Cooperative Societies Regulations, 2010

1. Citation and commencement (1) These regulations may be cited as the Co-operative Societies Regulations 2010. (2) These Regulations come into operation on 1 January 2011.

2. Interpretation In these Regulations, unless the context otherwise requires:- "audited account" includes a financial statement, and the report of the Board and the auditor's report under subsection 59(1) of the Act; "banking institution" means any bank, finance company or merchant bank licensed under the Banking and financial Institutions Act 1989[Act 372], any Islamic bank licensed under the Islamic Banking Act 1983[Act 276] or any development financial institution prescribed under the Development financial Institutions Act 2002[Act 618]; "financial statement" means trading and profit and loss accounts, an appropriation account, a balance sheet and any statement as determined by the commission. PART II REGISTRATION

3. Application for registration (1) An application for the registration of a co-operative society shall be made to the Commission in the form as specified in the First Schedule and shall be signed in accordance with subsection 6(1) of the Act. (2) Every application for registration shall be accompanied with:- (a) three copies of the proposed by-laws for the co-operative society signed by the applicant; (b) one copy of the minutes of the inaugural general meeting signed in accordance with paragraph 6(2)(b) or (c) of the Act; and (c) the fees for registration as prescribed in the Co-operative Societies (Fees) Regulations 2010[P.U. (A) 131/2010]. (3) Where an application submitted under subregulation (1) is not in conformance with the Act or these Regulations, the commission may return the application to the applicant and direct any necessary alteration to be made to it within the period as specified by the commission.

4. Additional information before registration The commission may in writing at any time after receiving the application for registration and before it is determined, require the applicant to provide additional information relating to the following matters: (a) the economic interests of the prospective members if the proposed co-operative society is registered; (b) the viability of the activities to be carried out by the proposed co-operative society; (c) the sufficiency of capital for the commencement of operation of the proposed Co-operative society; and (d) the capability of persons in directing and managing the affairs of the proposed Co-operative society in accordance with its proposed bylaws.

5. Registration (1) After having given due consideration to the application for registration or the application as altered in pursuance of subregulation 3(3) and any additional information furnished in relation to such application, the Commission shall:- (a) upon being satisfied that the applicant may be registered; and (b) on receipt of the fees for registration as prescribed in the Co-operative Societies (Fees) Regulations 2010, issue to the applicant a certificate of registration. (2) Upon the registration of the co-operative society by the Commission, all three copies of the by-laws of the co-operative society shall be signed and sealed by the Commission, and one copy of the by-laws so signed and sealed shall be returned to the Co-operative society together with the certificate of registration issued by the Commission. PART III DUTIES AND OBLIGATIONS OF CO-OPERATIVE SOCIETIES

6. By-laws A Co-operative society shall provide for the following matters in its bylaws: (a) the name and registered address of the Co-operative society; (b) the area of operations of the Co-operative society; (c) the objects for which the Co-operative society is established and the purposes to which its funds may be applied; (d) the qualification required for membership in the co-operative society, the terms for admission of members and the mode of suspension and removal of members; (e) the rights and liabilities of members; (f) the manner in which the capital of the Co-operative society may be raised; (g) the mode of appointment, vacation of office, suspension, resignation and removal of officers of the co-operative society, other than members of the Board, and the duties and powers of such officers; (h) the mode of summoning and conducting of meetings and the rights of voting; (i) the general conduct of the business of the Co-operative society; (j) the distribution of audited net profits of the Co-operative society; (k) the authorization of an officer of the co-operative society to sign documents on behalf of the co-operative society; (l) the manner of receiving and withdrawal of shares or subscription of members; and (m) the mode and percentage of payment made by the fund created from the distribution of audited net profits for the welfare of its members and the community.

7. Amendment of by-laws (1) A Co-operative society may, after its registration, amend its by-laws in the following manner: (a) every amendment shall be made in accordance with a resolution passed by a vote of majority at a general meeting of the Co-operative society; (b) a notice of not less than fifteen days before the general meeting shall be given to its members or delegates; and (c) not less than two-thirds of the total number of members or delegates of the Co-operative society, or both, as the case may be, shall be present at the general meeting. (2) Notwithstanding subregulation (1), the Commission may, by order in writing, declare that:- (a) in the case of a primary Co-operative society where the general meeting is attended by individual members, the quorum for amendment of by-laws shall be as specified in the Second Schedule, whichever is less; or (b) in the case of a Co-operative society where the general meeting is attended by delegates, the quorum for amendment of by-laws shall be one-third of the total number of delegates of the co- operative society, or five hundred delegates, whichever is less, present at the general meeting. (3) No by-laws shall be amended under subregulation (2) unless two-thirds of the members or delegates present at the general meeting vote in favour to pass a resolution of the proposal. (4) The co-operative society shall submit an application for the registration of amendments to its by-laws in the form as specified in the Third Schedule within three months from the date of the general meeting which passed the amendments, and such application shall be accompanied with:- (a) three copies of the amendments to the by-laws; (b) one copy of the resolution of the general meeting passing such amendments; and (c) the fees for registration as prescribed in the Co-operative Societies (Fees) Regulations 2010. (5) If the commission approves the application made under subregulation (4), it shall register the amendment to the by-laws and return to the Co-operative society one copy of the amendment certified by the Commission together with a certificate of registration of the amendment to the by-laws.

