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Bahamas Numbered Acts |
COOPERATIVES SOCIETIES ACT, 2005 |
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ARRANGEMENT OF SECTIONS |
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SECTION |
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Short Title
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Interpretation
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PART I |
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REGISTRATION OF SOCIETIES |
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Reference to Registrar General
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Application of Act and use of the word
"Co-operatives"
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Co-operative Principles
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Director of Societies and Staff
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Functions of Director of Societies
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Application for Registration
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Conditions for Registration
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Registration of a Society
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Effect of Registration
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A Society to be a Body Corporate
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Society To Conform Co-operative
Principles
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Display of Certificate
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Suspension and Cancellation of
Registration
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Board of Directors
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Committees
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General Meetings
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Organisation of Meeting
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First Annual Meeting
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Special Meetings
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Notice of Meetings
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Record
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Quorum
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Delegates
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PART II |
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RIGHTS AND LIABILITIES OF MEMBERS |
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Qualifications for Membership
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Application for Membership
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Membership Fees
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Withdrawal of Membership
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Voting Rights
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Liability of Current and Past Members
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PART III |
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BUSINESS OF SOCIETIES |
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Shares
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Limitations on Shareholding
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Dormant Accounts
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Transfer of Shares Generally
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Transfer of Shares of a Member who is of
unsound mind
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Lien on Shares
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Restriction on Transfer of Shares or Interest
in Capital
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Power of Nomination
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Transfer of Share or Interest on death of
Member
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Disposal of Produce through Society
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Creation of Charge in favour of Society
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Execution and Registration of Charge
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Claims etc. not affected by Section 42
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Prior Claim in favour of Society
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Enforcement of Charge
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Assignment of a Charge
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Bond as additional security for loan
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PART IV |
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DIRECTORS AND OFFICERS |
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First Directors
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Directors' Power
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Committees
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Election of Directors
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Qualifications of Directors
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Borrowing Powers
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Meeting by telephone Etc.
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Minutes of Directors
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Ceasing to hold office
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Removal of Directors
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Attendance at meeting
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Number of Directors
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Notice of change in Directors
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Meeting of Directors
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Validity of Acts of Directors and
Officers
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Remuneration of Directors
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Remuneration of employees
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Duty of care of Directors and Officers
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Misuse of confidential information
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Liability of Directors
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Indemnification of Directors
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Duty of a Director not to be limited
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Material Contracts
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Officers
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Bonds
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Declaration by Directors and Officers
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Obligation to file declaration
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PART V |
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PROPERTY AND FUNDS OF SOCIETIES |
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Deposits of funds
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Loans by Society
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Receipt of loans and deposits
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Receipt of deposits from minors
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Prohibition on borrowing
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Statutory Reserve, Liquidity, Development and
Stabilization Funds, and Disposal thereof Stabilize] Funds, and
Disposal thereof
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Pension Fund
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Contributions to Co-operative Purpose
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Dividend, Bonus, etc.
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PART VI |
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AUDIT, INQUIRY AND INSPECTION |
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Audit
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Annual and special returns
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Cost of inquiry
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Inspection by Director
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Investigations by Director
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Request for special investigations
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Dissolution of Board of a Society
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PART VII |
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DISPUTES |
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Settlement of disputes
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Registered Societies Appeal Tribunal
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Case Stated on question of law
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PART VIII |
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RECONSTRUCTION OF SOCIETIES |
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Methods of reconstruction
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Conversion
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Conversion effective upon issue of certificate
of registration by Director
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Amalgamation of Societies
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Transfer of assets of Societies
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Claims of objecting creditors
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Division of Society into two or more
Societies
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Effect of registration of Societies
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PART IX |
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WINDING UP AND ANCILLARY MATTERS |
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Winding up
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Winding up by virtue of reduced
membership
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Voluntary winding up
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Power of Director pursuant to a winding up
order
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Powers of liquidator
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Power of Director to control liquidator
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Cancellation of registration consequent upon
winding up
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Disposal of surplus assets
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Power of Director to surcharge Officers etc.
of a society
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Attachment of Property
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Enforcement
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Limitation or jurisdiction of Civil
Court
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PART X |
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APEX BODY |
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Establishment and Constitution of Apex
body
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Functions of Apex Body
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Management
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Consultation of Director of Societies
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PART XI |
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CREDIT UNIONS |
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Interpretation
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Application of this part
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Restriction
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Reserves and Allowances
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Loan Approval
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Security for Loans
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Loan Limits
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Reporting Loans
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Interest on Loans
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Deposits
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Credit Union not bound to see trust
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Credit Committee
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Duties of Credit Committee
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Removal by membership of Credit
Committee
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Officer to approve loan
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Credit Committee Reports
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Removal by Members
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Supervisory Committee
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Duties
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Removal by Membership of Supervisory
Committee
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Clerks
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Misappropriation Etc.
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Meetings
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Removal by members
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PART XII |
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CONSUMER'S SOCIETIES |
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Interpretation
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Application of this part
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Restrictions of Directorship
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Reserve
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PART XIII |
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HOUSING SOCIETIES |
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Interpretation
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Application of this part
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Relationship with members
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Bye-laws not to be amended without consent of
Director
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Bye-laws
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No Interest on Share Capital
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Reserves
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Non-application of Landlord and Tenant
Act
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Right to possession terminated
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Abandoned Goods
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PART XIV |
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INDUSTRIAL SOCIETIES |
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Interpretation
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Application
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Member Employee
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Workers Bye-laws
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Restriction on registration
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Bonus Eased
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Employees may be Directors
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PART XV |
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FORMER-ACT SOCIETIES |
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Former-Act Society
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Effect of corporate instrument
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Continuation as Society
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Amending Instrument
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Bye-laws
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Certificate of continuance
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Preservation of Society
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Non-Continuance
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Effect of earlier references
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PART XVI |
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OFFENCES |
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Corrupt Practices and Bribery
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Falsely obtaining property of Society
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Failure to comply with the Act, etc.
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Dealing in property subject to charge
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Offences with respect to reports
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Penalty for offences not otherwise provided
for
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PART XVII |
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MISCELLANEOUS |
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Appeals
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Evidence of documents and of entries in
books
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Exemption from Stamp Duties and other
fees
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Non-application of certain Acts
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Regulations
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Repeals
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Exemption From Stamp Duty
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Power To Amend Bye-laws
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TRANSITIONAL |
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Societies Deemed To Be Registered
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No. 15 of 2005 |
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AN ACT RESPECTING THE REGISTRATION, |
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SUPERVISION AND MANAGEMENT OF |
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CO-OPERATIVE SOCIETIES, THE MEMBERS OF |
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WHICH HAVE A COMMON BOND OF PHILOSOPHY |
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AND SOCIAL AND ECONOMIC OBJECTIVES |
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Enacted by the Parliament of The Bahamas. |
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1.
This Act maybe cited as the
Co-operative Societies Act, 2005.
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Short title. |
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2.
In this Act -
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Interpretation. |
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"Apex Body" means a National League or other like body for co-operatives established for the purposes of section 115; |
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"board" means the board of directors or other directing body to whom the management of the affairs of a society is entrusted; |
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"bonus" means the equitable return to a member of a co-operative society from net profits after the payment of reserves and dividends in proportion to the production of goods and services by the co-operative during the preceding financial year; |
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"bye-laws" means the registered bye-laws made by a society pursuant to this Act and includes a registered amendment to the bye-laws; |
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"co-operative society" means a body corporate registered under this Act which has as its object the operation of any enterprise or service on a co-operative basis or on a basis which, in the opinion of the Director of Societies is substantially similar to a co-operative basis; |
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"deposits" means savings placed with a society that may be withdrawn on demand; |
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"director" means a member of the board of a co-operative society; "Director of Societies" means that person appointed under section 6; |
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"dividend" means a payment made to members from the net surplus subsequent to retained earnings becoming positive and statutory reserves having been deducted; |
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"equity shares" means those shares held by a member that are in excess of the qualifying shares, the value of which are prescribed by bye-laws; |
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"management" means persons who are employed by the board to manage, or such committee so designated by the board; |
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"Minister" means the Minister responsible for co-operatives; |
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"patronage refund" means the returns to members from net profits, allocated in proportion to the volume of business each individual has done with the cooperative during the financial year; |
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" provisional directors'" means members of the Steering Committees who will hold office after registration, and until the hoard of directors are elected at the first annual general meeting; |
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"qualifying shares" means the minimum number of shares required for membership in a registered society, such minimum to be prescribed by the bye-laws; and |
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"society" or "registered society" means a co-operative registered under this Act. |
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3.
In this Act, a reference to
the Registrar General shall also be construed as a reference to any
other public officer who has the responsibility
for the receipt and
registration of documents relating to registered societies.
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Reference to Registrar General. |
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4.(1)
This Act applies to societies
which are registered under this Act or deemed, by virtue of section
187 to be registered under this
Act.
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Application of Act and use of the word "Co-operatives". |
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(2)
No person other than a
registered society shall trade or carry on business under any name
or title of which the word "Co-operative"
or "Co-operation" or any
abbreviation thereof or the words "credit union" or "credit unions"
or any abbreviation thereof, is a part.
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5.
For the purposes of this Act,
a society conforms to the co-operative principles if -
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Co-operative principles. |
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(a)
no member or delegate has more
than one vote;
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(b)
no member or delegate is entitled
to vote by proxy;
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(c)
its business is carried on
primarily for the benefit of its members;
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(d)
its membership is voluntary and
available without any artificial restriction or any unlawful basis
of discrimination to any person
who can use its services and is
willing to accept the responsibilities of membership;
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(e)
the limit on the interest or
dividends on share capital that it pays does not exceed the
prescribed rate;
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(f)
any surplus or savings out of the
co-operative's operations is used for one or more of the following
purposes -
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(i)
to develop its business;
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(ii)
to provide or improve common
services to members;
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(iii)
to be distributed among members
in proportion to their patronage with the society;
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(iv)
to educate its members, officers
or employees or the general public in the principles and techniques
of economic and democratic co-
operation;
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(v)
to be contributed to non-profit
charitable benevolent organisations;
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(vi)
to be contributed to equity
until total equity equals 10% of total assets; and
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(vii)
co-operation with other
co-operatives is pursued.
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PART I |
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REGISTRATION OF SOCIETIES |
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6.(1)
There shall be a Director of
Societies who shall perform such functions and shall have such
powers as prescribed by this Act.
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Director of Societies and Staff. |
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(2)
The Director of Societies
shall have such professional and administrative staff as are
determined by the Minister.
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7.(1)
The Director of Societies
shall perform the following functions -
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Functions of Director of Societies. |
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(a)
the registration of all
societies;
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(b)
the supervision of all
societies;
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(c)
the initiation and encouragement
of organised activities for the development of societies;
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(d)
the management of the Department
of Co-operative Development; and
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(e)
ensuring that records arc kept
up-to-date and that reports from societies are current.
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(2)
The Director of Societies may,
in writing delegate a function specified in subsection (1) other
than the function specified in paragraph
(e), to an individual or
organization and a function so delegated shall be performed in such
a manner as the Director of Societies
may determine.
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8.(1)
No society may commence or
continue business unless it is registered under this Act.
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Application for Registration. |
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(2)
Subject to subsection (3), an
application for registration under this Act must be submitted to
the Director of Societies in the prescribed
form.
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(3)
An application for
registration under this Act must be signed -
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(a)
in the case of a society of which
no member is a registered society by at least ten members who
satisfy the requirements for membership;
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(b)
in the case of a society of which
a member is a registered society, by an authorised person on behalf
of every such registered society,
and where all the members of the
society are not registered societies by at least ten other
members;
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(c)
in the case of a society of which
all the members are registered societies by at least two such
societies.
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(4)
An application made pursuant
to subsection (1) shall be accompanied by -
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(a)
three copies of the proposed
bye-laws of the society;
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(b)
the prescribed application fee;
and
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(c)
such other information with
respect to the society as the Director of Societies may
require.
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9.(1)
Subject to subsections (2) and
(3), no group may be registered or no society having been
registered may continue to be so registered
under this Act -
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Conditions for registration. |
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(a)
unless its membership consists of
individuals who are fifteen years and older;
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(b)
unless it is considered to be
economically viable by the Director, having assessed the demand for
its proposed services, the potential
size of the society, the
capital base and the membership use;
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(c)
unless there is conformity among
membership, none of which is another society, with all co-operative
principles as set out in section
5;
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(d)
unless the word "co-operative"
forms a part of the name of each such society, and a society whose
membership falls within the description
contained in subsection (2)
is called a junior co-operative society;
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(e)
unless the word "limited" is the
last word of the name of a society to be registered with limited
liability;
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(f)
if the name of the society is
identical with that of another registered society or which so
nearly resembles that name as to be likely
to mislead the members
of the public as to its identity;
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(g)
unless it has and maintains an
address to which all notices and communications may be sent;
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(h)
unless its bye-laws arc in
conformity with this Act; and
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(i)
unless, within a reasonable time
after the issue of the certificate of registration, the society
paints or affixes its registered
name in letters easily legible in
a conspicuous position on the outside of every office or place in
which the business of the society
is carried on.
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(2)
Notwithstanding subsection
(1), the Director of Societies may register as a Junior
Co-operative or Junior Society, a group, the substantial
majority
of whose members are under the age of fifteen years.
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(3)
In the case of a producer or
service co-operative its membership must consist of at least ten
members and in the case of a credit
union, its membership must
consist of at least thirty members.
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10.(1)
Once the Director of Societies
is satisfied that the application is made in accordance with this
Act, he shall register the society
and its bye-laws and issue that
society with a certificate of registration in the prescribed
form.
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Registration of a Society. |
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(2)
The Director of Societies
shall cause the name under which a society is registered-
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(a)
to be published in the Gazette;
and
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(b)
to be noted in the register known
as the "Register of Societies" and which shall be kept at the
office of the Director of Societies.
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(3)
Where the Director of
Societies refuses to register a society he shall give the applicant
reasons in writing for the refusal.
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11.(1)
A society comes into being on
the date inscribed on the certificate of registration.
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Effect of registration. |
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(2)
A certificate of registration
issued by the Director of Societies to a society is admissible in
evidence as conclusive proof that
the society named in the
certificate is registered pursuant to this Act and has complied
with all the requirements for registration
under this Act.
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(3)
A society registered under
this Act has the capacity to carry on its business in accordance
with its bye-laws.
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(4)
No society may engage in any
business other than that which is connected with its objectives or
which is reasonably incidental thereto.
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12.
The registration of a society
shall render it a body 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
purposes of its bye-laws.
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A Society to be a body corporate. |
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13.
A society registered under
this Act shall conform to the co-operative principles as set out in
section 5.
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Society to conform to co-operative principles. |
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14.(1)
Every society shall have its
certificate of registration prominently displayed at its registered
address.
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Display of certificate. |
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(2)
Without prejudice to
subsection (1), there shall be made available at all reasonable
times at the registered address of the society
-
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(a)
a copy of this Act and any
regulations made thereunder;
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(b)
a copy of the bye-laws of the
society; and
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(c)
the register of members and such
other records as may be prescribed.
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15.(1)
Subject to this Act, the
Director of Societies may by order in writing suspend the
registration of a society if the Director of Societies
is satisfied
that -
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Suspension and cancellation of registration. |
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(a)
the society is in breach of any
condition of registration;
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(b)
the society is in breach of any
requirement of section 13 or 14;
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(c)
the society or any officer, board
or committee member thereof has failed or refused to comply with
any obligation imposed by this
Act, the regulations or bye-laws;
or
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(d)
the society or any officer, board
or committee member thereof has failed or refused to comply with
any order or request made by the
Director of Societies under this
Act.
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(2)
The Director of Societies may
by order in writing cancel the registration of any registered
society if -
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(a)
at any time it is proven that the
number of members has been reduced to less than thirty members who
are above the age of fifteen
years in the case of credit unions and
ten for other co-operatives;
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(b)
it is proven that the
registration has been obtained by fraud or mistake, but
cancellation under paragraph (a) shall not apply to
a society which
includes among its members one or more registered societies.
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(3)
An order under subsections (1)
or (2) shall take effect from the date of the order.
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(4)
No suspension or cancellation
may be made by the Director of Societies until he has given the
society an opportunity to be heard,
and any suspension may not
exceed twelve months.
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(5)
Where after a period of
suspension a society has not rectified the circumstances leading to
its suspension, the Director of Societies
may cancel the
registration of that society.
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(6)
Where the registration of a
society is cancelled by order under this section the society shall,
except for the purpose of winding
up, cease to exist as a body
corporate from the date on which the order takes effect.
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16.(1)
Every society shall be
directed by a board which shall be constituted in accordance with
the bye-laws of the society.
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Board of Directors. |
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(2)
A person may not constitute
part of the management of a society who -
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(a)
has been sentenced by a court in
any country for any offence involving dishonesty and has not
received a full pardon for that offence;
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(b)
is in default of debts owed to a
society or compounds with his creditors; or
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(c)
is or becomes bankrupt.
