Co-Operative Societies - Management And Administration (Ss 41-66)

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[Ch4204s41]41. General meetings


authority of the members as joint owners of the society is vested in the

general meeting of members and subject to section 31 every member shall have

the right to attend, speak and vote at every general meeting.

[Ch4204s42]42. Provisional committee


first 10 subscribers to the application for registration, or, if there are less

than 10, all of the subscribers to that application, shall form a provisional

committee, with one of their number elected to act as secretary/treasurer, and

such committee shall have power to-

(a) admit applicants to membership of the

society and to receive share subscriptions and membership fees;

(b) to do all things necessary to convene the

first general meeting of the members as provided for in section 43.

[Ch4204s43]43. First general meeting


first general meeting shall be held within two months of the date of the

society's certificate of registration and the members present shall, under the

chairmanship of a co-operative officer-

(a) elect a committee of management and such

other officers as this Act or the bye-laws may require to serve until the first

Annual General Meeting;

(b) receive and consider any reports and decide

any matters as may be necessary for the conduct of the society in the ensuing

financial year.

[Ch4204s44]44. Annual General Meeting


society shall provide in its bye-laws for an Annual General Meeting to be

convened by the committee and to be held as soon as practicable but not later

than 6 months after the end of each financial year.

[Ch4204s45]45. Business at an Annual General Meeting


The ordinary business of the Annual General Meeting shall be-

(a) to approve the minutes of the last general

meeting of the society and of any other general meeting not previously


(b) to consider and approve the reports from

the auditors and any report or recommendation of the Commissioner;

(c) to approve the accounts;

(d) to decide the manner in which any available

surplus shall be invested or distributed in accordance with the bye-laws;

(e) to elect the committee and officers for the

ensuing year;

(f) to decide or review any maximum borrowing

limit as required by law.


The Annual General Meeting may transact any other business within its authority

of which due notice has been given to the members.

[Ch4204s46]46. Special General Meeting

(1) A

Special General Meeting may be convened at any time by the committee.


A Special General Meeting shall be convened by the committee on receipt of a

written requisition signed by at least one-fifth or twenty of the members,

whichever is the lesser, stating the objects of the meeting.


If the committee fails to convene the meeting requisitioned under paragraph (a)

within one month of receipt of the requisition, the members who have signed the

requisition shall have power to convene the meeting themselves by notice to the

members stating the objects of the meeting and that the committee has failed to

convene a meeting.

[Ch4204s47]47. Notice of general meeting


general meetings shall be convened after at least 14 clear days notice thereof

has been given to members and a copy of this notice shall be sent to the


[Ch4204s48]48. Proceedings at general meeting


the bye-laws have alternative provisions for notice, quorum and proceedings at

general meetings the provisions of Schedule 2 shall apply thereto.

[Ch4204s49]49. Committee of management


society shall have a committee consisting-

(a) in the case of a producers co-operative

society of at least 3 members; or

(b) in the case of any other society of at

least 5 members.

[Ch4204s50]50. Election of committee


Subject to section 42 the first committee members shall be elected at the

inaugural general meeting held under section 43; at the first Annual General

Meeting they shall be replaced by the persons elected thereat.


At the Annual General Meeting in every subsequent year one-third of the then

members of the committee shall retire from office, or if their number is not

three or a multiple of three the number next below one-third shall retire.


The Commissioner or his representative present under section 106 may conduct

the election of committee members and of any officers elected by the members.


The committee members to retire each year shall be those who have been longest

in office since their last election, but between persons who became committee

members on the same day those to retire, unless they otherwise agree among

themselves, shall be determined by lot.

(5) A

retiring committee member may stand for re-election:


however, that a committee member who has served for two consecutive three year

terms shall not be eligible for re-election for a third consecutive term during

the period of 2 years from the date of his last vacation of office.


If a general meeting removes a committee member it shall elect a new member to

hold office till the next Annual General Meeting.

[Ch4204s51]51. Qualification for election to the committee


To be qualified for election to the committee a person shall be a member of the

society and 21 years of age or more.

(2) A

member shall be disqualified from being elected to the committee if-

(a) except in a producers co-operative society,

he is in receipt of a salary or payment from the society other than an

honorarium authorized by section 60;

(b) he is carrying on for his private profit

any trade or business in which the society is engaged;

(c) he has, within 5 years immediately

preceding such election, been convicted of any offence under this Act or any

regulations made hereunder or of any offence involving dishonesty or has been

imprisoned for 6 months or more without the option of a fine;

(d) he has been removed by a court from an

office of trust on account of misconduct;

(e) he is an unrehabilitated insolvent.

[Ch4204s52]52. Disqualification


committee member shall cease to hold office if-

(a) he resigns by notice in writing;

(b) except in a producers co-operative society,

he accepts any salary or payment from the society other than an honorarium

authorized by section 60;

(c) he is convicted of any offence under this

Act or any regulations made hereunder or of any offence involving dishonesty or

suffers lawful imprisonment for 6 months or more;

(d) he is removed by the court from any office

of trust on account of misconduct;

(e) he becomes of unsound mind;

(f) he becomes insolvent or makes any

arrangement or composition with his creditors generally;

(g) he is disqualified for any other reason

specified in the bye-laws; or

(h) he has ceased to reside within the

society's areas of operation for 6 months or more.

[Ch4204s53]53. Removal from the committee by the general



society may remove any committee member before the expiration of his term of

office by a resolution of its members passed at a general meeting after due

notice of the intention to propose the resolution has been given to its


[Ch4204s54]54. Duties of the committee


The committee shall be responsible for the direction and supervision of the

business of the society and, subject to this Act, any regulations, the bye-laws

and any directions given by a general meeting, may exercise all the powers of

the society that are not reserved to the general meeting.


