Co-operative Societies Act

52. Prohibition of the use of the word "Co-operative" Co-u/11:ratfre Societies [CAP. 42:03, An Act to provide for the regist.,.ation, control and liquid- J.aw 11, ation of co-operative societies, to prescribe certain rights '1962 , 1t1es o f sue h an d l •1a b'l' 1 • • • and t h e1r soc1et1es • mem b ers, an d to IIMC Ord,•r 1 1963 provide for matters incidental thereto 1.'.N. 20, 1965, [ Date of Cummmcement: 9th :ljiril, I 9ti·l J L.N. 84, 1966. PART I. Preliminary

1 — This Act may be cited as the Co-operatiw Societies .\n. Short 1itl6

1. This Act may be cited as the Co-operatiw Societies .\n. Short 1itl6

2 — In this Act unless the con text otherwise requires Inter

2. In this Act unless the con text otherwise requires Inter- pretation "bonus" means a share of the profits of a registered society divided among its members in proportion to the volume of business done with the society by them from which the profits of the society were derived; "by-laws" means the registered by-laws made by a society in the exercise of any power conferred by this Act, and includes a registered amendment of the by-laws; "committee" means the governing body of a registered society to whom the management of its affairs is entrusted; "dividend" means a share of the profits of a registered society divided among its members in proportion to the share capital held by them; "legal representative", in relation to a person who is dead, means the person who in law or in customary law, whichever may bl' applicable, represents the estate of that person; "member" includes a person or registered society joining in the application for the registration of a society, and a person or registered society admitted to membership after registration in accordance with the by-laws; "officer" includes a chairman, secretary, treasurer, member ot' committee, or employ,·,· of the society empowrrr<l under thl' regulations or by-laws to give directions in r,cgard to the business of a registered society; "prescribed" means prcscri bed by regulation; "registered society" means a co-operative society registered in terms of section 7; "Registrar" means the Registrar of Co-operative Societies appointed in terms of section 3 and includes any person when exercising such powers of the Registrar as may have been conferred on him under that section; "regulations" means regulations made in terms of section .1 I. (2) For the purpose of any provision in this Act which provides that an officer of a society which is in default shall be guilty of an 4 CAP. 42:03) Co-operatfre Societies offence, the expression "officer in default" means any officer of the society who knowingly authorizes or permits the default. PART II. Registration .'\ppointment 3. The President, by notice in the Gazette. maY appoint a Regis- of Registrar and Assistant trar of Co-operative Soci<'ties for Botswana and may appoint pl'rsons Registrars to assist such Registrar and confer on any such persons all or any of tht' powers of the Registrar in terms of this Act. :Societies 4. Subject to the provisions of this Act, a society which has as its which may object -- be registered (a) the promotion of the economic interest of its members m accordance with co-opf'rativc principles; or (b) the facilitating of the operations of such a society; rnay be registered in terms of this Act with or without limited liability as the Registrar may decide: Provided that the liability of a society which includes at least one registered society among its members shall be limited. Conditions 5. ( 1) No society other than a society of which a registered of society is a member shall be registered under this Act unless it registration. consists of at least ten persons each of whom is qualified in terms of section 20 for membership in terms of this Act. (2) The word "co-operative" shall form part of the name of every society registered in terms of this Act. (3) The word "limited" shall be the last word in the name of every society with limited liability registered in terms of this Act. ( 4) When for the purposes of this section any question arises as to any qualification of any person for membership of any society, that question shall be decided by the Registrar whose decision shall be final. Application 6, ( I J All applications for registration in terms of this Act shall for registration, be made to the Registrar and shall be signed (a) in the case of a society of which no member is a registered society, by nt least ten persons qualified in accordance with the requirements of section 20; and (b) in the case of a society of which a member is a registered society, by a duly authorized person on behalf of every such registered society, and where all members of the society arc not registered societies by ten other members, or, when there arc less than ten other mem bcrs, by all of them. (2) The application shall be accompanied by a prescribed number of copies of the proposed by-laws of the society, and the person by whom or on whose behalf such application is made shall furnish such information in regard to the society as the Registrar may require. Co-opera! fre Societies [CAP, 42 :03

7 — ( 1) If the Registrar is satisfied- Registration

7. ( 1) If the Registrar is satisfied- Registration (a) that a society has complied with the provisions of this Law and the regulations; (b) that the proposed by-la\\'s of the society are adequate for the proper running of the society and are not contrary to this Act and the regulations: (c) that a society is bona fide; (d) that there is reasonable expectation of benefit to the members of the society; and (e) that the name of the society is not identical with that of a registered society, or does not so nearly resemble any such name as to be calculated to confuse or deceive; he may, if he thinks fit, and on payment by the soc.ir:ty of the prescribed fee, register the society and its by-laws and issue a certificate of registration. (2) If the Registrar refuses to register a society an appeal shall He to the Minister whose decision shall be final. (3) Notice of appeal shall be given within one month from the date of such refusal. 8, The registration of a society shall render it a body corporate by Societies to bC' bodies the name under which it is registered with perpetual succession and t·orporaw with power to hold property, to enter into contracts, to institute and defend suits and other legal proceedings and to do all things necessary for the purpose of its constitution.