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17.(1)
Without prejudice to section
16, the members of a society in each year shall -
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Committees. |
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(a)
elect members to fill the
vacancies on the supervisory committee; and
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(b)
elect the majority of the members
of the credit committee.
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(2)
"the Board shall appoint at
least one member of the credit committee.
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(3)
Without prejudice to
subsection (1), the hoard of a society may establish committees for
the more efficient management of various
aspects of the business or
affairs of the society.
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(4)
A committee established for
the purposes of subsection (3) may consist of a member of the board
and other members of the society.
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18.
General meetings of members
must be held in The Bahamas -
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General Meetings. |
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(a)
at the place provided in the
bye-laws; or
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(b)
where the bye-laws contain no
provision, at the place determined by the directors.
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19.(1)
This section does not apply to
a society that is continued pursuant to this Act.
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Organisation of meeting. |
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(2)
The provisional directors
shall hold a meeting as soon as possible after the issue of the
society's certificate of registration.
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(3)
The provisional directors may,
at the meeting mentioned in subsection (2) -
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(a)
pass resolutions establishing
policies of the society;
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(b)
adopt forms of corporate
records;
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(c)
authorise the issue of
securities;
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(d)
appoint officers;
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(e)
appoint an auditor to hold office
until the first general meeting of the members;
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(f)
make banking or other financial
arrangements;
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(g)
appoint authorised signing
officers;
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(h)
adopt operating policies;
and
|
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(i)
transact any business in addition
to that described in paragraphs (a) to (h).
|
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(4)
A provisional director may
call the meeting of directors mentioned in subsection (2) by giving
not less than five days' notice of
the meeting to each provisional
director, stating the time and place of the meeting.
|
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(5)
The notice mentioned in
subsection (4) maybe waived where all provisional directors are in
attendance at the meeting of provisional
directors.
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20.(1)
Within one month of the date
of its registration, a society shall hold a general meeting at
which all members are entitled to be present
and to vote and this
general meeting shall be considered its first annual general
meeting.
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First annual meeting. |
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(2)
Notwithstanding subsection
(1), where the directors apply to the Director of Societies, he may
extend the time for holding the general
meeting.
|
||
(3)
The business at the first
annual general meeting mentioned in subsection (1) must include
-
|
||
(a)
the adoption of the
bye-laws;
|
||
(b)
the election of directors;
and
|
||
(c)
the appointment of an
auditor.
|
||
(4)
A society shall hold an annual
general meeting in each year not later than five months after the
end of the financial year of the
society and within thirty days
after acceptance by the board of directors of the annual audited
financial report.
|
||
(5)
The annual financial report
must be made available to members at least seven days prior to the
annual general meeting.
|
||
(6)
The bye-laws may provide for
holding semi-annual or other periodic meetings.
|
||
21.(1)
The directors may, at any
time, call a special meeting of members..
|
Special meetings. |
|
(2)
Subject to subsection (3), the
directors shall call a special meeting of the members on receiving
a written request, specifying the
purpose of the meeting, from such
number of members as may be specified in the bye-laws.
|
||
(3)
The directors shall call the
special meeting mentioned in subsection (2) within twenty days of
receiving the written request and the
special meeting is required
to dispose of the specific business outlined in the request.
|
||
(4)
The Director of Societies may
call a special meeting of the society -
|
||
(a)
for the purpose of reporting to
the members the results of any audit, examination or other
investigation of the society's affairs
ordered or made by him;
or
|
||
(b)
where the society fails to hold
an annual general meeting in accordance with subsections (1) or (2)
of section 20, for the purpose
of enabling members to secure any
information regarding the affairs of the society that they are
entitled to receive pursuant to
this Act and to deal with any
matters affecting the society.
|
||
22.(1)
A society shall give at least
ten days' notice of an annual or special meeting to its members
-
|
Notice of meetings. |
|
(a)
by sending the notice by mail to
the members at the address given in the register of members;
|
||
(b)
by publishing the notice in not
less than two issues of a newspaper circulated in The Bahamas and
posting the notice in a place that,
in the opinion of the
directors, is prominent and accessible to members; or
|
||
(c)
by way of electronic media.
|
||
(2)
Notwithstanding any other
provision of this Act, where a society is required to send a
statement, agreement, proposal or other document
to its members
with a notice of a meeting and decides to publish the notice of a
meeting in a newspaper pursuant to paragraph (1)(b),
the society
shall -
|
||
(a)
in the notice, inform the members
of the document, giving a description of the document that, in the
opinion of the directors, is
adequate to describe its nature;
and
|
||
(b)
make a copy of the document
available to any member or delegate who requests it.
|
||
(3)
The notice of any special
meeting must specify the purpose for which the meeting is being
called.
|
||
(4)
The proceedings or the
business transacted at a general meeting are deemed not to be
invalidated by reason only of the non-receipt
by a member of notice
of the meeting.
|
||
23.(1)
Subject to subsection (2), for
the purpose of determining members -
|
Record date. |
|
(a)entitled to receive payment of a bonus or
dividend;
|
||
(b)entitled to participate in a distribution on liquidation;
the directors may fix in advance a date as the record date for the
determination
of members.
|
||
(2)
The record date mentioned in
subsection (1) is not to precede by more than fifty days the
particular action to be taken.
|
||
(3)
Subject to subsection (4), for
the purpose of determining members entitled to receive notice of
and to vote at a general meeting,
the directors may fix in advance
a date as the record date for the determination of members.
|
||
(4)
The record date mentioned in
subsection (3) is not to precede by more than fifty days nor less
than eleven days the date on which
the meeting is to be held.
|
||
(5)
Where the directors do not fix
a record date -
|
||
(a)
the record date for the
determination of members entitled to receive notice of and to vote
at a general meeting is -
|
||
(i)
the close of business on the day
immediately preceding the day on which the notice is given;
or
|
||
(ii)
if no notice is given, the day
on which the meeting is held; and
|
||
(b)
the record date for the
determination of members for any purpose other than that described
in paragraph (a) is deemed to be at the
close of business on the
day on which the directors plan a resolution relating to that
purpose.
|
||
24.(1)
Subject to subsection (2), the
quorum at any annual, general or special meeting of members is that
fixed by regulations.
|
Quorum. |
|
(2)
Where a quorum is not present
one hour after the time fixed for the commencement of an annual
general or special meeting of members,
the Director of Societies
shall summon a meeting at a time and place as the Director of
Societies may determine but that meeting
shall not be held less
than fourteen or later than thirty days after the date of the
originally scheduled meeting.
|
||
(3)
At a meeting summoned by the
Director of Societies pursuant to subsection (2) any number of
members present at such meeting shall
constitute a quorum.
|
||
25.(1)
Where the bye-laws of a
society provide for the nomination and appointment of delegates to
a general meeting -
|
Delegates. |
|
(a)
the delegates shall exercise the
powers of membership at any annual or special meeting; and
|
||
(b)
any reference in this Act with
respect to the exercise of any power mentioned in paragraph (a)
shall be construed as a reference to
delegates.
|
||
(2)
The members who elect
delegates may, at a special meeting called for that purpose or at
an annual general meeting -
|
||
(a)
remove the delegates in any
manner provided for in the bye-laws; or
|
||
(b)
notwithstanding subsection (1),
amend the bye-laws to eliminate the nomination and appointment of
delegates.
|
||
PART II |
||
RIGHTS AND LIABILITIES OF MEMBERS |
||
26.(1)
A person, other than a
registered society, qualifies for membership of a society of his
choice if that person -
|
Qualifications for membership. |
|
(a)
is either a citizen or a resident
of The Bahamas;
|
||
(b)
has attained the age of
fifteen;
|
||
(c)
is of sound mind;
|
||
(d)
has with the other members of the
society some common bonds of philosophy, occupation or association
or of residence in a defined
neighborhood or district; and
|
||
(e)
in the case of a Junior
Co-operative, is a member of a school, youth club or any other like
organization.
|
||
(2)
Subject to the approval of the
Director of Societies -
|
||
(a)
a registered society may be a
member of a society; or
|
||
(b)
a person may be a member of more
than one society with similar objectives.
|
||
(3)
A purchaser under any
execution or any other person succeeding by operation of law or
otherwise to the share or interest of another
member in a society
shall not be entitled to membership by virtue only of such purchase
or transfer.
|
||
(4)
A person, including a minor,
who is duly admitted membership shall enjoy all the rights of that
society and shall be subject to all
the liabilities of membership
and any other liabilities existing in law.
|
||
(5)
Without prejudice to anything
contained in this section, provision may be made in the bye-laws of
a society respecting membership.
|
||
27.
An application for membership
of a society must be submitted to the board of the society in the
approved form.
|
Application for membership. |
|
28.(1)
No person may exercise the
rights of membership of a society unless and until he has paid the
prescribed membership fee and has satisfied
any other requirement
which may be prescribed by the bye-laws.
|
Membership fees and membership register. |
|
(2)
A registered society shall
keep a register of members and shares in which shall be recorded
-
|
||
(a)
the names and addresses of
members and the number of shares held by each member; and
|
||
(b)
the date on which each member
became a member, and the date if any, on which he ceased to be a
member.
|
||
29.(1)
A member of a society may at
any time withdraw from membership on such condition as may be
prescribed by the bye-laws or regulations.
|
Withdrawal of membership. |
|
(2)
Withdrawal from a society
shall be by written notice addressed to the secretary of the
board.
|
||
(3)
Withdrawal from a society does
not affect any existing liability of the member of the
society.
|
||
30.(1)
There shall be no voting by
proxy and subject to any provision in the bye-laws relating to the
voting rights of members who are themselves
other societies, a
member of a society shall have one vote except where such member is
the Chairman of any meeting of the society
in which case if there
is an equality of votes he shall have a casting vote in addition to
his original vote.
|
Voting rights. |
|
(2)
A society that is a member of
another society shall exercise its voting rights in that other
society through one of its members duly
appointed in that
behalf.
|
||
31.(1)
Subject to this Act, the
liability of a current member of a society is limited to the paid
up amount of his qualifying and equity
shares.
|
Liability of current and past members. |
|
(2)
The liability of a past member
or the estate of a deceased member for the debts of a society as
they existed on the date on which
such member ceased to be a member
or died shall continue for a period of two years after the
cessation of membership or death.
|
||
PART III |
||
BUSINESS OF SOCIETIES |
||
32.(1)
A registered society with a
share capital may sell shares to its members but such shares shall
have their par value set out in the
bye-laws of the society.
|
Shares. |
|
(2)
Unless a society is required
by law to have limited shareholding, a society shall have an
unlimited number of equity shares.
|
||
(3)
A society shall sell its
shares at their par value.
|
||
(4)
A society shall issue
qualifying shares, and may issue equity shares.
|
||
(5)
A share in a society is
personal property and a shareholder is entitled to an annual
statement showing the number of shares that he
owns.
|
||
33.
Where the liability of the
members of a society is limited by shares, no member, except where
a registered society is a member of
that society, may hold more
than one-fifth of the outstanding paid up shares of that
society.
|
Limitations on shareholding. |
|
34.
Where a member of a society
fails to transact business with that society for a period of one
year, that member's qualifying shares
and deposits accounts may be
transferred to a dormant account that may be reactivated in a
manner prescribed by regulations.
|
Dormant Accounts. |
|
35.(1)
A share may be transferred to
any other member at the option of the transferor, but where the
transferee is not a member, the board,
or the general meeting,
according to the bye-laws relating to the admission of members must
approve that transfer before the transfer
can be registered.
|
Transfer of shares generally. |
|
(2)
A transfer of shares shall be
effected in such form as the Director of Societies
determines.
|
||
(3)
No transfer of a share shall
be valid and effective unless and until such transfer has been
registered by the Secretary on the direction
of the board.
|
||
(4)
No transfer of a share shall
be registered without the written permission of the board where
that transfer is made by a member indebted
to the registered
society, and where that transfer of a share is registered by the
transferee, any claim by the society upon the
transferor is not
affected by the transfer.
|
||
36.(1)
Where a member or person
claiming through a registered society is of unsound mind or is
incapable of managing his affairs and no committee.
receiver or
guardian has been appointed, the society may. subject to this
section and section 35, transfer the share or interest
of such
member to any person nominated by such member for the purposes of
section 39 or may pay to the person nominated a sum representing
the value of the share or interest of such member ascertained in
accordance with subsection (5).
|
Transfer of shares of a member who is of unsound mind. |
|
(2)
Subject to subsection (3), if
no nominee has been appointed, the society may pay a sum
representing the value of the member's share
or interest to the
Registrar of the Supreme Court.
|
||
(3)
If the value of the share or
interest does not exceed five hundred dollars, the board may,
subject to any conditions it thinks fit,
pay the whole or any
portion of such sum to the person who appears to have the care of
such member or the management of his affairs.
|
||
(4)
A transfer and payment made by
a registered society in accordance with this section shall be valid
and effective against any demand
made upon the society by any
person.
|
||
(5)
For the purposes of this
section, the value of any share or interest (including group
insurance, where applicable) shall be represented
by the sum
actually paid for that share or interest by the member holding it
unless the bye-laws of the society otherwise provide.
|
||
37.(1)
A registered society has a
lien on the shares or amount outstanding to the credit of a member
or his legal representative for a debt
due by that member or
shareholder to that society.
|
Lien on shares. |
|
(2)
A registered society may
enforce a lien mentioned in subsection (1) in the manner set out in
its bye-laws.
|
||
(3)
The board may, in default of
payment by any member indebted to a registered society, apply the
sum paid up for the time being on any
equity shares or deposits
held by the member in or toward the discharge of the debt so due
and in any expense in or about the same,
and the defaulting member
shall cease to have any further claim in respect of such shares and
or deposits.
|
||
38.(1)
Subject to subsection (2), the
transfer of a share or interest of a member or deceased member in
the capital of a society shall be
subject to such conditions as may
be prescribed by or under this Act.
|
Restriction on transfer of shares or interest in capital. |
|
(2)
No share or interest or any
part thereof in the capital of a society may be transferred unless
the transfer is made to a member thereof
or to a person whose
application for membership has been accepted.
|
||
39.(1)
A member of a society may, by
instrument in writing signed by such member in the presence of two
attesting witnesses and delivered
at or sent to the registered
office of the society during the lifetime of such member or made in
any book kept at the registered
office, nominate any person to or
among whom there shall be transferred at his death such property in
the society of which he is
the owner at the time of his death, or
as may have accrued thereon, whether in shares, or deposits, or so
much thereof as is specified
in such nomination if the nomination
does not comprise the whole.
|
Power of nomination. |
|
(2)
A nomination made pursuant to
subsection (1) may be revoked or varied by a subsequent nomination,
signed, attested and delivered or
sent or made as aforesaid, or by
any similar document in the nature of a revocation or variation
signed by the nominator in the presence
of two attesting witnesses
and delivered, sent or made as aforesaid but any such nomination
may not be revoked or varied by the will
of the nominator or by any
codicil thereto.
|
||
(3)
All nominations and all
revocations or variations thereof delivered or sent to a society
shall be recorded in a book kept at the registered
office of the
society.
|
||
40.(1)
Where a person has been
nominated as beneficiary by a member in accordance with the
bye-laws of a society and such nominee is admitted
to membership in
that society, the society shall within one year of the death of the
member by whom the nomination was made, transfer
the share or
interest of the deceased member to the limit specified in
subsection (4) to the nominee.
|
Transfer of Share or Interest on death of member. |
|
(2)
Where no nominee is admitted
to membership in the society or where the deceased member made no
such nomination, the society shall
within one year of the death of
such deceased member pay to the nominee or legal personal
representative of the deceased member as
the case may be, such sum,
not exceeding the said limit, representing the value or part
thereof of the deceased member's shares or
interest in the
society.
|
||
(3)
Nothing in this section shall
be construed as prohibiting a nominee who has been admitted to
membership from electing to receive payment
representing the value
of the deceased member's shares or interest instead of accepting a
transfer.
|
||
(4)
Subject to section 31, and
unless prevented by order of a court of competent jurisdiction, a
society shall pay such nominee or legal
personal representative as
the case may be, the sum due to the deceased member from the
society.
|
||
41.(1)
A registered society which has
as one of its objects the disposal of any article or produce
obtained by the work or industry of its
members, may by its
bye-laws or otherwise contract with its members -
|
Disposal of produce through society. |
|
(a)
that every such member who
produces any such article shall dispose of the whole or any
specified amount, portion or description thereof
to, or through the
society;
|
||
(b)
that any member who is proved or
adjudged to be guilty of a breach of the bye-laws or contract shall
pay to the society liquidated
damages in a sum ascertained or
assessed in such manner as maybe prescribed in the bye-laws.
|
||
(2)
In the event of any breach or
the intended breach by a member of any registered society of any
provision of a contract made in accordance
with this section, such
society shall be entitled to an injunction to restrain such member,
his agent and servants from selling or
delivering the agricultural
or manufactured products otherwise than in accordance with the
contract and to a decree of specific performance
of the said
contract by such member.
