Co-operative Societies Act

	Home \| Databases \| WorldLII \| Search \| Feedback Vanuatu Consolidated Legislation - 1988

2. Appointment of registrar and assistant registrars
3. Societies which may be registered
4. Condition of registration and name of registered society
5. Application for registration
6. Probationary societies
7. Registration
8. Societies to be bodies corporate
9. Evidence of registration

10. Amendment of by-laws
11. Address of society
12. Copy of Act, Rules, by-laws, etc., to be open to inspection
13. Disposal of produce to or through a registered society
14. Creation of charges in favour of registered societies
15. Charge and set-off in respect of shares or interest of members
16. Shares or interest not liable to attachment or sale
17. Transfer of interest on death of member
18. Deposits by or on behalf of minors
19. Register of members
20. Proof of entries in books of society
21. Amalgamation or transfer of societies
22. Division of societies

23. Qualification for membership
24. Members not to exercise rights until due payment made
25. Restriction of membership
26. Votes of members
27. Representation by proxy
28. No individual to hold more than one-fifth of share capital of any society
29. Restriction on transfer of share or interest

30. Loans made by a registered society
31. Deposits and loans received by a registered society
32. Restrictions on other transactions with non-members
33. Investment of funds
34. Disposal of profits

35. Annual returns
36. Audit
37. Power of registrar to inspect societies' books etc.
38. Inquiry and Inspection

39. Cancellation of registration of society
40. Appeal against order to cancel registration
41. Effect of cancellation
42. Liquidation of society
43. Liquidator's powers
44. Power of registrar to control liquidation
45. Enforcement of order
46. Closure of liquidation
47. Liability of members on dissolution

48. Registrar may order repayment or restoration of property due to a society
49. Attachment of property
50. Appeal against order under section 49

54. Powers to exempt any society from requirements as to registration
55. Power to exempt societies from provisions of the Act
56. Power to exempt from stamp duty and registration fees
57. Provision for school co-operatives
58. Dissolution of committee
59. Special committee members of national and secondary societies
60. General offences by societies etc.
61. Offences by societies to be also offences by officers etc.
62. Punishment of fraud or misappropriation
63. Restriction of the use of the word "co-operative"
64. Continuing offences
SCHEDULE-Matters to be provided for in society's by-laws

To make provision for the formation, registration and regulation of co-operative societies and for other matters connected therewith.

"committee" means the governing body, by whatever name called, of a registered society to whom the management of its affairs is entrusted;

"dividend" means a share of the profits of a registered society divided among its members in proportion to the share capital held by them;

"member" includes a person or registered society joining in the application for the registration of a society, and a person or registered society admitted to membership after registration in accordance with the by-laws;

"officer" includes a chairman, secretary, treasurer, member of committee, or other person empowered under the by-laws to give directions in regard to the business of a registered society;

"registrar" means the Registrar of Co-operative Societies appointed under section 2 of this Act.

2. The Minister may appoint a person to be Registrar of Co-operative Societies and may appoint persons to assist the registrar, and may, by order, confer on any such person all or any of the powers of the registrar under this Act.

3. Subject to this Act any society for carrying on any industry, business or trade in accordance with co-operative principles may be registered under this Act.

(a) it consists of not less than seven persons each of whom is qualified to be a member in accordance with section 23; or

(2) The word "co-operative" shall form part of the name of every registered society.

(3) The word "limited" shall be the last word in the name of a registered society.

(4) No society shall be registered under a name which in the opinion of the registrar is undesirable.

(5) When for the purposes of this Act a question arises as to the qualification of any person to be a member of a registered society, such question shall be decided by the registrar whose decision shall be final.

5. (1) For the purposes of registration an application shall be made to the registrar.

(a) in the case of a society of which no member is a registered society by at least seven persons qualified to be members in accordance with section 23 of this Act; and

(b) in the case of a society of which all members are registered societies, by a duly authorised person on behalf of every such registered society;

(c) in the case of a society whose membership consists of one or more registered societies and other members, by a duly authorised person on behalf of every such registered society and by seven such other members, or where there are less than seven by all of them.

(3) The application shall be accompanied by copies of the proposed by-laws of the society, and the persons by whom or on whose behalf such application is made shall furnish such information in regard to the society as the registrar may require. The by-laws of a society shall contain provision in respect of the matters specified in the Schedule to this Act.

6. (1) If the Registrar does not see fit to register a society he may, by notice in writing (hereinafter referred to as a notice of deferment), defer registration of that society subject to its compliance with such conditions as shall be specified by the registrar in that notice.

(2) The registrar shall transmit the notice of deferment to the persons by whom or on whose behalf application for registration is made.

(3) A notice of deferment shall, subject to this section and to any conditions specified in the notice, entitle the society in respect of which it is issued to operate as a registered society.

(4) A society entitled to operate as a registered society under subsection (3) above shall be termed a probationary society and shall, while entitled to operate as such, be deemed to be a body corporate 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 constitution. The liability of a probationary society shall be limited.

(5) Upon the registration of a probationary society under section 7, its certificate of registration shall supersede its notice of deferment which thereafter shall cease to have effect and the society shall be deemed for all purposes to have been registered from the date on which its notice of deferment was issued by the registrar.

(6) The registrar may, in his discretion, cancel a notice of deferment in writing addressed to the probationary society concerned and shall so cancel a notice of deferment on the expiry of 2 years from the date thereof if the society is not by then qualified for registration; such cancellation shall, from the date thereof, operate as a refusal to register the society for the purposes of section 7:

Provided that such cancellation shall not affect the validity of any transaction entered into or with the society while its notice of deferment was in force.

(7) Where the notice of deferment of a probationary society is cancelled under subsection (6) the registrar may appoint a person to be liquidator of the society.

(8) Sections 10(3) and 10(5) and 39 to 42 (inclusive) shall not apply to a probationary society.

(9) Subject to subsection (8), any reference in any law, including this Act, to a registered society within the meaning of this Act shall, unless the context otherwise requires, include a reference to a probationary society.

(10) The last 4 words in the name of every probationary society shall be "probationary co-operative society limited."

7. If the registrar is satisfied that a society has complied with the provisions of this Act and that its proposed by-laws are not contrary to this Act or any other law, he shall register the society and its by-laws. An appeal shall lie in a prescribed manner to the Minister against the refusal of the registrar to register a society within 1 month from the date of such refusal.

8. On registration a society shall become 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 constitution.

9. A certificate of registration signed by the registrar shall be conclusive evidence that the society and its by-laws therein mentioned is duly registered, unless it is proved that the registration of the society has been cancelled.

10. (1) Subject to this Act any registered society may amend its by-laws, including the by-law which declares the name of the society.

(2) No amendment of the by-laws of a registered society shall be valid until the amendment has been registered under this Act.

(3) If the registrar is satisfied that any amendment of the by-laws is not contrary to this Act or any other law he shall register the amendment. A registered society may appeal in a prescribed manner to the Minister against the refusal of the registrar to register any amendment of its by-laws.

(4) A change in the name of a society shall not affect any rights or obligations 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.

(5) When the registrar registers an amendment of the by-laws, 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 registered.

(6) In this section "amendment" includes the making of a new by-law and the varia-tion or repeal of a by-law.

11. Every registered society shall have an address, registered in accordance with the rules, to which all notices and communications may be sent, and shall send to the registrar notice of every change of that address.

12. Every registered society shall keep a copy of this Act and of the rules and of its by-laws and a list of its members open to inspection, free of charge, at all reasonable times at the registered address of the society.

13. (1) A registered society which has as one of its objects the disposal of any article produced or obtained by the work or industry of its members, whether the produce of agriculture, animal husbandry, forestry, fisheries, handicrafts or other-wise, may provide in its by-laws or may otherwise contract with its members-

(a) that every member who produces any such article dispose of the whole or any specified amount, proportion or description thereof to or through the society; and

(b) that any member who is proved, in such manner as may be prescribed, to have committed a breach of the by-laws or contract shall pay to the society as liquidated damages a sum assessed in such manner as may be prescribed.

(2) No contract referred to in subsection (1) shall be contested in any court on the ground only that it constitutes a contract in restraint of trade.

