Cooperative Societies Act

1. Short title.

2. Interpretation. PART I ADMINISTRATION

3. Commissioner for Co-operative Development.

4. Powers of Commissioner.

5. Commissioner to have access to books, etc. of society.

6. Costs of inquiry. PART II REGISTRATION AND MEMBERSHIP

7. Restriction on use of the terms "co-operative" and "credit union".

8. Societies eligible to be registered.

9. Conditions of registration·

10. Qualification for membership.

11. Rights and liabilities of infant members.

12. Rights of membership not to be exercised until payment made.

13. Person not to be member of more than one society.

14. Voting rights.

15. Limitation on interest of member of a society with limited liability.

16. Application for registration.

17. Registration of society.

18. Commissioner may cancel registration of society.

19. Evidence of registration.

20. Society becomes body corporate on registration etc.

21. Amendment of bye-laws. PART III Dt.rr!ES, PRIVILEGES AND BUSINESS OF SOCIETIES

22. Constitution and management of society.

23. Certificate of registration to be displayed at registered address. L.R.O. 111980 35 LAWS OF TRINIDAD AND TOBAGO 4 Chap. 81:03 Co-operative Societies SECTION

24. Act, regulations etc., to be available for inspection at registered address.

25. Admissibility of copy of entry as evidence.

26. Production of books, etc., legal proceedings.

27. Disposal of members' produce through a society.

28. Loans by society to member.

29. Creation of charge in favour of society.

30. Execution and registration of charges.

31. Effect of charge registered under Ordinanfe.

32. Claims of Government, etc., not to be affected.

33. Prior claim of society. ·

34. Enforcement of charge.

35. Assignment of charges.

36. Charge, lien and set off in respect of shares or interest.

37. Bond as additional security for loan to member.

38. Validity of payments.

39. Restriction on transfer of shares or interest.

40. Shares or interest not liable to attachment.

41. Transfer of share or interest on death of member.

42. Liability of past member and estate of deceased member for debts of society. PART IV PROPERTY AND Fur-ms OF SOCIETIES

43. Restriction on loans.

44. Society may receive deposits and loans.

45. Investment of funds.

46. Restriction on dividend. 4 7. Reserve fund.

48. Restriction on distribution surplus.

49. Pension fund.

50. Contribution to charitable purpose.

51. Audit. PARTY RECONSTRUCTION OF SOCIETIES

52. Reconstruction of societies.

53. Amalgamation of societies.

54. Transfer of societies.

55. Claims of objecting creditor to be satisfied.

56. Division of societies.

57. Effect of registration of new societies. 36 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 5 SECTION PART VI WINDING-UP

58. Winding-up.

59. Society may be wound-up if membership is reduced.

60. Power of Commissioner on issuing a winding-up order.

61. Powers of a liquidator.

62. Effect of cancellation of registration.

63. Bar of action in reconstruction, winding-up and dissolution mat- ters.

64. Disposal of surplus assets.

65. Power of Commissioner to surcharge officers etc. of registered society.

66. Attachment of property. PART VU DISPlITES

67. Settlement of disputes.

68. Case stated on question of law. PART VIII OFFENCES

69. Corrupt practice and bribery.

70. Falsely obtaining, withholding, or misapplying property of society.

71. Offences.

72. Dealing with property subject to a charge.

73. Penalty for offences not otherwise provided for. PART IX MISCELLANEOUS

74. Appeals.

75. Delegation of powers.

76. No stamp duty etc. payable on instrument.

77. Provisions of Companies Ordinance not to apply:

78. Act not to apply to Trinidad Co-operative Bank.

79. Saving for existing societies, bye-laws, rules, regulations, etc.

80. Power to exempt societies from provisions of Act.

81. Regulations. L.R.O. 111980. 37 LAWS OF TRINIDAD AND TOBAGO Chap. 81:03 Co-operative Societies CHAPTER 81:03 CO-OPERATIVE SOCIETIES ACT 22 of 197 1. An Act to amend, consolidate and re-enact the laws relating to co-operative societies. credit union societies and agricultural credit societh Commencemenl. [ 9TH JUNE 1971] Short lille. 1. This Act may be cited as the Co-operative Societies Act. lnlerpretation. 2. In this Act- (7 of 19721. "board" means the board of management or other directing body to whom the management of the affairs of a society is entrusted; "bonus" means a share of the surplus of a society divided among its members in proportion to the volume of business done with the society by them from which the surplus of the soci- ety was derived; · "Commissioner" means the C6mmissioner for Co-operative Development under this Act; "credit union" means a society which has as its objects the pro- motion of thrift and the creation of a source of credit for its members, the majority of whom are not agriculturists, for provident of productive purposes; "dividend" means a share of the surplus of a society distributed to its members in proportion to the paid up share capital held by them; "member" includes a person or society joining in the application for the registration of a society and a person or society admit- ted to membership after registration in accordance with the bye-laws of that society; "officer" includes the Chairman or President, secretary, treasurer, member of the board or other person empowered under the regulations or under the bye-laws of a society to give directions with regard to the business of that society; . "seal" includes a rubber stamp; "society" means a society registered or deemed to have been registered under this Act. · 38 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 7 'PART I ADMINISTRATION J. There shall be a Co.~missioner ~or. Co-operative Develop- Commissioner !or nt hereinafter called the Comm1ss1oner' , who shall have Co-operative Development. me eral powers of supervision of the affairs of societies and shall ~rlorm the duties of registrar of societies. Powers of

4. ( 1) In the exercis_e <;>f his powers of supervision referred to Commis.,ioner. In section 3 the Comm1ss1oner may- ( a) on his own motion; (b) on the application of a creditor of a society; (c) in accordance with regulations made in that behalf, on the requisition of a society in respect of one of its members being itself a society; or (d) on the application of a majority of members of the board of management or one third of the members of a society, hold an inquiry into the constitution, operations and financial position of that society and in the course of such inquiry shall Inspect the books, accounts and other records of the society. (2) Where having held an inquiry under this section the Commissioner is of the opinion 'that the board has mis-managed the affairs of the society or otherwise performed its duties im- properly, he may by notice to the society call upon it to remedy the situation within three months from the date of such notice. (3) Where a society fails to comply with the notice referred to In subsection (2), the Commissioner may, after giving the board an opportunity to be heard in general meeting called by him for the purpose, order the dissolution of the board and direct that the affairs of the society be managed by such persons as he may appoint for a period not exceeding two years. ( 4) Persons appointed by the Commissioner under this sec- lion shall exercise all the powers and perform all the functions as I duly constituted board and in particular shall make arrange- rents prior to the end of their term of management for the elec- t on of a new board in accordance with the bye-laws of the IOCicty. . (5) The Commissioner may determine the remuneration •n d expenses to be paid to the persons appointed under this L.R.O. 111980 39· LAWS OF TRINIDAD AND TOBAGO 8 Chap. 81:03 Co-operative Societies section and any moneys required for this purpose shall be payable from the funds of the society. (6) Nothing in this section shall derogate from the power of the Commissioner to cancel the registration of any society should he think fit. (7) Where a creditor applies to have an inquiry instituted he shall first satisfy the Commissioner that his debt is due and that payment was demanded and not satisfied and he shall deposit as security towards the cost of the inquiry such sum as the Commis- sioner may determine. Commissioner to have aa:eM

