Co-operative Societies Regulations (Cap. 78:03)

1. Short title.

2. Registrar of societies.

3. Applications for registration of societies.

4. Registration.

5. Register of members and books and accounts.

6. Admission of members.

7. Withdrawals of membership.

8. Expulsion of members.

9. Loss of qualification for membership.

10. Liability of society on the withdrawal, etc., of members.

11. Limitation as to membership.

12. Transfer or charge of share or interest.

13. Division of profits.

14. Maximum liability.

15. General meeting.

16. Powers of first meeting.

17. Annual general meeting.

18. Functions of annual general meeting.

19. Special general meeting.

20. Quorum at general meetings.

21. Chairman of general meetings.

22. Voting at general meetings.

23. Voting for resolutions.

24. Minutes of general meetings.

25. Elections of committee.

26. Chairman of committee. 1./. Duties or committee. n Mpptinl1S (If l'(lTllTll!!t"" l.'i. Procedure at meetings of committee.

30. Minutes of meetings of committee.

31. Failure to attend meetings of committee.

32. Vacancies on committee. """""" "'... ~ . H,-1toi"T"-'1.."i.j!!"'i'T y;,~'_'_7~r£'l L.R.O.1I1991 32 Chap. 78:03 Co-operative Societies [Subsidiary] Co-operative Societies Regulations REGuLATION

34. Banking account.

35. Employees.

36. Application for a loan.

37. Sanction ofloan.

38. Security for loans.

39. Purposes of loans.

40. Documents relating to loans.

41. Restrictions on loans to defaulters.

42. Extensions ofloans.

43. Misapplication ofloan.

44. Recovery of loans.

45. Marketing.

46. Bad debts.

47. Preparation of annual accounts and report.

48. Transfer of shares.

49. Sales of shares of members in default.

50. Secretary.

51. Payment of secretary.

52. Security by secretary.

53. Suspension of secretary.

54. Temporary absence of secretary.

55. Duties of secretary.

56. Treasurer.

57. Security by treasurer.

58. Duties of treasurer.

59. Unfit officers.

60. Reserve fund.

61. Audit of accounts.

62. Audit and Supervision Fund.

63. Rules.

64. Amendment of Rules.

65. Copies of entries. hh. Reference of a disoute to the Registrar for decision.

67. Reference to arbitration by the Registrar. - fi9 Proceedings hefore the Registrar. Co-operative Societies Chap. 78:03 33 Co-operative Societies Regulations [Subsidiary] Sl.JBSIDIARY LEGISL&'\TI01'': CO-OPERATIVE SOCIETIES REGULATIONS 24/1950. [43/1986 12/1990]. deemed to be made under section 72 [13th November 1950] Commencement.

1. These Regulations may be cited as the - Short title. CO-OPERATIVE SOCIETIES REGULATIONS.

2. (1) The Registrar shall keep or cause to be kept at his office a Registrar of register to be called "the register of societies" wherein shall be entered societies. particulars relating to the registration of societies and their Rules. (2) All original entries in the register of societies shall be made by, or under the direction of, the Registrar and shall be signed by him. (3) Every alteration, interlineation or erasure in the register of societies shall be initialled by the Registrar. (4) The register of societies shall be open to inspection by the public at all reasonable times and free of charge.

3. (1) Every application for the registration of a society shall be Applications for registration of submitted to the Registrar in the form prescribed by him. societies. (2) Three copies of the Rules which the society proposes to adopt shall be submitted together with the application.

4. (1) Where the Registrar decides to register a proposed society Registration. the society and its Rules shall be registered in the register of societies. (2) Upon the registration of a society the Registrar shall for- ward to the society, free of charge - (a) a certificate of registration; (b) a copy of the Rules of the society as approved by him by him; (c) a copy of the Act and of the Regulations. (3) When the Registrar refuses to register a society or its Rules L.R.o.1I1991 34 Chap. 78:03 Co-operative Societies [Subsidiary] Co-operative Societies Regulations :J .. (I) Ever)' registered society shall keen a register to be called - members and books and "the register of members" wherein shall be entered - accounts. (a) the name, address and occupation of each member and a statement of the shares, if any, held by him; (b) the date on which each member's name was entered in the register; (c) the date on which any member ceased to be a member; and (d) the nominee, if any, appointed under regulation 12. (2) Every registered society shall keep such accounts and shall use such books as may from time to time be prescribed by the Registrar. Admission of 6. The election and admission of members to a registered society, members. other than original members, shall be in such manner and on such conditions as the Rules shall prescribe. Withdrawals of 7. A member may withdraw from a registered society by giving membership. written notice to the secretary, but the withdrawal shall be without prejudice to section 31(1) of the Act. Expulsion of 8. If a member acts in any way detrimental to the interests of the members. registered society the member may be expelled by a vote of two-thirds of the members present at a general meeting upon a charge communi- cated to him in writing by the committee not less than one week before the meeting. The expulsion shall, however, be without prejudice to section 31(1) of the Act. Loss of 9. Any member who loses any of the qualifications for member- qualification for membership. ship prescribed by the Act or the Regulations or the Rules shall cease to be a member of the registered society and the committee shall cause his name to be struck off the register of members without prejudice to any liabilities of that member under section 31 (l) of the Act. Liability of 10. In the case of any registered society of limited liability holding sociietv on the _ ~ ~ 1. _'f. -.': of members. moved or expelled therefrom shall be entitled to a repayment of any money paid by him towards the purchase of shares. Limitation as to 11. No registered society shall fix any limit to the number of its . __ .- ........... -~ --- - ..--.- Co-operative Societies Chap. 78:03 35 Co-operative Societies Regulations [Subsidiary] 12~ (1) (a) ~A~ memberof a registered sDciety rnay direct L.~e secre- Transfer or tary uf the society to transfer his share or interest to a person nominated ~h"rge or snare or mterest. by him or to register a charge on his share or interest in favour of such [12 of 1990]. nominee. (b) In the case of a deceased member, a direction may be made under paragraph (a) by his personal representative. (c) A direction under subregulation (1) shall be made in writing signed by the member or his executor in the presence of two attesting witnesses. (2) No member of a registered society with share capital shall be entitled to appoint more than one nominee unless that member holds more than one share. (3) In any case where more than one nominee is appointed by any member the number of shares to be transferred or the exact proportion of the amount available that is to be transferred to each of these nominees shall be specified at the time of the appointment. (4) Every appointment of a nominee shall be recorded in the register of members. (5) For the purpose of a transfer to a nominee, the value of any share or interest shall be represented by the sum actually paid for that share or interest by the member holding it unless the Rules of the registered society otherwise provide. (6) Where any money is paid to a nominee who is a minor, a receipt given either by the minor or by his guardian shall be sufficient discharge to the registered society.