9 — A certificate of registration signed by the Registrar shall be Evidcnc<' or

9. A certificate of registration signed by the Registrar shall be Evidcnc<' or conclusi\'c evidence that the society therein mentioned is duly rC'gi,lration registered, unless it is proved that the registration of the society has been cancelled. PART III. Duties and Privileges of Societies

10 — ( l) Subject to the provisions of this Act and the regulations,• Amendment

10. ( l) Subject to the provisions of this Act and the regulations,• Amendment any rPgisterf'd society may add to or amend its by-laws including any ~~t~,s of;, by-law which declares the name of the society. regi,1md SQCl!'I\' (2) No amendment of the by-laws of a registered society shall be valid until that amendml'nt has been registered in term~ of this Act for which purpose a prescribed number of copies of the amendment shall be forwarded to the Registrar. (3) If the Registrar is satisfied that any such amendment of the by-laws of a registered society is not contrary to this Law and the regulations and that the effect of the amendment is such that the requirements of section 7 (l) (b), (c), (d) and (e) have been met he shall register the amendment. 6 CAP. 42:03) Co-o/N'rolirf Sorieties (4) If the Registrar refuses to register any amendment an appeal shall lie to the Minister whose decision shall be final. (5) Notice of appeal shall be given within one month of the date of such refusal. (6) An amendment which changes the name of a society shall not affect any right or obligation of the society or of any of its members or past members and any legal proceedings pending may be continued by or against the society under its new name. (7) When the Registrar registers an amendment of the by-laws of a registered society he shall issue to the society a certified copy of the amendment which shall be condusiw evicknct of the fact that the amendment has been duly registered. Address of 11. ( l) Every registcrrd society shall have an address registered sodely in lhc prcsnibcd manner to which all notices and communications may be sent and shall srnd to tlH' Regi~trnr notice of t'\TI y change of' that address. (2) If a society fails to comply with the provisions of subsection ( l) any officer in default shall be guilty of an offencc and liabk on conviction to a fine of R20 and in the case of a conlinuing offence to a further fine of R4 for each day during which the offence continues. Copy of law, 12. (I) Every registered society shall keep a copy of this Act regulations, and of' the regulations and of its by-laws and a list of its members by-laws etc. to be open open to inspection by the public free of charge at all reasonable times to inspection at the registered address of the socict y. (2) If a society fails to comply with the provisions of subsection ( l) any officer in default sh~ll be guilty of an offence and liable on conviction to a fine ofR20 and in lhe case ofa continuing offence to a further fine of R4 for each day during which the offence continues. Disposal of 13. ( 1) A registered ~ociety which has as one of its objects ~he produce to or through disposal of any article p,nduccd or obtai11ed by the work or industry a registered society of its members whcthe;- the pi oduce or ag1 iculturc, animal hus- bandry, forcstl y, fishnies, handina(h or otherwise, may provide in its by-laws or may otherwise contract with its members (a) that every such member \1ho produces or obtains any such article shall dispose of the whole or any specified amount, proportion or description thereof' to or through the society; and (b) that any member who is pro\·cd or adjudged in such manner as may be prescribed to hr guilty of a breach of the by-law or contract shall pay to the society as liquidated damages a sum ascertained or assessed in such manner as may be prescribed. Co-opera/ ht' Societ irs [CAP. 42:03 (2) >Jo contract cnt(•red into under the provisions of this section shall br contested in any court on the ground only that it constitutes a contract in restraint of trade. 14 . .\ rl'gistcrl'd ~ociety shall ha,·e a charge upon the share in the Chari:;,· and caJ)ital of tlw sncict\'( and on the dcJ)Osits therein of a member or past sct•nll' re1-,p('ct in. ot mcmlxr or dt·ccasccl nwmbn and 1.1pon any dividend, bonus or shar,·• profits payabk b) the society to a member or past member or to the estate of a dcn·ascd mcmbtT in respect of any debt due to the society l'rom such mcmbcr or past member or estate and may set off any sum credited or payable to a member or past member or estate of a deceased member in or towards payment of any such debt. 15, Subject to the pro,·isions of section 14, the share of a member Shan·, 1101 liable 10 in the capital of a registered socict'-·/ shall not be liable to attachment attachment or sale under decree or order of a court in respect of any debt or or sal<' liauilily im:urrcd by such member, and neither his truster or assign('c in insolvency nor a curator bonis duly appointed shall be entitled to, or have any claim on, such share or interest. 16. :'-Io ci\'il summons shall be issued out of any court against any :\oticc of int,·ntion l<> rcgistncd society unless the party suing out the summons has given sue ~ncicty written notice to the Registrar of his intention to do so.

