Chapter VI MANAGEMENT

ultimate authority of a Cooperative Society shall vest in its general body. (2) Where a Cooperative Society so desires, its bye-laws may provide for a representative general body drawn from the members to be constituted in such a manner and with such functions as specified in the byelaws.

Provided that the representative general body shall not have the right to amend the bye-law of the Cooperative Society except those in relation to which the bye-laws have delegated the power of amendment to the representative general body. (3) Subject to the provisions of the Act, and of the bye-laws the following matters shall be dealt with by the general body- (a) election of directors of the board, (b) removal of directors of the board and filling up of vacancies, (c) consideration of the annual report presented by the board for being filed with the Registrar, (d) appointment and removal of statutory auditors and internal auditors, (e) consideration of the auditor's report and audited statement of accounts for being filed with the Registrar, (f) consideration of audit/special audit compliance report, (g) report on action taken on inquiry report under section 36, if any, (h) disposal of net surplus, (i) review of operational deficit, if any, (j) approval of the long term perspective plan and the annual operational plan, (k) approval of the annual budget, (I) creation of specific reserves and other funds. (m) review of actual utilization of reserve and other funds, (n) report on membership of the cooperative Society in other Cooperative Societies. (o) review of annual report and accounts of any subsidiary organisation, (p) appeal of a person whose application for membership has been rejected or whose membership has been terminated by the board. (q) appointment, reconstitution and disbanding of the Representative General Body, (r) remuneration payable to any Director or internal auditor in connection with his duties in that capacity or his attendance at related meeting, (s) membership of the Cooperative Society in union/federation. (t) Collaboration with other organisation, (u) amendment of bye-law, (v) formulation of code of conduct for the Directors and office, bearers, (w) note of admission and termination of members, (x) dissolution of the Cooperative Society. (y) such other functions specified in the bye-saws.

in accordance with the bye-laws. (2) The size of the board shall be in accordance with the bye-laws. Chief Executive shall be an ex-officio member of the board. (3) In addition to such criteria as may be specified in the bye-laws, a person shall be ineligible for being chosen as a director, if he- (a) has at any time lost the right to vote as a member as specified in the bye-laws, (b) loses the right to continue as member as specified in the bye-laws or (c) incurs any other disqualification specified in the bye-laws. (4) In addition to such criteria as may be specified in the bye-laws a person shall cease to be a director if the incurs any of the disqualifications specified in sub-section (3), (a) absents himself from three consecutive board meetings without leave of absence. (b) absents himself from three consecutive general body meeting without leave of absence, or or

(c) is penalized under this Act. (5) In addition to such criteria as be specified in the bye-laws, the directors of the board shall incur disqualification for a period of 1[five year for being chosen as directors and shall be ineligible to continue as directors of any Cooperative Society if during their term as directors of a Cooperative Society- (a) they did not conduct elections within the time specified in the bye-laws and before the expiry of their term. (b) they did not conduct annual general body meeting within four months of closure of the Cooperative's accounting year or a requisitioned meeting of the general body, or (c) the did not place the audited accounts for the preceding financial year along with the reports of the auditors before the general body at its annual general meeting. (6) In order to be eligible for being chosen as a director of the board of a Cooperative Society which has been inexistence for more than two years, a member- (a) shall have been a voting member of the Cooperative society for at least two years immediately preceding the year of election. (b) shall have attended two general body meeting of the Cooperative Society immediately preceding the elections, and [xxx] (7) Every director and employee of a Cooperative Society while exercising his powers and discharging his duties shall- (a) act honestly and in good faith and in the best interests of the Cooperative Society, and (b) exercise such due care, diligence and skill as a reasonably person would exercise in similar circumstances. (8) A director or employee who is guilty of misappropriation, breach of trust or any other omission or commission resulting in loss to the Cooperative Society, shall be personally liable to make good that loss, without prejudice to such criminal action to which he is liable under the law.

the bye-laws, be the authority to- (a) admit and terminate membership. (b) elect the chair-person and other office-bearers, (c) remove form office the chair-person and other office bearers. (d) appoint and remove the chief executive. (e) fix staff strength, (f) frame policies concerning (I) organisation and provision of services to members, (ii) qualifications, recruitment, service conditions and other matters related to its employees. (iii) mode of custody and investment of funds, (iv) manner of keeping accounts, (v) mobilization, utilization and investment of various funds, (vi) monitoring and management of information system including statutory returns to be filed, (vii) such other subjects and matters necessary for the effective performance of the Cooperative Society. (g) place the annual report, annual financial statements, annual plan and budget for the approval of the general body, (h) consider audit and compliance reports and place these before the general body.