5. The Commissioner shall at all times have access to the to books, etc. of books, accounts, records and securities of a society and is entitled society. to inspect the cash in hand, and every officer of a society shall furnish such information respecting the operation and transac- tions of a soci~ty as the Commissioner may require. Costs or 6. ( 1) The Commissioner may apportion the costs of an inquiry. inquiry or any part thereof between the society and the person requiring the inquiry but no such apportionment may be made unless the parties liable to pay the costs thereunder are given an opportunity of being heard. (2) Costs may be recovered from any party liable to pay the same on the application of the Commissioner to the Magistrate of the district in which such party resides or carries on business and the Magistrate may issue a warrant of distress upon and may order the sale of any personal property belonging to such party so however that no such property may be sold until after the expira- tion of five clear days from the date of the levy. PART II REGISTRATION AND MEMBERSHIP Restriction on use o( the lerms

7. No undertaking may style itself a co-operative or credit "co-operative" union society or have the term "co-operative" or ''.credit union" and "aedit union". in its name or hold itself out as being operated in accordance with co-operative principles unless it is registered under this Act.· Societies eligible to be

8. (1) Subject to section 9, any society established for the registered. promotion of the economic welfare of its members in accordance with co-operative principles or a society established to facilitate 40 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 9 the operations of such a society is eligible to be registered under this Act. (2) A society may be established with or without limited liability save that, unless the Minister by general or special order otherwise directs-- ( a) a society of which a member is another society shall have limited liability; (b) a society the primary object of which is the creation of funds to be lent to its members, the majority of whom are agriculturists and of which no other soci- ety is a member shall have unlimited liability and the members of such society shall only on its liquidation, be jointly and severally liable for and in respect of all its obligations.

9. ( 1) No society,. other than • a society of which another soci- • Co!'di•i~ns of reg,strauon. ety is a member, may be registered, under this Act unless its · membership consists-- (a) of at least twelve members of full age; or (b) solely of members of a school, club or cultural organ- isation, all under the age of twenty-one years. (2) No society may be registered unless there exists among its members none of whom is another society, some common bond of occupation or association or of residence in a defined neighbourhood or district. (3) The word "co-operative" shall form part of the name of every society and a society whose membership is as described in subsection ( 1 )(b) shall be called a junior co-operative society. ( 4) The word "limited" shall be the last word in the name of every society with limited liability. 10._(l) Subject to subsection (2), in order to qualify for mem- ~~aliliaiion ?er~~1p in a society other than a junior co-operative society an membership. md1v1dual must- ( a) have attained the age of sixteen years; and (b) reside or occupy land or carry on business in the area in which the society operates. (2) Where the society is a credit union, an individual who has not yet attained the age of sixteen years may be admitted as a member and may enjoy all the rights of membership save that where such member is required to execute any instrument or give L.R.O. 111980 41 LAWS OF TRINIDAD AND TOBAGO 10 Chap. 81:03 Co-operative Societies any acquittance he may, if he has attained the age of fourteen years, execute s_uch instrument and giye such acquittance himself and if he has not attained the age of fourteen years he may do so only by his parent or guardian. · · Righu and 11. (1) Subject to subsection (2) an infant duly admitted as a liabilitie, or infant members. member of a society shall enjoy all the rights and be subject to all the liabilities of membership and notwithstanding any law to the contrary all contracts entered into by him as a member shall be enforceable at law. · (2) An individual who has not attained the age of eighteen years shall not be an officer of a society but may be an employee of a society; this subsection shall not apply to junior co-operative societies. Rights or 12. A person may not exercise the rights of membership of a membership not to be exercised until society unless he has paid such membership fee or acquired such payment made. interest as may be specified in the bye-laws. Person not to be member or 13. Where the primary object of a society with unlimited liabil- more lhan one rociety. ity is to grant loans to its members, no person may be a member of more than one such society unless the Commissioner so directs; but a person may be a member of more than one society with limited liability unless the Commissioner otherwise directs. Voting rights. 14. ( 1) There shall be no voting by proxy and subject to any special provisions in the bye-laws relating to the voting rights of members who are themselves other societies, a member of a soci- ety shall have one vote except where such member is the Chctir- man of any meeting of the society in which case if there is an equality of votes he shall have a casting vote in addition to his original vote. (2) A society that is a member of another society shall exer- cise its voting rights in that other society through one of its mem- bers duly appointed in that behalf. Limitation on 15. Where the liability of the members of a society is limited by intere,t of member or a society with shares, no member not being another society, may hold more limited liability. than one-fifth of the shares of that society. ApPlicat_ion for rcgutrauon.

16. (1) Application for registration shall be made to the Com- missioner on the prescribed form, signed- ( a) in the case of a society of which no member is another society, by at least twelve members of full age; 42 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 11 (b) in the case of a society, the members of which consist solely of other societies by_a duly authorised person on behalf of every such other society; (c) in the case of a society the members of which consist of other societies and individuals by a duly author- ised person on behalf of each such other society and twelve individuals of full age and where there ·are less than twelve such individuals by all of them; (d) in the case of a junior co-operative society by twelve of the members. (2) The application shall be accompanied by three copies of the proposed bye-laws of the society and such other information including the address of the office of the society, as the Commis- sioner may require. (3) There shall be payable to the Commissioner on every application under this section a prescribed fee.

17. The Commissioner may, on being satisfied that a society Resi siration or has complied with the provisions of this Act and the regulations sc,c,eiy. and that its proposed bye-laws are not contrary to co-operative principles, approve the bye-laws arid register the society.