8. Nominee (1) Every Co-operative society shall keep a Register of Nominees. (2) The nominee may become a member of the Co-operative society if he is admitted in accordance with the by-laws of that Co-operative society. (3) Any non-Muslim member of a Co-operative society may, in writing, in the presence of at least two witnesses attesting the same or by a declaration duly made, nominate any person to whom his share, return or interest or the value of such share, return or interest or any money referred to in section 24 of the Act that may be due to him may, upon the death of such member, be paid or transferred in accordance with the said section, and may in a similar manner, from time to time, revoke or vary such nomination. (4) Unless the by-laws of the co-operative society provide for some other mode of calculation, the value of the member's share, return or interest paid to the nominee under subregulation (3) shall, subject to the last audited account for such co-operative society, be represented by the sum actually paid by the member to acquire such share, return or interest. (5) If the nominee is a child, the receipt given by him or his guardian for any money paid to that child by the co-operative society shall be a sufficient discharge of the liability of the co-operative society in respect of that money.

9. Copies of book entries For the purposes of section 16 of the Act, a copy of any entry in a book of a co-operative society may be certified by a declaration dated and subscribed by the chairman, secretary or any person empowered by the Board of the cooperative society, and shall be a true copy of such entry. PART IV RIGHTS AND LIABILITIES OF MEMBERS

10. Signing of declaration (1) Before a person is admitted to the membership of a co-operative society, he shall sign a declaration that he will be bound by the existing bylaws of the co-operative society and any amendments to such by-laws during the period of his membership. (2) A person who is already a member by reason of his having joined in the application for the registration of the co-operative society and who has signed the minutes of the inaugural general meeting shall be required to sign a similar declaration as mentioned in subregulation (1).

11. Suspension and termination of members of co-operative society (1) The Board may suspend any member of the co-operative society if the majority of members of the Board are satisfied that the member has acted in a manner prejudicial to the interests of the co-operative society or co-operative society movement. (2) No member of the co-operative society may be suspended unless he has been given an opportunity to be heard in the general meeting. (3) A member who is suspended under subregulation (1) shall, with effect from the date of suspension, cease to exercise all his rights in the co-operative society and shall not be entitled to receive any benefits during the period of suspension. (4) Any suspension of membership under subregulation (1) shall be subject to the confirmation of the majority of members at the earliest general meeting held after the suspension. (5) The confirmation of suspension of membership of that member by the general meeting under subregulation (4) shall be deemed to have effect from the date of suspension of the member. (6) Upon confirmation of the suspension of membership by the general meeting, the membership of such member shall be terminated with effect from the date of the general meeting. (7) If the suspension of the member under subregulation (1) is not confirmed by the general meeting, the co-operative society shall retain the position of the member, and any benefits that ought to be received by the member during the period of his suspension shall be paid to him immediately.

12. Removal from membership A co-operative society shall remove from its membership any person whose admission as a member of the co-operative society is contrary to sections 26 and 27 of the Act. PART V ORGANIZATION AND MANAGEMENT OF CO-OPERATIVE SOCIETIES

13. Inaugural general meeting (1) In addition to section 38 of the Act, the inaugural general meeting shall discuss the following matters: (a) to consider and approve the annual budget of the co-operative society; (b) to approve the allowances given to members of the Board and remuneration paid to such members of the Board who are appointed as directors of its subsidiary, if any; (c) to approve the appointment of a panel of not less than two auditors, being an auditor approved by the Commission or an officer of the Commission, to audit the accounts of the co- operative society; (d) to consider and approve the scope and limit of investments financed by surplus funds of the co-operative society; and (e) to determine the maximum limit of indebtedness of the co-operative society. (2) The inaugural general meeting shall be attended by:- (a) at least fifty individual persons, for a primary co-operative society; (b) at least two primary co-operative societies, for a secondary co-operative society; and (c) at least two secondary co-operative societies or at least one secondary co-operative society and one primary co-operative society, for a tertiary co-operative society.

