Co-operative Societies Ordinance (CAP. 70)

TABLE' OF CONTENTS PART I Preliminary SECTION 1. Short Title. 2. Interpretation. PART II Registration 3. App6imment of Registrar and Assistant Registrars. 4. Societies which may be Regisrered. 5. Conditions of Registration. 6. Application for Registration. 7. Registration. 8. Societies to be Bodies Corporate. 9. Evidence of Registration . .PART III Duties and Privileges of Societies 10. Amendment of the By-Laws of a Registered So:iety. 11. Address of Society. 12. Copy of Ordinance, Rules, By-Laws, etc., to be op::n to insp:::ticJ 13. Disposal of Produce to or through a Registered So;icty. 14. Creation of Chal!!•~s in F:!vour of Re!!istered So:i::ties. 15. Charn:e and set otfin reso~ct of Sharetor Interest o: M::n!Jers. 16. Shares or Interest not Liable to Attachment or S::ile. 17. Transfer of Interest on De3th of Member. 18. Deposits by or on fkhalf of Minors. 19. Re!!ister of Members. 20. Proof of Entries in ~oaks of Society. PART IV Rights and Liabilities of Members 2.1. Qualification for Membership. 22. Members i:iot to Exercise Rights till due Payment m:id~. Co-operative Societies SECTION 23. Restriction of Membership in Society. 24. Votes of Mcmba:rs. 25. Representation by Proxy. 26. Contracts with Society of M::mb~rs wlio are Minors. 27. No Individual to hold more th~n one-fi~th of Share Capital of any Society. 28. Restrictions on T r:m.sfer of Share or Interest. ~9. Li:b~~ity \ )f P'"1~ :--.!err:1er anG ::~:at~ of C·~~:::~:d :~·t .. :::b~r f0:- DcbLs of Sojcty. PART V Property and F11ncls of Registered Societies 30. Loans m:ide by a Regim:red S•.:--:i'!ty. 31. Deposi;s and I:oans Received by a R-!gistc:d S1)·::·!ty. 32. Restrictions on o,her TrailS!l.Ctions with non-memb::rs. 33. Investment of Funds. 34. Disposal of Profits. PART VI Audit, lnspecticm and l:1quiry 35. Audit. 36. Power of Rcgistnr to Inspect Societi~s• Books. 37. Inquiry and Inspection. 38. Power to Prosecute. PART VII D issol ut ion 39. Dissolution. 40. Cun·;e!lation of Registration o~ a So::ety du~ to !::.::k of ~-fombership. 41. Effe::t of Cancelbtion of Rezistr::don. 42. Liquid1tio;1 after C;:n-:e:I.\I: :;, o: Rcgistr:1tion of Society. 43. Liquidator·s Powers. . 44. Power o: Registr:ir to Control Liquidation. 45. Enforr-'!menr of Order. 46. Limitation of the Jurisdi::tion of the Civil Court. 47. Closure 01 Liquidation . Co-operative Societies PART VIII S11rcharge and Attachment .:r of Rezi~trar to Surcharge Officers, etc., of a Registered Society. ~al to the Gov.!mor. PART IX Disputes em::nt of Disputes. ~ Stated on Question of Law. PART X Rules PART XI Miscellaneous ;overy of Sums due to Government. :cial P0•.,·e:-s of Gov.!rnor to Exempt any Society from Requirements as to Re!!i~~ration. :c!'.11 Po,,·.::-s of Governor to Exempt Societies from Provisions of Ordinance. wer to Exempt from Stamp Duty and Registration Fees. ,ihihition of the use of the word "Co-op::rative". nalty for n,1n-compliance wich Ordinance. :i-:!in-:mces io. 15 of 1955. Jo. 7 of ~ Sac rt ti t:e. rn~reta lion. Co-operative Societies CHAPTER 70 G.:.tENADA. An Ordinance to provide for the formation and to regulate the operations of Co-operative Societies. [ 24th August, 1957 PART I Preliminary I. This Ordinance may be cited as the CO-OPERATIVE SOCIETIES ORDINANCE. 2. In this Ordinance, unless the context otherwise reqmres "bonus" means a share of the profits of a registered society divided among its members in proportion to the volume of business done with the society by them from which the profits of the society were derived; "by-laws" means the registered by-laws madt by a society in the exercise of any power conf errec by this Ordinance, and includes a registered amend ment of the by-laws; "Committee" means the governing body of ; registered society to whom the management of it affairs is entrusted; "dividend" means a share of the profits of reg:st;!rcd society divided among its members i proportion to the share capital held by them; "member" includes a person or registerc society joining in the application for the registr: tion of a society, and a person or registered socie" co-operuuve ..Juut:ut:-> milted to membership atf er registration m ;o'rdance with the by-laws; "officer" includes a chairman, secretary, :asurer, member of committee, or other person .1powered under the regulations. or by-laws to ve directions in regard to the business of a regis red society; "reaistered society" means a co-operative iciety ~egistered under this Ordinance; "Registrar" means the Registrar of Co perative Societies appointed under section 3 of is Ordinance and includes any person when <.ercising such powers of the Registrar as may have een conferred upon him under that section; "rules,, means rules made under this Ordi ance. PART II Registration The Governor may appoint a person to be Regis- Appoin tm )f Co-operative Societies ·for the Colony and may 1!l~!~ int persons to assist such Registrar, and may, by Registrars ·al or special order pubiished in the Gazette, confer ny such persons all or any of the powers of a )trar under this Ordinance. Subject to the provisions hereinafter contained So~ieties .;iety ~hich has a~ its object th~ promotion of th~ b~~:gi~ omzc .mterest of Its members m accordance with perative principles, or a society established with the .;t of f~cilitating the operations of such a society. be registered under this Ordinance with or without ed liability as the Registrar may decide: Provided that the . liability ?f a society which ides at least one registered society among its mem ; shall be limited. 6 Co-operarive Societies Conditions of 5.-0) No society, other than a society of which a registration. member is a registered society, shall be registered under this Ordinance, which does not consist of at least ten perscns each of whom is qualified under s~ction 21 ror membership under .this Ordinance. Application for registra• lion. (2) The word "co-operat1ve·' shall form part of the name of every society registered under this Ordi nance; (3) The word "litnited"' shall be the last word in the name of every society with limited liability registered under this Ordinance. (4 When for the purposes of t!1is section an) question arises as to age, residence, or occupation 0 1 land constituting the qualification of any person, tha question shall be decided by the Registrar whose deci sion shall be final. 