17 — ( 1) On the death of a member a registered society may Tramfer ot

17. ( 1) On the death of a member a registered society may Tramfer ot interest on cithe1 death of (a) transfer the membership and share in the capital of the mrmbrr society of the deceased member to the person nominated in accordance with the regulations; or (b) pay to such nominee, or if there is no person so nominated, to the legal representative of such deceased member, a sum representing the value of such member's share in the capital of the society ascertained in accordance with the regulations or the by-laws of the society: Provided that-- (i) in the case of a society without limited liability such nominee or legal representative, as the case may be, may require payment by the society of the value of the share in the capital of the society of the deceased member ascertained as aforesaid; and (ii) in the case of a society with limited liability the society may transfer the membership and share in the capital of the society of the deceased member to such nominee being qualified in accordance with the regulations and the by-laws of the society for membnship of the society, or on his application 1Vi1hin six months of the death of' the deceased membn to any person specified in the application who is so qualified. 8 CAP. 42:031 Co-o/1eratfre Societies (2) A registered society sh;dl pay all other moneys due to thl' deceased member from the society to the lqi;al representative. (3) All transfers and payments made by a registered society in accordance with the provisions or this section shall lJt' ,·,!lid anti effectual against any demand made upon the society by any other person. Register of 18. Any register or list or members kept by any rcgistrrcd society member~ shall be prima facie n·idencr of any of the following particulars entered therein (a) the date at which the name of any person was rntcrcd in such register or list as a member; (b) the date at which any such person rcased to br a member. Proof of 19. ( l) A copy of any cntl y in a book of a registered society entries in regularly kept in the course of lrnsincss shall, if certified in the books of society prescribed manner, be !TCei\Tc.l in :u·,: lq.::;al proceeding, ci,·il or criminal, as prima facfr evidence of the cxislcnce of such entry and shall be admitted as vviclcncc cf the matters, ti a1;~actions and accounts therein reco1 dcd in every case "here and to the same extent as the original entry itself is admissible. (2) No officer of any such society shall in any legal prncecdings to which the society is not a party be compelled to produce any of the society's books, the contents of' which can be proved in terms of subsection (I), or to appear as a witness to prove any matters, transactions or accounts therein recorded, unless the court for special reasons so directs. PART IV. Rights and lia6ilitie.1 of Members Qualification 20. In order to be qualified for mcmbnship of a co-opcratiw for society a person, other than a registered society, must membership (a) have attained the age of eighteen yea1s; and (b) be resident within or in occupation of land within the society's area of operation as described by the by-laws of the society. Member~ 21, No member of a registered_ society shall exercise the rights of a not to member unless or until he has made such payment to the society in exercise rights until respect of membership or acquired such share in the capital of the due payment society as may be prescribed or set out in the by-laws of the society. made Restriction 22. Except with the sanction of the Registrar, no person shall be a of member of more than one rcgisteted society which has as onc of its membership in society objects the granting of loans to its members. Votes of 23. No member of any registered society shall have more than one memueni vote in the conduct of the affairs of the society: Co-0/mat/1 e Societies [CAP. 42:03 9 Provided that in the case or an equality of ,·otes the chairman shall have a casting vot(' in add I tion to his original vote: Further provided that in the case of societies of which a registered society is a member that registered society may han· such voting powers as are prescribed.

24 — A registered society \\'hich is a member of any other registered ~epH's,•1,1a

24. A registered society \\'hich is a member of any other registered ~epH's,•1,1a- societv1 mav, appoint an)' one nf its members as its proxv, for the t1on proxvhy purpose of voting in the conduct ol'thc nffairs of such other registered · society.

