Co-operative Societies Act

1. Short title.

2. Interpretation. PART II Registration, etc., of Co-operative Societies

3. Appointment of Registrar and Assistant Registrars.

4. Societies which may be registered.

5. Conditions of registration.

6. Application for registration.

7. Registration.

8. Societies to be bodies corporate.

9. Evidence of registration. PART III Duties and Privileges, etc., of Co-operative Societies

10. Amendment of the by-laws of a registered society.

11. Address of society.

12. Copy of Act, rules, by-laws, etc., to be open to inspection.

13. Disposal of produce to or through a registered society.

14. Creation of charge in favour of registered societies.

15. Charge and set off in respect of shares or interest of members.

16. Shares or interest not liable to attachment or sale. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 4 [CAP. 313 Co-Operative Societies

17. Transfer of interest on death of member.

18. Deposits by or on behalf of infants.

19. Register of members.

20. Proof of entries in books of society. PART IV Rights and Liabilities, etc., of Members of Co-Operative Societies

21. Qualification for membership.

22. Members not to exercise rights until due payment made.

23. Restriction of membership in society.

24. Votes of members.

25. Representation by proxy.

26. Contracts with society of members who are infants.

27. No individual to hold more than one-fifth of share capital of any society.

28. Restrictions on transfer of share or interest.

29. Liability of past member and estate of deceased member for debts of society. PART V Property, Funds, Audit, etc., of Registered Co-operative Societies

30. Loans made by a registered society.

31. Deposits and loans received by a registered society.

32. Restrictions on other transactions with non-members.

33. Investment of funds.

34. Disposal of profits.

35. Audit.

36. Power of Registrar to inspect societies’ books, etc.

37. Inquiry and inspection. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313 5 PART VI Settlement of Dispute, Dissolution, Surcharge, Attachment, etc., of Co-operative Societies

38. Dissolution.

39. Cancellation of registration of a society due to lack of membership.

40. Effect of cancellation of registration.

41. Liquidation after cancellation of registration of society.

42. Liquidator’s powers.

43. Power of Registrar to control liquidation.

44. Enforcement of order.

45. Closure of liquidation.

46. Power of Registrar to surcharge officers, etc., of a registered society.

47. Appeals.

48. Settlement of disputes.

49. Case stated on question of law.

50. Rules. PART VII Miscellaneous

51. Disposal of fees.

52. Recovery of sums due to Government.

53. Powers to exempt any society from requirements as to registration.

54. Power to exempt societies from provisions of Act.

55. Power to exempt from stamp duty and registration fees.

56. Prohibition of the use of the word “Co-operative”.

57. Penalty for non-compliance with Act.

58. Appeal Board. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 6 [CAP. 313 Co-Operative Societies CHAPTER 313 CO-OPERATIVE SOCIETIES Ch. 101, [1st June, 1948] R.L., 1958. CAP. 246, R.E. 1980-1990. 40 of 1963. PART I Preliminary Short title. 1. This Act may be cited as the Co-operative Societies Act. Interpretation. 2. In this Act, unless the context otherwise requires, “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; “member” includes a person or registered society joining in the application for the registration of a society, and a person or THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313 7 registered society admitted to membership after registration in accordance with the by-laws; “officer” includes a Chairperson, secretary, treasurer, member of committee, or other person empowered under the rules or by-laws to give directions in regard to the business of a registered society; “registered society” means a co-operative society registered under this Act; “Registrar” means the Registrar of Co-operative Societies appointed under section 3 and includes any person when exercising such powers of the Registrar as may have been conferred upon him under that section; “rules” means rules made under this Act. PART II Registration, etc., of Co-operative Societies

3. The Governor-General may appoint a person to be Appointment of Registrar and Registrar of Co- operative Societies for Belize and the Public Assistant Services Commission may appoint persons to assist such Registrars. Registrar, and may, by general or special Order published in the Gazette, confer on any such persons all or any of the powers of a Registrar under this Act.