18. (1) Subject to this section, the Commissioner may, if he Commissi~ner thinks fit, at any time cancel the registration of a society and ~:rs,:!~~n or where such registration is cancelled the society shall be deemed to iIT~l"1n6J. have been dissolved from the date on which its affairs are wound up. (2) The Commissioner shall, before exercising the po\l{er conferred on him by subsection ( 1), signify his intention to cancel the registration of a society- (a) by registered letter addressed to the Board; and (b) by notice published in the Gazette. (3) Any officer or member of a society who is aggrieved by a decision of the Commissioner to cancel the registration of the ~ociety, may within three months of the publication of the notice 1n_ t~e Gazette pursuant to subsection (2)(b), appeal therefrom Within the periods and in the manner specified in section 74. . (4) On the expiration of the three-month period referred to •~ subsection (3) or, where there is an appeal, on its-determina- 11?" by means of dismissal, the Commissioner shall commence to Wtnd-up the affairs of the society and shall issue a winding-up order. L.R.O. 111980 43 LAWS OF TRINIDAD AND TOBAGO 12 Chap. 81:03 - Co-operative Societies Evidence of 19. The issue to the society of a certificate of registration sigJk registration. by the Commissioner, notice of which shall be published in u Gazette, shall be conclusive evidence that the society is du registered unless it is proved that the registration . \ll; subsequent)y cancelled. Society becomes body

20. The registration of a society shall thereupon establish it co'l"'r•t_e on body corporate to be known by the name under which it is regi registration etc. tered and the address referred to in section 16 shall become t registered address of the society. Amendment of 21. A society may at any time amend its bye-laws by resolutit bye-laW1. passed at a general meeting called for the purpose but no sue amen_dment shall be of any effect until approved by the Commt sioner, for which purpose three copies of th~ amendrnent shall b (o.rn::arded to him and should the Comm~ssi'one.r approve th af!lendment one copy indicating his approval shall be returned t the society. PART III DUTIES, PRIVILEGES AND BUSINESS OF SOCIETIES 1 Constitution and

22. Every society shall be constituted and managed in ac management or cordance with its bye-laws and the regulations. society. Cenificate of registration to 23. Every society shall have its certificate of registration prom be displayed at inently displayed at its registered address. registered addr~s. Act. regulations etc., to be 24. ( 1) There shall be available at all rea~onable times at th available for inspection at registered address of a society- registered ( a) a copy of this Act and the regulations made there addr=. under; (b) a copy of the bye-laws of the society; and (c) the register of members and their shareholdings ant such other records as may be prescribed. (2) A copy of an entry in the register of members-shall b, prima facie evidence of the date on which the name·of any perso was entered in such register as a member or the date on whicl such person ceased to be a member, as the case may be. Admissibility of 25. A copy of any entry in any register, book or other reco:1 copy of entry as cv,dcncc. kept in the course of business of a society shall, if duly certified 11 .44 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 13 such manner as may be prescribed, be admissible in evidence of the existence of the entry and shall be aqmitted as evidence of the matters and transactions recorded therein in every case where and to the same ext.ent as the original entry would, if produced, have been admissible to prove such matters.

26. No officer of. a society may in any legal proceedings to ~~~~~:.. 0 ' which the society is not a party be compelled to produce any of legal . the registers, books or other r_ecords of the society, the contents proceed,ngs. of which can be proved under section 25 or to appear as a witness to prove the matters or transactions therein recorded, unless the court so directs. Disposal or

27. (1) Where a society has among its objects the disposal of mcmben' any article or produce obtained by the work or industry of its produu lhrough • members, such society may by its bye-laws provide- society. (a) that every member who produces any such article or produce shall under contract in writing agree to dis- pose of all or any specified amount thereof to or through the society; and (b) that any member who acts in breach of his contract shall pay to the society by way of liquidated damages a sum to be ascertained or assessed in such manner · as may be prescribed in the bye-laws. (2) A contract entered int9 under this section shall not be questioned in any court on the ground only that it is a contract in restraint of trade.

28. ( 1) A society may make advances by way of ·loan to its sociely Loans by 10 members in accordance with its bye-laws. member. (2) Notwithstanding anything to the contrary contained in the Banking Act and the Local Savings Banks Act a society shall 8:· ~rgi· not be deemed to be engaged in any business in the nature of · · · 'banking so as to be obliged to obtain a licence under either of those Acts. (3) A society shall not be required to obtain a licence under the Moneylenders Act in order to carry on the business of °'· 8•: 04 . moneylending. Crcalion o(

29. (1) A member to whom money has been lent by a society charge in favour or who is otherwise indebted to the society may be required to of socic1y. create a charge in favour of the society in such form as may be prescribed. L.R.O. 111980 45 LAWS OF TRINIDAD AND TOBAGO 14 Chap. 81:03 Co-operative Societies (2) A charge shall so long as it continues in force con the society the following rights and _impose on the socie following obligations, that is to say- (a) the right upon the happening of any event spl in the charge as being an event authorisin chargee to seize the property subject to the cha take possession of any property so subject; (b) after an interval of five clear days or such less t may be specified in the charge from the date c ing possession of any property subject to the c to sell such property either by auction or charge so provides by private treaty and eithe: lump sum or payment by instalments; ( c) to apply the proceeds of sale in or towards tr. charge of the debt secured by the charge ar costs of seizure and sale and to pay any suri: such proceeds to the member whose propert sold. (3) A charge shall so long as it continues in force imp< the member the obligation to pay to the society towards tr charge of his indebtedness the proceeds of sale of any pre comprised in the charge or any money received under any of insurance or by way of compensation in r~spect of an) property, except insofar as the charge otherwise allows. (4) It is hereby declared ·that a charge under this sec °'· 82:32. not a bill of sale within the meaning of the Bills of Sale Ac 0,. 63:50. contract within the meaning of the Agricultural Contracts, 0,. 27 No. 21. (1950 Ed.). a mortgage under the Mortgages of Produce Ordinance. Execution and 30. (1) A charge created under section 29 shall be registration of charge,. executed if signed by the member in duplicate in the prese: (7 of 1972J. the Chairman or the President and the Secretary of the Sc .(2) The Secretary shall file one copy of the charge registered address of the society and shall forthwith transrr other copy to the Registrar General. (3) The Registrar General shall keep a book to be "the Register Book of Co-operative Societies' Charges". in he shall register every charge transmitted to him by the Sec of a society, and issue to the society a certified ..copy c registration. ( 4) The registration of a charge under subsection (3) constitute a first charge and security in favour of the societ 46 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 15 shall be deemed to affect with notice any person dealing with the property comprised in the charge. (5) As soon as 'the loan or other indebtedness in respect of which a charge was created is discharged, the Secretary of the society shall record the discharge in the file at the registered address of the society and notify the Registrar General who shall forthwith make an entry of satisfaction in the Register Book of Co-operative Societies' Charges. (6) Any person may, on payment of th~ prescribed fee, inspect the Register Book of Co-operative Societies' Charges and take extracts therefrom.

31. Every charge registered in the Register Book of Agricul- Eff!'ct ofdchari;c tural Credit Societies' Charges under the Agricultural Credit ~~~~ere Societies Ordinance 1954 (now repealed by this Act), and subsist- W:!t:;~i- ing at the date of the commencement of this Act shall be deemed 6 or 1954· to have been registe~ed in the Register Book of Co-operative Societies' Charges under this Act and such charge shall, without prejudice to anything contained therein, have the same force and effect as a charge created under this Act.