|
||
(3)
Pending the adjudication of
any action brought by any society under this section and upon
ex-parte application to the Supreme Court
and upon evidence by
affidavit of the breach or threatened breach and upon giving of
suit or under-taking of security as may be approved
by the Supreme
Court, the society shall be entitled to an interim injunction
restraining such breach or threatened breach.
|
||
(4)
A contract entered into under
this section shall not be questioned in any court on the ground
only that it is a contract in restraint
of trade.
|
||
42.(1)
A person to whom money has
been lent by a society or who is otherwise indebted to the society
may be required to create a charge in
favour of the society in such
form as may be prescribed.
|
Creation of charge in favour of society. |
|
(2)
A charge shall, so long as it
continues in force, confer on the society the following obligations
-
|
||
(a)
the right upon the happening of
any event specified in the charge as being an event authorising the
chargee to seize the property
subject to the charge to take
possession of any property so subject;
|
||
(b)
after an interval of five clear
days or such less time as may be specified in the charge from the
date of taking possession of any
property subject to the charge, to
sell such property either by auction or, if the charge so provides,
by private treaty and either
for a lump sum or payment by
installments;
|
||
(c)
to apply the proceeds of sale in
or towards discharge of the debt secured by the charge and the
costs of seizure and sale and to pay
any surplus of such proceeds
to the member whose property was sold.
|
||
(3)
A charge shall, so long as it
continues in force, impose on the member the obligation to pay to
the society towards the discharge
of his indebtedness the proceeds
of sale of any property comprised in the charge or any money
received under a policy of insurance
or by way of compensation in
respect of any such property, except insofar as the charge
otherwise allows.
|
||
(4)
For the avoidance of doubt, it
is hereby declared that a charge under this section is not a bill
of sale within the meaning of the
Sale of Goods Act.
|
Ch. 310. |
|
43.(1)
A charge created under section
42 shall be duly executed if the person to whom money has been lent
signs four copies of the document evidencing the charge in the
presence
of -
|
Execution and registration of charge. |
|
(a)
the Secretary of the society
and/or;
|
||
(b)
the manager or loan officer of
the society.
|
||
(2)
The Secretary shall file one
copy of the charge, transmit one copy to the Registrar General, one
copy to the Director of Societies,
and deliver one copy to the
member.
|
||
(3)
The Registrar General shall
keep a book to be known as the "Registered Societies Charges Book"
in which he shall register every charge
transmitted to him by the
society, and issue to the society a certified copy of the
registration.
|
||
(4)
The registration of a charge
under subsection (3) shall constitute a first charge and security
in favour of the society and shall
be deemed to affect with notice
any person dealing with property comprised in the charge.
|
||
(5)
Where a loan or other
indebtedness in respect of which a charge was created is
discharged, the Secretary, manager or loan officer
of the society
shall -
|
||
(a)
cause four copies of a document
to that effect to be prepared indicating that the charge has been
discharged;
|
||
(b)
file one copy of such document
and transmit one copy to the Registrar General who shall forth-with
make an entry of satisfaction in
the Registered Societies Charges
Book; and
|
||
(c)
deliver one copy to the Director
of Societies and one copy to the member.
|
||
(6)
Any person may, on payment of
the prescribed fee, inspect the Registered Societies Charges Book
and take extracts therefrom.
|
||
(7)
Notwithstanding anything
contained in this section, every charge subsisting at the
commencement of this Act in favour of a registered
society, shall
be deemed to be registered in the Registered Societies Charges Book
and any such charge shall, without prejudice to
anything contained
therein, have the same force and effect as a charge created under
this Act.
|
||
44.
Nothing in section 42 shall
affect -
|
Claims etc. not affected by section 42. |
|
(a)
any claim of the Government in
respect of taxes or money recoverable as such or of a landlord in
respect of rent or money recoverable
as rent;
|
||
(b)
the rights of any bona fide
purchaser for value without notice of the charge; or
|
||
(c)
the rights of any prior
charge.
|
||
45.(1)
Subject to any claim in
respect of debts due to the Government or to a landlord in respect
of rent or any money recoverable as rent,
any debt or outstanding
demand to a society by a member or past member shall
notwithstanding anything contained in section 42 be
a first charge
-
|
Prior claim in favour of society. |
|
(a)
upon the crops or other
agricultural produce whether standing or severed, raised in whole
or in part with the loan from the society
by such member or past
member; and
|
||
(b)
upon any cattle or other
livestock, fodder for the same, agricultural or industrial
machinery or implements, or raw materials for
use in manufacture or
handicraft, or buildings used for the purposes of agriculture or
industry, or fishing or fish processing equipment
supplied to or
purchased by such member or past member in whole or in part from
any loan whether in goods or money granted him by
the
society.
|
||
(2)
Any person dealing with any of
the property specified in subsection (1) shall be deemed to have
notice of such first charge and all
such dealing shall be subject
to the charge and priority created by this Act.
|
||
46.
A society may enforce a charge
by applying to a Magistrate of the district in which the member
resides or carries on business or where
the property subject to the
charge is situated for a warrant of distress by certifying under
seal to the Magistrate the amount due
and particulars of the
property so charged and the Magistrate shall issue a warrant of
distress and may order the sale of the property
by public auction
or private treaty.
|
Enforcement of a charge. |
|
47.(1)
A society may borrow from any
other society or from any bank approved by the Director of
Societies on the security of any charge executed
and registered in
accordance with section 43 and may for this purpose assign any such
charge to the other society or bank.
|
Assignment of a charge. |
|
(2)
An assignment of a charge
under this section shall be registered in the same manner as a
charge under section 43 and that section
shall apply mutatis
mutandis to an assignment of a charge so registered.
|
||
(3)
An assignment or charge when
registered shall operate as a first charge in favour of the
assignee subject to section 36.
|
||
(4)
Where any charge is assigned
to a society established with the object of facilitating the
operations of other societies, that society
may borrow from any
bank approved by the Director of Societies and for this purpose may
re-assign any such charge to such bank and
subsections (2) and (3)
shall apply mutatis mutandis to such re-assignment.
|
||
48.(1)
A society may require a member
or officer to give a bond with or without surety as additional
security for repayment of any loan and
any condition thereby
imposed on the member or officer relating to the payment of capital
and interest shall be strictly observed
and performed and on breach
of any such condition the bond shall be forthwith forfeited.
|
Bond as additional security for loan. |
|
(2)
Section 47 relating to the
assignment of charges shall apply mutatis mutandis to the
assignment of bonds.
|
||
PART IV |
||
DIRECTORS AND OFFICERS |
||
49.(1)
On registration of the
society, the individuals whose names appear in the application for
registration as having been appointed and
having consented to act
as provisional directors -
|
First directors. |
|
(a)
are deemed to have all the powers
and duties of directors; and
|
||
(b)
shall hold office until the first
general meeting.
|
||
(2)
After the first general
meeting, the directors must be appointed in accordance with the
Act, the regulations and the bye-laws.
|
||
50.(1)
Subject to this Act, the
regulations and the bye-laws, the board of directors, however
designated, shall -
|
Directors' powers. |
|
(a)
exercise the powers of the
society directly or indirectly through the employees and agents of
the society; and
|
||
(b)
direct the management of the
business and affairs of the society.
|
||
(2)
All directors must be citizens
or residents of The Bahamas.
|
||
51.(1)
The board of directors may,
from time to time -
|
Committees. |
|
(a)
appoint from among its number any
committee it considers necessary; and
|
||
(b)
by resolution delegate to any
committee any powers that it considers necessary for the efficient
conduct of the affairs and business
of the society.
|
||
(2)
A committee of directors that
has powers delegated to it pursuant to subsection (1)(b) must
consist of at least three directors.
|
||
(3)
A member of a committee holds
office until -
|
||
(a)
his removal by resolution of the
hoard of directors;
|
||
(b)
he ceases to be a member of the
hoard of directors; or
|
||
(c)
the dissolution of the
committee.
|
||
(4)
A committee may exercise any
powers of the board of directors that are delegated to it by
resolution of the board, subject to any
restrictions contained in
the resolution.
|
||
(5)
Notwithstanding subsection
(4), no committee of directors may -
|
||
(a)
fill a vacancy among the
directors;
|
||
(b)
declare a bonus or
dividend;
|
||
(c)
approve any financial statements
of the society;
|
||
(d)
submit to the members any
question or matter requiring the approval of members; or
|
||
(e)
make decisions where this Act or
the bye-laws require a two-thirds majority or unanimous vote of the
board of directors.
|
||
(6)
A committee shall -
|
||
(a)
fix its quorum at a majority of
its members;
|
||
(b)
keep minutes of its proceedings;
and
|
||
(c)
submit to the board of directors,
at each meeting of the board, the minutes of the committee's
proceedings during the period since
the most recent meeting of the
board.
|
||
52.(1)
Subject to the regulations and
the bye-laws -
|
Election of directors. |
|
(a)
the election of directors must
take place annually at the annual general meeting, and the
directors are eligible for re-election;
|
||
(b)
the directors hold office until
the conclusion of the meeting at which their successors are
elected;
|
||
(c)
where the number of nominees
exceeds the number of directors to be elected, the election of
directors is required to be by secret
ballot;
|
||
(d)
every member has the right to
vote for the number of directors to be elected, and any ballot that
contains the names of more than
the number to be elected is
void;
|
||
(e)
where there is a vacancy on the
board of directors, and -
|
||
(i)
there is a quorum of directors,
the remaining directors may exercise all the powers of the
directors, or fill the vacancy until the
next annual general
meeting;
|
||
(ii)
there is not a quorum of
directors, the remaining directors shall call a general meeting for
the purpose of electing members to fill
any vacancies; and
|
||
(f)
where there are no directors
remaining, such number of members as may be specified in the
bye-laws, may in writing appoint directors
solely for the purpose
of calling a general meeting to elect members to fill the vacant
directorships or the Director of Societies
may call such
meeting.
|
||
(2)
Where an election of directors
required by this Act, the regulations or the bye-laws does not take
place at the proper time, the directors
then in office shall
continue in office until their successors are elected.
|
||
53.
An individual is not eligible
to be a director if he -
|
Qualifications of directors. |
|
(a)
is less than eighteen years of
age or, in the case of a junior co-operative he is less than
sixteen years of age;
|
||
(b)
is of unsound mind and has been
so found by a court in The Bahamas;
|
||
(c)
is not a member of the society or
a duly appointed representative of a member society;
|
||
(d)
has the status of a
bankrupt;
|
||
(e)
is an employee of the Department
of Co-operative Development;
|
||
(f)
is an employee of a society,
except where he is an employee in a workers' society; and
|
||
(g)
is thirty days or more in arrears
in his obligations to the society.
|
||
54.(1)
Subject to the bye-laws,
directors of a society may without authorisation of the members
-
|
Borrowing powers. |
|
(a)
borrow money on the credit of the
society;
|
||
(b)
issue, re-issue, sell or pledge
debt obligations of the society;
|
||
(c)
subject to section 48, give a
guarantee on behalf of the society to secure performance of an
obligation of any person; and
|
||
(d)
mortgage, charge, hypothecate,
pledge or otherwise create a security interest in all or any
property of the society owned or subsequently
acquired, to secure
any debt obligation of the society.
|
||
(2)
A sale, or exchange of all or
substantially all of the property of a society, other than in the
ordinary course of business of the
society, must be approved by the
members in the manner provided in subsections (3) to (8).
|
||
(3)
The directors shall send, in
the manner provided in section 21, a notice of a special meeting to
consider the sale, or exchange mentioned
in subsection (2) to each
member.
|
||
(4)
The notice mentioned in
subsection (3) must include or must be accompanied by a copy or
summary of the agreement of sale, or exchange
mentioned in
subsection (2).
|
||
(5)
At a special meeting held
pursuant to this section, the members may, by special resolution
-
|
||
(a)
authorise the sale, or exchange
mentioned in subsection (2); and
|
||
(b)
fix, or authorise the directors
to fix, any terms and conditions of sale or exchange.
|
||
(6)
Each member of the society has
the right to vote with respect to a sale or exchange mentioned in
subsection (2).
|
||
(7)
A sale or exchange mentioned
in subsection (2) is adopted when the members have approved the
sale or exchange by a special resolution.
|
||
(8)
A sale or exchange may be
abandoned by the directors where they are so authorised in a
special resolution by the members.
|
||
55.(1)
Subject to the bye-laws, where
all the directors consent, a meeting of director or a committee of
directors may be held by means of
-
|
Meeting by telephone etc. |
|
(a)
a telephone system; or
|
||
(b)
a communication facility other
than telephone, that permits all persons participating in the
meeting to hear and speak to each other,
and a person so
participating is deemed to he present at that meeting.
|
||
(2)
Unless this Act, the
regulations or the bye-laws require a meeting, a resolution of the
directors may be passed without a meeting
where -
|
||
(a)
all directors are notified in
writing, and two- thirds of them consent to the resolution in
writing; and
|
||
(b)
the consent is filed with the
minutes of the proceedings of the directors.
|
||
56.(1)
The directors shall cause
minutes to be kept of -
|
Minutes of directors. |
|
(a)
all appointments of officers and
committee members made by them;
|
||
(b)
all the names of the directors
present at each meeting of the directors; and
|
||
(c)
all resolutions and proceedings
at meetings of the society of the directors.
|
||
(2)
Every committee of the society
shall cause minutes to be kept of -
|
||
(a)
the names of the committee
members present at meetings of the committee; and
|
||
(b)
all proceedings and resolutions
of the committee.
|
||
(3)
The directors shall cause true
accounts to be kept of -
|
||
(a)
all sums of money received and
expended and matters with respect to which the receipts and
expenditures take place;
|
||
(b)
the assets and liabilities of the
society; and
|
||
(c)
every other transaction affecting
the position of the society.
|
||
57.(1)
A director of a society ceases
to hold office when he -
|
Ceasing to hold office. |
|
(a)
dies or resigns;
|
||
(b)
is removed in accordance with
section 58;
|
||
(c)
is no longer qualified pursuant
to section 53; or
|
||
(d)
acts contrary to section
66.
|
||
(2)
A resignation of a director
becomes effective at the latter of -
|
||
(a)
the time a written resignation is
sent to the society; and
|
||
(b)
the time specified in the
resignation.
|
||
58.(1)
Subject to the regulations and
bye-laws, the members of a society may, by special resolution
remove any director from office.
|
Removal of directors. |
|
(2)
A vacancy created by the
removal of a director may be filled at the meeting of the members
at which the director is removed or, where
not so filled, may be
filled pursuant to section 52(1)(e).
|
||
59.(1)
A director of a society is
entitled to receive notice of and to attend and be heard at every
meeting of members.
|
Attendance at meeting. |
|
(2)
Where a director -
|
||
(a)
resigns;
|
||
(b)
receives a notice or otherwise
learns of a meeting of members called for the purpose of removing
him from office; or
|
||
(c)
receives a notice or otherwise
learns of a meeting of directors or members at which another person
is to be appointed or elected to
fill his office, whether because
of his resignation or removal or because his term of office has
expired or is about to expire,
|
||
he is entitled to submit to the society a written statement giving the reasons for his resignation or the reasons he opposes any proposed action or resolution. |
||
(3)
A society shall immediately
send a copy of the statement mentioned in subsection (2) to the
Director of Societies and shall make available
a copy of the
statement to every member.
|
||
(4)
No society or person acting on
its behalf incurs any liability by reason only of circulating a
director's statement sent in compliance
with subsection (3).
|
||
60.
The members of a society may
amend the bye-laws to vary the number of directors, but no
amendment to decrease the number of directors
affects an incumbent
director.
|
Number of directors. |
|
61.(1)
Within thirty days after a
change in directors is made, a society shall send to the Director
of Societies a notice in the prescribed
form setting out the change
and the Director of Societies shall file the notice.
|
Notice of change in directors. |
|
(2)
Notwithstanding subsection
(1), where a society sends the annual return required from an
election at an annual general meeting within
thirty days after a
change is made in its directors, it is not required to send the
notice required in this section.
|
||
62.(1)
Subject to the bye-laws, the
directors may meet at any place, and on any notice that they
consider appropriate.
|
Meeting of directors. |
|
(2)
The president -
|
||
(a)
may call a meeting of directors
at any time; and
|
||
(b)
on the written request of at
least two directors, shall call a meeting within fourteen days of
the receipt of the request.
|
||
(3)
A majority of the directors
constitute a quorum at any meeting of directors.
|
||
(4)
Subject to the bye-laws. a
notice of a meeting of directors need not specify the purpose of or
the business to be transacted at the
meeting.
|
||
(5)
A director may in any manner
waive a notice of a meeting of directors.
|
||
(6)
For the purpose of subsection
(5), attendance of a director at a meeting of directors is not
deemed to be a waiver of notice of the
meeting, unless the director
attends the meeting for the express purpose of objecting to the
transaction of any business on the ground
that the meeting is not
lawfully called.
|
||
(7)
Where the time and place of an
adjourned meeting is announced at the original meeting, notice of
an adjourned meeting of directors
is not required to be
given.
|
||
63.