14. Functions of annual general meeting and special general meeting (1) The functions of the annual general meeting of a co-operative society shall include the following: (a) to confirm the minutes of the previous annual general meeting and any intervening special general meeting; (b) to present the reports of the Board and the Internal Audit committee; (c) to consider and approve the audited accounts of the co-operative society and its subsidiary, if any, including the report of the Board under paragraph 59(1)(c) of the Act and the report of the auditor, and the distribution of the audited net profits, if any; (d) to appoint members of the Board; (e) to consider and approve the annual budget of the co-operative society for the following financial year; (f) to present a report in respect of accepting deposits and loans from members and non- members; (g) to approve allowances to be given to members of the Board, and remuneration to be paid to such members of the Board who are appointed as directors of its subsidiary, if any; (h) to approve the appointment of a panel of not less than two auditors, being an auditor approved by the Commission or an officer of the Commission, to audit the accounts of the co- operative society; (i) to consider and approve the scope and limit of investments of surplus funds of the co- operative society in accordance with section 54 of the Act; (j) to consider and approve the instruments of the saving scheme, deposits or borrowings, if any; (k) to determine the maximum limit of indebtedness of the co-operative society; (l) to appoint a committee comprising of six members or delegates and four members of the Board, to verify the draft minutes of the annual general meeting, if any; (m) to declare or issue bonus shares, if any; (n) to hear, consider or decide on any proposal or other business matters of the co-operative society of which a notice has been given to the co-operative society of not less than seven days before the meeting is convened; (o) to consider and approve any proposed amendment to the by-laws of the co-operative society; (p) to hear and decide on any complaint brought by any member of the co-operative society who is aggrieved by the decision of the Board, of which a notice of not less than seven days before the meeting is convened has been given to the co-operative society; and (q) to consider and approve any report required to be submitted in accordance with these Regulations. (2) Notwithstanding subregulation (1), the functions as set out in paragraphs (1)(g), (h), (i), (j), (k), (l), (m), (n), (o), (p) and (q) may be decided in the special general meeting convened under subsection 40(1) of the Act. (3) Notwithstanding subregulation (1), the functions as set out in that subregulation may be decided in the special general meeting convened by the Commission under subsection 40(2) of the Act.

15. Quorum for annual general meeting and special general meeting (1) The quorum for an annual general meeting and special general meeting of a co-operative society convened for any purpose, other than to amend the by-laws of the co-operative society, are as follows: (a) in the case of a primary co-operative society attended by individual members, the quorum shall be as specified in the Fourth Schedule, whichever is less; or (b) in the case of a co-operative society attended by delegates, the quorum shall be not less than one-third of the total number of delegates of the co-operative society, who are present at the meeting. (2) An annual general meeting that cannot proceed for want of quorum on the appointed date shall, if summoned pursuant to subsection 39(1) of the Act, be postponed to another date that is not less than fourteen days but not more than thirty days from the appointed date. (3) A special general meeting that cannot proceed for want of quorum on the appointed date shall:- (a) if convened by the Board, or on the requisition of the members or delegates pursuant to subsection 40(1) of the Act, be cancelled; or (b) if summoned by the Commission pursuant to subsection 40(2) of the Act, be postponed to another date that is not less than fourteen days but not more than thirty days from the appointed date. (4) Notwithstanding subregulation (1), for the purposes of subregulation (2) and paragraph (3)(b):- (a) any number of members or delegates, which is not less than twice the number of members of the Board, who are present at the meeting on that other date shall be deemed to constitute a quorum; (b) the notice of the postponement of the annual general meeting or special general meeting, as the case may be, shall be posted to all members or delegates within seven days from the appointed date; (c) the matters proposed to be discussed on the appointed date at the annual general meeting or special general meeting which is postponed shall be discussed at the meeting which is held on that other date; and (d) the decision made at the annual general meeting or special general meeting held on that other date by a vote of two-thirds of the members or delegates present at the meeting and eligible to vote shall be accepted. (5) Notwithstanding paragraph (1)(a), the Commission may, by order in writing and on the application of a primary co-operative society which is not subject to paragraph 37(a) of the Act, determine that the quorum for the special general meeting of that primary co-operative society convened for any purpose, other than to amend the by-laws, shall be not less than one-twentieth of the total number of members of the primary co-operative society.

16. Annual budget (1) Every co-operative society shall prepare an annual budget for the following financial year in such form which indicates clearly all items of income and expenditure and shall be submitted for the approval of the annual general meeting. (2) The expenditure of a co-operative society during that financial year shall not exceed five per centum of the amount provided for in the annual budget prepared under subregulation (1), except with the approval of the annual general meeting.