32. Nothing in section 30 shall affect- Oaims of Government, CIC., not 10 be (a) any claim of the Government in respect of taxes or affected. money recoverable as such or of a landlord in respect of rent or ~oney recoverable as rent; (b) the rights of any bona fide purchaser for value with- out notice of the charge; or (c) the rights of any prior chargee or encumbrancer.

33. (1) Subject to any claim in respect of debts due to the State society. Prior claim of or to a landlord in respect of rent or any money recoverable as rent, any debt or outstanding demand owing to a society by a member or past member shall notwithstanding anything con- tained in section 29 be a first charge- (aJ upon the crops or other agricultural produce whether standing or severed, raised in whole or in part with the loan from the society by such m.ember or past member; and (b)' upon any cattle, fodder for cattle, agricultural or industrial machinery or implements, or raw materi- als for use in manufacture or handicraft, or buildings used for the purposes of agriculture or industry, or fishing or fish processing equipment supplied to or L.R.O. 1(1980 47 LAWS OF TRINlDAD AND TOBAGO

16 . Chap. 81:03 Co-operative Societies purchased by such member or past member in whole or in part from any loan y.rhether in goods or money granted him by the society. (2) Any person dealing with any of the property specified in subsection ( 1) shall.be deemed to have notice of such first charge and all such dealing shall be subject to the charge and priority created by this Act. Enforcemenl or 34. A society may enforce a charge by applying to the magis- charge. trate of the district in which the member or p~st member resides or carries on business or where the property subject to the charge is situate for a warrant of distress by certifying under seal to the Magistrate the amount due and particulars of the property so charged and the Magistrate shall issue a warrant of distress and may order the sale of the property by public auction or private treaty. Assignmenl or 35. (1) A society may borrow from any other society or from charges. any bank approved by the Commissioner on the security of any charge executed and registered in accordance with section 30 and may for this purpose assign any such charge to the other society or bank. (2) An assignment of a charge under this section shall be registered in the same manner as a charge and section 29 shall apply mutatis mutandis to an assignment so registered. (3) An assignment of a charge when registered shall oper- ate as a first charge in favour of the assignee subject to section 32. ( 4) Where any charge is assigned to a society established with the object of facilitating the operations of other societies, such society may borrow from any bank approved by the Com- missioner and for this purpose may .re-assign any such charge to such bank and subsections (2) and (3) shall apply mutatis mutan- dis to such re-assignment. Charge, lien and sci off in

36. Notwithstanding anything contained in sections 29, 30, 32, rcipecl or 33 and 37 a society shall have a charge or lien in respect of any sharci or in1e...,s1. debt due from a member or past member. upon his shares or interest in the capital and on his deposits and upon·any dividend, bonus or surplus payable to him and may set off any sum payable to him in or towards payment of any such debt. Bond as 37. (1) A society may require a member to give a bond with or additional secwiry !or loan without surety as additional security for the repayment of any to member. 48 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 17 loan and any condition thereby imposed on the member relating to the payment of capital and interest ~hall be strictly observed and performed and on breach of any such condition the bond shall be forthwith forfeited. (2) Section 35 relating to the assignment of charges shall apply mutatis mutandis to the assignment of bonds.

38. (1) A society may receive deposits from an infant and may Validi1y of paymen1s. pay to such infant any such deposit together with the interest accrued thereon. (2) Any deposit made on behalf of an infant may together with any interest accrued thereon be paid to the parent of the infant or, where the _infant is under the care of a guardian, to such guardian for the use of the infant. (3) For the purposes of this section and section 10(2) the mother of an infant born out of wedlock is the guardian of such infant, except- (a) there is subsisting a court order depriving her of the custody of such infant, in which case the guardian shall be the person named in the court order; or · (b) the infant customarily resides with some person other than the mother in which case that person shall be the guardian. · In paragraph '(b) the expression "customarily resides with" includes "is under the care of'. ( 4) The receipt of an infant or his parent or guardian, as the case may be, for money received under this section shall be a good and sufficient discharge of the liability of the society in respect of that money. (5) Where a person under disability other than an infant is entitled to receive from a society any money whatsoever such money shall be paid by the society to the Administrator General to the credit of such person under disability and the receipt of the Administrator General shall be a good and sufficient discharge of the liability of the society to pay that money. (6) The Administrator General may retain out of any money so paid to him a sum not exceeding three per cent thereof for fees of office and shall pay or apply the remainder to or for the care, maintenance, education or benefit of such person under disability. L.R.O. 111980 49 LAWS OF TRINIDAD AND TOBI.GO 18 Chap. 81:03 Co-operative Societies Restriction on transfer of

39. ( 1) The transfer of or the creation of a charge on the shares shares Of or interest of a member, past member or deceased member in the interest. share capital of a society shall be subject to the conditions as to maximum holding as are_provided in section 15. (2) A member shall not transfer or create a charge on his shares or interest in a society unless-- ( a) he has held such shares or interest for not less than one year; and (b) the transfer or ·charge is made tq the society or to a person whose application for membership has been accepted by the board. (3) Subsection (2) does not apply to credit unions. Shares or 40. Subject to section 36, the shares or interest ( excluding interest nol liable 10 deposits) of any member in th~ capital of a society or in any attachment. pension fund established under this Act shall, up to a maximum of two thousand dollars, not be liable to attachment or sale under any court order or decree in respect of any debt or liability in- curred by such member and subject to section 41 no person shall be entitled to or have any claim in such share or interest. Transfer of 41. ( 1) Where a person has been nominated as beneficiary by a share or interest on death of member. member in accordance with the bye-laws of a society and such nominee is admitted to membership in the society, the society shall within one year of the death of the member by whom the nomination was made, transfer the shares or interest of such deceased member subject to the limit specified in subsection (3) to the nominee. Where however such nominee is not admitted to membership in the society or where the deceased member made no such nomination, the society shall within one year of the death of such deceased member pay to the nominee or legal personal representative of the deceased member as the case may be, such sum, not exceeding the said limit, representing the value or part thereof of the deceased member's shares or interest in the society. (2) Nothing in this section shall be construed as prohibiting a nominee who has been admitted to membership from electing to receive payment representing the value of the _deceased member's shares or interest instead of accepting a. transfer. (3) A society shall subject to section 30 and unless pre- vented by order of a court of competent jurisdiction pay to such nominee or legal personal representative, as the case may be, a sum not exceeding five thousand dollars due to the deceased member from the society. All other moneys due to the deceased 50 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 19 member from the society shall fall into his estate arid be subject in all respects to the laws relating to _inheritance including the requirement to pay estate ~uty.