Without restricting the generality of subsection (1) the committee shall-

(a) consider and decide all applications for

membership of the society;

(b) call for and examine reports from all

officers of the society which disclose the true position of the society, its

operations and financial position;

(c) open and operate bank accounts and ensure

that all cheques are properly signed and countersigned after production of

supporting vouchers sufficient to explain the underlying transactions and

establish that they are in accordance with the resolutions of the committee;

(d) in conformity with section 69 exercise the

borrowing powers of the society;

(e) keep the members informed of the progress

of the society, encourage interest and a sense of ownership on the part of the

members and have charge of the educational and advisory work amongst the members

on co-operative principles and practice and the operation of the society.

(3) A

full and accurate record shall be kept of all proceedings of the committee and

any sub-committee and the records shall be available for inspection by or under

the direction of the Commissioner and by the auditor.


The committee may appoint, on such terms as it thinks fit, a manager to carry

out the affairs of the society and may employ such other persons as the

committee considers necessary to assist the manager.


The committee may at any time suspend or remove the secretary, treasurer or

manager for irregularity in the performance his duties.

[Ch4204s55]55. Authentication of documents


as otherwise provided, any document requiring authentication by a society shall

be authenticated in the manner prescribed in its bye-laws; and where no such

manner is prescribed it shall be signed by one committee member and the


[Ch4204s56]56. Validity of acts of the committee


acts of any committee member or officer of a society shall be valid

notwithstanding any defect that may afterwards be discovered in his


[Ch4204s57]57. Delegation by the committee


The committee may delegate any of its duties to a sub-committee or to an

officer of the society.


Nothing in subsection (1) shall be taken to absolve the committee from its

supervisory duties and from its responsibility for the proper conduct and

direction of the affairs of the society.

[Ch4204s58]58. Proceedings of the committee


The committee shall meet whenever the affairs of the society so require and in

any case not less frequently than once each month.


In the absence of contrary provisions in the bye-laws-

(a) the quorum for a meeting of the committee

shall be half the number of its members;

(b) decisions shall be taken by a simple

majority of votes, and the chairman shall have no casting vote;

(c) the chairman shall be responsible for the

proper conduct of the business of the committee in accordance with any standing

orders it may adopt.

[Ch4204s59]59. Duty of care of the committee


the conduct of the affairs of a society the members of the committee shall

exercise the prudence and diligence of ordinary men of business and shall be

jointly and severally liable for any losses sustained through any of their

actions which are contrary to this Act, any regulations, the bye-laws or the

directions of the general meeting:


that if in any proceedings to recover from a person mentioned in this section

any amount for which he is liable, it appears that he has acted honestly and

reasonably and ought fairly to be excused in whole or in part he may be

relieved wholly or partly from personal liability.

[Ch4204s60]60. Payments to officers


Except in a producers co-operative society no member of the committee shall

hold any office of profit in the society.


The bye-laws may provide for the chairman or a member of the committee, or the

secretary or treasurer, if not otherwise receiving an allowance or salary, to

receive an honorarium from the society.


Notwithstanding section 52, and subsections (1) and (2) of this section, a

committee member shall be entitled to recover out of pocket expenses, incurred

with the specific approval of the committee in connection with the affairs of

the society.

[Ch4204s61]61. Election of chairman, secretary and



Every society shall have a chairman, a secretary and a treasurer, or a

secretary-treasurer, elected from among the committee members in the manner

provided for in the bye-laws.


If the committee appoints a person as manager of the society's business, any of

the duties of secretary or treasurer may be delegated to the manager and where

all the duties are so delegated the society may operate with the manager acting

as secretary-treasurer of the society:


however that the manager shall not thereby become a committee member nor be

entitled to vote at meetings of the committee.

[Ch4204s62]62. Duties of chairman


The chairman shall preside at all general meetings and all meetings of the

committee and shall perform the other duties conferred upon him by the



In the absence of the chairman, his duties shall be carried out by any

vice-chairman whose appointment is authorized by the bye-laws or in the absence

of a vice-chairman by one of the committee members elected by the committee.

[Ch4204s63]63. Duties of secretary


secretary shall serve the society on a regular basis and shall carry out the

duties conferred upon him by the bye-laws including the duty-

(a) to maintain accurate and up-to-date

registers, books and other papers of the society;

(b) to summon and attend general meetings and

committee meetings and to record the proceedings in the minute book;

(c) to conduct and sign correspondence on

behalf of the committee.

[Ch4204s64]64. Duties of treasurer


treasurer shall serve the society on a regular basis and shall carry out the

duties conferred upon him in the bye-laws including the duty-

(a) to maintain accurate and up-to-date

accounts and accounting records for the society;

(b) to take charge of all financial

transactions of the society and to ensure the safe-keeping of the society's


(c) to prepare or cause to be prepared all

necessary receipts, vouchers and accounts required by this Act, the regulations

and the bye-laws.

[Ch4204s65]65. Duties of manager


The duties of the manager shall be specified in the bye-laws and by any

resolutions of the committee delegating to him any particular functions.


Where the duties of secretary or treasurer are partially delegated to the

manager under section 61 the duties of these officers may be modified


[Ch4204s66]66. Optional power to appoint a supervisory



The bye-laws of the society may provide for the election by the members of a

supervisory board to be responsible to the members of the society for ensuring

that the affairs of the society are conducted in accordance with this Act, any

regulations, the bye-laws and any directions of the general meeting.


Such bye-laws shall provide for the election, functions, proceedings and term

of office of the supervisory board and its members and in particular shall-

(a) disqualify any committee member from

election to the supervisory board;

(b) confer a right of access to all books,

accounting records and documents of the society and the committee and the right

to require information or explanation from any officer or employee of the