17. Business of regional or area general meeting (1) A regional or area general meeting of a co-operative society shall be held not later than two months before the annual general meeting of the co-operative society and shall table the following: (a) audited accounts or draft accounts of the co-operative society; (b) the annual budget to be tabled at the annual general meeting of the co-operative society; (c) the proposed amendments to the by-laws of the co-operative society, if any; (d) the election of delegates to the annual general meeting of the cooperative society; and (e) subject to subregulation (2), the proposals from the Board and members of the co-operative society. (2) Any proposal from the Board and members of the co-operative society for the purposes of tabling such proposal at the regional or area general meeting shall be submitted to the co- operative society not less than seven days before the meeting is convened. (3) The co-operative society shall provide sufficient documents pertaining to the matters stated in subregulation (1) and circulate them to the members attending the regional or area general meeting. (4) The quorum for a regional or area general meeting of a co-operative society shall be as provided in the by-laws. (5) The election of delegates at the regional or area general meeting of a co-operative society shall be valid for two years from the date of the election of the delegates.

18. Appointment and tenure of office of members of Board (1) In determining whether a person is fit and proper to be appointed as a member of the Board, the following criteria shall be taken into consideration: (a) his diligence, competence and soundness of judgment; and (b) his reputation, character, integrity and honesty. (2) Subject to subregulation (3), the tenure of office of members of the Board shall be subject to the following: (a) at least one-third of the members of the Board shall vacate their posts annually at the annual general meeting; (b) the arrangement specified in paragraph (a) shall be repeated in rotation annually at the subsequent annual general meetings in respect of the other two-thirds of the members of the Board; (c) the terms of appointment of the member of the Board if he vacates his office before the annual general meeting; and (d) the rotation of vacation of office to be taken into consideration where the annual general meeting has not been held. (3) Where a person is appointed as a member of the Board by the Commission in pursuance of subparagraph 69(1)(iv)(B) of the Act, he shall not be subject to paragraphs (2)(a), (b) and (d). (4) Any member who vacates his post under subregulation (2) is eligible to be reappointed. (5) Notwithstanding subregulation (2), the annual general meeting has the power to terminate the appointment of the whole or any member of the Board, other than a member of the Board who is appointed by the Commission in pursuance of subparagraph 69(1)(iv)(B) of the Act, provided that a written proposal for such termination is received by the co-operative society at least seven days before the annual general meeting is convened. (6) A member of the Board may vacate his post by giving a written notice addressed to the Board fourteen days prior to the intended date of resignation, and the Board may accept the resignation and fill any vacancy subject to the by-laws.

19. Particulars of members of Board (1) The co-operative society shall lodge with the Commission a list of members of the Board in accordance with paragraph 14(1)(a) of the Act containing relevant particulars as determined by the commission. (2) Any changes to the particulars of members of the Board may be made, provided that a written notice is given by the co-operative society to the Commission within fifteen days of such changes.

20. Members of Board to indemnify loss A member of the Board of a co-operative society shall indemnify the co-operative society for any loss incurred by the co-operative society as a result of any transaction executed by him without the authority of the Board.

21. Suspension and termination of members of Board (1) The Board may suspend any member of the Board, where a majority of the members of the Board are satisfied that such member has acted in a manner prejudicial to the interest of the co- operative society. (2) No member of the Board may be suspended unless he has been given an opportunity to be heard in the Board meeting. (3) Any member of the Board who is suspended under subregulation (1) shall, with effect from the date of suspension, cease to exercise all rights, duties and responsibilities as a member of the Board of that co-operative society, and he shall not be entitled to receive any allowance during the period of suspension. (4) Any member of the Board who is suspended may be terminated subject to the confirmation of the majority of members given at the earliest general meeting held after the suspension. (5) The termination of the member of the Board who is suspended shall be effective from the date of his suspension. (6) If the termination of any member of the Board is not confirmed by the general meeting, the co-operative society shall retain the position of the member and any allowance that would have been payable to the member during the period of his suspension shall be paid to him immediately.

22. Tenure of office of Internal Audit Committee (1) The tenure of office of each member of the Internal Audit Committee is one year and may be extended by the Board annually. (2) Any vacancy in the Internal Audit Committee shall be filled by the Board within thirty days from the date of the vacancy by appointing any eligible members.

23. Disqualification of members of Internal Audit Committee Any person is disqualified from being a member of the Internal Audit Committee established pursuant to section 42a of the Act, if he:- (a) has been convicted for an offence under the Act; (b) has been terminated as an officer of the co-operative society; (c) becomes a member of the Board of the co-operative society; or (d) has any overdue debts exceeding six months to any co-operative society or banking institution. PART VI PROPERTY AND FUNDS OF CO-OPERATIVE SOCIETY

24. Issuance of bonds or debentures The issuance of bonds or debentures by a co-operative society shall be subject to the conditions as determined by the Commission.

25. Shares not to be hypothecated as security The shares of the members of a co-operative society shall not be hypothecated to that co- operative society by its members as a security for a loan.

26. Transfer of shares Any member may transfer to another member his shares that exceeds the minimum contribution as specified in the by-laws of the co-operative society, provided that the transfer shall not come into force until the transfer form is signed by that other member and registered by that co- operative society.