42. (1) The liability of a past member for the debts of a society Liability member and or past as they existed at the time when he ceased to be a member, shall estate or continue for a period of two years from the date of his ceasing to deceased member for debts or society. be a member. (2) The estate of a deceased member is liable for a period of two years from the date of his decease for the debts of a society as they existed at the time of his death. PART IV PROPERTY AND FUNDS OF SOCIETIES Restriction on loans.

43. ( 1) A society may not, save with the consent of the Com- missioner, make a loan to any person other than a member. (2) A society may not save with the consent in writing of the Commissioner lend its m~ney on mortgage of real property. (3) No loan shall be made to an officer of a credit union of a slim in excess of the value of hi_s shares and deposits and accumu- lated dividends and interests thereon unless such loan is approved by the vote of a two-thirds majority at a meeting of the other members of the board, the credit committee and the supervisory committee all sitting together or is made with the consent in writing of all the members, other than the borrowing officer, constituting the board, the credit committee and the supervisory committee. Society may receive deposits •44_ (1) Subject to the regulations or any bye-laws of a society iff ~,8:1;16J. made for the purpose, a society may receive deposits and loans from persons who are not members of the society for the purpose ~f meeting any of its obligations or discharging any of its func- tions under this Act. (2) A society may by mortgage or in any other manner it dee_ms appropriate guarantee the repayment of any sums received by 1t pursuant to subsection (1). ·· •oeemed to have come into operation on 9th June 1971 (see Acl 24 or 1976, s. 3). L.R.O. 111980 51 LAWS OF TRINIDAD AND TOBAGO 20 Chap. 81:03 Co-operative Societies Investment of funds.

45. A society may invest or deposit its funds- (a) in any bank approved by the Commissioner; (b) in any securities issued or guaranteed by the Gov- ernment; ( c) in the shares or on the security of any other society, provided that no such investment shall be made in the shares of any society other than one with limited liability; or ( d) in any other manner permitted , by the Commis- sioner. Restriction on dividend.

46. A society may pay a dividend on share capital to its mem- bers at a rate not exceeding that specified in the regulations. Re,.,rve fund. (7 of 1972).

47. ( 1) Every society that realises a surplus from its transac- tions shall establish and maintain a reserve fund. (2) At least one-tenth of the net surplus of the society each year as ascertained by the annual audit shall be credited to the reserve fund, and such reserve fund may, subject to the approval of the Commissioner, be used in the business of the society or may be invested in accordance with section 45. Restriction on di>tribution o(

48. Any balance of the surplus of a society, after making the surplus. prescribed provision for the reserve fund, may together with any available surplus of past years, be distributed among its members to the extent and under the conditions prescribed by the regula- tions and by the bye-laws of the society. Pension Cund. 49. A society may establish a contributory pension fund for its servants and employees and may contribute to such pension fund from its net surplus, after the prescribed payments have been made to the reserve fund.· Such pension fund shall not be con- sidered part of the assets of the society but shall be invested under section 45. Conrributioo 10 charirable

50. With the approval of the Commissioner any society after purpose. making the prescribed payments to its reserve fund, may- (a) set aside a sum not exceeding twenty per cent of its net surplus; and (b) at any time utilise that sum in contributing to any public, co-operative or charitable purpose. 52 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 21

51. ( 1) Every society shall have its accounts audited annually Audit. by the Commissioner or some other p~rson authorised by him or, in accordance with regulations made by the Minister in that behalf, by an auditor selected by the society and approved by the Commissioner. (2) Each society shall pay a fee where the audit is carried out by the Commissioner or some other person authorised by him for that purpose and such fee shall be paid to a fund called "The Supervisory and Audit Fund," to be administered according to the regulations. (3) The audit shall include an examination of overdue debts, if any, the verification of cash balances and securities, and a valuation of the assets and liabilities of the society. (4) The Commissioner or other person auditing the accounts of any society shall have free ·access to the books, accounts and vouchers of the society. (5) The members of the board, and all officers of the society shall furnish the Commissioner or other person auditing the accounts with all such information regarding the transactions and operations of the society as may be required. (6) The Commissioner and every other person appointed to audit the accounts of a society shall have power at the time of the audit- (a) to summon any officer, agent, servant or member of the society or any other person, whom he has reason to believe can give valuable information regarding any transactions of the society or the management of its affairs, to give such information; or (b) to require any officer, agent, servant or member of the society or any other person to produce any book or document relating to any cash or securities belonging to the society. PARTY RECONSTRUCTION OF SOCIETIES

52. (1) Reconstruction of a society may be effected in any of Rt'm1,s~~Of1 the following ways, that is to say, a society may- 11 ::f%~;sj, (a) amalgamate with other societies to form a single society; L.R.O. Jll980 53 LAWS OF TRINIDAD AND TOBAGO 22 Chap. 81:03 Co-operative Societies (b) transfer its assets and liabilities to another society; or ( c) divide itself into two or more societies. (2) The procedures to be adopted in any such case are set out in sections 53 to 56 .. Amal~amation of socctics.