13. (1) Unless otherwise authorised by the Ministerno dividend or Division of payment on account of profits shall be made by a society registered with profits. unlimited liability until the reserve fund has reached a proportion of not it::~~ U1i:tU UUt::-Lt::UUI U1 the society's totai liabilities. interest on loans granted by it to its members exceeds ten per cent per annum. (3) No registered society shall pay a dividend on share capital ;::;,y-,~p;::;.,-i-il'l. _ ._--------~, fi'iP - -; -ru'Jlr I-~O"i- T"'IoL:lor n~,..",~ ,..,....., i-hro. n,.,._';i-nl """,,,,,,,",,.11,... _n';,i .... _ --"------ ': ;---_.~ .::.:. ---.:..:. ;..:...::--- -:..";.;.;..-,;.;..;,..;,,;. ;..;.--;.;..;.;.;~ -; ;...-;..;~-~ .. ;..;.~ L.R.O.1Il991 36 Chap. 78:03 Co-operative Societies [Subsidiary] Co-operative Societies Regulations (4) l\ t-~nus based on wagesor on the value of the products of a member, or a bonus or rebate on patronage calculated in proportion to the amount of the business done by each member with the registered society may be distributed periodically to the members from surplus "funds after the deduction of all expenditure and after making provision for bad and doubtful debts and making allocation to the reserve fund. Maximum 14. (1) Every registered society shall, from time to time, fix at a liability. general meeting the maximum liability it may incur in loans or deposits whether from members or non-members. (2) The maximum so fixed shall be subject to the sanction ofthe Registrar, who may at any time reduce it. No registered society shall receive loans or deposits, which will make its liability exceed the limit sanctioned by the Registrar. General meeting. 15. The supreme authority in a registered society shall be vested in the general meeting of members at which every member has a right to attend and vote on all questions. Subject to section 28 of the Act, each member shall have one vote only which shall be exercised in person and not by proxy. Powers of first 16. The first meeting of members shall have the same powers as are meeting. given to the annual general meeting, and shall be held immediately or not later than one month after the receipt ofthe certificate of registration of the society. Annual general 17. The annual general meeting of members shall be convened by meeting. the committee as soon as the report on the audit of the accounts of the registered society by the Registrar or person authorised by him is received by the committee. At least eight days' notice shall be given before any such general meeting is held; but the Registrar may at any time after the audit of the accounts has been completed convene the annual general meeting which shall proceed as if it had been convened hv the committee. ---- ---- ----- --" - - -- -- - - - -- annual general meetlng. ((1) to confirm the rn.inutes of lie previous annual meeting and of any intervening special general meeting; (b) to consider the reports of the committee and the balance Co-operative Societies Chap. 78:03 37 Co-operative Societies Regulations [Subsidiary] the registered society for L~e previous yearas prepared by tne Registrar or tile person authorised by him; (c) to approve the accounts or if the accounts are not approved to cause the secretary to notify the Registrar who shall consider the matter and make his decision thereon, and the decision as to the correctness of the accounts shall be final and conclusive; (d) to hear and decide upon any complaints brought by mem- bers aggrieved by a decision of the committee, provided that notice of the complaints to be brought before the meeting has been given to the secretary at least two days prior to the meeting; (e) to elect officers in the place of retiring officers; and (f) to transact any other general business of the registered society.