6.-(1) For the purpose of registration an applic~ tion shall be made to the Registrar. (2) The application shall be signed (a) in the case of a sac:etv of whic,b ~ men ber i~ a re~istered society. b ~: at Ieast1fll perso1 qualified m accordance with the reqmremen of subsection ( 1) of section 5; and (b) in the case cf a societv of which a mer ber is a registered society. b}1 a duly authoriz1 person on behalf of every such register: society, and, where all the members of t society are not registered sc~ieti~s. by ten oth members. or. when t~.::-e :1re !~ss tnnn t other members, by ~11 of them. (3) The application shail be accompnnied copies of the proposed by-la\VS of the society. and 1 persons by whom or on whose b':half such ap;,li-;at; is made shall furnish such information in regard to , society as the Registrar may require. Co-opermive Societies 7.-(1) If the Reuistrar is safafied that a society has Registration. ,mpliecl with th~ provisions of this Ordinance and the 1les. and that its proposed by-laws are not contrnry to 1is Ordinance or to the rules. he may. if he thinks fit, :!istcr the s0cict': ancl its bv:1a,11s. An appeal shall lie 1- the Go\'~rnor ·in Council" a!!ainst the refusal of the .c!!istrar to re!!is!er ?.r.v society within one month from 1e.date of such refusal. (2 On re!!i~tration the society shall pay such fee ~ may b~ required by the rules. 8. The re!!istration of a societv shall render it a bodv Societies to b • . d h.. h . . . d . h. be bodies urporate y tne name Un er W lC It IS reg1stere , Wlt corporate. erpetual sucession and with power to hold property, 1 enter jnto contracts. to institute and def end sutis and ther legal proceedings. and to do all things necessary ur the rurpose of its constitution. 9. A certificate of registration signed by the Regis- Evi denc7 of rar shall be conclusive evidence that the society therein regi strauon. nentioned is dul\' re!!istered. un'.ess it is proved that the egistration of th·e scciety has been cancelled. PART III Duties and Privileges of Societies 10.-(1) Any re£!istered society may. subject to this Amendment )rdinance and the ru1es, amend· its by-laws, including b~-~~~s of ;i he by-law wh:ch declares the name cf the society. reg[stered !2) J\·o an'!e:1 ~1m:::nt of the bv-laws of a registered society . . r•c!e,.- sh.::11 t-e , :!)id t:nti! the a·n~~r:dment has heeh :gisdrcd ur.cler this Ordinance. for which purpose :opies of th~ r.rr.endment sha11 be forwarded to the ,{ egistrar. (3) If the Registrar is satis5cd that any amend nent of the by-laws is not contr[l.ry to this Ordinance ir to the rules, he may,--if he thinks fit, register the unendrnent. An appeal shall lie to the Governor in 7 hcss of ,cty. PY of ;dinancc, les, by ws, etc., to : open to spection. )isposal of iroducc to ,r through 1 registered ,ocicty. Council against the refusal of the Registrar to register any amendment of any by-law. (4) An amendment which changes the name of a ,society .shall .not .affect any right or obligation of the society or of any of its members or -past member-s, and any legal proceedings pending may be continued by or against the society under its new name. (5) When the Registrar registers an amendment of the by-laws of a registered society, he shall issue to the society a copy of the amendment certified by him, which shall be conclusive evidence of the fact that the amendment has been duiy registered. (6) In this section, "ame,ndment" includes the making of a new by-law and the variation or recission of a by-law. J L Every registered society shall have an address, registered in accordance with the rules, to which all .notices and communications may be sent, and shall send to the Registrar notice of every eh-an~ ,of that .;.u.uu.e,ss 12. Every registered society shall keep a copy of this Ordinance and of the rules and of its by-laws and a list of its members open to inspection, free of charge, at all reasonable times at the registered address of the society. 13.-0) A registered society which has as one of its objects the· disposal of any article produced or obtained by the work or industry of its members whether the produce of agriculture, animal husbandry, forestry, fisheries, handicrafts or otherwise ma y -provide in .its by-laws or may otherwise contract with its members:-· (a) that every such member who produces anv such article shall dispose of the whole or any specified amount, proportion or description thereof to or through the society; and (b) thaf any member who is proved or adjudged, in such manner as may be prescribed Co-op::ra.'ii'e Societies crp::::,··:... ~-,···· .... J or riurchc1'"-; , ..,.,,.... :""· , .. ,,. 0'·:, .... r r:-:r½ts c arr:ount c;: D""•":';'? ... ·"'"' !'--· :-,,r.: ... r--..,,;~,·-,, ,:- 1-.n~l J .. --:\ '::'I ,; •• ,.. •.. , ....... .,. .... • ......... , -··C!~.;l....-( .. ll. charrre Pt:::::::1 h:-;: =·· '. "!"·"',t :., 11·"' 0 f""l T'lr"'\r . .,.rht C • • ,. J. .. . \., , .... '"-.lJ .,, ~ . . iJ• V ,. ..,.,,. '- I ,. the society. · · 10 Char;e and set 011 in res;,ect of shares or interest of members. Shares or interest not liable to a1tachment or sale. Transfer of interest on death of member. Co-operative Soch!ries 15. A registered society shall have a cha,ge upon ti shares or interests in the capital and on the deposits , a member or past member er deceased· member ar upon any dividend, bonus, or profits payable to member or past member or to the estate of a deceas( member in respect of any debt due to the society frc such member or pa3t member or estate,. and may set c any sum credited or p:iyab!e to a member or pa member or estate of a decea.sed member in or towan payment of any such debt. 16. Subject to the provis:0:1s cf s~ction 15, the shm or interest of a member in t~1e can:tal of a re2:istere society shall not b·:! lint-le i0 nt!