27. Payment of shares or subscriptions from Statutory Reserve Fund A co-operative society may make payment to its members from the Statutory Reserve Fund for the shares or subscription withdrawn by the members, and shall ensure that at all times the balance in that fund shall not be less than fifteen per centum of the total shares and subscriptions of that co-operative society.

28. Issuance of bonus shares A co-operative society may, with the written approval of the Commission, in its general meeting, declare and issue bonus shares under section 55 of the Act:- (a) to a member whose name is on the register of members on the date of declaration of the bonus shares; and (b) based on the shares held by each member as at twelve months before the date of declaration of that bonus shares. PART VII ACCOUNTS AND AUDIT

29. Appointment and responsibilities of auditor (1) A co-operative society intending to employ the services of an auditor under subsection 60(1) of the Act shall ensure that:- (a) the auditor is approved by the annual general meeting; and (b) a proper instrument of appointment is executed stipulating the period of such appointment, the audit fees chargeable, the scope of audit and any other relevant matter. (2) The co-operative society shall notify the commission of the appointment of the auditor by submitting to the Commission a copy of the instrument of appointment stated in paragraph 1(b). (3) The co-operative society shall prepare a list of books and documents that have been handed over to the auditor and taken out of the premises of the co-operative society, where a copy of the list, on which the auditor shall acknowledge receipt, shall be kept by the co-operative society. (4) The Commission shall at all times have access to the audit working papers of the auditor. (5) If the co-operative society fails to submit to the auditor the financial statements which are required for the purposes of audit within a period of fifteen days after the completion of the period stipulated in subsection 58(3) of the Act, the auditor shall report such matter to the Commission. (6) The auditor shall complete the audit of the co-operative society within a period of two months after receiving the financial statements together with any other documents of the co- operative society required for the purposes of audit. (7) The auditor shall, after completing the audit within the period specified in subregulation (6), submit to the Commission the management report of the auditor in respect of the co-operative society.

30. Obligation of auditor An auditor shall at all times have access to the accounting records and other records, including registers, of the co-operative society and may request:- (a) at the time of auditing, the attendance of any officer or past officer, agent, servant or member of the co-operative society who he has reason to believe is able to give material information in connection with any transaction of the co-operative society or the management of its affairs and businesses; and (b) the production of any book or document relating to the affairs and businesses of the co- operative society, or any cash or securities belonging to the co-operative society, by any officer or past officer, agent, servant or member of the co-operative society who is in possession of such book, document, cash or securities at such place and time as specified by him.

31. Books, accounts and financial statements (1) In pursuance of section 58 of the Act, a co-operative society shall prepare the financial statements in the form as determined by the Commission. (2) A detailed list of items of expenditure of the Board and payment to the individual members of the Board shall be included in the notes to the profit and loss account of the co-operative society. (3) The records as mentioned in subsection 58(1) of the Act shall be kept by the co-operative society for a period of six years after the date of completion of the audit.

32. Submission of additional information and documents Pursuant to subsection 59(2) of the Act, the Commission may, in order to enable it to make proper observations on the duly audited accounts and balance sheet of the co-operative society and its subsidiary, if any, request the auditor of the co-operative society and the co-operative society to furnish it with information and additional documents. PART VIII DISPUTES

33. Reference of disputes (1) A dispute under subsection 82(1) of the Act may be referred to the commission by any party to the dispute in the form as specified in the Fifth Schedule. (2) Every reference of disputes under subregulation (1) shall be accompanied with the fees for settlement of a dispute as prescribed in the Co-operatives Societies (Fees) Regulations 2010. (3) Where a dispute concerns a sum of money due from a member of the Board to the co- operative society, reference may be made by any member of the co-operative society in accordance with subregulation (1). (4) Where, pursuant to paragraph 82(3)(b) of the Act, the Commission decides to refer a dispute to an arbitration, it may refer it to:- (a) a single arbitrator appointed by it; or (b) three arbitrators appointed as follows: (i) each party to the dispute shall nominate one arbitrator within fifteen days from the date of notification to do so by the Commission; and (ii) the Commission shall nominate the third arbitrator who shall also become the Chairman. (5) for the purposes of subparagraph (4)(b)(i), if any party to the dispute fails to nominate an arbitrator within fifteen days from the date of the notification to do so, the Commission may by itself make the nomination. (6) All disputes, other than the disputes specified in subsections 82(1) and (2) of the Act, shall be referred to the general meeting of the co-operative society for settlement. (7) Any question as to whether such dispute falls within the meaning of subsections 82(1) and (2) of the Act shall be decided by the Commission and its decision shall be final. PART IX AMALGAMATION