4. Subject to the provisions hereinafter contained, a Societies which may be society which has as its object the promotion of the economic registered. interests of its members in accordance with co-operative principles, or a society established with the object of facilitating the operations of such a society, may be registered under this Act with or without limited liability as the Registrar may decide, but the liability of a society which includes one or more registered society among its members shall be limited. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 8 [CAP. 313 Co-Operative Societies Conditions of 5.-(1) No society, other than a society of which a member is a registration. registered society, shall be registered under this Act, which does not consist of at least ten persons each of whom is qualified under section 21 of this Act for membership under this Act. (2) The word “co-operative” or its vernacular equivalent shall form part of the name of every society registered under this Act. (3) The word “limited” or its vernacular equivalent shall be the last word in the name of every society with limited liability registered under this Act. (4) When for the purposes of this section any question arises as to age, residence, or occupation of land constituting the qualification of any person, that question shall be decided by the Registrar. Application for 6.-(1) For the purposes of registration an application shall be registration. made to the Registrar. (2) The application shall be signed, (a) in the case of a society of which no member is a registered society, by at least ten persons qualified in accordance with the requirements of section 5 (1) of this Act; and (b) in the case of a society of which one or more members is a registered society, by a duly authorised person on behalf of every such registered society and, where all the members of the society are not registered societies, by ten other members, or, when there are less than ten other members, by all of them.

7.-(1) If the Registrar is satisfied that a society has complied with this Act and the rules, and that its proposed by-laws are THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313Registration. 9 not contrary to this Act or to the rules, he may, if he thinks fit, register the society and its by-laws. (2) On registration the society shall pay such fee as may be required by the rules.

8. The registration of a society shall render it a body Societies to be bodies corporate. corporate by the name under which it is registered, with perpetual succession and 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 Evidence of registration. be conclusive evidence that the society therein mentioned is duly registered, unless it is proved that the registration of the society has been cancelled. PART III Duties and Privileges, etc., of Co-operative Societies

10.-(1) Any registered society may, subject to this Act and the Amendment of the by-laws of a rules, amend its by-laws, including the by-law which declares registered the name of the society. society. (2) No amendment of the by-laws of a registered society shall be valid until that amendment has been registered under this Act, for which purpose copies of the amendment shall be forwarded to the Registrar. (3) If the Registrar is satisfied that any amendment of the by-laws is not contrary to this Act or to the rules, he may, if he thinks fit, register the amendment. (4) An amendment which changes the name of a society shall not affect any right or obligation of the society or of any of its members or past members, and any legal proceedings THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 10 [CAP. 313 Co-Operative Societies pending may be continued by or against the society under its new name. (5) When the Registrar registers an amendment of the by- laws of a registered society, he shall issue to the society a copy of the amendment certified by him, which shall be conclusive evidence of the fact that the amendment has been duly registered. (6) In this section, “amendment” includes the making of a new by-law and the variation or rescission of a by-law. Address of 11. Every registered society shall have an address, society. registered in accordance with the rules, to which all notices and communications may be sent, and shall send to the Registrar notice of every change of that address. Copy of Act, 12. Every registered society shall keep a copy of this Act rules, by-laws, etc., to be open and of the rules and of its by-laws and a list of its members to inspection. open to inspection by members, free of charge, at all reasonable times at the registered address of the society. Disposal of 13.-(1) A registered society which has as one of its objects the produce to or through a disposal of any article produced or obtained by the work or registered industry of its members whether the produce of agriculture, society. animal husbandry, forestry, fisheries, handicrafts or otherwise may provide in its by-laws or may otherwise contract with its members, (a) that every such member who produces 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 proved or adjudged, in such manner as may be prescribed by the rules, to be guilty of a breach of the by-laws or contract shall pay to the society as liquidated damages a sum ascertained or THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313 11 assessed in such manner as may be prescribed by the aforesaid rules. (2) No contract entered into under this section shall be contested in any court on the ground only that it constitutes a contract in restraint of trade.