14. Subject to any prior claim of the Government on the property of the debtor and to the lien of a landlord in respect of rent or any money recoverable as rent and in the case of immovable property to any prior registered charge thereon-

(a) any debt payable to a registered society by a member or past member shall be a first charge on all agricultural produce, felled timber or other forest produce, marine produce, fish, livestock, fodder, agricultural, industrial and fishing implements, plant, machinery, boats, tackle and nets, raw materials, stock-in-trade and generally all produce of labour and things used in connection with production raised, purchased or produced in whole or in part from any loan whether in money or in goods given to him by the society:

Provided that nothing herein contained shall affect the claim of any bona fide purchaser or transferee without notice;

(b) any debt payable to a registered housing society by a member or past member in respect of rent, shares, loans or purchase money or any other rights or amount payable to such society shall be a first charge upon his interest in the immovable property of the society;

(c) any outstanding demands not exceeding in the aggregate VT10,000 per annum payable to a registered society for the purchase of shares in that society by a member or past member shall be a first charge on all produce and other articles mentioned in paragraph (a) of that member or past member:

Provided that any outstanding demand for the purchase of such shares shall be deemed to constitute a share of the member under section 15.

15. (1) A registered society shall have a charge upon the shares or interest in the capital and on the deposits, dividend, bonus or profits payable to any member in respect of any debt due from him to the society and may set off any moneys credited or payable to a member in or towards payment of any such debt.

(2) In subsection (1) the reference to "member" includes a reference to a past member and the estate of a deceased member.

16. Subject to section 15 the share or interest of a member in the capital of a registered society shall not be liable to attachment or sale under any decree or order of a court in respect of any debt or liability incurred by such member, and neither his assignee in insolvency nor trustee in bankruptcy shall be entitled to, or have any claim on, such share or interest;

Provided that where a society is dissolved the share and interest of any member who has been adjudicated a bankrupt shall be vested in the trustee in bankruptcy.

17. (1) On the death of a member there shall be no transfer by inheritance of the shares or interest of the deceased member in a registered society; but the society may transfer his share or interest to a person nominated in accordance with the rules made in this behalf, or, if there is no person so nominated, to such person as shall appear to the committee to be the legal representative of the deceased, or may pay to such nominee or legal representative, as the case may be, a sum representing the value of such member's share or interest, as ascertained in accordance with the rules or by-laws:

Provided that the society may transfer the share or interest of the deceased member to such nominee or legal representative, as the case may be, being qualified in accordance with rules and by-laws for membership of the society, or on his application within 6 months of the death of the deceased member to any person specified in the application who is so qualified.

(2) A registered society shall pay all other moneys due to the deceased member from the society to such nominee or legal representative as the case may be.

(3) All transfers and payments made by a registered society in accordance with this section shall be valid and effectual against any demand made upon the society by any other person.

18. (1) A registered society may receive deposits from or for the benefit of minors. Any deposits made by a minor may, together with interest, be paid to that minor; and any deposit made on behalf of a minor may, together with interest be paid to the guardian of that minor for the use of the minor.

(2) The receipt of any minor or guardian for money paid to him in accordance with this section shall be a sufficient discharge of the liability of the society in respect of that money.

19. Any register or list of members kept by a registered society shall be prima facie evidence of any of the following particulars entered therein-

(a) the date at which the name of any person was entered in such register or list as a member;

20. (1) A copy of any entry in a book of a registered society regularly kept in the course of business shall, if certified in a prescribed manner, be received in any legal proceedings, civil or criminal, as prima facie evidence of such entry and shall be admitted as evidence of the matters, transactions and accounts therein recorded in every case where, and to the same extent as, the original entry is admissible.

(2) No officer of a registered society shall, in any legal proceedings to which the society is not a party, be compelled to produce any of the society's books, the contents of which can be proved under subsection (1), or to appear as a witness to prove any matters, transactions or accounts therein recorded, unless the court for special reasons so directs.

21. (1) Any 2 or more registered societies may, with the approval of the registrar, by a resolution passed by a three-fourths majority of the members present at a special general meeting of each such society held for the purpose, amalgamate as a single society; provided that each member has had clear 15 days' written notice of the resolution and the date of the meeting. Such an amalgamation may be effected without a dissolution, or a division of the funds, of the amalgamating societies. The resolutions of the societies concerned shall on such amalgamation be a sufficient conveyance to vest the assets and liabilities of the amalgamating societies in the amalgamated society.

(2) Any registered society may by a resolution passed in accordance with the procedure laid down in subsection (1) transfer its assets and liabilities to any other registered society which is prepared to accept them:

(a) where any such amalgamation or transfer of assets and liabilities involves the transfer of the liabilities of a society to any other society, it will not be made without giving 3 months' notice in writing to the creditor of both or all such societies; and

(b) if a creditor of any of the societies concerned objects to such amalgamation or transfer, and, gives written notice to that effect to the society concerned 1 month before the date fixed for such amalgamation or transfer, the amalgamation or transfer shall not be made until the dues of such creditor have been satisfied.

22. (1) Any registered society may, with the approval of the registrar, by a resolution passed by a three-fourths majority of the members present at a special general meeting of the society held for the purpose, divide itself into 2 or more societies, provided that each member has had clear 15 days' written notice of the resolution and the date of the meeting. The resolution (hereinafter in this section referred to as a preliminary resolution) shall contain proposals for the division of the assets and liabilities of the society among the new societies in which it is proposed to divide it and may prescribe the area of operation of, and specify the members who will constitute, each of the new societies.

(2) A copy of the preliminary resolution shall be sent to all the members and creditors of the society. A notice of the resolution shall also be given to all other persons whose interests will be affected by the division of the society.

(3) Any member of the society may, notwithstanding any by-law to the contrary, by notice given to the society within 3 months of his receipt of a copy of the resolution, intimate his intention not to become a member of any of the new societies.

(4) Any creditor of the society may, notwithstanding any agreement to the contrary, by notice given to the society within the said period intimate his intention to demand a return of any amount due to him.

(5) Any other person whose interest will be affected by the division may by notice given to the society object to the division unless his claim is satisfied.

(6) After the expiry of 3 months from the receipt of the preliminary resolution by all the members and creditors of the society and of the notice by other persons mentioned in subsection (2) another special general meeting of the society, of which at least clear 15 days' notice shall be given to members, shall be convened for considering the preliminary resolution. If, at such meeting the preliminary resolution is confirmed by a resolution passed by a majority of not less than two-thirds of the members present, either without changes or with such changes as in the opinion of the registrar are not material, the registrar may, subject to subsection (9) and to section 7 register the new societies and the by-laws thereof. On such registration the registration of the old society shall be deemed to have been cancelled and the society shall be deemed to be dissolved from the date of such cancellation.

(7) The opinion of the registrar as to whether the changes made in the preliminary resolution are or are not material shall be final and no appeal shall lie therefrom.

(8) At the special general meeting referred to in subsection (6) 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 mentioned in subsection (5) as the registrar decides or securing their claims in such manner as the registrar directs:

Provided that no such member or creditor or other person shall be entitled to such repayment or satisfaction until the preliminary resolution is confirmed as provided in subsection (6).

(9) If within such time as the registrar considers reasonable, the share capital of the members referred to in subsection (8) is not repaid or the claims of the creditors referred to in that subsection are not satisfied, or the claims of the other persons are not satisfied or secured as provided in subsection (8)(c), the registrar may refuse to register the new societies.

(10) The registration of the new societies shall be a sufficient conveyance to vest the assets and liabilities of the original society in the new societies in the manner specified in the preliminary resolution as confirmed under subsection (6).

23. In order to be qualified for membership of a registered society a person, other than a registered society, must be 18 years of age.

24. No member of a registered society shall exercise the rights of a member unless or until he has made such payment to the society in respect of membership or acquired such interest in the society, as may be prescribed by the rules or by-laws.

25. Except with the sanction of the registrar, no person shall be a member of more than one registered society whose principal object is to grant loans to its members.

26. No member of a registered society shall have more than one vote in the conduct of the affairs of the society:

(b) in the case of societies of which a registered society is a member that society may have such voting powers as are provided in the by-laws of the society of which it is a member.

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

28. No member, other than a registered society, shall hold more than one-fifth of the share capital of any registered society.

29. The transfer or charge of the share or interest of a member or past or deceased member in the capital of a registered society shall be subject to section 28.