34. Voluntary amalgamation among co-operative societies (1) Every co-operative society that intends to amalgamate with another co-operative society shall consult the commission in order to determine the feasibility or otherwise of such amalgamation. (2) Every co-operative society which intends to amalgamate shall adopt a resolution made at a general meeting agreeing to the amalgamation and to the effective date of such amalgamation. (3) Every member of the co-operative society shall be informed of the resolution made under subregulation (2), and shall be asked to state in writing his consent or otherwise to the proposed amalgamation and the transfer of his assets and liabilities in the co-operative society to the proposed amalgamated co-operative society in the form as specified in the Sixth Schedule. (4) At least three-fourths of the total membership of the co-operative society as at the date of the resolution made under subregulation (2) shall consent to the amalgamation and:- (a) that the co-operative society becomes a new co-operative society where its registration is made pursuant to regulation 3; or (b) that the registration of the co-operative society be revoked pursuant to paragraph 71(1)(b) of the Act. (5) Notwithstanding the revocation of registration of the co-operative society under paragraph (4)(b), the co-operative society shall continue to discharge its duties in completing the process of amalgamation that has not been completed on the date of amalgamation. (6) for the purposes of amalgamation, the assets of the members shall include:- (a) shares or subscription; (b) balance of undistributed profits on the day prior to the date of amalgamation; (c) monies in any reserve fund and capital reserve account; and (d) monies in specific savings, deposit and loans. (7) All debtors, sureties and guarantors shall be informed of the resolution to amalgamate and shall be asked to state in writing their consent or otherwise to the transfer of their liabilities in the co-operative society to the amalgamated co-operative society. (8) Where the sureties and guarantors object to the transfer of their liabilities, the debtors shall obtain new sureties and guarantors prior to the date of amalgamation stated in subregulation (2). (9) Where a debtor objects to the transfer of his liability to the amalgamated co-operative society, the debtor shall settle all his debts to the co-operative society within a reasonable period before the date of amalgamation stated in subregulation (2). (10) All creditors shall be informed of the proposed amalgamation and shall be asked to state in writing their consent or otherwise to the transfer of liabilities of the co-operative society due to them to the amalgamated co-operative society. (11) Where an objection is raised in pursuance of subregulation (10), a list of such objecting creditors and the amounts due to them shall be prepared. (12) The accounts of all co-operative societies involved in the amalgamation shall be closed on a day prior to the effective date of amalgamation and these accounts shall be duly audited within a period not exceeding six months from the date of amalgamation. (13) Notwithstanding subregulation (12), the Commission may, on the application by any co- operative society involved in the amalgamation, extend the period to such other period as it deems fit. (14) All the assets and liabilities shall be transferred to the amalgamated co-operative society on the date of amalgamation, but before such assets and liabilities are transferred, allotment shall be made for the refund of all monies due to the dissenting creditors and members after setting off any money due from them to the co-operative society. (15) Any difference in value as shown in the accounts duly audited under subregulation (12) and the assets and liabilities which were transferred on the date of amalgamation shall be taken into consideration and further adjustment shall be made accordingly by the amalgamated co-operative society. (16) The refund of monies due to the dissenting members shall not include bonus shares as a result of any revaluation of the fixed assets of the co-operative society, and such bonus shares shall be transferred to the amalgamated co-operative society and shall be held in trust for the dissenting members until the bonus shares are transferred to the members of the amalgamated co-operative society. (17) The bonus shares held in trust under subregulation (16) shall be eligible for any dividend declared and payable by the amalgamated co-operative society. (18) The amalgamated co-operative society shall be deemed to have taken over the assets, rights and liabilities of the amalgamating co-operative societies on the date of amalgamation. PART X CO-OPERATIVE LIQUIDATION ACCOUNT AND CO-OPERATIVE CENTRAL FUND

35. Co-operative Liquidation Account (1) The funds in the co-operative Liquidation Account held pursuant to subsection 75(8) of the Act may be deposited or invested by the commission in pursuance of section 37 of the Malaysia Co-operative Societies Commission Act 2007[Act 665]:- (a) in any banking institution in Malaysia; or (b) in any security issued by the Government of Malaysia, Central Bank of Malaysia or the Government of any States. (2) The net income generated from the deposit or investment under subregulation (1) shall be credited to the Co-operative Central Fund. (3) The commission shall maintain accounts and other records in respect of the operation of the Co-operative Liquidation Account and shall prepare statements of accounts in respect of each financial year. (4) for the purposes of subregulation (3), the financial year of the Co-operative Liquidation Account shall begin on 1 January and end on 31 December in the same calendar year. (5) The Co-operative Liquidation Account shall be audited annually by the Auditor General or an auditor appointed by the Commission.