~chrnent or sale und< any decree or 9rder of a court in respect of anv debt c liability incurred by such member, and neither h assignee in insolvency r.or a receiver duly appointe shall be entitled to, or have any claim on, such shar or interest. 17.-(1) On the death of a me!Tiber. a re!!istere soc:etv mav transfer the r.!-lnrc Gr interest of the d·eceac;e ff~mber t.,- the pers~m no:-'.·1ina!ed in ~v::cordance with fr r11;cs made in his b-:=:hn~f. or. if tI1er-~ is no person ~ nominated, to suci1 r~:<:-:-.n.s a~ 1~-:any 2pp(;'ar to ti Committee to be t'.1e heir or !e!:.11 repres-entci.tive of ti dece~ . ed member. or m:w D3.V to S'.1ch nomin~e. he or leP:al renn:sent2.!. =\'-:. r~ th~ c~~e mriv be. a sum repr sentiJ1g the value n~ snch rne,.. 1b~r's shg re or interest. : ascertained in accordance ·.·.':C1 tte ru!es or by-laws: P:cvided thaf ( r,) :;~ t'·~ ,,nr-, rr :' '""'.'::!tV ,., .,jth unl! 111it Eabilit-1 s1.1i;'1 norrinf:~. h~ir or kgal repr:-: 1<i': tive. as the ~:1::i:' !;le'\' b?. r;·::,, r fl:'(lllire P8VTT'f: bv the societv nf the- ~·alue cf th~ sh.are or inter: of the deceac:~d me·nb~r r.,ce,tained as afnresa; (b) in the crrse of~ society with limited liabil; Co-op~rative Societies the soc:ety may tra::~f er the sirnre ~r intere~t of th.! d~<.:eased r~1-~::.'i'. ~r tn sach norrnnee, heir or le1!al repres.:!ntafo·..::. us the case may be, being qu~tlified in acccrt:ct::~-~ ,,,itl~ the rules a1!d by-l~ws for membership cf t::; scc1ety, or on his applica tion within six months of the death of the deceased member to ar.y perr.:,::'l specified in the application ,:rho is so quaiilied. (2) A registered soc:e~y shall pay all other rr :meys due to the deceas~d member from the society to such nominee, h~ir or 1~ g~! rep:-es::n~ative, as the case may be. (3) Ali transf.::rs and pJ:/rnen~s made by a regis tered society in a(:CO:da~lCc with the provisions of this section shall be valici ana tifoc~ .... 2..1 ag~inst any demand made upon the soclety by any other person. 11 18.-(l) A reg;st;:rcd sc~:e:y li~::y receive deposits Deposits by from Or for tl1 .. b=- l"'n··~ of , .. :..,ops arrl it sh l' be lawful or 0 ~ behalf .., ,..1 ..... l •. u,., ! .'"' • a I of mmors. for a registered society to pay such i1,inors the interest which may b.econ,e due on st::::!, de11J5its. Any deposits made by a minor may, togei b-:-r with the inter.est accrued thereon, be paid to that minor; and any deposits made on behalf of a miner 1?--:i,·. t'.J~cthe:· ·~vith the interest accrued thereon, be p3;.J ~c:i tl-:-: zn8rdian of that minor for the use of the minor. (2) The rece:ct· of ::n" :y!in,,r or !!Uardian for money paid to him under t:,is :s~~c.ticn s:rnl! b-~ a sufficient discharge of the liabl!ii:y cf C:e scciety in respect of that money. . 19. A ~egister or llst of rn~:nb~rs kept by any regis- Register of \ered society shn',l l--=- n,--:;•••; ·,. ;., r.:,·:-•.,,,,..,., l)f !l'1\' of tl1e members. • " •. - 1 , • l• I.. \.,,' .\.:'lo.•.}'..,.\. (..I following p:0 rticn 1rr~·-: ('~~-: .. ·, , ·::::~;,; :- - . (a) the date at which the riai.1.1e of any person was entered in we'.: r~~-+~!cr or list as a member; (b) the date at which any such person ceased to be a member. 12 Co-apcra;ive Societies ·-. -----,--· Froor oi cn:rl~s i:'t l·.:>o'·s ol ~o;i.:t:1 Quali1k::ition for memb.::r ship. h> e:;c:r..:.,.~ rh111s t•ll d~c p:1;·.nent m::iue. 20.-(1) Ac,.::::,-,:~· a:iy ~:;tr/ in a bock of a registered .. ,,.~:~ty ••r~ .. :n-· · t· ···· ··1 · • ,---.··1·-- or t··,1·n"·ss "ha'I ii uv'-< .. ·- : ":;,:a.• .. , ...... H , ••. ,.,,., L! .:>;., 1 L<- • .;. ;>: , , cc:i:U~d '.~1 Sl.:-.. : !: .. : ·.::c; c: ri::1y be ptcs-~ ribed b? the r:.i.-:s, t~ r;;:c;;. \·; ... 1 Ui"./ :c:;~!l prcceectmg, civil 01 C-=",.,~ 11a: "S ,. .... · .... ,,. . . ·,,...c:., ... ,: .. .-: 1c"" of t',,. e":St"'·,~e 0 1 ! i.c,!. ,, <-!. }--', • , : • .i : •· "· t: \ i. \..; -... I -... '" -! \.. . such enti"y c:.:~..-: (.:. ~ t~~ :-.·:.:::tt.;~ as C\idenc~ Df 1~, matters, t":!n~.:-.:::-::!:3 a;,~ a:.·::·:·u'.1ts th·:r.;m recorded u ev"'r'-' cr .... 3 1 ""'.,!.,=t.•·'c'\ ,.. .• ,,.· ....... t-'.,... C"·"" -.. -~ nxt"•"'I ... l]s tl1e or1· 0 1·11a ~ J ,,~- HL.·-- ~, .... , ~-- .,,. ; vi1!u'~ -..., ~,,L "- , 0 entry =tr:;:,."(• =s r.-· .... · ... ,·,,e L 1 •-·• • U. .. '.,.;.:~.v . . ( ,, ';\r.') C --~- . ... ,.,!· ,,,-~, r:::ri1 sr.r-· .... :--.- s'11"ll 1·n an' - 1~..... .., •~• V- L..d . .J w ... .., -~- .. wt.-) tl , 1 le~a1 prc=:::~~lL:~ ·. : ·.0::;:c-"1 tl:~ rndety ~:- n~t a party, b1 com:-~1/:.::i to ~-- -~---: ··~~ ~.::~,- cf t,~~ z~c:..:t~{·s bool~s. tht Cont;,...,i-::: ,..7 ·~-,:-·· .. --:~ !. ,, . ."-:--:·--,·,-1 un'~ 0 - subs,,,..•:on (I l , ...... """- "• ""'·• --·•• J..,, .J. '-· " .... \.t J. -•-1 vwll Of t .. ,·s ~--~;-;o·-~ --·· -. ,.,,--~-:,- ·· - ~ v.·=,-.,,.,.~~ to p~"v0 an· .:.J.. """'- ........ ·- L- . , ll.~- ., .... , t.. ••• - J.LL•.-...:j • J. V - . r .. ia~~e.:·s, t:·.:::.:-:.~ .. :-.·: ·:::· r~~-:-:-T:ts tn-~re!n reccrdec unless the Court for special reasons so directs. R • I rg,z!s PART IV c:1:d LZabi!ir/cs of 1i1embers the r:£".l~:.- c. · .. .- : . · · ..... ·~- .. ~,:·, .. ,:.: )·. :.~ 1L:-·.:. ::: r.rr'::·t:~~-··· ~') 1 ,.. .. -·':'-"' ··1 ~= ... "'~·::ct of !~•=~~11,~rshnJ ( ·a~;,11:,•r.r'. O:::'l,..-.,-:, ..... f 1·:· ·L',o. so~:..,.ty ,.,,.. ITI"V be ~··.,.c-c•·1·b ' ""-1 . .1. \.. •. . ... • • . .. ..J. .... -.., . ,,.\, U..l lc.t.J sJ~ '-"-' J by the rn:es er b:,;-::·,•,s. 1 .,"' Except with the sanction of the Registrar, no Restriction · · . • d of mcmber ·son shall be a m:mb..!r ot more than one register~ ship in :iety whose primary object is to grant loans to its s.ocier:,,. mbers. )4 11..1!) memh rr ill .a.D\" .J:Pl'l':s.tef.ed .s.acie1\' ..Sh.all Ml'.t' Votes Df • - .J .,. .. ... .......... • -9::J- · . 1nembers ire than one vote in th= conduct of the aff a1rs of the · ;iety: Provi~ed that in the case of an equality of votes the 1irman shaii haYe a casting vote; Provided further that in the case of societies of ich a registered society is a member that society may ,e such voting powers as are provided in the rules. !5. A registered ~ociety which i~ a member of a~y !