Co-Operative Societies - Rights And Duties Of Societies (Ss 18-27)

Link to law: http://www.elaws.gov.bw/desplaylrpage1.php?id=672

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[Ch4204s18]18. Societies to be bodies corporate

(1)

From the date of issue of the certificate of registration a society shall be a

body corporate by the name under which it is registered, capable of exercising

all the functions of an incorporated society having perpetual succession but

with such liability on the part of its members to contribute to the assets of

the society in the event of its being wound up as is mentioned in this Act.

(2)

All societies, primary or secondary, shall have the power to form secondary

societies to facilitate their operations or to provide such other services as

may be necessary for their members.

[Ch4204s19]19. Registered address

(1) A

society shall have an address registered in accordance with this Act to which

all notices and communications may be addressed; and the secretary shall,

within 14 days thereof, notify the Commissioner in writing of any change in

that address and the Commissioner shall record such change in the register.

(2) A

society shall display its name in legible letters on the outside of every place

or office in which its business is carried on.

(3) A

society shall include its name in all business letters, notices, other official

documents and publications of the society and on its common seal.

[Ch4204s20]20. Amendment by bye-laws

(1) A

society may amend its bye-laws, including a change of name, by a special

resolution of the members passed at a general meeting convened for that

purpose.

(2)

Within 14 days from the passing of an amendment of the bye-laws, three copies

of the amendment accompanied by the prescribed form shall be sent to the

Commissioner who shall, subject to the provisions of subsection (3), register

the amendment and the amendment shall thereupon come into effect.

(3)

The Commissioner shall refuse to register any amendment that is, in his

opinion, contrary to the provisions of this Act or regulations made hereunder.

(4)

If the Commissioner registers the amendment, he shall issue a certified copy of

the amendment to the society, which shall be conclusive evidence of due

registration.

(5)

If the Commissioner refuses to register an amendment, he shall record his

reasons therefor and notify them to the society along with his decision.

(6)

The Society may appeal therefrom to the Minister within one month from the date

of the decision, and the Minister's decision on such appeal shall be final.

(7)

An amendment which changes the name of a society shall not affect any right or

obligation of the society or its members or past members, and any legal

proceedings pending may be commenced or continued by or against the society

under its new name.

(8) A

change in the registered address of a society shall not, where the address

forms part of the bye-laws, be an amendment of the bye-laws.

[Ch4204s21]21. Copy of Act and bye-laws to be open to

inspection

A

society shall keep at its registered address and open inspection, without

charge, by its members and the public-

(a) a copy of this Act and any regulations made

hereunder;

(b) a copy of its bye-laws;

(c) a list of its members.

[Ch4204s22]22. Register of members and officers

A

society shall keep-

(a) a register of members in which shall be

entered-

(i) the name, address and occupation of each

member;

(ii) the date on which each person was entered

in the register and the date on which any person ceased to be a member;

(iii) the value of shares held by each member

and the amounts paid up thereon;

(iv) the nominee appointed under section 40;

(b) a register of officers showing the offices,

the holders of the offices and the dates of appointment and termination of

officers;

(c) such other books as may be prescribed by

the Commissioner.

[Ch4204s23]23. Effect and proof of entry in books of a

society

(1)

The register of members shall be evidence of any matters directed or authorized

by this Act to be entered therein.

(2) A

copy of an entry in a book of a society regularly kept in the course of

business shall, if certified in the manner prescribed in subsection (3), be

received in any legal proceedings as evidence of the existence of the entry and

of the matters contained in it, and shall be admissible to the same extent as

the original entry.

(3) A

copy of an entry may be certified by a declaration, written at the foot of the

copy, that it is a true copy of the entry and that the book containing the

entry is still in the custody of the society; the declaration shall be signed

by one committee member and the secretary of the society.

(4)

No officer of a society shall in any legal proceedings to which the society is

not a party be compelled to produce any of the books of a society, the contents

of which can be proved by a certified copy under subsections (2) and (3), or to

appear as a witness to prove any matter so recorded, unless the court, for

special reasons, so directs.

[Ch4204s24]24. Disposal of produce to or through society

(1) A

society which has as one of its objects the disposal of any article produced or

obtained by the work of its members, whether the produce of agriculture, animal

husbandry, fisheries, forestry, handicraft, the manufacture of goods or

otherwise, may either provide in its bye-laws or otherwise contract with its

members-

(a) that every member who produces or obtains

any specified article shall dispose of the whole or any specified proportion

thereof to or through the society; and

(b) that any member who is proved to be in

breach of the bye-law or contract shall pay as liquidated damages any sum

ascertained in the manner provided for in the bye-laws.

(2)

Where failure to deliver such produce to the society was due to the fact that

before becoming a member of the society or signing the contract with the

society he had contracted to deliver such produce to another and the prior

contract was disclosed to the society when applying for membership or signing

the contract, such failure shall not be a breach within the meaning of

subsection (1).

(3)

No bye-laws or contract entered into under the provisions of subsection (1)

shall be contested in any court or other proceedings on the ground only that it

constitutes restraint of trade.

[Ch4204s25]25. Charge and set-off extended to shares and

interest in capital

A

society shall have a charge upon and be entitled to set off any debt due from

any member, past member or deceased member against any share in the society's

capital or any deposit made by or dividend due to that person.

[Ch4204s26]26. Shares and other interests not liable to

attachment

Subject

to the provisions of section 25, the shares or other interests of a member in

the capital of a society shall not be liable to attachment or sale under decree

or order of any court in respect of any debt or liability incurred by the

member; and neither his trustee nor his assignee in insolvency nor a curator

bonis duly appointed shall have any claim on the shares or other interests.

[Ch4204s27]27. Transfer of interest on death

(1)

On the death of a member a society may either-

(a) transfer the membership and share or

interest in the capital of the society belonging to the deceased member to the

person nominated under section 4; or

(b) pay to the nominee, or if there is no

person so nominated, to the legal personal representative of the deceased

member, a sum representing the value of the member's share or other interest in

the capital of the society ascertained in accordance with any regulations or

the bye-laws of the society:

Provided

that-

(i) in the case of a society with unlimited

liability the nominee or legal representative, as the case may be, may require

payment by the society of the value of the share in the capital of the society

of the deceased member ascertained as aforesaid; and

(ii) in the case of a society with limited

liability the society may transfer the membership and share or other interest

in the capital of the society of the deceased member to such nominee if the

nominee is qualified in accordance with the bye-laws of the society for

membership of the society, or on his application within six months of the death

of the deceased member to any person specified in the application who is so

qualified.

(2) A

society shall pay all other monies due to the deceased member to his legal

personal representative.

(3)

All transfers and payments made by a society under this section shall be valid

against any demand made on the society by any other person.