Co-operative Societies Act (No. 2 of 1997)

ANTIGUA AND BARBUDA 1997, Nu. 2 THE CO-OPERATIVE SOCIETIES ACT 1997 Arrangement of SectiOll"i Sections PART I 1. Short tide. 2. Interpretation. '.l Cl.HJVC'Iat.i VC1'.,. 4. Conformity to co-operative principles. PART II ADMINISTRATION 5. Registrar of C0-0perative Societies. 6. ~fi,;;atc ofRLg~trar. 7. Power to refuse documents. 8. Verification of docwnents. 9. Application for registration. IO. Contemoflaw:'>. 11. Effect of by-laws. 12. Conditions for registration. 13. Registration of societies. 14. Effect or catifo:.rue of regiM.ration. 15. ProbatiOilaJ)' societies. 16. Capacity and powers. 17. Registered office. IS. Maimenam:e of mamiawry recunls. 19. Acce&'ltoreconJs. 20. Suspension anS<l cancellation of registration. 21. Seal. 22. Re-regtsrratlon comr.icL<;. PART III MEMBERSHIP AND MEETINGS 23. Application and qualificati,m of membership. 24. Joint accowus. 2:,, Members111p fee and memberslup register. 26. Liability of past and present members. 27. Withdrawal of memben;hip. 28. Tennination of membership by Board. 29. Termination ofmemhership by members. 30. Suspension of membership. 31. Appeal. 32. Re-admittance. 33. Voting rights,. 34. Representatives of member who is not an individual. 35. Voting procedure. 36. Place of meeting. 37. Members not to exercise right<; until due payment. 38. Finit general meeting. 39. Annual general meeting. 40. Special meeting. 41. Meeting called by Regi&trar. 42. Resolution in lieu of meeting. 43. Notice of meeting. 44. Fixing record date. 45. Quorum. 46. Delegates. 47. Proposals. 48. Power to make by-laws. 49. Effective date of by-law&. PART IV MANAGEMENT 50. Board of DirecLOrs. 5 I . Officers. 52. Provisilmal directors aud elected clire.;:1ors. 53. PowersofBoard. 54. Committees geuerally. 55. Tenure of commit.tees generally. 56. Credit committee. 57. Duticsofcreditcommiuec. 58. Approval of loans. 59. Credit committee reports. 60. Removal of member of credit committee. 61. Removal of member of credit committee by Board. 62. Supervisory comittee. 63. Duties of supervi~OJ)' committee. 64. Removal of member of supervisory committee. 65. Clerk.~. 66. Misappropriation ell.:. 67. Meetine:s. 68. Removal of member~ of supervisory commiuee. 69. Election of directors. 70. Tenure of directors. 71. Borrowing powers of hoard. 72. Validity of acffi of director~ and officen-:. 73. Indemnification of directors. 74. Duty of care of directors and officers. 75. Ambit of duty. 76. Li.ability of director,; 77. Misuse of confidential mfonnation. 78. Material contract-;. 79. Meetings of directors gcnern.lly. 80. Meeting~ by 1.elepho11e et,::. 81. Attendance at meetings. 82. Organisational meeting of director~. 83. Director ceasing to hold office. 8-1. Removal of diret."tor«. 85. Notice of change of directors. 86. Declaration by directors and officers. 87. Bonding. 88. Retn.uner~tion of Jitect<ir~. 89. Remuneration of officers and employees. PARTY FINANCING 90. Shares. 91. Share capital. 92. Issue of shares. 93. Altemation of authorised capital. 94. Limitation on porcha<;e of shares. 95. Transfer of ~hares generally 96. Transfer of shares of a mem\x'.r of unsolllld mind. 97. Transfer of share or interest on death of member. 98. Restriction on transfer of shares. 99. Condition& for the validity of (ran~ff'>f of ~h, ,,-,...~ 100. Power of nomination. PARTY! BUSINESS OF SOCIETY 10 I. Marketing of pmduo: through the sociely. 102. Creation of ch:ll"ge in favour of I.he l;<x:iety. 103. Execution and registration of charge. 104. Clairm unaffected by charge. l05. Prior claims in favour of society. lCK1. I:nfl11..xmcnt of churgc. 107. A<;signmcnt of charge. 108. Bond,; as additional secwity for loan/. 109. Lien on shares. 11 U. JJeducUons applied to loans and share:-.. 111. Purchase of share:-. 112. Prohibition on purchase shares. 113. Compulsory sale of shares. PART VII PRUPEl{TY ANU FUNUS OF SUl'LEJ"Y 114. Investmentoffunds. 115. Loan by society. 116. Prohibited loans. 117. Receipt of loans and deposits. 118. Receipt of deposits from minors. 119. Reserve Fund bquu:bly and adequacy ol cap11al. 120. Development Fund. 121. Pension Fund. 122. Charitable contribution~. 123. L>lvtdends or bonus. PART VIII FINANCIAL DISCLOSURE AND AUDIT l:L4. Annual tmam .. "tal :-.tatemenl';. 125. Approval of financial statemenL'i, 126. Furnishing financial statements. 127. Auditor's qualifications. 128. Disqualifying auditor. 129. Appointment of auditor. 130. Cessation of office. 131. Rcmovalofauditor. 132. Filling a vacancy. 133. Registrar appointed auditor. 134. Auditor'srighttnnotice. 135. Required notice. 136. Audtor' s right to rnmment. 137. Examination by auditor. 138. Auditor" s right to inspect. 139. Error or misstat.emenl. 140. Privilege of auditor. 141. Annual and special returns PART IX KECON.STKUCTION OF .SOCIISTIES 142. Methods of reconstruction. 143. Conversion. 144. EITtx:L uf u:i Lilil;lli.t.': of 11;:gisualiuu. 145. Amalgamaton of societies. 146. Transfer of a1>set~ of ~x.,'ieties. 147. Claims of objecting '--Tedilors. 148. Divi...,iuuvfMJl.it:ly. 149. Effect of registration of new societies. PARTX RECEIVERS AND RECEIVER-MANAGERS 150. Receiver appointed hy Registrar. 151. Function;; of receiver. 152. Functions of rccicver -manager. 153. Cessation of Board\ powers. 154. Receiver's duty. 155. Dircction.s by court. 156. Directions by Registrar. 157. Required actions of receiver. I'ARTXI DISSOLUTION 158. Db.'lolution.'I hy mcmlx:r. 159. Notice of d1ssolut1011 by memOCrs. 160. Dissolution by Registrar. 161. Dissolution for failure to account for bu~iness transacted. 162. Dis.solution by Court. 163. Revival of di~solvcd ~lx.,'iety. 164. Apix>intment of liquidator. 165. Commencement. l(i<,. Cc~Ul.m 11fl,u:-..111c:-...'I. 167. General provisions re:-,pxting liquidators. 168. Duties of liquidator. 169. Powers of liquidator. 170. Limitation 011 lidbility vr ii4uil11ll!!. 171. Costs of liquidation. 172. Closure of liquidation. 173. Custody of recorili. 174. R1.:111u11tn1tiu11 ur li4uilla101. 175. Continuation of actions. 176. Unknown claimant or member~. 177. Power of Registrar to surcharge. 17S. Appc,.'U agamr.t ,:urcharge. 179. Application of Part XI. PA.RT Xll INVESTIGATIONS 180. Examinations. 181. lnver,tigat.ionL. 182. Court order. 183. Powersofinspector. 184. Hearing in camera. 185. Incnminating ~tatcm,,;-111;,. 186. Absolute privilege respecting statements. PART XIII DISPUTES 187. Settlemenl of disputes. ISS. Co-operative Socictie-~ Apf)<.'lll' Triblmal. 189. Ca.'ie slated on 4ucs11on of law. J 90. Enton:ement (1f c1ward cmd recovl'ry {if loan\. PARTX!V SPECIALIZED SOCIETIES l.'ndit llnion,.; 191. Interpretation anJ applu.:ation. 192. Restrictions. l'JJ. Li4ui<l u.,;,,..-,i,,. 194. Allowm1ce\. 195. Loan apprmal. 1%. Security on lotm\. 11)7. Lo:m limit.~. 198. Reportmg loan~. 199. Interc,t on lo:ul\. 200. Deposit.,. 20 I. Cr<:,dit ut11<>11 :md ln1~1~. Con."umer\ Societies and Housing Sodetie-; 202. Rotrictio11., 011 d,rc,.:lor:,h1p. 203. Rclaunn~hip with rncmhl.'r, 204. By-laws. 205. Amendment ofhy-Jaws. zoo. No in1.eresl on share i.:apilal. 207. Rlghl to pos.i.ession teminated. 208. Ahandoned goods. Jndm,1rlal Socletll'S 209. Membership. 210. By-laws. LI I. Kestrctmn on teg1strauon. 212. Bonusbasedonlabour. 213. Employees may be dircclClTh. PARTA'V APEX BODY '1.14. tstablisbrt'lem and constlmuon or apex txxly. 215. Functions. 216. Officers. 217. Consultation by Registrar. PART XVI OFFENCES 218. Corrupt practices and bribery. 219. Falsely obtaining propcny ()f society. 220. Failure w comply with act. '1.'1.1. Uealmg m -property subJecr to cnargc. 222. Offences with respect to reports. 223. Contravention of Act. 224. Use of words ''credit union" "co-opemtivc". 225. Order to comply. 226. Limitation. 227. Preservation of civil remedy. PAK! XVII MISCELLANEOUS 228. Int.e!pfclacion. 229. Execution and filing. 230. Waivcrofnolice. 231. Certificate of s.ociety. 232. Copies of documents. 233. Alteration. 234. Corrections. 235. Exemption from s1.atnp duty and other taxes. 236. Limitatiou jw·isdictiou. 237. Proof of entries in books and other doc.'Ulllents. 238. Regulations. PARTXVID TRANSTI10NAL 239. Interpretation Cap. 103. 240. Existing directors and officers. 241. Existing societies. 242. Repeal and savings. Cap. 103. 24). Commcnc.cmcnL No. 2 of 1997. The Co-operative Societies Act 1997. [ L.S. I 1 Asst::m, Joseph Myers, Governor-General's Deputy. 11th March, 1997. ANTIGUA AND BARBUDA 1997, No. 2 An Act to make new provision with respect to the registration, supervision and management of certain societies, the mem bers of which have a common bond of philosophy and socio economic objel.:tives a.ml fur rnlatc<l purpuses. [ 8th May 1997 ] ENACTED by lhe Pal'liamelll uf Allligua aml Billl.Julla m, follows: PART! PRELIMINARY ANTIGUA AND BARBUDA 1. This Act may be cited as the Co-operative Societies Act. Shon title. 1997. 2. ( I) In this Act, unless the context requires, lnterpreiation. "artlcles·· means t11e anicles of associa1.iu11 uf a slx.;it':ty 1..hat are submitted to the Registrar with an application for the registration of the society; ··bOard." means I.he Board of Dlrenon. or ml!er direniug huU y (by whatever name called) to whom the management of the affairs of a society is entrusted; "bonus .. means a share of I.he profit:. of a rngisU::rt":U ,',lll:it':Ly divided among its members in proportion to the volume of ANTIGUA /\ND BARBUDA 2 The Co-operaJive Societies Act 1997, No, 2 of 1997. busines:-.done with the society by them from which the profits of the society were derived; "by-laws" means the regis,ercd by-laws made Vy a society pursuant to this Act and includes a registered amendment of such by-laws; ··co-operac1vc" ur "co-operative society" means a body coTJX)rate registered under this Acl which consi&ts of a group of people, small or large, with a commiunent to joint action on the basis of democracy and self-help in order to secure a !\Cl'Vice or economic arrangemem that is boUl socially desir able and benclJC.ial to all taking part; "Court" means lhe High Court of Ju.~tice; ''Credit Union" means a registered society whose objects and services include the promotion of thrift and the creation of a source of credit for its members for provident and productive purposes; '"Director". means a member of the board who is elected in accordance with section 69; "di..,.illend" mcdl.111 it .~hare vf the profit.'I of 1egi.\.Krc.d wckty d.ivkied arnwg its mr:mlxrs in pwpoltivn w JJJe c'ihaTt raplt.al held by them; "memhcr" includes a per~n or registered society join int in the application for the reglsiration of a SOcicfy, and a person or registered society admitted to membership after registra tion in accordance with Uris Act and the by-laws; "Minister" means the Minister to whom the re!"lponsiblftty or Co-operative Societies has been assigned; ·'minor" means an individual under the age of fourteen ycai:1o, "national league" or National Council"' means the apex body for registered societies established for the purpu~.~ of sec/ion 214: ·'officer" includes a director, secretary, treasurer, ur other pcnon empowered under this Act or the regulations or by-laws made under this Act to give directions in rcgarti to the bus.ine.-.s of a registered society; No.2ofl997. The Co-operative Societies Act 1997. 3 "registered society" or "society" means a co-operative soci ety registered under this Act; (2) This Act applies to societies which are registered under this Actor deemed, by virtue of section 24 I, to be registered under this Acl. ANTIGUA AND BAKBUDA 3. For the purposes of this Act, a society confonns to co- Co-operative operative principles if - J1Jinciples. (a) no member or delegate, olher than a secondary or tertiary society, has more than one vole; ([J) IIUlllt:llllJcI UI lidt:giilt: b t:111.illa.J LU VUll'. IJy JJIU~}'; (c) its business is carried on primarily for the benefit of its members; (d) its membership is voluntary and available without any artificia1 restriction or any unlawful basis of discrimination, to any person who cause its services illlli h, w illiug lu al:l-t':JJl tli~ 1 e:;,vum,it,ili t y ur 111e111L,e1 ship; (e) the rate of dividends on share capital that it pays docs not exceed the rate prc:;,,;;ribcd in the regulation:;,, (f) any surplus or savings arising out of its operation ,s (i) u"'1 to develop i,s business; (ii) used to provide or improve common services to members; (iii) used for the payment of dividends on share capital; (iv) distributed among members in proportion to their patronage with the society; (v) usea to educate usmemocrs, omccrs, employ ees or the general public in the principles and ANTIGUA AND BARBUDA 4 The Co-operative Societies Act 1997. No. 2 of 1997. techniques of economic and democratic co operation; (vi) distributed for non-profit, charitable, benevolent or cultural purposes, (lf) cooperauon wilh utller socielies is pur:moo; (h) it provides for continuing education. conformity to 4. A society reg1~1.eret.1 under lhiS Acr snail, couform tu (he co-operative prio- principles set out in section 3. i::1plts. Regisuarof U . ...,..,..., .. ,,,~ socfrties. PART II ADMINISTRATION S. (I) There shall be a Registrar of co-operative societies who shall have sueh l')Tvtesswnal, adnHmstmUYe aJW omet swrasare necess&ry lO assist him in the execution of his duties and exercising his powers under this Act. ('L) l'he Keg1strar shall pertomi I.he ronowtng runcuons: (aj the n .. -gistralion of all societies; (D) Ille supervi:,,ion of all soci.::lit:~; (l') liai~ with all societies; (ri! slimulaic community awareucs~; ( e) the initiation and encouragement of organisedactivi ties for the development of societies. (3) The Registrar may, by writing, delegate any of his func tions specified in snbscc11on (2) to a suitable qualified member of his staff or to any other person or body of persons convicted with co-opcrat1ons and any funcuon so ctelegaled shall tx- pcrfonnect in such manner as the Registrar directs. (4) Nothing in subsec1io11 (2) shall authorise the Regi~trar to delegate the power or delegauon that 1s cont erred on him tly u1al subsection. No. 2 of 1997. The Co-operative Societies Act 1997. 5 6. (1) The Registrar may issue a person with a certifica1c stating that (a) a document required to be sent to lhe Registrar has or has not been received by him; (b) a name, whe1her that nf a ,,nciPly nr not, w>11: or wns not on the register; (c) a name, whether that ofa society or not, was or was nnl rn1 lhP rfl'gi1:tr-r on a 1:lfllf'Jl d:-llf'. (2) The Regisu-ar or any officer authorised by him in writing shall sign any certificate issued under this seclion. (3) The signature required pursuant to subsection (2) may be printed or mechanicaJly reproduced on t.hc ceniticate. (4) A rPr'lifil'nlP nr cPrtifo·atinn mf'nlionPrl in i..nh,;ection (2) i,; admissible in evidence as conclusive proof of the fact<, stated in the certificate or certification wil.hout proof lo the office or signature of the person purporting to have signed I.he certificate or certifwation. ANTIGUA AND BARBUDA ( ~rtifirnte of R~gi~ttar 7. (I) The Registrar may refuse to receive, file or register any J>o,,.er to refm~ document lhat in his opinion dDrnrn~rrt1. (a) contains any matter contrary to law; (b) ha~ not, by reason of any omission or error m <:k-.<:·riplinn, ht-Pn pmpt>rly enmplctl'd; (c) does nm comply with the reqmremenL'i of this Act: (a) f'nnt:iim. ;my l'rrnr, JJltf'rnlinn or Prn~un•: (e) is not legible; or (j) is not Jurahle (2) The Registrar may request in respect ofa document refm;etl pursuant to subsection (I) (a) that it be amended or completed antl resubmitted, or ANTIGUA AND BARBUDA Verification of documents. ApPlicaiion for registration. \--0ntent of by laws. 6 The Co-operarive Societies Act 1997. Nn.2of1997. (b} thal a new document be submitted in iL.~ place. 8. The Registrar may require that a document or infonnation omtained In a document required by this Act or the regulations to be sent to him be verified by affidavit or otherwise. 9. (lJ No society may commence or continue business unless it is registered in accordance with this Act. t2) Subject ro subsection (3) an appllcatlon for reglsrratlon under this Act must be submitted to the Registrar in the prescribed form and in such manner as he determines. (3) An appliralion fur r~gismu.ion urn.lcr !hb Au mu~L be: signed (a) in the case of a ~iety of which no member is a reglsreretl sociely, by at feast um:-t11int uf t..he mem bers specified in paragraph (c) of section 12(1) for such a MX:iety; (DJ m me case or a soc1ery wncre au memners or me i>Ociely are not registered sod.eties, by at least three quarters of the total membership of the society; and (c) m the case of a society where an the members are registered societies, on behalf of at least two such societies. ( 4) An apphcabon must be accompanied by (a) three copies of the proposed by-laws of the society; (b) l'.he prescribed application fee; and (c) such other infotmation in respect of the society as the Regisuar requires. 10, (1) A registered society shall include in its by-laws provisions (a) respecting conditions of membership, including No. 2 of 1997. The Co-operative Societies Act 1997. 7 (i) the rights of joint members, if any, (ii) the qualification for membership and the with drawal of members and trdll.r,,f erof membership; (iii) the amount of the membership fee and lhc annual fee, if any, to be paid by members, (iv) lhe conditions on which membership ceases or may be tenninated, lhe disposition lhat may be lllilOC on cc&'lll.tion or te-rmination of a mcmbc.r' ., interest and the detennination of the value of the member's interest. and (v) the minimum vAluc of shares thdt may be held by each member, (b) respecting, subject to this Act, voting rights and the rightiof DWWl.g, amcndiug audi·cpc,aling by-laws, thc right of a member to vote by ballot and the manner, fonn and effect of voles at meetings; (l) rcsp;xting dircctor:i, officers dlld members of the committees of direL10rs, (i) their qualifications, LCnns of office dlld R:movctl, (ii) the filling of vacancies, and (iii) their powers dlld duties; (d) respecting the address of the registered ~ociety; ( e) respecting the distribution of lhc property of the society on dissolution thereof; (f) res peeling tut: burruwingpowersofrbe sode1y and Ihe procedure for exercising those powers; and (g) respecting any matters., in addition to those set out in paragraphs (a) to (f J that the membersconsioerneccs sary or desirable. ANTIGUA AND DARDUDA ANTIGUA AND BARBUDA 8 The Cu-operative Socielies Act 1997. No. 2of 1997. (2) Subject to subsection (3), where the by-laws require a greater nwnher of votes of directors or members than that required by this Act to efte<:t any action, the by-laws shall prevail. (3) The by-laws may not require a greater nwnbcr of votes of members to remove a director than the number required for a special resolul1on. Effect of by-laws. 11. The by-laws of a society when registered bind the society Condidons for regislration. and its members to the same extent as if they (a) had been signed and sealed by the society and by every member; and (b) contained covenants on lhe part of each member and the legal representative of each member to observe the by-laws. 12. (1) No society may be regtstered, or havmg been regis tered, continue to he registered under this Act ( a) unless iL<; member!,hip consl<;L<; (i) m the case offinancial co-operatives, of not less than fifty members, and (ii) inthecaseofanyothcrco-opem.tivc olnotless than ten members; (b) unless it is considered to be economically viable by the Registrar and has provision for equity capital expan sion and continuous business growth; (c) unless subject to subsection (2), its memtlership con" sists solely of members of a school, club, or cultural organisation who are all under the age of fourteen years; (d) unless there is conformity among its membership. none of whom is another society, with all the co operative principles as ~tout in section 4; (e) unless the word "co-operative,. or "Credit Union" fonns part of the name of each such society, and a No.2of1997. The Co-operative Societies Act 1997. 9 society whose membership falls within the description contained in paragraph (c) the words "junior co operutive" forms part of the name of such society; (f) unless the word "limited" is the last word of the name of a society to be registered with limited liability; (g) if the name of the society is identical with that of another registered society or which so nearly re sembles that name as to be likely to mislead the m0mbert of the public llll to ire identity; (h) unless it has and maintains an address to which all notices and communications may be sent; (i) unless its by-laws ru-e in conformity wilh !his Act; U) unless, within a reasonable time after the is~ue of the certifid.te of registration, the oociet y pain ls or uffix:et; its registered name in letters that are easily legible in a conspicuous position on the outside of the place where the business of the society is carried on, and in the case of a society registered under Gection 15, ib registered name bears the word~ "Probationary So ciety". (2) NotwithEtan<ling anything coutained in paragraph (c) of subsection (1 ), the Registrar may register a~ a junior co--operative a society the substantial majority of whose members arc under the age of fourteen year.,. (3) In the determination of the viability of a society the Registrar may have reganl to the following; (tJ) the demand for the propooed eervicc;;., (b) the capital base of the sociely, and (c) the membcti,,hip si,c and potential of the society. ANTIGUA AND BARBUDA 13. When the Registrar is satislicd that 1hc application 1s made lfrgis1ratiu11 of in accordance with this Ai..:t, he shall, within three months of the ""'1~1k\ receipt of the application, register the society and its by-laws and issut: Wat sodt:ty wil.h ii i..:~n..ifirnu: of rcgisrrarion in the prescribed fonn. ANTIGUA AND BARBUDA certificate ()f "'!,i.rtmtion. Proballonary socklies. 10 The Co-operative Societies Act 1997. No. 2 of 1997. (2) The name under which a society is registered under this Act (a) shall be published in the Gazette; and (b) shall be noted in the register to be known as the "Register of Societies" and which shall be kept at the office of the Registrar. (3) Where the Registrar refuses toregistera society he shall give the applicant reasons in writing for the refusal. (4) The names of all societies that are contained under this Act shall he entered in the Register of Societies. 14. ( 1 ) Except for a society that is deemed to be registered under this Act, a society comes into existence on the date shown in its certificate of registration. (2) A CCnificateof registr<1.tion issued by the Regislrartoa society is conclusive proof that the society named in the certificate is registered under this Act and has complied with all the require ments of registration wider fhjs Act. 15. (1) If the Registrar is satisfied that a society which has subrmtted an applicatton tor registration should not be registered as a registered society, he may register such society for a period not exceeding twelve months. (2) A society registered under subsection ( 1) shall be tenned a "probationary society" and shall be subject to such conditions as the Registrar may impose. (3) If the Regis(Tar is ~tisficd c.haf a probationary MX'.ie1y fias made sutfidcnl progress in complylITg wiffi We condiciws impuseJ on the society, he may register the probationary society as a registered ~x:iety. (4) If the Registrar is not satisfied that a probationary society has made sufficient progress in complying with the conditions imposed on that society. he may extend the probationary period for a further period nol exceeding twelve months, or cancel the registration. No.2ofl997. The Co-operative Societies Act 1997. II (5) If at the end of the second year the Registrar is satisfied that a probationary society bas made sufficient progress in complying with !he conditions. impos,".(\ on trull =iPJy, ht> may register thal society as a registered society; othelwise he shall cancel tlr registration. ANTIGUA AND RARRITTlA 16. (1) The: registrn1ion of a !illCiety renders ii a body corporate. Capaci,~ an~ and subject to this Act and ilS by-laws it has the capacity, rights, powers. powers and privileges of an individual. 0) I>,. Vlnr1y \h::,.\l n~ rnrT)l rm all}' Jl1.1J;,lTJf\\\ OT exerci.M: any power that is restricted by its by-laws or any written law from carrying on or exercising nor shall a society exercise any of its powers in a manner contrary to its by-law:1.. (3) No person is affected by, or presumed IO have notice or knowledge of, the conten(S of a document concerning a society by reason only that the document has been filed with the Registrar or it :wailahlr for im{lt"rtinn at any nffic.e nfthe :.ncif'ty. (4) Subject to the approval of the Registrar and unless the societies have agreed in writing thereto, no person shall be a memhf':r of more 1han one- re2is1ered society whose primary object is LO grant loans to i~ members. 17. (I) A society muSI at all times establish and maintain a Regisccred offin-. rceiscered office and the address of such office must be spet.-ified in the by-laws. (2) The directors of a society may change the address of the registered office. (3) The Registrar must be infonned of any such change of address within one month of such change. 18. (I) Every society shall have il'i certificate of registration Mainu;,nance of permanently displayed at ilS registered oftice. mandatory renmk (2) With prejudice to subsection ( I l. there shall be made availahle at all reasonable time,<; at the registered office of the so,.;ety (n) :i mpy of rhi~ Act and any regulations made there under; ANTIGUA AND BARBUDA A= to reccrd'I. ~uspens1cJ11 and cancellation ,,1 ,:gistr/J1011. 12 Th£ Co-operative Societies Act 1997. No.2of1997. (b) a copy of the by-laws of the society; (c) theregisterofmembers; ( d) all minutes of meetings of members and resolutions of memba-s; ( e) copies of all notices of directors and notices of change of directors; (fJ a register of its directors setting out the names, ad dressesand occupations of all persons who are or have been directors of the society with the dates on which each person became or ceased to be a director; (g) a copy of every certificate issued toit by the Registrar, and (h) a copy of every order of the Registrar relating to the society; (i) all rrnnutes of meetings of direcm and committees. 19. (1) The Registrar may, during the nonnal business hours of the society, examine any of the records specified in subsection 18 (2). (2) Members of a sociely, their agents and their legal represen tatives may, during the normal business hours of the society, examine any of the records specified in section 18 (2) (a) to (h). (3) A society shall give to any person specified in suhsections ( 1 ) and (2) access to any record specified in section 18 (2), during normal office hours of the .sociery. 20. (I) Subject to I.bis Act, the Registrar may by order in writing suspend the registration of a society if he is satisfied lhal (a) {he society is in breach of any condition of registration; (b) the society is in breach of any requiremcm of :-.rction 4 or 14 of this Act; No.2of1997. The Co-operative Societies Act /'}97. 