PART V
PROPERTY AND FUNDS OF REGISTERED SOCIETIES LOANS MADE BY A REGISTERED SOCIETY

30. (1) A registered society shall not, except as provided in section 32, make any loan to any person other than a member:

Provided that, with the consent of the registrar, a registered society may make loans to another registered society.

(2) Except with the permission of the registrar, a society shall not lend money on the security of any movable property other than produce or goods in which the society is authorised to deal.

(3) The Minister may, by general or special order, prohibit or restrict the lending of money on mortgage of any description of immovable property by any registered society.

31. A registered society may receive deposits and loans from persons who are not members only to such extent and under such conditions as may be prescribed.

32. Without prejudice to sections 30 and 31, the transactions of a registered society with persons other than members shall be subject to such prohibitions and restrictions as may be prescribed.

(a) with any bank or person carrying on the business of banking approved for this purpose by the registrar; or

34. (1) Not less than one-fourth, or such other part as the registrar may approve, of the net profits of a registered society made during every year and audited under section 36, shall be carried to a fund called the statutory reserve fund.

(2) The statutory reserve fund may only be appropriated by a registered society in such manner, to such purpose and subject to such conditions as may be pre-scribed.

(3) The remainder of the profits mentioned in subsection (1) and any profits of past years available for distribution may be divided among the members by way of dividend or bonus, or allocated to any funds constituted by the society, to such extent or under such conditions as may be prescribed or as are provided for in the by-laws of the society.

(4) Any registered society may with the approval of the registrar, after the appropriate part of the net profits has been carried to the statutory reserve fund, contribute an amount not exceeding 10 per cent of the remainder of the net profits to any charitable purpose or to a common-good fund.

35. (1) Every registered society shall, within 3 months of the end of its financial year, send to the registrar a return in a prescribed form containing such particulars relating to its affairs for that year as may be prescribed together with a copy of its balance sheet and profit and loss account for that year.

(2) Every registered society shall supply free of charge to every member or other person having interest in the funds of the society who applies for it a copy of the latest return together with a copy of its balance sheet and profit and loss account.

36. (1) The registrar shall audit or cause to be audited by a person authorised by him in writing the accounts of every registered society at least once in every year.

(2) The audit shall include an examination of overdue debts, if any, and a valuation of the assets and liabilities of the registered society.

(3) The registrar and every other person appointed to audit the accounts of a society shall have power when necessary-

(a) to summon in the course of the audit any officer, agent, servant or member of the society who he has reason to believe can give material information concerning any transaction of the society or the management of its affairs; and

(b) to require the production of any book or document relating to the affairs of, or any cash or securities belonging to, the society by the officer, agent, servant or member in possession of such book, document, cash or security.

37. The registrar, or any person authorised by him in writing, shall at all times have access to all the books, accounts, papers and securities of a registered society, and shall be entitled to inspect the cash in hand; and every officer of the society shall furnish such information concerning the transactions and working of the society as the person making such inspection may require.

38. (1) The registrar may, when he thinks fit to do so, hold an inquiry or direct some person authorised by him in writing to hold an inquiry into the constitution, working and financial condition of a registered society; and all officers and members of the society shall furnish such information concerning the affairs of the society and produce the cash in hand and such books, accounts, papers and securities of the society as the registrar or the person holding the inquiry may require.

(2) The registrar shall hold or direct to be held the inquiry mentioned in subsection (1) whenever he is requested to do so by a majority of the members of the committee or by not less than one-third of the members of the registered society.

(3) The registrar shall, on the application of a creditor of a registered society, inspect or direct some person authorised by him in writing to inspect the books of the society, if the applicant-

(a) proves that an ascertained sum of money is then due to him and that he has demanded payment thereof and has not received satisfaction within a reason-able time; and

(b) deposits with the registrar such sum as security for the costs of the proposed inspection as the registrar may require.

(4) The registrar shall communicate the results of any such inspection to the creditor and to the society into whose affairs inquiry has been made.

(5) Where an inquiry is held under subsection (1) or an inspection is made under subsection (3) the registrar may apportion the costs or such part of the costs as he shall think right, between the registered society, the members demanding an inquiry, the officers or former officers of the society, and the creditor, if any, on whose application the inquiry was held.

(6) Any sum awarded by way of costs against any society or person under this section may be recovered, on application to a magistrates' court having jurisdiction in the place where the registered office of the society is situated or the person resides or carries on business for the time being, in like manner as a fine imposed by the court.

39. (1) The registrar may by order in writing cancel the registration of any registered society-

(a) if at any time it is proved to his satisfaction that the number of members of the society has been reduced, in the case of a society for the time being consisting solely of registered societies, to less than 2 or, in any other case, to less than 7; or

(d) at the request of not less than three-fourths of the members of the society; or (e) with the approval of the Minister-

(i) if after an inquiry or inspection under section 38 he is satisfied that the society ought to be dissolved; or

(ii) on proof to his satisfaction that the society exists for an illegal purpose, or has wilfully and after notice from the registrar violated any provisions of this Act.

(2) Not less than 2 months' notice in writing specifying briefly the ground of the proposed cancellation shall be given by the registrar to a society before its registration is cancelled otherwise than under subsection (1)(d).

(3) If before the expiry of the period of such notice the society lodges an appeal under section 40 then the registration shall not be cancelled before the date of the determination or abandonment of the appeal.

(4) Where the registrar makes an order for the cancellation of the registration of a society under this section he may make such further order as he may think fit for the custody of the books and documents and the protection of the assets of the society until the order cancelling registration takes effect.

44. A registered society may appeal against an order under section 39 to the Supreme Court in such mariner and within such period of time as may be prescribed by Order by the Judicial Committee.

41. Where the registration of a society is cancelled by an order under section 39 the society shall cease to exist as a corporate body from the date on which the order takes effect:

Provided that where a liquidator of a registered society has been appointed under section 42-

(a) the society shall continue in existence as a corporate body until there has been lodged with the registrar a certificate signed by the liquidator that the affairs of the society have been completely wound up and that all the property of the society has been duly conveyed or transferred to the persons entitled thereto; and

(b) any rights conferred on the society by or under section 14, 15 or 16 shall be vested in the liquidator.

42. Where the registrar makes an order for the cancellation of the registration under section 39 he may appoint a person to be the liquidator of the society.

43. A liquidator appointed under section 42 shall, subject to any limitations imposed by the registrar under section 44, have power to-

(a) determine from time to time the contribution to be made by members and past members or by the estates of deceased members of the society to its assets;

(b) appoint a day by notice before which creditors whose claims are not already recorded in the books of the society shall state their claims for admission or be excluded from any distribution made before they have proved them;

(d) institute and defend suits and other legal proceedings on behalf of the society by his name or office;

(e) decide by what persons and in what proportions the costs of liquidation are to be borne;

(f) give such directions in regard to the collection and distribution of assets as may be necessary in the course of winding up the society;

(g) subject to the approval of the registrar compromise any claim by or against the society;

(h) call such general meetings of members as may be necessary for the proper conduct of the liquidation;

(k) decide any question concerning the liability of the present or past members or the estates of the deceased members to contribute for the payment of debts and liabilities of the society and the expenses of winding up as provided in section 47;

(l) carry on the business of the society so far as may be necessary for winding it up beneficially:

Provided that nothing herein contained shall entitle the liquidator to make any loan; and

(m) arrange for the distribution of the assets of the society in a convenient manner when a scheme of distribution has been approved by the registrar.

(2) Subject to such rules as may be made in this behalf, a liquidator appointed under this Act shall, in so far as it may be necessary for carrying out his functions, have power to summon and enforce the attendance of parties and witnesses and to compel the production of documents by the same means and (so far as may be) in the same manner as provided in the case of a magistrates' court.

44. A liquidator shall exercise his powers subject to the guidance and control of the registrar, who may-

(a) rescind or vary any order made by a liquidator and make whatever new order is required;

(f) procure the auditing of the liquidator's accounts and authorise the distribution of the assets of the society;

45. An order made by a liquidator or by the registrar under section 43 or 44 shall be enforced by any court having jurisdiction over the place where the registered office of the society is situated in like manner as a decree of that court.