An act of a director or
officer is valid notwithstanding an irregularity in his election or
a defect in his qualification.
|
Validity of acts of directors and officers. |
|
64.(1)
No director and no member of a
committee is entitled to be paid any remuneration in connection
with his duties as a director or committee
member on behalf of a
society or his attendance at meetings.
|
Remuneration of directors. |
|
(2)
Directors and members of
committees may be reimbursed for expenses incurred by reason of the
performance of their duties and functions
as directors or members
of committees.
|
||
(3)
A society may purchase and
maintain insurance for the benefit of a director, member of a
committee, officer or employee against a
liability, loss or damage
incurred by that person while serving the society in the capacity
of director. member of committee, officer
or employee.
|
||
65.
Subject to section 70 and the
bye-laws, the directors shall fix the salary of any employees
appointed by them.
|
Remuneration of employees. |
|
66.
Every director and officer of
a society in exercising his powers and discharging his duties shall
-
|
Duty of care of directors and officers. |
|
(a)
act honestly and in good faith
with a view to the best interests of the society; and
|
||
(b)
exercise the care, diligence and
skill that a reasonably prudent person would exercise in comparable
circumstances.
|
||
67.
A director or officer, or an
associate of a director or officer, who, in connection with a
transaction relating to shares of a society
or a debt obligation of
a society, makes use of confidential information for the benefit or
advantage to himself or an associate
that, if generally known,
might reasonably be exercised to affect materially the value of the
share or the debt obligation -
|
Misuse of confidential information. |
|
(a)
is liable to compensate any
person for direct loss suffered by the person as a result of the
transaction, unless the information was
known or reasonably should
have been known to the person at the time of the transaction;
and
|
||
(b)
is accountable to the society for
any direct benefit or advantage received or receivable by him or
his associate, as the case may
he, as a result of the
transaction.
|
||
68.(1)
Where directors vote for or
consent to, a resolution authorising or approving by any other
means -
|
Liability of directors. |
|
(a)
the purchase of shares contrary
to section 76;
|
||
(b)
the payment of a dividend on
shares contrary to section 84;
|
||
(c)
the payment of a bonus contrary
to section 84;
|
||
(d)
a loan or guarantee or the giving
of financial assistance contrary to section 77;
|
||
(e)
a payment of an indemnity
described in section 69 to a director or a former director, without
the approval of the court required by
subsection (3) of that
section; or
|
||
(f)
an act not consistent with the
purpose of the society as set out in its bye-laws and with respect
to which the society has paid compensation
to a person,
|
||
the directors are jointly and severally liable to make good any loss or damage suffered by the society. |
||
(2)
On the application of a
director, the court may declare whether or not, having regard to
any of the circumstances the court considers
appropriate -
|
||
(a)
the society is insolvent;
or
|
||
(b)
the payment of a bonus or
dividend or the lending of money would make a society
insolvent.
|
||
(3)
The liability imposed in
subsection (1) is in addition to and not in derogation from a
liability imposed on a director by another
enactment or law.
|
||
(4)
For the purposes of this
section, a director who is present at a meeting of directors or of
a committee of directors is deemed to
have cast an affirmative
vote, given consent to a resolution or given the approval mentioned
in subsection (1), unless -
|
||
(a)
the director's dissent is entered
in the minutes of the meeting; or
|
||
(b)
the director's written dissent is
-
|
||
(i)
delivered to the secretary of
the meeting before its adjournment; or
|
||
(ii)
delivered or sent by registered
mail to the registered office of the society immediately after the
adjournment of the meeting.
|
||
(5)
A director who votes for a
resolution mentioned in subsection (1) is not entitled to dissent
under subsection (4).
|
||
(6)
Where a director is not
present at a meeting of directors or of a committee of directors at
which a vote, resolution or approval mentioned
in subsection (1) is
cast or given, he is deemed to have cast an affirmative vote,
consented to the resolution or given approval,
unless, within
fourteen days after becoming aware of the proceedings, the director
delivers or sends by registered mail his written
dissent to the
registered office of the society.
|
||
(7)
On receipt of a written
dissent, the Secretary of the society shall -
|
||
(a)
certify on the written dissent
the date, time and place it is received; and
|
||
(b)
keep the written dissent with the
minutes of the meeting at which the resolution was passed.
|
||
(8)
No action to enforce a
liability imposed by subsection (1) is to be commenced after five
years from the date of the meeting at which
the vote, resolution,
or the approval was taken or given.
|
||
(9)
In an action to enforce a
liability imposed in subsection (1), the court may, on the
application of the society -
|
||
(a)
join as a defendant a person who
received a benefit as a result of the resolution complained of;
and
|
||
(b)
make the person mentioned in
paragraph (a) liable to the society jointly and severally with the
directors to the extent of the amount
paid to him.
|
||
(10)
A director is not liable under
subsection (1) where he -
|
||
(a)
proves that he did not know or
could not reasonably have known that the act authorised by the
resolution was contrary to this Act,
or;
|
||
(b)
relies and acts in good faith
-
|
||
(i)
on statements of fact
represented to him by an officer of the society to be correct;
or
|
||
(ii)
on statements contained in a
written report or opinion of the auditor of the society or a
professional person engaged by the society
who is competent to give
advice in respect of the matter.
|
||
(11)
A director who is found liable
pursuant to subsection (1) is entitled to apply to a court for an
order compelling a member or other
recipient to pay or deliver to
the director any money or property that was paid, distributed to
the member, or other recipients contrary
to sections 69, 76, 77 or
84.
|
||
(12)
In connection with an
application pursuant to subsection (11) and where the court is
satisfied that it is equitable to do so, it may
-
|
||
(a)
order a member or other recipient
to pay or deliver to a director any money or property that was paid
or distributed to a member or
other recipient contrary to sections
69, 76, 77 or 84;
|
||
(b)
make any order, other than that
described in paragraph (a), that it considers appropriate.
|
||
69.(1)
Subject to subsections (2) and
(3), a society may indemnify -
|
Indemnification of directors. |
|
(a)
a director or officer of the
society;
|
||
(b)
a former director or officer of
the society; or
|
||
(c)
a person who acts or has acted at
the request of the society as a director or officer of a body
corporate of which the society is
or was a member or a creditor,
against costs, charges, and expenses including an amount paid to
settle an action or satisfy a judgement,
reasonably incurred by
that person with respect to a civil, criminal or administrative
action or proceeding to which that person
is made a party by reason
of his being or having been a director or officer of the society or
body corporate.
|
||
(2)
A society may indemnify a
director, officer, or other person only where that person -
|
||
(a)
acted honestly and in good faith
with a view to the best interests of the society; and
|
||
(b)
in the case of a criminal, civil
or administrative action or proceeding that is enforced by a
monetary penalty, had reasonable grounds
for believing that the
conduct was lawful.
|
||
(3)
No society shall indemnify a
director, officer or other person mentioned in subsection (1) with
respect to an action by or on behalf
of the society to obtain a
judgement in its favour to which that person is made party by
reason of his being or having been a director
or an officer of the
society, against costs, charges and expenses reasonably incurred by
that person in connection with the action
unless -
|
||
(a)
the society has the approval of
the court; and
|
||
(b)
that person fulfills the
conditions described in subsection (2).
|
||
(4)
Notwithstanding subsections
(1) to (3), a society shall indemnify a director, officer or other
person mentioned in subsection (1)
who has been substantially
successful in the defence of a civil, criminal, or administrative
action or proceeding to which that person
is made a party by reason
of his being or having been a director or officer of the society or
body corporate against costs, charges
and expenses reasonably
incurred by that person with respect to the action or
proceedings.
|
||
(5)
A society or a director,
officer or other person mentioned in subsection (1) may apply to
the court for an order approving the indemnity
and the court may
make the order.
|
||
(6)
On an application pursuant to
subsection (5) the court may order notice to be given to an
interested person, and that interested person
is entitled to appear
and be heard in person or by an attorney-at-law.
|
||
70.
The provisions of a contract,
the bye-laws or the circumstances of his appointment do not relieve
a director from -
|
Duty of a director not to be limited. |
|
(a)
the duty to act in accordance
with this Act and the regulations; and
|
||
(b)
liability that by virtue of a
rule of law would otherwise attach to him with respect to
negligence, default, breach of duty or breach
of trust of which he
may be guilty in relation to the society.
|
||
71.(1)
This section does not require
the disclosure of an interest in a contract or transaction that is
of a type available to and customarily
entered into between the
society and its members.
|
Material contracts. |
|
(2)
A director or officer of a
society who -
|
||
(a)
is a party to a material contract
or proposed material contract with the society; or
|
||
(b)
is a director or an officer of,
or has a material interest in, a person who is party to a material
contract or proposed material contract
with the society,
|
||
shall disclose in writing to the society, or request to have entered in the minutes of meetings of directors, the nature and extent of his interest. |
||
(3)
The disclosure required by
subsection (2) must be made in case of a director -
|
||
(a)
at the meeting at which a
proposed contract is first considered;
|
||
(b)
if the director was not then
interested in a proposed contract at the first meeting after he
becomes so interested;
|
||
(c)
if the director becomes
interested after a contract is made, at the first meeting after he
becomes so interested; or
|
||
(d)
if a person who is so interested
in a contract becomes a director, at the first meeting after he
becomes a director.
|
||
(4)
The disclosure required by
subsection (2) must be made in the case of an officer who is not a
director -
|
||
(a)
forthwith after he becomes aware
that the contract or proposed contract is to be considered or has
been considered at a meeting of
directors;
|
||
(b)
if the officer becomes interested
after a contract is made, forthwith after he becomes so interested;
or
|
||
(c)
where he has an interest in a
contract before becoming an officer, immediately after he becomes
an officer.
|
||
(5)
If a material contract or
proposed material contract is one that in the ordinary course of
the society's business would not require
approval by the directors
or members, a director or officer shall disclose in writing to the
society or request to have entered in
the minutes of meetings of
directors the nature and extent of his interest after he becomes
aware of the contract or proposed contract.
|
||
(6)
A director referred to in
subsection (2) may take part in discussions to consider, or vote on
a resolution to approve, a contract
that he has an interest in, if
the contract -
|
||
(a)
is an arrangement by way of
security for money lent by him to the society or obligations
undertaken by him for the benefit of the
society or a member of the
society;
|
||
(b)
is a contract for indemnity or
insurance pursuant to section 69; or
|
||
(c)
is a contract with an
affiliate.
|
||
(7)
Where a director is not
entitled to vote at a meeting pursuant to subsection (2) and his
presence is requested to constitute a quorum
at a meeting of
directors, a decision of the directors is deemed not to be invalid
only by reason of the absence of the director.
|
||
(8)
For the purpose of this
section, a general notice to the directors by a director or officer
declaring that he is to be regarded as
interested in any contract
made with that person is sufficient declaration of interest in
relation to any contract made with that
person.
|
||
(9)
Where -
|
||
(a)
a director or officer discloses
his interest in accordance with this section; and
|
||
(b)
the contract in which the
director or officer has a material interest;
|
||
(i)
is approved by the directors or
members; and
|
||
(ii)
is reasonable and fair to the
society at the time it was approved,
|
||
the material contract is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of directors or committee of directors that authorised the contract. |
||
(10)
Where a director or officer of
a society fails to disclose his interest in a material contract in
accordance with this section, a
court may, on the application of a
society or a member of the society, set aside the contract on any
terms that the court considers
appropriate.
|
||
72.(1)
A society -
|
Officers. |
|
(a)
is required to have a chairman,
officers and a secretary; and
|
||
(b)
may have any officers in addition
to those mentioned in paragraph (a) that are provided for in the
bye-laws.
|
||
(2)
Subject to section 163 and to
the bye-laws -
|
||
(a)
the directors may designate the
officers of the society, appoint persons as officers, specify the
officers' duties and delegate persons
to manage the business and
affairs of the society; and
|
||
(b)
a director may be appointed to
any office of the society.
|
||
(3)
Subject to the bye-laws, no
person shall be chairman or vice‑chairman of a society unless
he is a director of the society.
|
||
73.
The directors of a society
-
|
Bond. |
|
(a)
shall, in the case of a society
that is organised and operated as a consumers' society as defined
in section 143; and
|
||
(b)
may, in the case of any other
society, require that every person appointed to an office who
receives, manages or handles goods, wares
or merchandise or manages
or handles the expenditure of money on behalf of the society shall
give to the directors, before commencing
his duties as an officer,
security or a bond in the prescribed amount.
|
||
74.
A society may by resolution
passed by a majority of the members at an annual or special
meeting, require all directors and officers
to sign annually or at
any other time that may be specified in the resolution a
declaration relating to -
|
Declaration by directors and officers. |
|
(a)
faithful performance of
duties;
|
||
(b)
secrecy of transactions with
members; and
|
||
(c)
faithful and loyal support of the
society.
|
||
75.
A declaration made pursuant to
section 74 shall be filed within five days of the making thereof
with the Director of Societies.
|
Obligation to file declaration. |
|
PART V |
||
PROPERTY AND FUNDS OF SOCIETIES |
||
76.
A society may invest or
deposit its funds -
|
Deposit of funds. |
|
(a)
in any registered society or bank
approved by the Director of Societies;
|
||
(b)
in any securities issued or
guaranteed by the Government;
|
||
(c)
in the shares or on the security
of any other institution with limited liability approved by the
Director of Societies; or
|
||
(d)
in any other manner permitted by
the Director of Societies.
|
||
77.(1)
A society may make advances by
way of loans to its members.
|
Loans by society. |
|
(2)
Except for a loan to another
society, no loan may be made to a person who is not a member of
that society.
|
||
(3)
Loans to directors, committee
members, employees, or associates thereof, and any limited company
or partnership of which they are
a principal stakeholder shall
require approval as prescribed.
|
||
(4)
No loan may be made to a
director, committee member, employee or associate thereof, nor any
limited company or partnership of which
they are a principal
stakeholder except to the extent determined in accordance with the
credit policy applicable to the Society.
|
||
(5)
A loan made in contravention
of subsection (4) shall be void and shall be repaid to the society
immediately.
|
||
78.(1)
Subject to the provision of
any bye-laws of a society, a society may receive deposits and loans
from persons who are not members of
the society for the purpose of
meeting any of its obligation or discharging any of its functions
under this Act.
|
Receipt of loans and deposits. |
|
(2)
A society may by mortgage or
in any other manner it deems appropriate guarantee the repayment of
any sums received by it pursuant
to subsection (1).
|
||
79.(1)
A society may receive deposits
from a minor and pay to such a minor any such deposit together with
the interest accrued thereon.
|
Receipt of deposits from minors. |
|
(2)
Any deposit made on behalf of
a minor may together with any interest accrued thereon be paid to
the parent of the minor or, where
the minor is under the care of a
guardian to such guardian for the use of the minor.
|
||
(3)
For the purposes of this
section the mother of a minor born out of wedlock is the guardian
of such infant except where -
|
||
(a)
there is subsisting a court order
depriving her of the custody of such minor, in which case the
guardian shall be the person named
in the court order; or
|
||
(b)
the minor customarily resides
with some person other than the mother in which case that person
shall be the guardian.
|
||
(4)
The receipt by a minor or his
parent or guardian as the case may be, for money received under
this section shall be a good and sufficient
discharge of the
liability of the society in respect of that money.
|
||
(5)
Where a person under
disability other than a minor is entitled to receive from a society
any money whatsoever such money may be paid
by the society -
|
||
(a)
to the Registrar of the Supreme
Court to the credit of such person under such disability;
|
||
(b)
to the credit of such person
under disability, and the receipt of the Registrar of the Supreme
Court or of the person under disability,
as the case may be, shall
be a good and sufficient discharge of the liability of the society
to pay that money.
|
||
(6)
The Registrar of the Supreme
Court may retain out of any money so paid to him a sum not
exceeding one per cent thereof for fees of
office and shall pay or
apply the remainder to or for the care, maintenance, education or
benefit of such person under disability.
|
||
80.
A society shall not borrow
funds in excess of the amount specified in its bye-laws.
|
Prohibition on borrowing. |
|
81.(1)
Where a society realises an
annual profit from its transactions, that society shall establish
and maintain a statutory reserve fund.
|
Statutory Reserve, Liquidity, Development and Stabilization Funds, and disposal thereof. |
|
(2)
Every society shall be
required to set aside the greater of one half of one percent of
assets or twenty-five percent of surplus into
a statutory reserve
until that statutory reserve equals ten percent of the total assets
of the society as shown in the audited financial
statements for the
financial year. Where a society cannot meet its statutory reserves
allocation requirements, it may apply to the
Director of Societies
for an exemption.
|
||
(3)
Every society shall ensure
that the proceeds of the statutory reserves, liquidity,
stabilization and development funds are deposited
with and
administered by the Apex Body in such a manner as may be prescribed
by the regulations and bye-laws.
|
||
(4)
Every society shall ensure
that -
|
||
(a)
not less than ten percent of its
members' deposits are kept in a liquidity reserve fund; and
|
||
(b)
its statutory reserves, retained
earnings and equity shares are at no stage, less than ten percent
of its total assets, except during
the phase in period as permitted
by the regulations.
|
||
(5)
Where an Apex Body has not
been established or is not functioning as such, the liquidity,
stabilization and development funds shall
be administered by a
person or body of persons as determined by the Director of
Societies, after consultation with the respective
societies.
|
||
82.(1)
A society may establish a
contributory pension fund for its employees and may contribute to
such pension fund.
|
Pension Fund. |
|
(2)
A pension fund established
under subsection (1) shall not be considered part of the assets of
the society but may be invested in such
manner as may be prescribed
by the bye-laws.
|
||
83.