13 ( c) the society or any officer thereof has failed or refused to oomply with any obligation imposed by, or :my requiremem or, lbls Aci., lhe regulations or by-Jaws; (d) hedoesnotrecciveanyreturnnoticeorotherdocument or fee required by this Act or the regulations to be sent IOblm, (2) The Registrar may by order in writing cancel the registration of any registered society if ( a) at any time it is proved that the mnnberof members has been reduced to less than the number required for the registration of the society; (b) it is proved that the registration bas been obtained by fraud a mistake; bUr a canceuanon un<Jer par.agr.tph raJ Shall nOl apply to a socteiy wbichincludesamongitsmembersoneormoreregisteredsocieties. (3) An order under subsection (1) or (2) shall take effect from the wue of 1be UrtJer. (4) No suspension or can,,.ellation may be made by the Registrar until he has given the society a chance to be beard; and a suspension may nOl exceed twelve momllS. (5) Where after a period of sw,pension a society ba<i not rectified the circumstances leading to its suspensiClfl, the Registrar may cancel the registration of tllat society. ( 6) Where the registration ofasociety is c.li-,ce!led by order und~ this section or any other section the society ~all, except fnr tlic purposeol'wmdtng up, cease to ex 1st as a body cNporatc lrom the date on which the order takes effett. 21, (I) The B(mrd may hy n:S0lution -- (a) ,1dopt a corporate scai, and (b) change ihe corporate seal adopted pursuant to para graph ( cl). Seal. ANTIGUA AND BARBUDA ANTIGUA AND DARBUDA Pre-registratioo --· 14 The Co-operative Societies Act JWl. No. 2 of 1997. (2) An instrument of agreement executed on behalf of a society by a director, an officer or an agent of the society is not invalid merely beoouoo n corpomte 6001 b not affi~ed io iL 22. (1) Except as provided in this section, a J)erson who enters ,into a written con1raet in the name of oJ"on behalf of a society before it comes into existence is personally bound by the contract and is entitled to the benefits of the contract. (2) Witbinareasonabletimeafterasocietycomesintoexistence, it may, by any action or condqctsignifying its intention to be bound thereby, adapt a written coo tract made in its name or on its behalf, befoce it came into existence, ( a) the society is bound by the contract and is entitled to the benefits !hereof as if the society had been in existence ut the date of the contract.and bad ~na pwty to it; and (b) apersonwbopurportedtoactinthenameoftbesociety or on its behalf ceases except as provided in subsection (-1) to be bound by or entitled to the benefits of the contract. (4)Exwptasprovidedins\lbsection(5),whetherornotawritten cootract made before the coming into existence of a society is adopted by the society, a party totbe contract may apply IO a court foranorderfixingtheobligationsunderthecontr.actasjoimorjoint 311d :.cvcml, or opporti.oning linbility between or among the =iety and a person who purported W act in the name of the socie-ly or on its behalf; and the court may upon the application make any order it thinks fit \S)Ue"A~\'J~pro'Me:dIDU'ieWi'.~....,~-..a~~oo purported to act for or on behalf of the society before it came into eJu:;tt:uu:: is nut ll1 auy c:vc:nL buurnl by the contractoccntitlcd to the benefits of the OOOlraCl No.2ofl91J7. The Co-operative Societies Act 1997. PART ill MEMBERSHIP AND MEETINGS 15 l3. (1) An application for membernhip of a society must be submitted to the Board in such form as the Board approves. (2) In order to qualify for the membership of a society, a person, other than a registered society, (a) must be a citizen or resident of Antigua and Harhuda; °' (b) must not be an undischarged bankrupt; ( c) must not be of unsound mind; and (d) must be fourteen years of age or over. (3) The Boan1 shall cause each applicant for membership LO be notified in writing that his application has been approved or disapproved. (4) No society may wiH-.oul pennission of the Regi:-.trarregistcr as a member a \)e™)Il wti{) i!s a member o( anothec s.oci.ety wht1&e primary •Jbject is to grant loans IO its members, neither may a re'.?i~t.c-rcd society become a member of anotherregistcrcd society of the ~Hi! typt. ANTIGUA AND BARBUDA Appfo:alion and qualification for m~ml>er>hip. 24. Subject to the by-laws, where individuaJs baye separnte and Jom1 ,,n-oums. independent membership in a society, joint accounts may he held. 25. (l) No person may exercise the right~ ofmemhe,-,,h1p of a M~n,1-..,,-,,rup1.. •.ap,1 soe1ety unless and until he has paid the prescribed membership fee ,r,.•,·,b,•rship and has ~sfied any other reqmrement which may he prc~ribcd wgi.stec by rhe by-laws. (2) A registered society shall keep a reg:1sterof mernbers in which shall be reconled (a) the names and addresses of members; and (h) the date on which eachmemberbecame:amemberand the date, if any, on which he ceased to be a member. ANTIGUA AND BARBUDA Liab1hty of pw;t ll!ld present members. Withdmwnl of ~mbership. Tennination of m,,rnhership by """" 16 The Co-operative Societies Act 1997. No.2of1997. 26. (1) Subject to this Act. the liability of a current member of a society 1s limited to the unpaid amount of his subscription for :.hares. (2) The liability of a past member or the estate of a de.ceased member for debts of a society as they existed on the date on which such member ceased to be a member or died shall continue for a period of two years after the cessation of membership or death. 27. (I) A member of a society may at any time withdraw from membershipof such a society in such a manner as may beprescribe.d by the by-laws or regulations. (2) Withdraw:;ilof membership from a society may be by written notice addressed to the Board. (3) Withdrawal of membership of a society does not affect any ex.Jstiug liability or lhe member to the S(l(.'iety. 28. ( 1) Subject to the by-laws, the Board may, by at least two thinis vote of the- directon; pre',1:'nl m ;, mPPli11g r:illt>Ji fnr the purpose, order the termination of membership of a member of a society. (2) Where the Board terminate~ the membe.-...hip nf ~ mt"mhr.r pursuant to thi~ sectioo (a) the Boan! shall (i) wilhin a period of one year, purchase from the member at par valucaJI shares in the ~iely held by the member, and (ii) pay to the member allamounL<; held tohist-Tedit, together wilh any interest accrued on those amount<; and the amount outstanding on loans mode to the :;ociety by the member with any interest acnued on those amounL'i; (/1) the stX,Tetary of the society illall, wilhin ten day~ from thcduLeon which the order is made, notify them em her of the order. No.2ofl997. The Co-operative Societies Act 1997. 17 (c) the member may appeal from the order to the next general meeting of the society by giving written notice of his intention to appeal to the &eel'etury within thirty days from the date he received notice of the order pursuant to paragraph (b); and (d) where the member appeals pursuant to paragr.:i.ph (c) a majority, or any greater percentage that may be specified in the by-laws, of the members present at lhe general meeting shall confmn or rescind the order. (3) Where the address of a member the termination of whose membership is ordered pursuant to subsection ( l) is unknown lO lhe society after all reasonable effotlS have been made to asccnain hi~ ud<lrcss for the purpose of making payment to him of all amount~ held to his credit, the society shall transfer those amounts to its Reserve Fund. (4) Where uny amount:; urc tnu1::;ferrod pumuant to 1>ubooction (3 ), the society shall pay those amounts to the person entitled to them on prmf of his claim that is satisfactory to the so1, ,--iety. (5} Where u :,oc1cty trunsfc,..J amounll; held to the credit of a member pursuant to sub!,t,'CtiOn 0). il shall immediately submit Lo the Registrar a return showing (a) the memher 0 b name; (b) the member's last known address; and (c) the amounts transferred. 29. Members may tenninatc th.: membership of a member where, (a) the member ha<,received atlca~t ten days· notice of the general meehng at which his membership is Lo be .:on~idercd; and (b) the tcnnmation 1s approved by a maJonty of at lcw-l two-thirds of the members who (i) arc present at the general meeting, and ANTIGUA AND BARBUDA T~mum1t1n11 of m.•n>h•rsh,p h, n...:mt..·r.s. ANTIGUA AND BARBUDA Suspension of membership. Re-admittance. Voling rights. Reptesentatives of member who is not au i11<.lin<lu1d. 18 Th£ Co-operative Societies Act J<J97. No.2ofl997. (ii) cast votes on the resolution. JU. The Board ot a registered society may by notice in writing suspend a member for a period not exceeding three months if they are satisfie.d that he is guilty of misconduct. JJ. ( JJ SutJJect to subsect:Ioo (:0::J, Wflere a person ·s membefS/J.ip is terminated pursuant to section 28 or 29, he may appeal the tennination to the Registtar in the prescribed manner, and the Registrar shall confinn or set aside the resolution tenninating the membership. (2) No person whose membership is terminated forfailureto pay fees, assessments, rent or oa:upancy charges or to fulfil other .financial oMgaDons ra UJe socmy is ehgi/Jle ro appeal me rennma tion to the Registrar pursuant to subsection (1). (3) Where a person appe.als the termination of his membership pursuant to section 28 (2) (c) or this section, notwithstanding the resolution terminating his membership, he continues to be a member until the t.enninatioo of his membership is confirmed by the meeting of members pursuant to section 28 (2) (d) or by the RegJStrar pursuant 10 Uus sectlon. as !he case may re, 32. A pen.on whose membership is terminated pursuant to section 28 or 29, may be re-admitted to membership only by a two thirds maJority vote ot members present and voting at a general meeting. 33. (1) A society that is a member of another society shall exerctse 11.s voting ngbts in lhat other society through one or its members duly appointed in that behalf. (2) Delegates elected in accordance with !he by~laws of a society may, unless otherwise provided m the by-laws, exerose at annual and special meetings of the society all the powers of members, and in such cases all references in this Act to the exercise of powers by members shall be deemed to include the exercise of powers by delegates. 34.(1) Where a registered society is a member of another registered society, the latter society shall recognise any individual authorised by a resolution of the directors of the fonner society to represent it at meetings of the latter society. No. 2 of 1997. The Co-operative Societies Act 1997. 19 (2) An individual authorised pursuant to subse.ction ( I) may exercise, on behalf of die society, all die IX)Wers of [hat society as if il wen:: i:111 i.11llivitllli11 llltaill,ct. 35. (1) Subject to the by-laws, members shaJI vote (a) by a sbow of lw11tls, ur (b) where the majority of the members entitled to vote at a meeting so demands, by secret ballot (2) The chairman of the meeting has the rightto vote, and in the event of a tie he is entitled to a second or casting vote. (3) Subja;l LU lh.i.:s Ai;l and by-law~ d majllliLy of tho;; 111,;;mbc~ who are present and ~t votes at a meeting shall decide all questions. ANTIGUA AND BARDUDA Voti11g procedure. 36. Otm12al UJl%tit1g:s uf uu::u1beJ~ 1uu:,L IJC licill in Antigua and Placed meetmg.s. Jla,buda, (a) at tbe place provided in the by-laws, or (b) where the by-laws conlain no provision, at the place determined by the Boanl. 37. No member ofa regi:sltm:tl MJl;i.ely :sl.Jall eA.erci~ the ligh~ of a member unless be has made such payment to the society in respect of membership or acquired such interest in the society as are prescribed by the regulations or by-laws. 38. (1) This section does not apply to a society if it is continued pursuant to this Act fl) WtUlm two monthS or me <tare or lcs reglsrntliun, a SlX-iely shall bold a general meeting at which all members are entitled to be present and to vote. l3) NotwilllScanaing subsection (2), where Ibe ouaru applies w the Registrar, be may extend lhe time for holding the general meeting. ( 4) Toe business at the general. meetmg menuonecl in subsection (2) must include, Members not to exercise rights until due payment. First ge11eral meeting. ANTIGUA AND HAKBUUA A1111ual general meeting\". SpectaJ llll'ktings. 20 The Co-operative Societies Act 1997. No. 2 of 1997. (a) at the adoption of the by-laws; (b) the adaption of funns of Share celllflcates amt records of the society; (c) the authorising of the issue of shares; (di I.he appointment of an aod'"" to hold office ootil the next annual general meeting; (eJ tne ma.kmg oftlankulg arrangcmems; and (f) the tramacuon of any other bm,iness. 39. (I) A society wall hold an annual meeting in each year not later than three months affLy the end of the financial year of che society. (2) Notwithstanding subsection (1) and notwithslalld-ing that the time for holdmg a general meeting as requiretj by this section hasexprred, where theRegistrarreceivesa written request from the BOJJJli, JJ.: JJUJ]l HtJdJoft:,;c t11e .,·ocJely w noJiJ 01i:- anm1a1 generJ11 meeting al any date not later than six months aft£:r 1he end of the financial year of the society I.hat he considers apI)ropriatc. (3)111e by-laws may JJIU~ide fur holding st":llli-annual or Olllcr periodic meetings. 40. Cl) The Board may can a special meeting of mcmners al any time. (2) Sllbject to subsection (J), the Board slI.Ul call a special meenng 01 me meml)ers on receipt ora wrmen ret.juest, spe<:1fy1ng the purpose of the meeting, frlJm such nwnber of lhcmbers as may be specif~d in the by-laws. l3) The tsoard shall call tlle special meeting mentJoned in subsection (2) withm twenty <lays of their receipt of the request and the :-.pecial meeting is required to dispose of the specific business outlined in the request. (4) The Registrar may call a special meetmg of the societ> No. 2 of 1997. The Co-opera1ive Socie1ies Act 1997. 21 (a) for the purpose of reporting to the members the results of any audit, examination or other investigation of the .,ocicty' 11 <1ffoir11 ordered or mctdc by him. or (b) where the sociely fails to hold an annual general me,c,ting in au:omdl1o;:, with =lion J 8 ( l) or (2 ). for the pl.Jf1X)se or enabling members to secure any mfonna tion regarding the affairs of the society that they are entitled to receive pursuant to this Act and to deal with any mattcr11 affeetmg the society. 41. (1) Where (u) iu 1111::: Vj1i.11iu11 uf the Ui.tc:Ll111~ it i~ i.t.t1JlldUii.,dl!lc (i) to call a general meeting of mcmbc~ ill the manner in which meetings of mcmbeN may be \Allied, or (ii) toconduc1 a general meeting of memhcrs m the manner presuibc<l in this Ai.:t or in the hy-laws; °' (b) for any reasou. in addition to those deocrihed in paragraph ( a), the Registrar considers appropriate, the Registrar on his 0\.\11 inil.iauve may if he is ~alisfied I.hat ~uch a meeting is warranted in the circumstance~ order a general meeting to be called, held and conducled in any manner that he direcL<;. (2) Without restricting the gener<ility of subf.CCtirni ( 1 ). the Registrar may order that th0 4uorum required in this Act or the by laws be varied or dispensed with at a general meeting called pwi,uauL t.u UU::, :,,,;\;t.iUII, (3) A general meeting called pur!.uant to this section i~ deemed to be a valid meeting. ANTIGUA AND BARBUDA ~k,·tmg calkd by Rcgis1r.u 42. (1) Except where a written statement 1.~ submitted by an Rc,olutwurn licuol audit.or pursuant to section 136 rn~cllng. /a) a resolulton m wnltng signed by such nwnber ol members a~ arc entitled to vote on that rc~olution at a ANTIGUA AND BAMUDA 22 The Co-operative Societies Act 1997. No. 2 of 1997. general meeting of members as may be specified in the by-laws is as valid as if it had been passed at a genera] meeting Of the members; and (b) a resolution in writing dealing with any matter re quired by this Act to be dealt with ata general meeting of members ancJ stgnOO t,y au Ule members entitled to vote at that meeting, (i) satisfies all the requirements of this Act relating IO meetings of members, and (ii) subject to subsection (2), is effective from the date specified in the resolution. (2) Thceftectivedate of a resolution described in subsection (1) (b) (ii) must not be earlier than the date on which lhe first member signed the resolution. (3) A copy of every resolution described in sub~tion (1) must be kept with the minutes of the meetings of members. ~oli~ of meetings. 43. (I) A society shall give at least ten days' notice of any annual or specia) meeting to its members (a) by sending the nouce by mail to Ille memben., at the addresses given in the register of members, or (b) by inserting the notice in not less than two issues of a newspaper c1rcu1aung in Anllgua and Barbuda and posting the notice in a place that. in the opinion of the dire<..'tOrs. is prominent and accessible to members. (Z) Nutw1thslanc1tng any olher provmon ot Lh1s AL'l. where a society is required to send a statement, agreement, proposal or other document to its members with a notice of a meeting and dedlks 10 insert the notice of a meeting in a newspaper pursuant to paragraph (l}lb), the society shall, (a) in the notice, infonn the members of the document. giving a description of the document that, in the opinion to the director, 1s adequate LO describe it~ nature, and No. 2 of 1997. Tire Co-operative Societies Act 1997. 23 (b) make a copy of the docwnent available to any member or delegate who requests it. (3) The notice of any special meeting must specify the purpose for which the meeting is being called. (4) The proceedings or the business traosacted at a general meeting are deemed not be invalidated by re.awn only of the non receipt by a member of nor.ice of U1e meetlng. 44. (1) Subject to subsection (2), for the purpose of determin ing uu::mbl;~ (a) entitled to receive payment of a bonus or dividend, (b) i::utilic::tl tu pill Lii..ivatc: iu a w ... uil,utiuu uu li4uiiliuiu11, or (c) for any purpose in addition lO that describeo in parn g1<1yl..t (u) 111 (ii), i::.-.u::vt tl..ti:: 1ight LU u:u:i~i:: uutiu: ufu1 to vote at a general meeting, \be Board ma.".1 fo, ill W2mce ~ M.te a.", \he m:otd \h'ie i'm 'me l.k:tumination of mtwl..lt:15. (2) The record date mentioned in subsection ( 1 ) is nol lo precede by more than fifty days the particular action to be taken. (3) Subject to subsection (4), for the purpose of detennining members entitled to receive notice of a general meeting, the Boan.I may fix in advance a date as the record <late for the detennination of 111e111br!n.. ( 4) The record date mentioned in subsection (3) is not to precede by more lhan fifty days nor by less than eleven days lbedate on which the mt:(:liug i:. lU bt:: I.Jt:ld. (5) Where the Board does not fix a record date, (uJ 1ht: ~rtl liaLC fur tl1t: OCtcnninaliou or members entitled to receive notice of a general meeting is ANTIGUA AND BARDUDA Fixing r~oord dote. ANTIGUA AND BARBUDA Deie,\ates, 24 The Co-operative Societies Act 1997. No. 2 of 1997. (i) the close of business on the day unmediai.ely preceding the day on which the notice 1s given. o, (ii) if no noLicc 1s given. the day on which the meetmg is held, and (hi the record date for the dclCnnination of mernOCrs for any PtlfJXlst' other than that described m paragraph (a) is deemed to be at close of business on the Jay on which the Board pa-.ses a rcsolut.ion relating to that purpose. 45. (I) Subject to subsection (2), the quorum at any annual ;?eneral or special rnectin)! of members is that fixed in the by-laws. (2) Except where all the members are directors, the number of members pre1>ent atan annual, general or special meeting must not be less than the number of directors olus three. (3) Subject 10 the by-laws, where a quorum is present at the opening ofa general meeting of memOCrs the memhers present may oroceed with the business of the mectini. (4) Where a quorum is nolpresentone hour after the time fixed for the commencement of a general meeting of members, the member.; present may adjourn the meetin~ to a time and place to be detennined by the Board buLnot later than thiny days after the date of the adjoumcd meeting but may not transact any other busines~. (5) If a! the adjourned meet.ing there is no Quorum the members present constitute a quorum and may prc,cced with the meeting. 46. ( 1 ) Where the hy-laws of a society provide for the nomination ::1nii :,ippointmMlt of iie:l~ga1es to a RCnernl meet.ing (a) the delegates shall exercise the powers of membership at any annual or special meeting; and (b) and reference in this Act with respect to the exercise of any rxiwcr ment.ioned in paragraph (a) shall be con strued as a reference to delegates. (2) The members who elect delegates may, at a special meeting called for the purpose or at any annual meet.ing, No. 2 of 1997. The Co-operative Societies Act 1997. 25 (a) removethedelegatesinanymannerprovidedforinthe by-laws; (b) notwithstanding subsection (1 ), amend the by-laws to eliminate the nomination and appointment of del egates. ANTIGUA AND HA!IBUUA 47. (I) A member who is entitled to vote atan annual meeting Propooals. of members ma.y (a) subout to the society nouce ot any matter that he proposes to raise at the meeting; and (b) discuss at the meeting any matter with respect to which be would have been entltled to sut>trut a proposal. (2)Wbereamembersubmitsapruposalandrequestthedirectors of the society to send the proposaJ with the notice of the meeting at which theprq,osahs to be presented or make the proposal available to all members entitled to attend and vote at that meeting, the society shall comply. (3) Where a member submits a proposal and requests the society to include in or attach to the notice, (a) a statement by the member of not more than two hundred words in support of the proposal, and (b) the name and address of the member, the society shall comply. (4) A society is not required to comply with subsections (2) and (3) where (a) the proposal is not submitted to the society at least forty-five days before the anniversary date of the previous annual general meeting of members; (b) in the opinion of the directors, the proposal is submit ted by the member primarily for the purpose of (i) enforcing a personal claim or redressing a per sonal grievance, ANTIGUA AND BAR.HUUA 26 The Co-operative Societies Act 1997. No.2ofl997. (ii) promoting general economic, political, racial, religious, social or similar causes; (c) the society, at the member's request, included a pro posal in a notice of a meeting of members held within two years preceding the receipt of the proposal submit ted pursu&r1t to subsection (1 ), and the member failed to present the proposal ac the meeting; (d) substantially the same proposal was submitted to membets in the notice of a meeting of members held within two years preceding the receipt of the members request, and the proposal was defeated; (e) in the opinion of the directors, the rights conferred by this section are being abused to ~re publicity. (5)'1bememberwhorequestlhattheproposaJandanystatement be sent with the notice of the meeting at which the proposal is to be presented shall pay the cost of sending the proposal and slatement, wtless the members present at the meeting provide olherwise by a majomy vote. (6) No society and no person acting on behalf of a society shall incur any liability by reasons only of circulating a proposal or statement in compliance with this section. (7) Where a society refuses to include a proposal in a notice of a meeting, the society shall, within thirty days after receiving the propo;;al, (a) notify the member submitting the proposal of its intention lo omit the proposal from the notice of the meeting, and (b) send to the member a statement of the reasons for the refusal. (8) Where a member claiming to be aggneved by refm,al. pursuant to subsection (7) applies to the Registrar, the Registrar may su5pend the holding of the meeting to which the proposal i~ sought to be presented and give any directions he considcfa appropriate. No. 2 of 1997. The Co-operative Societies Act 1997. 27 (9) The society OT a person claiming to be aggrieved by a proposal may apply for pennission for the sociely to omiL the notice of the meeting and, where [be Registrar is sati/ifled I.hat subsection t5) applies, he may give pennission. (10) In this section ·'proposal'" means a notice submitled to a society pursuant to subsecnon 00) (a). ANTIGUA AND BARBUDA 48. (1) Su~ecL LO this Act and the by-laws, the members of a Pow"'r 10 mak"' society may, al any annuaJ meeting or any special meeting ca]led by-laws. for the purpose, make, amend, repeal, replace or conhrm any by laws, where written notice of the proposed making, amendment, repeal replacement or confirmation (a) is forwarded to each member of Ule society wilh tne notice of the meeting at which the making, amend ment, repeal, replacement or confirmation is to he considered by a majority of members present and voctng at mat meeung; or (b) is not forwarded toeachmemherofthe society with lhe notice described in paragraph (a) by a three-fourths maJonty of members present and votmg at Ille meetmg. (2) A member may make a proposal, in the manner provided in scction47, to make, amend repeal, replace or confirm any by-law. 49.(l)Noby-lawha-.any force or effect until threecopicsoflhe Lffrctive dai.., oJ by-laws, certified to be true copies by the president and secretary of by-la .... the society, are filed with lhe Registrar and approved by him. (2)Subject ro.~ub.section (3), where a proposed by-Jaw is certified pursuant subsection (1) and receives the members' approval re quired in section 48(1), the by-law has immediate force and effect. (3) A by-law desr.,"fibed in subSCl.'tion (2)cea~s to have any force or effect on the expiration of sixty days after the date of the genernl meeting in which it is approved hy the members, unless, within that sixty day penod, the by-law hied with the Registrar is pursuant to subsection (1 ). (4) Where the Registrar approves a by-law, he shall return to the society one copy of the by.Jaw with his approval slaIIlpedon the by law. ANTIGUA AND BARBUDA 28 The Co-operative Societies Act J 997. No. 2of 1997. PARTIV MANAGEMENT &>ardofdirectcrs. ~. (l) l::ivery sodety shall be maDagCO Py a Jjf>aro ofdlreeturs which shall be (.,"Onstituted in accordance with this act and the by laws of the society. l2) The Hoard shall be con:mtuteo by not less than live or not more than thirteen direcwrs, as specified in the by-laws. (3) The members of a society may amend the by-laws LO vary the aumlJcr or dm:x:rors, out no amernlmenr to ctecreasc the number of directors affects an incumbent director. (4) A person who (a) has been ~ntenced by a court in an country for an offence involving dishonesty and has not received a free pardon for that offence; (b) is in default of debt owed to the society or compounds with his creditors; (c) 1s or unsow1ct mind and has been so round by a court in Antigua and Barbuda; ( d) 1s or becomes baukrupl; (eJ is under lile age of eighteen years; (j) is not a member of the sodety or a duly appoinled rcpresenlattve ol a memOCr society, or (g) is already P<lI1 of the ma11agemem of anolher socict y of the same type, may llOl amstilllte pall at'tlic man<tg,:.,Ynem ola M:1<.:i<.:t)\ and/ lm, disability is removed, but he shall retain hi"' membership of the society <luring the period of such disability. (5) For the purpo1>t's of !his Part '·management" include~ No. 2of 1997. The Co-operative Societies Act 1997. 