SHRI RAJKOT DISTRICT CO- OPERATIVE BANK LIMITED Jilla Bank Bhavan, Kasturba Road, Rajkot

Transcription

1 REGISTRATION No Dated : BYE - LAWS of SHRI RAJKOT DISTRICT CO- OPERATIVE BANK LIMITED Jilla Bank Bhavan, Kasturba Road, Rajkot Amended up to 13 August-2015

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3 BYE - LAWS of SHRI RAJKOT DISTRICT CO-OPERATIVE BANK LIMITED 1 PRELIMINARY -(NAME AND ADDRESS) The Bank shall be called SHRI RAJKOT DISTRICT CO-OPERATIVE BANK LIMITED, and its registered Head Office shall be Jilla Bank Bhavan, Kasturba Road, Rajkot In the event of any change in situation of Registered Office, a notice of such change shall be given to the Registrar within 14 days, Names and addresses of the branches of the Bank, if and when started and changes, made in them, if any, shall also be communicated to the Registrar in writing within 14, days. 1(1) AREA OF OPERATION The area of operation of the bank will be extend to whole State of Gujarat. 2 OBJECTS: The objects of the bank are: - 2(1) To finance co-operative societies registered in the whole State of Gujarat, and affiliated to the bank and to finance Nominal MEMBER and generally to carry on banking business.

4 ( 2 ) 2(2) To participate in the share capital of primary credit and multipurpose or other cooperative societies registered under The Gujarat Co-operative Societies Act and the Multi-State Co-op. Society Act under the central Government with the approval of the Registrar Co-operative Societies. 2(3) To arrange for supervision and inspection of an affiliated co-operative societies which has taken advances from the bank and to assess their credit. 2(4) To act as a balancing center for the surplus funds of the societies. 2(5) To assume responsibility for organising the provision of agricultural credit in all parts of the area of operation of the Bank. 2(6) To purchase, sell, transfer, repair, reconstruction, exchange land- buildings for the purpose of bank s use and requirement in the area of operation of the bank. 2(7) To advance loans to members as well as nominal members of the bank upon pledge of Gold ornaments,national Savings Certificates, Kisan Vikas Patras,Postal-savings Certificate, Insurance Policies, Raw-Materials and Finish Goods of Manufacturing and Trading or pledge of Governments or Trustee securities, or Fixed deposit receipts of the bank subject to such Rules as may be framed by the Board of Directors under the general instruction of the Reserve Bank of India and NABARD. 2(8) To undertake liquidation work of affiliated societies indebted to the Bank on conditions laid down by the Registrar with a view to facilitate recoveries from such societies and to assume management of such society, the committee of which is superseded under the co-operative societies Act and Rules and undertake the work and administer it which the Registrar gives under his guidance. 2(9) To under take any other business approved by the Registrar by general or special orders which would bring about better living of their families, better education, better business and better methods of production amongst members and along with them amongst Nominal members and undertake any other business approved by the Board of Directors,subject to the guideline of NABARD/RBI rules and directions. 2(10) To work as an Insurance Agent and to undertake all kinds of Insurance business according to Government s policy.

5 ( 3 ) 2(11) To purchase, sell, transfer, endorse for pledge, Government Promissory Notes, Bonds, Securities, Municipal and Port Trust Bonds, Debentures for the legitimate investments of the surplus funds of the Bank and undertake the business under the co-operative societies Act and Rules. 2(12) To draw, accept, endorse, negotiate and sell inland bills of exchange and other negotiable instruments under Negotiable Instrument Act. 2(13) To establish and use the funds for the benefit of the employees of the Bank and also to advance the Loans to the employees as per the rules framed by the Board of Directors. 2(14) To open branches, pay offices, or savings centers in suitable centers within the area of operation, as per NABARD s latest guidelines, for carrying out objects of the Bank and for transacting any specific type of business on behalf of member societies and Nominal members and to frame rules for their conduct and working. 2(15) To receive money on current, saving, fixed or other accounts and to raise funds for all or any of this purpose and generally to do all such acts as may be found necessary or suitable to fulfil the aforesaid objects. 2(16) To maintain a latest library of co-operative literature and literature concerned with banking which is necessary. 2(17) To guarantee the loans advance or credit granted to any member by Government or any other Financial agency within such limits and such terms as may be fixed by NABARD from time to time and to charge commission thereon. 2(18) To do such other work as will be conductive and incidental to the above objects and generally to encourage and promote organisation and development of all members co-operative societies within the area of operation. 2(19) To make all type of advances as per the rules and regulations of NABARD/ RBI.