(I) review membership in other Cooperative Societies. (j) undertake such other functions as delegated by the general body. 1. Sub. for the word three' by (amdt.) Act 9 of 2002 2. "Clause (c)' of sub-section 6 repealed by ibid. (2) The chair-person shall be elected by the board from among the elected members and shall, in accordance with the bye-law- (a) preside at meetings of the board and the general body meeting. (b) have a second vote in the event of equality of votes on any matter being decided upon by the board except in matter of election. (c) exercise such other powers as delegated by the board specified in the policies framed or resolutions adopted by the board.

bye-laws provide for retirement of directors by rotation, the term of office of the individual director, shall be for such period as specified in the bye-laws but shall not exceed 1[five years form the date of assumption of office: Provided that the term of office can be terminated by the general body at is meeting by a majority of members with right of vote; Provided further that the first board shall not exceed twelve months from the date of registration of the Cooperative Society.

shall be responsibility of the incumbent board. (2) Election shall be conducted in the manner specified in the bye-laws before the term of office of the outgoing directors comes to an end. (3) The election of the directors shall take place at the general body meeting. (3) The directors shall hold office for the period specified in the bye-laws and for which they were elected and the newly elected directors shalt assume office on completion of the period of the outgoing directors or the cessation of the period as the case may be. (5) The director shall if the-laws so permit, be eligible for re-election: 2[xxx] (6) Where the number of nominees exceeds the number of directors to be elected, the election of directors shall be by secret ballot. (7) Where a board does not take necessary steps to conduct elections before the expiry of the terms of the directors, or where there are no directors remaining on the board, a minimum of five percent of total members of the Cooperative Society may jointly convene a general meeting of the members, for appointing an ad-hoc board for the specific purpose of conduction elections. 1. Subs, for the figure three" by (Andt.) Act 9 of 2002 2. 'Proviso" repealed by ibid. (8) The term of ad-hoc board so appointed shall not exceed three months. (9) If an ad-hoc board is not constituted in accordance with sub-section (7), it shall be duty of the federation to inform the Registrar. (10) The Registrar on the report of the federation under sub-section (9) may suo mob convene a general meeting for appointing another ad-hoard for the specified purpose of conduction elections. (11) The term of the ad-hoc board appointed under sub-section (10) shall not exceed one month and this ad-hoc board shall cease to function as soon as a regular board is elected in accordance with the bye-laws. (12) The cost of conduction elections shall be borne by the Cooperative Society. (13) Where there is vacancy on the board and where there is not a quorum of directors due to such vacancy the remaining directors shall call a general meeting for the purpose of electing members to fill any vacancies for the remaining period, if the remaining period is over six months.

frequency of and manner in which board meetings and general body meeting shall be hold, so however the board shall meet at least once in every three months and the genera body shall meet atleast once a year. (2) The board shall also convene a general meeting within thirty days of receipt of a requisition for convening a meeting signed by atleast one-tenth of members of the Cooperative Society and any such requisition shall contain the proposed agenda and the reasons why the meeting is felt necessary. (3) Where the board fails to convene the annual or requisitioned general meeting within due time, it shall be competent for the Registrar to convene the requisitioned or annual general meetings as the case may be. (4) Every Cooperative Society shall record in the minute's book minutes of all proceedings of every general meeting and of every meeting of its board of directors. (5) Such minutes shall be communicated to all persons invited for the meeting within thirty days of the conclusion of the meeting. (6) The minutes so recorded shall be signed by the person who chaired the said meeting.

Cooperative Society and shall be fully accountable to the Cooperative Society and be appointed, removed and function in accordance with such service conditions as may be framed by the board: Provided that a Cooperative Society may take personnel on deputation from other agencies on such terms as are mutually agreed upon. (2) An officer of the government shall not either during the course of his service with the government or for a period of three years thereafter, serve in any capacity with any Cooperative Society. CHAPTER — VII INFORMATION