29 (a) a person who holds membership of any comnuuee established by a society; and (b) a person who is employed by the Board. 51, (1) Bvvry ~icly (a) is required to have a president. treasurer and a secre tary, and (b) may have any officers in addition to those mentioned in paragraph (a) that are provided for in the by-laws. (2) Suttjcct to the by-lawe1, (a) the Board may designate the offices of the society. appoint persons as officers, specify the officers' duties aud delcgdte i-JllWCI 1o t.u uldlldgc the- bu~inc1-.~ ~.ud.-Ufd!J·.~ of the society to them; and (3) Subject lO the by-laws no person shall be presidem or vice president of a society unless he is a direct.or of the society. (4) No wrnmitlCC of the DoMd may (a) fill a vacancy among the dircclOr.,;; (/,,) dt:darc a bouu~ OJ Uividend; (c) approve any financial statement of the society; (U) ~ubmit to the mcmbc11o illlY quotio.1 u1 11wt1cr ID:jui, ing the approval of members; or (e) make decisions where Lhc Actor the by-laws require a two-third~ majoi-ity or unanimou5 vote of the Dnard. S2. (l) On the registration of a society. the individuals whose 1rum;::~ ~ar iu the applii..:.uiou fo1 1i::gi~u-aU011 ~ liaviu~ l"Xu appointed and have consented to act a<; provisional directors ANTIGUA AND DARDUDA nmcm,. F'r'lwis,onal dir~,;lu:s ANTIGUA AND BARBUDA Powers of Board. Committeell generally, 30 The Co-operative Societies Act 1'}97. No.2of1997. (a) shall have all the powers and perform the duties of directors; and (b) shaJI hold office until the first general meeting. (2) At the first general-meeting and at every annual general ~ting the direcm must be elected in accordance with lhis Act, the regulations and the by-laws. 53. Subject to this Act. the regulations and the by-laws, the Board shall ( a) exercise the powers of the society directJy, or indirectly through the employees and agents of the society; (b) direct the management of the business and affairs of the society. 54. (1) Without prejudice to anything contained in sections 50 and 51, the members of the society shall elect a Supervisory Committee which shall perf onn &uch duties as are prescribed by the b-y-Jaws. (2) Without prejudice to subsection (1), the Board may establish committees for the more efficient management of various aspects of the business or affairs of the Society, (3) A Committee for the fJUIPOses of subsection (2) may consist of members. of the Board and other members of the society. (4) No rommittee of the Board may (aJ fill vacancy among the directors; (b) d&lareabonusoradividend; (c) approve any financial statement of the society; (d) submil to the member.; any question orinatter requir ing the approval of members; or ( e) make decisions where the Act or the by-laws require a two-thirds majority or unanimous vote of the Board No.2ofl997. The Co-operative Societies Act 1997. 31 55. (1) Committees appointed pursuant to section 54(2) shall hold office for a period not exceeding one year. (2) A memher of a committee appointed pursuant to section 54 (2) may be removed by resolution of the society or of the Board a.~ the case may be. (3) The removal of a member of a committee who is a director shall oot affect bis office as a dire.ctor. (4) A committee shaJI (a) fix its quorum at not less than a majority of its members; (b) keep minutes of it-. proceedings; ( c) submit to the Board at each meeting of the Board or to the annual eeneral meetine of the society. a<; 1he ca-;e may be, the minutes of the committee ·s proceedings since the most recent meeting of the Board or of the society. ANTIGUA AND BAKBUDA Tenure of IXlmffill~s 11.eneral\y. 56. (1) Every credit union shall have a credit committee which Credit committee. shall be electe.d by its members at the annual general meeting. (2) The members of a credit committee hold office for such term as the by-laws provide and until lhcir succ.esson; are elected. (3) The credit committee shall consist of the number of members fixed by the by-laws, which shall be no fewer than three. (4) No person who is amemberoflhe Board or of the supervisory committee or who is an employee of the credit union shall be a member of the credit committee. (5) A majority of the credit committee, not including the secretary or lreasw-er, constitutes a quorum. (6) A member entitled to vote at an election of members of the credit committee, if he votes, shall cast there at a number of votes equal to, or less than, the number of members of the credit committee to be elected, and the member shall distribute the votes among the candidates in such manner as be sees fit, but no candidate a shall receive more than one vote from each member. ANTIGUA AND BARBUDA Dutie.s of credit ccmmitree. Awrov.al of J,,,ms. Credi! oommittee re--· 32 The Co-operative Societies Act 1997. No. 2 of 1997. (7) Where a vac.ancy occurs in the credit committee, the Board may fill lhe vacancy nntil the next annual meeting of lhe credit union. (8) The by-laws of the credit union may provide for the election and retirement of members of the Credit Committee in rotation so lha.l no member of the credit committee shall be elected for a term of more than three years but no person may serve a<; a member of the Credit Committee of a society for more than two consecutive tem1s or an aggre,2ate of six smxessive years. 57. The r.,.editcommittee shall consider all applications for loans <Uld make recommendations to the Board in respect of the applica tions and perform such duties as are prescribed by this Act. lhe regulations and lhe by-laws of lhe credit Wlion. 58. {I) The Board may, upon such terms and conditions a.,;; ir .;[ll'l'ifit>~. :mthori..r lhf' 1i'Nlit cnmmltrf'.f': In approve loam. 10 members. (2) The credit committee may upon such tenns and conditions J.:l'i lhP Ro;,rtl '-p-l'ifiP<:, m1thnri'-"' lhP. IT'f"~~nn>r, m:mae;er other employee.s of the credit union w approve loans to members. (3) Any person authorised by the Board to approve loans under suh<.l'i'lion (I) or (2) ~hall suhmit a wrillen momhly repon to the Credit committee stating the number of loan applications received, the number of loans granted and the security, if any, obtained for such Joans, (4) The responsibilities and duties of any person authorif>ed to approve loans under subsection ( l) are concurrent with the respon sibilities and duties of the credi.L committee. 59. (1) The credit committee shall (a) meet at least once every month; (b) keep minutes of its meetings; (c) submit a report to the Board stating (i) the number of loan applications received; (ii) the number and category of loam; granted, No. 2 of 1997. The Co-operative Societies Act 1997. 33 (iii) the security obtained for such loans granted, (iv) applications denied, and delinquent loans; and (d) submit an annual report on the matters referred to in paragraph ( c) to the annual meeting of the credit union, (2) The members of a society may, by special resolution in a special meeting called for the purpose, remove a credit committee which fails to comply with paragraph (c) of subsection (I). ANTIGUA AND BARBUDA 6(1. (1) The members may, by resolution passed by two-thirds of Removal of member the votes cast at a genera] meeting ca1led for the purpose, remove of credit committee. a member of the credit committee before the expiration of his tenn of office, and shall at that meeting elect another member in place of the first mentioned memberf orthe unexpired portion ofhis tenn. (2) The notice calling the meeting of members referred to in subsection ( 1) shall specifically state lhat the purpose of the meeting is to remove the member of the credit committee who is named in die notice. (3) The member of the credit committee removed under this section bas the right to make such representations to lhe members regarding the resolution for his removal a\ he thinks fit, and may be represented by an attorney-at-law or an agent. 61. When a member oi \he cm.fa comm\\\ee falls ti) auend three consecutive meetings without, in the opinion of the Board, having reasonable cause therefor or fails to perfonn any of the duties allotted to him as a member of the committee, his position on the committee may be declared vacant by the Board who may then appoint a qualified person to fill the vacancy until the next annual meeting of the LTedit union. 62. (1) Every credit union shall have and where thought advisable a society may have a supervisory committre who shall be elected by its members at lhe annual general meeting. (2) The members of a supervisory committee shall hold office for such term as the by-laws provide and until their successors are elected. (3) The supervisory committee shall consist of the number of members fixed by the by-laws, which shall be not fewer than three. RemoYa) ul member of credit comminee by Bnard. SuperYisory committee. ANTIGUA AND BARBUDA Duties of supen1 sory committee. Removal of mem ber of supervisor} rommittee. Clerks. 34 The Co-operative Societies Act 1()97. No.2ofl997. (4) No person who isamemberofthe board or credit committee or who is an employee of the credit union or other society shall be a member of the supervisory committee. (5) A majority of the supervisory committee constitutes a quorum. (6) A member entitled to vote at an election of members of the supervisory committee; if he votes, shall cast thereat a number of votes equal to or less than the number of the members of the supervir,ory committee to be elected, and the member&h:111 di~tribute the votes amount the candidates in such manner as he sees fit, but no candidate shall receive more than one vote from each member. (7) Where a vacancy occurs in the supervisory committee, the supervisory committee may fill such vacancy until the next annual meetmg of the credit union or wciety. (8) The by lawB of the credit union or olher £0C'iety may provid,: for the electilm and retirement of members of the supervisory committee in rotation, hut in thal case no member shall be elected for a term of more than three years, and no person may serve as a member of the Supervisory Cmnmittee of a ~\C'icty r.~r mnr,> th,m two consecutive tenns or an aggregate of six. suocessive years. 63. The supervi-;ory commiltee shall ex.amine the books of the credit umon or other security, confinn lhf' c::ish in~rrnments, property and securities of the credit union or other society and confirm the deposits of the members and perform such other duties as are prescribed by lhis Act., the regulation and the by-laws of lhe credit union or other society, 64. When a member of the supervisory committee fails to attend three consecutive meetings of the committee without., in the opinion of the supervisory committee, having a reasonable cause therefor, or fails lo perform any oflhc duties allotted to him as a member of the commiuce, his JXl~ition on the committee may be declared vacant by the remaining members oi the committee who 1nay appoint a 4ualified person to fill the vacancy uni.ii the nex.t annual meeting of the credit union or other ~odety. 65. The Board may appoint such person af- it cimsitler~ nccc::;sar;r tou. ,:,i~t the supervisory committee in it,,dutie~, and p'1y those p:rson sui:h remuneration as it thinks fit. No. 2 of 1997. The Co-operative Societies Act 1997. 35 ANTIGUA AND BARBUDA 66. (1) When the supervisory committee isof the opinion that the Mi, appropriation funds, securities or other propeny of the credit union or other society ecc. have been misappropriated or misdirected, or in the event that the by-laws of the credit union, or other society, this Act or the regulation have been contravened by the Board the credit commit tee or a member thereof or an officer or employee engaged by the Board the supervisory committee shall forthwith infonn the Reg istrar in writing. (2) The Supervisory Committee shall with the approva1 of the Boardappointanauditororsomeotherbodytoa%istindetennining whether any of the funds, securities or other property of the credit union other society have been misappropriated or misdirected and the remuneration of any auditor or other lxxly to be appointed shall be determined by the supervisory committee and paid by the credit tmion or other society. (3) In the evem of a misappropriation or misdirection- or a suspected misappropriation or suspected misdirection as referred to in subsection (1), lhe supervisory committee may suspend any member of the Board. (4) The Supervisory Committee shall forthwith request the Board to summon a general meeting of the members to be held within fourteen days after the suspension referred to in subsection (3); and where the Board fails to summon such a meeting the supervisory conunillee shall summon the meeting within seven days after the expiry of the period of fourteen days. (5) The supervisory committee shall report to the general meetingallthecircumstancesofanymisappropriati<mormisdinx,'tion of funds, securities or other property and the reasons for any suspension. (6) The members of the credit union or other society may, hy resolution, dismiss from office any person suspended under suhsec• lion (3), and, when the members of the credit union orothersociely do not dismiss from office any a person so suspended that person shall be reinstated forthwith. 67. ( 1) The supervisory committee shall meet at least once every M.:etm~i. month, and shall at each such meeting examine the affairs of the credit union or other society. ANTIGUA AND BARBUDA Removal of mern ""n, ,:,f P\ lp<'I"" .nrv committee. 36 The Co-operative Societies Acr 1997. No. 2 of 1997. (2) The supervisory committee shall keep minutes of its mccl ings and shall, (a) witllin seven days of each meeting report the results thereof in writing to the Board; and (l>) subffilt a wnuen report to the annual meeung of the members of die l.'redit union or other sociely. 68. (I) The members may, by resolution passed by two-thirds of the votes cast at a general meetmg duly called for that purpose, remove a member of the supervisory committeebefore the expira tion of his term of office, and shall by vote e&lal the meeting elect another member in his stead for the unexpired portion of his term. (2) The notire calling the meecing of members referred ro :in suf>. sectioo ( l) shall slate that the purpose of the meeting is to remove the memref of the supet\'iscl)' committee who is named in the notice. (3) The member of the supervisory oonunittee removed under this section has the right to make such representations to the members regarding the resolution for his removal as he thinks fit, and may be represented by an attorney-at-law or an agent. FJection of directors. 69. (I) Subject to section 70 and subject to the regulations and the by-laws ( a) the election of directors must take place annually al the annual general meeting; (b) che directors hold office until the conclusion o( the meeting at which their successors are elected. and are eligible for re-elecbon; (c) where the number ol"nominees exceeds the number of directm to be elected, the election of directors must be by secret ballot; (d) every member has the right to vote for the number of directors to be electe<l and any ballot thac (:onf.ains the names of more than the number to be elected is void; ( e) where there are vacancies on the Board but the rernain ing directors constitute a quorum, they shall caH a No.2ofl997. The Co-operauve Societies Act 1997. 37 special meeting for the pmposc of electing members to fill any such vacancy: (j) where there is a vacancy on the Board and there is nol a quorwn of directors, the remaining direcLOrs shall call a special meeting for the purpose of electing members to fill any vacancy; (2) Wbere an election of directors required by this Act. the regulations or the by-laws does not take place at the proper time, the l1lrecoors men in office shall conrinue in office unril !heir successor are elected. (3) Subject to the by-laws of a society, not more than one-third of !lit: dim;wr.i uiay bt: .:111pluy.:es of it MJ1..:it:L y. (4) Unless a reasonable excm;e is received by the meeting, no person may be elected a director ifhe is not present at the meeting ai wbich tbe election Is being COil<locl.00. ANTIGUA AND BAR.BUDA 70. (1) Subject to subsection (2) the directors of a society shall Tenure of directors. be eleaed for a tenn of three yean;, but no person may serve as a direi.:tor of a SU1:ie1y for more LllaJ.1 two wusecmive Ll!IUIS OI' a11 aggregate of six years. (2) After the commencement of this Act, the Board,; of all societies S1lall resign ru lheir neXlannual general meeting and new Boards shall be elected on a rotational basis as follows: (a) at least one-third of the directors to serve for I year, (b) at least one-third of the directors to serve for 2 years, (c) the remainder of the directors to serve for 3 years. thereafter, each elected director shall serve fora tenn of three years. 71. (1) Subject to the by-laws, the Board may withoutauthorisation ot tile members ol a society (a) borrow money on the credit of the society; (b) issue, re-1s..~ue, sell or pie-Oge debt obllgauons ot the society: Borrowingpower.sof = ANTIGUA AND BARBUDA Validity of acts of directors, and ,:{firers. Indemnification of '""""" . 38 The Co-operative Societies Act 1997. No. 2of 1997. (c) give a guarantee on behalf of the society to secure perfonnancc of an obligation of any person; and (d) mortgage, charge, hypotbecate, pledge or otherwise create a securiLy interest in all or any pro~ny of the society, owed or subsequently acquired, to secure any debt obligation of the society. (2) A sale, lease or exchange of all or substantially all of the property of a society, other than in the ordinary course of business of the society, must be approved by the members in a manner provided in subsection (3) lO (7). (3) The direclOrs shall send in the manner provided in section 43, a notice of a special meeting to consider the sale, lease or exchange mentioned in subsection (2) to each member. ( 4) The notice mentioned in subsection (3) must include or must he accompanied by a oopy or summary of the agreement of sale, lease or exchange mentioned in subsection (2). (5) At a special meeting held pursuant to this section, the members may, by special resolution. (a) authorise the sale, lease or exchange mentioned in subsection (2), and (b) fix or authorise the directors to fix, any tenns and conditions of sale, lease or exchange; (6) Each memberofthe society has the right to vote with respect to sale, lease or exchange mentioned in subsection (2). (7) A sale, lease or exchange mentioned in subse,:tion (2) is adopted when the members of the MJCiety have approved the sale. lease or exchange by a special resolution. 72. The acl of a director or officer is valid notwithstanding an irregularity in his election or a defect in his appointment or qualification. 73. (1) Subject to subsections (2) and (3), a society may indemnify No.2ofl997. The Co-operative Societies Act 1997. 39 (a) a director or officer of the society; (h) a fonner director or officer of the society; (c) a person who acts or ha.5 acted at the request of the society as a director or officer of a body coIJ)()rate of which the sodety is or wm, a memher or a credilOr, against costs, charges and expenses, induding an amount paid to settle an action or satisfy a judgement, reasonably incurred by that person with respect to a civil, cnminal or administrative action or proceeding to which that person is made a party by rea'-<m of his being or having been a director or officer of the society or body corporate. (2) A society may inckmnify a director, officer, or other person on! y where lhat person (a) acted honestly and in good faith with a view to the he:-.t interest of the society; (b) in the case of a criminal, civil or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the conduct was lawful. (3) No society shall indemrtify a director, officer or other peN1n mentioned in subsection (I) with respecuoan action byoron hehalf of the society to obtain a judgement in its favour to which that pen,Oil is made a party by reasc;i of hi:-. being or having been a director or an officer of the society, against costs, charge:,; and expensc1 reasonahly incurred by that person in connection with the action unless (aj the sociely ha~ the approval of the court; and (hj due person {ullils lhe rnndi1iom de.~(ribcd in sub section (2). (4) Notwithstanding subsections (I) to (3), a society :,,hall indemnify a director, officer or allier per!\l.m mentioned in ~ubscc tion ( I l who has been :-.uhstantiallv successful in the defence of a ci'.'il, cnminal or admini~trative action or proceeding to which that pe-n;on is made a party by reason l)fhis being or have heenadirccwr ANflGUA AND BARBUDA ANTIGUA AND l:IAKHVVA Duty of rare of directon and officers. Ambit of duty. Liability of directors. 40 The Co-operative Societies Act 1997. No.2of1997. orofficcrofthesocielyorbodycorporateagainstcoa<;ts,chargesand expenses rca..anably incurred by that person with respect to the action or proceedings. (5) A society or a director, officer or other person mentioned in subsection (1), may apply to the court for an order approving the indemnity and the court may make the order. (6) On an application pursuant to subsection (5) the court may order notice to he given to an interested person, and that interested person isentit1ed toa.ppcar and be heMd in person or by an at!omey at-law. 74. Every director and officer of a society in exercising his powers and discharging his duties shall (a) act honestly and in good faith with a view to the best interests of the society; and (b) exercise the care, diligence and skill thala reasonably prudent person would exercise in comparable circum stances. 7S. lbe provisions of a contract, lhe by-laws or lhe circum stances of his appointment do not relieve a director from (a) the duty to act in accordance with this Act and the regulations; and (b) :iability that by virtue of a rule of law would otherwise attach him with fCS()C(.,1 to negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the society. 76. ( 1) Where directors vote for, consent to a resolution authoris ing or approve by any other mean~ (ai !he purchase of shares of anolher society contrary to section 94; (b) the payment of a dividend on shares contrary to section 123; (c) the payment of a bonm; contrary to i;ection 123; No.2ofl997. The Co-operative Societies Act 1997, 41 (d) aloanorguaranteeorlhegivingoffinancialassistance contrary to section 115; (e) a payment of an indemnity described in section 73 to director or a f ooner director, without the approval of the court required by subsection (3) of that section; or (ft an act not consistent with the purpose of lhe society as set out in its by-laws and with respect to which the society has paid compensation to a person; they are jointly and severally liable to make good any loss or damage suffered by the society. (2) On the application of a director, the t'OOft may declare whether or not,. having regard to any of the circumstances the court consider appropriate, (a) the soc:iety c; insolvent; or (b) the payment of a bonus or dividend or the lending of money would make the sodety insolvent (3) The liability imposed by subsection (1) is in addition to and not in derogation from a liability imposed on a director by any other enactment or law. (4) For the purpose of this section, a director who is present at a meeting of directors or of a comminee is deemed to have cast an affirmative vote given consent to a resolution or given the approval mentioned in subsect10n (I), ooless, (a) the director's dissent is entered in the minutes of the meeting; or (b) the director's written dissent is (i) delivered to the se(.,'fetary ot the mccung betorc its adJoumment. or (ii) delivered or sent by registered mail to the regi:-. tered office of the society immediately after the adjoummenl of the meeting. ANTIGUA AND BAKJ::SUVA ANTIGUA AND BARBUDA 42 The Co-operative Societies Act 1997. No.2ofl997. (5) A ditectorwho votes foraresolutioo mentioned in subsection (1) is not entitled to dissent under subsection (4). (6) Where a director is not present at a meeting of director~ or of a committee at which a vote, resolution or approval mentioned in subsection (l) is cas.t ot gjven, he is deemed to have cast an affinnative vote, amsented to the resolution or given approval, unless, within fourteen days after becoming aware of the proceed ings, the director delivers or sends by registered mail his written ~nt to tbe registered office of the sociely, (7) On receipt of a written dissent, the secretary of the scx.,"iety shall (a) certify on the written dissent the date, time and place it is received, and (b) keep the written dissent in the minutes of the meeting at which the resolution was passed. (8) No action to enforce a liability imposed in subsection (1) is to be commenced after two years fmm the date of the meeting at which the vore, resolution or approval wru; taken or given. (9) In an action to enforce a liability imposed in subM:Ction (1 ), the Court may, on the application of the society or a defendant, (a) join as a defendant a person who received a benefit as a result of the resolution complained of; and {!J) make the person mentioned in paragraph (a) liable to the society jointly and severally with the directors to the extent of the amoulll paid to him. (10) A director is not liable under subMX:tion ( l) where he (a) proves that he did not know or could not reasonably have known that the act authorised by the resolution was contrary to this Act; (b) rebe&andactsingoodfaith (i) on statements of facts represemed to him by an officer of the society to be .:orrect, or No.2of1997. The Co-operative Societies Act 1997. 43 (ii) on statements contained in a written report or opinion of the auditor of the society or a profes hluual pe1 :;,ou eugagc:d by the ~icty who i11 competenuo giveadvice in respect to the matter. (l l ) A direclOr who is found liable pursuant to subsection (1) is c:utilk\J Un1wl y IV ,1v.,i,n lfo1 an onle1 compelling amcmbcrncothcr recipienttopayordelivertothedire.ctoranymooeyorpropertythat was paid or distributed to the member, or olher recipient contrary to section 94, 115 or 173. (12) In connection with an application pursuant to subsection (11) and where the court is satisfied that it is equitable to do so, it may, (a) order a member or other recipient to pay or deliver to a director any money or property that was paid or distributed to the member or other recipient conttaty to x.ct.ion 93, 115 oc 123; 01" (b) make an order, other than that described in paragraph (a), that it considers appropriate. 