6 ( 4 ) 2(20) To work as a direct servicing agent of any company, institution, Bank, as per the guideline issued by the RBI / NABARD. 3. SHARE CAPITAL : The Share Capital of the Bank shall be Rs.10000/- lakhs divided into shares of the following types: - Rs. 25,00,00,000/- A Class shares of Rs.1000/- each to be allotted to the State Government and/or state Co-operative Bank. Rs. 75,00,00,000/- B Class Shares of Rs.1000/- each to be allotted to Cooperative societies registered under the Co-operative Societies Act. 3(a) SUBSIDIARY STATE PARTNERSHIP FUND: Bank will get the finance and maintain it for subsidiary state partnership fund in accordance with provisions of The Gujarat Co- operative Societies Act. 4. BORROWING POWER : The Bank may receive deposits and loans. The total amount of such liabilities shall not exceed 12 (twelve) times to the total amount of its paid up share capital, accumulated reserve fund and building fund minus accumulated losses, except with the previous sanction of the Registrar and subject to such terms and conditions and for such period as may be laid down by him from time to time. The government securities owned by the Bank and deposited with the State Cooperative Bank, up to an amount equal to twice the paid-up share capital of the Bank shall be excluded in calculating liabilities, for the purpose of this bye-law. 5. ARRANGEMENT FOR FINANCE : The Bank may arrange for Short-Term, Medium Term and Long-Term Loan, Cash Credit or overdraft with the State Co-operative Bank, any RBI regulated financial institution, Reserve Bank of India or NABARD or Joint Stock Bank approved by the Registrar for the purposes, keeping in mind the interest of the society and its members and may transfer to such Banks the gilt-edged securities and bonds or Promissory Notes, Passed by affiliated societies when they are required as Collateral Security with consent of the societies.

7 6. INVESTMENTS: ( 5 ) The bank may invest or deposit its funds when not utilised in loans or otherwise in the manner prescribed in the Gujarat Co-operative Societies Act under section 71; but investment under section 20(e) of the Indian Trusts Act shall be made subject to such terms and conditions as may be laid down by the Registrar, from time to time in that behalf. 7. MEMBERSHIP: A. Every Co-operative society registered under the Gujarat Co-operative Societies Act, Multi Stat Co-Operative Society Act, within the area of operation of the bank shall be eligible for membership. Bank may give membership to the State Government, Central Government or any other Financing Agencies to achieve the object of the Bank. B. But no person shall be admitted as an individual member of the Bank from the year AFFILIATED SOCIETY: Every Co-operative society which is a member of the bank shall be an Affiliated Society. 9. NOMINAL MEMBERSHIP: The persons or registered co-operative societies within the area of operation of the bank may be admitted as nominal members of this Bank and it includes as under: - 9(1) Creditworthy agriculturists within the area of operation who are not members of the service co-op. society. 9(2) Creditworthy members of the stagnant or non-viable service co-op. societies of the area of operation. 9(3) Depositors of this Bank. 9(4) Employees of this Bank & Guarantors. 9(5) Persons who intend to take loans against pledge of gold, National Savings Certificates, Kisan Vikas Patra, Postal Savings certificates, Insurance Policies, Raw-Materials and Finish Goods of Manufacturing and Trading, consumer durables and occasional advances of such types.