53. (1) Any two or more societies may, with the approval of the Commissioner by a resolution passed by not less than three- fourths of all the members of each such society present and voting at a special general meeting called for the purpose amalgamate as one society. ' (2) On the passing of the resolution referred to in subsec- tion ( 1) each such society shall apply to the Commissioner for cancellation of its registration and together make application for the registration of the amalgamated society. (3) Registration 9f the amalgamated society shall be a sufficient conveyance to vest the assets and liabilities of the amal- gamating societies in the amalgamated society. Transfer of societies. 54. ( 1) Any society may, with the approval of the Commis- sioner, by resolution passed by not less than three-fourths of all the members present and voting at a special general meeting called for the purpose, agree to transfer its assets and liabilities to 1 any other society which has agreed to accept them. Acceptance of that other society shall be evidenced by a resolution of not less than three-fourths of the members of that other society present and voting at a special general meeting called for the purpose. (2) On the passing.of the resolutions referred to in subsec- 0 tion ( 1) the transferor society shall app ly to the Commissioner for cancellation of its registration and the transferee society shall submit to the Commissioner a copy of its resolution agreeing to the transfer. Cancellation of registration and the submission of the resolution agreeing to accept the transfer shall be a sufficient conveyance to vest the assets and liabilities of the transferor in the transferee. Cairns of objecting 55. Notwithstanding sections 53 and 54, no amalgamation or creditor 10 be satisfied. transfer shall be effected unless the creditors of the societies con- cerned are given three months written notice of the proposals and where any such creditor objects in writing to the proposal his claims against the society are first satisfied. Division of societies. 56. (1) Any society may, with the approval of the Commis- sioner, by a resolution passed by three-fourths of the members present and voting at a special general meeting called for the 54 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 23 purpose, resolve to divide itself into two or more societies. The resolution (hereinafter in this section.referred to as a "prelimi- nary resolution") shall contain proposals for the division of the assets aod liabilities of the society among the new societies·into which it is proposed to divide the society and may specify the area of operation of, and the members who will constitute, each of the new societies. (2) A copy of the preliminary resolution shall be sent to all the members and creditors of the society. A notice of the resolu- tion shall also be given to all other persons whose interests may be affected by the division of the society. (3) Any member of the society may, notwithstanding any bye-law to the contrary, by notice given to the society within a period of three months from his receipt of the preliminary resolu- tion, intimate his intention not to become a member of any of the new societies. (4) Any creditor of the society may, notwithstanding any_ agreement to the contrary, by notice given to the society within a period of three months from his receipt of the preliminary resolu- tion, intimate his intention to demand the payment of moneys due to him. (5) Any other person whose interest may be affected by the division may by notice given to the society object to the division unless his claim is satisfied. ( 6) After the expiry of three months from the receipt of the preliminary resolution by all the members and creditors of the society and of the notice to other persons given under subsection (2), another special general meeting of the society, of which at least fifteen clear days' notice shall b~ given to its members, shall be convened for considering the preliminary resolution. If, at such meeting the preliminary resolution is confirmed by a resolu- tion passed by not less than two-thirds of the members present and voting either without changes or with such changes as in the opinion of the Commissioner are not material, the Commissioner· may subject to the provisions of subsection (9) and section 17, register the new societies. On such registration, the original soci- ety shall be deemed to be dissolved and its registratipn cancelled. (7) The decision of the Commissioner as to whether or _not any changes made in the preliminary resolution are _I_Daterial shall be final and no appeal shall lie therefrom. (8) At the special general meeting referred to in sub- section (6) provision shall be made by another resolution for- L.R.O. JIJ980 55 LAWS OF TRINIDAD AND TOBAGO 24 Chap. 81:03 Co-operative Societies (a) repayment of the share capital of all the members who have given notice under subsection (3); (b) satisfaction of the claims of all the creditors who have given notice under subsection ( 4); (c) satisfaction of the claims of such of the other persons who have given notice under subsection (5) as the Commissioner decides, or securing their claims in such manner as the Commissioner directs, save that no member or creditor or other perso,n shall be entitled to such repayment or satisfaction until the preliminary resolution is confirmed as provided in subsection (6). (9) If within such time from the confirmation of the pre- liminary resolution as the Commissioner considers reasonable subsection (8) is not complied with, the Commissioner may refuse to register the new societies. Effect of 57. The registration of new societies established pursuant to regiS1ra1ion of new societies. [7 of 1972). section 56 shall be a sufficient conveyance to vest the assets and liabilities of the original society in the new societies in the manner specified in the preliminary resolution as confirmed under subsec- tion (6) of that section. PART VI WINDING-UP Winding-up.

58. If the Commissioner, after an inquiry has been held under section 4, is of the opinion that the society ought to be wound up, he may make an order directing it to be wound up and may appoint a liquidator for the purpose and fix his remuneration which shall be paid out of the funds of the society. Where no liquidator is appointed the assets and liabilities of the society shall vest in the Commissioner. Society m•y be 59. Where it is a condition of the registration of a society that it wound-up ,r membership is reduced. shall consist of at least twelve members who are above the age of twenty-one years, the Commissioner may by order in wri!ing direct the society to be wound up, if at any time it is proved to his satisfaction that the membership has been reduced to less than twelve such members. Power of 60. (1) Where, pursuant to section 18(4) the Commissioner Commissioner on issuing 1 issues a winding-up order, the assets and liabilities of the society winding-up order. {24 of 1976). 56 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 25 shall forthwith vest in him and he shall have in respect of those assets and liabilities the powers of a liquidator under section 61. (2) The Commissioner may by notice published in. the Gazette delegate his pow_er as a liquidator to an officer of his department. (3) Any delegation under subsection (2) shall be revocable at will and shall not preclude the Commissioner from exercising the power. ( 4) In the exercise of his power as a liquidator, the Com- missioner or the officer delegated by him pursuant to subsec- tion (2) shall adopt the procedure specified in regulation 56(b) to (!) of the Co-operative Societies Regulations except that the pro- 225/1971. visions of regulation 56(c) thereof shall not apply where the Commissioner exercises the power personally.

61. A liquidator appointed under section 58 shall have power Powers or I liquidalor. to do all or any of the following things- (a) to take immediate possession of all assets belonging to the society and of all books, records and other documents relating to the business thereof, to carry on the business of the society so far as may be neces- sary for its winding-up and to raise on the security of the assets of the society the money requisite for this purpose; (b) to have disputes referred to the Commissioner with recommendations that the disputes be settled by arbitration under section 67 and to institute and def end actions and other legal proceedings on behalf of the society in the name of his office; (c) to investigate all claims against the society and, sub- ject to the provisions of this Act, to decide questions of priority arising out of such claims, and to pay rateably according to the amount of such debts, the surplus if any being applied in payment of interest from the date of liquidation at a rate to be ,fixed by the Commissioner and not exceeding- the. contract rate; ( d) to fix the time within which creditors .. shall prove their debts and claims or be included for the benefit of any distribution made before those debts or claims are proved; L.R.O. ///980 57 LAWS OF TRINIDAD AND TOBAGO 26 Chap. 81:03 Co-operative Societies (e) make any compromise or arrangement with cred- itors or persons claiming tC? be creditors or having or alleging to have any claim, present or future, for which the society may be rendered liable; (j) compromise all calls or liabilities to calls and debts and liabilities capable of resulting in debts, and all claims, present or future, certain or contingent, sub- sisting or supposed to subsist between the society and a contributory or alleged contributory or other debtor or person apprehending liability to the soci- ety, and all questions in any way relating to or affect- ing the assets or the winding up of the society on such terms as may be agreed and take any security for the discharge of any such call, liability, debt or claim and give a complete discharge in respect thereof; (g) from time to time to determine the contribution to be made or remaining to be made by the members or past members or by the estates or nominees or legal personal representatives of deceased members or by any officer, to the assets of the society, such con- tribution shall include debts due from such members or persons; (h) to determine by what persons and in what propor- tions the cost of the liquidation shall be borne; (i) to arrange for the distribution of the assets of the society in a convenient manner when a scheme of distribution has been approved by the Commissioner. Effect of 62. When the affairs of a society for which a liquidator has c:ana:Uation of regi51n1ion. been appointed under section 58 have been wound up, or where no liquidator has been appointed after two months from the date of an order under section 59 or afte.r confirmation of such order on appeal, the Commissioner shall make an order cancelling the registration of the society, and the society shall be deemed to be dissolved from the date of such order. Bu of action in rec::o<111ructioa, 63. Save in so far as is expressly provided in this Act, no court winding-up and diuolution shall take cognisance of any matter connected with the recon- m.anen. struction within the meaning of Part V, winding-up or dissolution [7 of 1972). of a society under this Act, and when a society has been recon- structed or a winding-up order has been made no action or other legal proceeding shall lie or be proceeded with against the society 58 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 27 ,ccept by leave of the Commissioner and subject to such terms as e . he may impose. Disposal o(