25 — The minority of any person duly admitted as a member of any Con1rar1s

25. The minority of any person duly admitted as a member of any Con1rar1s registered socictv shall not dchM that 11erson from executing any wi th ,ociety ' of members instrument or giYing ,my .1cq1tittam:c ;icccssaiy to bC' <'XlTlltl'd or "lw ·'"' given under this Act or the rl'gulations, and shall not bt: ,1 ground min,,i~ for invalidating or avoiding any coutracl enterl'd mto uy any such person with the society and any such contract entered into by any such person with ·.he society whether as principal or as surety shall be enforceable at Act against such person notwithstanding his minority.

26 — No member other than a registered society shall hold more Size uf

26. No member other than a registered society shall hold more Size uf than one-fifth of the share capital of any co-operative society. holding

27 — ( 1) The transfer of the shai'e of' a member, past member or Restriction,

27. ( 1) The transfer of the shai'e of' a member, past member or Restriction, deceased member in the capital of a registered society shall be on transfer of share subject to such conditions as to maximum holding as may be prescribed. (2) In the case of a society registered without limited liability a member shall not transfer any sh arr held by him in the capital of the society or any part thereof' unkss --- (a) he has held such share not less than one year; and (b) the transfer is made to the society or to a member of the society or to a person whose application for membership has been accepted by the society.

28 — ( 1) The liability of a past member for the debts of a registered Liability ot

28. ( 1) The liability of a past member for the debts of a registered Liability ot past memhcr society as they existed on the date on which he ceased to be a and estate of member shall not continue for a period of more than two years deceased member for reckoned from that date. debts of (2) The estate of a deceased member shall not be liable for the society debts of the society as they existed on the date of his decease for a period of more than one year reckoned from the date of his decC'asc. PART V. Propau· and Funds of Registered Societies 29, ( 1) A registered society shall not except as provided m Luans made section 32 make any loan to any person other than a member: ~/g~tcrcd Provided that with the consent of the Registrar, a registered society society may make loans to another registered society. IO CAP. 42:03] Co•operali, t' Societies (2) Except with the permission of the Registrar a registered society shall not lend money on the security of any movable property other than produce or goods in which the society is authorized to deal. (3) The J\fo1ister may Ii,· grnnal or special notice in tlH' Gazette prohibit or restrict the lending of money on mortgage of any description of immovable property by any registered society. Deposits and 30. A registered society shall receive deposits and loans from loans persons who are not members, only to such extent and undrr such conditions as may be prescribed or set out in the by-laws of the society. Kestrictions 31. Save as provided in sections 29 and 30 the transactions of a on registered society with persons other than members shall br subject transactions with non• to such prohibitions and restrictions as may be prescribed. members Investment 32. A registered society may invest or deposit its funds of funds (a) in the Post Office Savings Bank of Botswana, or with any Bank approved for this purpose by the Registrar; or (h) with any other registered society approved for this purpose by the Registrar; or (c) in any security issued or guaranteed by the Government of any country approved from time to time for this purpose by the Minister; or (d) in any other mode approved by the Minister. Dilpoaal of 33. (I) At least one-fourth of the net profits of'every rcgistt•rcd profit& society as ascertained by the audit carried out in terms of section 34 shall be carried to a fund to be called the reserve fund which shall be employed in the manner pre.scribed. The remainder of such profits and any profits of past years available for distribution may be divided among the members by way of dividend or bonus or allocaLed to any fund cumtituted by the society to s11ch extent or on such conditions as may be prescribed or set out in the by•laws of the society: Provided that (a) the Registrar shall have power in the case of any society of limited liability to grant from time to rime exemption from contribution to the reserve fund or to reduce the rate thereof, and shall also have power to revoke such exemption or reduction; (b) no society shall pay a dividend or bonus or distribute any part of its accumulated funds before the balance sheet has been certified by the Registrar and the amount of the div1df'nd, bonus or distribution as the case may be, has been approved by the Registrar; Co-upaalil'e Sucietil's [CAP. 43:02 11 (c) no society shall pay a dividend to its members exceeding the maximum rate prescribed, which rate shall not in any case exceed ten per centum ,'Jer annum; and (d) no society without limited liability which advances money or goods to any member in excess of money or goods deposited by him, shall pay a dividend before ten years from the date of its registration without the special sanction of the Registrar. (2) Any registered society may with the sanction of the Registrar, after one-fourth of the net profits in any year has been carried to a rrscr\'e fund, contribute an amount CXC\'rding ten /10 ct'11l11111 ot' tht· remaining net profits to any charitable purpose or to a common good fund. PART VI. Audit, Inspection and Inquiry

34 — ( l) The Registrar shall audit or cause to be audited by some Andit

34. ( l) The Registrar shall audit or cause to be audited by some Andit person authorized by him by general or special order in writing, the accounts of every registered society at least once in every year. (2) The audit under subsection ( l) shall include an examination of overdue debts, if any, and a valuation of the assets and liabilities of the registered society. (3) The Registrar and every other person appointed to audit the accounts of a society shall have the power when necessary- (a) to summon at the time of his audit any officer, agent, servant or member of the society whom he has reason to believe can give material information in regard to any transaction of the society or the management of its affairs; or (h) to require the production of any book, or document relating to the affairs of or any cash or securities belonging to thr society by the oflicn, agent, serv;1nt or membn in possessiull of such book, document, cash or securities.