8 ( 6 ) 9(6) Institution registered under Bombay Public Trust Act, 1950 or Societies registered under societies registration Act, (7) Market committee established under the Gujarat Agricultural Produce Markets Act, (8) Persons who intend to take Housing loans according to the policy may decided by the Board of Directors from time to time as per the general direction of the RBI. 9(9) Individuals, partnership firm, companies or registered Association of the Individuals, according to the policy may decided by the Board of Directors from time to time as per the general direction of the RBI and Government. 9(10) A group of the individuals like self help group (SHG) whether incorporated or not and whether established or not by or under any law. 10. CERTAIN RESTRICTION FOR NOMINAL MEMBERS: Persons admitted as nominal members shall not be eligible to hold shares of the bank. 11. Persons admitted as nominal members shall have to pay Nominal membership fee of Rs. 25/-. Their nominal membership will stand cancelled of the object for which they are admitted is over. 12. Nominal member shall have neither right to vote nor participate in the management or administration of the Bank, nor they shall have any right in the profits of the bank. 13. APPLICATION FOR MEMBERSHIP : Every registered co-operative society seeking admission as a member shall submit an application in the specific form prescribed by the Board of Directors with the resolution of the society. ALLOTMENT OF SHARES : 13(1) The bank shall have right to refuse any application for allotment of shares either in whole or in part without assigning any reasons for the same.

9 ( 7 ) 14. OBLIGATION FOR MEMBERSHIP: 14(a) Every registered society, which has applied for membership shall have to pay the full value of five shares along with the application. 14(b) Every registered society, shall pay an entrance fee of Rs.100/- with the application of the membership. 14(c) Notwithstanding anything contained in any Bye-laws of the bank, no society shall exercise the rights of voting to the bank until it holds the shares as prescribed in the Bye-laws No CESSATION OF MEMBERSHIP: No society shall cease to be a member until it has discharged all its liabilities to the Bank, but the society shall cease to be a member and shall not exercise the rights of the members, if: - 15(1) It is expelled or disqualified for a membership or 15(2) It is dissolved or 15(3) It has transferred all shares it held in accordance with the bye-laws or 15(4) It does not have any transaction with the Bank since last three year or 15(5) It does not provided annual balance sheet/annual report to the Bank During the year. 15(6) Out of 5 Annual General Body Meeting it is compulsory to remain present in two meeting. 16. EXPULSION OF MEMBERSHIP: A member can be expel after following the due process of the laws as mentioned in The Gujarat Co-operative Societies Act.1961, Rules and Bye-laws. 17. SHARE HOLDING: An affiliated societies which are not borrowing from the Bank shall hold shares of Rs.5000/- minimum and an affiliated society which borrowing from the Bank shall hold Shares at least 2.5% of maximum borrowing during the year from the Bank at the end of 31St MARCH, But the conversion finance, agri culture marketing finance, pledge credit, L. C. with Bank guarantee, general asset, cash credit and other all types of cash credit amount shall not be considered for such purpose and K.C.C. Revolving Cash Credit not be considered as per Nabard Instruction.

10 ( 8 ) 17(1) SHARES BY APEX BANK OR GOVT.: It should be open to the Bank to allot A class shares to the State Co- operative Bank and/or any other financing Agencies and the State Government for the total nominal value not exceeding 25 % of share capital of the bank on such terms and conditions as may be pre scribed by Government from time to time. 18. REFUND OF SHARES: If any affiliated society should have held shares for at least one year And in the event of the cessation of membership on any ground. The net value of the shares hold by a member society after deduction of its dues of the Bank, if any shall be paid to the member society within six months from the date of cessation. In the case of Liquidation of an affiliated society, such amount shall paid to the Liquidator of the society. 19. TRANSFER OF SHARES: Shares held for not less than one year can, with the approval of the Board of Directors be transferred from one member to another or to a non- member who is eligible for admission and willing to become member and whom the Board of Directors is willing to admit as a member but any affiliated society will not be permitted to alienate in any way any share belonging to it or him while indebted to the Bank. 20. SHARE TRANSFER FEE: Transfer of shares, if approved by the Board will be registered in the register of transfers on payment of a fee of Rs.11/- per share subject to a maximum of rupees 500/- at a time. Transfer not so registered will not be recognised. Every instrument of transfer shall be deposited at the office of the Bank for registration accompanied by certificates of shares to be transferred and such other evidence to prove transferor s right to transfer shares and requisite transfer fee. Any instrument of transfer, which the bank may deny to register, shall on demand be returned to the person depositing the same and the transfer fee paid be refunded to him.