~~rb~nt.a· 1er registered society may appomt any one of its proxy. :mbers as its proxy for the purpose of voting in the nduct of the affairs of such other registered society. ~6. The minority or nonage of any person duly ~~~tty mitted as a member of any registered society shall of members t debar that person from executing any instrument or w~o are . . b~ d . mm ors. 'mg any acqmtnnce necessary to e execute or given der this Ordinance or the rules made thereunder, and di not be a ground for inn1lidating or avoiding any ltract entered into by any such person with the society; d any such contract entered into by any such person Lh the society, whether as principal or as surety, shall enforceable at ?aw er against such person notwith nding his minority 6r nonage. ?.7. No member. other than a reaistered society. shall No individual · e , to hold more Id mar~ than. Oi1e-fifth of the share capital of any than one· operative soc1ct\". fiflh of . share capital oi any society. 28.-(1) The transfer or charge of the share or interest Restrictions a member or past member or deceased member in on transfer ' capt't 1 f · t d · h 11 b b' . of share or ~ a o a reg1s ere society s a e su Ject to such interest. Liability of past member and estate of deceased member for debts of society. Loans made by a registered society. Co-operative Socie1ies 14 conditions as to maximum holding as may be prescribed by this Ordinance or by the rules. (2) In the case of a society registered with unlimited Ii.ability, a member shall not transfer any share held by him or his interest in the capital of the society or any part thereof, .u.ules.s (a) he has held such share or interest for not less than one year; and (b) the transfer or charge is made to the society, or to a member of the society, or to a person whose application for membership has been accepted by the Committee. 29.-(1) The liability of a past member for the debts of a registered society as they existed on the date on which he ceased to be a member shall not continue for a period .of more thal} two years reckoned from that date. (2) The estate of a deceased member shall not be liable for the debts of the society as they existed on the date of his decease for a period of more than two years reckoned from the date of his decease. PARTV Property and Funds of Registered Societies 30.-(l) A registered society shall not, except as pro vided in section 33, make any loan to any person other than a member: Provided that, with the consent of the Registrar. a registered society may make loans to another re!:!:istered society. (2) Excepf with the permission of the Re!!isfrar. a registere-.. d society shall not lend money on the s·ecurity of any movable property other than produce or goods in which the society is authorized to deal. . (3 The Go\"ernor may, by general or special order, prohibit or restrict the lending of money on mortgage of any description of immovable property by any registered society. 31 A reaistered society sbaTI receive deposits ana. 'Deposits anc • 0 b I h loans loans from persons who are not mem ers on y to sue received by extent and under such conditions as may be prescribed a r-?&istcrcd by the rules or by-laws. society. 32. Save as provided in sections 30 and 31. the trans- Restrictions · f · d · · h h h on other aet1ons o a reg1stere society wit persons ot er t an transactions members s hall be subject to such prohibitions and with ~n restricticns as may be prescribed by the rules. mcm "· 33. A re 0 istered soicety may invest or deposit its Investment funds- ~ of funds. <a1 in the Government Savings Bank, or with any bank or person carrying on the business of banking approved for this l'Ut"pose by the Regis trar: or ~bl in any securities issued or guaranteed by a Government under the Crown; or lei with any other registered society approved for this puroose by the Registrar; or (d l in any other mode approved by the Registrar. 34. -<I l At least one-fourth of the net profit of Disposal evcr-y registered societv. as ascertained by the audit of profits. fl!'escribed by section 35. 1 shall be carried to a fund to bi; call ed the resen·e fund. which shall be employed a<; r:-~cnbed h\· the rules. The remainder of such profits anu any pr ofits of past years available for distribution may be d1\"1ded among the members by way of dividend or bonus. or allocated to any funds constituted by the 16 Audit. Co-operari,,c Soci.crics society, to such extent or und::r suc:1 c:mditians as tr be prescribed by the rules or by-Ia·,\·s: Provided that iQ1rte case cf a society with unlimit liability, no clistributon cf p:cits shaH be made ·with: the general or special order cf the G,..--ivernar. (2) Any registe!·ed soc:ety may, \V:th the sanct: of the Registrar, after one-fo::it:. of t!1;! n~t profits any year has been carried to ?. resen-:! fund. contrib· an amount not exceeding ten !'::!r centnm of the remn ing net profit to any charitable purpose or to a comm, good fund. PART VI A uidt, lnspeczion w;d Inquiry 35.-(1) The Registrar s!":r!.~l a1..'.dit or cause to audited by scme per::::n aut:-:oriz=d by him by g~n•. or special order in writing tte accounts of every re tered society once at least in e•:ery year. (2) The a11dit under s~.:b:se:;tfon <I! of this sec1 shall include an examinatior! of ovc:·(k~ debts. if , and a valuation of the assets and liat,:;i~ics of the re tered societv. (3) The Registrar :•~d every other per appointed to audit the accm::,ts of a soci~tv sha!l Ii power when necessary {a) to summon at :he tir.1c of his audit officer, agent, servant .Jr memter of the soc who he has reason to b:::~;e\·e c:111 <!ive mat,: information in rerrar:: to ::;;v trn:is:!ctions of . t' ·,.. ,,...,. . soc:~t:· or ,:~e r.1:1n::r:::·"'"'"rt r: :~~ [\'.:: ;rs: or ( ! ... , !0 nc·::1 i:"":a !~~= ..... ·: ~ -.... ~· · :· c .. = ... t:~',' !"'~rl document relating ta Ihe a!Tc1.:rs of. or anv ( PCt1r"t; b,-ll, .... ,..:.,a ·--. t' 0 i::r~;,,t,• b,, ors.