46. (1) In the liquidation of a society whose registration has been cancelled the funds, including the reserve fund, shall be applied first to the costs of liquidation, then to the discharge of the liabilities of the society, then to the payment of the share capital and then, provided the by-laws of the society permit, to the payment of dividend at a rate not exceeding 10 per cent per annum for any period for which no disposal of profits was made.

(2) When the liquidation of a society has been closed and any creditor of that society has not claimed or has received what is due to him under the scheme of distribution, notice of the closing of the liquidation shall be published in the Gazette; and, all claims against the funds of the society shall lapse after 2 years from the date of the publication of the notice.

(3) Any surplus remaining after the application of the funds to the purposes specified in subsection (1) shall not be divided among the members but shall be devoted to any object described in the by-laws of the society whose registration has been cancelled, and, where no such object is so described, shall be deposited by the registrar in a bank or with a registered society, until such time as another society operating in the same area shall have been registered when such surplus shall be transferred to such new society for the purpose of forming its reserve fund:

Provided that if no society operating in the same area is registered within a period of 3 years from the date of the publication of the notice under subsection (2), the said surplus may be used by the registrar for any co-operative purpose at his discretion.

47. (1) Where a registered society is wound up in pursuance of section 39 the liability of a present or past member to contribute for payment of the debts and liabilities of the society, the expenses of winding up, and the adjustment of the rights of the contributories among themselves, shall be qualified as follows-

(a) no person who has ceased to be a member 2 or more years before the date of the order of the registrar under section 39 shall be liable to contribute;

(b) no person shall be liable to contribute in respect of any debt or liability contracted after he ceased to be a member;

(c) no person who is not a member shall be liable to contribute unless it appears to the registrar that the contributions of the present members are insufficient to satisfy the just demands on the society;

(d) no contribution shall be required from any person exceeding the amount, if any, unpaid on the shares in respect of which he is liable as a past or present member.

(2) Subsection (1) shall apply in relation to the estate of a deceased member or of a person who at the time of his death was a past member as it applies to a present or past member as the case may be.

48. (1) Where, in the course of an audit, inquiry or inspection or the winding-up of a registered society, it appears that any money or other property is due to the society from any person who has taken part in the setting up or management of the society or from any past or present officer of the society, the registrar may, of his own motion or upon the application of the committee or the liquidator or any creditor or contributory of the society, examine the conduct of any such person and make an order requiring him-

(a) to repay such money or part thereof with such interest as the registrar thinks just;

Before making any such order against any person the registrar shall give that person an opportunity of being heard and of showing cause why such order should not be made.

(2) Where an order under subsection (1) has not been complied with, any money or property mentioned therein may be recovered by the society on application to the magistrates' court having jurisdiction in the area in which the registered office of the society is situated or in which the person against whom the order was made resides or carries on business, as though it were a fine imposed by such court.

(3) Nothing done in pursuance of subsections (1) or (2) shall bar the institution or maintenance of a prosecution of any person in respect of any offence.

49. Where the registrar is satisfied that any person, with intent to avoid or delay the execution of any order made against him under section 43 or 48 or of any decision given in a dispute referred to the registrar or to any arbitrators under this Act, is about to dispose of the whole or any part of his property, the registrar may, unless adequate security is furnished, order the conditional attachment of such property, and such attachment shall have the same effect as if made by the court.

50. Any person aggrieved by any order of the registrar made under section 49 may appeal within 21 days from the date of such order to the court of competent jurisdiction:

Provided that, unless the court otherwise decides, the making of such appeal shall not prevent the enforcement of the order pending the determination of the appeal by the court.

(a) among members, past members and persons claiming through members, past members and deceased members;

(b) between any person mentioned in paragraph (a) and the society, its commit-tee, or any officer of the society;

(c) between the society or its committee and any officer of the society; or (d) between the society and any other registered society;

(2) A claim by a registered society for any debt or demand due to it from a member, past member or the nominee or legal representative of a deceased member, shall be deemed to be a dispute touching the business of the society within the meaning of this subsection.

(3) A decision of the registrar under subsection (1), shall be final, and shall be enforceable in like manner as a judgment of the court.

52. Notwithstanding anything contained in section 51, the registrar, at any time when proceeding to a decision under this Act, or the Minister, at any time when an appeal is made to him against any decision of the registrar under this Act, may refer any question of law arising out of such decision for the opinion of the Supreme Court. The opinion of the Supreme Court given on such question shall be final.

53. (1) The Minister may by order make such rules as may be necessary for the purpose of carrying out or giving effect to the principles and provisions of this Act.

(2) In particular, and without prejudice to the generality of the power conferred by subsection (1), such rules may-

(a) prescribe the forms to be used, the fees to be paid and conditions to be complied with in applying for the registration of a society and the procedure in the matter of such application;

(b) prescribe the conditions to be complied with by persons applying for admission or admitted as members, and provide for the election and admission of members from time to time, and the payment to be made and interest to be acquired before exercising rights of membership;

(d) provide for the withdrawal and expulsion of members and for the payments to be made to members who withdraw or are expelled, and for the abilities of past members;

(e) provide for general meetings of members and for the procedure at such meetings and the powers to be exercised by such meetings;

(f) provide for the appointment, suspension and removal of the members of the committee and other officers, and for the procedure at meetings of the committee, and for the powers to be exercised and the duties to be performed by the committee and other officers;

(g) regulate the manner in which funds may be raised by means of shares or debentures or otherwise;

(h) prescribe the conditions to be observed by a registered society applying for financial assistance from the Government;

(i) prescribe the payments to be made, the conditions to be complied with, the forms of the bonds, instruments or other documents to be executed by members applying for loans or cash credits, the period for which loans may be made or credits granted, and the maximum amount which may be lent and the maximum credit which may be allowed to individual members with or without the consent of the registrar;

(j) provide for the mode in which the value of the interest of a deceased member or a member who has become of unsound mind and incapable of managing his affairs shall be ascertained and for the nomination of a person to whom such interest may be paid or transferred;

(k) provide for the formation and the maintenance of reserve funds, and the objects to which such funds may be applied and for the investment of any funds under the control of a registered society;

(l) prescribe the conditions under which profits may be distributed to the members of the society and the maximum rate of dividend which may be paid by societies;

(m) prescribe the accounts and books to be kept by a registered society, and for the periodical publication of a balance sheet of a registered society;

(n) provide for the audit of accounts of registered societies and for the charges, if any, to be made for such audit and provide for the levy of contributions from all or any registered societies to a fund to be used for the audit and supervision of societies and for the promotion of the co-operative movement and provide for the administration of such a fund;

(o) provide for the formation and maintenance of a register of members and of a register of shares;

(p) provide for the inspection of documents and registers at the registrar's office and the issue of copies of such documents or registers and the fees therefor.

(3) The Judicial Committee shall by order prescribe the forms to be used, the fees to be paid, the procedure to be observed and all other matters connected with or incidental to the presentation, hearing and disposal of appeals under this Act.

54. Notwithstanding anything contained in this Act, the Minister may, by special order in each case, and subject to such conditions as he may impose, exempt any society from any of the requirements of this Act as to registration.

55. The Minister may by general or special order exempt any registered society or class of societies from any of the provisions of this Act, or may direct that such provisions shall apply to any society or class of societies with effect from such date or with such modifications as may be specified in the order.

56. The Minister may by order exempt any registered society or class of registered societies-

(a) from any stamp duty with which instruments executed by or on behalf of a registered society, or by an officer or member, and relating to the business of such society, or any class of such instruments are chargeable;

(a) no school co-operative society shall be registered except with the written consent of the Minister acting after consultation with the Minister responsible for education;

(b) section 23 which prescribes the age qualification for membership of a registered society shall not apply in relation to a school co-operative society.

(2) In subsection (1) the expression "school co-operative society" means a society trading in accordance with co-operative principles established within a school for general education or similar educational institution whose membership is restricted to pupils and members of the staff of such school or institution.

58. (1) If the registrar is satisfied that the committee of a registered society is not performing its functions in a proper and businesslike manner and, that in the circumstances of the case, it is fit for him to do so he may by order in writing-

(b) direct that the affairs of the society shall be administered by a person appointed by him for that purpose.