35 — The Registrar or any person authorized by geueral or spel i.il Pow~r of

35. The Registrar or any person authorized by geueral or spel i.il Pow~r of order in writing by the Registrar shall at all times have access to all ;;e~:;,~r 1 the books, accounts, papers and securities of a registered society and socieuc~· shall be entitled to inspect the cash in hand, and every officer of the hooks society shall furnish such information in regard to the transactions and working of the society as the person making such inspection may require,

36 — ( l) The Registrar may of his own motion and shall on the !nquirr and

36. ( l) The Registrar may of his own motion and shall on the !nquirr and application of a majority of the committee, or of not less than one mspcctwn third of the members of a registered society hold an inquiry or direct some person authorized by him in writing in this behalf to hold an inquiry into the constitution, working and financial condition of any registered society and all offkers and members of the society shall furnish such information in regard to the affairs of the society and 12 CAP. 42:03] Co-o/Jeratfre Societies produce the cash in hand and such books, accounts, papers and sccuri ties of the society as tli e Registrar or the person au thorizcd Ii, him may require. (2) The Registrar shall on the application of a creditor of the registered society inspect or direct some person authorized by him in writing in this behalf to inspect the books of the society if the applicant- (a) proves that a liquidated sum of money is then due to him and that he has demanded payment thereof and has not received satisfaction within a reasonable time; and (b) deposits with the Registrar such sum as security for the costs of the proposed inspection as the Registrar may require. (3) The Registrar shall communicate the results of any such inspection to the creditor and to the society into whose affairs inquiry has been made. (4) Where an inquiry is held in terms of subsection (1) or an inspection is made in terms of subsection (2), the Registrar may apportion the costs or such part of the costs as he may think right between the registered society, the members demanding an inquiry, the officers of former officers of the society and the creditor on whose application the inquiry or inspection was made. (5) Any sum awarded by way of costs against any socicty or person under this section may be recovered on application to a subordinate court having jurisdiction in the place where the regis• tered address of the society is situated or the person resides or carries on business for the time being in like manner as a fine imposed· by the court. Penal\11·s f(,r 37. Any registered society or an officer, agent, ser\'ant or mem hn faili11.12. to thereof who wilfully neglects or refuses to furnish any inform at iun ru,11i,h in!iJr111~ttion required for the purposes of this Act by the Registrar or othn persons duly authorized bv him in this behalf or any person \\'ho wilfully or without any reasonable excuse disobeys any summons. requisition or lawful written order issued under the provisions of this Part or fails to furnish any information lawfully required from him by a person authorized to do so under the provisions of this Part, shall be guilty of an offence and li~ble on conviction to a fine of R400 or, in default of payment thereof, to imprisonment for one year, and to such imprisonment. PART VII. Liquidation LiquidatiQv 38, (I) If the Registrar after holding an inquiry or making an inspection in terms of section 36 or on receipt of an application made by three-fourths of the members of a registered society is of Co-operatil'e So1ietie.1 [CAP. 42:03 13 opinion that the society ought to be dissolved, he may make an order for the liquidation of the society. (2) Any member of a registered society may within six weeks from the date of an order under subsection (I) appeal from such order to the Minister, whose decision shall be final. (3) Where no appeal b presented within six weeks from thC' making of an order for the liquidation of a society, the order shall take effect on the expiry of that period. Where an appeal is pre- sented within six weeks, the order shall not take effect until it i~ confirmed. (4) No registered society shall be liquidated save by order of thr Registrar in terms of this Part.