~ 1,es -i.: ,n'-=·"':., L,.., !1. ..,...,, ... J ) officer. agent. serva::1: or m2mber in oasses of such book. documei,t. c1sh or securities. c..:o-opera11ve :)ocie11es 36. The Registrar, or any person authorized by PRow er of l · I d · ·t· b , R · h 11 eA1s1rar genera or specia or er m wn mg Y t11e eg1strar s a to inspect .at all times . have access to ail the books, accounts, societies' P.apers, and securities of a registered society, and shall books, etc. be entitled to inspect the cash in hand; and every officer of the .societ)' shall furn!sh infonnatfon in regard to the transactions and working of tl}.e society as the person making such inspection may require . J. I . 37.-0) The Regi~trar may of his own motion. and !nquin-: and shall on the apvlication of a majcrity of the Committee, mspecnon • .. or of not less than on~-third of the members of a regis tered society, hold an inquiry or direct some person authorized by him by order in writing in this behalf to hold an inquiry into the comth:1tion, working and financial condition of a registered society; and all officers and r.:1embers of the societv shall furnish such inform2tion in regard to the aff ,:drs of the societv and produce the cash- in hand and such books. accounts. papers and securities of the soc:~ty ns the Registrar or the person authorized by him may require. (21 The Registrar shall. on th.! app!ication of a creditor of the regi$tered soci~ty. in:;pe::-t or dir-:::ct some person authorized bv him in writing in this behalf to inspect the books of the society, if the applicant: (a) proves that an asc:;-tained sum of money is then due him and that he has de!nanded pay ment there-;f and h2s not r~ceived satisfaction wihin a reasonable time ;and (b) deposits with the Reaistrar such sum as securitv fo: the costs of the -proposed inspection as the Reg!strar may- require. , <3) The Reistrnr shall communlcnte the results ?f any i;uch iw:r,ecr;:~n to the cr:,di1x r!1d to the scciety mto whose affairs inquiry has been made. HS Power to pr.:is;:cUl,!, Lo-operaun:: uu1.,1c::11c::.> (4) Where an inqufry is held under subs.ection of this section 'er an insr:cction is made under s1 section (2) of this ~~:t:on. ·ti:e R~gistrar may apport· the costs or such pa:·t of the casts. as he may think rif' between the re2istc}·ed soc;e~v. tl:c members demand an inquiry~ the ~offk~rs or f::--/m~J· omcers of the socit and the cred;tor. if any: on ,vhose application the inqu was made. (5) Any sum awarded by way of costs agai any society or person under this section 111ay recovered, on applicatio:1 to a Magistrate's Le having jurisdict:on m the place where the registt! offic~ of the society is situated or the person reside~ carries on business for the time being, in like manne a fine ia1posed b:; tl;e Cot:rt. 38. If any peEo::1 obtai!ls possession by false reJ fentation or in:p::)sition of any property of a societ: h~vfag the sa1!:c in his possession withholds or I ar,plies the san:e. or w:Ifully applies any part the1 to purposes otl:~r than those expressed OT directe< t:i:e rules of th•e society, and authorized by this Or, an::::. he shall. on the COj~Tolaint of the societv. or n,::::.1:.Jer authcriz::J by th; society. or the commi th:;r.;cf, er of t~,e P.ezistrnr or anv assistant rcgistra !:is :r:.:tl:o~<ty, be L1b'.e on SUi1).mary conviction~ to a 1.ct e::ce~d;ng one l:undred and twenty dollars , c~sts. anc1 to be orde:::-ed to deliver up all such prop c:- te> re1~u.y r..li mo:1eys applied improperly, anc c::::~n:.1It cf such de!i·;ery or repayment. or of the J P~Ctit of such fine. to be imprisoned for any time r· c•'""''rT~ :~, .. ,,,, :·'"!~:1tlic .. but nothina in this sec .... ~~--·-· " ..... ....... It,,., •• " .. , .l ... e (-.~:; :~:···::::~ :.:·:· :·.-c~·; r-·~:-30;1 from bein!:!: proce( '{" ..... · ... . : " ~- - . , -· · ~ ~ : -- .. - · · .. ··"" - - t = r ;, I""\ .. • • I , ,i.. •.; .. : •• ; . -... ,., :.!~ .. ' •• :, ;.1 .. , ,.-~t ore,,ous y vie t·;3. of f:.e s:-.i:.:e oJ ence under this Ordinance. PART VII 1.-(l) If the Re1it:t:ar. aft~:· 1:-·+::nf an in:iui;y er n:;sohaion. ing an inspection under sc::t;(n 37 o; on rece:pt or tpplication made by thre:<c,:·:~:: o; 1.i:e m~r.,b,::::-s registered society. is of or::1:0::1 th:t t:::! sc::ety 1t to be disso1•:ed, he may ma'.:e nn order for the can 1tion of the reg;stration of th~ s?=:~ty. . (2) Any member of a -reJ:5t·:red rn:~ety i:ny, iin two months fro;n the d.2:te of an ore.er unr~. ;ection (1) of this scct:on, appeal from su:::h o:tle: 1e Governor. (3) Where no appeal is present~d v,:thh1 two 1ths from the makinr! of .:\11 order c,nceilir:~ th~ )tration of a societ\'. the orC:er shall ta}~e eITect ffl expiry of that period. V/here an apreal is p:-~ ed within t\'.'O months, the order shall not ta:.:.e :t until it is confirmed. (4) Where the Registrar makes an order for the c:ellation of the regisfratio:.1 of a society under sub ion (1) of this section. r.e rr::iv ma!~e such further er as he may think fit for the custody of the boo!-:s documents and tbe protection cf fhe assets of the ety until the order cancelling registration takes ct. (5) No reg!stered soc:ety shaH be wound up ! by an order of the Registrar. 0. The Registrar may. b? o:·der in writing, cancel CanceJlation registration of any reg:st::-e:1 society ether than a ri~!e~r5~a iety which includes nm(mg it:: m:r-.1be:s one or more society due istered · societies, if at any tin'!e it is pro·,ed to his ~e~b~r~iip. sfaction that the number of the membe;-s has been uced to less than ten. Everv such order shall take ct from the date thereo~. · ,1. Where the rei:!ist-:-atlon of a societv is cancelled Effect of d f · ~ 3n rl • ·40 h • cancellation an or er o section 7 or un. er £ect10n t e society of reRistra• II, except for the purpose of winding up, as herein- tion. Liquidation after cancellation of reJ?istra-. tion of• society. Liq ui da tor's powers. after provided, cease to exist as a corporate body from the date on which the order takes effect, hereinafter referred to as the date of dissolution : Provided that any such privileges conferred on the society by or under sections 14, 15, 16, 17 and 50 .shall be de£>..med . to be vested in any liquidator appointed for that society by the Registrar. 