64. After all the liabilities including the paid-up share capita·! of surplus assets. 8 cancelled society have been met, any surplus assets shall not be divided amongst its members but shall be devoted to any object described in the bye-laws of the society, and when no object is so described, to any object of public utility determined by the gen- eral meeting of the society an~ approved by the Commissioner, or such assets, should the members so agree, may Qe assigned by the Commissioner in whole or in part to either or both of the following- (a) an object of public utility of local interest; (b) a charitable purpose, or may be placed on deposit with a bank approved by the Commis- sioner until such time as a society with similar objects and bye- laws is registered when with the consent of the Commissioner such surplus assets may be credited to the reserve fund of such new society. Power of

65. ( 1) Where, in the course of the winding-up of a society, it CommisJioner appears that any person who has taken part in the organisation or officers to surcharge etc. o{ management of such society or any past or present officer of such registered society has misapplied or retained or become liable or account- society. able for any money or property of such society or has been guilty of misfeasance or breach of trust in relation to such society the Commissioner may, on the application of the liquidator or of any creditor or contributory, inquire into the conduct of such person and make an order requiring him to repay or restore the money or property or any part thereof with interest at such rate as the Commissioner thinks just or to contribute such sum to the assets of such society by way of compensation in regard to the misappli- cation, retainer, dishonesty or breach of trust as the Commis- sioner thinks just. (2) This section shall apply notwithstanding that the act is one for which the offender may be criminally liable.

66. Where the Commissioner is satisfied that any person with Attachment propcr1y. of Intent to defraud or delay the execution of any ordet that may be "?ade ~nder section 59 or section 65 or any decision that may be given 1~ a dispute referred to the Commissioner or. to any arbi- trators 1s about to dispose of the whole or any part of his prop- c~ty, the Commissioner may, unless adequate security is fur- nished, apply to the Magistrate of the district in which the prop- L.R.O. 111980 59 LAWS OF TRINIDAD AND TOBAGO 28 Chap. 81:03 Co-operative Societies erty is situate for an Order for the conditional attachment of such property and the Magistrate may where he considers it to be in the interest of justice, make such an Order. PART VII DISPUTES Se11kmen1 of disputes. 67. ( 1) If any dispute touching the business of a society arises- (a) among members, past members ~nd persons claim- ing through members, past members and deceased members; (b) between a member, past member, or person claim- ing through a member, past member or deceased member, and the society, its board, or any officer of the society; (c) between a member and the society arising out of or under any bye-law or bye-laws relating to the dis- posal of the produce of agriculture or animal hus- bandry, or under any contract, made under sec- tion 27; ( d) between the society or its board and any officer of the society; ( e) between the society and ahy other society; or (fJ between the society and any of its creditors, the dispute shall be referred to the Commissioner for decision. (2) The Commissioner may before proceeding to hear or determine a dispute, make or cause to be made a preliminary investigation into the dispute with the object of ascertaining the facts, defining the issues and endeavouring to bring about a vol- untary settlement between the parties to the dispute. (3) The Commissioner may, on a dispute being referred to him under subsection ( 1)- (a) decide the dispute himself; or (b) with the consent of the parties refer the dispute to arbitration. (4) The settlement of any dispute by an arbitration award shall be final and shall not be called in question in any court of law. · (5) For the purpose of hearing and determining any dis- pute the Commissioner, or the arbitrator as the case may be, may 60 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 29 administer oaths, and may require the attendance of all parties concerned and witnesses, and the production of all books, docu- p:1ents and things relating to the dispute. (6) The Commissioner, or the arbitrator as the case may be, shall also have power to order the expenses of determining any dispute including fees to legal practitioners to be paid either out of the funds of the society or by such parties to the dispute as he in his absolute discretion may think fit. (7) The decision given in respect of every dispute under this section shall be recorded in the prescribed form or as near thereto as the circumstances of the case may require and a copy thereof shall be issued to every party to the dispute. (8) Every order made by the Commissioner and any arbi- tration award shall be executed by any civil court in the same manner as a decree or order of such court. (9) In this section "dispute" includes a claim by a society for any debt or demand dae to it from a member, past member or the nominee, heir or legal' personal representative of a deceased member.

68. (1) Notwithstanding anything contained in section 67, the Case !lated on question bf law. Commissioner at any time when proceeding to a decision under this Act or the Minister when an appeal has been preferred to him against any decision of the Commissioner under this Act may refer any question of law arising out of such decision for the opinion of the High Court. (2) Any Judge of the High Court may consider and deter- mine any question of law so referred and the opinion given on such question shall be final and conclusive. PART VIII OFFENCES

69. (1) Any member, a~ent or employee of a socie_ty wti~ cor- ~~: and ruptly accepts, agrees to accept, obtains or attempts to! obtain bribery. ihether for himself or another, any gift or consideration as an ~ducement or reward for doing or forbearing to do any act relat- g to the business of the society or for showing favour or dis- favour to any person in relation to the business of the society and any person who corruptly gives, agrees to give, or offers such gift L.R.O. 111980 61 LAWS OF TRINIDAD AND TOBAGO 30 Chap. 81:03 Co-operative Societies or consideration to any such member, agent or employee of a society as such inducement or reward, is liable on summary con. viction to a fine of four thousand dollars and to imprisonment for two years .and on conviction on indictment to imprisonment for five years. (2).In this section "consideration" includes valuable con- sideration of any kind. Falsely obtaining