19. A special general meeting of members may be convened at any Spec~al general time by the committee; and on receipt of a demand stating the object of meeting. the proposed meeting signed by not less than one-fifth of the members of the registered society, if the society is composed of less than one hundred members, or by twenty-five members if the society consists of more than one hundred members, it shall be the duty of the chairman of the committee to convene such a meeting giving eight days' notice. If the chairman of the committee fails to convene a meeting within fourteen days from the receipt of a demand as aforesaid the members applying for such a meeting will have the right to convene the meeting by notice which must contain the object of the proposed meeting and a statement to the effect that the meeting is convened on the failure of the chairman of the committee to convene the meeting demanded; but the Registrar or a person authorised by him may at any time summon a special general meeting of the registered society in such manner and at such time and place as he may direct. He may also direct what matters shall be discussed at the meeting. The meeting shall have all the powers nf -~ ---------0 ~- rn~,::.t1nCT roo::1lllCA~ ':ll"ronT'~~nlT +rt. "tho Do.n--.,lo..,..;,,_ .... - - -.... --- ..."" '-'J1.~"'JLb ..L"""'bu .... u .....vJ.J.oJ. "","JLV general meetings. meeting- ik:iiiCl<Q"hl t--.:_'; ':'';VVj" (a) when a registered society consists ofnot more than forty members, one-half of the number of members or ten L.R.D.lI1991 38 Chap. 78:03 Co-operative Societies [Subsidiary] Co-operative Societies Regulations (b) \vhen a registered socier,i consists of more L~&'1 forty members but nut more tilan five hundred members, one- fourth of the number of members or fifty whichever is the lesser shall form a quorum; (c) when a registered society consists of more than five hundred members but not more than one thousand members, one hundred members shall form a quorum; (d) when a registered society consists of more than one thousand members the quorum shall be one hundred members plus the addition of ten members for every additional one thousand members or part thereof up to a maximum of two hundred. (2) Registered societies drawing membership on an islandwide basis shall provide for the election ofdistrict delegates notwithstanding the provisions of subregulation (1)(a), (b), (c) and (d). (3) Where the Rules of a registered society provide for the election of district delegates, the quorum for the purposes of the annual or a special general meeting shall be one-half the number of delegates coming from one-half the number of districts. (4) In the case of a registered society which includes other registered societies among its members, notwithstanding the provisions of subregulations (1), (2) and (3), the number of members as may be prescribed in the Rules of that society shall form a quorum. (5) If within one hour after the time fixed for any meeting, other than a meeting convened by the Commissioner, the members present are not sufficient to form a quorum such a meeting shall be deemed dissolved if convened on the demand of the members; in all other cases it shall stand adjourned to a date not later than fourteen days and not earlier than seven days from the date of the adjourned meeting as the Board may decide, and notice to that effect shall be given within three days of the adjournment. (6) If at an adjourned meeting, a quorum is not present within halt an hour trom me ume appointed for the meeting, Lilt: IIlt:IIlUcI:S T'\rf'~f'nt shall fnnn ::I nuorum. Chairman of 21. (1) The cnairman of the COllIIrilttee or ill his absence full0l:.'1Cr general meetings. person eIectedyb " a majority 0 fth ose present shall nresid presi e at th e annu al or special general meeting; but the Registrar or a person appointed by Co-operative Societies Chap. 78:03 39 Co-operative Societies Regulations [Subsidiary] (2) The secretaryor in his absenceanyother person n0r111nated in writing by the chairman shail act as secretary at the meeting. me chairman, if necessary, may nominate other officers to assist at the meeting. (3) The chairman may by the decision of the meeting adjourn the meeting from time to time and from place to place, but no business shall be transacted at any meeting so adjourned other than the business left unfinished at the meeting from which the adjournment took place. (4) The chairman shall have the right to order the closure of a discussion and put the matter to the vote.

22. Any question submitted to the decision of the members present Voti~g at general at a meeting, unless otherwise dealt with in the Regulations, shall be meetmgs. decided by a majority of votes.

23. (1) At any meeting a resolution put to the vote shall be decided Voting for resolutions. on a show of hands unless voting by call of names or a ballot is demanded by at least five of the members present before the declaration of the result of the show of hands, and in such case voting by call of names or a ballot shall be taken, as the case may be. (2) The chairman shall have an ordinary vote and in case of an equality of votes shall be entitled to a casting vote. In the case of a meeting convened by the Registrar and presided over by him or his representative, he or his representative shall not be entitled to vote except on an equality of votes, in which case they shall have a casting vote. (3) In respect of every resolution put to the vote the chairman shall declare whether it has been carried or lost, and whether on a show of hands or unanimously or by a particular majority, and an entry to that effect in the minute book shall be conclusive evidence of anything therein contained.