39 — The Registrar may, in writing, order th<; liquidation ()f .111\ Liquidation

39. The Registrar may, in writing, order th<; liquidation ()f .111\ Liquidation registered society other than a society which includes among its ~r to lMk members one or more registen·d societies if at any time it is pro\-ecl mrmlimltip to his satisfaction that the number of the memberi: has been reduced to less than ten. Every such order shall take effect from the date thereof. 4-0. Where an order for the liquidation of a registered society is Appointment of liquidator made in terms of section 38 or section 39 the Registrar may either before or after the said order takes effect also make an order appoint- ing one or more persons to be, subject to his direction and control, liquidator or liquidators of the society. The movable and immovable property, rights and liabilities of the registered society shall vest in the liquidator or liquidators appointed under this section with effect from the date of such appointment: Provided that, if any appeal made in terms of section 38 (2) is upheld and the order for the liquidation of the society is set aside, then the appointment o'i any liquidator or liquidators shall cease forthwith and the property, r?ghts and liabilities of' the rrgistered society shall forthwith vest in the registered society, but without pr('.judice to the validit·y of any acts lawfully performed by any such liquidator or liquiclators in terms of this Law,

41 — (1) A liquidatcr appointed in tcnns of section 40 shall, subject Liquidator's

41. (1) A liquidatcr appointed in tcnns of section 40 shall, subject Liquidator's to the guidance and control and revision of the Registrar and to any powers limitations imposed JY the Registrar by order made in terms of section 42 have power to (a) take possessio 1 of the books, documents and assets of the society; (b) appoint a day by notice in thr G,1zette bdon: which creditors whose claims arc not already recorded in the books of the society shall state their claims for admission or be excluded from any distribution made before they have proved them; 14 CAP. 42:03] Co-ojJeratfre Societies (c) call such general meetings of members as may be necessary for the proper conduct of the liquidation; (d) carry ~n the business of the society so far as may be necessary for winding it up beneficially: Provided that nothing herein contained shall entitle the liquidator of a society to issue any loan; (e) give such directions in regard to the collection and distribu- tion of assets as may be necessary in the course of winding up the ~ociety; (J) sell the property of the society; (g) decide in accordance with the law relating to insolvency and subject to the provisions of section 4 7 any question of priority which arises between creditors; (h) refer disputes to arbitration and institute and defend suits and other legal proceedings on behalf of the society by his name or office; (i) compromise any claim by or against the society provided the sanction of the Registrar has first been obtained; (j) determine from time to time the contribution to be made by members and past members or by the estate of deceased members of the society to its assets; (k) decide by what persons and in what proportions the costs of liquidation are to be borne; and (l) arrange for the distribution of the assets of the society in a convenient manner when a scheme of distribution has been approved by the Registrar. (2) Subject to such regu1atibns as may be made in this behalf, any iiquidawr appointed under this Act shall \n so far as such powers arc necessary for carrying out the purpose of 1·.his section, have power to summon and enforce the attendance of i7arties and witnesses, to examine witnesses on oath and to compel the production of docu- ments by the same means and (so far as may be) in the manner as is provided in the case of a subordinate court. Power of 42, A liquidator shall exercise his powers subject to the control Registrar to flnd revision of the Registrar who may control liquidation (a) rescind or vary any order made by a. liquidator and make whatever new order is required; (b) remove a liquidator from office; (c) call for all books, documents and assets of the society; (d) by order in writing limit the powers of a liquidator under section 41; (e) require accounts to be rendered to him by the liquidator; (f) procure the auditing of the liquidator's accounts and author- ize the distribution of the assets of the societyj Co-0JJ1'ratfre Societies [CAP. 42:03 15 (g) make an order for the remuneration of the liquidator; and (h) refer any subject of dispute between the liquidator and any third party to arbitration if that party shall have consented in writing to be bound by the decision of the arbitrator. 43, An appeal to a subordinate court of the first class, having ApJ?cal jurisdiction over the area in which the registered address of the agdam 51 • Mm society is situated, from any order made by a liquidator under the provisions of section 41 or by the Registrar under the provisions of section 42 (a) may be made in the prescribed manner.

44 — Orders made in terms of sections 41, 42 or 43 may be enforced Enforcement

44. Orders made in terms of sections 41, 42 or 43 may be enforced Enforcement as follows- of order! (a) when made by a liquidator or the Registrar, by any court having jurisdiction in the same manner as a judgment of such court; (b) when made by a subordinate court of the first class, on appeal, in the same manner as a judgment of such court. 45, ( l) Where in the course of the winding up of a registered Power of 1 10 society . it appears that any person who has taken part in the organi• niur surr 11arge 7.a(1on or management of such society or any past or present officer oili~ers of a of the society has misapplied or retained or become liable or account· :~~~~.red able for any money or property of such society, or has been guilty of any misconduct or breach of trust in relation to such society, any court of competent jurisdiction may on the application of the liqui- dator or of any creditor or contributory examine into the conduct of such person and make an order requiring him to repay or restore the money or property or any part thereof with interest at such rate as the court thinks just or to contribute such sum to tht estate of such society by way of compensation in regard to the misapplication, retention, misconduct or breach of trust as the court thinks just. (2) This section shall apply notwithstanding that the offence is one for which the offender may be criminally responsible.