After making provision for
doubtful loans and the prescribed payments to its statutory
reserve, the stabilization and development
funds, a society may,
contribute to any public cause, co-operative or charitable
purpose.
|
Contributions to a charitable co-operative purpose. |
|
84.(1)
Subject to this section and
section 81, any surplus maybe distributed by way of dividend,
bonus, or patronage refund amongst its members
in proportion to
their shares and their patronage with the society at such rate as
may be prescribed.
|
Dividend, bonus, etc. |
|
(2)
A registered society shall not
-
|
||
(a)
pay dividend on shares or bonus
or distribute any part of its accumulated funds before the
financial statements have been certified
by an auditor approved or
appointed by the Director of Societies;
|
||
(b)
pay a dividend or make any
payment on account or out of profits unless the retained earnings
are positive and equity is not less than
ten percent of
assets.
|
||
(3)
A bonus based on wages or on
the value of the products of a member or a patronage refund
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 for the statutory reserve,
stabilization and
development fund and dividends.
|
||
PART VI |
||
AUDIT, INQUIRY AND INSPECTION |
||
85.(1)
The board of every society
shall, at its own expense, cause the accounts of the society to be
audited at the end of each financial
year by an auditor approved by
the Director of Societies or appointed by him under subsection (2)
for that purpose.
|
Audit. |
|
(2)
Upon the expiration of the
period of three months after the end of the financial year, if the
board has failed to effect an audit,
the Director of Societies
shall cause an audit to be carried out by an auditor appointed by
him under subsection (3).
|
||
(3)
Without prejudice to anything
contained in subsections (1) and (2), the Director of Societies
-
|
||
(a)
shall appoint a panel of auditors
from which auditors maybe selected by the co-operative for the
purposes of an audit under subsection
(1); and
|
||
(b)
may direct that the cost of the
audit be defrayed by the society.
|
||
(4)
An auditor appointed under
subsection (3)(a) must be, a member of the Bahamas Institute of
Chartered Accountants, in good standing
and must be in possession
of a valid practicing certificate.
|
||
(5)
The board of a society shall
not cause the accounts of a society to be audited by the same
auditor for a period exceeding six consecutive
financial
years.
|
||
(6)
The audit shall include an
examination of overdue debts, if any, the verification of cash
balances and securities, and a valuation
of the assets and
liabilities of the society and any other examination consistent
with international accounting standards.
|
||
86.(1)
At least one month prior to
its annual general meeting, a society shall submit to the Director
of Societies a copy of the audited
financial statements and a copy
of its annual returns for the previous year.
|
Annual and special returns. |
|
(2)
No later than one month after
its reporting period, a society shall submit to the Director of
Societies a monthly return.
|
||
(3)
The Director of Societies may,
by notice in writing, require a society, director or officer of a
society to make a special return
on any subject connected with the
business and affairs of the society and, when he requires a special
return, he shall specify in
the notice a time within which the
special return is to be made.
|
||
(4)
Any society that contravenes
this section is liable to pay to the Director of Societies a
special filing fee of five hundred dollars.
|
||
(5)
The auditors appointed to
carry out an audit shall have free access to the books, accounts,
and vouchers of the society.
|
||
(6)
The members of the board and
the officers of the society shall furnish the auditors with all
such information regarding the transactions
and operations of the
society as may be required.
|
||
(7)
The Director of Societies and
the auditors conducting an audit for the purposes of subsection (1)
shall have power at the time of
the audit -
|
||
(a)
to summon any officer, agent,
servant or member of a society or any other person, whom they have
reason to believe can give valuable
information regarding any
transactions of the society or the management of its affairs;
or
|
||
(b)
to require any officer, agent, or
member of the society or any other person to produce any book or
document relating to any cash or
securities belonging to the
society.
|
||
(8)
An audit -
|
||
(a)
commissioned by the board of a
society shall be completed within four months after the end of the
financial year, and the audit report
shall be submitted to the
Director of Societies immediately by the board;
|
||
(b)
commissioned by the Director of
Societies shall be completed within three months after the receipt
of the written commission from
the Director of Societies, and the
audit report and written comments and suggestions thereon, if any,
shall be submitted to the Director
of Societies who shall
immediately transmit the same to the board of the relevant
society.
|
||
(9)
Upon receipt of an audit
report and comments and suggestions thereon the board shall cause
the same to be brought to the attention
of the members of the
society in an appropriate manner.
|
||
(10)
The Director of Societies may,
in the exercise of his function of supervision of societies -
|
||
(a)
on his motion;
|
||
(b)
on the application of a creditor
of a society;
|
||
(c)
in accordance with regulations
made in that behalf, on the requisition of a society in respect of
one of its members being itself
a society;
|
||
(d)
on the application of a majority
of members of the board or one third of the members of a society
present and voting; or
|
||
(e)
on the recommendation of the apex
organization,
|
||
hold an inquiry or cause an inquiry to be made, into the constitution, operations and financial position of any society and in the course of such inquiry may inspect the books, accounts and other records of the society and all officers and members of the society whether past or present shall furnish such information in regard to the affairs of the society and produce all cash in hand and such books, accounts, papers and securities of the society as the Director of Societies or other person conducting the inquiry may require. |
||
(11)
At the conclusion of an
inquiry, if the Director of Societies is satisfied that the board
has mismanaged the affairs of the society
or otherwise performed
its duties improperly, he may by notice to the society direct it to
remedy the situation within six months
from the date of such
notice.
|
||
87.(1)
The Director of Societies may
apportion the cost of an inquiry, or any part thereof, between the
society and the person requesting
the inquiry, but no such
apportionment may be made unless the parties liable to pay the cost
of such inquiry are given an opportunity
to be heard.
|
Cost of inquiry. |
|
(2)
Costs that are required to be
paid by virtue of subsection (1) may be recovered from the persons
liable to make such payment on the
application of the Director of
Societies to a Magistrate of the district in which the person
resides or carries on business.
|
||
(3)
Upon receipt of an application
under subsection (2), the Magistrate may, if he is satisfied as to
the matters stated in the application,
issue a warrant of distress
and order the sale of any personal property belonging to such
party, but no such sale may be ordered
until the expiration of five
days from the date of the issue of the warrant.
|
||
88.(1)
The Director of Societies
-
|
Inspection by Director. |
|
(a)
may on his own motion; and
|
||
(b)
shall on the application of a
creditor of a society, inspect or direct a person authorised by him
and working in his behalf to inspect
the books of the society if in
the case of an application under paragraph (b) the applicant
-
|
||
(i)
proves that an ascertained sum
of money which is then due to him has been demanded from the
society, and he has not received satisfaction
within a reasonable
time; and
|
||
(ii)
deposits with the Director of
Societies such sum as security for the cost of the proposed
inspection as the Director of Societies
may require.
|
||
(2)
The Director of Societies
shall communicate the results of any such inspection to the
creditor and to the society into whose affairs
the inquiry has been
made.
|
||
89.(1)
The Director of Societies may
-
|
Investigations by Director. |
|
(a)
on his own motion; or
|
||
(b)
on the application of the lesser
of twenty-five members or ten percent of the members,
|
||
appoint a person as examiner who shall make an examination of the books of the society and examine the affairs of the society and shall make available his report to the Director of Societies. |
||
(2)
Subject to subsection (3), the
Director of Societies may direct that the expenses incidental to an
examination undertaken pursuant
to this section are to be defrayed
-
|
||
(a)
by the members applying for the
examination;
|
||
(b)
by the society or its officers;
or
|
||
(c)
by any combination of the
members, the society or its officers.
|
||
(3)
When an examination undertaken
pursuant to this section reveals substantial irregularities in the
business of the society, the Director
of Societies shall not direct
any members on whose motion the examination was commenced to defray
the expenses.
|
||
(4)
Where the Director of
Societies appoints an examiner pursuant to subsection (1), the
society and its officers, members, agents or
employees shall
furnish the examiner with any books, accounts, securities or other
documents the examiner requires to perform the
examination.
|
||
90.(1)
A member, or any interested
person may apply ex parte, or on any notice that the Director of
Societies may require, for an order directing
any investigation to
be made of the society and any of its member societies or
corporations.
|
Request for special investigations. |
|
(2)
On application pursuant to
subsection (1), the Director of Societies may order an
investigation of a society or of any of its affiliates
where it
appears to the Director of Societies that -
|
||
(a)
the society is not fulfilling the
purpose stated in its bye-laws;
|
||
(b)
the society is not carrying on
business in accordance with this Act, the regulations or the
bye-laws;
|
||
(c)
the society is not organized or
being operated on co-operative principles;
|
||
(d)
the business of the society or
any of its member societies is or has been carried on with intent
to defraud any person;
|
||
(e)
the business or affairs of the
society or any of its member societies have been carried on or
conducted, or the powers of the directors
have been exercised, in a
manner that is oppressive or unfairly prejudicial to or that
unfairly disregards the interests of a member
or security
holder;
|
||
(f)
the society or any of its member
societies was formed for a fraudulent or unlawful purpose or is to
be dissolved for a fraudulent
or unlawful purpose;
|
||
(g)
persons concerned with the
formation, business or affairs of the society or any of its member
societies have acted fraudulently or
dishonestly with the society;
or
|
||
(h)
the society is operating in a
fashion that, in the Director of Societies judgment threatens its
solvency.
|
||
(3)
An applicant for an order
pursuant to this section is not required to give security for
costs.
|
||
(4)
An ex parte application
pursuant to this section shall be heard in camera.
|
||
(5)
No person shall publish
anything relating to ex parte proceedings conducted pursuant to
this section other than with the authorisation
of the Director of
Societies or the written consent of the society being
investigated.
|
||
91.(1)
Where the Director of
Societies is of the opinion after an inquiry or inspection under
sections 89 or 90, respectively that the board
of any registered
society is not performing its duties properly, he may, after
objections, if any and after considering such objections
at a
general meeting of the society summoned by him, by order in writing
-
|
Dissolution of board of a society. |
|
(a)
cause a new board to be
elected;
|
||
(b)
direct that the affairs of the
society shall be managed and administered by a suitable individual
or organization; or
|
||
(c)
dissolve the board.
|
||
(2)
Subject to subsection (3),
every direction under paragraph (b) of subsection (1) shall have
effect for such period not exceeding one
year as may be specified
in the order containing such direction.
|
||
(3)
The Director of Societies may
in his discretion from time to time amend the order for the purpose
of extending the period during which
the direction shall have
effect.
|
||
(4)
Where any order is made under
subsection (1), the Director of Societies shall by the same or
subsequent order appoint a fit and proper
person or two or more
such individuals or organization to manage and administer the
affairs of the society, and may from time to
time remove or replace
any such appointee.
|
||
(5)
Subject to the general
direction and control of the Director of Societies, any appointee
under this section to manage the affairs
of a registered society
-
|
||
(a)
shall have the power to recover
the assets and discharge the liabilities of the society and take
such other steps as may be necessary
in its interest; and
|
||
(b)
may exercise all the powers,
rights and privileges of a duly constituted committee of the
society.
|
||
(6)
Appointees under this section
to manage the affairs of a registered society shall be jointly and
severally responsible for any loss
sustained through any such acts
committed by them as are contrary to any enactment or the bye-laws
of the society.
|
||
(7)
The Director of Societies may
fix the remuneration payable to any appointee by him under this
section to manage the affairs of a registered
society, and the
amount of such remuneration and other expenses, if any, incurred in
the management of the society shall be payable
from the funds of
the registered society.
|
||
(8)
It shall be the duty of the
appointee under this section to arrange for the election of a new
board in accordance with the bye-laws
of the society prior to the
date upon which his appointment shall expire.
|
||
(9)
No order under subsection (1)
shall be made by the Director of Societies in respect of any
registered society, if the society is indebted
to any bank,
financial institution, or creditor except after prior consultation
with these institutions in regard to the dissolution
of the board
and to the persons by whom and the manner in which the affairs of
the society are to be managed and administered.
|
||
(10)
Nothing in this section shall
be deemed to affect the power of the Director of Societies to
cancel or suspend the registration of
the society under section
15.
|
||
PART VII |
||
DISPUTES |
||
92.(1)
Where any dispute that relates
to the business of a society arises -
|
Settlement of disputes. |
|
(a)
among members, past members and
persons claiming through members, past members and deceased
members;
|
||
(b)
between a member, past member, or
claiming through a member, and the society, its board or any
officer of the society;
|
||
(c)
between a member and the society
arising out of or under any bye-law relating to the disposal of the
produce of agricultural or animal
husbandry, or under any contract
made under section 41;
|
||
(d)
between the society and any other
society;
|
||
(e)
between the society or its board
and any officer or employee of the society,
|
||
the dispute shall be referred to the Director of Societies for a decision. |
||
(2)
The Director of Societies may
before proceeding to hear or determine a dispute, make or cause to
be made a preliminary investigation
with the object of ascertaining
the causes, defining the issues and endeavouring to bring about a
voluntary settlement between the
parties to the dispute.
|
||
(3)
Where a dispute is referred to
the Director of Societies under subsection (1) he may -
|
||
(a)
decide the dispute himself;
or
|
||
(b)
refer the dispute to an
arbitrator or arbitrators appointed by him.
|
||
(4)
For the purpose of hearing any
dispute, the Director of Societies or arbitrator, as the case may
be, may administer oaths and may
require the attendance of all
parties concerned and witnesses, and the production of all books,
documents and things relating to
the dispute.
|
||
(5)
The Director of Societies or
the arbitrator, as the case may be, shall also have the power to
order the expenses of determining any
dispute including fees to
legal practitioners to be paid either out of the funds of the
society or by such parties as he determines.
|
||
(6)
A party aggrieved by a
decision of the Director of Societies or an arbitrator may appeal
to the Registered Societies Appeal Tribunal
within such time and in
such manner as may be prescribed.
|
||
(7)
Where there is no appeal under
subsection (6), the decision of the Director of Societies and an
award of an arbitrator may be filed
in the Supreme Court or in the
Magistrate's Court for the district and shall be registered in the
court in which it is filed after
the expiration of fourteen days
after it is filed and registered, it shall be deemed to have the
same force and effect as a judgement
of the court in which it is
registered and shall be enforced accordingly by the person who
filed the decision or award.
|
||
(8)
For the purposes of this
section, the Chairman or other officer of the Apex Body may serve
as an arbitrator.
|
||
(9)
Notwithstanding anything in
this section, a society may exercise any rights arising under any
charges, mortgages, bills of sale or
other securities duly executed
in accordance with this Act or any other law without recourse to
the Director or to arbitration.
|
||
(10)
For the purposes of subsection
(1) a claim by a society for a debt or demand due to it from a
member, former member or a personal
representative of a deceased
member is a dispute that relates to the business of a society
within the meaning of subsection (1).
|
||
93.(1)
There shall be a Registered
Societies Appeal Tribunal which shall consist of three persons, one
of whom shall be an attorney-at-law
of at least ten years
standing.
|
Registered Societies Appeal Tribunal. |
|
(2)
The persons who shall
constitute the Tribunal shall be appointed by the Minister for a
period of not less than three years.
|
||
(3)
The Tribunal shall have
jurisdiction to hear appeals from a decision of the Director of
Societies or an arbitrator.
|
||
(4)
The decision of the Tribunal
on a question of fact shall be final and may not be called into
question in any court and shall be enforced
in the same manner as
if the decision had been a judgement of a civil court; but a
decision of the Tribunal on a question of law
may be appealed to
the Supreme Court.
|
||
(5)
The Minister may by order
prescribe the procedure of the Tribunal.
|
||
(6)
The members of the Tribunal
shall receive such remuneration as the Minister determines, being
not less than five hundred dollars per
case.
|
||
94.(1)
Notwithstanding anything
contained in sections 92 and 93, the Director of Societies or an
arbitrator may in the course of or making
a determination in a
dispute refer a question of law arising therefrom to the Supreme
Court, by way of case stated for the opinion
of that court.
|
Case stated on question of law. |
|
(2)
A Judge of the Supreme Court
may consider and determine any question of law so referred.
|
||
PART VIII |
||
RECONSTRUCTION OF SOCIETIES |
||
95.(1)
Reconstruction of a society
may be effected by any of the following methods -
|
Methods of reconstruction. |
|
(a)
by the amalgamation with another
society to form a single society;
|
||
(b)
by the transfer of the assets and
liabilities of one society to another society; or
|
||
(c)
by the division of a society into
two or more societies.
|
||
(2)
Sections 96 and 97 shall have
effect with respect to the procedure that must be followed in
relation to paragraph (a) to (c) of subsection
(1).
|
||
96.(1)
A company registered under the
Companies Act or registered under the Friendly Societies Act may by
special resolution determine to
convert itself into a registered
society.
|
Conversion. No. 18 of 1992. Ch. 283. |
|
(2)
Any such resolution for
conversion into a registered society shall appoint ten persons,
members of a company or friendly society as
the case may be, who
together with the Secretary, shall sign the rules and who may, by
the resolution, be given powers to act on
behalf of the company or
friendly society as may be specified in such resolution.
|
||
97.