14. Subject to any prior claim of the Government on the Creation of charge in favour property of the debtor and to the lien or claim of a landlord in of registered respect of rent or any money recoverable as rent and in the societies. case of real property to any prior registered charge thereon, (a) any debt or outstanding demand payable to a registered society by any member or past member shall be a first charge on all crops or other agricultural produce, felled timber or other forest produce, marine produce, fish, fresh-water and salt-water, livestock, fodder, agricultural, industrial and fishing implements, plant, machinery, boats, tackle and nets, raw materials, stock in trade and generally all produce of labour and things used in connection with production, raised, purchased or produced in whole or in part from any loan whether in money or in goods given him by the society, but nothing herein contained shall affect the claim of any bona fide purchaser or transferee without notice; (b) any outstanding demands or dues payable to a registered housing society by any member or past member in respect of rent, shares, loans or purchase money or any other rights or amounts payable to such society shall be a first charge upon his interest in the real property of the society. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 12 [CAP. 313 Co-Operative Societies Charge and set 15. A registered society shall have a charge upon the shares off in respect of shares or interest or interests in the capital and on the deposits of a member or of members. past member or deceased member and upon any dividend, bonus, or profits payable to a member or past member or to the estate of a deceased member in respect of any debt due to the society from such member or past member or estate, and may set off any credit or payable to a member or past member or estate of a deceased member in or towards payment of any such debt. Shares or interest 16. Subject to section 15 of this Act, the share or interest of not liable to attachment or a member in the capital of a registered society shall not be sale. liable to attachment or sale under any decree or order of a court in respect of any debt or liability incurred by such member, and neither his assignee in insolvency nor a receiver duly appointed shall be entitled to, or have any claim on, such share or interest. Transfer of 17.-(1) On the death of a member, a registered society may interest on death of member. transfer the share or interest of the deceased member to the person nominated in accordance with the rules made in this behalf, or, if there is no person so nominated, to such persons as may appear to the committee to be the legal representative of the deceased member, or may pay to such nominee, or legal representative, as the case may be, a sum representing the value of such member’s share or interest, as ascertained in accordance with the rules or by-laws, but, (a) in the case of a society with unlimited liability such nominee, or legal representative, as the case may be, may require payment by the society of the value of the share or interest of the deceased member ascertained as aforesaid; (b) in the case of a society with limited liability, the society may transfer the share or interest of the deceased member to such nominee, or legal representative, as the case may be, THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313 13 being qualified in accordance with the rules and by- laws for membership of the society, or on his application within six months of the death of the deceased member to any person specified in the application who is so qualified. (2) A registered society shall pay all other moneys due to the deceased member from the society to such nominee, or legal representative, as the case may be. (3) All transfers and payments made by a registered society in accordance with this section shall be valid and effectual against any demand made upon the society by any other person.

18.-(1) A registered society may receive deposits from or for Deposits by or on behalf of the benefit of infants and it shall be lawful for a registered infants. society to pay such infants the interest which may become due on such deposits. (2) Any deposits made by an infant may, together with the interest accrued thereon, be paid to that infant, and any deposits made on behalf of an infant may, together with the interest accrued thereon, be paid to the guardian of that infant for the use of the infant. (3) The receipt of any infant or guardian for money paid to him under this section shall be a sufficient discharge of the liability of the society in respect of that money.

19. Any register or list of members kept by any registered Register of members. society shall be sufficient evidence of any of the following particulars entered therein unless the contrary is shown, (a) the date at which the name of any person was entered in such register or list as a member; THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 14 [CAP. 313 Co-Operative Societies (b) the date at which any such person ceased to be a member. Proof of entries 20.-(1) A copy of any entry in a book of a registered society in books of society. regularly kept in the course of business shall, if certified in such manner as may be prescribed by the rules, be received in any legal proceeding, civil or criminal, as prima facie evidence of the existence of such entry and shall be admitted as evidence of the matters, transactions and accounts therein recorded in every case where, and to the same extent as, the original entry itself is admissible. (2) No officer of any society as mentioned in subsection (1) of this section shall, in any legal proceedings 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 under subsection (1) of the section 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 Liabilities, etc., of Members of Co-Operative Societies Qualification for 21. In order to be qualified for membership of a co- membership. operative society a person, other than a registered society, shall, (a) have attained the age of eighteen years; (b) be resident within or in occupation of land within the society’s area of operations as described by the by-laws. Members not to 22. No member of a registered society shall exercise the exercise rights until due rights of a member unless or until he has made such payment payment made. to the society in respect of membership or acquired such THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313 15 interest in the society, as may be prescribed by the rules or by- laws.