77. A director or officer, or an aswciate of a director or officer, who, in connection with a transaction relating to shares of a society or a debt obligation ofa ~icty, makc:rn~ of confidential infonna tion for the benefit or advantage of himself or an associate that, if generally known, might rea.50nably be expected to affect materially the value of the share or the debt obligation (a) is liable to compensate any person for a direct loss suffered by the person as a result of the transaction, unless the information was known or reasonably should have 1:Jtx11 kuuwu LU the ~1 MJ11 al tl1e Li.me: ufthc: transaction;and (b) is accountable to lhe society for any direcl benefit or adva.magc received oc receivable by him or his a11110Ci ate, as the case may be, as a result of the transaction. ANTIGUA AND BARBUDA Misuse of confi<Ential infonnat,on. 78, (I) Subj~t lU sub~liuu (10), it diiector or offnxr of Matenal a society who contracts. ANTIGUA AND BARBUlJA 44 The Co-operative Societies Act 1997. No.2of1997. (a) is a party to a material contract or proposed material contract with the society, or (b) is a director or officer or, or has a material interest in, a person who is J)Ilrty to a material contract or proposed material conttact with the society, shall disclose in writing to the society, or request to have enlered in the minutes or meetings of directors, the nature and extent of his interest. (2) The disclosure required by subsection ( I )must be made in the ~ of a director (a) at the meeting at which a proposed contract is first considered; (b) if the director was not then interested in the proposed contract at the first meeting atter he becomes so intereslOO; (c) ir lhe director becomes interested after a contract is ma.de, at the lust meelmg alter he becomes so mJer ested; or (d) ir a person who is so interested in a contract become:-. a director, at the flfSt meeung an.er ne tleeomes a director. (3) A disclosure required by subsection (1) must be made in the case of an othcer who ts not a drrector (a) immediately after he becomes aware that the contract Of proposed contract is to be considered or has been considered at a meeting of the Board; (b) if the officer becomes interested after a contract is made, immediately after he becomes so interested; or (c) where he ha,;an interest in a contract before becoming dil officer, imn1cdiately aflCr he becomes an officer. (4) Ir a material contract or pro{X)Sed materia1 contract i~ one that in the ordinary course of the socie1;-,··~ hw;iness would not No.2ofl997. The Co-operative Societies Act 1997. 45 require approval by the directors or members., a director or officer shall disclose in writing to the society or request to have ent.ered in the minutes of meetings of the Board the nature und extent of hi~ int.erest after he becomes aware of the conlrdCl or prOlX)sedcontract. (5) A director referred to in subsection (l) may lake part in discussions to considec, or vote on arosolution to approve a contract that he has an interest in, if the comract (a) is an arrangement by way of security formooey lent by him to the 30eictyorobligutions undertaken by him for the benefit of the society or a member of the society; (b) isa contract that relates principally to his remuneration as u director, officer, employee or agent of the society or a member of the society; (c) is a contract for indemnity or insurance pursuant lO 30Ction 73; or (d) is a contract with an affiliate. (6) Where a director is not entitled to vote ata meeting pursuant to subsection (5) and his presence is required to constitulC a quorum al a meeting of directors, a deu~ion of the directors is deemed not to be invnlid only by rcu.--;on of lhc absence of the director. (7) For the purposes of this section, a general notice to the directors by u director or ollicer deduriug tht,t he is to be regurdeJ a~ interested in any contract made wi1h that persn~ is a \ufiicicnt declara.tioo of interest iu relation to filly coutract made w;th 11,at person. (8) Where ( a) a director oroffu.:er discloses his interest in accordance with thi5 5i;ction, and (b) the coniract in which the director or officer ha~ a material interest (i) is approved by the drrectors or memOCrs, and ANTIGUA AND BARBUDA ANTIGUA AND DARDUDA M!N4.iu9uf directors !!:enerally. 46 The Co-operative Societies Act 1997. No. 2 of 1997. (ii) is reawnableand fair to the society at the time it was approved, the material contract is ncithervoid nor voidable by reason only of that relationship or by reason only that a director with an interest in the contract is present at oris counted todetennine the presence of a quo1·w11 ell i1 meeting oflbo;; Bmull Ul WllWlilUX lliarn.ul1.IU1 i:,CU the contract (9) Where a director or officer of a society fails to disclose his iulcn;~tiu a 11@le1 utl 1,.,U111l<t1.,l iu au;unJam.:c with tlii~ st:t:liuu a t:uw L may, on the applic.ation of a society or a member of the society, set aside the contract on any tenns that lhe court considers appropriate. 7?, (1) Subj~t to th;; by-la.ws, the dircclOr~ may moct at. any place, and on any notice that they consider appropriate. (2) The president (a) may call a meeting of directors at any time; and (b) on the written '"IUeslof a1lea1t 1wodim:tors, shall call d mce-ting withiu fumtc-en Udy~ of the 1c:\..Cipl of th~ request (3) A majority of the directors constitute a quorum at an. meeting uf lli..tc:clon,. (4) Subject to the by-laws, a notice of a meeting of directon; need not specify the purpose of or other business to be transacred at the lllt"t'l.illg. (5) A director may in any manner waive a notice of a meeting of directors. (6) For the purpo.~of\111),'iiXdOO (5), aucndanceQf adirccwr Jt a meeting of dirocton-. 1s deemed lO be a waiver of notice of the meeting, unless the director attends the meeting for the express purpo:.c of u\Jjei:,ting lo the lrdl1:.<R.-tion of any bm,iuo,.-. uu the ground that the meeting is not lawfully called. (7) Where the time and place of an adjourned meeting ts annuum:edai me urigiuaJ meectng, notice uf,m a(ljoumect meeting of directors is not required to be given. No.2ofl997. The Co-operative Societies Act 1997. 47 ANTIGUA AND HAKHUUA 80-0) Subject to the by-laws, where all the directors consent, a \1e~1mgs by 1cle meeting of directors or of a committee may be held by means of phone etc. (a) a telephone system; and (b) a communication facility other than a telephone, that permits all persons participating in the meeting IO hear and speak to each olher, and a person so participating is deemed to be present at that meeting. (2) Unless this Act, the regulations or the by-laws require a meeting, a resolution of the directors may be passed without a meeting where (a) all the directors consent to the resolution in writing; and (b) the consent is filed with the minutes of the proceedings of the directors. 81. (1) A director of a ~iety is entitled to receive notice of and Atkntlan~c at to attend and be heard at every general meeting of members ~tin~. (2) Where a director (h J receives a notice of otherwise learns of a meeting of members called for the purpm,enf removing hun from office, or (c) receives a notice or otherwi~e learns pf :l. mcctmg uf directors or members at whtchanotherpcrs. ·1 i, to be appointed or elected to fill his pfflcc, whether bcn,usc of his resignation or remov.:i.l or becau~ his tenn of office ha<; expired or is about to •.:xprre, he is entitled to submit to the wciety a written statement giving the reason for his resignation or the reasons he oppose1, any pnJJXised action or resolution. (3) A society shall immediately send a wpy or the statement mentioned in subsection (2) Lo the Registnrr and shall make available a (.,"Op)' of the statement to every member. ANTIGUA AND BAKt:SUUA Organisational meeting of directors. Director ceasing lo hold office. 48 The Co-operative Societies Act 1997. No. 2 of 1997. (4) No society or person acting on its behalf incurs any liability by reason only of circulating a director's statement sent in compli ance wilh subsection (3). 82. ( l )Subjectto subsection (5), the directors willholda meeting as soon as possible afler the issue of the society's cenificate of reg1slrat10n. (2) The directors may, at the meeting mentioned in subsec tion ( I) (a) pass resolutions establishing polides of the society; (b) adopt forms of corporate records; ( c) appoint officers; (d) authorise the issue of securities; (e) appoint an auditor to hold office until the first general meeting of the members; (J) make banking or other financial arrangement-;; (g) appoint illthoriseJ signing officers; (h) adopt opernting ixihcies; and (i) transact any other business. (3) A director may call !he meetmg of directors mcnuoned m subsection ( l) by giving not less than five days' notice of the meeting to each director, staling the time and place of the meeting. (4) The notice mentioned in subsection(3)may be waived where all dJ.reCtors are in attendance at that meeting of directors. (5) This section does not apply to a society that is deemed to have been registered under this section. 83. (I) A director ceases to hold office when he (a) dies or resigns, (b) is removed in accordance with section 84, or No.2ofl997. The Co-operative Societies Act 1997. 49 (c) is no longer qualified in accordance with this Act. Cl) A resignation of a director tiecomes effecrive on (a) the date when the resignation was received; or (bl the date soecified in the resignation. ANTIGUA AND DARDUDA 84. (1) Subject to the regulations and by-laws, the members of Removal of a society may, by special resolution, remove any director from direL-tors. office. (2) A vacancy created by the removal of a director may be filled at the meeting of the members at which the director is removed or where not so filled. mav be filled pursuant to section 69 (I) (e). 85. (1) Within thirty days after a change is made in its directors, a society shall send to the Registrar a notice in the prescribed form setting out the change and the Registrar shall file the notice. (2) Notwithstanding subsection (1), where a society send'i the amual return in accordance with section 141, within thirty days aftera.cbanee its made in its di.rectors. it is notre(luired to send the notice required by this section. 86. A society may by resolution passed by a majori.ly of the members at an annual or special meetin!l re(luire all directors and officrn to sign annually or atmy otber time lhat may be specified in the resolution a declaration relating to (a) faithful perfonnance of duties; (b) secrecy of transactions with members, and (c) faithful and loyal suppon of the society. Notice Cf change of directors. Declaration by directors and offo:ers. 87. The directors may require that every person appointed to an Bonding. office who receives, manages or handles goods or merchandise or manages or handles the expenditure of money on behalf of the society shall give to the directors, before entering on his duties a'i an officer, security or a bond in the prescribed amount. 88. ( 1) No director and no member of a.committee is entitled to Remuneration be paid any remuneration in connection with his duties as a director of duector.s. or oommittee member on behalf of a society or his attendance at meetings. ANTIGUA AND BARBUDA RPmU,...,.~tinr, ,-,f officen; and employeeii. Share capital. Issue of share.s. 50 The Co-operative Societies Act 1997. No. 2 of 1997. (2) Directors and members of committees may be reimbursed for expensei; incurred by reason of the pcrfonnance of their duties and function~ us directorJ or members of committees. (3) A society may purchase and maintain insurance for the benefit of a director, member of a committee, officer or employee against a lin.hility, losr. and damage incurred by thnl person while serving the society as a director, member of cooumttee. officer or employee. 89. Suajcct IO ::,cction 88 Cllld the by Inwr., the director~ f;hall fiK the salary of any officersaP()Ointed by them and shall approve a sea.le of remwu:rntion for any employees of a society. PARTY FINANCING 90. (l) A society may ~II shares ID its memhers only, hut the shares must have par value fixed by the by-laws. (2) Unless a soriety is required by this Act 0rany otherenacunen1 w limit its number of shares it .~hall have an unlimited number of shares. (3) A share ma registered society is personal property and a shareholder is entitled to an annual statement showing the nwnber of shares that he owns. 91. ( I) A society Mlall ex.press its share capital in iL<; by-law:;; as (a) an amount of money divided into a specified number of :.hare::; ~t out in the hy law~; or (b) an amount compris.ing an unlimited number of shares with a specified par value. (2) This section does not apply to credit unions. 92. (1) Subject to subsection (2), a society may issue shares at any time and for any .:omudcrntion thnt the director;; ,.-onsider appropriate. No.2of1997. The Co-operative Societies Act 1997. 51 (2) Subject to the by-laws, a society shall sell its shares al their par value. (3) No member is liable to the society or it<, creditors beyond the swn remaining unpaid on the member's subscription for shares. (4) No society shall issue a share until 1t is runy paid (a) m money; or (b) in property that, in the opinion of the director~. is the fair equivalent of the money that the society would have received if the share had been issued for money. (5) For the purposes of subset,'tion (4) (b), when detennining whether propeny is the fairequivalentof a money consideration, the direl.10rs may lake into account reasonable charges and expenses of organisation and reorganisation and payment for property reason ably expected to benefit the society. ( 6) For the purpose.,; of this ~'lion ''property'' dres nol include a pmmissory nolC or a promise to pay. ANTIGUA AND HARBUOA 93. (I) A society may. hy ~pccial resolution, amend it<, hy-law5 Ah~rnation of to increase or decrease its capital and. for that purpose, may authonscd capital. (a) subdivide any ,;hares; (b) consolidate shares into shares of alargerparvalue, but the par value ol consolidated shares must 001 be greater than one hundred dollars; (c) cancel any shares t11at a.c the date 0f regismu.ioa of (he by-laws, have nol been subst,1:iocd for or agreed to be issued and diminish the amount of it~ capital by the amount of the par value of the shares ~) cancelled; (d) extinguish or reduce the liahilily on any of its share~ with respect to capital nm paid up; (e) with nr without extinguishing nr reducing liability on any of it, shares, cancel any paid up capital that is lo:..t or unrepresented by available a-.set<,; and ANTIGUA AND BAKl::SUDA Limitation on pur~ha.se of shai:s,s. 52 Tiu: Co-operative Societies Act 19'J7. No. 2 of 1997. (/J with or without extinguishing or reducing liability on any ofits shares and either with or without reducing the number of such shares, pay off and paid-up capilal lhai is greater than the requirements of the society. (2) 1be Registrar may approve a by-law mentioned in subsection (1) wnere he ls ~tlslicil lhal (a) the by-law has been made in accordance with this Act; (b) (he boll.Jen. of all sJmres uf the sul:it:ty affocu;tl liy tl1t: by-law have approved the by-law by a special rcs.olu tion passe.d by the members at a general meeting called for We pwpose; and (c) in the case of a by-law providing for a reduction in the capital of the society l l J an creauor.. w11u are llablt: LU UC affeclt'U have been notified of the by-law and have signified their approval; or OiJ appruprtaie sieps have bi:!t'JJ takt::!I by t11e M~il"LY to adequately saf cguard the interest of iL~ credi tors. 94. (l) Subjeu lo me app1uv<'.ll of 1..he Re~h,uai, uuly ,1 registered society may purchase more than one-ftfth of the shares of another society where (a) il L', im,ulvt=m; (b) the proposed purchase or acquisition would not render the purchasing society insolvent; or (c:) subject to subse\'.tion (2), the proposc<l purchase or acquisition would not. in the opinion of the Board he detrimental to the financial ~tahility of Ille society. rransfcr ot ~h.u~o 95.( I) A share may be transferred with the approval of the Board generally. to any olher member at the option of lhe trnnsfcror. hul if the transteree 1s not a member, he must be approved a, a mcmher hy the Board, or the general meeting according to 1hc by-laws r~·lating to No.2ofl997. The Co-operative Societies Act 1997. 53 the admission of members before the transfer can be registered; and if the by-laws require a member to hold more than one share, the transferee must acquire by lhe transrer, or by Ibe rransfer aml allotment, the number so required to beheld before the transfer can be registered. (2) A transfer of snares Shall be effoclOO in sul..:11 funu iUi U11;; Registrar determines. (3) No transfer of a share shall be valid and effective unless and unUI SUCb lf'dllSfer lias ~II ,~giS(t':100 1.Jy 1111: Sc:ucli::lly UII the direction of the Board. ( 4) No transferofashare shall be reg is tcredif made by a member indebted to the rcgi&Wl°W 801'...-i.ety without the written pennission of the Board, and until the transfer of a share is registered by the transferee, nor shall any claim of the society upon the transferor be affected thereby. 96. (1) Where a member or person claiming through a regis tered society has become ofunsoundmind or incapable of managing his affairs and no committee, receiver or guardian ha'> been appointed, the ~ocicty mny 3Ubj.x:t to thi::, ::,oction and uKtinn Q3 transfer the share or interest of such member to any per.;on nominated by such member for the puqxiscs of section I 00 or may pay to the perMin nomi1rnled a ~um representing the value of the :iliMC or interest of ~uch member asccrt.uinc<l in accordMce with SL•b~:ec!i1}l1 (5). (2) Subject to sub.section (3 ), if no nominee has been aplX)illled, the tiociety may pay a swn representing the value of ttie mf;"mhf>r'" share or in1.erest to the Registrar of the Supreme f'oun. (3) If the value of the share or interest does not exce1:d nne hnndred dollars lhe Board may, subject 10 anv couditiom 1t 1hinks fit, pay the whole or any portion of such sum lU the person who appears to have the care nf such member (lr the m:-uugement of hi:-. affairs. (4) All transfers and paymcn~ ma<lc by a registered society in <tccordance with this section shall be valid and effccti vc against any demand made upon the m.:iety by any p:rwn. (5) Forlhe purposes of this ~.ction and ~tion 94, the value l)J any share or interest shall he reprcscnte<l hy the :-.um ac1ually paid ANTIGUA AND DARBUDA Trnn.1fr1 nf shar~s of a n,~mh,1 ol unsound mind. ANTIGUA AND BARBUDA Ttansfer of share or interest on death of member. Remiction oo transfer of shares. the ,·alidity of transfor of shares. 54 The Co-operative Societies Act 1997. No. 2 of 1997. forth at share or interestby the member holding it unless the by-laws of the society othef',\lise provide; and where the benefits group insurance have accrued on such share or interest, the va1ueofsuch benefits shall be the amount actually received by the society on !he aocount received by the society on the account of such deceased member. 97. (I) Where a person has been nominated as beneficiary by a member in acrordance wilh the by-laws of a society and such nominee isadmilted to membership in the society, the M:1Ciety sha11 within one year of the death of the member by whom the nomination was made, transfer the shares. or interest of such deceased member to the limit specified in subsection (2) to the nominee. (2) Where no such nominee is admitted to membership in the society or where the deceased member made no such nomination !he society shall within one year of the death of such deceased member pay to the nominee or lega1 person representative of the deceased member as the case may be, such sum, not exceeding the said limit, representing the va1ue or part thereof of the deceased member's share or interest in the society. (3) Nothing in this section shall be construed as prohibiting a nominee who has been admitted to membership from electini to receive payment representing the value of the de.ceased member :-. shares or interest instead of accepting a transfer. 98. (1) Subject Lo this section, the transfer of the ~ares or interest of a member or deceased member in the capila.l or a society shall be snbject to such conditions as mav be prescribed by or under this Act. (2) No shares or interest or any part thereof in the capital of a society may be transferred unless the trnnsfer is made lo a member thereof or to a person whose application for membership has been accepted. 99. (1 I Subject to the by-laws. no transfer or shares in a societv is valid for any purpose unless (a) a written application for membership by the trnnsferee is approved and the transfer is authorised by (i) a resolution of the directors; or No. 2 of 1997. The Co-operative Societies Act 1997. 55 (i1) a person aulhorised by aresolutiou of the direc tors to approve applications and transfers of that kind, and (b) notification of any approval given pursuant lO para graph (a) is sent to the transf ereeand his name has been entered on the regisler of members. (2) Notwithstanding subsectioo ( 1 ), a transfer of a share is valid for the purpose of evidencing the right~ of the parties to the transfer between the transferor and the transferee. ANTIGUA AND BARBUDA 100. (1) Subject to subsection (2), a member of a society may, P<.,w~r nf by instrument in writing signed by such member in the presence of nom1nauon. two attestin.11; witnesses and delivered at or sent to the registered office of the society during the lifetime of such memher or made in any book kept at the regislered office, nominate any person to or among whom there shaJI be transferred at his death such property in the societv of which he is the owner at the time of his death, or as may have accrued thereon, whether in shares, loans or deposits, or so much thereof as is specified in such nomination if the nomination does not comprise the whole. (2) A memberof the society may nominate more than one person only if he holds more than one share. (3) A nomination made pursuant to subsection (I) may he re••nked or varied by a subsequent nomination signed, atte'>tedaI1d dcHvereJ or sent or made as aforesaid, or by any similar document in the nature of a revocation or variation signed by the nominalOr in the presence of two attesting witnesses illld delivered, selll or made as aforesaid; but any such nominatic)Jl 1nay not he fc'.'>·"Ukcd or varied by the will of the nominator or hy ar1 ,~tXfkil the--cto. (4) All nominations and a1! revocations or vitriation~ Lheiwlf delivere.d or sent lOa society shall be recordeJ in a b01)k kept a1 the registered omce of the society. PART VI BUSINESS OF SOClliT} 101. (1) A registered society which has a«.one of its objects the marketing of any article of produce obtained by the work or Mai kding o! pcnduc~ thr""<'h thG SOC1dy. ANTIGUA AND BARBUDA Creation 9l° ,;barge ,n favOllr of the society. 56 The Co-operative Societies Act 19'l7. No.2oft997. industry of its members may by it~ by-laws or otherwise, contract with it~ member:<. (a) that every such member who produces any such article shall market the whole or any specified amount, ponion016™np\ioolhereof\o01furwg'nUlewciew-; (b) that any member who is proved or &4udged to have contravened the by-laws or to have acted in breach of the contract shall pay to the society liquidated damai:?,es in a sum ascertained or assessed in such a manner as may be prescribed in the by-laws. (2) A contract eniered into under this section shall not be questioned in any court on the grouod only that it is a contract in restraint of trade. 102. (I) A person to whom money has been Jent by a society or who is otherwise indebled to the society may be required to create a charge in favour of the society in such fonn as may be prescribed in the regulations. (2) A diarge s/ulll .~o loog as i( C()lllirmes in force coflfer oo the sociel y the follow in~ rights and impose on the society the following obligations, that is to say /a) fuerigbl upon the happening oi any event specified ·10 the charge as being an event authorisinR the chargee to seize the property subject to the charge and take posses.sion of any such propeny so subject; (bl after an interval of five dear davs or such less lime a~ may be specified in the charge from the date of taking possession of any property sobject to the charge, to sell such property either by auction or if the charge so provides bv private treatv, either for a lurnp sum or payment by installments; (c) to apply the proceeds of sale in or towards discharge of the ikbt Si¾.'ured by the charge and the costs uf seizure and sale and to pay any surplus of such proceeds to the member whose property was sold. No.2ofl997. The Co-operative Societies Act 1997. 57 (3) A charge shall, so long as it continues in force, impo~e on the member the obligation to pay to the society towards the discharge of his indebtedness the procee-ds of sale of any protx,-rtY compnsed the charge or any money received under any policy of insurance or hy way of compensation in respect of any such property, except m so far as the charge otherwise allows. ( 4) For the avoidance of douht, it is hereby declared that a charge under this section is not a bill of sale within the meaning of the Bill of Sale Act. ANTIGUA AND BARBUDA 103. (I) A charge ffeated under section 102 shall he duly bmniunand executed if signed by the person in quintuplicate in the presence regisuacion of of (harg,· (a) the chainnan or president of the society: and (b) the secretary of the society. (2) The secretary shall (a) file one copy of the charge at the registered office of the SOCieL y ana (Ith vcrone copy each to u1e Keg1strar ot the Supn.,"tlle Court, the Reglstmr of Co-opcral!\·c Societ ies and the National League or National Council; and (b) cteliverone copy lO the member (3) The Registrar of the Supreme Counshall keep a book known as the "Co-operative Societies Charges Book., in which he shall register every charge delivered to bun by the secrelllry ot a l-.OCtety, and issue to the society a certified copy of the registration. (4) The registration of a charge umJer subsection (3) ~hall L-onstJ.tute afrrstchargc and secunty m tavourol' the society and shall be deemed LO affect with notice any person dealing with the property comprised in the charge. (5) Where a loan or other mdehtedne~s in respc.:l of which a charge wa.~ crcal.Cd is discharged, the secretary of the socie1y shall (a) cause a docwnent to that effect to be prepared in quintuplicate, and signed by the chairman or president ANTIGUA AND BARBUDA Claim,, unaffcc~d by charge. Pnor daim1 in lavoUJof snciety. 58 The Co-operative Societies Act 1997. No.2ofl997. and secretary of the society indicating thal the charge has been discharged; and (b) file one copy of such OOCwnent., deliver one copy each to the Registrar ofCo-operative Societies, the National League or National Council and lhe Registrar of the Su~1m; Cuun whu ,.,1i;,.11 flJI U1wi111 uli\Ac <1..u culJ }' uf satisfaction in the Co-operative Societies Charge~ Book; and (C} dt!Iiver OllC wpy LU tlll.: 111e111\Jt:1. (6) Any person may, on payment of the fee prc&cribed in the regulations, inspect the Registered Societies Charge Book and take exrracts ct1crcfrom. (7) Notwithstanding anything contained in this section, every charge subsisting al the commencement of this Acl in favour of a reg1sreret1 sodely shall be ctci..,noo 10 he regist.erOO iu the Cu operative Societies Charges Book, and any such charge shall, without prejudice lo anything contained therein, have the same force and effect on a charge cTeated under I.his Act 104. Nothing in SCCllOll 102 i-hall affect (a) any daim of the Government in re:-.pcct of taxes or mom:y i=vcrnbh: a:. M.1U1 u1 uf<t l;mJJu1J iu 1c,.,pcu of rent or money recoverable as; rent; or (hi the righb. of any prior charges or encwnbr-dJ1cer. 105. (I) Subject lo any claim m respect of debt due to the Crown or lo a landlord in respect of rent or any money recover able as; rent, any debt or outs;illllding demand owing to a registered society hy a membe1 u1 past 1rn:111t1e1 "'liall, umwilll:-,lill1Ji11g anythmg containe<l in section 103, be a fir~! charge ( a) upon the crops or other agricultural pnxluce whether slail(ling or severed, raise(! in whole or i11 pan wi11L Ilic loan from the society by "'uch member or past mcmhcr; and (OJ upon any catUe, fodder ror rnlllc, ,1gncuHwill ,,r in<lusuial machmery or implements, or raw ma!,·nab No.2of1997. The Co-operative Societies Act 1997. 