42. \Vhere the registration of a society is canceUed under section 39 of0 '-section 40 the Registrar may app0int one or more persons to be, subject to his direction and control, the liquidator or liquidators of the society. 43.-(1) A liquidator appointed under section 42 shall, subject to the guidance and control of the Regis trar and o any limitations imposed by the Registrar by order under section 44, have power to (a) determine from time to time the contribution .to he made by members and past members or by the estates of deceased members of the society to its assets; (b) appoint a day by proclamation or notice be fore ,vhich creditors whose claims are not already recorded in the books of the society shall .state their claims for admission or be excluded from any distribution made be fore they have proved them; (c} decide any question of priority which arises between creditors; (cl) ref er dic;nutes to arb:tration and institue and defend suits and other le.gal proceedings on behalf of the society by his name or office; (e) decide by what persons and in what propor tions the costs of liquidation are to be borne; (/) give such directions in regard to the collection collection and distribution of assets as may be necessary in the course of winding up the society; (g) compromise any claim by or against the society .provided 1.b.e .sanction ..of the .Re,gis trar has first been obtained; (h) call such general meetings of members as may be necessary for the proper conduct of the liquidation; (i) take possession of the books, documents and assets of the society; (j) sell the property of the society; (k) carry on the business of the society so far as may be necessary for winding it up beneficially: Provided that nothnig herein contained shall itle the· liquidator of a credit society to issue any n; and U) .arr.ange fort.bl! ilistrfoll1.io.n Di the .2sse.!.s Di .the society in a convenient manner when a scheme of distributtion has been approved by the Registrar. (2) Subject to such rules as may be made in this alf, any liquidator appointed under this Ordinance II in so far as such powers are necessary for carrying the purposes of this se:tion. have power to summon I enforce the attendan:e of parties and witnesses and compel the production of documents by the same ms and (so far as may be) in the manner as is pro ~d in the case of a civil court. 4. A liquidator shall exercise his powers subject to Power or control and revision of the Registrar, who may- -Rt egistraTI ( ) . d d d b 1· "d O contro a rescm or vary any or er ma e ya 1qm ator liquidation. and make whatever new order is required; Enforce ment of order. Limitation of the jurisdiction of the civil courts. Closure of liquidation. (b) remove a liquidator from office; (c) call for all books, documents and assets of the society; (d) by order in writing 'limit the powers of a liquidator under section 43; (e) r.equire accounts to be rendered to him by the liquidator; (f) procure the auditing of the liquidator's accounts and authorize the distribution of the assets of the society; (g) make an order for the remuneration of the liquidator; or ' (h) refer any subiect of dispute between a liquida tor and any third party to arbitration if that party shall have consented in writing to be bound by the decision of the arbitrator. 45.-(1) The decision of an arbitrator on any matter referred to him under section 44 shall be binding upon the parties, and shall be enforceable in like manner as an order made by the Registrar under that section. (2) An order made by a liquidator or by the Registrar under section 43 or section 44 shall be en forced by any civil court having jurisdiction over the place where the registered office of the society is situated in like manner as a decree of that court. 46. Save in so far as is herinbefore expressly pro vided, no civil court shall have any jurisdiction in respect of any matter concerned with the dissolution of a registered society under this Ordinance. 47.-(D In the liquidation of a society whose regis tration has been cancelled, the funds, including the reserve fund, shall be applied first to the costs of liqui dation, then to the discharge of the liabilities of the '-v-upr::,uu ve .:>oc:ienes .::iety, then to the payment of the share capital and .!n, provided the by-iaws of the society permit, to the vment of a dividend at a rate not exceeding ten per 1tum per annum for any period for which no disposal orofits was made. · (2) \Vhen the liquidation of a society has been 1sed and any cred;tor of tlfat society has not claimed received what is due him under the scheme of distri tion, notice of th;:: closing of the liquidation shall be blished in the Gazette; and~ all claims against the ids of the society liquidated shall be proscribed when ,1 years have elapsed from the date of the publication the Gazette notice. (3) Any surplus remaining after the application the funds to the purposes specified in subsection (1) t the payment of any claims for which an action is tituted under subsection (2) of this section shall be lilable for use by the Registrar for any co-operative pose at his discretion. PART VIII t8.-( I) Where, in the course of the winding up of a Power of istered society it appears that anv nerson who has !efc2~;i; a; to en part in the organization or mana2ement of such oflicm, iety or any past or present officer of the society has :;s~~:ci applied or retained or become liable or accountable socictY. any money or property of such society or h:1s been ity of misfeasance or breach of trust in relation to h society, the Registrar may, on the application of the ,idator or of any creditor or contributory, examine 1 the conduct of such perso,n and make an order iiring him to repay or restore the money or property my Jlart thereof with interest at such rate as the istrar thinks just or to contribute such sum to the ts of such society by .way of compensation in regard :1e misapplication. retainer, dishonesty or breach of t as the Registrar thinks just. Appeal ui ..tbe Gover.nor. Settlement of disputes. (2) This section shall apply notwithstanding th the act is one for which the offender may be crimina responsible. 