24. Minutes ofthe meetings shall be entered in the minute book and Minutes of signed by the chairman and secretary and shall contain _ general meetings. meetiIlg andthe name oftJ~e chaiuHfu: Of of the person who presided at the meeting; (b) the time fixed for the meeting and the time the meeting L.R.O.1Il991 40 Chap. 78:03 Co-operative Societies [Subsidiary] Co-operative Societies Regulations (e) L'Ic total number of members on the date on wrJch the meeting was held; and (d) all resolutions passed or decisions made at the meeting. Elections of 25. (1) At the first general meeting of the registered society a bare committee. majority of the members constitutingthe committeeshall be electedfor a term of two years and the others for a term of one year. Thereafter, the term of office for members of the committee shall be for two years. Members shall hold office until their successors shall be elected and entered upon the discharge of their duties. Retiring members of the committee shall be eligible for re-election. Any casual vacancy in the interim may be filled by the members of the committee, but the person so elected or appointed shall hold office only until the next annual general meeting. The Registrar may convenea special general meeting for the election of a new committeeto fill vacancies without reasonable cause or through undue delay; but a special general meeting convened for the purpose by or on the demand of the Registrar may remove the committee or any members thereof before the expiration of their period of office by majorityof three-fourthsof the memberspresent, whoshall proceed at the same meeting to the election of others in their stead who shall hold office until the election of a new committee by the next general meeting convened for this purpose by the Registrar. (2) The committee shall consist of not more than ten members and not less than seven, five of which shall constitute a quorum. Chairman of 26. The committee shall elect its own chairman, who shall have an committee. ordinary vote and on an equality of votes shall be entitled to a casting vote. In the temporary absence of the chairman, the committee shall elect one of its members to perform his duties. Duties of 27. (I) The committee shall representthe registered society before committee. allcompetentpublic authoritiesandin alldealingsandtransactionswith third persons,withpower to instituteor defend suitsbroughtin the name of or against the society, and in general it shall carry out such duties in .... ~ ~ _~ L _ ~ ... 1~ ~ _ rr_ ~ C ",,-1 ! _,,"- _ ~_ ...J ~ _ .... L .... ' - ~~_ UI\;; UHUI(1b\;;IU\;;Ut VI UI\;; (1H(111~ VI UI\;; l\;;bI~t\;;I\;;U ~lJ\.,IC;ty a~ Hay\,; HUt U\"\,,H specially assigned by the Regulationsor the Rules to general meetings (2) The committee shall alwayskeep acopy of the latest annual balance sheet of the registered society together with the report referred to in regulation 17, hung in a conspicuous place at the registered office _£4-1-_ ".. _ _ ;~ .. __ ;...;;. ;".;..;.;... L-;'~-"".i.;"';';"_ Co-operative Societies Chap. 78:03 41 Co-operative Societies Regulations [Subsidiary] ~u. 1 ric committee shall meet as often as the bushless of the registered society may require and in any case not less frequently than once a month. Meetings of the committee shall be summoned by the secretary in writing.

29. At each committee meeting the secretary shall- Procedure at meetings of (a) read the minutes of the preceding meeting; committee. (b) produce the cash book, detail the entries of receipts and payments made therein since the last meeting and with the treasurer produce the cash in their possession for verifica- tion by the committee with the cash book; (c) produce a statement showing the loans due and unpaid for determination by the committee as to the action to be taken in each case; (d) produce applications for loans, if any, for determination by the committee in accordance with the priority of receipt; and (e) submit any other business for consideration by the commit- tee.

30. Minutes of committee meetings shall be recorded by the secre- Min~tes of tary in the minute book and shall be signed by the chairman or other ::::~t::.f presiding member and by the secretary and shall contain the following particulars: (a) the names of the members present and the date of the meeting; (b) the name of the chairman or other presiding member; and (c) a short statement ofall matter discussed and decisions made and a record as to whether each decision was made unani- mously or by a majority.

31. Any member of the committee who, without due excuse ap- Failure to attend -- - -~'-- - - _£ 111""'1.1116~ V.L proved by the committee, fails to attend at three consecutive meetings committee. of the committee over '! ""ri0d nfthr"" rYln"th" nr",,,r,, "h"ll h<> £1""",,,£1 to have vacated his office which shall thereupon be filled as provided by regulation 32.

32. (l) Vacancies occurring on the committee shall be filled within Vacancies on "".; hr rl..,..,..:rn -_ ...:-;.....:...:;. --:.~; ~ j-, ;,..-; i-..". ;....;..:.-_ i ", • .;,,..._ _ ~ I·n .. i- ..-.;..-, ~...:.-_;..~;..-.:..:. -;..;.:. ..;;..;.~..;;,..;.;..;..;.;,. ,.. __ ..:; __ ..;;:__ ;.,.~--.~ i... ~ -; t.. i,.,;';--. .=_.:_,.. .;. __ .:..:..:.;,.;,.~..;..;..:..:.~ committee. L.R.o.1Il991 42 Chap. 78:03 Co-operative Societies [Subsidiary] Co-operative Societies Regulations members of u1e committee; but when L1e election doesnottake place the Registrar may appointthe required substitutes. (2) Any substitutes elected or appointed under subregulation (1) shall hold office only until the next annual general meeting. Borrowing 33. The committeemay borrowmoney on behalf of the registered powers. societyto anamountnotexceedingsuchtotal amountasmay havebeen fixed in accordancewith regulation 14. Banking account. 34. The committee may, subject to the approval of the Registrar, open a banking account. All cheques shall be signed by one member of the committee and the secretary. Employees. 35. (1) The committee may- (a) appointsuch clerksor employeesasit considersneces- sary; and (b) fixthesalary,wagesorremunerationof everysuchclerk or employee. (2) Every clerk or employee appointed under this regulation shall hold office during the pleasureof the committee. Application for a 36. Memberswhodesireto obtainaloanshallsubmitanapplication loan. to the committeestatingthe amountandthe purposefor whichthe loan is required,the term for whichit is asked,whetherit is desired to repay it by instalments, and the names of the proposed sureties or any other security which is offered. Sanction of loan. 37. (1) Thecommitteeshallconsideratameetingeveryapplication for aloan andif thecommitteeis satisfiedwiththe trustworthiness of the applicant, the sufficiency of the security offered and the prospects of advantage to the borrower, in the way of increased production or economy or otherwise,it may sanctionthe loan. (2) No person other than members of the committee and the secretarv and the Rezistrar ~nd his staff shall be oresent at anv mer-tine or the committeewhen an application tor a loan is under consideration. A member of the committeewho applies for a loan or who is proposed as suretyforaloanmustwithdraw whilethe relevantapplicationis being discussed. If thereis a difference of opinionconcerningthe grantingof T- . . .h.a. Y"U",","'OOri~"""'L'nl~th r.e- ........lor,...:j - ---- ------_._._------ ~.--- - - - - . -, _.- -- ---- ---- ----- ~ ~ Co-operative Societies Chap. 78:03 43 Co-operative Societies Regulations [Subsidiary] to loans at cornmittee meetings sh~11 be kept secret, and w,lY member of the committee or officer of the registered society infringing this regulation shall be liable to immediate expulsion or dismissal.