A conversion under section 96
shall be deemed to be effective when the Director of Societies has
issued a certificate of registration
under this Act, and thereupon
the registration of the company, industrial or provident society as
such shall become void, and shall
be cancelled by the proper
officer, but the registration of any such body as a registered
society shall not affect any right or claim
for the time being
subsisting against such body or any penalty incurred, and any such
right or claim or penalty may be enforced against
such body by
proceedings taken in the same manner as if it had not become a
registered society, and every such right or claim, and
the
liability for every such penalty shall have priority as against the
property of such registered society over all other rights
or claims
against, or liabilities of, the registered society.
|
Conversion effective upon issue of certificate of registration by Director. |
|
98.(1)
Any two or more societies may,
with the approval of the Director of Societies, by a resolution
passed by not less than three fourths
of all the members of each
society present and voting at a special meeting called for the
purpose, amalgamate as one society.
|
Amalgamation of societies. |
|
(2)
Where the resolution referred
to in subsection (1) is passed, each society shall apply to the
Director of Societies for cancellation
of its registration and the
societies shall jointly make application for the registration of
the amalgamated society.
|
||
(3)
The registration of a
amalgamated society shall be deemed to be sufficient to vest the
assets and liabilities of the amalgamating
societies in the
amalgamated society.
|
||
99.(1)
A society may, with the
approval of the Director of Societies, by resolution passed by not
less than three-fourths of all the members
present and voting at a
special general meeting called for that purpose, agree to transfer
its assets and liabilities to any other
society which has agreed to
accept them.
|
Transfer of assets of societies. |
|
(2)
An acceptance by another
society under subsection (1) shall be evidenced by a resolution of
not less than thee-fourths of the members
of that other society
present and voting at a special general meeting called for that
purpose.
|
||
(3)
On the passing of a resolution
referred to in subsections (1) and (2), the transferring society
shall apply to the Director of Societies
for cancellation of its
registration and the transferee society shall submit to the
Director of Societies a copy of its resolution
agreeing to the
transfer.
|
||
(4)
A cancellation of registration
and a submission of a resolution agreeing to accept a transfer
shall be deemed to be sufficient to
vest the assets and liabilities
of the transferor in the transferee.
|
||
100.
Notwithstanding sections 98
and 99, no amalgamation or transfer shall be effected-
|
Claims of objecting creditors. |
|
(a)
unless the creditors of the
societies concerned are given three months written notice of the
proposals; and
|
||
(b)
where any creditor objects in
writing to the proposal, any claims against the society are first
satisfied.
|
||
101.(1)
Any society may, with the
approval of the Director of Societies, by resolution passed by
three-fourths of the members present and
voting at a special
general meeting called for the purpose, resolve to divide itself
into two or more societies; but any such resolution
(hereinafter in
this section referred to as a "preliminary resolution") shall
contain proposals for the division of the society among
new
societies into which it is proposed to divide the society and may
specify the area of operation of, and the members who will
constitute each of the new societies.
|
Division of society into two or more societies. |
|
(2)
A copy of the preliminary
resolution shall be sent to all members and creditors of the
society and a notice of the resolution shall
also be given to all
persons whose interests may be affected by the division of the
society.
|
||
(3)
Any member of a society may,
notwithstanding any agreement to the contrary, by notice given to
the society within a period of three
months from his receipt of the
preliminary resolution, indicate his intention not to demand the
payment of monies due to him.
|
||
(4)
Any creditor of the society
may, notwithstanding any agreement to the contrary, by notice given
to the society within a period of
three months from his receipt of
the preliminary resolution, indicate his intention not to demand
the payment of monies due to him.
|
||
(5)
Any other person whose
interest may be affected by the division of a society may by notice
given to the society object to the division
unless his claim is
satisfied.
|
||
(6)
After the expiration of three
months from the receipt of the preliminary resolution by all the
members and creditors of the society
and of the notice to other
persons given under subsection (2), another special general meeting
of the society of which at least fourteen
clear days notice shall
be given to its members, shall be convened for the consideration of
the preliminary resolution.
|
||
(7)
If at the special general
meeting referred to in subsection (6), the preliminary resolution
is confirmed by a resolution passed by
not less than two thirds of
the members present and voting either without changes or with such
changes as in the opinion of the Director
of Societies are not
material, the Director of Societies may subject to subsection (9)
and section 10, register the new societies;
and upon such
registration, the original society shall be deemed to be dissolved
and its registration cancelled.
|
||
(8)
The decision as to whether or
not any changes made in the preliminary resolution are material
shall rest with the Director of Societies.
|
||
(9)
At the special general meeting
referred to in subsections (6) and (7), provision shall be made by
another resolution for -
|
||
(a)
repayment of the share capital of
all the members who have given notice under subsection (3);
|
||
(b)
satisfaction of the claims of all
the creditors who have given notice under subsection (4);
|
||
(c)
satisfaction of the claims of
such of the other persons who have given notice under subsection
(5) as the Director of Societies decides,
or securing their claims
in such manner as the Director of Societies directs,
|
||
but no member or creditor or other person shall be entitled to such repayment or satisfaction until the preliminary resolution is confirmed as provided in subsection (7). |
||
102.
The registration of new
societies established pursuant to section 101 shall be deemed to be
sufficient to vest the assets and liabilities
of the original
society, in the manner specified in the preliminary resolution as
confirmed in accordance with subsections (6) and
(7) of that
section.
|
Effect of registration of new societies. |
|
PART IX |
||
WINDING UP AND ANCILLARY MATTERS |
||
103.(1)
Where the Director of
Societies, after an inquiry has been held under Part VI, s of the
opinion that the society ought to be wound
up, he may make an order
directing it to be wound up and may appoint a liquidator for that
purpose and fix his remuneration, which
shall be paid out of the
funds of the society.
|
Winding up. |
|
(2)
Where no liquidator is
appointed under subsection (1), the assets and liabilities of the
society shall vest in the Director of Societies.
|
||
104.
Where it is a condition of the
registration of a society that it shall consist of at least ten
members who are above the age of fifteen
years, the Director of
Societies may by order in writing direct the society to be wound
up, if at any time it is proved to his satisfaction
that the
membership has been reduced to less than that number.
|
Winding up by virtue of reduced membership. |
|
105.(1)
Subject to the approval of the
Director of Societies, the members of a society may, by resolution
supported by at least two-thirds
of all the members, authorise the
winding up of that society.
|
Voluntary winding up. |
|
(2)
The board shall cause a notice
of a general meeting of the members to be sent to each member for
the purpose of authorising the winding-up.
|
||
(3)
The members of a society may,
at the meeting to be held for the purpose of authorising the
winding-up, appoint a liquidator.
|
||
(4)
Where the Director of
Societies -
|
||
(a)
receives notice, in a form
satisfactory to him, or an authorisation to wind-up a
society;
|
||
(b)
is satisfied that it is in the
best interest of the society and its members,
|
||
he may approve the winding-up. |
||
(5)
An authorization approved
pursuant to subsection (4) shall specify -
|
||
(a)
the assets and liabilities of the
society;
|
||
(b)
the claim of any creditors;
|
||
(c)
the number of members of the
society; and
|
||
(d)
the nature and extent of the
members interests in the society.
|
||
(6)
Where a society is wound-up
under this section, any surplus assets remaining after all
claimants have been paid shall be utilised
in the manner specified
in section 110.
|
||
106.(1)
When pursuant to section 15,
the Director of Societies cancels the registration of a society,
the assets and liabilities of the society
shall immediately vest in
him and he shall have in respect of those assets and liabilities
the powers of a liquidator under section
107.
|
Power of Director pursuant to a winding up order. |
|
(2)
The Director of Societies may
by notice published in the Gazette delegate his power as a
liquidator to a suitably qualified person;
but any such delegation
shall be revocable at will and shall not preclude the Director of
Societies from exercising his power.
|
||
107.
A liquidator appointed under
section 103 shall have power to do any one or all of the following
things -
|
Powers of liquidator. |
|
(a)
to take immediate possession of
all assets belonging to the society and of all books, records and
other documents relating to the
business of the society so far as
may be necessary for its winding-up and to raise on the security of
the assets of the society the
money requisite for this
purpose;
|
||
(b)
to have disputes referred to the
Director of Societies with recommendation that the dispute be
settled by arbitration under section
92 and to institute and defend
actions and other legal proceedings on behalf of the society in the
name of his office;
|
||
(c)
to investigate all claims against
the society and, subject to the provisions of this Act, to decide
questions of priority arising
out of such claims, and to pay
rateably according to the amount of such debts, the surplus if any
being applied in payment of interest
from the date of liquidation
at a rate to be fixed by the Director of Societies and not
exceeding five per cent;
|
||
(d)
to fix the time within which
creditors shall have to prove their debts and claims or be included
for the benefit of any distribution
made before those debts or
claims are proved;
|
||
(e)
to make any compromise or
arrangement with creditors having and alleging to have any claims,
present or future, for which the society
may be rendered
liable;
|
||
(f)
compromise all claims or
liabilities to calls and debts and liabilities capable of resulting
in debts and all claims, present and
future certain or contingent,
subsisting or supposed to subsist between the society and a
contributory or alleged contributory or
other debtor or person
apprehending liability to the society and all questions in any way
relating to or affecting the assets or
winding up of the society on
such terms as may be agreed and take any security for the discharge
of any such call, liability, debt
or claim and give complete
discharge in respect thereof
|
||
(g)
from time to time to determine
the contribution to be made or remaining to be made by the members
or past members or by the estates
or nominees or legal personal
representatives of deceased members or by any officer to the assets
of the society, such contribution
shall include debts due from
members or persons;
|
||
(h)
to determine by what persons and
in what proportions the cost of liquidation shall be borne;
|
||
(i)
to arrange for the distribution
of the assets of the society in a convenient manner when a scheme
of distribution has been approved
by the Director of
Societies;
|
||
(j)
to call such general meetings of
the society as maybe necessary;
|
||
(k)
to administer oaths, require the
attendance of witnesses and other persons concerned with the
management of the society and to require
such persons to produce
books, documents and other like matters relevant to the
society.
|
||
108.
A liquidator shall exercise
his powers subject to the powers of the Director of Societies and
the Director of Societies may -
|
Power of Director to control liquidator. |
|
(a)
rescind or vary an order made by
a liquidator and make whatever new order he deems
appropriate;
|
||
(b)
remove the liquidator from
office;
|
||
(c)
call for all books, documents and
assets of the society;
|
||
(d)
by order in writing limit the
powers of the liquidator under section 107;
|
||
(e)
require accounts to be rendered
to him by the liquidator;
|
||
(f)
procure the auditing of the
accounts of the liquidator and authorise the distribution of the
assets of the society;
|
||
(g)
make an order for the
remuneration of the liquidator; and
|
||
(h)
refer any subject to dispute
between a liquidator and any third party to arbitration if that
party consents in writing to be bound
by the decision of the
arbitrator.
|
||
109.
When the affairs of a society
have been wound up, or after the Director of Societies makes an
order cancelling the registration of
the society, the society shall
be deemed to be dissolved from the date of such order.
|
Cancellation of registration consequent upon winding up. |
|
110.
After all the liabilities
including the paid-up share capital of a cancelled society have
been met, any surplus assets shall not be
divided amongst its
members but shall be devoted to any object contained in the
bye-laws of the society and when no object is so
contained, to any
object of public utility determined by the general meeting of the
society and approved by the Director of Societies,
or such assets,
as the members, so agree, may be assigned by the Director of
Societies in whole or in part to either or both of the
following
-
|
Disposal of surplus assets. |
|
(a)
an object of public utility of
local interest;
|
||
(b)
a charitable purpose,
|
||
or may be placed on deposit with a bank or other financial institution approved by the Director of Societies until such time as a society with similar objects and bye-laws is registered when with the consent of the Director of Societies such surplus assets may be credited to the reserve fund of such new society. |
||
111.(1)
Where in the course of audits,
inquiries or inspections as in Part VI or an audit under section
85, or a liquidation of a registered
society, it appears that any
sum of money is due to the society from any person who or which has
taken part in the organization or
management of the society, the
Director of Societies may, of his own motion or upon the
application of the board or liquidator or
any creditor or
contributor to the society, as the case may be, examine the conduct
of such person or group of persons and make an
order requiring him
or such group to -
|
Power of Director to surcharge officers etc. of a society. |
|
(a)
repay with such interest as the
Director of Societies thinks fit such money or part thereof;
|
||
(b)
restore such property or part
thereof; or
|
||
(c)
contribute such sum as the
Director of Societies thinks fit to the assets of the society by
way of compensation.
|
||
(2)
Before making an order under
subsection (1) against any person or group of persons, the Director
of Societies shall give that person
or group of persons an
opportunity to be heard and to show cause why such order should not
be made.
|
||
(3)
Where an order under
subsection (1) has not been complied with, such sum may be
recovered by the society on application to the Magistrate
having
jurisdiction in the registered place of business of the society, as
though it were a fine imposed by sentence of a Magistrate,
and in
default of payment, the Magistrate, may impose a sentence of
imprisonment of such person or group of persons, for a term not
exceeding six months or until due payment is made or whichever is
earlier.
|
||
(4)
Neither the preceding
provisions of this section nor the making of any order thereunder
may be deemed or construed to preclude or
otherwise affect the
institution or maintenance of a prosecution against any person or
group of persons referred to in subsection
(1) in respect of any
offences under any other written law.
|
||
112.
Where the Director of
Societies is satisfied that any person with the intent to defraud
or delay the execution of any order that may
be made under Part VI
or any decision that may be given in a dispute referred to the
Director of Societies or to any arbitrator is
about to dispose of
the whole or any part of his property, the Director of Societies
may, unless adequate security is furnished,
apply to the Magistrate
of the district in which the property is situated for an order for
the conditional attachment of such property
and the Magistrate may,
if he considers it to be in the interest of justice, make such an
order.
|
Attachment of property. |
|
113.
An order made by a liquidator
or the Director of Societies under this part shall be enforced in
all respects as an order made by a
Magistrate in his civil
jurisdiction.
|
Enforcement. |
|
114.
Except to the extent provided
in this Part, no civil court shall have any jurisdiction, in
respect of any matter concerned with the
winding-up of a society
under this Act.
|
Limitation of jurisdiction of civil court. |
|
PART X |
||
APEX BODY |
||
115.
There shall be an Apex Body
which shall be called the National League and which shall be
composed of such member representatives of
all societies which
exist in The Bahamas.
|
Establishment and constitution of Apex Body. |
|
116.(1)
The Apex Body shall be a
registered society and shall co-ordinate, assist and promote all
registered societies and shall perform such
functions as may be
determined by its constituent members.
|
Functions of Apex Body. |
|
(2)
Without prejudice to
subsection (1), the Apex Body shall have responsibility for the
administration and management of the stabilization
fund, the
liquidity fund, and the development fund, as established by section
81.
|
||
(3)
The Apex Body shall -
|
||
(a)
pay credit union market rates of
return on reserves; and
|
||
(b)
invest in government securities
or other government guaranteed investments or other investments
approved by the Director of Societies.
|
||
117.
The directors of the Apex Body
shall be elected at the first meeting of that body and shall hold
office for a period of one, two or
three years in accordance with
the bye-laws of the Apex Body.
|
Management. |
|
118.
The Director of Societies may,
from time to time, consult with and delegate to the Apex body,
matters relating to the development
of registered societies.
|
Consultation of Director of Societies. |
|
PART XI |
||
CREDIT UNIONS |
||
119.
In this part -
|
Interpretation. |
|
(a)
"credit union" means a registered
society carrying on the business of a credit union;
|
||
(b)
"liquid assets" means assets
maintained by a credit union to ensure that it can meet its
commitments with respect to loans, withdrawals
of deposits, and
payment of accounts to fund its operation.
|
||
120.