(a) notify the committee of his intention to make such an order and give the committee an adequate opportunity to state its case; and

(b) if not satisfied with any objections made by the committee to the making of such order, summon a general meeting of the members of the society to hear 'any views expressed thereat concerning the making of such order.

(3) Any member of the committee aggrieved by the order made under subsection (1) may appeal within 21 days from the date of that order to the Minister whose decision shall be final.

(4) Every direction referred to in subsection (1)(b) shall have effect for such period not exceeding 2 years as shall be specified in the order containing such direction:

Provided that the registrar may from time to time by order extend that period, so however, that the aggregate period during which the direction shall have effect shall not exceed 4 years.

(5) Subject to the general supervision of the registrar the person appointed to administer the affairs of the society shall have all the powers and functions conferred on the committee under this Act and under the by-laws of the society, and shall, in so far as it shall be practicable, arrange for the election or appointment of a new committee of the society before the expiry of the order referred to in subsection (1).

(6) The registrar may fix the remuneration payable to the person appointed as aforesaid and such remuneration together with any expenses properly incurred by such person in the management of the affairs of the society shall be paid out of the funds of the society.

(7) If a registered society is indebted to a bank no order under this section shall be made by the registrar without the bank being consulted on all particulars of the intended order.

(8) Nothing in this section shall affect the power of the registrar to cancel the registration of the society under section 39 or to hold an inquiry or inspection under section 37 or 38.

59. (1) The Minister may appoint a person to be a special member of the committee of a national society or of a secondary society if such society is in receipt of financial assistance from the Government or if the Minister considers such appointment to be justified in the interest of the national economy.

(2) For the purpose of subsection (1) a society shall be deemed to be in receipt of financial assistance from the Government-

(a) if within the 3 years immediately preceding the making of such appointment the society has received any grant of money from the Government;

(b) if any money has been lent to the society by the Government and has not been repaid;

(c) if any loan made to the society has been guaranteed by the Government and either the guarantee is still outstanding or the guarantee has been honoured by the Government and the society has not paid to the Government all sums, including any interest thereon, paid by the Government under the terms of the guarantee.

(3) The number of special members appointed under subsection (1) shall not exceed one-third of the number of other members (including the chairman and vice-chairman, if any) of the committee; where the number of the members is not divisible by 3 "one-third" shall mean the nearest integer below one-third.

(4) An appointment made under subsection (1) shall continue in force until it is determined by the Minister.

(5) A special member appointed under subsection (1) may require that any decision taken by the committee of which he is a member or by the general meeting of the national or secondary society concerned shall not have effect until it has been approved by the Minister and any decision in respect of which such requirement has been made shall be of no force or effect and shall not be acted upon until the Minister has signified his approval thereof.

(6) In addition to the power referred to in subsection (5) a special member shall have the same powers, rights and functions as any other member of the committee to which he has been appointed.

(a) "national society" means a registered society of which all members are secondary societies with similar objects and which has been formed by such secondary societies to represent them on a national level;

(b) "secondary society" means a registered society of which all members are registered societies and which has been formed to facilitate the operations of the member societies in accordance with co-operative principles.

60. If any registered society, or any officer or member thereof, or any other person-

(a) fails to give any notice, send any return or other document, do anything or allow anything to be done which that society, officer, member or other person is by this Act required to give, send, do or allow to be done, as the case may be; or

(b) wilfully neglects or refuses to do any act, or to furnish any information, required for the purposes of this Act by the registrar or by any other person authorised under this Act, or does anything forbidden by this Act; or

(c) makes a return required for the purposes of this Act, or wilfully furnishes information so required which is in any respect false or insufficient,

that society, officer, member or other person, as the case may be, shall be liable to a fine not exceeding VT10,000.

61. Every offence committed by a registered society under this Act shall be deemed to have been also committed by every officer of that society bound by the society's by-laws to fulfil the duty of which that offence is a breach or,. if there is no such officer, by every member of the committee who is not proved to have been ignorant, or to have attempted to prevent, the commission of that offence.

62. (1) Subject to subsection (2), any person who obtains possession by false representation of any property of a registered society or, having any such property in his possession, withholds or misapplies it to purposes which are not authorised by the society's by-laws or which are not in accordance with this Act, shall be liable-

(b) to be ordered to deliver up that property or to repay all moneys improperly applied;

and, in default of such delivery or repayment or of the payment of any such fine, to imprisonment for a term not exceeding 3 months.

(2) If on proceedings under subsection (1) it is not proved that the person charged acted with any fraudulent intent, he may be ordered to deliver up any property belonging to the society or to repay any money improperly applied but shall not be liable to conviction under that subsection.

63. (1) No person other than a registered society shall trade or carry on business under a name or title which includes the word "co-operative" or any word derived there-from.

(2) Any person contravening section (1) shall be liable to a fine not exceeding VT10,000.

64. Every act or default under this Act constituting an offence shall constitute a new offence in every week during which it continues.

1. The name of the society which shall comply with the requirements of section 4.
2. The objects of the society.

RULE
1. Interpretation
2. Applications for registration
3. Registration
4. Appeal against refusal to register society or amendment of by-laws
5. Register of co-operative societies
6. Address of society
7. Register of members and books and accounts
8. Membership
9. Nominees
10. Division of profits
11. Maximum liability
12. Rights of membership
13. General Meeting
14. Annual General Meeting
15. Special General Meeting
16. Quorum at General Meeting
17. Chairman of General Meeting
18. Voting at General Meeting
19. Minutes of General Meeting
20. The committee
21. Functions and powers of committee
22. Minutes of meetings of committee
23. Secretary
24. Duties of Secretary
25. Treasurer
26. Registrar may require discharge of office holders
27. Application for loans
28. Approval of loans
29. Documents relating to loans
30. Restrictions on loans to defaulters
31. Extensions of time
32. Misapplication of loan
33. Recovery of loans
34. Marketing
35. Preparation of annual accounts and report
36. Estimate of income and expenditure
37. Transfer of shares
38. Audit of accounts
39. Statutory reserve fund
40. Co-operative Development Fund
41. Amendment of by-laws
42. Copies of entries
43. Reference of disputes to Registrar
44. Determination of disputes
45. Appeal
46. Power to raise funds
47. Transactions with non-members
48. Fees
SCHEDULE 1-Application for registration
SCHEDULE 2-Fees
SCHEDULE 3-Provisions and procedures for the determination of disputes

"by-laws", "committee", "member", "registered society" and "registrar" shall have the meanings ascribed to them in the Act.

2. (1) Every application for the registration of a society shall be made to the registrar and shall be in the forms as set out in Schedule 1.

(2) An application made under this rule shall be accompanied by 3 copies of the by-laws which the society proposes to adopt.

3. (1) Upon the registration of a society the registrar shall forward to the society, free of charge-

(b) a copy of the by-laws of the society as approved by him and certified under his hand as having been approved by him;

4. An appeal to the Minister under section 7 of the Act against the registrar's refusal to register a society or under rule 41 against refusal to register an amendment of by-laws shall be in writing and shall set out the grounds on which the appeal is made.

5. (1) The registrar shall keep at his office a register to be called "the Register of Co-operative Societies" wherein shall be entered particulars relating to the registration of societies and their by-laws.

(2) All entries in the register shall be made by, or under the direction of the registrar and shall be signed by him.

(3) The register shall be open to inspection by the public at all reasonable times free of charge.

6. The secretary of a registered society shall notify the registrar of any change of address within 14 days of such change.

7. (1) Every registered society shall keep a register to be called "the Register of Members" wherein shall be entered-

(a) the name and address of each member and a statement of the shares, if any, held by him;

(2) (a) Every registered society shall keep such accounts and records as the registrar may require;

(b) The registrar may by order in writing direct any registered society to send any return which he may require in such form and within such time as may be specified in the order.

8. (1) The election and admission of members to a registered society, other than original members, shall be in such manner and on such conditions as the by-laws shall prescribe.

(2) A member may withdraw from a registered society by giving notification in writing to the secretary:

Provided that such withdrawal shall be without prejudice to section 47 of the Act.

(3) If a member acts in contravention of these rules or the by-laws of the registered society of which he is a member, or acts in any manner which is or may be detrimental to the interests of his registered society such member may be expelled by a vote of two-thirds of the members present at a general meeting upon a charge communicated to him in writing by the committee no less than 1 week before the meeting. Such expulsion shall be without prejudice to section 47 of the Act.