38. Loans, when approved by the committee, shall be granted to Security for loans. members who are able to obtain two sureties approved by the committee, or who can give other security to the satisfaction of the committee.

39. (1) No loan shall be made except for a purpose to be approved Purposes of . in eac h case by th e committee. . loans. (2) All loans made shall be applied by the borrowing members to such purpose as the committee has approved.

40. When a loan is sanctioned by the committee a notice shall be Documents relating to loans. sent to the borrower to that effect, and, before the amount is advanced, the borrower and his sureties shall execute an instrument in writing setting out the terms of repayment ofthe loan and containing such other terms and conditions as the committee may consider necessary.

41. Where a member _ Restrictions on loans to (a) is in default in the payment of a loan or of an instalment of defaulters. a loan; and (b) does not satisfy the committee that the default is due to a good cause, the member shall not be entitled to receive another loan from the registered society.

42. If by reason of sickness or some other cause, a member finds Extensions of loans. that he will be unable to discharge his obligations to the registered society and notifies the secretary in writing before a loan is due, the committee may extend the time fixed for payment on such conditions as it thinks fit. 4~_ Whf>Tf> rhr- rommittf'P is ~:lti sfied that a memberofthe rezistered Misapplication of SOciety who has obtained a loan has applied the proceeds thereof to a purpose other than the purpose which is stated in the application therefor under regulation 37, the committee may, by notice in writing to the debtor, demand payment of the loan before the agreed date of L.R.o.l/1991 44 Chap. 78:03 Co-operative Societies [Subsidiary] Co-operative Societies Regulations Recovery of 44. Wl1ere ~ (a) a loan or aninstalmentof a loanhas not beenpaidonthe date on which it became due; and (b) no extensionfor the payment thereof has been given to the debtor by the committee under regulation42, the committeeshall take steps for the recoveryof the same by referring the matter to the Registrar as prescribedin section 64 of the Act. Marketing. 45. (1) Every member of the society shall deliver at such place as the committeeshalldirectsuch amountof articlesproducedor obtained by him as may be prescribedin the Rules or in the relevant contractto be disposed of by the society. (2) Anymemberwhois provedor adjudgedin accordance with the provisions of section 64 of the Act to be guilty of a breach of the Rulesor the relevantcontract,asthecasemaybe, shallpayto thesociety as liquidated damages such sum as may be specifically assessed or ascertainedin mannerprescribed bytheRulesorbythe relevantcontract and such sum shall be deemed to be a debt due to the society. Bad debts. 46. The committeemay, with the approval of the Registrar, cause bad debts to be written off the books of the registered society in such manner and at such times as the Registrarmay think fit. Preparation of 47. The committeeshallin every year and as soon as conveniently annual accounts and report. possible within such time as the Registrar may direct - (a) cause the secretaryto prepare and send to the Registrarthe yearlybalancesheetclosedon31st Decemberofthepreced- ing yeartogetherwith a detailedstatementof the profit and loss account; and (b) prepare a report on the year's working of the registered societyto be presentedto the annual general meeting. Transfer of 48. (1) Any share may be transferred with the approval of the committee to anyother memberatthe optionof the transferor,butifthe t!"~~~f~!"~~ ~~ ~0t 2 !'!1~tnh~r ~~ n'l!!C'! ~ ~nnrr"'~r! nf ~~ ~ !!!~tn~rh"thp committee,or the generalmeetingaccording to the Rules relatingto the admission of members before the transfer can be registered; and if the Rules requireamemberto holdmorethanoneshare,thetransfereemust acquire by the transfer,or by the transfer and allotment,the number so Co-operative Societies Chap. 78:03 45 Co-operative Societies Regulations [Subsidiary] (2) Special transfer 101111S shall be provided by the Registrar, (3) No transferofa share shallbe valid and effective unless and until the transfer has been registered by the secretary on the direction of the committee. (4) No transfer of a share shall be registered if made by a member indebted to the registered society without special order of the committee, and until the transfer of a share is registered no right shall be acquired againstthe registeredsocietyby the transferee,nor shallany claim of the registered society upon the transferor be affected thereby.