This part applies to every
registered society that is organised and operated as a credit
union.
|
Application of this part. |
|
121.(1)
No credit union shall carry on
any business that is contrary to this Act, the regulations or its
bye-laws.
|
Restriction. |
|
(2)
A credit union may, with
permission of the Director of Societies, do all other acts and
things as are incidental or conducive to or
consequential to the
attainment of its objectives.
|
||
122.(1)
Every credit union shall make
an allowance for doubtful loans in accordance with the requirements
set out in the regulations.
|
Reserves and allowances. |
|
(2)
The directors of a credit
union shall establish and maintain equity at a minimum of 10%, of
total assets before any dividend is paid
out.
|
||
(3)
Subsection (3) of section 146
applies mutatis mutandis to this section.
|
||
123.(1)
Subject to this Act and the
regulations, every loan must be approved in accordance with the
policies established by the directors
before any funds are
advanced.
|
Loan approval. |
|
(2)
A loan to a director, a credit
committee member, a supervisory committee member, or any other
committee member or an employee of a
credit union or any person
connected with one of them must be approved in the manner
prescribed in the regulations.
|
||
(3)
Any person who knowingly
approves or grants a loan in contravention of this Act or
regulations shall be held liable for any losses
resulting to the
credit union in connection with that loan.
|
||
124.
Subject to any restrictions
that may be prescribed in the regulations, the credit union may
take any security for loans that it considers
advisable in keeping
with sound business practices.
|
Security for loans. |
|
125.(1)
Loans maybe made only to
members.
|
Loan limits. |
|
(2)
The bye-laws shall provide for
limits on the amounts of loans to any one member or on any type of
loans.
|
||
126.(1)
Where a credit union is
reporting loans on the balance sheet in its annual financial
statements, it shall report the loans at their
net estimated value
after deducting the allowance for doubtful loans.
|
Reporting loans. |
|
(2)
Any advance given by way of
overdraft or line of credit is deemed to be a loan for the purpose
of the balance sheet and must be reported
as a loan.
|
||
127.(1)
The maximum intervals at which
interest on loans must be paid may be prescribed in the
regulations.
|
Interest on loans. |
|
(2)
Where the borrower has not
paid the interest on his loan for a period determined in the
regulations, the credit union shall not include
that interest in
income.
|
||
128.(1)
Subject to section 78, a
credit union may, without the authority, aid, assistance or
intervention of any other person or official
-
|
Deposits. |
|
(a)
receive deposits from any person,
whatever his age, status or condition in life whether or not that
person is qualified by law to
enter into ordinary contracts;
and
|
||
(b)
pay any or all of the deposit and
any or all of the interest on the deposit to or to the order of
that person unless, before payment,
the money so deposited is
claimed by some other person -
|
||
(i)
in any action or proceeding to
which the credit union is a party and in respect of which service
of a writ or other process originating
such action or processing
has been made on the credit union; or
|
||
(ii)
in any other action or
proceeding pursuant to which an injunction or order made by the
court requiring the credit union not to make
payment of the money
or to make payment of it to a person other than the depositor has
been served on the credit union, and in that
case the money so
deposited may be paid to the depositor with the consent of the
claimant or to the claimant with the consent of
the
depositor.
|
||
129.(1)
A credit union is not bound to
see to the execution of any trust, whether express, implied or
constructive, pursuant to which any
deposit or share is
subject.
|
Credit Union not bound to see to trust. |
|
(2)
Where any deposit or share is
subject to a trust of which the credit union has notice, the
receipt or order -
|
||
(a)
of the trustee in whose name the
deposit or share stands; or
|
||
(b)
if the deposit or share stands in
the names of two or more trustees, all those trustees or any of
them who, pursuant to the document
creating the trust, may be
entitled to receive the deposit or share,
|
||
is, notwithstanding any trust to which the deposit or share is subject, a sufficient discharge for the payment of any money payable in respect of the deposit or share, and the credit union is not bound to see to the application of any money paid on the receipt or order. |
||
(3)
Notwithstanding any neglect or
omission on the part of a credit union to enter a proper
description in its books, no executor, administrator,
guardian,
committee or trustee who is entered on the books of the credit
union as a member, or who is described as representing a
named
estate, trust or trust beneficiary in any such capacity, is
personally liable to the credit union with respect to the share
that he represents.
|
||
(4)
The estate, trust or trust
beneficiary represented by a person described in subsection (3)
continues to be liable to the credit union
in the same manner and
to the same extent as if the testator, minor, ward, person of
unsound mind, beneficial trust or other trust
beneficiary were
entered on the records of the credit union as the holder of the
shares.
|
||
130.(1)
Every credit union shall have
a credit committee which shall consist of no less than three
members and no more than five members,
who shall be determined in
accordance with the procedure specified by section 17.
|
Credit committee. |
|
(2)
The elected members of a
credit committee may hold office for such term as the bye-laws
provide or until their successors are elected.
|
||
(3)
The credit committee shall
consist of the number of members fixed by the bye-laws, which shall
be not fewer than three.
|
||
(4)
No person who is a member of
the Supervisory Committee of the credit union shall be a member of
the credit committee.
|
||
(5)
No member shall be a member of
the credit committee unless he has attained the age of eighteen
years.
|
||
(6)
A majority of the credit
committee constitutes a quorum.
|
||
(7)
A member entitled to vote at
an election of members of the credit committee, if he votes shall
cast thereat a number of votes equal
to, or less than, the number
of members of the credit committee to be elected, and the member
shall distribute the vote among the
candidates in such a manner as
he sees fit, but no candidate shall receive more than one vote from
each member.
|
||
(8)
Where a vacancy occurs in the
credit committee, the board of directors may fill the vacancy until
the next annual meeting of the credit
union.
|
||
(9)
The bye-laws of the credit
union may provide for election and retirement of members of the
credit committee in rotation, but in that
case no member of the
credit committee shall be elected for a term of more than three
years.
|
||
131.
The credit committee shall
perform such duties as are prescribed by this Act, the regulations
and the bye-laws of the credit union.
|
Duties of credit committee. |
|
132.
When a member of the credit
committee fails to attend three consecutive meetings without, in
the opinion of the board, having a reasonable
cause therefor or
fails to perform any of the duties allotted to him as a member of
the committee, his position on the committee
may be declared vacant
by the board who may then appoint a qualified person to fill the
vacancy until the next annual meeting of
the credit union.
|
Removal by membership of credit committee. |
|
133.(1)
The board may, upon such terms
and conditions as it specifies, authorise the credit committee to
approve loans to members.
|
Officer to approve loan. |
|
(2)
The credit committee may, upon
such terms and conditions as the board specifies, authorise the
manager or other employee of the credit
union to approve loans to
members within a stated range.
|
||
(3)
Any person authorised by the
board to approve loans under subsection (1) or (2) shall submit a
written monthly report to the credit
committee stating the number
of loan applications received, the number of loans granted and the
security, if any, obtained for such
loans.
|
||
(4)
The responsibilities and
duties of any person authorised to approve loans under subsection
(2) are concurrent with the responsibilities
and duties of the
credit committee.
|
||
134.(1)
The credit committee shall
-
|
Credit committee reports. |
|
(a)
meet at least once every
month;
|
||
(b)
keep minutes of its
meetings;
|
||
(c)
submit a report to the board of
directors stating -
|
||
(i)
the number of loan applications
received;
|
||
(ii)
the number and category of loans
granted;
|
||
(iii)
the security obtained for such
loans; and
|
||
(iv)
applications denied and
delinquent loans; and
|
||
(d)
submit an annual report on the
matters referred to in paragraph (c) to the annual meeting of the
credit union.
|
||
(2)
The members of a society may,
by special resolution in a special meeting called for the purpose,
remove a credit committee which fails
to comply with paragraph (c)
of subsection (1).
|
||
135.(1)
The members may, by resolution
passed by two-thirds of the votes cast at a special general meeting
called for that purpose, remove
a member of the credit committee
before the expiration of his term of office, and shall at that
meeting elect another member in place
of the first mentioned member
for the unexpired portion of his term.
|
Removal by members. |
|
(2)
The notice calling the meeting
of members referred to in subsection (1) shall specifically state
that the purpose of the meeting is
to remove the member of the
credit committee who is named in the notice.
|
||
(3)
The member of the credit
committee, removed under this section, has the right to make such
representations to the members regarding
the resolution for his
removal as he thinks fit, and may be represented by an
attorney-at-law or an agent.
|
||
136.(1)
Every credit union shall have
a supervisory committee who shall be elected by its members at the
annual general meeting.
|
Supervisory committee. |
|
(2)
The members of a supervisory
committee shall hold office for such terms as the bye-laws provide
and until their successors are elected.
|
||
(3)
The supervisory committee
shall consist of the number fixed by the bye-laws, which shall be
not fewer than three.
|
||
(4)
No person who is a member of
the board of directors or credit committee or who is an employee of
the credit union shall be a member
of the supervisory
committee.
|
||
(5)
No member shall be a member of
the supervisory committee unless he has attained the age of
eighteen years.
|
||
(6)
A majority of the supervisory
committee constitutes a quorum.
|
||
(7)
A member entitled to vote at
an election of members of the supervisory committee, if he votes,
shall cast thereat a number of votes
equal to or less than the
number of members of the supervisory committee to be elected, and
the member shall distribute the votes
among the candidates in such
manner as he sees fit, but no candidates shall receive more than
one vote from each member.
|
||
(8)
Where a vacancy occurs in the
supervisory committee, the supervisory committee may fill all
vacancies until the next annual meeting
of the credit union.
|
||
(9)
The bye-laws of the credit
union may provide for the election and retirement of members of the
supervisory committee in rotation,
but in that case no member shall
be elected for a term of more than three years.
|
||
137.
The supervisory committee
shall examine the books of the credit union, confirm the cash
instruments, property and securities of the
credit union and
confirm the deposits of the members and perform such other duties
as are prescribed by this Act, the regulations
and the bye-laws of
the credit union.
|
Duties. |
|
138.
Then a member of the
supervisory committee fails to attend three consecutive meetings of
the committee without in the opinion of the
supervisory committee,
having a reasonable cause therefor, or fails to perform any of the
duties allotted to him as a member of the
committee, his position
on the committee maybe declared vacant by the remaining members of
the committee who may appoint a qualified
person to fill the
vacancy until the next annual meeting of the credit union.
|
Removal by membership of supervisory committee. |
|
139.
The board of directors may
appoint such persons as it considers necessary to assist the
supervisory committee in its duties, and may
pay those persons such
remuneration as it thinks fit.
|
Clerks. |
|
140.(1)
When the supervisory committee
has reasonable cause to believe that the funds, securities or other
property of the credit union have
been misappropriated or
misdirected, or in the event that the bye-laws of the credit union,
this Act or the regulations have been
contravened by the board of
directors, the credit committee or a member thereof or an officer
or employee engaged by the board of
directors or, the supervisory
committee shall forthwith inform the Director of Societies in
writing.
|
Misappropriation, etc. |
|
(2)
The supervisory committee
shall appoint an auditor or some other body to assist it in
determining whether any of the funds, securities
or other property
of the credit union have been misappropriated or misdirected and
the remuneration of any auditor or other body
so appointed shall be
determined by the supervisory committee and paid by the credit
union.
|
||
(3)
In the event of a
misappropriation or misdirection or a suspected misappropriation or
suspected misdirection as referred to in subsection
(1), the
supervisory committee may suspend any member of the board of
directors on approval of the Director of Societies in
writing.
|
||
(4)
The supervisory committee
shall forthwith request the board to summon a special general
meeting of the members to be held within fourteen
days after the
suspend referred to in subsection (3); and where the board fails to
summon such a meeting the supervisory committee
shall summon the
meeting within seven days after the expiry of the period of
fourteen days.
|
||
(5)
The supervisory committee
shall report to the general meeting all the circumstances of any
misappropriation or misdirection of funds,
securities or other
property and the reasons for any suspension.
|
||
(6)
The members of the credit
union may, by resolution, dismiss from office any person suspended
under subsection (3), and, when the members
of the credit union do
not dismiss from office any person so suspended, that person shall
be reinstated forthwith.
|
||
141.(1)
The supervisory committee
shall meet at least every two months, and where no auditor has been
appointed pursuant to section 85, shall
meet every two months, and
shall at each such meeting examine the affairs of the credit
union.
|
Meetings. |
|
(2)
The supervisory committee
shall keep minutes of its meetings and shall -
|
||
(a)
within seven days of each meeting
report the results thereof in writing to the board of directors;
and
|
||
(b)
submit a written report to the
annual meeting of the members of the credit union.
|
||
142.(1)
The members may, by resolution
passed by two-thirds of the votes cast at a special general meeting
duly called for the purpose, remove
a member of the supervisory
committee before the expiration of his term of office, and shall by
vote cast at the meeting elect another
member in his stead for the
unexpired portion of his term.
|
Removal by members. |
|
(2)
The notice calling the meeting
of members referred to in subsection (1) shall state that the
purpose of the meeting is to remove the
member of the supervisory
committee who is named in the notice.
|
||
(3)
The member of the supervisory
committee removed under this section has the right to make such
representations to the members regarding
the resolution for his
removal as he thinks fit, and may be represented by an
attorney-at-law or an agent.
|
||
PART XII |
||
CONSUMERS' SOCIETIES |
||
143.
In this Part, "consumers'
society" means a registered society whose primary purpose is to
purchase, procure, process, manufacture,
exchange, hire or deal in
goods or services for sale at retail to its members who are to be
the primary users or consumers of those
goods and services.
|
Interpretation. |
|
144.
This Part applies to every
society that is organised or operated as a consumers'
society.
|
Application of this Part. |
|
145.
Subject to the prior approval
of the Director of Societies, a society may provide in its bye-laws
that no more than one-third of its
directors may be
employees.
|
Restrictions of directorship. |
|
146.(1)
The directors of a consumers'
society shall set aside not less than twenty five percent of any
surplus in a reserve before paying
a dividend.
|
Reserve. |
|
(2)
When the amount of the
reserves as required by subsection (1) equals or is more than
twenty five percent of the total assets of the
society as shown in
its audited financial statement for the financial year, the
directors need not set aside any part of the surplus
in a
reserve.
|
||
(3)
The Director of Societies may
exempt a consumers' society from subsections (1) and (2) where he
considers it appropriate to do so.
|
||
(4)
A consumers' society may
charge against its reserve required by subsections (1) and (2)
-
|
||
(a)
net losses resulting from its
business operations; and
|
||
(b)
any losses resulting from
revaluation or sale of its assets.
|
||
PART XIII |
||
HOUSING SOCIETIES |
||
147.
In this Part -
|
Interpretation. |
|
(a)
"housing society" means a
registered society whose primary purpose is to provide housing
units for occupancy by its members as nearly
as possible at
cost;
|
||
(b)
"housing charges" means the fee
charged by a housing society to its members to cover its costs of
providing housing accommodation;
and
|
||
(c)
"housing unit" means housing
accommodation intended for individual or family use.
|
||
148.
This Part applies to every
housing society.
|
Application of this Part. |
|
149.
The relationship between a
housing society and its members is not a relationship between a
landlord and his tenants.
|
Relationship with members. |
|
150.
Where the bye-laws of a
society provide that it is a housing society or that this Part
applies to the society, the society may not
repeal or amend that
provision of the bye-laws without consent of the Director of
Societies.
|
Bye-laws not to be amended without consent of Director. |
|
151.
The bye-laws of a housing
society must, in addition to the matters required to be set out
therein by section 11, include the following
-
|
Bye-laws. |
|
(a)
the manner in which each member
may be required to furnish capital for the purposes of the
society;
|
||
(b)
the manner in which a member may
be required to pay for housing charges or other reserves;
|
||
(c)
the basis for fixing the amount
of housing charges;
|
||
(d)
subject to section 29, the manner
of withdrawal by a member and the repayment of the member's
interests in the society; and
|
||
(e)
the rules governing any leases of
housing units by members to non members.
|
||
152.
Where a housing society has a
share capital, that society shall not pay any dividend on the share
capital to its members.
|
No interest on share capital. |
|
153.(1)
The directors of a housing
society shall set aside not less than twenty five percent of any
surplus in a reserve.
|
Reserves. |
|
(2)
When the amount required to be
set aside pursuant to subsection (1) is equal to or is more than
twenty five percent of the total assets
of the society as shown in
the audited financial statement for the financial year, the
directors need not set aside any part of the
surplus in a
reserve.
|
||
(3)
A housing society may -
|
||
(a)
invest or deposit its reserve in
any registered society approved by the Director of Societies;
|
||
(b)
deposit its reserve in any bank
registered under the Bank and Trust Companies Regulation Act;
or
|
Ch. 287. |
|
(c)
invest its reserve in any other
manner authorised by the Trustee Act.
|
No. 22 of 1998. |
|
(4)
A housing society shall use
its reserve as required pursuant to subsection (1) to cover -
|
||
(a)
operating losses; or
|
||
(b)
any contingencies that the
directors consider are necessary to the operation of the
society.
|
||
(5)
Any gains resulting from the
sale of real property -
|
||
(a)
must he set aside as a reserve
fund for unforeseen operating losses or other contingencies, or for
the maintenance or further development
of the services provided by
the society; or
|
||
(b)
must, where the matters authorise
at an annual meeting, be donated by the directors to one or more
organizations, associations or
groups with objectives of a
benevolent or charitable nature or housing society with similar
objectives.
|
||
154.