23. Except with the sanction of the Registrar, no person Restriction of membership in shall be a member of more than one registered society whose society. primary object is to grant loans to its members.

24. No member of any registered society shall have more Votes of members. than one vote in the conduct of the affairs of the society, but, (a) in the case of an equality of votes the Chairperson shall have a casting vote; and (b) in the case of societies of which a registered society is a member that society may have such voting powers as are provided in the rules.

25. A registered society which is a member of any other Representation by proxy. registered society may appoint any one of its members as its proxy for the purpose of voting in the conduct of the affairs of such other registered society.

26.(1) The infancy or non-age of any person duly admitted as Contracts with society of a member of any registered society shall not debar that person members who from executing any instrument or giving any acquaintance are infants. necessary to be executed or given under this Act or the rules and shall not be a ground for invalidating or avoiding any contract entered into by any such person with the society. (2) Any such contract entered into by any such person with the society, whether as principal or as surety, shall be enforceable at law or in equity against such person notwithstanding his minority or non-age.

27. No member, other than a registered society, shall hold No individual to hold more than more than one-fifth of the share capital of any co-operative one-fifth of share society. capital of any society. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 16 [CAP. 313 Co-Operative Societies Restrictions on 28.-(1) The transfer or charge of the share or interest of a transfer of share or interest. member or past member or deceased member in the capital of a registered society shall be subject to such conditions as to maximum holding as may be prescribed by this Act or by the rules. (2) In the case of a society registered with unlimited liability, a member shall not transfer any share held by him or his interest in the capital of the society or any part thereof, unless, (a) he has held such share or interest for not less than one year; and (b) the transfer or charge is made to the society, or to a member of the society, or to a person whose application for membership has been accepted by the committee. Liability of past 29.-(1) The liability of a past member for the debts of a member and estate of registered society as they existed on the date on which he deceased ceased to be a member shall not continue for a period of more member for debts of society. than two years reckoned from that date. (2) The estate of a deceased member shall not be liable for the debts of the society as they existed on the date of his decease for a period of more than two years reckoned from the date of his decease. PART V Property, Funds, Audit, etc., of Registered Co-operative Societies Loans made by a 30.-(1) A registered society shall not, except as provided in registered society. section 33 of this Act, make any loan to any person other than a member, but with the consent of the Registrar, a registered society may make loans to another registered society. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313 17 (2) Except with the permission of the Registrar, a registered society shall not lend money on the security of any personal property other than produce or goods in which the society is authorised to deal. (3) The Minister may, by general or special order, prohibit or restrict the lending of money on mortgage of any description of real property by any registered society.

31. A registered society shall receive deposits and loans Deposits and loans received by from persons who are not members only to such extent and a registered under such conditions as may be prescribed by the rules or by- society. laws.

32. Except as provided in sections 30 and 31 of this Act, Restrictions on other the transactions of a registered society with persons other than transactions with members shall be subject to such prohibitions and restrictions non-members. as may be prescribed by the rules.

33. A registered society may invest or deposit its funds, Investment of funds. (a) in the Government Savings Bank, or with any bank or person carrying on the business of banking approved for this purpose by the Registrar; (b) in any securities issued or guaranteed by a Government under the British Crown; (c) with any other registered society approved for this purpose by the Registrar; or (d) in any other mode approved by the Registrar.