(4) Any member who is disqualified for membership shall cease to be a member of the registered society and the committee shall cause his name to be struck off the Register of Members without prejudice to any of his liabilities under section 47 of the Act.

(5) Any member who withdraws or is removed, or expelled, from any registered society shall be entitled to repayment by the society of any money paid by him towards the purchase of its shares subject to any provisions which may be contained in the by-laws.

9. (1) Every appointment of a nominee by any member of a registered society for the purposes of section 17 of the Act shall be made in writing signed by the member in the presence of two attesting witnesses.

(2) No member of a registered society with share capital shall be entitled to appoint more than one nominee unless that member holds more than 1 share.

(3) In any case, where more than one nominee is appointed by any member, the number of shares to be transferred or the exact proportion of the amount available that is to be transferred to each of those nominees shall be specified at the time of the appointment.

(4) Every appointment of a nominee shall be recorded by the registrar in the Register of Members.

(5) For the purpose of a transfer to a nominee, the value of any share or interest shall be represented by the sum actually paid for that share or interest by the member holding it unless the by-laws of the registered society otherwise provide.

(6) Where any money is paid to a nominee who is a minor, a receipt given either by the minor or by his guardian shall be sufficient discharge to the registered society.

10. (1) No registered society shall pay a dividend if the rate of interest on loans granted by it to its members exceeds 12 per cent per annum.

(2) No registered society shall pay a dividend on share capital exceeding 6 per cent per annum on the capital actually paid up.

(3) A bonus based on wages or on the value of the products of a member, or a bonus or rebate on patronage calculated in proportion to the amount of the business done by each member with the registered society may be distributed periodically to the members from surplus funds after the deduction of all expenditure and after making provision for bad and doubtful debts and making allocation to the statutory reserve fund and other funds which may be established by the society.

11. (1) Every registered society shall, from time to time, fix at a general meeting the maximum liability it may incur in loans or deposits whether from members or non-members.

(2) The maximum liability so fixed shall be subject to the approval of the registrar. No registered society shall receive loans or deposits which will make its liability exceed the maximum liability approved for the time being by the registrar.

12. Unless otherwise provided in the by-laws of a registered society a member shall not exercise the rights of membership until he has paid up at least the value of 1 share.

13. (1) The supreme authority in a registered society shall be vested in the general meeting of members at which every member has a right to attend and vote on all questions. Subject to the provisions of sections 26 and 27 of the Act each member shall have 1 vote only which shall be exercised in person and not by proxy.

(2) The first general meeting of members shall have the same powers as are given to the annual general meeting, and shall be held not later than 1 month after the receipt of the certificate of registration of the society.

14. (1) The annual general meeting of members shall be convened by the committee not later than 1 month after the report on the audit of the accounts of the registered society by the registrar or a person authorised by him is received by the committee. At least 15 days' notice shall be given before any such general meeting is held.

(a) to confirm the minutes of the previous annual general meeting and of any intervening special general meeting;

(b) to consider the reports of the committee and the balance sheet together with the report on the audit of the accounts of the registered society for the previous year as prepared by the registrar or the person authorised by him;

(c) to approve the accounts or if the accounts are not approved to cause the secretary to notify the registrar who shall consider the matter and make his decision thereon, and such decision as to the correctness of the accounts shall be final and conclusive;

(d) to determine the amounts of, and other matters relating to, the dividends or bonus, if any, to be paid out of the profits of the society;

(h) to fix the maximum liability which the society may incur in loans and deposits;

(i) to hear and decide upon any complaints brought by members aggrieved by a decision of the committee;

15. (1) A special general meeting of members may be convened by the committee at any time after giving not less than 7 days' notice.

(2) If required to do so in writing by not less than over one quarter of the members stating the object of the proposed meeting, the chairman of the committee shall convene a special general meeting giving not less than 15 days' notice thereof. The object of the meeting shall be set out in the notice.

(3) If the chairman of the committee fails within 14 days from the receipt of the requisition mentioned in subrule (2) to give notice of the meeting, the members applying for such a meeting may themselves convene the meeting by notice which must contain the object of the proposed meeting and a statement to the effect that the meeting is convened on the failure of the chairman of the committee to convene the meeting demanded.

(4) The registrar or a person authorised by him may at any time convene a special general meeting of a registered society for such purpose, in such manner and at such time and place as he may direct.

16. (1) Unless otherwise stated in the by-laws, one-third of the total number of members shall form a quorum for the purposes of any annual general meeting:

Provided that when any special general meeting is convened by the registrar or a person authorised by him under rule 15(4) any members present at such meeting shall, if the registrar in his discretion shall so decide, form a quorum.

(2) If within 1 hour after the time fixed for any meeting other than a meeting convened by the registrar, or a person authorised by him under rule 15(4), the members present are not sufficient to form a quorum, such meeting shall be considered as dissolved if convened on the demand of members; in all other cases it shall stand adjourned to the same day in the next week at the same time and place and a notice to that effect shall be posted by the secretary or the members shall be notified in the customary manner within 1 week, and if at the adjourned meeting a quorum is not present within 1 hour from the time appointed for the meeting the members present shall form a quorum.

(3) Notwithstanding the provision in subrule (2), to adjourn a meeting on account of an insufficient quorum the registrar or a person duly authorised by him in that behalf may, if he is present at the meeting, decide that the meeting shall proceed as if a quorum were present.

17. The chairman of the committee or in his absence any other person elected by a majority of the members present shall preside at the annual or special general meeting:

Provided that the registrar or a person appointed by him may preside at any meeting convened by himself.

18. (1) All questions submitted for decision at the general meeting, except where otherwise provided in the rules, or by-laws of a society, shall be decided by a majority of votes, and in the event of an equality of votes the person presiding at the meeting shall have a casting vote.

(2) (a) A resolution put to the vote at any meeting shall be decided on a show of hands unless voting by call of names or a ballot is demanded by at least five members present and in such case voting by call of names or a ballot, as the case may be, shall be taken.

(b) In respect of every resolution put to the vote the chairman shall declare whether it has been carried or lost, and whether unanimously or by a particular majority, and an entry to that effect shall be made in the minutes of the meeting.

19. (1) Minutes of every general meeting shall be entered in the minute book by the secretary as soon as possible after the meeting and signed by him. The chairman shall sign the minutes after their adoption at the next meeting.

(a) the number and names of the members present at the meeting and the name of the chairman or of the person who presided at the meeting;

20. (1) The committee shall be elected at the annual general meeting, and shall consist of such number of members as the by-laws shall prescribe.

(2) Unless otherwise stated in the by-laws the quorum for committee meetings shall be half the number of committee members.

(3) Every committee member shall serve until the election of a new committee and shall be eligible for re-election; provided that a special general meeting convened for that purpose may remove from office the committee or any member or members thereof as the case may be, before the expiration of his or their term of office by a majority of three-fourths of the members present who shall proceed at the same meeting to the election of one or more committee members in their stead. The member so elected shall hold office until the election of a new committee at the next annual general meeting.

(4) Unless otherwise provided in the by-laws the committee shall elect from amongst its members a chairman who shall not hold any other office in the society.

(5) Notwithstanding the provisions of subrule (3), if a member of the committee dies or fails to attend 3 consecutive meetings of the committee without leave of absence or has other disabilities as stated in the by-laws, he shall be deemed to have vacated his office and the committee shall co-opt a member as provided in subrule (6).

(6) If during the term of office of a committee a vacancy occurs, the committee may co-opt a member of the society to act on the committee until the next general meeting of the society.

21. (1) The committee shall be the executive authority of the society and, subject to the by-laws of the society, it shall manage the affairs of the society; it may bind the society in contract, borrow money on behalf of the society subject to the provisions of rule 11, and may institute, defend, and settle any legal proceedings on behalf of the society.

(2) The committee shall have the power to write off bad debts subject to the approval of the registrar.

(i) approve the minutes of the previous committee meeting after making such amendments as may be necessary;

(v) consider and decide upon matters which affect the trade and finances of the society including the recovery of loans;

(d) making available for inspection by any person entitled to see them the following-

(i) the balance sheet or a financial statement and a statement of the profit and loss referred to in rule 35;

(4) In the conduct of the affairs of a registered society the members of the committee shall exercise the prudence and diligence of ordinary men of business and shall be jointly and severally responsible for any loss sustained through any of their acts which are contrary to law, the by-laws of the society or the decisions of any general meeting.