46 — Sa\'t: in so far as is exprl'ssly pro\'idcd in this Act, no civil Limitation

46. Sa\'t: in so far as is exprl'ssly pro\'idcd in this Act, no civil Limitation court shall have any jurisdiction in respect of any matter concerned fiJ~iction with the dissolution of a registered society. of a civil 1,,11:1

47 — ( 1) On the liquidation of a society the funds including the <;Ios_,ll'c .of

47. ( 1) On the liquidation of a society the funds including the <;Ios_,ll'c .of reserve fund shall be applied first to the costs ofliquidation, then to Iiqmdation the discharge of the liabilities of the society, then to the payment of the share capital and then, provided the by-laws of the society pnmit. to the payment of a dividend at a rate not exceeding ten per centum per annum for any period for which no disposal of profits was made, (2) When the liquidation of a society has been closed and any creditor of that society has not claimed or received what is due to him under the scheme of distribution, notice of the closing and the 16 CAP. 42:03] Co-operalii'e Societit.) liquidation shall be published in the Gazette and all claims against the funds of the society liq uic!ated shall be prescribed when two years have elapsed from the date of the publication of the Gazette notice. (3) Any surplus remaining after the application of the funds to the purp~es specified in terms of subsection ( l) and the payment of any claims for which an action is instituted in terms of subsection (2) shall not be divided among the members but shall be devoted to any object or objects described in the by-Iaws of the sbdety whose registration has been cancelled, and where no object is so described, shall be available for use by the Registrar for any co-operative purpose rtt his discretion. Cancellation 48. When the affairs of a society have been completely wound up of registra• in terms of this Part and the period referred to in section 47 (2) has tion elapsed, the Registrar shall cancel the registration of the society and publish notice thereof in the Gazette. PART VIII. Disputes Settlement 49. ( l) If any internal dispute touching the business of a regis- of disputes tcred society arises- (a) among members, past members and persons claiming through members, past members, and deceased members; or (b) between a member, past member or person claiming through a member, past member or deceased member and the society, its commitlee or any officer of the society; or (c) between the society or its committee and any officer of the society; or (d) between the society and any other registered society; such dispute shall be referred to thr Registrar for decision. A claim by a registered society for any debt or demand due to it from a member, past member or the nominee or legal representative of a deceased member, shall be deemed to be an internal dispute touching the business of the society within the meaning of this subsection. (2) The Registrar may on receipt of a reference in terms of sub- section /I)- (a) Jccide the Jispute himself; (b) refer it for disposal to such person as he may appoint for the purpose; or (c) refer it to arbitration, whereupon the reference shall be deemed to be a submission within the meaning of the law relating to arbitration. (3) Any party aggrieved by an award made by a person appointed in terms of subsection (2) (b) may appeal thrrefrom to the Registrar within s!lch pt:'riod and in such manner as may be prescribed. Co-opm1tfre Socifties [CAP. 42:03 IJ (+) A decision of the Registrar unuer subsection (2) or on appeal under subsection (3) shall be final and shall not be called in question in any civil court and shall be enforced by any court having juris- diction in the same manner as an award on arbitration. (5) An award made by a person appointed in terms of subsection (2) (b) shall, if no appeal is preferred to the Registrar under sub-. section (3), or if any such appeal is abandoned or withdrawn, be final and shall not be called in question in any civil court and shall be enforced by any court having jurisdiction in the same manner as an award on arbitration.

50 — ( l) Notwithstanding anything contained in section 49, the Case5 stated

50. ( l) Notwithstanding anything contained in section 49, the Case5 stated question Registrar, at any time after a dispute has been referred to him in on of law terms of the said section, or the Minister at any time when an appeal has been preferred to him against any decision of the Registrar under this Law, may reserve any question oflaw arising out of such dispute or decision, as the case may be, for the opinion of the High Court. (2) Any judge or judges of the High Court as the Chief Justice may direct, may consider and determine any reserved question of Law referred to the High Court in terms of subsection : I I and the opinion given on such question shall be final. PART IX. Miscellaneous