49. The committee may in default of payment by any member Sales of s~ares of . debted to the registere ill . d society . to an amount not Iess th an three- members default. ill fourths of the sum paid up for the time being on any transferable share held by him, sell, transfer and register in the books of the registered society the share to any person entitled to hold the same under the Regulations or Rules for the best price obtainable therefor, and apply the proceeds in or towards the discharge of the debt so due and of any expense incurred in or about the same, paying over the balance (if any) to the member, without being responsible for any loss occasioned thereby, and the defaulting member shall cease to have any further claim in respect of the share.

50. (I) The committee shall appoint a secretary and, unless the Secretary. person so appointed is a member of the committee, shall have power to fix the remuneration for his services. (2) The secretary, if a member of the committee, shall be unpaid. (3) In the event offai1ureon thepart of the committeeto appoint asecretary, the Registrar shall appointasecretary and,unless the person so appointed is a member of the committee, the Registrar shall fix his remuneration. Every appointment made by the Registrar under this subregulation shallbe valid andeffective,andevery remunerationfixed bythe Registrar shall be payable and recoverable, as ifmade or fixed by the committee (4) The secretarv shall occunv his office until his services arc '. .' _ - -- - - - --r,,; determined by one month's notice in writing given by the committee. (5) The secretary may resign his office by giving one month's _1'..:- _ _ .: : __ ..:~ __ .--:...;__ ••;:'-'- ~ ;;. ~~ Ai .. v ;;..ii;L:. L.R.Q.111991 46 Chap. 78:03 Co-operative Societies [Subsidiary] Co-operative Societies Regulations (6) en the occurrence of a vacancyin. tile office of the secretary, this regulation shall apply mutatis mutandis to the filling ofthe vacancy. Payment of 51. The remuneration of the secretary, if any, shall be paid from the secretary. funds of the registered society monthly in arrear. Security by 52. (1) The secretary may be required to give security in such secretary. amount as the committee may determine. (2) Every such security and the amount thereof shall be subject to the approval of the Registrar to be signified in writing to the committee. Suspension of 53. (1) The committee may at any time suspend the secretary for secretary. any irregularity in the performance of his duties. (2) The suspension shall be reported forthwith to the Registrar who shall approve or disallow the same and shall communicate his decision to the secretary and the committee in writing, and on notification of his approval of the suspension the services of the secretary shall be determined without further notice. (3) In the eventofthe suspension ofthe secretary the committee shall forthwith appoint a substitute to hold office during the period ofthe suspension and shall report the name of the substitute to the Registrar. Temporary 54. (1) The secretary shall not absent himself from duty save with absence of secretary. the permission of the committee previously obtained. (2) During the absence of the secretary, the committee shall appoint a temporary secretary and shall report the appointment to the Registrar. (3) In case the secretary desires to be absent from duty for more than one month at anyone time, the committee shall, before granting permission for the absence, obtain the previous approval ofthe Registrar therefor. Duties of 55. The duties of the secretary shall be - secretary. i-I --- - - - - - - - - -------o~ ~- --- --o-~----- -----·,l committee; (b) to be present at the office during the hours of business as •• "ii-.ii •• iiii •• ' i"";':- .;;ii .i •• o.- i i -..- ••• c: ;':-.iii.iiiii.ii.iiii-"-:-:. Co-operative Societies Chap. 78:03 47 Co-operative Societies Regulations [Subsidiary] (c) to record the whole of the trrolsacllons of the registered society in the books providedfor that purpose; to conduct correspondence on behalf of the registered society; to preparethe annualstatement of accounts andbalancesheet; and to have charge of the documents, books and vouchers for paymentsand receipts on behalf of the registeredsoci- ety; (d) to receive all applications for loans and bring the same before the committee; to prepare receipts and other docu- ments in the form prescribed for signature by borrowers prior to their taking the loans sanctioned; and with the authorityof the committeeto supplyinformationaboutthe registeredsociety whichmay be applied for by members; (e) to receive all moneys due or payable to the registered society and issue receipts to the payer for same from a counterfoil receipt book suppliedto the registered society for the purposeby the Registrar, obtainingat the sametime the signature of the person making the payment on the counterfoil; (f) to deposit with the treasurerfrommoneyscollectedby him on behalf of the registered society all sums in excess of an amountto be fixed from timeto time by the committeeand to obtain from him a receipt on a form to be taken from the prescribed counterfoilbook; (g) to keep separate all moneys belonging to the registered society and on no account to mix them with any other moneys;andtoproduceat all times whencalleduponto the committee, or the Registrar or any person authorised by him, all moneys in his hands belonging to the registered society; (h) to make payments as authorised by the committee,obtain- ~nl"'r tl, ....... _011"71"'0 ' .... ,.,~~.,h, ........ _.., .,.1, ..... _ 0 .. ' - . . . ......_"" .... _ _ 1, _ ........ ,.,,.....:"'..... ,-1 ..Li..l.b ....."'" 1-''''"}''''' ~ l,u·bJ.i.U.r..uJ."" VU. 1,..1.."", P"JJ.• .a."".lu. U'J'J.n..p.l""'..:llo.l.l.l.U\o..-u by the Registrar; but if the payment is made outside the instance, obtain from u~e payee a ffifuiUSCript receipt and attach it to a separate page of the payment book; (i) to issue a receipt on a form to be taken from the prescribed ______ ""-_ _ · .. 1 1 r L Oo-J" ~ 10" .. .'O:-:.i .;:-;i. •••••• H." w i--;,_ .~ ~ H" • • • • • • • "' • • • L.R.o.1I1991 48 Chap. 78:03 Co-operative Societies [Subsidiary] Co-operative Societies Regulations (i; to summon meetinzs as nrovided in the Rules: and (k) to perform such other duties as may be authorised by the committee. Treasurer. 56. The committee shall appoint one of the members ofthe commit- tee, not being the chairman, to be the treasurer. Security by 57. The treasurer may be required to give security for such amount treasurer. as may be determined by, and to the satisfaction of, the committee. Duties of 58. The duties of the treasurer shall be - treasurer. (a) to receive from the secretary as provided in regulation 55(1) moneys collected by the latter on behalf of the registered society, furnishing him with a receipt on a form taken from the counterfoil book supplied for the purpose by the Regis- trar and obtaining at the same time the signature of the secretary on the counterfoil; (b) to advance money to the secretary for payments and obtain from him a receipt from the prescribed counterfoil book; (c) to place to the account ofthe registered society in such bank as may be approved by the Registrar any amount in his hands in excess of the amount fixed from time to time by the committee; (d) to keep separate all moneys belonging to the registered society and on no account to mix them with any other moneys; and to produce at all times when called upon to the committee, the Registrar or any person authorised by him, all moneys in his hands belonging to the registered society; and (e) to keep a record on the prescribed form of all moneys received by him from the secretary and of all moneys paid to the secretary. Unfit officers. 59. Ifin any society, in the opinion of the Registrar, any member of . -- -- - .---- - -------- --- . . -- ---------------- _.... . --- . . . .- --- --.......... -- - _._---_. - - -- - - --- - - - - -- -- - - -- - -- - -- - - -- - -- - - - - - -- - - - - -- -- - - -- - -- -- - - - - - - society shall on the requirement of the Registrar dismiss him. Reserve fund. 60. (1) The reserve fund of a registered society, created in pursu- ance of the provisions of section 38 of the Act, may, with the sanction Co-operative Societies Chap. 78:03 49 Co-operative Societies Regulations [Subsidiary] (b) be applied to meet occasional deficiencies by the regis- tered society. (2) In sanctioning the utilisation or application of the reserve fund under subregulation (1), the Registrar may impose such terms and conditions as he may think fit.