34.-(1) At least one-fourth of the net profits of every registered Disposal of profits. society, as ascertained by the audit prescribed by section 35 of this Act, shall be carried to a fund to be called the reserve fund, which shall be employed as prescribed by the rules. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 18 [CAP. 313 Co-Operative Societies (2) Subject to subsection (3) of this section, 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 allocated to any funds constituted by the society, to such extent or under such conditions as may be prescribed by the rules or by-laws. (3) Subsection (2) of this section, shall not apply in the case of a society with unlimited liability, no distribution of profits shall be made without the general or special order of the Minister. (4) 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 reserve fund, contribute an amount not exceeding ten per centum of the remaining net profits to any local charitable purpose or to a common-good fund in Belize. Audit. 35.-(1) The Registrar shall audit or cause to be audited, by some person authorised by him by general or special order in writing, the accounts of every registered society once at least in every year. (2) The audit under subsection (1) of this section, 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 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 transactions of the society or the management of its affairs; or (b) to require the production of any book or document relating to the affairs of, or any THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313 19 cash or securities belonging to the society, by the officer, agent, servant or member in possession of such book, document, cash or securities.

36.-(1) The Registrar, or any person authorised by general or Power of Registrar to special order in writing by the Registrar, shall at all times have inspect societies’ access to all the books, accounts, papers and securities of a books, etc. registered society, and shall be entitled to inspect the cash in hand. (2) Every officer of the society shall furnish such information in regard to the transactions and working of the society as the person making the inspection may require.

37.-(1) The Registrar may of his own motion, and shall on the Inquiry and inspection. application of a majority of the committee, or of not less than one-third of the members of a registered society, hold an inquiry or direct some person authorised by him by order in writing in this behalf to hold an inquiry into the constitution, working, and financial condition of a registered society. (2) All officers and members of the society shall furnish such information in regard to the affairs of the society and produce the cash in hand and such books, accounts, papers and securities of the society as the Registrar or the person authorised by him may require. (3) The Registrar shall, on the application of a creditor of the registered society, inspect or direct some person authorised by him in writing in this behalf to inspect the books of the society, if the applicant, (a) proves that an ascertained 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 THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 20 [CAP. 313 Co-Operative Societies (b) deposits with the Registrar such sum as security for the costs of the proposed inspection as the Registrar may require. (4) The Registrar shall communicate the results of any such inspection to the creditor and to the society into whose affairs the inquiry has been made. (5) Where an inquiry is held under subsection (1) of this section or an inspection is made under subsection (3) of this section, 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 or former officers of the society, and the creditor, if any, on whose application the inquiry was made. (6) Any sum awarded by way of costs against any society or person under this section may be recovered, on application to a magistrate’s court having jurisdiction in the place where the registered office of the society is situated or the person resides or carries on business for the time being, in like manner as is provided for the recovery of costs ordered to be paid by the court. PART VI Settlement of Dispute, Dissolution, Surcharge, Attachment, etc., of Co-operative Societies Dissolution. 38.-(1) If the Registrar, after holding an inquiry or making an inspection under section 37 of this Act or on receipt of an application made by three-fourths of the members of a registered society, is of opinion that the society ought to be dissolved, he may make an order for the cancellation of the registration of the society. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313 21 (2) Any member of a registered society may, within two months from the date of an order under subsection (1) of this section, appeal from such order. (3) Where no appeal is presented within two months from the making of an order cancelling the registration of a society, the order shall take effect on the expiry of that period, but where an appeal is presented within two months, the order shall not take effect until it is confirmed. (4) Where the Registrar makes an order for the cancellation of the registration of a society under subsection (1) of this section, he may make such further order as he may think fit for the custody of the books and documents and the protection of the assets of the society until the order cancelling registration takes effect. (5) No registered society shall be wound-up except by an order of the Registrar.

39.-(1) The Registrar may, by order in writing, cancel the Cancellation of registration of a registration of any registered society other than a society which society due to includes among its members one or more registered societies, lack of membership. if at any time it is proved to his satisfaction that the number of the members has been reduced to less than ten, and every such order shall take effect from the date thereof.