59 for use in manufacture or handicraft, or building used for the purpose of agriculture or industry, fishing or fish processing equipment to or purclmscd by such member or past member in goods or money granted him by the !illeiety. (2) Any person dealing with any of the property specified in subsection (1) shall be deemed to have notice of such first charge and all such dealing shall be subject to the charge and priority created by this Act. ANTIGUA AND BARBUDA 106. (I) A society may enforce a charge by applying to the Enforcement Magistrate of !he District in which the member resides or carried of char~• on business or where the propeny subject to the charges is situate for a wwmnt Qf distrei;s hy certifying under seal to the Magistrat.e the amount due and particulars of the propeny so charged and the Magistrate shall is soc a warrant of distress and may offer the sale of the property by public auction or private l.rcaly. (2) Notwithstanding anything contained in any other statute, a Magistrate shall have jurisdiction under subsection (12) even though the amount due ex.cceili, the monetary limit of a Magistrate. 107. (1) A society may borrow from any other society or fmm Assignnrn1 any bank approved by the Registrar on the security of ally charge of ~har~,. .. executed and registered in accordance with section 103 and may for this purpose a.c;.~ign any buch charge to the other wc1ety or b.m1k. (2) An assignment of a charge under this section shall be registered in the same manner a" a charge and section 103 shall upply, mutaris mutandi.\·, to an t.t;:;ignmenl so registered. 0) An assignment of a charge when registered shall operate as a first charge in favour of the a,signee suhject to sectmn I 04. (4) Where any charge 1~ assigned to a registered society e~tah lished with I.he objccl of fac1htating the operation of other '.ocictie~. such society may homiw from any bank approved by the rcg.i~ITar anJ for thi;; purpose may re-a,,~i gn any >,u<:h eh:irge tn ,. ueh h:mk and subsections (2) and Ol shall apply. m11tatis m111andis. to ~ui:h re assignment. 108. ( l) A rcgi3lCrcd society may rc(.juirc u mcmbcrorofliecr to give a bond with or without ~ureties a~ additional sernrity for the lh,nd ,,., odJ,t"mol ,,·runty for loan ANTIGUA AND liAKHUUA Lien on shares. Deductioru applied lo ]oall.'l and shares. Pw-dUllie of .shares. 60 The Co-operative Societies Act 1997. No. 2 of 1997. repayment of any loan and condition thereby imposed on the member or officer relating to the payment of capital and int.erest shall be strictly observed and performed and on breach of any such condition the bond shall be forfeited forthwith. (2) Section I 07 relating LO the assignment of charges shall apply mucaJis mutandis to the assignment of bond&. 109. (1) A registered society has alien on a share or any amount outstanding to the credit of a member or his legal representative for a debt due by that member to the society. (2) A regislered society may enforce a lien mentioned in subsection (1) in the manner set out in its by-laws. (3) The Board may, in default of payment by any member indebted to a registered society, apply the sum paid up for the time being on any shares held by that member m or towards the discharge of the debt so due and of any expenses in or about the same, and the defaulting member shall cease to have any fUJtherclaim in respect of such shares. 110. The by-law~ ofa society may provide that the society (a) deduct an amoum from the moneys it receives for the goods, produclS or services it ha.-. marketed, handled, or dealti11, forornn behalfofamember of nou-member patron, and (b) apply the amount prescribed in paragrnph (a)asa loan or to the purchase of shares on such tenns a<; !be Board detennines. 111. (1) Subject IO this section, a society may purchase or otherwise acquire any of its sharcf. that (a) are available for compulsory purcha-.e pursuant to section 113; or (b) are offered for sale. (2) Subject to subsection (4), a society sh<tll pay in cash, within one yearof lhe date of purchase, for any shares purchased pursuant to SUbse(..1.i{m (I). No. 2 of 1997. The Co-operative Sodeties Acr 1997. 61 (3) SubjecttosubseL1.ion (4), a society shall pay a purchase price for a share purchase.d pursuant to this section equal to the par value ot tile share together w1t11 any d1v1Uem1~ cleclare<l but unpaid witll respect to the share. (4) Subject to subsection (5), where a society purchases or ottlerwise acquires Sllarcs issue.I by ii, tl:tose shares are ctccmcel m be cancelled. { 5) Wberetlleby-1aws ot a society limit lhe nurnbcrof shares, any snares ot the sOCiety purchased or ollierw1se acq wrea ny the socic1y may be treated as wiissucd shares. ANTIGUA AND BARBUDA 112. (1) Notwithstanding section 111, no society shall purchase Prohil>illon on or otllerw1se acqmre 1L<; snares wl:lere JJlHd,...,~ .,1, ... ~~. (a) it is insolvenl, (b) Ule proposed purchase or acqu1s1tton would render it insolvent; or (c) subject to subsection (2). the proposed purcba'ie or acqms1llon would, m tile op1mon N me tloard, be detriment.al to the fmam .. itl stability of the society. (2) Suqject to subsection (3), where a purchase or other acqui sition ofSllares pursuant to section I I l or 113, would in lhc opinion of the Board, impair the financial ~!ability of the society or would be contrary to the inlerest of the remaining members the Board may suspend the purchasing or acquisition of shares. (3) The Board may not suspend the purchase of shares pu13uant to subsection (2) for a period longer than one year unless the suspension is approved, (a) by a Registrar; or (b) by a special resolution of the members. 113. Where (a) winding-up proceedings have commenced with re spect to a body corpora IC that is a member ofa socicl y, ,~ (. cw,,?Ji.l.m.>:'j sak of shares. ANTIGUA AND BARBUDA Investment of funds. Loan by SQCiety. 62 The Co-operative Societies Act 1997. No.2ofl997. (b) amemberof a society has, during a period oflwo years, failed to transact any business with the society. the society may, by written notice to the member, require him to sell his shares to the society. PART VII PROPERTY AND FUNDS OF SOCIETY 114. (1) A society may invest or deposit its funds (ll) in any registered society or hank approved by the Registrar; (h) in any securities issued or guaranleed by the Govern ment; (c) in the shares or on the security of any society with limited liability; or (d) in any other manner permitted bv the Registrar. (2) Except with the approval of the general membership and of the Registrar, a society may not invest it:; funds for the purpose of a mortg<li?e or real property. 115. (l) A society may give loans, guaramees, advances and other fonns of financial assistance to its members. (2) Except for a loan to another society, no loan may be made to a per.,on who is not a member of that society. (3) No loan may be made toamemher of the Board orto an officer of a society of a sum in excess of the value ofh1s shares. deposits and accumulatcddividend and interest thereon unless adequate security is provided for the amount of lhe loan in excess of lhe value of hi~ shares. dt·.posit~ ~md accumula1ed dividends and interest thereon. (4) No officer of a society shall be present al or participate in a meeting when his application for a loan is being rnnsidered. (5) A loan made in contravention of subsection (4) is void and shall be repaid to the society immediately. No. 2 of 1997. The Co-operative Societies Act 1997. 61 (3) Subjecttosubse{.,1:ion (4), a society shall pay a purchase price for :i share purchased pursuant to this section equal to the par value of me share mge1hcr wilh any divilil:ml'- i.lcdared but unpaid with respecl to the i,hare. (4) Subject to subsection (5). where a society purchases or 0Jl.1crwist: ai,;4uirus td1w.e~ i~Ut:U by .ii., thut,t; tduuc~ an; Ul.'.t:1111:U lV be cancelled (5) Where the by-laws of a society litnit the number of shares, any sbart::S ufihe.soi.1ety pwi:hased urutl1t":1 wi:,,;: ~u.hu.l by tl1t": M.11.:it:1y may be treated as unissucd shares. ANTIGUA AND DARDUDA 112. (1) Notwithstanding section 111, no society shall purchase Prohibition on or utl1er.vise acquin:: i.l.'i slian::s wl.Jni:; i=~'"''~ """'""· (a) it is insolvent, (IJ) Ille prupustXl pun:luc;t; Ul ltUj UisiliOII wuukl !Clllll'.'1 ii insolvent; or (c) subject to subsection (2), the proposed purchase or acqutsiliuu wollltl, tu 1111;: uµiniuu uf lltt: Bua.ill, ht;: detrimental to the financial stability of the society. (2) Subject to subsection (3), where a purchase or other acqui sitiuuufshara; pun,uw1tw M:l:tiuu 111 01 113, WlJuld in ll1l<upiuiu11 of the Board, itnpair the financial stability of the societ;' or would be contrary to the interest of the remaining members the Board may suspend the purchasing or ru:quisition of shares. (3) The Board may not suspend the purchase of shares pursuant IO subsection (2) for a period louger than one year unless the suspension is approved (a) by a Regislrnr; or (b) by a special resolution of the members. 113. Where (aj winding-up proceedings have commenced with rc specl to a bocty corporate Ulat 1s amemberot a society, or Compulsory sale of shares. ANTIGUA AND BARBUDA Jn\<eslment of funds. Loan by society. 62 The Co-operative Societies Act 1997. No. 2 of 1997. (b) a memberofa society has, during a period of two years, failed to transact any business with the society, the society may, by written notice to the member,require him to sell his shares to the society. PART VII PROPERTY AND FUNDS OF SOCIETY 114. ( 1) A society may invest or deposit its funds (a) in any registered society or bank approved by the Registrar: (h) in any securities issued or guaranteed by the Govern ment; (c) in the shares or on the security of any society with limited liability; or (d) in any other manner pennitted by the Registrar. (2) Except with the approval of the general membership and of the Registtar, a MJCiety may not invest its funds for the purpose of a mortgage or real property. 115. (I) A society may give loans, guarantees, advances and other fonns of financial assistance to its members. (2) Except fora loan to another society, no loan may be made to a person who is not a member of that society. (3) No loan may be made toamembcrof the Board orto an officer of a society of a sum in excess of the value of his shares, dcposiL<, and accumulaleddividend and interest thereon unless adequate security is provided for the amount of the loan in excess of the value of his shares, dcprn-,its and accumulated dividends and interesl thereon. (4) No officer of a society shall he present at or participate in a meeting wben his application for a loan is being considered. (5) A loan made in contravention of subsection (4) is void and shall be repaid to the society immediately. No. 2 of 1997. The Co-operative S0<.:ieties Act 1997. 63 ANTIGUA AND HAlIBUUA 116. (1) Subject to this Act., no society and no memher society Proluhne,I shall, directJy or indirectly, give a loan, guarantee or other means loans. of financial a.<;sistance, (a) toamember,director,olficeroremployeeoflhesocic1y or member ~ociety or an asscx:iate of any such person for any purpose; or (b) to any person for the purpose of or in connection with, !he acquisition of memberslup of the society or the purchase of a share issued or to be issued by the society or member, where there are reasonable grounds to believe lhat the soeiety is insolvenl or would, after giving the financial assistance, be insol vent. 117. (l)Subjecttotheprovisions of any by-law ofasocietymade R~xdpl ut loans and ft1T the pwpose, a society may receive deposii.'j am! loam from depn.siis. persons who are not members of the society for the purpose of (he meeting of any obligauon or discharging any of its functions under this Act (2) A society may by mortgage or in any other manner it deem~ approptiate, guaranLee the repayment of any sums re1.:eived by 11 pursuant to subsection (1). 118. (1) A soc-iety may receive deposits from a minor and pay to such minor such deposit together with the interest accrued 1.hcretm. (2) Any deposit made on behalf of a minor may, together with any interest accrued thereim, be paid lo the parent of the minor or, where the minor is under the case of a guardian, to such guardian for the use of the minor. (3) For the purposes of this section the mother of a minor born out of wedlock is lhe guardian of such minor, except (al there is subsistin,2 a court order dcprivin.e; her of the custody of such minor, m which case I.he guardian hl"lall be the person named in the court order; or R,·cciJX ,, d~[XlSll,S frnrn mmm,. ANTIGUA AND BARBUDA Reser,,~ l'und ltqu1d1ty and ad.l<:jWICv oi u,piud. 64 The Co-operative Societies Act 1997. No. 2 of 1997. (h) the minor customarily resides with some person other than the mother in which case that person shall be guardian. ( 4) ln paragraph (b) of hllbsection (3) '"customarily resides with'" includes "is under the care of'. (5) The receipl of a minor or his parent or guardian. a~ the case may be, for money received under this section shall be a glxxland sufficient discharge of the liability of the society in respect of that money. (6) Where a perwn under a legal disability, other than minority, is entitled to receive m<mey from a society such money may he paid by the society to the Registrar of the Supreme Court 10 the credit of such person under sud:i disabihty; and the receipt of the RegistrM of the Supreme Court or of the person under disability, as the case may be, shall be good at1d :-.ufficient discharge of the liability of the society to pay that money. (7) The Registrar of the Supreme Court may retain out of any money so paid to him a sum not exceedin2: one per cent thereof for fees of office and shall pay or awly the remainder 10 or for lhe care, maintenance, education or benefit or such person under disability. 119. ( 1) Where a society realises a surplus from its transactions that society shall establish and maintain reserve, a Reserve Fund which fillall be administered by the National Leae,ue or National Council in such manner a<;. maybe prescribed. (2) Where lhe annual audit of a socictv indkates a net sumlu~. at least 25% of lhat surplus, shall he credited to the Reserve Fund; and such reserve fund may, subject to the approval of the Registrar, be used in the business of lhe srx:iety, inducting unforeseen losses, unexoectcd shortfalb in lilluid ca<;.h. caoital retention, reoair and maintenance and the avoidance of cx1ema.l borrowing. (3) Every society shall ensure (a) that no less than 20%· of il'i members' share~ mid deposits are kept in a liquidity reserve, and No.2of1997. The Co-operative Societies Act 1997. 65 {b) that i.u;. statutory andofuer reserves ai:e, atoo s\age, \ess than 20% of its total liabilities. (4) The Registrar shall, on the application of a society or on his own 4'X-"Ount, grant a period of time as considered reasonable lO enable management to make good any deficiency in the adequacy or its cap1ta1 base. (5) Subsections ( I) and (J) apply to credit unions only. ANTIGUA AND DARDUDA U:U. { IJ every society snatl esrahllsn am.I ma1nraJn a Develop- 1.1eve1np1nen1 nm(]. mentFund. (2) Every registered society that realises a surplus from its operations as ascen.ainetl by tht'. aimual illlllil shall 111dAc .~uch annual contribution as may be Jetennined by the National League or National Council not exceeding ten per cent of that surplus of such fund to be used for the development of registered societies. (3) subject lO subsct:tion (4), the Development Fund shall he administered by the National League nr National Council in such manner as may be preSlTibed. (4) Wh~re a Nati(u\al League or Naliunal Council ha<; not been esl.ahlished or io, n1.11 t\mcti~m g a-, hllCll, lhe Develotimenl Fund Mlall he admini~tcreJ by such person or body of persons as the Keg1strar (1Cll,'I1Tlines. (5) The Development Fund shall he adtnini~tered hy the Na tional League or National Council in such a manner as may be prcs;. ,'flhed. 121. (1) A society may establish a contributory Pension Fund for l'~n,,.i11 l·unJ. its M!rvants and employees and may contribute to such fund. (2) A Pension Fund established under subsection (I) shall not be considered part of the a"-.<:elS of the society hut may be invc~tcd in such manner as may be pre!.crihed hy the hy-law~. 122. After making tte prcSLTibcd payments to its Reserve and Chantabk' Development Fund a society may, with the approval of the Regis- nmtribu1ion., trar, COl\lnOllte tG any nQu-protli., cllarttaNe, henevolem or cu ltw al purpose. ANTIGUA AND BAKBUUA Dividend ex "°""'· Annual financial statements. 66 The Co-operative Sodeties Act 1997. No. 2 of 1997. 123. (1) Subjccl to this section and sections 119 and 120, any surplus may be distributed by way of dividend or bonus amongst 1t<; members in proporllon to their patronage wilh the society al such rate a<; may be prescribed. (2) No registered society shall (a) pay a dividend or bonus or dis!libutc any pan of it'i accumulated funds before the balance sheet has been certified by an auditor approved or appointed by the Registr<1r, or (b) pay adividendor make any payment on acxxmntout of profits until the Reserve Fund has reached a prO!XJrtion ornotless than I 0% of the total liabilities orthe society. (3) A bonus based on wages or on the value of I.he products of a member or a hon us or rebate patronage calculated in proportion to the amountd the busmess done by each member with the registered society may be distributed periodically to the members from surplus funds after the deduction of all expenditure and after making provision for bad and doublful debt~, making allocation for the reserve Fund. PARTVID l<lNANUAL UISCLOSUlffi ANIJ AUUIJ 124. (I) The directors of a society mustplace before lhe members at every annual meeting of members of the society: (tt) comparative financial statements, w, prescribed, relat ing separately Lo (i) the period that began on the date the society came into existence and ended not more lb.an twelve months after that dale, or, if the society ha~ completed a financial year, lhe pericxJ !hat began immediately after the end of the la~t period for which financial statement were pre pared and ended not more than twelve months after the beginning of that period, and (ii) the immediately prcuxling financial year; No. 2 of 1997. The Co-operative Societies Act 1997. 67 (b) I.he repon oflhe auditor; and (c) any further infonnalion respecting the fmanciaJ posi tion of I.he society and the results of its operrujons required by I.he by-laws. (2) TtJe financial srnremems memionect in sub-paragraph (ii) of paragraph (a) of suhsection (1) may he omitted if the reason for the omission is set out in the financial statement to be placed before I.he memhers or in a note attached thereto. 125. (1) The directors of a society must approve the financial statemeuts referred lO in section 124, and the approval must be evidenced by the sig•iature of two or more directors. (2J A society ~hall not is~uc, publish or circulate copies ol lhe financial statements referred to in section 124 unless the linanc1al statements arc {a) approvi:J al\J ~igned m (JJ;cnrdiuwe with sub~ction ill.and ,,1,: aCCOff'l'iil1lCU I':, cl report or tlK' amlttor, ii mly, ()] lllC ',()( lLT· 126.11) Not kss than ten days hefore each annual meeting of 1ncmhc-:rs, a sone1v 11 mq make available t(l each !Ill,"Illhcr a copy ol the financial statements and report of the auditor relerred to in section 124. (2 J Where a socict y applies to lhe Regisrrar and he is salistictl tltal I.here arc reasonable grounds, he may excuse the society from complying with subsectmn (1). ANTIGUA AND BARBUDA Appro~al of fiM~d.1] .s1akITlt'nl.\ Furn,.,hlll)l. financ,al .s-ta\t'ment,. 127. (I) ~UbJect to ~eel.ion IL~. only mt1Jv1duals who qualify Auditor's under subsection (2) arc qualified for appoinUnent a.\ auditon; of a quali!1cat1on., society. (2) An md.ivuJual qual1hc~ tor appomtment as amlitur, 11 (a) he is a member of the Institute of Chartered Accoun tant.~ of Antigua and Barbuda in tbi~ section called the ··1nst1Lutc'", and holds a practising certificatc of I.he Institute, or ANTIGUA AND BARBUDA IJl.squaJ1ly1ng auditor. 68 The Co-operative Societies Act 1997. No. 2 of 1997. (b) he satisfies the Registrar that he was in practice in Antigua and Barbuda as an auditor of societies on the day immediately preceding the commencement of lhis Act. (3) Notwithstanding subsections ( 1) and (2), the Registrar may, in any speeial case, audit the accounts, or appoint any person whether or not qualified in accordance with subsectmn (2) to audit the account,;;, of any registered society. 128. ( l) Subject to subsection (7), an individual is not qualified to be an auditDr of a society if he is not independent of the society and its member societies, and of the directors and officers of the society and it~ member societies. (2) For the pllll)Osesof this section whether or not an individual is independent is a question of fact to be detennined having regard lO all the circwnstances. (3) An individual is presumed not to be independent of a society if he or his bm;.iness panner (a) isamember,adirector,anofficeroranemployeeofthc society or any of its member societies or a business partneror employee of any director, officer, member of employee of any such society, or its member societies; (b) isamemberofa Credit Committee or any other com mittee of the society or any of its member societies: or (c) transact,; a substantial amount of business with the society or a member society thereof. (4) The provisions of professional advice by or on behalf of an individual or his business partner does not by itself deprive an individual or his business partner of his independence for the purposes of this section. (5) An auditor who becomes disqualified under this section n::Jst, subject to subsection (7), resign fot1hw1th after he becomes aware of his disqualification. ( 6) A memberof a society may apply to the Registrar for an order ,1rthc Registrar may. upon his own motion, makcanordcrdedanng No. 2 of 1997. Tfu:, Co-operative Societies Act J 997. 69 an auditor disqualified under this section and the office of auditor var.ant. (7) A member of a society may apply to the Registrar for an order or the Registrar may, upon his own motiotl, make an order exemptine an auditor from disqualification under this section: and the Registtarmay, ifhe is satislted that an exemption would not adversely affect the members, exempt the auditor on such terms as he thinks fit. ANTIGUA AND BARBUDA 129. (I) Subject to subsection (4), the members of a society shall Appointn~m of (a) at the first general meeting, appoiman auditor to hold office until I.he close of the first annual general meet ing, and (b) al each annual meeting, appoint an auditor to hold office until tbe dose of the next annual e:eneral mec1 ing. (2) Notwithstanding suhsection (10 (bj, if an auditor is not appointed at an annual meetinJ?, the incumbent auditor continues in office until his succes:,;or is appoinlCd at a subselju, nt meeting. 0) Toe remuneration of an auditor shall OC f 1xcd by the dircctor'i. ( .t) An auditor shall be deemed not to haveassumed tiffice unless he ha<,, in writing to the society. confurned hi~ willingness to serve as auditor. 130. (I} An auditor of a :mcicty cca\l.'.:-. t.i hold dficc when (a) he dies or resigns, or (b) heisremovedpursuantto-;cctiuu !31. (2) The resignation of an auditor becomes effec\Jvc at the time ;i w1illen resignalion i~ . ..ent to the ~ocif'ly. or at the- 1im1' \fK'A"iiiPd in the resignation, whichever is the later dale. auditor I., I. ( 1) The member~ nf a ,;ocicty may, hy ordinary re~olutiou l{cm,,,-,-,1 ,r at a special meeting remove an auditor other than an auditor auditor. appomtcd by the Registrar under section t ~1. ANTIGUA AND BARBUDA FiJJrng va<.·a,wy or audiwr 70 The Co-operative Societies Act 1997. No. 2 of 1997. 132. (1) Subjeci tv subsection (4), the directors musl. fvrthwith till a vacancy in the office of auditor. (2) If there is nota4uorum of director.,, the directors then m office must, within twenty-one clays after the vacancy in the office of auditor occun;, call a special meeting of members to fil I the vacancy: and if they fail to call a meeting, or if there arc no directors, the mocting may he called by any memher. Ol Where the <lircdors fail to call a mectmg pur~uaut to sub~ectmn (2) nr where there arc no <lir..::.ctors, a meeting for the purpti:-.c of lilting a vacm1cy in the offiri: or auditor may he called hy any member. (4"! ·nw hy-laws of a ~t>C1cty may provide that a \·acmcy m the office of auditor he filled only hy vole of the mcmtx:r,. 1~- • ·1urhtor appointed Lo fill va<:ancy hold~ office tor the 1111"\:)lrcd ,,,1m o! \u, r,redt'1.',',\or k.c"~,,1,.u ~pp.>m1,·d LB. II;, ,()(ll'l'.. l1Uc'·- •ll'I t·1a\.'l' ;m audi1m. lhr Reg1~trar ma~. •ll•,ii 1, ·' upon lii- ll\' u mouon, ,md ,h~ili, qx ,n the applKa\HlH o! a m,·mhei 'tJ'r1 ,JJll and f1 \ th,· 1-.-111u:1d .it 1< , 1. d :11, m11>1, ,r, a1,d ti,.· ,111,111, ;r ho!,J . 11 fox uut1! .u1 aud1tor 1, apr,01,,kd u 1 :IL'L·ortlance wah ,e-:111.11 I '' 1\ud1i,ll , 11.~h: 1,, m,u,,· l\cqun,·d []<1,c·,· ,\,i,111 .. r', ne•hl '" iOIIIIJk'll\ 134. TI1e auditor nfa ,(ic1et:I' i, emilled 10 rt·<:cin· m >!le~- 01 ,·\L·• . mccu11~ or thr mcmhrr, of the ,ocicty. and at the rxpcn\e 111" ti1-. \(X.:tetv. H1 auentl and he hcmd at the mL'l'tlllg (lll mauer\ rclatin,t ,, , In~ dutll''- <L, auditor. US. tr a mcmhcrof a S\K:tcty wh\1 l\ c111i1lcd 1\1 vo(e lll a mci;ting ul rncmhc-r,, or a dirc<:tm of a ,Lll'JCIY give, wntti.:n mitii.:i.: to the aud1t111 11r a rnnncr audi\(lr nf the ,ooc1y. not \cs, than ten d:ty, ocrore a meeting of memtx-r, of the ,ociety, to au.en<l lhc meeting. thi.: audnm or fonnn auditor. \L' thi.: ca~e may he, ,hall attend tl1e m,:cting at thL· exrx:n,L· of Lhi.: ,1x:ie1y and ,m,w l'rquc,tion, relating (11 ht, dul!L'~ ;ban audlfllf"(lf fonner auditor. 136. (I) Au audi1or who No. 2 of 1997. the Co-<•perative Societies Act /997. 