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CHAPTER: 42:04
Part:VI Management and Administration (ss 41-66)

[Ch4204s41]41.     General meetings

            The 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

            The 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

            The 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

            A 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

            (1) 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 approved;

     (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.

            (2) 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.

            (2)(a) 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.

            (b) 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

            All 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 Commissioner.

[Ch4204s48]48.     Proceedings at general meeting

            Unless 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

            A 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

            (1) 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.

            (2) 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.

            (3) The Commissioner or his representative present under section 106 may conduct the election of committee members and of any officers elected by the members.

            (4) 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:

            Provided, 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.

            (6) 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

            (1) 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

            A 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 meeting

            A 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 members.

[Ch4204s54]54.     Duties of the committee

            (1) 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.

            (2) 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.

            (4) 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.

            (5) 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

            Except 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 secretary.

[Ch4204s56]56.     Validity of acts of the committee

            The acts of any committee member or officer of a society shall be valid notwithstanding any defect that may afterwards be discovered in his appointment.

[Ch4204s57]57.     Delegation by the committee

            (1) The committee may delegate any of its duties to a sub-committee or to an officer of the society.

            (2) 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

            (1) The committee shall meet whenever the affairs of the society so require and in any case not less frequently than once each month.

            (2) 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

            In 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:

            Provided 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

            (1) Except in a producers co-operative society no member of the committee shall hold any office of profit in the society.

            (2) 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.

            (3) 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 treasurer

            (1) 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.

            (2) 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:

            Provided, 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

            (1) 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 bye-laws.

            (2) 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

            The 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

            The 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 funds;

     (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

            (1) 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.

            (2) Where the duties of secretary or treasurer are partially delegated to the manager under section 61 the duties of these officers may be modified accordingly.

[Ch4204s66]66.     Optional power to appoint a supervisory board

            (1) 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.

            (2) 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 society.