11 ( 9 ) 21. SHARE CERTIFICATE: As soon as the allotment is confirmed, member shall be entitled to receive the certificates, specifying the shares held by them under the common seal of the Bank and bearing signatures of the officers authorised by the Board of Directors from time to time. A fee of Rs. 11/- per certificate shall be paid to the Bank for every new certificate issued in lieu of worn out or lost certificate, in the later case adequate indemnity or enough security shall have to be furnished to the bank by the party entitled to such lost certificate. 22. Bank shall issue only one certificate for one or more than one share. 23. On every certificate at least two signatures are required in which the Head administrator s original signature shall be a must. 24. LIABILITY: The liability of shareholders for the debts of the Bank shall be limited to the face value of the shares held by them. 25. GENERAL MEETING: The supreme authority of the Bank shall vest in the General Meeting consisting of delegates from affiliated societies, The State Government, the State cooperative Bank and other members subject to general control of the registrar cooperative societies and provision of The Gujarat co-operative societies Act and Rules framed there under enforce. Each affiliated society except societies in liquidation may send to the General Meeting one of its members as its delegates, such delegates attending the general meeting shall have one vote each under the limitation of bylaws no. 14 (c) 26(1) NOTICE OF GENERAL MEETING: Notice of General Meeting mentioning the place, date and time of the meeting and business to be transacted there it, shall be dispatched by post at least 15 days before and if it is special general meeting than at least 7 days before the date of the meeting.

12 ( 10 ) 26(2).QUORUM: 1/5 of the affiliated societies of the Bank or 25 present representatives whichever is less shall form a quorum. If there shall be equal votes on any issue, in general meeting, then the Chairman shall give one additional casting vote. 26(3).ADJOURNED MEETING: If within half an hour from the time fixed for annual or special General Meeting a quorum is not obtained, then such meeting shall be adjourned for half an hour, and it shall be called again on the very same day and same place after half an hour. For such an adjourned meeting quorum is not require and will carry on business as per the agenda by the majority of the members. 26(4)(A).DEFAULTER: If an affiliated society is a defaulter of the Bank as on 31st March, its delegate have no right to propose, to second and to vote, in the General Meeting or in an election or in any other matters of the Bank. Note: Defaulters means who has not repay Bank loan in due time or not paid in duly extended time limit for repayment of loan. 26(4)(B). Any Person who is defaulter of this bank or society which he rep resents or is defaulter of any co-operative society of the state, whether engaged in finacial activity or not, including specified society, shall not be eligible for contesting or taking part in the election and con-tinuing as dirctor of the bank. 26(4)(C) No member of a society in the Central Co-operative Bank and the State Cooperative Bank shall be eligible to be elected as a member in the committee if he is in default for a period of twelve months in payment of dues to the society; 26(4)(D) No person elected as a member of a society in the Central Co-operative Bank and the State Co-operative Bank shall be continued as a member if he is in default for a period exceeding twelve months in payment of dues to the society unless the amount in default with due interest is paid to the society;

13 ( 11 ) 26(4)(E) No member of a primary Agricultural Credit Co-operative Society shall eligible to be elected as a member in the committee of the State Co-operative Bank or a Central Co-operative Bank if the society is in default in payment of dues to the Co-operative bank unless the default with due interest is paid to the Co-operative bank. 26(4)(F) No member of a non-credit society who is a member in the committee of a Central Co-operative Bank or the State Co-operative Bank shall be continued as such member if the society commits default for a period exceeding 90 days in payment of dues to the bank. 26(4)(G) The above provisions shall be in addition to and not in derogation of any others provisions for disqualification contained in the Act, rules & Bye laws. 26(5). EFFECT OF 31ST MARCH: Subject to the provisions of the bye law No.17 In all General meeting, only such members as are admitted to membership on or before the 31st March shall be allowed. 26(6). PRESIDING AUTHORITY: In all the general meeting of the bank the Chairman or in his absence the Vice Chairman of the Board shall preside over the General Meeting. In the absence of both, the elected directors from the Board of Directors, present at the meeting, any one of them shall be elected as the Chairman of the General Meeting. Thus the Chairman shall have right to give one additional casting vote in addition to his general vote. 27. KIND OF GENERAL MEETING: General Meeting shall be of two kinds Annual General Meeting and Special General Meeting. 28. ANNUAL GENERAL MEETING: On completion of financial year as on 31st March, an Annual General Meeting shall be convened 6 month. (up to 30th September) and following business may be held(by-laws 28(1) to 28(12)).