71 (b) receives a notice or otherwise learns of a meeting of members called for the pllllX)Se of removing him fmm otftce, (c) receives a notice or otherwise learns or a meeting of members or directors at which another person is to he ap(X)int.cct to nu tile omce or amlitor, whetller because of the resignation or removal of the incumbent auditor ur because his tcnn of offo:e has expired or is ahout to exprre, may submit to the society a written statement g1 ving the rea~on for his resignation or the reasons why he opJX>ses any proposed action. (2) Whe11 ilrtt:eivesasiatememrekrrell 1.0 in subsenion (I), thl' socict y must forthwith send a copy of the sta1ement to every memher entitled lo receive notice of any meeting of members and to the Registrar. (3) No individual may accept appoiJllmcnt, consent to he appoinl.ed or he appoinlCd a, auditor of a society if he is replacing an auditor whoha1; resigned, been removed or whose tenn of office lias e,i.ptretl or is abom to c,i.plrc, until me Individual !Jas rcquestM or received from the former auditor a v·ritten ~1alCment of the circumstances and rea.,ons wh~ m ihc auditor·"' opmion, he i:-. to hc rcplaccd. (1) >l"otv.·ithstaoding subsection (3), an individual otherwise qualified may accept apf()innnent or COIJ:it.'"lll to be appointed a:-. auditor of a society if, within fifteen dap of making the request rrfcrred IO in Ihm !-.Ul">SCCliOll, he d(°l'.:"-S lint fl'\""ive ;J reply 10 it. 137. An auditor of a society :'>hall n1;\k~· 1h; cxam111atu iri \h,ll 1~ in tits opinion necessary to cnal'IIC nun I(' tl.'pon m tl1, . pre,;cnhcct manneron the financial sllltemenL'i required h:" thi~ Act to he placed heforc the members, except such financial :'>llHcmcnt"' m pans thereof !hat relate to the unmed1ately preceding !immcial year lt:fent:tl HJ III :'>Uhparagraph (ii) of paragraph (ii) 01 :'>llh-.:(llOll \ I j of set:tion 124. 138. (1) Upon the demand ofan audnorof a ~(1ciety the pre~nt ( ir fonner ctirectors. officer~. employee~ or agent"' of the ~{X:tc!y :,,haJ I !um1~h to the auditor ANTIGUA AND BARBUDA i .. ~Jil,;llJll;lll I>; au,111,i, ,\1,,111,a·, 11~ht 1,, 11l'i""\'I, ANTIGUA AND DARDUDA fuOl or mi;:statement. 72 The Co-operative Soneties Act 1997, No. 2of 1997. (a} .~m:h inlomiativn and explana.tkms, and (b) r.uch ru::ccss to records, documenL'i, books, accounL'i and vouchers of the sociely, as are in the opinion of the auditor, necessary lo enahle him to make the examination Wld report required under ~cction 137 und that the directors, officers, employees or agcms are reasonably able to furnish, (2) Up<:m the demand of the auditor of t1 :mcicly, the dircclOrs of the wciely must (a) obtain from the present or fonner directors. officers, employees or agent!; of any member of the ~iety that is a registered society, the information and explana tions that the directors, officers, employees and agents an: reasonably able to furnish and that are, in the opm1on of theauditor, necessary to enable him to make th~ e,ammauon and repon re4uircd under !>Cetion 137: and (fJ} rum1sn tnc inrormat1011 ana exptanauons sool)t.aitlect to the auditor. (3) Where a runner Oirecwr, orncer, cmp!Oyee or agent of a member fails to comply with subsection (2),he is guilty of an offencr and is liable on swnmary conviction to a fine of $500 and 10 imprisonmem for three months or 00th and to a further fine of $50 tor every day he tails to comply w1lh thal subsectmn alter a nmviction is fm;t obtaiJlro. 139. (1) A director or an officer of a society shall l'orthwith notify the society's auditor of any error or misstatement of which the director or officer becomes aware in a financial statement that the auditor or former auditor has reported upon. (2) When the audiwror a former midiwr ofa st!l'ie1 y i.H1otified or becomes aware of an error or mis-statemcm in a financial statement upon which he has reponed to the society and in his opinion, the error or misstatement is material, he shall infonn each direcl.Or of the society accordingly. No.2of1997. The Co-operative Societies Act 1997. 73 (3) When under subsection (2) the auditor or a fonner auditor of a society informs the directors of an error or misstalement in a firum,:,,'ial .'>talcmcnt of the society, the dirc:ctorl'> 5.liall (a) prepare and issue revised financial statements, or (b) otherwise infonn the members and thcRcgi.~trarofthe error or misstatement ANTIGUA AND DARDUDA 140. An auditor is not liable to any person in an action for Privilege of auditor. defamation ba.'>00 on any act dooc Of not done, or llllY .-,1.atcmcnt made by him in good faith in connection with any matter he is authorised or required to do under this Act. 141. (1) Within thirty days, or such longerpcriod<L'i the Rcgi.,trar allows, of the date of its annual meeting a society shall ( a) file with the Registrar an annual return for the previous )'L<Y, on the- fo1 m pm~ ided by the Rc~l:!tlidl, <11nl (b) fwnish the Registrar with a copy of the financial statement placed before its members at its last annual Ill(,(",ting. (2) Within thiny days, or such longer period as the Registrar allows, of the date of its reporting period at the end of each month every 50ciety :shall file a monlhly return with the Registrar. (3) The Registtar may, by notice in writing, require a society, director or officer of a society to make a special retwn on any subject connected with the bm~incM and affaITT. of the mcicty and, when he requeslS a special return, he shall specify in the notice a time within which the special return is to be made. PARTIX RECONSTRUCJION OF SOCIETIES Annual aml ~pectal rcrurns. 142. (1) The reconstruction of a registered society may be Methods of effected by any of the following methods: rtconstruction. (a) tne amalgamauon or one society witllanotncr society to fonn a single society; ANTIGUA AND BARBUUA l.'on~er.imn. 74 The Co-operative Societies Act 1997. No.2of1997. (b) the transferoftheasse~and liabiliticsofone society to another society; or (c) the division of a society into two or more S,()(,.ieties. (2) Sectiom 145 to 148 shall have effect with respect to the procedure that must be lollowed in relation to-par.:1.graphs (a) to ( c-) of subse.ction (1). 14.i. (I) A company registered under Ule Companies Act or a registered industrial, provident or frienJJy society may, by special resolution, dctennine to convert itself inLO a registered society. t2J Any sueh resolulion for conversion mto a registered society shall app:lint ten persons, members of a company, induslfial, providem or friendly society, as the case may be, who together with [he set.,Tetary, shall sign the rules and who may, by resolution, be given such powers to act on beha.11 ot the company, mc:JustnaJ, provident or friendly society, as may be specified in such resolution. (3) A copy of the special resolution referred LO in subsection ( 1) wtth three copies ot the by-laws shall be sent to the Keg1strar who may, U{'(m m,-eipt lhercol: regl.'ftr the .me, y and issue acer1Jnca1e in accordance with ~lion 13. Effect of certificate 144. On the dale shown in the certificate of registration issued of registration. pursuant to section 243, (a) the mcorporauon or reg1strauon under any other enactment of the company, industrial, provident or friendly society, as the case may be,ccases and shall be cancelled by lhe proper officer; {b) lhecom-enionofthecompany,intJmtnaJ,proviOemor friendly society. as the ca-.e may he, is effective; (CJ the propeny of any body mentioned in paragraph fl.I/ becomes the property of the registered S<.x.iety; (d) the registered society is liable for the obligation~ of the company, industrial, provident or friendly socit'ty, a.~ lhe case may he; No.2of1997. 7ne Co-operative Societies Act 1997. 75 (e) an existing cause of action, claim or liability or pros ecution against the company, industrial or provident society or for rrtenctly society is not affected; (j) a civil, criminal or administrative action pending against a converted company, industrial or provident soctecy orfi'lenctly society may be conlinuetlagains1 the registered society; and (g) a conviction against or a ruling, order or judgement in favour of or agamst a lxxty ment.10nec:1 m paragraph ( e) may be enforced by or against the registered society. (2) Every right or claim and the liability for every penalty menuonoo 1n suosecuon ( 1) naveprtort1y as against me propeny or the registered society over all other rights or claims against, or liabilities of the registered society. ANTIGUA AND BARBUDA 14~. (I) Any two or more soclel.les may, by a reso111r1on passed Amalgamatwn by not less than three fourths of all the members of each society of "''"''d'"'· present and voting at a special general meeting called for the purpose, amalgamate a"i one society. (2) Where the resolution referred to in subsection ( l) is pa~sed, each such society shall apply to the Registrar for cancellation of its registration and the societies shall jointly make application for the regisir<1tion of Ihe amalgamaietl ~ocicty. (3) The registtation of the amaJgamated society shaJI be deemed to be sufficient to vest the a<;set<; and liabilities of the amalgamating socielies in the amalgamated society. 146. (1) Any society may, by resolution passed by not less than Trans!t'rofasstet.s o1 three-fourths of all the memhers present and voting at a special socid1es general meetmg called tor the purpose, agree to transter its assets and liabilities to any other society which hasagrcc<l toacccpt them. (2) The acceptance of that other ~ociety shaJI be evidenced by a rcsolunon passed by not les.s than t.hrCc fourths or the members or that other society present and voting at a special general meeting called for the purpose. (5) on tlle passing of tlle resoluuons referretl tom subsections ( 1) and (2), the transferor society shall apply lo the Registrar for ANTIGUA AND BARBUDA Claims of objecting ctt.lit.>t.l. 76 The Co-operative Societies Act 1997. No.2ofl997. cancellation of its registration and the transferee society shall submit to the Registrar a copy of it-. rewlution agreeing lo the transfer. (4) Subject to subsection (5), the cancellation of registration and the submission of the resolution agreeing to accept the transfer is hereby deemed to be sullicient lo vest the as~\s and liabihties of the lnUlsferor in the tranfcrce. (5) Where the vesting of the assets of a society involves real property, a copy of the resolution ref erred in subsection ( l ), certified as such by the Rcgisu-ar, the resolution shall be recorded al the Registr.-1.tion Office, the Land Registry or such other government department in which dealings in real property arc recorded or regi&tered as the case may be. 147. NOlwithstanding sectiom, 145 and 146noamalgamation or transfer shall be effected unless the creditors of the societies concerned a.re given three months written noticcoftheproposaland have signified that they have no objections. ricv1s11111 01 soc1e1y. 148. (I) Any society may, by resolution in this section referred to as a "preliminary rcsolulioo" passed by thrc.:-lourths of the members pre~emand voting ata ~pecial general meeting called for the purpose, resolve to divide it<,elf into two or more :-.ocieties. (2) A preliminary resolution (a) shallcontain proposals for the division of the assets and lllibillttes of the society among the i1ew slx:iel:le~ mto which it is pmposed to divide the society; and (h) may specify the area ofoperationof,and the members who will consl:llute, e.ach of the new socictic~. (3) A copy of the preliminary rc~olution shall he :-ent to the Registrar and all members and crcditon, of the ~CH.:iety that is heing divided. (4) At lea<;t ten days notice of the preliminary resolul:lon shall be given to any per~on whose it11.crest: will he affected by the division of the society, and the notice fill.all t,.: published at least onu: in the Gazette and in a newspaper circulaii'lg in AnL.igua and Barbuda. No.2of1997. The Co-operative Societies Act 1997. 77 (5) Any member of a sociely may, notwithstanding any by-law to the contrary, by notice given to the society widiin a period of three months from his receipt of the preliminary resolution, state his 1n\enti<m l\Ol to becrnn~ a member oi.: aJ.\'j \Jf 1.lw. t\Cw •:,1.)1,:.\eties. (6) Any creditor of the society may, notwithstanding any agreement to the contrnry, by 1101.ia- given Lo lhe S(X:iety wilhin a period of three months from his receipt of the preliminary resolu tion, state his intention to demand the payment of moneys due him. (7) Any person, other than amemberorcreditor, whose interest may be affected by the division of a society may, by notice given to the society, objeet to the division unless his claim is satisfied. (8) After the expiry of three months from the receipt of Ebe preliminary resolution by all the members and credit.ors of lhe society and of the not.ice to other person given under subsection ( 4 ). another special general meeting of the society, of which at Jea<.;t fifteen days notice shall be given to it.smembt.,'J'S, sha]l be convened for the consideration of I.he preliminary resolution. (9) If at the special ~eneral meetin g referred to in subsection (8) the preliminary resolution Th cnnfmw,1 h'j a ~ial te.'i(}\\\W;m either without changes or with such changes a-. in lheopinion of the Registrar are not material, the Registrar may, subject to subsection (11) and section 13, register the new societies; and upon registra tion, the original society shall Ix: deemed to be dissolved aml its registration cancelled. (10) The decision of the Registrar a-. to whether any changes made in the preliminary resolution are material shall be final and not subject to any appeal. ( 11) At the S(le(...ial .eeneral meetin.e ref erred to in subsections (8) and (9) provision shaJJ be made by another resolution for (a) repayment of the share capital of all the members who have civen notice under sub-section (5): (b) satisfaction of the claims of all the \-'reditors who have given notice umb subsectmn (6); (c) satisfaction of the claims of such of the other pe~ons who have given nolicc under subsection (7); ANTIGUA AND BARBUDA ANTIGUA AND BARBUDA Eflecl of r<ogistrahon of new societies. 78 The Co-operative Societies Act 1997. No. 2 of 1997. but no member or creditor or other person shall be entitled lO such repayment ot :.atisfaction until the preliminary resolution is con hnnOO m accordance w1tll subsectmn (1:1). ( 12) Where within such time a'> the Registrar considers reason able {a) !he share capital nflbe members referred to in subsec tion (11) ( a) is not repaid, (b) the claims oflhecred1torsreferred to in that subsection are not satisfied, or ( c) the claims of the other persons mentioned in suhsection \ 11) re J are nm &atlsfle<J or secured, the Registrar may refuse to register the new societies. 149. t lie reg1mat1on of new :;oc1eues established pursuam rn :-;ection 148 is sufficient to vest the assets and liahilities of the original society in the manner six:cified in the preliminary resolution as con!irmed in accordance with subsections (8) and l9 J of that section. PARTX RECEIVERS AND RECEIVER.MANAGERS K~cmet app..lmt~<l 1~0. Where, m the opinion of tht' Registrar. based on the Py Jfrg,.,rr/Jf. rcsulL-; of an examination undertaken pursuant to section l 80, ir is necessary to appoint a receiver-manager to protect the equity of the memhcrs, the Registrar may, subject to the approval of the Mnuster, appomt a n:ce1ver•manager. Functions of rt~~1vcr. 151. (1) Subject to the rights of!,,Ccured creditor~. a receiver of any property of a society may (a) receive the income from the property and pay the liabilities connected with U1e property; and fb) realise we security interest orumse on w!11lse behall he is appointed. No. 2 of 1997. The Co-operative Societies Act 1997. 79 (2) Notwithstanding subsection ( 1) and subject to any order that the Court may make pursuant to section 155, a receiver who is not appoinled manager of a socie1y shaH nrn carry on the business oflhc sociecy. 152. Notwithstanding ~tion 150, where a receiver of a society is also appointeCl manager of the sociely, ne may carry on any business of the society to protect the security interest of those on whose behalf he is appointed. 153. Where a receiver or receiver-manager 1s appomlect by a Court or the Registrar or pursuant to an instrument, no directors of the society shall exercise the directors" powers that the rccei vcr or receiver-manager is authorised to exercise until the receiver or receiver-manager is discharged. IS4. (1) Arece1veror receiver-manager appointed by a Court shall act in accordance with any directions of the Court (2) A receiver-manager appointed by the Registrar shall act in accordance with any directions of the Registrar. (3) A receiver or receiver-manager appoimed pursuam IO an instrument shall act in au:ordancc with that instrument and any direction that the Court may make pursuant to section 155. (4) A reu:tver or receiver-manager sllaJI (a) act honestly and in good faith, and (IJ) deal with any property of the society m his possession or control in a commercially reasonable manner. ANTIGUA AND BAKBUDA hrnclion, llf lt"LLi>L[ manager. C~ssaiion of Board·s power.1. 155. Upon an application by a receiver-manager of a society, Directions bycoun. whether appomted by the Coun or under an instrument upon an application by an interested pcl'Son, induding the Registrar, the Court may make any order it thinks fit, on any matter including, an onier (a) appointing, replacing or discharging a receiver or receiver-manager and approving his accounts; (b) detennining the notice to be given to any person or dispensing with notice to any person; ANTIGUA AND BARBUUA Oirec\100.s by Registrar. Required actions of receiver. 80 The Co-operative Societies Act 1997, No. 2ofl997. (c} fixing the remuneration of the rocci~er or rereiver managcr; (d) requinngthereceiverorreceiver-manager,oraperson by or on behalf of whom he is appointed, ( 1) lo make goocl any detault m connectmn wllll the receiver's or receiver-manager's custody or managemenl of the property and business of lhe society, and (ii) to relieve a receiveror a receiver-manager, or a person by or on behalf of whom a receiver or receiver-manager is appointed from any default on any terms that the court cons1del'S appr0pn ate; (e) coofirrning any act of the receiver or receiver-man ager; and (j) giving directions on any other matter relating to the duties of the receiver or receiver manager. 156, ( I ) Where a receiver -managerisappointed by the Registrar, the receiver-manager for any interested person may apply lo the Registrar for directions on any matter relatmg to the duues or the receiver or receiver-manager. (2) Where the Registrar receives an application pursuant to subsection (1 ), he may make any order he considers appropnate, including any other similar to an order described in sections 15 S ( c) to (j). 157. A receiver or receiver-manager shall ( a) in the case of a receiver or receiver-manager appointed by the Court or pursuant to an instrument, immediately notify the Registrar of his appointment or discharge; (b) take into his custody and control the property of the society in accordance with the Court order, order of the Registrar or instrument putsuanl to which he is appointed. No.2of1997. The Co-operative Societies Act 1997. 81 (c) open and maintain a bank account in his name a<, receiver or receiver-manager of the society for the muucy::, uf I.he MJl;ic:Ly cuntiug um.lt::r lib cuuuul; ( d) keep detailed accounts ofall transactions carried out by him as receiver or receiver- manager; (e) keep accounts of his admini~trmion that he shall cause IO be available during usual business hours for inspec tion by the directors of the society, the Registrnror any perwn autlm1i~c:J l,y tl1e RcJ;;i~uai. (/) prepare at least once in every six -month period after the date of his appointment financial statement~ of his admini11trn.tion, a.~ for a. ~ i~ practicable in the form required in section 124; (gj on completion of his duties, render a final account of hi., adrnini.mation in lhl- foun he ltd.'> ,1Juplc<l fu1 preparation of interim accounts pursuant to paragraph (I); and (Ii) file with thcRcgfalra1: a copy of auy fo1dl... ,i,tl ~laU::111e111 menuuncd in paragraph (/) and any final account mentioned in paragraph (g) wilhin fifteen days of the preparation of the financial statement or rendering of 1111.: r,mtl aU.-uw11.., a.'> the ca:,,e J11ay bt:. PART XI DISSOLUTION ANTIGUA AND DARDUDA 158. ( l) Subject lo the approval oflhe Registrar, the members of Dissolution by a society may authorise the dissolution of the sod.ety. m~mbm. l2J The Hoard shall cause a nouce ot a special meetmg of members to be sem in the manner prescribed in sec1ion 43 to each member for the purpose of authorising dis~olution. (3) Each mcmberoflhe society ha5 lhc nght lo vote with respect to dissolution. (4) For the purpose or subsection (I) dissolution is aulhorised when the members approved the dissolul.ion by a special resolul.ion of the membership. ANTIGUA AND BARBUDA 82 The Co-opemtive Societies Act 1997. No. 2 of 1997. (5) Where the Registrar (a) receives notice, in a form satisfactory to him, of an authorisation to dissolve a sociely; .and (b) is satisfied that it is in the best interest of the society and its members; he shall approve the dissolution. (b) The autboosatmn.approved pursuant lo subsection \4) must set out (a) the assets and liabilities of the society; (b) the claims of any creditors; (c) tlle numberofmembers; and (d) the nature and extent of the member.;· imcrest in I.he society. (7) Subject ll) sub~tlOII \9), Wl!ere a !-;ll(;ICIY has an u11alloca1Ctl surplus and the authorisation approved pursuant to ~uh-.eclion (4) states that it is not to be paid out al the time of the society's dissolution, the unallocated surplus must be paid !o one or more crusiees who arc (a) named in the special re~olution: or (/JI where not namc<l m the spenal rcsolutum, appmntcd hy the Regislrar. (Xl ! 'he trustees naim'ct or appmnlc<l pur..,uant to suhsct:twn ( 1 i shaJI (a/ <lcp<1\tl the money in a sr,cnal 1ni~1,tt·L·oun1 (ii) a hank rc r1,1cred m1dcr 1hc Ban\... m/.' Art. ! 1l'l I : No. 2 of 1997. The Co-operative Societies Acr 1997. 83 (9) Where a lfUSl is created pursuant to subscctmn (7), the irn..:ome and prirn..:ipal of the lfllst i~ required to be expended within a period of twenty years from the dale that the tru~t wa" est.ahfo,hctl for any cooperative purpose the Registrar considers rit. ( I 0) In this section, ( a) '"interest"· includes tlll' imcrcst of a member m a sr•ciety and includes member loans an<lohligations of any kind that (i) ari.-;c by virtue of the by-laws of the society, and (ii) arc owed by the society to the members: (h) '"unallocated surplus" in dude~ any net proceeds from the sale of as~t.~ on J.issolution of the society after the liabilities of tJic society and the claims of creditor" and memhcrs h:m.' hccn ,\a/1\licd. 159. (I) When the Rcg1strarappmvcsa :-.r,ecial rc...,olu!ion pas~d pursualll to -.eel ion 158 he sliall, al UK· expcn~c ot the society, cau~l' a nollce of the ~pet'ial fL",t1lu1irn1 t(l he puhlished om:c a week l(lr two weeks (h) in a newspaper nfl'ulaung in Amtgua and BarhUtLt. ('..') No1w1thsta.udmg,...,uh~ect1(m ( I J. where the Kcg1~1rarrccc1\C' an aJfoJavit from the officers nf a stx:il'ly ,tating that lhl' ,nctl'ly ha, no it\set~ and no li:tbilirics ,md he i., ,aci,l"icd llw i1 i\ arrn 1pn:llt'. he may (11) l'xcmpt the MJC1c1y from ,uh~1.Y\1trn ( l J: and (h) taU~l'. al the expense ol the Rcgislr<U". ;1 1l11l1l~' of th,: ,penal TCMJIUlH lJl pas,nl pur .... u,rnt hl \Cl"IHlll I ',XI ! 11, l he publi,hcd m the G,ce11r. (:\J The Rcg1slflu- ~hall rcquuL· !rum :1 ,,icicty, h411H.la!m or uw,tcc appoilllcd hy a \(JCicty or ,my other pn-.011 who 1~ rcqmrnl to !umish infonnation, au annual (lf nthcr return ,howiug ANTIGUA AND HAflliUUA '"t,"" ,,1 ,)lllt>IUli,1n t>) mtml:>::r, ANTIGUA AND BARBUDA Dissolution by Keg1Str11r. 84 The Co-operative Societies Act 1997. No. 2 of 1997. (a) the progress of dissolution; (b) the distribution of any undistributed surplus or reserve; ( c) the progress of the administration of a trust established in acconlance with this secuon; and (d) any other information that he rnay require. 160. (1) Where the Registrar has reasonable cause to heliew lhat a ~iety (a) hasnotcommendoo business within twoyearsafterthe dale shown on iL<s certificate of registration; or (b) has not carried on business for two consecutive years., he shall send to the secretary of the society a letter inquiring whether the society i~ carrying on husmess, ts m operauon or ts subm1ttrng an annual return, (2) Where the Registrar docs not, within one monlh of lhe date he sent a letter pursuant to subsecUon ( 1), receive an answer to the letter, he shall, within fourteen days after the expiry of the month, send to the secretary of the society a letter referring lo the letter senl pun;uant to subsection (I) and stating that (a) no answer to that letter has been received by him; and (b) if an answer is not received to the letter sent pursuant to this subsection within one month from :.he date tt 1s sent., a notice will be published in the Gazette to strike the name of the society off the register and to dissolve the society, (3) Where lhe Registrar (a) receives an answer from a society that it is not carrying on business or is not in operation or will not be submitting an ammal retwn; or (b) docs nol, within one month after the date that he sent a letter pursuant to subsection(~), recdve an answcrto that letter, No. 2 of 1997. The Co-operative Societies Act 1997. 85 he may publish in the Gaz.ette and send to the society a notice that, at the expiry of One rnonth from the date of that notice, the society will, unless cause is shown ID Ille comrary, be struck oft" ll1e regisier and the society will be dissolved. (4) At the expiry of the period mentioned in a notice sent J)lll'Suam ro subsectlon (3), me Regtsmrr may, unless cause ro Ihe contrary is previously shown by the society (a) where be is satisfied that the society has no assets or llabillUes, tssue a ceruncare or dlssolul1on tn me prescribed fonn; or (b) appoint a liquidator to dissolve the society. 161. (1) Where a society fails to furnish a copy of the annual fmancial statements to its members at an annuaJ or special meeting called for that pwpose or within a period of twelve months after the close of its ib:11:111L.1al year, 1.bt'! Regis1n11· (a) mayrequirethedirectorstocallaspecia1meetingofthe society for the purpose of considering the business mu1sacl00 during the preu!tiiug l11umcial year aml fm the furnishing to tk members ~nd to the Registtat a copy of lbe annual financial statement.; and (b} shall, wlterehe requiies a spn:ial mt:t:tiug lU 1x: i.:allOO pursuant to paragraph (a), detennine a time period within which the special meeting is to be called. (2) Where the directors fail to call a special meeting wit.hill tM time period set out in subsection (1), th<: F.:';j .... rr.:,:· may call the special meeting (a) to rev1ew tbe tmancial position nt the society and the members' interests in the society; and (b) the members fail to pass a resolution to the effect that tbe society 1s to carry on busmess and to comply wttll section 124 and 126; (3) Where (a) a quorum of members is not present at a speciaJ meeting called pursuant to subsection (2); or ANTIGUA AND DARDUDA Dissolution for failure to account focbusine.ss tnmsacil.:d. ANTIGUA AND HAKl:JUUA D1ssolutmn by Coor!. 86 The Co-operative Societies Act 1997. No. 2 of 1997. (b) the members fail to pa~s a resolution 10 the effect that lhe society is lo carry on business anJ to comply with :-.echon 124 and 126; lhc Registrar may notify the directors that. unless sections 124 anrJ l26are complieJ wich wichinone mond1 tmm du:datcofcf1c nocit:c, I.Ile society will be struck ou lhe rcg1sLer am.I <.11~s0Jvct1. (4) Notwithstanding suh\ection (3), the Registrar may extend the period for compliance with sections 124 and 126. (5) Where a sodeiy doe,; not comply with \CCI.ions l24 and l 26 within the period mentioned in ~ub~ction (3) nrset by the Registrar pursuant to subsection (4) the Registrar may, (a) where he 1s !