51 — (I) The President ma\·. by notice in the Gazettl', makrsuch Regulations

51. (I) The President ma\·. by notice in the Gazettl', makrsuch Regulations. regulations as may be necessat y for the purpose of carrying out or giving effect to the principles and provisions of this Lr,w. (2) In particular and without prejudice to the generality of the power conferred by subsection ( 1) such regulations may- (a) prescribe the forms to be used and the conditions to be complied with in applying for the registration of a society and the procedure i11 the matter of such applications: (b) prescribe the conditions to be complied with by persons applying for admission or admitted as members, and provide for the election and admi~~ion of members from time to time, and the payment to be made and interest to be acquired before exercising rights of membership; (c) subject to the provisions of section 26, prescribe the maximum number of shares or portion of the capital of a registered society which may be held by a member; (d) prescribe the extent to which a registered society may limit the number of its members; (e) provide for the withdrawal and expulsion of members and for the payments to be made to members who withdraw or are expelled and for the liabilities of past members; 18 CAP. 42:03] Co-operatfre Societies (f) provide for general meetings of the members and for tbt' procedure at such meetings and the powers to be cxC'rciscd by such meetings; (g) provide for the appointment, suspension and 1-cmo\'al of Ih(' members of the' committee and other officns and for tln· procedure at meetiugs of the committee and for the pcl\l'n, to be exercised and the duties to be performed by the com- mittee and other officers; (h) prescribe the mattC'rs in respect of which a society may or shall make by-la \\'S and for the procedure to be followed in making, al\ering and rescinding by-laws and tne con- ditions to be specified prior to such making, alteration or rescission; (i) regulate the manner in which funds may be raised by means of shares, debentures or otherwise; (j) prescribe the payments to be made, the conditions to b(' complied with and the forms of the bonds, instruments or other documents to be executed by members applying for loans or cash credits, the period for which loans may be made or credits granted and the maximum amount which may be lent and the maximum credit \vhich may be allowed to individual members with or without the consent of the Registrar; (k) provide for the mode in which the value of a deceased member's interest shall be ascertained and for the nomination of a person to whom such interest may be paid or transferred; (l) provide for the mode in which the value of the interest or a member who has become of unsound mind and incapablr of managing himself or his affairs shall be ascertained and for the nomination of any person to whom such interest may be paid or transferred; (m) provide for the formation and maintenance of reserve funds and th'e objects to which such funds may be applied and for the investment ofany funds under thf' control of any registered soci~ty; (n) prescribe the conditions under which profits may be distri- buted to the members of a society without limit<'d liability and the maximum rate of dividend which may be paid by societies; (o) prescribe the accounts and books to be kept by a registered society and for periodical publication of a balance sheet showing the assets and liabilities of a registered society; (p) provide for the audit of the accounts of registered societies and for the charges, if any, to be made for such audit, provide for the levy of contributions from all or any registered Co-0/1,·rat fre Sociel fr.1 [CAP. 42:03 societies to a fund to be use\..l for audit and supervision of existing societies and co-operative propaganda and provide for the administration of such a fund; (q) prescribe the returns to be submitted by registered societies to the Registrar and the persons by whom and the form in which the same are to be made; (r) provide for the persons by whom and the form in which copies of entries in books of registered societies may b, certified; (s) provide for the formation and maintenance of a register of members and where the liabilities of members is limited by shares of a register of shares; (t) provide for the inspection of documents and registers at thr Registrar's oilice and the foes to be paid therefor and for tht' issue of copies of such documents or registers; (u) prescribe the manner· in which any question as to the breach of any by-law or contract relating to the disposal of produce to or through a society may be determined and the manner in which the liquidated damages for such breach may be ascer• tained or assessed; (v) prescribe the procedure to be followed by a liquidator appointed in terms of section 40 and the cases in which appeals shall lie from the ordns of such liquidator; (w) prescribe the forms to be used and fees to be pa1d, the pro- cedure to be observed and all other matters connected with or incidental to the presentation herein and disposal of appeals under this Act or the regulations.

52 — ( 1) No person other than a registered society shall trade Prohibition

52. ( 1) No person other than a registered society shall trade Prohibition , h d of the use of or carry on business under any name or title of w h1ch t c wor the word "co-operative" or any Tswana equivalent is part, without the appro- , ,,. val of the Minister: operative" Provided that nothing in this subsection shall apply to the use by any person or his successor in interest of any name or titk unde1 which he traded or carried on business at 9th April, 1964. (2) Any person who contra\'encs the provisions of this section shall be guilty ofan offence and liable on conviction to a fine o(R.'20. and in the case of a continuing offence to a f unhcr fine of R ·J. for each day during which the offence continues.

Co-operative Societies Act

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