The Landlord and Tenant Act
does not apply to the relationship between -
|
Non-application of Landlord and Tenant Act. Ch. 151. |
|
(a)
the housing society; and
|
||
(b)
its members and any person whose
membership in the housing society has been terminated.
|
||
155.(1)
Where a person's membership in
a housing society is terminated, any right of that person to
possess or to occupy residential premises
acquired by virtue of
membership in the society is terminated.
|
Right to possession terminated. |
|
(2)
Where a person's membership in
a housing society is terminated and the member does not give up
possession of the housing unit he occupies,
the housing society may
apply to the court to recover possession or to recover any arrears
of housing charges.
|
||
156.(1)
Where a member -
|
Abandoned goods. |
|
(a)
has his membership terminated or
has vacated or abandoned the housing unit formerly occupied by him;
and
|
||
(b)
has left property in the housing
unit, the housing society may apply to the Magistrate's court for
the district where the housing
unit is situated for an order
authorising it to remove the property from the housing unit and
sell or otherwise dispose of it.
|
||
(2)
The Magistrate may make an
order pursuant to subsection (1) where he is satisfied that the
housing society has made a reasonable effort
to locate the former
member.
|
||
(3)
Where a housing society sells
or otherwise disposes of property pursuant to any order made under
subsection (2), it shall pay into
the Magistrate's court, to the
credit of the former member, any remaining proceeds of the
disposition after deducting -
|
||
(a)
any amount with respect to costs
incurred by it relating to the disposition that it would be
authorised to retain if the property
were goods sold pursuant to
distress for housing charges; and
|
||
(b)
any arrears of housing charges
and damages that the Magistrate allows.
|
||
(4)
Where a former member does not
claim the remaining proceeds described in subsection (3) within
three months after the date the money
was paid into the
Magistrate's court, the money shall be paid into the Stabilization
Fund.
|
||
(5)
Where a housing society
removes, sells or otherwise disposes of property pursuant to an
order made under subsection (2), the housing
society is not liable
to any action taken by the former member with respect to the
removal, sale or disposition.
|
||
PART XIV |
||
INDUSTRIAL SOCIETIES |
||
157.
In this Part, "industrial
society" means a society whose primary purpose is to operate an
enterprise in which its members are the
workers necessary for the
operation.
|
Interpretation. |
|
158.
This Part applies to every
registered society that is organised or operated as an industrial
society.
|
Application. |
|
159.(1)
In an industrial society,
seventy five percent of all employees must be members of the
society and seventy five percent of the employees
of a member
society must be members of the member society.
|
Member employee |
|
(2)
Subject to subsection (3), no
industrial society shall sub-contract out more than fifty percent
of its work.
|
||
(3)
Where an industrial society
applies to the Director of Societies, he may allow the industrial
society to sub-contract out more than
fifty percent of its
work.
|
||
160.
In addition to the matters
required to be set out in the bye-laws pursuant to section 11, the
bye-laws of an industrial society must
include -
|
Workers bye-laws. |
|
(a)
conditions of admission,
expulsion or suspension of its members;
|
||
(b)
a procedure for laying off
members when there is a lack of work and a procedure of recall to
work;
|
||
(c)
remuneration of workers involved
in the day to day work of the society; and
|
||
(d)
allocation of bonus among
members.
|
||
161.
No industrial society may be
registered where the acquisition of goods for resale to the public
is one of its principal objects stated
in its bye-laws.
|
Restriction on registration. |
|
162.
Notwithstanding section 84
when allocating among creditors or paying a bonus to the members of
an industrial society, the directors
may take into account the
contribution of each member.
|
Bonus based. |
|
163.
Notwithstanding any other
provision of this Act, the majority of directors of an industrial
society may be employees of the society.
|
Employees may be directors. |
|
PART XV |
||
FORMER-ACT SOCIETIES |
||
164.(1)
Upon the commencement of this
Act, all corporate instruments of a former-Act society and all
cancellations, suspension, proceedings,
acts, registrations and
things, lawfully done under any provision of the former Act are
presumed to have been lawfully done under
this Act, and continue in
effect under this Act as though they had been lawfully done under
this Act.
|
Former-Act Society. |
|
(2)
For purposes of this section
"lawfully done" means to have been lawfully granted, issued,
imposed, taken, done, commenced, filed or
passed, as the
circumstance require.
|
||
(3)
For the purposes of this Part
-
|
||
(a)
"former Act" means the
Co-operative Societies Act in force immediately before the
commencement of, and repealed by this Act;
|
||
(b)
"former-Act society" means a
society registered pursuant to the former Act.
|
||
165.(1)
Notwithstanding any other
provisions of this Act, but subject to subsection (2), if any
provision of a corporate instrument of a former-Act
society
lawfully in force immediately before the commencement of this Act
is inconsistent with, repugnant to, or not in compliance
with this
Act, that provision is not illegal or invalid only by reason of
that inconsistency, repugnancy or non-compliance.
|
Effect of corporate instrument. |
|
(2)
Any act, matter or proceeding
or thing done or taken by the former Act society or any director,
member or officer of the society under
a provision mentioned in
subsection (1) is not illegal or invalid by reason only of the
inconsistency, repugnancy or non-compliance
mentioned in that
subsection, or by reason of being prohibited, or not authorised by
the law as it is after commencement of this
Act.
|
||
166.(1)
Every former-Act society must,
within one year after the commencement of this Act, apply to the
Director of Societies for a certificate
of continuance under this
Act.
|
Continuation as society. |
|
(2)
A fee to defray administration
costs may be prescribed in respect of an application and
certificate of continuance under this Part.
|
||
167.
Within the period referred to
in section 166 (1) any amendments to, or replacement of, the
bye-laws of a former-Act society must be
made in accordance with
this Act.
|
Amending instrument. |
|
168.
Bye-laws of continuance may,
without so stating in the bye-laws, effect any amendments to the
bye-laws of a former-Act society if
the amendment is an amendment
that a society registered under this Act can make in its
bye-laws.
|
Bye-laws. |
|
169.(1)
Upon receipt of an application
under this Part, the Director of Societies may, and, if the
applicant complies with all reasonable
requirements of the Director
of Societies to have the continued society accord with the
requirements of this Act, the Director of
Societies must, issue a
certificate of continuance to the former-Act society, in accordance
with section 166.
|
Certificate of continuance. |
|
(2)
On the date shown in the
certificate of continuance -
|
||
(a)
the former-Act society becomes a
society to which this Act applies as if it had been registered
under this Act;
|
||
(b)
the bye-laws of continuance are
the bye-laws of registration of the continued society; and
|
||
(c)
except for the purposes of
subsection (1) of section 164, the certificate of continuance is
the certificate of registration of the
continued society.
|
||
170.
When a former-Act society is
continued as a society under this Act.
|
Preservation of society. |
|
(a)
the property of the former-Act
society continues to be the property of the society;
|
||
(b)
the society continues to be
liable for the obligations of the former-Act society;
|
||
(c)
an existing cause of action,
claim or liability to prosecute is unaffected;
|
||
(d)
a civil, criminal or
administrative action or proceeding pending by or against the
former-Act society may be continued by or against
the society;
and
|
||
(e)
a conviction against, or ruling,
order or judgement in favour of or against, the former-Act society
may be enforced by or against
the society.
|
||
171.
When a former-Act society
fails to apply to the Director of Societies for a certificate of
continuance within the time limited therefor
under section 166,
then, after the expiration of that period -
|
Non-continuance. |
|
(a)
the former-Act society may not,
without leave, sue in any court, but may be made a defendant to a
suit;
|
||
(b)
no bonus or dividend shall be
paid to any member of the former-Act society; and
|
||
(c)
every director of the former-Act
society is liable to a penalty of one hundred dollars a day for
each day during which the Act society
carries on its undertaking
thereafter.
|
||
172.(1)
A reference in any bye-law of
any society to the former Act or any procedure under the former Act
is, in relation to any former-Act
society continued under this Act
to be construed as a reference to the provision or procedure of
this Act or procedure there under
that is the equivalent provision
or procedure under this Act.
|
Effect of earlier references. |
|
(2)
Without affecting the
operation of the Interpretation and General Clauses Act, when there
is no equivalent provision in this Act to
the provision or
procedure in or under the former Act referred to in the bye-laws,
the provision or procedure of the former Act is
to be applied, and
stands repealed to the extent necessary to give effect to that
reference in the bye-laws.
|
Ch. 2. |
|
PART XVI |
||
OFFENCES |
||
173.(1)
Any member, director,
committee member, agent or employee of a society who corruptly
accepts, agrees to accept, obtains or attempts
to obtain whether
for himself or another, any gift or consideration as an inducement
or reward for doing or forbearing to do any
act relating to the
business of the society or for showing favour or disfavour to any
person in relation to the business of the society
and any person
who corruptly gives, agrees to give or offers such gift or
consideration to any member, director, committee member,
agent or
employee of a society as such inducement or reward, commits an
offence and is liable on summary conviction to a fine of
two
thousand dollars or to a term of imprisonment for five years.
|
Corrupt practices and bribery. |
|
(2)
In this section,
"consideration" includes valuable consideration of any kind.
|
||
174.(1)
Any person who obtains
possession of any property of or is granted any loan by a society
by false representation or other corrupt
means or wrongfully
withholds or misapplies any such property or loan or willfully
applies any part thereof to purposes other than
those directed or
expressed in the bye-laws of such society or authorised in this Act
or the regulations, commits an offence is liable
on summary
conviction to a fine of one thousands dollars.
|
Falsely obtaining property of society. |
|
(2)
In any proceedings under this
section the person accused may in addition to any penalty imposed
be ordered to deliver up any property
or repay any sum of money to
which the proceedings relate and pay the cost of the
proceedings.
|
||
175.(1)
A society or any officer or
member thereof or any other person who fails without reasonable
cause or willfully, neglects or refuses
to comply with any
requirements of this Act or the regulations, any order given for
the purposes of and in accordance with, the Act
or to furnish any
information or who purporting to comply with any such requirement
knowingly furnishes false information commits
an offence.
|
Failure to comply with the Act, etc. |
|
(2)
Any person who willfully or
without reasonable cause disobeys any summons, order or direction
lawfully issued under this Act or the
regulations commits an
offence.
|
||
(3)
Any officer or member of a
society who willfully contravenes the bye-laws of the society
relating to his duties or functions as such
officer or member
commits an offence.
|
||
(4)
A person who commits an
offence under this section is liable to a fine of two thousand
dollars.
|
||
176.(1)
Any person who fraudulently or
clandestinely removes any property comprised in a charge created in
favour of a society under section
42 from the place where such
property was situated at the time of the execution of the charge or
who knowingly dispose of or deals
with or attempts to dispose of or
deal with such property without first obtaining in writing leave of
the society, commits an offence
and is liable on summary conviction
to a fine of one thousand dollars and to a term of imprisonment for
one year.
|
Dealing in property subject to charge. |
|
(2)
Where any person who has
received a loan from a society is convicted of an offence under
this section there maybe imposed on him notwithstanding
any penalty
specified in subsection (1) an additional penalty equal to such
amount of the loan with interest as has not been repaid
to the date
of the conviction and the payment of such additional penalty shall
discharge the liability of the borrower to repay the
loan.
|
||
(3)
Where the court has imposed an
additional penalty specified in subsection (2) and that penalty is
not paid, the court may order that
the person convicted under this
section and who has defaulted in the payment of the additional
penalty be imprisoned for six months
in respect of such
default.
|
||
177.(1)
A person commits an offence,
who makes or assists in making a report, return, notice or other
document, required in this Act or the
regulations to be sent to the
Director of Societies or to any other person, that -
|
Offences with respect to reports. |
|
(a)
contains an untrue statement of a
material fact;
|
||
(b)
omits to state a material fact
required in the report or necessary to make a statement contained
in the report not misleading in the
light or the circumstances in
which it was made.
|
||
(2)
A person who commits an
offence under subsection (1) is liable on summary conviction
-
|
||
(a)
in the case of an individual, to
a fine of five thousand dollars or to term of imprisonment of one
year or to both;
|
||
(b)
in the case of a person other
than an individual, to a fine of twenty thousand dollars.
|
||
(3)
Where the person referred to
under subsection (1) is a body corporate and whether or not the
body corporate has been prosecuted or
convicted, any director or
officer of the body corporate who knowingly authorises, permits or
acquiesces in the offence also commits
an offence and is liable on
summary conviction to a fine of five thousand dollars or to a term
of imprisonment of one year or to
both.
|
||
(4)
No person commits an offence
under subsection (1) or (3) where the untrue statement or omission
-
|
||
(a)
was unknown to him; and
|
||
(b)
in the exercise of reasonable
diligence, could not have been known to him.
|
||
178.
Every society and every
officer or member thereof or other person who commits an offence
under this Act for which no penalty is expressly
provided is liable
on summary conviction to a fine of two thousand dollars and in the
case of a continuing offence to a further fine
of one hundred
dollars for each day that the offence continues after conviction
thereof.
|
Penalty for offences not otherwise provided for. |
|
PART XVII |
||
MISCELLANEOUS |
||
179.
Unless otherwise provided, a
party aggrieved or adversely affected by an order or decision of
the Director of Societies under this
Act may appeal from the
decision or order to the Minister within two months of such order
or decision and a further appeal shall
lie to a judge in Chambers
within one month of such order or decision of the Minister.
|
Appeals. |
|
180.(1)
A copy of any entry in a book
of a registered society regularly kept in the course of business
shall, if certified in such manner
as maybe prescribed by the
regulations, be received in any legal proceedings, 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, to
the same extent
as, the original entry itself is admissible.
|
Evidence of documents and of entries in books. |
|
(2)
No officer of any such
society, in any legal proceedings to which the society is not a
party can be compelled to produce any of the
books of the society,
the contents of which can be proved under subsection (1) or to
appear as a witness to prove any matters transaction
or accounts
therein recorded, unless the court for special reasons so
directs.
|
||
(3)
Every copy of rules or other
instruments or documents, and every extract of an instrument or
document, bearing the seal or signature
of the Director of
Societies, shall be received in evidence without further proof; and
every document purporting to be signed by
the Director of Societies
under this Act shall, in the absence of any evidence to the
contrary, be received in evidence without further
proof of the
signature.
|
||
181.
Every society registered under
this Act is exempt from any stamp duty with which, under any law
for the time being in force, instruments
executed by or on behalf
of such society or by an officer or member relating to the business
of such society, any class of such instruments,
are respectively
chargeable.
|
Exemption from stamp duties and other fees. |
|
182.
The Companies Act, The
Friendly Societies Act, the Minors Act and the Banks and Trust
Companies Regulation Act, the Insurance Act
and the Mutual Funds
Act do not apply to societies registered under this Act.
|
Non-application of certain Acts. No. 18 of 1992. Ch. 283. Ch. 6. Ch. 287. Ch. 317. No. 6 of 1995. |
|
183.(1)
The Minister may make such
regulations as may be necessary for the purpose of carrying out or
giving effect to the objectives and
provision of this Act.
|
Regulations. |
|
(2)
Without limiting the
generality of subsection (1) regulations may be made requiring the
payment of and prescribing the amount of any
fee with respect to
-
|
||
(a)
the filing, examination or
copying of any document; or
|
||
(b)
any action that the Director of
Societies is required or authorised to take pursuant to this
Act;
|
||
(c)
prescribing the procedures for
appeals to the Director of Societies pursuant to section 92;
|
||
(d)
exempting any society from any
provision of this Act; and
|
||
(e)
prescribing any other matter or
thing required or authorised to be prescribed by this Act.
|
||
184.(1)
The Co-operative Societies Act
is repealed.
|
Repeals Ch. 284. |
|
(2)
Notwithstanding subsection
(1), where a society is being dissolved or liquidated and dissolved
pursuant to the former Act, that Act
continues to apply to that
society.
|
||
185.
Instruments or transactions
relating to any loan guaranteed under this Act shall be exempt from
the payment of stamp duty under the
Stamp Act.
|
Exemption from stamp duty. Ch. 334. |
|
186.(1)
Any society may, subject to
this Act and any regulations made thereunder, amend its bye-laws
including the bye-law which declares
the name of the society.
|
Power to amend bye-laws. |
|
(2)
No amendment of the bye-laws
of a society shall be valid until that amendment has been
registered under this Act, for which purpose
three copies of the
amendment shall be forwarded to the Director of Societies.
|
||
(3)
If the Director of Societies
is satisfied that any amendment of the bye-law, is not contrary to
this Act, he may register the amendment.
|
||
(4)
Where the Director of
Societies refuses to register an amendment of a bye-law, an appeal
shall lie to the Registered Societies Appeal
Tribunal whose
decision shall be final.
|
||
(5)
An amendment which changes the
name of the society shall not affect any right or obligation of the
society or of any of its members
or past members and any legal
proceedings pending may be continued by or against the society
under its new name.
|
||
(6)
Where the Director of
Societies registers an amendment of the bye-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.
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||
TRANSITIONAL |
||
187.
All societies which prior to
the commencement of this Act were duly registered under any
enactment shall be deemed to be registered
under this Act.
|
Societies deemed to be registered. |
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