36. Co-operative Central Fund (1) The funds in the Co-operative Central Fund held pursuant to subsection 75(8) of the Act may be deposited or invested by the Commission in pursuance of section 37 of the Malaysia Co- operative Societies Commission Act 2007:- (a) in any banking institution in Malaysia; or (b) in any security issued by the Government of Malaysia, Central Bank of Malaysia or the Government of any States. (2) The Commission may apply the Co-operative Central Fund and any income from the deposit or investments under subregulation (1):- (a) to purchase land and building; and (b) for the benefit and development of the movement of the co-operative society. (3) All payments made from the Co-operative Central Fund shall be by vouchers certified by the Commission or its officers or employees authorized by the Commission. (4) The accounts of the Co-operative Central Fund shall at all times be in credit balance. (5) The Commission shall maintain proper accounts and other records in respect of the operation of the Co-operative Central Fund and shall prepare statements of accounts in respect of each financial year. (6) for the purposes of subregulation (5), the financial year of the Co-operative Central Fund shall begin on 1 January and end on 31 December in the same calendar year. (7) The accounts of the co-operative central fund shall be audited annually by the Auditor General or an auditor appointed by the Commission. PART XI MISCELLANEOUS

37. Report by person appointed to represent co-operative society (1) Any person who has been appointed to represent a co-operative society at any meeting, seminar or other forum, whether within or outside the country, for which the expenditure is incurred by the co-operative society, shall submit a brief report of the meeting, seminar or other forum that he has attended to the annual general meeting of the co-operative society. (2) If such person fails to submit the report, he shall reimburse all the expenditure incurred by the co-operative society in respect of his attendance at such meeting, seminar or other forum, and the co-operative society may recover all such expenditure from him as if it were a debt owing by him to the co-operative society.

38. Time for lodging of document and furnishing information (1) for the purposes of the Act and these Regulations, the date of lodgment, submission or furnishing of a document or information shall be the date of receipt by the Commission of such document or information. (2) Where a document or information is required to be lodged with, submitted to or furnished to the Commission but the time within which the document or information is to be lodged, submitted or furnished is not specified, the document or information shall be lodged, submitted or furnished within one month or within such further period as the Commission may, in special circumstances, allow after the occurrence of the event to which the document or information relates.

39. Irregular resolutions of co-operative society, etc. Any resolution in respect of a co-operative society or any action of an officer of a co-operative society or the Board which is not within the object or scope of the co-operative society as defined in the by-laws of the co-operative society shall be void, and the Commission may order the record of such resolution or action to be deleted from the records of the co-operative society.

40. Appeal Unless expressly provided in the Act, no appeal shall lie against any order made by the Commission in any matter dealt with in these Regulations.

41. Revocation The Co-operative Societies Regulations 1995[P.U. (A) 551/1994] (referred to as the "revoked Regulations") are revoked.

42. Savings and transitional (1) All orders or directions made in pursuance of the revoked Regulations before the date of coming into operation of these Regulations shall, on and after the date of coming into operation of these Regulations, be deemed to be made under these Regulations and shall continue to be in force and effect until it is amended or revoked under these Regulations. (2) All applications, approvals or decisions pending under the revoked Regulations before the date of coming into operation of these Regulations, shall, on and after the date of coming into operation of these Regulations, continue to be dealt with as if these Regulations had not been enacted. (3) Subject to subsection 95(4) of the Act, any register kept or maintained or any fund held and administered pursuant to the revoked Regulations shall be deemed to be part of a corresponding register or fund under these Regulations.

FIRST SCHEDULE CO-OPERATIVE SOCIETIES ACT 1993 CO-OPERATIVE SOCIETIES REGULATIONS 2010 [Subregulation 3(1)] APPLICATION FOR REGISTRATION OF A CO-OPERATIVE SOCIETY Under section 6 of the Co-operative Societies Act 1993, we the undersigned, apply for our society to be registered as a co-operative society with limited liability under the name of ................................................................................................................................................... ............................................................................................................................................................ .............................. Co-operative Society Limited and having the registered address as follows: ............................................................................................................................................................ .............................. ............................................................................................................................................................ ............................... We herewith also submit three copies of the by-laws adopted at our inaugural general meeting at which the co-operative society was formed, duly signed for registration and one copy of the minutes of the inaugural general meeting. LIST OF APPLICANTS No. Name in Identity Age Occupation Address of Signature Remarks Full Card No. Residence

SECOND SCHEDULE [Paragraph 7(2)(a)] QUORUM FOR AMENDMENT OF BY-LAWS OF A CO-OPERATIVE SOCIETY Total Membership of Co- Quorum operative Society Part of Total No. of Members present Membership 1,000 and below 1/3 or 150 1,001 to 3,000 1/4 or 300 3,001 to 6,000 1/6 or 500 6,001 and above 1/8 or 800