61. In pursuance of section 43 of the Act the accounts of every Audit of accounts. registered society shall be audited once at least in every year by some person authorised by the Registrar. The person so authorised shall have access to all the books and accounts of the registered society and shall examine every balance sheet and annual return of the receipts and expenditure, funds and effects of the registered society, and shall verify the same with the accounts and vouchers relating thereto, and shall either sign the same as found by him to be correct, duly vouched and in accordance with the Act, and shall report to the Registrar accordingly, or shall specially report to the Registrar in what respects he finds the same incorrect, unvouched or not in accordance with the Act. The Registrar shall thereupon forward the report ofthe person so authorised to the committee.

62. (1) There shall be constituted a fund to be known as the Audit Audit and Supervision and Supervision Fund and every registered society shall, when called Fund. upon to do so by the Registrar, make annually a contribution to such Fund. (2) Until such time as a society has been established and registered for the purposes of supervision and audit, the contributions shall be held by the Registrar and administered by him on behalf of the contributing registered societies. (3) So long as the Registrar administers the Fund on behalf of the contributing registered societies, he shall report in every year to the Government in respect of the income derived from contributions, the expenditure he has sanctioned from the Fund and the balance in his hands. established a...t"ld registered! the Fund shall be credited to the society and shall be utilised by the society in accordance with its objects and Rules. (5) Until a society for supervision and audit has been estab- ltshed and r('t:P1~tp:rprl thp Rp.oi~tr~r chall fiv thp ~nlniint of rh» ~nn1i~l -;...- - L.R.o.1Il991 50 Chap. 78:03 Co-operative Societies [Subsidiary] Co-operative Societies Regulations C:JTItribution to the Fund of every registered society called u~~n to contribute to the Fund. me amount of every such annual contribution shall be subject to a maximum of either ten per cent on the net annual profits ofthe registered society or of one per cent of the working capital of the registered society, and shall not in any case be less than sixty dollars. Rules. 63. (1) The Rules of a proposed society shall contain provision in respect of the following matters: (a) the name of the society; (b) the registered address of the society; (c) the objects for which the society was established; (d) the purposes to which the funds may be applied; (e) the qualifications for membership, the terms of admis- sion of members, and the mode of election; if) the nature and extent of the liability of members; and (g) the manner of raising funds, including the maximum rate of interest on deposits. (2) If the objects of the proposed society include the creation of funds to be lent to the members, the proposed Rules shall, in addition, contain provision in respect of the following matters: (a) the occupation or residence of the members; (b) the conditions on which loans may be made to members, including - (i) the rate of interest; and (ii) the maximum amount which may be lent to a member; and (c) the consequences, if any, of default in the payment of any sum due on account of shares. Amendment of 64. (1) Where in pursuance of the provisions of section 11 of the n.~I~ ... --------0-------------. ------------- .--- by a resolution of the members of the registered society at a general meeting. (2) Every resolution under subregulation (1) shall not be valid Co-operative Societies Chap. 78:03 51 Co-operative Societies Regulations [Subsidiary] fourths of the members present at u'1e general meefuig at vihich the resolution was proposed. (3) A copy of a resolution under subregulation (1) shall be forwarded to the Registrar together with three copies ofthe amendment.