49. Any person aggrieved by any order of the Reg tr.arunder -section 48 may t1p~al ,t0 the..Go-vemor witb twenty-one days from the date of such order and t decision of the Governor shall be final and conclusi, PART IX 50.-( 1) If any dispute touching the business of registered society arises (a) among members, past members and perso claiming through members, past memb< and deceased members; or (b) between a member. past member, or pers claiming through a member. past deceased member, and the society, its Co mittee, or any officer of the society; or (c) between the society or its Committee and a officer of the society; or (d) between the society and any other register society; such dispute shall be ref erred to the Registrar 1 decision. A claim by a registered society for any de or demand due to it from a member, past meml or the nominee, heir or Jegal representative o1 deceased member, shall be deemed to be a disp1 touching the business of the society ·within t meaning of this subsection. (2) The Registrar may, on receipt of a ref erer under subsection (1) of this section (a) decide the dispute himself; or (b) refer it for disposal to an arbitrator or ar trators. Co-operative Societies (3) Any party aggrieved by the award of the rbiirator Oi arbitrator.:, may appeal therefrom to the teoistrar within such Feriod and in such manner as nay be prescribed. (4) A decision of the Registrar under subsection 2} of this section or an appeal undei subsect;un 0) of his section shall be final u~d :;h:~:! nat be called in uestion in any civil court and shall be enforced in the 1mc:; 1 manner as if the award had been a judgment of a ,vil court (5) The award of the arbarator or arbitrators 1nder subsection <21 of thi~ section shall, ir'no appeal is ,re.f'erred to the Registrar under subsection CJ) of this ectioii, or if any such appeal is abandoned or with rawn, be final and shall not be called in question in oy,civil c,6urt and shall be enforced, in the same man 1er" as if the award had been a judgment of a civil oilrl 51.-(1) Notwithstanding anything contained in the Case sta ~ed ·.i 'l • - . . R . . .i.. on quesuon 1~t'. ()regomg sect.on, tne egistrnr at any t1me wuen or 1:iw. roceeding to a decision under this Ordinance, or the iove111or at any time when an appea1 has' been pre !rt~d to· him against any decision of the Registrar nqer this Ordinance, may ref er any question of law rising out of such decislon for the opinion of the upreme ~mu:t. (2) Any Judge, or Judges, of the Supreme Court S · t.he C~ief Justice may direct, may consider and efermine·· any question of law so ref erred and the ~~ion given on · such question shall be final and )Delusive; PART X 52.-(D The Governor may make ail such rules as Rules. ~ay be necessary for the purpose of carrying out or 1vh:g effect to the principles and provisions of this lf'dinance, 25 26 Co-operative Societies (2) In particular and without prejudice to the generality of the power conferred by subsection (1) of this section, such rules may (a) prescribe the forms to be used and the condi tions to be complied with in applyin° ior the registration of a society and th/' pro cedure in the matter of such application; (b) prescribe the conditions to be complied with by persons applying for admission or admitted as members and provide for the election and admission of members from time to time, and the payment to be made a!.:d int~rest to be acquired before exercisinp rights of membership; (c) subject to the provisions of section 27 of thi: Ordinance, prescribe the maximum numbe of shares or portion of the capital of registered society .which may be held by member, (d) prescribe the extent to which a registere society may limit the number of it members; (e) provide for the withdrawal and expulsion c members and for the payments to be mac' to members who withdraw or are expelle and for the liabilities of past members; (/) provide for general meetings of the membe and for the procedure at .such meetings ar the powers to be exercised by such meetinf (g) pro·:ide for the appointment, suspension a1 n:moval of the members of the Commit\ i:::.l"!~ other officers, and for the procedure meetinQ:s of the Committee, and for t powers-to· be exercised and the duties to performed oy the Committee and otl officers; Co-operative Societies )rescribe the matters in respect of ,·:h:c:1 ~l society may or shall make by-k•:;s an:1 fo~· the procedure to be followed in makin:!, altering and rescinding by-!a-.vs, and tli~ conditions to be satisfied prior to suc!1 making. alteratio:-i c;,r rescission; egulate the manner in wh;ch funds m:1y be raised by means of shares or debentu:::cs or otherwise; ,rescribe the conditions to be obsen1ed by a reg:stered society applying for financial assistance from Government; prescribe the payments to be made, the con ditions to be complied with, and the forms of the bonds, instruments or other docu ments to be executed by members applying for loans or cash credits, the period for which loans may be mac.e or credits granted, and the maximum amount which may be lent and the maximum credit may be allowed to individual members with or ' without the consent of the Registrar; )rovide for the mode in which the value of a deceased member's interest shall be ascer tained, and for the nominat~on of a person to whom such inteerst m,ay be paid or transferred; provide for the mode in which the value of the interest of a member who has become of unsound mind and incapable of managing himself or his affairs shall 1:e ascertained and for the no!llinatim1 of a:,y person to whom such interest may te paid e,:; transferred; provide for the formation and the maintenance of reserve funds, and the objects to which such funds may be