>atisfied that the society ha~ no as.seb or liabilities, issue a cenifu.:ate of dissolution in the prescribed fonn; or (h) apprllnl a liquidator to di-;solve the s1x:icty. 162. ( 1) The Registrar nr an interested person may, after giving the society lhree mrniU1~ uouet.'. ot the pmposed apphcat.1011, apply to Inc Court for an order di~o!ving a :-,ociely, if the .\Ociety (a) obtained ib registrauon hy fraud or mislakc; (h) exis~ for an illegal purpose; (c) ha~ wilfully, alkr notice hy the Regiscrar, violated aJ1) ot the prov1s1om, of this Act or 11.s by-laws; (d; ts no longer opcratmg on co-operative principles; or (e) ha.\ the numl"\C1 ol 1(.\ member~ reduced helow the minimum mun her required hy tfti~ An for lfiL' ~ooety. (2) Where an intcre:-.lcd person <tpphe~ pur~u;ull lu thi~ \LC lion. he ~hall give the Rq!1\trar nntii.:<? of hi\ apphcation Wll l the Re pslrar is entitled to appear :md he hi.:ard m pe1 ~on \lf by an allOm<?y-at -law. (3) Where the Court rccc1\"<?:-. m1 application pur\u,u1t 111 tl11\ section. 111m1y 01 Jer that the -.1.1cic1y he di~~olvcd or l14mdatcd mid dissolved under the ~upervi~io11 of the Rcgi,.trar. No. 2 of 1997. The Co-operative Socielies Act 1997. 87 (4) Where the Registrar receives an order made pursuant to subsection (3), he shall, (a) where the order is to dis.-;olve the society, issue a certificate of dissolution in the prescribed form; or (b) wh1;;1c tln:: 01UC1 i~ LO liqui\Ul.Lc ct.11d diMuhc tl1c ·,u~icty under the supervision of the Registrar. publish a notice in the Ga::ette. ANTIGUA AND BARBUD/\ 163. (1) Where a society ha~ been dissolved purswull to this Rrn,.11 ul Part, any interested person may apply to the Registrar to have the rli\.rnh,·J ,oci,·t:, • society revived by sending him ,m application for revival in the procribcd form. (2) Where the Registrar receives an appltcation for revival pursuant lu subMX6on ( l J and he i.~ satL~licJ th,tt the .,ocit'ly i., iu unnp!Umcc with thi.~ Ad, h,:: mcty (a) issue a certificate of revival in the prescribed form :md publish notice of the revival in 1hc Ga7.efle: and (h) imPose any conilition~ on the !-.(Xiety that Le nm~idtr~ rea.,;onablc with respcl't to the socit'ly. (J) A -~oc1cty i~ 1cvivn.l 011 11K date ~huwu 1u tlit· u:1tifo .. <1tc ul revi·,cd, (4) Where a society is revived pursuant to this section, ll (a) has all the right, and priv•leg('' .. ·-:ml (h) 1s liable for the obligation-,, 1ha1 it would have hatl 1f ii had no! hc-cn tlis~nl \ L'J. ~uhjl'ct to mi~ 1mm, thm may he impmed by the Rcg1str;u J1 quired by any per~on after it~ dissoluuon. ; h-i. (I) Where ,,,; a ~x:icty i, to be <fosolvcd pur,u,ml to l111s Pan. or /\pprnntnh'lll ,,! llljllld~t••J. ANTIGUA AND BARBUDA Commencement Cessation of busin~ss General provisions respecting liuuidators, 88 The Co-operative Sot:teties Act 1 f/97. No.2ofl997. the Registrar may appoint a liquidator lo wind up the affairs of the society. (2) Notwithstanding subsection (1) where the Registrar 1s satisfied thal the society has no w;sets and liabilities, he may issue a certificate of dissolution in the prescribed form. 165. The liquidation of a society commences where (a) a special resolution for dissolution of the society is upprovod hy the Rcgi~trur pur~,uant to :,oction 158; (b) the Registrar appoints a liquidator pursuant to section 160or 161; (c) the Court makes an order to dissolve pursuant LO ~lion 162. 166. (I) Fn,m Liicillltc of the commencement of it:,, liquidation ( a) a society contmues in existence, but shall cea-.e to carry on it;; hu>.inl"l~f. ll>'C<1pt im,ofar a,. may be rl.llJUired, in the opinion of the h4uidator, for an orderly hqmdation, and (b) any transfer of shares, other lhan a tn1.mformadc to or with the approval of the liquidator, and any alteration in the status of the members made after conuneni.:e ment of the liquidation are void. 167. (1) Where two or more liquidawrs arc appointed, all the provisions in this section with respect to a liquidator apply to all of the hquiddwn. (2) On the appoinunem of a liquidator pursuant to this Part, all the JX)Wers of the directors vest in the liquidator. (3) A liquidator may delegate any of the powers vested in him pursuant lO subsection (2) to the directors or members. (4) Where the member, of a society appoint a lit.juidator, they may, a tt.at time or at a subsequent general meeting, pass a No.2ofl997. The Co-operative Societies Act 1997. 89 resolution giving direction to the liquidator with respect to the disposal of the property of the society. (5) Where (a) the members appoint a liquidator and do not issue wn::ction p~uant to sut®ctioo (4); or (b) a liquidator is not appoinled by the members, the liquida1.u1 i1, 1,ul,jc;u LU the dll-n.t.iu111,, U11.ki1, ~nd ll11>1.lu1,livrn, uf the Registrar with respect to the mode and lerms and conditions on which he may dispose of the whole or any pan of the property of the society. (6) Where a vacancy in the office of liquidator occurs, the Registrar may appoint another person to fill the vacancy. (7) l11 all 1,11~1~1, wnue,,:.t.ed w il11 Llic: 1,~iely, the liquiilii.LU1 is to be described as the liquidator of the society and not by his individuaJ name only. 168. On his appointment, a liquidator shall (a) immediately give notice of his appoinlment, (i) in the case of a liquidator not appointed by the Registrar, to the Regi&trar, and (ii) to each clnimant and creditor known to the liquidator. (b) immediately publish notice of his appointment in the 0U1..1:lli: dllU vno;:,a wc,;,k for two COll.'la;utivc wa;~ in a newspaper pnnted and published in Antigua and Barbuda. (.::) set out in the notice mentioned in paragraph5 (a) and (b) a provision requiring any person (i) indebted to the society, to render anaccoumand y.ty w the liquidalv1 iil Ilic time and pla1:,c specified, ANTIGUA AND DARDUDA l)uties of liquidator. ANTIGUA AND HAKHUVA 90 The Co-~rative Societies Act 1997. No. 2 of 1997. (ii) ~g JWOPMY of the society, to deliver itto the liquidalor al the time and plact specified, and (iii) having a claim against the society, whether liquidalro. tmllqUl(laJOO, fulluC Oll'OOUDgent. to present particulars of the claim in writing ro the liq- not la"' than two m , after the first publicalioo of the notke; (d) take into bis custooy and coottol the property m the society; (e) open8Ddmain\amatrustaccountior1htmooeysof\be sociecy; (JJ mamtam scpanue liSts or me members, crerurors and other person having claims against the society; (g) wbae al any time be - tllal the society is unabie to pay £X" oocqualely provUle ror me OiSCDIU'ge of its ob~galioos, apply to the Registtar ror directions; and (h) de.bver to tbe Kegisuar and me SOC\el.)', at lCMlonce in every twelve-<DOlldl period a11er bis appoinlment « m«e often as the Registtar may require, financial staremcntsoftbesocietyinthefoonrequiredinsoction 124 or in any form ttw Ille liquillalOr conskltt'S proper er that the Registrar may require. 169. (l) Toe liqttida1Dr may (a) relllin auomeys-al-law, aronmlanlll, engineers. ap Jniscn and other pofessional advisa's; (b) bring, deteod or take part many Civil, crunuuu ex adm.ini,trative actioo or proceeding in the name and oo bebalf m the society: (c) catI)' oo tbe btJ.sine8s otlbe society a., reqwred tor an orderly liquidation; No. 2 of 1997. The C.o-operatiw Socimes Act 19'J7. 91 (d) sellbypulllicauctionorprivatesaleanypropatyofthe society; (<) do allaasandcxocutc any documents in the name and ID bdialf of the society; (/) bcl'row mmey oo lbe seaJJ'ity ot die poperty ot die society; (g) settle or canprunise any claims by or against the '°""")';""1 (h) do all other dlings dlalbe oonsiden necessary for the ooligatim of the society and dislribulioo of its prop cny. (2) Where aliqwdato<hasreasoo to believe dlalanypcrsoo has in his possessim a uooer his control a has coocealed, wilhbe1d « ~ miy JiqJCny of lhc: MJJ..icly, Ill;; ffillY lflJI.Y bJ th;; Court for an Older requiring that pe.rsoo to appear before the Court at the lime and place designau,d in the order and to be eumin<d. (3) Wbere dle exam1DaDoD mendoned bl Slibsel:li1J11 (2) dis clooes Iba! a pmoo bas coocealcd, withheld or ~ propatyofthesociety,thecoonmayorderlbalpmootoiestm:the property Cl' pay mnpeosation to tbe liquidator oo bdialf of tbe '°"")I. (4) Subject to the ,va1 of the Rogisttllr, oo liquidator shall purchas<, directly or mdire<tly, any part of the stock-in-trade, d<bls (X' ~ts of tbe society. ANTIGUA AND BARBUDA 170. (1) A liquidator is ootliable where be relies in good faith on Limitation on Juhilily uC liquidator. (a) financial statements of the society represented to him (i) byanoffictroftbesociety,or (ii) by the audilO< of the society in a writltn report that Stale ttl8l the ftnancial staeements reflect fairly the financial oooditioo of the society; or ANTIGUA AND BARBUDA °"""' liquidation. a-c1 liquidation. 92 The Co-operative Societies Act 1 m. No. 2 of 1997. (b) an opinion, a report or a statement of an attomey-at law. an accountant. an engineer, an appraiser or other profess1onal advisor rer.ained by the ltqui(laJOr. 171. (1) A liquidator shall pay the costs of liquidation out of the property of the society and shall pay or make adequate pruvifilon for all claims against tile society. (2) A&, the dale specified by the liquidato,- for disuibuticm pursuant to section 168 (c) (iii), he may distribute all or any pan of Che assets Of me SOCiety among the ~ entitled to the aMets having regard to the claims of which the liquidator bas nolice. (3) The liquidator is not liable for any part of the as.sets of the society di.SD'ibuted pursuant or suMeetton t2) to any person nooce of whose claims the liquidator did not have at the time of distribu tion. (4) wnen ai.Sb'itiuttng the assets of a soetety pursuant to this section, the liquidato,- shall pay, in priority to the claim.s of the creditors of the society, the wages or salaries of all persons, other thandirectors,employedbythesocietyatthetimeoftheCOIIIIIleIICe mem otlbe ormgauon or w1min one month betore, not greater than three months' wagesorsahuy,and those persons mecntidcd tonuik as creditors of the society for any residue of the claims. 172. (!) In the liquidation of a registmd society the funds, including the Re,erve Fund, shall be applied as follows: (a) firstly ro lhe costs of liquidation; (b J secondly to the discharge of the liabilities of the society; r c J tllira.ty to me payment ot S1lare capnal; (d) fourthly, if the by-laws of the society permit, to the payment of a dividend at a rate not exceeding ten per cent per annwn tor any period during which no distribution of profits has been made. (2) Any surplus remaining after the application of the funds :o tbe purposes specified in subsection (1) may, at the diS1..-"fetion of Ulc Registrar, be used for any cooperative purpose he considern fit. No. 2 of 1997. Tht Co-operative Societi.es Act J 997. 93 (3)Wbelotbeliquidaliooisclooedpun;uanttosuboection(l),tbe Rcgistm olllll (a) issuedirectiooswithrespecttothecustodyordisposal of die documaus aod R>XIds of the society; and (b) discharge lhe liquidator. (4) Where lhe Rtgis""' discharges a liquidator P"""""' to subscctim (3). be shall ~ a certificate of dis.solution in the presaibod tttattner. (5) The society~ toexistoo the date shown in the certificate of dissolution. 173. A pe.rsoo. who has been granted custody of the docwnents and tee<.-ds of a dissolved society remains liable to produce those documents and reccxds fa six years following the date of its dissolutim a until the expiry of any other shorter period that the Regislrar may set. 174. (1) Where there is no agreement or provision fixing the remuneratioo of a liquidator, he is entitled to a commission based on the net poceeds of the estate of the society realised after deducting his expenses and disbmsements. (2) The amount of the commission mentioned in subsection (1) is equal (0 (a) (5%) OD the first$1,()()()reaJised; (b) [2.5%) on the next $4,000 realised; and (c) (1.25%) OD any sum greatcr than $5,000 realised (3) Wbacaliquidator applies to the Registrar, he may increase the amount of carunissions set oot in subsection (2). (4) No liquidator is entitled to any fee or charge for bis services iD addition to tbe canmission allowed p~uant to this section. ANTIGUA AND BARBUDA °"'"""' """""· Renumeration of liquida!a:. 175. ( 1) Notwithstanding the dissolution of a society pursuant to Continualioo this Act, of actiOO!l. ANTIGUA AND BAKHUUA 94 The Co-ope,rative Societies Act 1 'l97. No. 2of 1997. (a) acivil,aiminaloradmiuistrativeactionorproce.e.ding commenced by oc against. the society before its disso lutioo may be continued as if the society bad not been russolved; and (b) acivil,criminaloradministrativeactionorproceeding may be brought against be society within two years after it dimlltioo as if the society had not been dissolved; and (c) any property that would have been available to satisfy any judgement or order if the society bad not been dissolved remains available for that purpose. (2) Service of a document on a society after its dissolution may be effected by serving the document on a person shown on the records of the Registrar as one of the last direciors of the society. (3) NotWithstanding the dissolution of a society, a person to wbCIIlany of its property bas been distributed is liable to any person claiming pursuant to subsection (1) to the extent of the amount received by that pen;on on the distribution with respect to any share of the society that that person held, and an action to enfocce such liabilitymaybel¥oughtwjthintwoyearsafterthedaleofdissolotion oflhe society. 176. (I) On Ille russolutioo of a society, Ille liquidator shall convert into money the p:irtion of the property distributable to a creditor or meinber who cannot be found after a reasonable investigation and shall deposit the money in a registered society or with trustees appointed by the Registrar. (2) A payment pursuant to subsection (1) is deemed to be in satisfaction of a debt or claim of such creditor or member. (3) Where a creditot establi$hes wilhin three years aft.et the dissolution of a society that be is entitled to any money paid, pursuant to subsection (1), to a registered society or to trustees appointed by the Registrar, the society or the Registrar, as the case may be, shall paytbe amountoftltedaim out the moneys deposited (4) Where moneys deposited pursuant to this section are not distribuled wilbin three years after Ille dissolution of a society lben, subject to the approval of the Registrar, the society or the bllstees No. 2 of 1997. The Co-operative Societies Act 1997. 95 appointed by the Registrar shall distribute those moneys in accor dance witb sediro l 71 (l)o,tbe by-laws. 177. (1) Where, in tbeOOUTIIC of the dissolution.of a~ i.t appears lbat any person who bas taken part in the organisation or management of such society or any part or present officer of the soctecy llas miSapplle.d er retained or beamle liable Cl' accountable for any money or property of such society or ha<. been guilty of misfe.a.mce or breach of b'uSt in relation to such society, the Registrarmay,onlheapplicationoftbeliquidab:rorofanycreditor CI coob'ibuttxy. d!tr'f out an exaaunation mto tne conauct ot sucll person and make an ooJer requiring him to repay or restore the mooey cw rate as the Registrar thinks just or to contribute such sum to the assets of SllCh ~ b';# wa'f of~ in rega.td to~ misappllCatioo, telainer, lliSIIOOescy er breaCb of trust as we Registrar thinks just (2) 1lus section sbal1 apply .-itbstanding that the act is ooe tOi' w.rucn tbe ottenaer may be Cl'imiiWly respooSiNe. ANTIGUA AND 1'.ARBUDA 178. Any person aggrieved by any order oftbe Registrar made Appeal asllimt under section 177 may appeal totbe Cooperative Societies Appeal =-,. TrtbUDalwmwlrwency-0neaaysttommeaareors:UcJ1oraeranaw.e decision of 1re Tribunal~ be final oo any q '1Ution o{ fi£l 179. (1) This part does not apply toa society that is bankrupt Aw]ication of w!tbin 1be meantPg of tbe IJQJJkrUprcy A,1. r-..., XI. (2)WbereasocietyisatanytiDlefoundioJIUCC(Xlingspursuant to the Bankruptcy Act, to be bankrupt within the meaning of that ACt, any proceedillgs taken pursuant to this Part to dissolve or to liquidale and dissolve the society are stayed PAl\1Xll INVESTIGATIONS 180. (I) The Registtar may (a) on his own motioo, or (b) ontbeapplicalioooftbelesseroftwenty-fivemembers and 10% of the memben, appointapersonas examiner who shall make an examination of the books of the Examination. ANTIGUA AND BARBUDA 96 The Co-operative Societies Act J<;97. No. 2of 1997. society and ex.amine the affairs of the society and shall make available his report to the Registrar. (2) Subject to subsection (3), the Registrar may direct chat the expenses incidental to an examination under laken pursuant to this section are to be defrayed. (a) by the membe.s applying for the examination; (b) by the society or its officers; or (c) byanycombinaticaofthememrets, thesocictyoriti officas. (3) Where an examinati.On undertaken pllf8uant to this section reveals substantial irregularities in the business of the society, the Registrar shall not direct any members on whose motion the examination was commenced to defray the expenses. (4) When: the Registtar appoints an examiner pursuant to subsection (1), tbe society and its officers, members, agents or employees shall furnish the examiner with any books, accounts, securities or other documents the examiner requires to perlCHlll tile ~ramioation. 181. (1) A member, the Registrar or any interested peroon may apply ex. pane, or on any notice that the Coun may require, to the Cowt for an order directing an investigation to be made of the society and any of its member societies or COtp(X"ations. (2) On an application pursuant to subse.ction (1 ), the Court may order an investigation of a society orof any of its affiliates where it appears to the Court that (a) the society is not fulfilling the purpose stated in its by laws; (b) the society is not carrying on bu&iness in accmtance with this Act, the regulations or the by-laws; ( c) the society is not organised or being operated on co operative principles; No.2ofl997. The Co-operative Societies Act 1997. 97 (d) tbebusinessofthesocietyoranyofitsmembersocieties is er bas been carried out with intent to defraud any person; (e) the business or affairs of the society er any of its member societies are or have been carried on or COOdUCfed. er the powers or the direerors are or have been exercised, in a manner that is oppressive oc unfairly prejudicial to or unfa.-ly disregarded the interest of a member of security holder. (/) the society er any of its member societies was fonned for a fraudulent or onlawful purpose or is to be dissolved for a fraudulent or wilawful purpose; or (g) persons coocerned with the formation, business or affairsoftbe:societyoranyofitsmembersocietieshave acted fraw,hdently oc dishonestly, in connection with tile SOt.1ely. (3) an applicaPt for an order pursuant to Ibis section is not required to give security for costs. (4) An ex pafte application J1WSuanl to this section shall be heard in camera. (5) No person may publiSb anydling relating 10 ex pane proceedings conducted pursuant to this section other than with the autborisationoftbeCourtoctbewrittenoonsentoftbesocietybeing investigated. ANTIGUA AND BAlfflUDA 182. lo connection with an investigalion \lursuanl t!l sectmR Loon orllec. 181, the Court may make any order it considers appropriate, including an order (a) to investigate; (b) appoinbng an inspector, who may be the KegIStrar, fixing the remwieration of an inspector and replacing an inspector; ( c) determining lhe notice to be given to any interesleO person or dispensing with notice to that person; ANTIGUA AND l:f.AJfflUVA Powers of iupector. 98 Tiu! Co-operative Societies Act 1997. No.2of1997. (d) authorising an inspector to enter any premises in which the Coun is satisfied there might be relevant tnlon:nalK)o, anel to exanune anything anCl make copies of any docmnent or record found on the pre mise.s; ( e) requmng any person to pro:luce documents c.- reccros to the inspector; (j) authorising an inspector to conduct a hearing, admin ister oaths and exanune any person on oath, and prescribing rules for the conduct of the hearing; (g) requiring any person to attend a bearing conducted by an mspectot aoo to give evtdence on oath: (h) giving directives to an inspector or any interested person on any matter arising in the investigation; (i) requiring an inspe.ctor to make an interim or final report to the Court and to the Registrar; w £1etemune whet.bet a reporr or an IIispectOr maae pursuant to paragraph (i) should be published and, where published, ordering the Registrar to publish the report in whole or in part.or to send copies toan y person tbe COUit deSignaies; (k) requiring an inspector to discontinue an investigation; ( l) reqwriog the S(X':iety or a person wbo applied pursuant to section 162 for an order to pay the costs of the investigation. 183. ( 1) An inspector appointed pursuant to section 182 (b) has the powers set out in the order appointing him. Cl) lnaddillon to the powers set out m tbeorderappomung tum, an inspector may furnish to, or exchange infollllabon and otherwise co-operate with, any public official in Antigua and Barbuda or elsewhere who (a) is authorised to exercise investigatory powers; and No. 2 of 1997. The Co-operative Societies Act 1997. 99 (b) is investigating, with respect to the society, an allega tion of Ullpropercond'uct that is the same asot similar LU the conduct de:-uibe<l in sectioo 176 (2). ANTIGUA AND DARDUDA 184. (1) Any interested person may apply to the Court for an Hearing in camera. order t.h.ata bearing conducted by an inspector appointed pursuant w .".iC\;tiun 182bt:hcanl ill camera amt fu1 Wffil.1.ium1 U11 any UlilU.Cr arising in the investigation. (2) A pe!SOll whose conduct is being investigatedorwho is being e~,ru at a l.x:ai.iug UJ1.Jlllll,tctl 1.Jy a., it1.SJ.lt:l-lu1 ajJVUiul.ru pursuant to section 182 has a right to be represented by an attorney at-law. (3) A JJC™)ll whu!iCWIKlocl i:'i bciug invcMigi:llcd U1 whu i~ b;;iug examined at a hearing cooducted by an inspe.ctor appointed pu,suant lo section 182 (b) has a right 1o be -led by an attorney-at-law. 185. (I) No person is excused from attending and giving evidence and producing documents and records to an inspector appointed pu,suant to section 182 (b) by reason only that the evillettre 1t:11!.l:; LU incrimiliaU!bi.111 ursubJtx.:tbim LU any prot.:~ilings "' penalty. (2) No evidence described in subsection (1) may be used or reu;;iva.I agaiu~t auy ~ iu auy pruu:ali.ng itllltitult:d against him, other than a prosecution for perjury in giving evidence. 186. (1) An:y oral or written S\ateme:nt or report made 'oy an inspecror or any oeher person in an investigation uMenaken pursuant to this Part has absolute privilege. (2) Nothing in this Partaff ects the privilege that exists in respect Of WI auomey-at-Iaw a.11(.( ht. Clit!I.IL PARTXID DISPUTES lncrirninatiD!I statements. Absolute priv'1lege •"-"l)t'WD.g sweme:nrs. 187. (1) Wbere any Oispute lhat relaies to lbe busmess or a Settlement of society arises disputes. ANTIGUA AND liARBUlJA 100 The Co-operative Soeieties Act JW7. No.2of1997. (a) among members, former members and person claim ing through members or~ members; (b) between a member, former member or person claim ing tbrougb a member or a deceased member, and the society, ilS board. or any officer of the society; (c) between a member and the society arising out of or under any by-law relating to the disposal of the produce of agricultural or animal husbandry, or under any coo tract made pursuant to this Act; /di bemeen the SQCiety and any adier society; any party to the dispute may refer it to the Registrar for decision. (2) The Registrar may, before proceeding to hear or detennine a dispute, make or cause to be made a preliminary investigation (a) to ascertain the cause, (b) to define the issues, (c) to bring about a voluntary settlement between the parties to the dispute. (3) For tbe purpose of hearing any dispute the Registrar or arbitrator, as the case may be, (a) may administer oaths, and (b) may require (i) the attendance of all parties concerned and witnesses, and (ii) the production of all books, document~ and things relating to the dispu1.e. (4) The Registrar or arbitrator, as the case may be, may order the e11.penses of detenniningany dispute, including fees lO an attomey a.L-law to be paid by the society or the parties to the dispute. No. 2 of 1997. The Co-operative Societies Act 1997. 101 (5) A party aggrieved by a decision of the Registrar or an arbitrator may appeal to the C<><>perative Societies Appeals Tribu nal within 1:1Uch time: and in such manner as rnay be p-cscribcd. (6) Notwithstanding anything in this section, aregisteredsociety may exercise any rights arising by law Wldet any charges, mort gasca. bills of sale or other securities duly cxocuted in accordunce with this Act or any other law without recourse to arbitration. (7) For the purposes of subsectioo (l ), a claim by a society for any debt or &:mand due to it from o. member, former member or the personal representative of a deceased member is a dispute that relat,., to the business of a society within the meaning of subsection (1). 188. (l) There shall be a Co-operative Societies Appeals Tribunal which shall consist of three persons, one of whom shall be an attmley-at-law of at least five years standing. (2) The members of the Tribunal IDall be appointed by the Minister after consultation with the National League or National ColW..i..l for a period of not more than three years, and are eligible for re appoinunent. (3) The Tribunal shall have jurisdiction to bear appeals against a decision of the Registtar or an arbitrator. (4) The members of the Tribunal shall receive such remunem tion as the Minister detennines. 189. (1) Notwithstanding anylhiug conlained in sections 187 and 188 the Registrar or an arbitrator may m the coune of (1r OP making adetennination Ula dispute refer a 4uestioo of law ammg tbcrcfrom to the Court, by way of cruc :;t,itcdfor the opinion of I.hut Coon. (2) A judge may consider and deiennine any question of law so n;forrcd tlnd the, opinion given on .'luch quc$lion :;hull be final and binding. 190, (1) An award by the Rcgi:;traroran arbilratormay, by lc,1vc of the Coull, be enforced in like manner as a judgement or order lo ANTIGUA AND BARBUDA Cooperative Societies Appeals Tribunal I ,LSt' st!t,'d on qurs!lnn ,·,[ Ja,:. EnforCtemenl of ~wMd and rccov~ry of loam. No.2ofl997. The Co-operative Societies Act 1997. 