22. Minutes of committee meetings shall be recorded in the minute book by the secretary and shall contain the following particulars-

(c) a short statement of all matters discussed and decisions made and a record as to whether each decision was made unanimously or by a majority.

(2) Minutes of previous committee meetings shall be approved at the next committee meeting, and shall be signed by the chairman or other presiding member at the meeting.

(3) In the event of any legal proceedings the approved minutes shall be received and admitted as true record of the meeting to which they refer.

23. The committee shall elect or otherwise appoint a secretary of the society and shall fix the terms and conditions of his service.

24. Unless otherwise provided for in the by-laws of a registered society, the duties of the secretary of a registered society shall, subject to rule 25 include-

(b) the attendance at all meetings of the society and its committee and the preparation of the minutes of such meetings;

(c) the preparation in a businesslike manner of financial statements and reports to the committee and the recording in a businesslike manner of all transactions and accounts of the society not otherwise provided for;

(d) the production of loan applications and a statement showing the loans due and unpaid, for determination by the committee as to the action to be taken in each case;

(e) the collection and receipt of all moneys payable to the society and the issue of receipts for such monies from a duplicate book, each receipt being numbered consecutively;

(f) the payment of all monies owing by the society and the obtaining of a receipt of such payments;

(g) the keeping in a businesslike manner of such books as may be required by the by-laws of the society and by ordinary business practice showing the receipts and payments of money received and paid under paragraphs (e) and (f);

(h) the preparation in a businesslike manner of the annual accounts showing the income and expenditure, the profit and loss and the assets and liabilities of the society;

(j) the custody of all cash belonging to the society separate from any other monies in a safe, cash box or other place of society and the payments of such case at the earliest opportunity into a bank approved by the registrar or in such other manner as the registrar may direct;

(k) the production of any cash in hand, books of account or other documents to the committee or any person entitled by law to see them;

(m) the custody of the register of members of the society and the keeping of such register correct and up-to-date;

(n) the acceptance of service of any legal documents which are addressed to the society;

(o) any other duties which the by-laws or the committee of the society shall require him to do.

25. The committee may, and if required to do so by the by-laws of the registered society shall, appoint a treasurer from among the members of the society. The duties of the treasurer may include-

(a) any duties transferred from those of the secretary listed in rule 24 paragraphs (c), (d), (e), (f), (g), (h), (i), (j) and (k);

(b) any other duties which the by-laws or the committee of the society shall require him to carry out.

26. (1) If the registrar is satisfied that any member of the committee or any officer of a registered society is, by reason of his conduct or otherwise, unfit to hold his office in the society, the registrar may require the society, explaining the reasons for his requisition, to discharge any such person from the office held by him.

(2) If a requisition is made by the registrar under subrule (1) the committee shall give effect thereto notwithstanding anything to the contrary contained in these Rules or in the by-laws of the society.

27. Members who desire to obtain a loan shall submit an application to the committee stating the amount and the purpose for which the loan is required, the term for which it is asked, whether he desires to repay it by instalments, and the names and particulars of the proposed sureties or any other security offered.

28. (1) The committee shall consider at a meeting every application for a loan and if the commit-tee is satisfied with the standing of the applicant, the purpose for which the loan is required, the sufficiency of the security offered and the prospects of advantage to the borrower, by way of increased production or economy or otherwise, it may approve the loan.

(2) No person, other than members of the committee and secretary and the registrar and his staff, shall be present at any meeting of the committee when an application for a loan is under consideration. A member of the committee who applies for a loan or who is proposed as surety for a loan must withdraw while the relevant application is being discussed. If there is a difference of opinion concerning the granting of a loan, the voting shall be taken by ballot.

(3) The proceedings with regards to loans at committee meetings shall be kept secret, and any member of the committee or officer of the registered society infringing this rule shall be liable to immediate expulsion or dismissal.

29. When a loan is approved by the committee a notice shall be sent to the borrower to that effect, and, before the amount is advanced, the borrower and his sureties shall execute an instrument in writing setting out the terms of repayment of the loan the purpose for which the loans may be applied and such other terms and conditions as the committee may think fit.

such member shall not be entitled to receive another loan from the registered society.

31. If, by reason of sickness or other good cause, a member finds that he will be unable to discharge his obligations to the registered society and notifies the secretary in writing before the repayment of the loan or any instalment thereof is due the committee may extend the time fixed for payment on such conditions as it thinks fit.

32. Where the committee is satisfied that a member who has obtained a loan has applied the proceeds thereof to a purpose other than the purpose which is stated in the notice under rule 29, the committee may, by notice in writing, demand payment of the loan before the agreed date of payment.

(a) a loan or an instalment of a loan has not been paid on the date on which it became due and no extension of time for the payment has been given to the debtor by the committee under rule 31; or

the committee shall refer the matter to the registrar for action under section 49 of the Act.

34. (1) Every member of the society shall deliver to the society at such time and place as the committee shall direct such goods produced or obtained by him as may be prescribed in the by-laws or in the relevant contract to be disposed of by the society.

(2) Any member who is held in accordance with the provisions of section 49 of the Act to be in breach of the by-laws or the relevant contract shall pay to the society as liquidated damages such sum which may be assessed in the manner prescribed by the by-laws or by the relevant contract or by the registrar under section 49 of the Act and such sum shall be a debt to the society.

35. The committee shall in every year as soon as possible after the close of the financial year of the society but in any case not later than 3 months therefrom prepare or cause to prepare-

(a) the annual balance sheet as at the date prescribed in the by-laws together with a detailed statement of the profit and loss account or a financial statement in a format prescribed by the registrar; and

(b) a report on the year's operations of the registered society to be presented to the annual general meeting;

(d) send to the registrar an annual return in a form prescribed by the registrar.

36. (1) If so required by the registrar, the secretary shall in consultation with the committee prepare an estimate of income and expenditure for the following year and shall send the same to the registrar for his approval.

(2) Without prejudice to the generality of the foregoing subrule, every estimate prepared under this rule shall include any proposed expenditure by the society in acquiring land, buildings, motor vehicles, plant and machinery.

(3) No part of the funds of a registered society shall be used for the acquisition of land, buildings, motor vehicles, plant and machinery without prior approval of the general meeting of the society and of the registrar whose approval shall be in writing.

37. (1) Any share in the capital of the registered society may be transferred with the approval of the committee to any other member at the option of the transferor, but if the transferee is not a member, he must be admitted as a member in accordance with the by-laws relating to the admission of members before the transfer can be registered; and if the by-laws require a member to hold more than I share, the transferee must acquire the number of shares so required before the transfer can be registered.

(2) No transfer of a share shall be valid unless and until such transfer has been registered by the secretary on the direction of the committee.

(3) No transfer of a share shall be registered if made by a member indebted to the registered society without special order of the committee, and until the transfer of a share is registered no right shall be acquired against the registered society by the transferee, nor shall any claim of the registered society upon the transferor be affected thereby.

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

39. (1) The statutory reserve fund of a registered society, created in pursuance of the provisions of section 34 of the Act, may-

(b) be applied to meet occasional deficiencies incurred by the registered society; or

Provided, however, that the registrar shall have the power at any time to direct any registered society to deal with the reserve fund in any manner specified by him.

(2) The statutory reserve fund shall be indivisible and no member shall be entitled to claim any specified share in it.

40. (1) There shall be established a fund to be known as the Co-operative Development Fund and every registered society shall, when called upon to do so by the registrar, make annually a contribution to such fund.

(2) The Co-operative Development Fund shall be held and administered by the registrar who shall fix the amount of annual contribution of every registered co-operative society called upon to contribute to the Fund. Such amount shall be subject to a maximum of 1 per cent of the aggregate of all sales or 10 per cent of the net profit, whichever is more, in the financial year preceding that in which the contribution is required to be made:

Provided, however, that the annual contribution shall not in any case be less than VT1,000.

(3) The Co-operative Development Fund shall be used at the discretion of the registrar for furthering co-operative education, training, research and audit, for assisting co-operative societies and for general development of the co-operative movement in Vanuatu.