applied. for the invest 27 28 Co-operative Societies ment of any funds under the control of any registered society; ... (o) prescribe the conditions under which profits may be distributed to the members of a society w:th unlimited liability and the ma:~imum rate of dividend which may be paid by societies; (p) prescribe the accounts and books to be kept by a registered society, and for the periodical pubI;cation of a balance s.heet showing the assets and liabilities of a registered society; (q) provide for the audit of the accounts of regis tered societies and f o'i' :tlie charges, if any, to be mace for such audit and provid!! for the levy of contributions from all or any registered societies to. a fund to be used for the .audit .and supervision of existing societies and co-or-erative p ropaganda and prescribe for the administration of ~uch a fund; (r} prescribe the returns to be submitted i:>y regis tered societ~es to the Registrar, and the persons by whom and the form in which the same are to be made; . (s) proYide for the persons by whom, and the .form in which cop:es of entries in books of register~d societies may be certified; (1) provide for the formation and maintenance 0f a regiscer of members, and. ,vhere the liability of members is limited by shares, of a refster of shares; (u) provide for the inspection of documents and registers at the Registrar's Office and the u;-operative Societies fees to be paid therefor and for the -issue of copies of such documents 9r registers; (v) prescribe the manner in which .any question .as to the breach of any by-law or contract relating to the disposal of produce to or through a society., may be determined., and the manner in which the liquidated damages for any such breach may be ascertained or assessed; (w) prescribe the mode of appointing an arbitrator or .arbitrators and the procedure to be followed in proceedings before the . Regis trar or such arbitrator or arbitrators; (x) prescribe the procedure to be followed· by ,a liquidator appointed under, section 41 . antl tne ,cases. in' which appeals.shall He. "from the orders of such liquidator; (y) prescribe the forms to be used. the fees to be paid, the procedure to be observed and-all 0ther matters connect.ea with or incidental to, the presentation, hearing and disposal of appeals under this. Ordinance• or the rules. PART XI 53.-(1) All sums due from a registered society or RecovdeTY of · • sums ue to m an officer or member or. past m~mber of a reg1s- Government. ed society as such to the Gevernment may be qy~r~ in . the · manner provided for ; the • recovery of bf:$ to the· Government under the law for the time ngin force. (2) Sums due from, a ~f:giste~ed society to the lVemment and recoverable under subsection (1) of s-@,;ction :~ay be recovered .first, .from the prop~rty \b!! iSQCi.ety; secondly, in the case of a society of which 30 Special powers Qf Governor to exempt any society from requirements as to regis tration. Special powers of Governor to exempt societies from pro visions of Ordinance. Pewcr to .cum,ptfrom stamp duty and regis tration fees. Prohibition of the use of the word "co operative". Co-operative Societies the liability of members is limited, from the members subject to the limit of theiT liability; and thirdly. in t case of other societies. from the members. 54. Notwithstanding anything contained in , this Ordinance the Governor may by special order :in each case and subject to such conditions as he may impose, exempt any society from any of the requfrements of this Ordinance as to registration. 55. The Governor may by general or special order exempt any registered society or class of societies from any of the provisions of this Ordinance. or may direct that such provisions shall apply to any society or class .of societies. with effect from such date or with such modifications as may be specified in the order. 56-. (1): The Governor by notification in the Gazettte may, in the case of any reg~t-ered -wciety -or class of registered societies, remit (a) the stamp duty with which, under any- law f 01 the time being in force, instruments. executed by or in behalf of a registered society, or by an officer or member, and relating to the business of such society, or any class ol such instruments are respectively chargeable or (b) any fee payable under the law of registratim for the time being in force. (2) A notification exempting any registerec society from the fees referred to in paragraph. (b) o of subsect:on (1) of this section may provide for thi withdrawal of such exemption. 57.-(1) No person other than a registered societ; shall trade or carry on business under any name o title of which the word "co-operative" is part withou the sanction of the Governor : Co-operative Societies 31 · Provided that nothing in this section shall ply to the use by any person OT his successor in erest of any name or title under which he traded or i:ried oo b.usiuess .a1 .the .co~~nt -6f this dinance. (2) Any person who contravenes the provisions this section shall be guilty of an offence and shall be Jle on summary conviction to a fine not exceeding enty-five dollars, and in the case of a continuing ence to a further fine not exceeding four dollars and hty cents for each day during which the offence ntinues. 58.-( 1) (a) Any registered society or an officer or Penalty for nember thereof, wilfully neglecting OT refusing to do ~li:~c!m~th y act ot to furnish any information required for the Orwllllllce. rposes of this Ordinance by the Registrar or other rsons duly authorized by him in this behalf; or fb) any person wilfu11y or witbout any isonable excuse disobeying any summons, requisition lawful written order issued under the provisions of ts Ordinance.! or failing to furnish any information vfully required from him by a person authorised to so under the provisions of this Ordinanec, shall be ilty of an offence under this Ordinance. (2) Every offence referred to in subsection (1) of is section shall on summary conviction be punishable b a fine not exceeding two hundred and fifty dollars