40. Where the registration of a society is cancelled by an Effect of cancellation of order under section 38 or section 39 of this Act, the society registration. shall cease to exist as a corporate body from the date on which the order takes effect, hereinafter referred to as the date of dissolution, but any privileges conferred on the society by or under sections 14, 15, 16 and 17 of the Act, shall be deemed to be vested in any liquidator appointed for that society by the Registrar.

41. Where the registration of a society is cancelled under Liquidation after cancellation of section 38 or 39 of this Act, the Registrar may appoint one or registration of society. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 22 [CAP. 313 Co-Operative Societies more persons to be, subject to his direction and control, the liquidator or liquidators of the society. Liquidator’s 42.-(1) A liquidator appointed under section 41 of this Act powers. shall, subject to the guidance and control of the Registrar and to any limitations imposed by the Registrar by order under section 43 of the Act have power to, (a) determine from time to time the contribution to be made by members and past members or by the estates of deceased members of the society to its assets; (b) appoint a day by notice before which creditors whose claims are not already recorded in the books of the society shall state their claims for admission or be excluded from any distribution made before they have proved them; (c) decide any question of priority which arises between creditors; (d) refer disputes to arbitration and institute and defend suits and other legal proceedings on behalf of the society by his name or office; (e) decide by what persons and in what proportions the costs of liquidation are to be borne; (f) give such directions in regard to the collection and distribution of assets as may be necessary in the course of winding-up the society; (g) compromise any claim by or against the society provided the sanction of the Registrar has been first obtained; THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313 23 (h) call such general meetings of members as may be necessary for the proper conduct of the liquidation; (i) take possession of the books, documents and assets of the society; (j) sell the property of the society; (k) carry on the business of the society so far as may be necessary for winding it up beneficially, but nothing herein contained shall entitle the liquidator of a credit society, to issue any loan; 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 rules as may be made in this behalf, any liquidator appointed under this Act shall in so far as such powers are necessary for carrying out the purposes of this section, have power to summon and enforce the attendance of parties and witnesses and to compel the production of documents by the same means and, so far as may be, in the manner as is provided in the case of a civil court.

43. A liquidator shall exercise his powers subject to the Power of Registrar to control and 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; THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 24 [CAP. 313 Co-Operative Societies (d) by order in writing limit the powers of a liquidator under section 42 of this Act; (e) require accounts to be rendered to him by the liquidator; (f) procure the auditing of the liquidator’s accounts and authorise the distribution of the assets of the society; (g) make an order for the remuneration of the liquidator; or (h) refer any subject of dispute between a liquidator and any third party to arbitration if that party has consented in writing to be bound by the decision of the arbitrator. Enforcement of 44.-(1) The decision of an arbitrator on any matter referred to order. him under section 43 of this Act, shall be binding upon the parties, and shall be enforceable in like manner as an order made by the Registrar under that section. (2) An order made by a liquidator or by the Registrar under section 42 or 43 of this Act, shall be enforced by any civil court having jurisdiction over the place where the registered office of the society is situated in like manner as a decree of that court. Closure of 45.-(1) In the liquidation of a society whose registration has liquidation. been cancelled, the funds, including the reserve fund, shall be applied first to the costs of liquidation, then to the discharge of the liabilities of the society, then to the payment of the share capital and then, where the by-laws of the society permit, 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. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313 25 (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 of the liquidation shall be published in the Gazette, and all claims against the funds of the society liquidated 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 40 of 1963. to the purposes specified in subsection (1) of this section and the payment of any claims for which an action is instituted under subsection (2) of the section, shall be disposed of by the Minister for any local co-operative or charitable purpose or contributed to a common-good fund in Belize.

46.-(1) Where, in the course of the winding-up of a registered Power of Registrar to society, it appears that any person who has taken part in the surcharge organisation or management of such society or any past or officers, etc., of a registered present officer of the society has misapplied or retained or society. become liable or accountable for any money or property of such society or has been guilty of misfeasance or breach of trust in relation to such society, the Registrar may, on the application of the liquidator 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 not exceeding ten per centum per annum as the Registrar thinks just or to contribute such sum to the assets of such society by way of compensation in regard to the misapplication, retainer, dishonesty or breach of trust as the Registrar thinks just. (2) This section shall apply notwithstanding that the act is one for which the offender may be criminally responsible.