THIRD SCHEDULE CO-OPERATIVE SOCIETIES ACT 1993 CO-OPERATIVE SOCIETIES REGULATIONS 2010 [Subregulation 7(4)] APPLICATION FOR REGISTRATION OF AMENDED BY-LAWS OF A CO- OPERATIVE SOCIETY Under section 18 of the Co-operative Societies Act 1993, we, the undersigned, apply that the amendments to the by-laws of our co-operative society be registered, for which purpose we submit herewith three copies of the amendment to the by-laws duly signed. We also submit one copy of the resolution of the general meeting passing the amendments duly certified. The particulars of the general meeting which passed the amendments are as follows: (a) the date of the general meeting: ..................................................................................; (b) the number of days' notice given to convene the general meeting: ........................................................................................................................................; (c) the total number of *members/delegates in the co-operative society as at the date of the general meeting: ........................................................................................................................................; (d) the number of *members/delegates present at the general meeting: .........................................................................................................................................; (e) the number of *members/delegates who voted in support of the amendments: ..........................................................................................................................................; .................. ............................. .............................. (Chairman) (Member of Board) (Member of Board) ____________________________________________________________________________ * Delete whichever is inapplicable

FOURTH SCHEDULE [Paragraph 15(1)(a)] QUORUM FOR ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING OF A CO-OPERATIVE SOCIETY Total Membership of Co- Quorum operative Society Part of Total No. of Members present Membership 15 to 50 - or 15 51 to 1,000 1/3 or 150 1,001 to 3,000 1/4 or 250 3,001 to 6,000 1/8 or 500 6,001 and above 1/12 or 650

FIFTH SCHEDULE CO-OPERATIVE SOCIETIES ACT 1993 CO-OPERATIVE SOCIETIES REGULATIONS 2010 [Subregulation 33(1)] REFERENCE OF DISPUTE TO THE MALAYSIA CO-OPERATIVE SOCIETIES COMMISSION Under : Section 82 of the Co-operative Societies Act 1993; and Regulation 33 of the Co-operative Societies Regulations 2010 To : Executive Chairman Malaysia Co-operative Societies Commission Date : ............................................................................................ Name of : ............................................................................................ Co- operative Society Sir, I/We, as stated below, submit a reference of dispute in paragraph 2 of this form: BETWEEN (a) Name : Address : Status in Co-operative Society : Membership No. (if any) : (b) Name : Address : Status in Co-operative Society : Membership No. (if any) : (c) Name : Address : Status in Co-operative Society : Membership No. (if any) : AND (d) Name : Address : Status in Co-operative Society : Membership No. (if any) : (e) Name : Address : Status in Co-operative Society : Membership No. (if any) : (f) Name : Address : Status in Co-operative Society : Membership No. (if any) : 2. Details of the dispute are as follows: .............................................................................................................................................. .............................................................................................................................................. .............................................................................................................................................. .............................................................................................................................................. (Please attach annexures if space is insufficient) 3. I/We, the undersigned, hereby refer the said dispute for your consideration and decision. Yours sincerely, ................ Name: Identity card No.: ........................................................... Name: Identity card No.: ........................................................... Name: Identity card No.: __________________________________________________________________________ [TO BE COMPLETED BY THE COMMISSION] To .................................................... .................................................... .................................................... .................................................... (Name and Address of Applicant) Sir/Madam, Reference of Dispute under Section 82 of the Co-operative Societies Act 1993 Referring to the reference of dispute application No. ........................................................ dated ................................................. 2. The commission decides the reference of dispute as follows: (a) The commission to decide the dispute by itself (b) The commission to refer the dispute to an arbitrator for disposal (c) Applicant to file the dispute to the co-operative Society Tribunal (d) Applicant to file the dispute in a court Thank you. "BERKHIDMAT UNTUK NEGARA" "CEMERLANG, GEMILANG, TERBILANG" Yours sincerely, (..................................................) for the Executive Chairman Malaysia Co-operative Societies Commission

SIXTH SCHEDULE CO-OPERATIVE SOCIETIES ACT 1993 CO-OPERATIVE SOCIETIES REGULATIONS 2010 [Subregulation 34(3)] LETTER OF CONSENT/DISSENT TO THE AMALGAMATION OF A CO- OPERATIVE SOCIETY I, ..........Identity Card No. ............................................ being a member of ..................................................................... Co-operative Society Limited, hereby:- (i) * consent that my co-operative society, ........................... Co-operative Society Limited, amalgamate with ...................... Co-operative Society Limited. (ii) agree to the transfer of all my assets and liabilities in the co-operative society as provided in regulation 34 of the Co-operative Societies Regulations 2010; (iii) agree to be a member of the amalgamated co-operative society; (iv) * dissent to the amalgamation and I undertake to discharge all my debts and liabilities to the co-operative society before the date of amalgamation. Signature: ............................ Membership No.: ................ Witness (name) : .......................................... Signature : .......................................... Identity Card No. : .......................................... Membership No. : .......................................... Address : .......................................... ........................................... Date : .......................................... ______________________________________________________________________________ ________________ * Delete whichever is innapplicable Note: If (i) is deleted, (ii) and (iii) shall be deleted