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.
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
[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
(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
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.
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.
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.
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.
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
[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