70. (1) Any person who obtains possession of any property of withholding, or or is granted any loan by a society by false representation or other misapply inf praperty o corrupt means or wrongfully withholds or misapplies any such IOClety. property or loan or wilfully applies any part thereof to purposes other than those directed or expressed in the· bye-laws of such society or authorised in this Act or the regulations, is liable on summary conviction to a fine of two thousand dollars and to imprisonment for one year and on conviction on indictment to a fine or imprisonment for five years. (2) In any proceedings under this section the person accused may in addition to any penalty imposed be ordered to deliver up any property or repay any sum of money to which the proceedings relate and pay the cost of the proceedings. Offences. 71. (1) A society or any officer or member thereof or any other person who fails without re~sonable cause or wilfully neglects or refuses to comply with any requirement of this Act or the regula• tions or to furnish any information or who purporting to comply with any such requirement knowingly furnishes false information is guilty of an offence. (2) Any person who wilfully or without reasonable cause disobeys any summons, order or direction lawfully issued under this Act or the regulations is guilty of an offence. (3) Any officer or member of a society who wilfully con· travenes the bye-laws of the society relating to his duties or func- tions as such officer or member is guilty of an offence. Dealing with 72. (1) Any person who fraudulently or clandestin~ly removes P'??"r1Y subject to a any property comprised in a charge create:1 in favou~ of a society charge. under. section 29 from the place where suer property was ~ituate at the time of the execution of the charge or who knowinglf disposes of or deals with or attempts to dispose· of or deal wit~! such property without first obtaining in writing leave of the soc1-; ety on summary conviction is liable to a fine of two thousand! dollars and to imprisonment for one year. 62 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 31 (2) Where any person who has received a loan from a soci- ety is convicted of an offence under _this section there may be imposed on him notwithstanding any penalty specified in subsec- tion ( 1) an additional penalty equal to such amount of the 1oan with interest as has not been repaid to the date of the conviction and the payment of such additional penalty shall discharge the liability of the borrower to repay the loan. (3) Where the court has imposed an additional penalty specified in subsection (2) and such penalty is not paid the court may order that the person convicted under this section and who has defaulted in the payment of the additional penalty be impris- oned for six months in respect of such default. Penally for

73. Every society and every officer or member thereof or other offences not person guilty of an offence under this Act for which no penalty is otherwise provided for. expressly provided is liable on summary conviction to a fine of two thousand dollars and in the case of a continuing offence to a further fine of one hundred dollars for each day that the offence continues after conviction thereof. PART IX MISCELLANEOUS.

74. A party aggrieved or adversely affected by any order or Appeals. decision of the Commissioner under this Act may appeal there- from to the Minister within two months of such order or decision, and a further appeal may lie therefrom to a Judge in Chambers within one month of such order or decision of the Minister. Delegation ol

75. The Commissioner may by instrument in writing delegate powcn. to any person any of his powers, except this power of delegation, and any power so delegated shall be exercised in the manner and to the extent sp~cified in the instrument of delegation.

76. (1) No stump duty, registration fee nor cour,t fee'shall be No stamp duty etc. payable on payable on any instrument executed in pursuance of this Act or in(7stofrument. 1972). the regulations. (2) No fee shall be payable for the certification by the Commissioner or the Registrar General of any form of agreement under this Act. L.R.O. 111980 63 LAWS OFTRINlDAD AND TOBAGO 32' Chap. 81:03 Co-operative Societies Pr"""' Companies OM of

77. The Companies Ordinance does not apply to any society Ordinance not lo apply, within the meaning of this Act. 01. 31 No. I. (195'.) Ed.). Ad not lo apply to Trinidad 78. This Act does not apply to the Trinidad Co-operative Bank Co--Ope ~live Bank. Limited. Saving !or exi,ting 79. ( 1) Every society registered or deemed to have been regis- socictie,. bye-laws, rule•, rcgulaiions, etc. tered under any of the • Ordinances hereby repealed and whose (7 of 1972]. registration subsists at the date of the commen~ement of this Act shall be deemed to have been registered under this Act and the bye-laws or rules of such society shall, so far as they are not inconsistent with this Act, continue in force until altered, substi- tuted or revoked by bye-laws made under this Act, so however 6 or 1954. that societies registered under the repealed Agricultural Credit Societies Ordinance 1954 shall be deemed to have been regis- tered with unlimited liability. Oi. 38 No. '4. (1950 Ed.). (2) Sections 86 to 101 of the Credit Union Societies Ordi- nance and the Trinidad and Tobago Credit Union Bank Rules 1952 shall be deemed to be the bye-laws of the Trinidad and Tobago Credit Union Bank until altered, substituted or revoked by bye-laws mad~ under this Act. (3) The Memorandum of Association of the Credit Union League of Trinidad and Tobago filed in the office of the Commis- sioner shall be deemed to be the bye-laws of the Credit Union League of Trinidad and Toba'go until altered, substituted or revoked by bye-laws made under this Act. ( 4) All regulations and rules made under any of the Ordi- nances hereby repealed and in force at the time of the com- mencement of this Act shall, in so far as they are not inconsistent with this Act, be deemed to have been made under this Act and shall continue in force until altered, substituted or Jevoked by regulations made under this Act. (5) All appointments and orders made, notifications and notices issued, and suits or other proceedings instituted or deemed to have been made, issued or instituted under any of the Ordinances hereby repealed, shall, so far as may be, be deemed to have been respectively made, issued and instituted under this Act. "Former section 79 of this Act (omitted) repealed the Credit Union Societies Ordinance, Ch. 38 No. 4; the Co-operatives Societies Ordinance, Ch. 38 No. 5; the Agricultural Credit Societies Ordinance 1954 (6 of 1954). 64 LAWS OF TRINIDAD AND TOBAGO Co-operative Societies Chap. 81:03 33 (6) Where in any law reference is made to a credit union or to a co-operative society or to an agricultural credit society regis- tered under any of the Ordinances hereby repealed the reference shall be deemed to apply to a society registered or deemed ro be registered under this Act. Power to

80. The Minister may, by Order, exempt any society or class of exem{'I societies from any of the provisions of this Act, or may direct that societies from provisions of this Act shall apply to such society or class of societies with such Ac1. modifications as may be specified in the Order;-save that no order (7 of 19721, to the prejudice of any society shall be made without an oppor- tunity being given to such society to represent its case.

81. The Minister may make regulations to carry out the pur- Regulations. poses of this Act and in particular such regulations may- ( a) prescribe all things required by this Act to be pre- scribed; (b) provide for the constitution and management of societies, specifying the rights and obligations of . members; ( c) provide for general meetings of the members and for the procedure at such meetings and the powers to be exercised by such meetings; ( d) prescribe the returns to be submitted by a society to the Commissioner, the persons by whom and the form in which such returns shall be submitted; ( e) set out the procedure for the certification of copies of documents or entries in the books of societies and fi~ the charges to be levied for such .copies; (j) provide for the writing off of bad debts; (g) prescribe the manner in which any question as to the breach of any bye-laws or contract relating to the disposal of produce to or through a society may be determined, and the manner in which liquidated damages for any such breach may be ascertained or assessed; (h) provide for the procedure to be followed by a liquidator appointed under section 58 or by the Commissioner under section 4; (i) provide for the appointment of arbitrators and the procedure to be followed in proceedings before them; L.R.O. 1/1980 65 LAWS OF TR1N1DAD AND TOBAGO 34 Chap. 81:03 Co-operative Societies (j) prescribe the procedure to be followed in presenting and disposing of appeals; and (k) specify the conditions and the rates of payment of contributions by societies to any pension fund which they may· establish for the benefit of their servants and employees. 66