47. Any person aggrieved by any order of the Registrar Appeals. made under section 46 of this Act, may appeal within twenty- one days from the date of such order. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 26 [CAP. 313 Co-Operative Societies Settlement of 48.-(1) If any dispute touching the business of a registered disputes. society arises, (a) among members, past members and persons claiming through members, past members and deceased members; (b) between a member, past member, or person claiming through a member, past member or deceased member, and the society, its committee, or any officer of the society; (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 the Registrar for decision. (2) 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 a dispute touching the business of the society within the meaning of this subsection. (3) The Registrar may, on receipt of a reference under subsection (1) of this section, (a) decide the dispute himself; or (b) refer it for disposal to an arbitrator or arbitrators. (4) Any party aggrieved by the award of the arbitrator or arbitrators may appeal therefrom to the Registrar within such period and in such manner as may be prescribed. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313 27 (5) The award of the arbitrator or arbitrators under subsection (3) of this section, shall be enforced in the same manner as if the award had been a judgment of a civil court.

49.-(1) The Registrar at any time when proceeding to a Case stated on question of law. decision under this Act, or the Appeal Board at any time when an appeal has been preferred to them against any decision of the Registrar under this Act, may refer any question of law arising out of such decision for the opinion of the Supreme Court. (2) The court shall consider and determine any question of law referred under subsection (1) of this section and the opinion given on such question shall be final and conclusive.

50.-(1) The Minister may make all such rules as may be Rules. 40 of 1963. necessary for the purpose of carrying out or giving effect to the principles and provisions of this Act. (2) In particular and without prejudice to the generality of the power conferred by subsection (1) of this section, such rules may, (a) prescribe the forms to be used and the conditions to be complied with in applying for the registration of a society and the procedure in 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 admission 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 27 of this Act, prescribe the maximum number of THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 28 [CAP. 313 Co-Operative Societies 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; (f) provide for general meetings of the members and for the procedure at such meetings and the powers to be exercised by such meetings; (g) provide for the appointment, suspension and removal of the members of the committee and other officers, and for the procedure at meetings of the committee, and for the powers to be exercised and the duties to be performed by the committee and other officers; (h) prescribe the matters in respect of which a society may or shall make by-laws and for the procedure to be followed in making, altering and rescinding by-laws, and the conditions to be satisfied prior to such making, alteration or rescission; (i) regulate the manner in which funds may be raised by means of shares or debentures or otherwise; (j) prescribe the conditions to be observed by a registered society applying for financial assistance from Government; THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313 29 (k) prescribe the payments to be made, the conditions to be 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 which may be allowed to individual members with or without the consent of the Registrar; (l) 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; (m) provide for the mode in which the value of the interest of a member who has become of unsound mind and incapable of managing himself or his affairs shall be ascertained and for the nomination of any person to whom such interest may be paid or transferred; (n) provide for the formation and the maintenance of reserve funds, and the objects to which such funds may be applied, and for the investment of any funds under the control of any registered society; (o) prescribe the conditions under which profits may be distributed to the members of a society with unlimited liability and the maximum rate of dividends which may be paid by societies; (p) prescribe the accounts and books to be kept by a registered society, and for the periodical THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 30 [CAP. 313 Co-Operative Societies publication of a balance sheet showing the assets and liabilities of a registered society; (q) provide for the audit of the accounts of registered societies and for the charges, if any, to be made for such audit and provide for the levy of contributions from all or any registered societies to a fund to be used for the audit and supervision of existing societies and co-operative propaganda and prescribe for the administration of such a fund; (r) 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; (s) provide for the persons by whom, and the form in which, copies of entries in books of registered societies may be certified; (t) provide for the formation and maintenance of a register of members and, where the liability of members is limited by shares, of a register of shares; (u) provide for the inspection of documents and registers at the Registrar’s Office and the fees to be paid therefor and for the issue of copies of such documents or registers; (v) prescribe the manner in which any question as to the breach of any by-law or contract relating to the disposal of produce to or through a society, may be determined, and the manner in which the liquidated damages for any such breach may be ascertained or assessed; THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313 31 (w) prescribe the mode of appointing an arbitrator or arbitrators and the procedure to be followed in proceedings before the Registrar or such arbitrator or arbitrators; (x) prescribe the procedure to be followed by a liquidator appointed under section 41 of this Act and the cases in which appeals shall lie from the orders of such liquidator. (y) prescribe the forms to be used, the fees to be paid, the procedure to be observed and all other matters connected with or incidental to the presentation, hearing and disposal of appeals under this Act or the rules. (3) All rules made and fees prescribed under this section shall be subject to the approval of the National Assembly. PART VII Miscellaneous

