[Ch4204s18]18. Societies to be bodies corporate
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.
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
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.
society shall display its name in legible letters on the outside of every place
or office in which its business is carried on.
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
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
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.
The Commissioner shall refuse to register any amendment that is, in his
opinion, contrary to the provisions of this Act or regulations made hereunder.
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
If the Commissioner refuses to register an amendment, he shall record his
reasons therefor and notify them to the society along with his decision.
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.
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.
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
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
(b) a copy of its bye-laws;
(c) a list of its members.
[Ch4204s22]22. Register of members and officers
society shall keep-
(a) a register of members in which shall be
(i) the name, address and occupation of each
(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
(c) such other books as may be prescribed by
[Ch4204s23]23. Effect and proof of entry in books of a
The register of members shall be evidence of any matters directed or authorized
by this Act to be entered therein.
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.
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.
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
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
(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.
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
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
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
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
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:
(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
society shall pay all other monies due to the deceased member to his legal
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.