103 "liquidasseis'' means as.selS maintained by a credit union to ensure that it can meet ilS coJlllllitmenls with respect to loans and withdrawa1 of deposits. ANTIGUA AND HAKHUUA ]9l. (1) No credit union shall carry on any business that is Re.str1ctions. conirary to this Act. the regulations or its by-laws. (2) No credit union shall (a) underwrite insurance or the issue of securities by another person; (b) act as agent for any insurance COI1lpany or for any person in the placing of insurance; or ( c) subject to subsection (3), require, directly or indirectly, that a borrower place insW'3D.ce for the society of the credit union in any particular insurance agency. (3) Nothing in paragraph (c) of subsection (2) prevems a credit wiion from requiring insurance for the security of the credit union. (4) No actofacredit union, including the transfer of properly to or by a credit union is contrary 10 this Act or the regulations. (5) Without prejudice to the generdlity of paragraph {a) of sub~tioo (2), a credit union may, with the permission of the Registrar, do all other acts and things as are incidental or conducive to or consequential upon the attainment of its object~. 193. (1) Every credit union shall maintain liquid assets in tl,e r ;quid :;.<;,t\. amount specified in section 119 and in the knn prc!,Cflbe<l, (2) Any credit wiion which fails to maintain the liquid a-,:-.CL<; required by this section may be placed under a receiver pursuant to Pan X by the Registrar. 194.(l) Every credit union shall make an allowance for doubtful Ml"w=. loan 1, in accordance with the requirement, set out in the regulations. 195. (I) Subject W this Act and the regulations, every loan must be approved in accordance wilh the policies established by the directors b:fore any funds are advanced. 1 n~n appnwal. ANTIGUA AND BARBUDA Security fCC" loans. Loan limits. lnterest on loans. 104 Th£ Co-operative Societies Act 1997. No. 2 of 1997. (2) A loan to a director, a credit committee member or an employeeofacreditlJllionoranypersonconnectedwilhoneofthem must be approved in the manner prescribed in the regulations. (3) Any person who knowingly approves or grams a loan in contravention of this Act or the regulations shall he held liable for any losses resulting to the l..Tedit union in connection with that loan. 1%. Su~ect to any restrictions that may be prescribed in the regulations, the l..'redit union may take any ~urity for loans that it considers advisable and in keeping with sound business practices. 197. (1) Loans may be made only to members and to other registered societies. (2) The by-laws shall provide for limits on the amounts of loans to any one member or on any type of Joans. 198. (I) Where a credit union is reporting loans on the balance sheet in its annual financial statements. it shall report the loam; at their net estimate value after deducting the allowance for doubtful loansputsuant to section 193tl). (2) Any advance given by way of overdraft or line of credit is deemed to be a loan for the purposes of the balance sheet and must be reported as a loan. 199. (1) The maximum intervals at which interest on loan must be paid may be prescribed in the regulations. (2) Where a borrower has not paid lhe interest on this loan for a period determined in the regulations. lhe credit univn sha.JJ nv1 include that interest in income. 200. (l) Subject to ~Uon 16, a credit union may, without the authority. aid assistance or intervention of any other person or official, (a) receive deposit from any ixrson, whalever his age, status or condition in life whether or not that person is qualified by the law to enter into ordinary contracts: and No.2ofl997. The Co-operative Societies Act 1997. 105 (b) pay any or all of the depositand any or all of the interest on the deposit to or to the order of that J'lel'SOil unless, t,e[ore paymenl. the money so depostled iS claimed by some other person (i) in any action or proceeding to which the credit uruoo \s a pany aml. in respect of wDu...11 ~l\;e of a writ or other process originating such action or proceeding has been made on the credit union, of (ii) in any oc:ber action Of proceeding pursuant to which an injW1Ction ororder made by the Comt requiring the credit union not to make payment orllle money or w make payment ofiI Lo a peniOn other than the depositor has been served on the credit union: anct m that case tne money so aepositea may r,e patel to me (.Jeposltor w\.\h \he consent m \he c\aimanl or u:, \he daimam with \he consent of the depositor. ~L} ~\1£tM.'j l'le,~u\.~m?.1.~iru.\\:<.mn..mU~n·~'j condition that may be prescribed in lhe regulations. 201. (1) A credit union is not bound to see lo the execution or any trusl. whetller express, implied or constructive, pursuanl to which any deposit or share is subject. (2) Where any depositor share is subject toa trust of which the cre<ltt union haS notice, the receipt or orcter (a) c,{ \he \mi,\tt in w~ nmne the tkp{~i, or i;bare stands, or (b) if the deposit or share stands in the names oflwo or more trustees, all those trustees or any of them who, pursuant to the document tTealing the trust. may be ellbtled to receive Ule aepos1t or Share-, is, notwithstanding any trust to which the depositori;hare is subj eel. a sufficient discharge for the payment of any money payable in resJJ('-Cl ot t.lle cteposlt or shafe, ano UJ.e crecJ1l umon 1s not oouna to see to the application of any money paid on the re(;eipt or order. ANTIGUA AND BARDUDA Credit union an<l ANTIGUA AND BARBUDA Restri-.1ions v,1Jm,uu,:,J111,, Relationship with member.<. By-laws. 106 The Co-operative Societies Act 1997. No. 2 of 1997. (3) Notwilhsranding any neglecc or omission on the pan: of a credit union to enter a orooer description in its bld:s, no executor, achninistrator, guardian, committee or trustee who is entered on the books of the <.,Tedit union as a member, or who is descrihed as representing a named estate, trust or trust beneficiary m such capacity is personally liable to the credit union with respect to lhc share that he represents. (4) The estate or trust beneficiary represented by a person described in subsection (3) continues to be liable to the credit union in the same manner and to the same extent a~ ff the testor, minor, ward, per.;on of unsound mind, beneficial trust or their trust beneficiary were entered on the records of the LTedit union as the holder of the ~es. Consumers' Societies and Housing Societies 202. (l) Subject to subsection (2), no employee of a consumers' society or housing society may be a director of the society. (2) A society may provide in iL~ by-laws that no more thanone third of its directors may be employees. 203. The r(."la.tinnshjp between a housin,g society and its mem bers is not a relationship between a landlord and his tenants. 204. The by-laws of a housing society must. in addition to the matters required to be set (lUt therein by section 10, include the following: (a) the manner in which each member may be ~uired to furnish capilal for the ~e.~ of the society; (h) the manner in whil'h a member may be required to pay for housing charge;; or other reserves; (c) lhe basis for fixing the amount of housing charge~; (d) subject to section 27, the manner ofwithJrawal by a member and the repayrocm of a memher\ intere~t~· in lhe society; and (e) the mies governing an:· lea~es of housing unil5 by member5 to non-membel'S. No. 2 of 1997. nu, Co-operative Societies Act J 997. I 07 205. Where lhe by-laws of a society provide that it isa housing society or that this Part applies to the society. the society may not repeal or amend that provision of the by-laws wilhout the consent of the Registrar. 206. Where a housing society has a share capital lhe society shall not pay any dividend on the share capital'° its members. 207. (1) Where a person's membership in a housing society is tenninated, any right of that person to po&;ess or to occupy residential premises acquired by virtue of rnembership in the society is tenninated. (2) Where a person• s membership in a housing society is tenninate.d and the member does not give up possession of the housing unit he occupies, the housing society may apply to the Court to recover possession or w recover any ;:urean. ofOOl.lsing charges. 208. (I) Where a member (a) has bis memberl'.hip terminated or has vacated or abandoned fue housing unit fonnerly occuriied b'j h.11.n, and (b) has left property in the housing unit, the housing society may apply lo the Magistr-,1,te · s Court l"oi: the, District where the housing unit is situate for an order authori~ing it to remove the property for the housing unit and sell or otherwise dispose of it. (2) The Magi:-;tralc may make anmdcrpur5uant \osl.\lliie(\i.Q\\ \ \ l where he is satisfied lhal the housing ~ociely has made a rca.~nnable effort to locate the fonner member. (3) Where a housing society sell<.; or otherwise disposes of property pursuant toan order made under 5,ubseclion \2), i.t ,hall pa) into the Magistrate's Court, to the credit of the fom1cr member. any remaining proceeds of the disposition after deducting (a) any amount with respect to costs incurred by it relating to the disposition that it would be authoril>ed to 1e.tmn ANTIGUA AND BARBUDA. Amendment of by-law.,. '.'.o mkrcst on .shar<' capital. Ri8ht to possession ier1n1naiea Abandon~d goods. ANTIGUA AND DARBUDA Membermip. By-laws. I 08 The Co-operative Societies Act 1997. No.2of1997. if the property were goods sold pursuant to distress. for housing charges, and (b) any arrears of housing charges and damages that the Magistrate a1lows, (4) Where a fonncr mcmhcr does not claim the remaining proceeds described in subsection (3) within three months after the date the money wa.s paid into the MagistralC's Court, the money shall be paid into the Consolidated Fund. (5) Where a housing society re.moves, selhorotherwise disposes of property pursuant to an order made under subsection (2), the housing society is nol liable in any action taken by the former member with respect to the removal, sale or disposition. Industrial Socledes 209. (1) In an industrial society, 75% of all employees must be members of the society. (2) Subject to subsection (3), no workers' society shall sub contract out more than 50% of its work. (3) 'Nb.ere a workers' society applies to the Rcgistrdf, he may allow the workers' society to sub--contractoulmore than 50% ofiL~ wmk 210. In addition to the matters required to be set oul in the by laws pursuant to se.ction 10, the by-laws of a society must include (u) UJ1.IUil.ivm,o,fodmi.~iv11, CAptihi(mor :->U,'>JXll.\irm ofii., members; (b) aproce<lure for laying off mcmlxrs when lhcre is alack ufwurl\. am.I a pnx.:t!lluit: uf 1t:Utll w wrnk., (c) remuneration of workers involved in the day to day work of the society; and (d) allocation oflxmus among members. No. 2 of 1997. The Co-operative Societies Act 1997. 109 211. No industrial society may be registered where the acqui sition of goods for sale to the public is one of its principal objects siated in its by-laws. 212. When allotting among l.'feditor:s or paying a bonus ha.\Ctl to the members of an industriaJ society the directors may take imo account the labour contribution of each member. 213. Notwithstanding any other provision of this Act, the majority of directors of an induslrial society may be employees of the society. PART XV APEX BODY ANTIGUA AND BARBUDA Restndion on regbtration. Flonu< bas.cd on lahour. Employees ma~· h<' directors. 214. Registered societies may establish an apex body which &tabli.<.hn~n1 may be called the National League or Nationa1 Council and which and CQn.siilution of shall be composed of such member representative of all societies apex ll<ll.ly. which may exist in Antigua and Barbuda .. 215. (1) The National League or NationaJ Council shall co- l'unc(,on.1. ordinate, assist and promote all regi1,,1ered societies and shall pcrfoon such functions as may be determined by its constituent me.mberi. (2) Without prejudice to subsection (1), the National League or National Council shall have responsibility for the administration and management of lhe Development Fund a<; establi<;h by section 120. 216. (1 ) The officers of the National League or National Council officers. shall be elected at the first meeting of that ro:I y anti shall hold office for a period of one year and thereafter the election of such officers shall he in accordance with the by-laws of the National League or National Council. (2) The National League or National Council shall regulate iL-; own procedure. 217. The Regislfar shall, from time to time, consult the Consulcac,on hy National League or National Council with respect to maucrs Reg,.,1rar relating to development of regislered societies. ANTIGUA AND HAKHUUA Corrupt practices and bribery. l·alscly obta1mng pr<lj>en} of society. 110 The Co-operative Socie1ies Act 1997. No. 2 of 1997. PART XVI Offences 218. (I) Where (ai any mcmOCr, agent or employee of a society conuptly accepts, agrees lO accept, obtains orallCmpts to obtain whether for himself or another, any gift or consider ation & an induccml.'nl reward fi)r (i) doing or forbearing to do any a..:t relating to the business of the society. or (ii) for showing favour or disfavour to any person in relation to the business of the :-.ocicty; or (bi any person conuplly gives, agrees to give, or offer~ such gift or consideration to any member. agent or employee of a society as inducement orreward for any purpose mentioned in paragraph ( ai. he is guilty of an offence and is liable (i) in the case ofan offern.:e underparngraph ( aj, on summary conviction to a fine of $5(X)() and to imprisomncnt for two years or both su.,:h fine and imprisoruneut and on indicuncni toimpns onmcm for lhrce years, (ii) in the ca5eofan offence under paragraph (h), on indiclment to imprisonment for five years. (2) In I.his &eel.ion ··consideration" includes valuaMc consider ation of any kind. 219. (I) Any per~on who (a) obtain:-. fHlS~~s,on of any property or is gnuncd any loan hy a society hy fahe representation or other corrupt means, (b) wrongfully withholds or misapplies any such propeny or loan. or No.2ofl997. The Co-operative Societies Act 1997. 111 (c) wilfully applie:-. any pan of the properly or loan to purposes other than those directed or expressed in the by-laws of the society or authorised in lhis Act or the regulations, is gmlty of an offence and i~ liable on summary conviction to a fine of $1,()(X) or to imprisonment for one year and on conviction on indictment to a fine of $10,000 or to imprisonment for five years. (2) In any proceedings under this section the per,;on accused may, in addition to any pena1ty IIllposcd, be ordered (a) to deliver up any propeny or repay any :-.um of money to which the proceedings relate, and (b} pay toe co~ oftne proceedings. 220. (1) A society or any officer or member thereof or any other person ( a) who fails without re~onable cau~e or wilfully neglect~ or refuses to comply with an requirement of this Act or the regulations or to furnish any infonnation, or (b) who purporting to comply with any such n.•4uircmcm, knowingly furnishes false mformalion 1s guilty of an offence. (2) Any person who wilfully or without rea<.onahle cause disobeys any summons, order or direction lawfully issued unJer thi ~ Act or the regulations is guilty of a.11 offence. (3) Any officer or memhcr of a ~ocicly who w1lfully contravenes the by-laws of the society relation to hi~ du1ic., or functions a,., such officer or member is gmlty of an offcn.x. (4) A person guilty of an offcm.:e under this section is liable on summary conviction to a fine not exceeding $5,000 or imp1iso11 ment of six months or 00th and to a furl.her fine ofS50 for each day for which the contravention continues af tcr aeon viction is obtained. 221. (1) Any person who ANTIGUA AND BARBUDA rmlur~ 10 comply with Ac1. I kalmg 111 µmp~rly ,uh1,-,·1 to rhari;,·. ANTIGUA AND BARBUDA 112 The Co-operative Societies Act 1997. No. 2 of 1997. (a) fraudulently or clandestinely removes any property comprised in a char,gc created in favour of a society from the place where such property was situate at the time of the execution of the charge, or (b) knowin,gly disposes of, or deals with or attempts to dispose of or deal with such property without first obtaining in writing leave of lhe society, is ,!aWilly of an offence and is liable on swnmary conviction to a fine of $5000 and lO imprisonment for six months or both. (2) The Court may in addition to any penalty imposed on a person pursuant to subsection (I) require that person to repay such amount of the loan with interest as ha~ not been repaid al lhc date of the conviction; and the payment of that amount shall discharge the liability of the borrower to repay the loan. Offences with 222. ( 1) A person guilty of an offence, who makes or filSiSts in respect 10 report.I. making a report, re tum, notice or otherdocwnent, re4uired in this Acl or the regulations to be senl to the ReJ:?.istrar lO any other per!,on, that (a) contain:-. an untrue statement of a. material fact; or (h) omits to st.ate a material fact required in the report or necessary to make a statement continued in the report not mL<;leading in the light of the drcumstances in which ii wa,;; made. (2) A person guilty of an offence under subsection (I) is liable on summary convict.ion (aj in the ca~c of an individual, to a line of$2000 and lo 1mprisonmcnl for a tenn of one year or hoth. (b) in theca.-;e ofaperson other than an individual, to a fine of$IO,Om. (3) Where the person guilty of an offence under ~ubscction (I) is a body corporate and whetl1er or not the body corporate has been pro~ecut.ed or convicl.Cd, any director or oUker for the body corporate who knowingly authorises, penniLs or ac4uiesces in the No. 2 of 1997. The Co-operative Societies Act 1997. 113 offence is also guihy of an oHcnceand liable on summary coo vic\ioo. lo a fine of $2(X)()and to imprisonment fora term ofone year or both. (4) No person is guilty of an offence under subsection (1) or (3) where the untrue statement or omi~ion (a) was unknown to him, and (b) in the exercise of reasonable diligence, could not have been known to him. 223. Every person who (al WilhoUl reasonable Call~, contmvenes a provision of this Ace or the regulations for which no penalry is otherwise provided, or (b) faib to give any notice, send uny rctum or document that is required for the purpose of this Act, 1s guilty of an offence and is liahle on summary cnnvictioo to a fme of $2000 and LO a further fine of$100 for each day for which the C(mtravention continues after a convicti(m is obtained. 224. { 1) No person doing busine~s in Antigua and Barhuda shall use the words "credit union" or "co·opcrativc·· or rn1y or abbrevia tion or derivation thereof as part of its name, or with respect to its g<x:id.'-, wares, merchandise or services or its melhod of conducting iL<; business, or hold itself out co be registered society unless it is registered under this Act. (2) A person who contravenes this section is guilty uf an offence and liable on summary conviction 10 a fineof$2000and to a further fine- ('lfi H'iO fot s'w:'h rl::iy for u,•hii'h th;, ,.,,,ntr.-1 v, ..r11inn ,:>11ntin1 IP<: ::iftpr a conviction i~ obtained. ANTIGUA AND BARBUDA Contravem,oo of Act. 225. Where a person is convicted of an offence under this Act on:kr to rnmplJ. or the regulations, the ~o\U'l m:i.y, in a.d.di.ti.o" to any p1mi.1;h,nen\ imposed, order the person to comply with the provision of this Ac! or the regulations for the con1n1.ventio11 of which he ha.~ been convicted. 226. The effluxion of time is no bar co prosecution for an I.muca11on. offence under this Act. ANTIGUA AND BARBUDA Preservation of civil remedy. Interpretation. Execution and filing. 114 The Co-operative Societies Act 1997. No.2of1997. 227. No civil remedy for an act or omission under this Act is suspended or affected by rea<;on that the act or omission is an offence under this Act. 2:28. In this Part, PART XVII MISCEI.LANEOUS (a) "duplicate originals., means the two copies of the by laws or statement~ required in section 229; (b) "statement" means a special resolution stating an intem LO dissolve mentioned m section 158. 229. (1) Where this Act requires that by-laws or a statement rcl.a.tiCJg toa society .~hall be .rent to the Registmr, unless otherwise specifically provided, the society shall send three copies of the by laws or statement signed by a director or an officer of the society. (2) Subject to the other provisionl',of this Acl, where the Registrar receives dupliaue originals of any by-laws or statement pursuant to subsection (1) and they are accompanied hy any other required document-; and I.he preSL'ribed fees, the Registrar shall (a) endorse on each of the duplicate originals the word ·'Registered" and the date of the regisCrJ.c.iou; (b) issue in duplicate the appropriale cenificate and attach to each certificate one of the duplicate originaJs of the by-laws or statements; (c) file a copy or lhc certificate and attached by-laws or statement; (d) send LO lhe society the original cerlifo.:ate and attached by-laws or statement; and (e) publish in the Gazelle notice or lhc issue of the certificate. (J J The Rcgiscrar may date a certi ficatc mentioned in suh~ccllun (2) a.~ of the day he receives the by-laws or statement issued pursuant No. 2 of 1997. The Co-operative S(){"ieties Act 1997. 115 to which [he certificate is i~sued or as of any later day spxi fied bylhe person who si.1med I.he hy-laws or statement. ( 4) A signature required on acertifa:ate mentioned in suh-;.ec\km (2) may be printed or olherwisc mechanically produced on the certificate. ANTIGUA AND BARBUDA 230. WhereanoticeordocumemisrequiredbylhisActorthc wa,wr ofn01,ce. regulations to be sent, lhe sending of lhe notice or docullll!\\l may be waived or the time forsendinJ? the notice or docwnent may be waived or abridged at any ttme with the C!msent m writmg of the person entitJed to receive the notice or document. 231. ( l) A <lire4,.,i.or or officer of a ~ieW may \'mlf,ra1tc 01 society. (a) sign a certificate stating any fact set out in, or (b) certify a copy of the whole or any part of, the by-laws, or any other contract to which the society i.\ party or the minutesofameetingofthedirectors,acommitteeofdirectorsorthe members. (2) A certificale m certified copy described in sub~tim, (\)is, admissible in evidence as prima fade proof of the facts contained in the certificate or certified copy without proof of the signature or official characrer of lhe person appearing to have signed the certificate or the certification. 232. Where a notice or document is reQuired to be sent to the n,p,,,, nf Registrar pursuant to this Act, the Registr'M may accept a photo- doc1.m11,•n1s. static or photographic copy of the notice or docwnent. 233. Where the R~istr.rr h, authorised b')r 1.he11trum who 'ia'I.\ /\l~rn.li(in. a notice or document or hi~ representative, the Registntr may alter the notice or document, but he may not allCI' an affidavit orsta1u1ory declaration. 234. \l) Where a certificate contain mg au ercm \,- 't~':-ued \I) , \,iw~tmn,. a society by the Registrar, the directors or members of the society shall, on the rcques1 of the Registrar (a) pass the resolutions and send to him the document required to comply wi.l.h this Al.,,--t; and ANTIGUA AND BARBUDA F.~emptiDn from stamp duty and <"J!h~r m~ l.irnitalion Jur1.sdiction. Proof ot ~ntn,·s m bo,,k.s and olh~r do,,:umrm.1. Regulation.,. 116 The Co-operative Societies Act 1997. No. 2 of 1997. (b) take any other steps that he may require: and the Registrar may demancl the sum;nUcr of the certifa:ate and issue a corrected certificate. (2) A certificate corrected pursuant to subsection (I) must hear the date of the certificate 1t replaces. 235. (I) Every society registered under this Act is exempt from anv StamD duly. taxes and fees with which, under any law for the lime being m force, instruments executed by oron behalfofsuch society or by an olliccr or member and relating to the business of such society, or any dass of such mstnunent.<,, arc respectively chargeable. (2) Notwithstanding anything conlamed in any enactment. every registered society :-.hall be exempt from the payment of income tax, comoration tax and any other tax on the incomes of such societies. 236. Except a,;, is expressly provided in this Act. no civil court shall have any jumdiction in respect of any matter concerned with the diss.t1lution of a society under !his Act. 237. (l) A copy of any entry ina bookorolherdocument that is required to be kept hy tJm Act shall, if certified hy the Registrar he received in anv legal pnx.:ecdin,gs, civil or criminal, as pr,m11 facie evidence of the existence of such enliy and hllall be admitted as evidence oft.he matters, tran:,,actions and acrnunts therein recorded in every ca<,e where, and to the same extent as, 1he original entry 1tsclf is admissibk. (2) No officer of any such sodety shall, in any legal proceedings to which the ~X'!Cly I'- not a pany, OC compelled to produce any of 1h<' ... .-,ri<'1y·~ l'v,,,k~, lh<' <"'r"\r.tl'T11 nf which c:m hi- pnwr-ii undPr subsection (2), or to appeal as a wiu1ess to prove any matters, transactions or accounb therein recorded, unless the Court for special rea,on:-. so directs. 238. For the purpose of carrying out this Act, the Minister may make rcguli1tions (a) defining, enlarging or restricting the me:ming of any word used but not defined in this Act; No.2ofl997. The Co-operative Societies Act 19')7. 117 (b) requiring the payment of and prescribing the amount of ooy fee with respect IO (i) the filing, examination or copying of any docu ment, or (ii) w1y .u..liuu t1m the Rcgisuar LS n:quired or authorised to take pun.uant to this Act; ( c) prescribing the procedure for appeals to the Registrar, ( d) prescribing busllle$ in which societies or any class of societi,esmaynotengage without rhe prior approval of the Registrar; (e) exempting any society or class ,,r societies from any provision ofthls Act; and (f) presuibi:ng auy uilit::r mauer or ming requlrect or authorised to be prescribed by I.his Act. FARTXVID TRANSfOONAL 239. In this Part "the Conner Act" meaus the Co-operative Societies Act. 246. (1) Tbc e~h.Uug llica::ll.ll1> ;mil umcen. shall cuutinllt! lO hold office in accordance with the fonner Act and the by-laws of the Society. (2) Wl~c uew tll.rec[O['S uf a soclecy are IO t>e eiecroo after' the commencemem of lhc Act. such directors shall be elected in accordance with this Act. 241. All MX..it:tie), which {JriortlHhet."OlIIIllf:UCCffiCUlOftlli..s. A.Cl were duly regislered under the fooner Act shall be deemed ro he registered under this A(.1. Z42. (I) Subject ro subseccion (2), tllC C'o-operauve Socieue~ Atl is repealed. ANTIGUA AND BARBUDA lnlt'rpr(tlllion Cap. 103. h1stmj! dm:ctors and officas. Repeal and saYing.1. Cap. 10.'-. ANTIGUA AND BARBUDA Comm:ncement. 118 The Co-operative Societies Act 1997. No. 2of 1997. (2) All rules. regulations and by-Jaws made pursuant to the fonner Act shall continue in force until &uch time as new rules and regulations and by-laws are made. (3} Notwithstanding subsection (1), where a society is being dissolved or liquidated pun;uant to the former Act, that Act continues to apply to tbat society. 243. This Act shall come into operation on a date to beappointed by the Minister. P'd.ssed the House of Represe111a0.,.·t:~ tl1ts 14lh day of January, 1997. Passe<l the Senate this 17th day of February, 1997. B. Haffls, Speaker. S. Walker, Clerk. to the House of Representatives. M.Penlntl, Presidenl. S. Walker, Clerk to the Senate.