51. All fees received by the Registrar under or by virtue of this Act shall be paid by him into the Treasury and form part of Disposal of fees. the Consolidated Revenue Fund.

52.-(1) All sums due from a registered society or from an Recovery of sums due to officer or member or past member of a registered society as Government. such to the Government may be recovered in the manner provided for the recovery of debts due to the Government under the law for the time being in force. (2) Sums due from a registered society to the Government and recoverable under subsection (1) of this section may be recovered, (a) from the property of the society; THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize 32 [CAP. 313 Co-Operative Societies (b) in the case of a society of which the liability of members is limited, from the members subject to the limit of their liability; and (c) in the case of other societies, from the members. Powers to 53. Notwithstanding anything contained in this Act the exempt any society from Minister may by special order in each case and subject to such requirements as conditions as he may impose, exempt any society from any of to registration. 40 of 1963. the requirements of this Act as to registration. Power to exempt 54. The Minister may by special or general order exempt societies from provisions of any registered society or class of societies from any of the Act. provisions of this Act, or may direct that such provisions shall apply to any society or class of societies with effect from such date or with such modifications as may be specified in the order. Power to exempt 55.-(1) The Minister by notification in the Gazette may in the from stamp duty and registration case of any registered society or class of registered societies, fees. remit, (a) the stamp duty with which, under any law for the time being in force, instruments executed by or on behalf of a registered society, or by an officer or member, and relating to the business of such society, or any class of such instruments, are respectively chargeable; or (b) any fee payable for registration under any law for the time being in force. (2) A notification exempting any registered society from the fees referred to in subsection (1) (b) of this section may provide for the withdrawal of such exemption. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize Co-Operative Societies [CAP. 313 33

56.-(1) No person other than a registered society shall trade or Prohibition of the use of the carry on business under any name or title of which the word word “Co- “Co-operative” is part without the sanction of the Minister, but operative”. 40 of 1963. nothing in this section shall apply to the use by any person or his successor in interest of any name or title under which he traded or carried on business at the commencement of this Act. (2) Any person who contravenes this section commits an offence and is liable on summary conviction to a fine not exceeding one hundred dollars, and in the case of a continuing offence to a further fine not exceeding ten dollars for each day during which the offence continues.

57.-(1) Any registered society or any officer or a member Penalty for non- compliance with thereof, who wilfully neglects or refuses to do any act or to Act. furnish any information required for the purposes of this Act by the Registrar or other persons duly authorised by him in that behalf, commits an offence. (2) Any person who wilfully or without any reasonable excuse disobeys any summons, requisition or lawful written order issued under this Act, or who fails to furnish any information lawfully required from him by a person authorised to do so under this Act, commits an offence. (3) Every offence referred to in this section shall be punishable on summary conviction with a fine not exceeding four hundred dollars.

58. For the purposes of this Act there shall be constituted Appeal Board. 40 of 1963. an Appeal Board consisting of a Chairperson and two other persons appointed by the Minister to which any party aggrieved by any order or decision of the Registrar may, within twenty-one days from the date of such order or decision where no other period is otherwise prescribed, appeal therefrom, and the decision of the Appeal Board shall be final. THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2020 [ ] Printed by Authority of the Government of Belize