65. For the purposes of section 15 of the Act a copy of an entry in Copies of entries. the book of a society may be certified by a certificate written at the foot of the copy, declaring that it is a true copy of the entry and that the book containing the entry is still in the custody of the society; the certificate being dated and signed by the secretary and one member of the committee.

66. (1) Reference of a dispute to the Registrar for decision under Reference of a . f dispute to the section 53 0 the Act may be made - Registrar for decision. (a) by the committee; or (b) by the registered society in pursuance of a resolution in that behalf taken in general meeting; or (c) by any party to the dispute; or (d) where the dispute concerns a member of the committee and the registered society, by any member of the registered society. (2) Every reference under this regulation shall be made by a statement in writing addressed to the Registrar. The statement shall- (a) be dated; (b) specify the dispute; (c) set out full particulars of the dispute; and (d) be signed by the party making it.

67. (1) Where, in pursuance of the provisions ofsection 53(1)(ii) of Re~ere~ce to th e A ct. th e- R -.., · - eotstrar ..l'..l "er.l"e" --- - - f..l° - - to re er :l -~ 1. ° • rtrsnure tn :lrJlltrfjtion -- -- .-~ -~r--- -~ t h~e- -arbitration '. xegistrar. -.-~~~~-._~~~, by the ~~ decision shall be embodied in an order of reference under his hand. ~Lj every order or reterence under this regulation shall - (a) specify the name, surname, place of abode and occupa- tion of the arbitrator or arbitrators; Ih} - - t:pt nnt tnp -- ---- - - ,-1i~n'iitp '!lTIrl f'lIn ft"lrti,.nlilrt:.' thprpnr~ o");ft,--l - - -i - - - - - - - - ;-----.----------- -.----------, ------ L.R.O.1I1991 52 Chap. 78:03 Co-operative Societies [Subsidiary] Co-operative Societies Regulations (c) 1imit the time wit11h.TJ whichthe awardshall t~ forwarded by the arbitrator or arbitrators to the Registrar; but on good cause shownto his satisfaction,the Registrarmay by a further order enlarge the time whether before or after the time limited by the order of reference has expired. (3) Where the Registrar decides to refer a dispute to more than one arbitrator, the reference shall be to three arbitrators, of whom one shallbe nominatedby each of thepartiesto thedispute andthe third shall be nominated by the Registrar and shall act as chairman. (4) Where under subregulation (3) reference is made to three arbitrators, the following provisions shall have effect: (a) if any party to the dispute fails to nominate an arbitrator within such time as the Registrar may specify, the Registrar may make the nomination himself; (b) if an arbitrator nominated by one of the parties to the dispute dies, or refuses or neglects to act, or by absence or otherwisebecomesincapableof acting,theRegistrar shall call upon the party concerned to nominate a new arbitratorwithinsuchtime astheRegistrarmay specify, and if no new arbitrator is nominated accordingly, the Registrar may nominate one himself; (c) if the arbitratorwhodies, or refusesor neglectsto act, or becomes incapable of acting, was nominated by the Registrar, a new arbitrator shall be nominated in his place by the Registrar; and (d) the opinion of the majority of the arbitrators shall prevail. Proceeding s 68. (1) The proceedings before the arbitratoror arbitratorsshall, as before arbitra- tors. nearly as possible, be conductedin the same way as proceedingsbefore a court of law, and in particular the following provisions shall have effect in resoect thereof: (a) noticeof the timeand place at whichthe proceedingsare - - - --- - --------- ----- ..v ...,-_ .i.i......... u "".....u..;. U~- 6'" 'i ~.:.:.;.;; ;,..;..:.';".' r~,:,~"",·""";""",, ~.:.~~ ~~ ....·C·....,.~ ..... i .........- ..... the notice shall be a ten days' notice; (b) a recordof the evidenceadducedbefore the arbitratoror arbitrators shall be made, dated and signed by the Co-operative Societies Chap. 78:03 53 Co-operative Societies Regulations [Subsidiary] (c) documents nroduced as exhibits before the a rhi tra tor or arbitrators shall be marked, dated and initialled by the arbitrator or arbitrators and shall be attached to the file of the proceedings; and (d) in the absence of any party duly notified to attend, the dispute may be decided by the arbitrator or arbitrators ex parte. (2) The award of the arbitrator or arbitrators shall - (a) be in writing; (b) be dated and signed by the arbitrator or arbitrators; and (c) state the amount of the costs and expenses of the arbitration, if any, and by which party or parties to the dispute the same are to be paid. (3) Upon the completing of the proceedings, the arbitrator or arbitrators shall forward to the Registrar - (a) the file of the proceedings; and (b) the award.

69. Where, in pursuance of the provisions ofsection 53 (l)(i) of the Proceedings . Act, th e R egtstrar . the power 0 fd eCI'ding a dispute hi mse If, th e before eXerCISeS the Registrar. proceedings before him in relation thereto shall, as nearly as possible, be conducted in the same way as proceedings before a court of law and regulation 67 shall apply mutatismutandis to the proceedings. T. R o 111001