(4) The registrar shall report in every year to the Minister responsible for co-operative societies on the operation of the Fund, the income derived from contributions, the expenditure he has approved from the Fund and of the balance in the Fund.

(5) When a co-operative society has been registered with the whole of the Republic of Vanuatu as its area of operations and with objects which are substantially the same as those of the Co-operative Development Fund, the Minister may transfer to that society the balance to the credit of the Fund and any other assets of the Fund together with any or all the powers of the registrar under this rule on such terms and conditions as he deems fit, whereupon the registrar shall cease to exercise such powers as are so transferred.

41. (1) Where a registered society amends its by-laws, the amendment shall be made by a resolution of the members of the registered society at a general meeting.

(2) A resolution referred to in subrule (1) shall not be valid unless it was taken by a majority of not less than three-fourths of the members present at the general meeting at which the resolution was proposed.

(3) A copy of the resolution shall be forwarded to the registrar together with 3 copies of the amendment and a certificate signed by the chairman and the secretary of the meeting with regard to the number of persons present at the meeting and the number which voted in favour of the resolution.

(4) Any such amendment shall not take effect until it has been registered by the registrar.

42. For the purposes of section 20 of the Act a copy of an entry in the book of a society may be certified by a certificate written at the foot of such copy, declaring that it is a true copy of such entry and that the book containing the entry is in the custody of the society, such certificate being dated and signed by the secretary and one member of the committee.

43. (1) Reference of a dispute to the registrar for decision under the provisions of section 51 of the Act may be made-

(b) by the registered society in pursuance of a resolution in that behalf taken in general meeting; or

(d) where the dispute concerns a member of the committee and the registered society, by any member of the society.

(2) Every reference under this rule shall be made by a statement in writing addressed to the registrar. Such statement shall-

44. Determination of disputes under section 51 of the Act shall be carried out in accordance with the provisions and procedures set out in Schedule 3.

45. Every appeal to the registrar under section 51 of the Act from the award of an arbitrator shall be made within 30 days from the date of such award by a written statement setting out the grounds of appeal.

Provided, however, that any issue of debentures or the encumbering of the assets of the society by mortgage or otherwise shall require the prior written approval of the registrar.

47. The registrar may prohibit or restrict transactions of any registered society with persons other than members.

48. The fees specified in Schedule 2 shall be payable for the matters to which they relate.

APPLICATION FOR REGISTRATION
of a society of which no member is a registered society.

We the undersigned persons who are of the age of not less than 18 years apply under section 5(2)(a) of the Co-operative Societies Act, Cap. 152 for the registration of ..................................................... (name of society) which is a society of which no member is a registered society. We annex herewith 3 copies of the proposed by-laws of the society and a receipt for the payment of the prescribed fees.

1.	.............................................................
2.	.............................................................
3.	.............................................................
4.	.............................................................
5.	.............................................................
6.	.............................................................
7.	.............................................................

Date: ...........................................................................
Address: .....................................................

APPLICATION FOR REGISTRATION
of a society of which all members are registered societies.

We, being persons duly authorised by registered co-operative societies, apply in accordance with section 5(2)(b) of the Co-operative Societies Act, Cap. 152 for the registration of ..................................................... (name of society) which is a society of which all members are registered societies. We annex herewith 3 copies of the proposed by-laws of the society and a receipt for the payment of the prescribed fees.

Name of authorising Name of person Signature of authorised
society authorised person

Date: ...........................................................................
Address: .....................................................

APPLICATION FOR REGISTRATION
of a society of which the membership consists of 1 or more registered societies and other members.

We, being persons duly authorised by registered co-operative societies and other members of the age of not less than 18 years, apply under section 5(2)(c) of the Co-operative Societies Act, Cap. 152 for the registration of __________________________________________ name of society) which is a society of which the membership consists of 1 or more registered societies and other members. We annex herewith 3 copies of the proposed by-laws of the society and a receipt for the payment of the prescribed fees.

Name of authorising Name of authorised Signature of authorised
society person person

Date: ...........................................................................
Address: .....................................................

1.	For the registration of a society of which no member is a registered society using Form A of Schedule 1.	VT400
2.	For the registration of a society of which all members are registered societies using Form B of Schedule 1.	VT2,000
3.	For the registration of a society of which the membership consists of 1 or more registered societies and other members, using Form C of Schedule 1.	VT2,400

1. (1) Where, in pursuance of the provisions of section 51 of the Act, the registrar decides to refer a dispute to an arbitrator, such decision shall be embodied in an order of reference under his hand.

(b) set out the dispute and full particulars thereof or annex the original or a duplicate of the reference to the registrar; and

Provided that, on good cause shown to his satisfaction, the registrar may by a further order enlarge the time whether before or after the time limited by the order of reference has expired.

(3) Where an arbitrator appointed by the registrar dies or refuses or neglects to act as arbitrator or becomes incapable of acting as such by reason of illness or otherwise, the registrar shall appoint another person as arbitrator in place of the person so dying or refusing or neglecting to act or becoming incapable by reason of illness or otherwise of acting as arbitrator.

2. The registrar may direct that the whole or any portion of the expenses which are likely to be incurred in determining the dispute be paid in advance as a deposit by the party in the position of the plaintiff. Such deposit shall be refunded less any costs recoverable from him.

3. Where a dispute concerning a sum of money payable by a committee member or other officer is referred to the registrar by any member of the registered society such member shall have the power to act on behalf of the society in execution proceedings and shall be entitled to payment by the society of any reasonable expenses incurred by him in that connection.

4. The proceedings before the arbitrator or before the registrar where he exercises the power of deciding a dispute himself, shall, as nearly as possible, be conducted in the same manner as proceedings before a court of law provided that no legal practitioner shall be allowed to represent either party. In particular the following provisions shall have effect in respect there-of-

(a) notice of the time and place at which the proceedings are to be held shall be given to the parties to the dispute, and such notice shall be not less than 10 days';

(b) in all such proceedings an arbitrator or the registrar shall have the power-

(ii) to require the attendance of the parties and witnesses and to require the production of all necessary books and documents by a summons delivered orally or sent by hand or through the post under registered cover or through the nearest civil court having jurisdiction in the area in which the society carries on business; and

(iii) to order that the costs incurred in determining the dispute be paid out of the funds of the society or by such party or parties to the dispute as the arbitrator or registrar may think fit, and to include such costs in the award;

(c) the registrar or the arbitrator shall hear the evidence of the parties to the dispute and their witnesses who attend, and upon that evidence and after consideration of any documentary evidence produced by either party shall give the decision or award, in accordance with justice, equity and good conscience;

(d) the award of the arbitrator or the registrar shall be in writing, dated and signed by the arbitrator or the registrar, as the case may be, and announced to the parties present;

(e) where any party to the dispute who is summoned does not attend, the dispute may beg decided ex parte;

(f) the award shall include the costs of the arbitration, if any, and shall state by which parry or parties to the dispute they are to be paid;

(g) a record of the evidence adduced before the arbitrator or the registrar shall be made, dated and signed by the arbitrator or the registrar, as the case may be;

(h) documents produced as exhibits shall be marked, dated and initialled by the arbitrator or the registrar, as the case may be, and shall be attached to the file of proceedings;

(i) 2 originals of the award shall be prepared and signed by the arbitrator or the registrar, as the case may be, and together with the proceedings, filed on record in the registrar's office;

(j) 1 original of the award shall be available for the purpose of execution proceedings to the party in whose favour the award has been made and a copy may be made available on request to the other party.

5. Every appeal against the award of an arbitrator shall be forwarded to the registrar with a sum of money computed according to a scale prescribed for the purpose by the registrar to be held in deposit pending the determination of the appeal. The sum so deposited shall be returned to the appellant after the disposal of the appeal unless the registrar is of the opinion that the appellant had no reasonable grounds to appeal in which case the sum so deposited shall be credited to the Co-operative Development Fund.

6. Where an appeal is made to the registrar the appellant shall forward a copy of the appeal to the other party.

7. The registrar shall give a hearing in person to the appellant. His decision in the appeal shall be communicated to both parties to the dispute and filed in the registrar's office.

Vanuatu Consolidated Legislation - 1988

Co-operative Societies Act