14 ( 12 ) 28(1) To accept and to discuss the Annual Report, Statement of Account and Auditor s Report prepared by the Board of Directors. To review the working of Bank performed during the year and to approve the distribution of profit. 28(2) To declare dividend recommended by the board of director as per provision of The Guj. Co-op. societies act, rules & RBI / NABARD guideline 28(3) Deleted 28(4) To take notice of all Subjects which affect the financial position of the Bank and it s affiliated societies and to pass resolutions with regard to them. 28(5) To consider the audit memo of the Statutory Auditor and to discuss any business referred to the general meeting by the Registrar. 28(6) To consider amendment to By-laws. 28(7) To consider expulsion of members under bye-law No (8) To discuss about important provisions on Bank s Annual Service Area Plan and programme such as D.A.P.,M.O.U.. 28(9) To discuss about Bank s Non-performing Assets, to take note about overdue and Bad and doubtful debt; and supervise the recovery procedure. 28(10) To transact any other business that may be brought up with the permission of the Chairman except amendments to Bye-laws and expulsion of members. 28(11) Proceedings of the General Meetings shall be recorded in a separate minute book and shall be signed by the President of the meeting. 28(12) Notwithstanding anything contained in the Act or the rules for the time being in force, the Bank shall be at liberty to affiliate or disaffiliate with any federal society of its choice provided a resolution approving such affiliation or disaffiliation with any federal society is passed in the annual general meeting held for the purpose with three fourth majority of total members, and subject to the rules as may be prescribed and the guidelines issued by the Reserve Bank of India.

15 ( 13 ) 29. REQUISITION FOR GENERAL MEETING: The Board of Directors may whenever if thinks fit and shall upon a requisition in writing made by 50 affiliated societies either individually or collectively or at the instruction of the State Co-operative Bank or the Registrar convene a special General Meeting within one month from the date of receipt of requisition provided that the definite resolution or resolution to be moved in the special General Meeting are mentioned in such requisition. Such requisition, if made by affiliated societies, shall be signed by the representative authorised by the resolution of committee of each such society and shall be accompanied with the certified copy of such resolution. 30(1) CONSTITUTION OF BOARD OF DIRECTORS: The Board of Directors will be remained as under :- Maximum 21 members will be remaining to held business and management of the Bank. (1) 13 Directors elected by and from the representative of the Agri. Credit Multipurpose Service and farming Co-op. Societies of One Director from following taluka named as under. :- 1 - Rajkot Taluka 1 - Paddhari Taluka 1 - Lodhika & Kotadasangani 1 - Gondal Taluka 1 - Jasdan and Vincchiya Taluka 1 - Jetpur Taluka 1 - Dhoraji Taluka 1 - Upleta Taluka 1 - Jamkandorna Taluka 1 - Wankaner Taluka 1 - Morbi Taluka 1 - Maliya (Mi.) Taluka 1 - Tankara Taluka

16 ( 14 ) (2) Two Directors elected by and from the representatives of non-agricultural credit societies and other societies Including city co-operative banks, which is providing credit to their members as under. : One director elected from societies of area of Rajkot Municipal Corporation, One director elected from societies of Taluka as of Rajkot and Morbi District like Rajkot, Paddhari, Lodhika, Kotdasangani, Gondal, Jasdan, Vinchhiya, Jetpur, Dhoraji, Upleta, Jamkandorna and Morbi, Wankaner, Maliya (Mi.), Tankara. (3) One Director elected by and from the representatives of sale and purchase unions, as well as marketing and processing societies. (4) One director elected by and from representative of the co-operative societies other than those types mentioned in clauses 30(1)(1), 30(1)(2), 30(1)(3). (5) One representative from the Gujarat State Co-operative Bank Ltd. (6) One representatives from Gujarat State Government (if appointed under section 80(3) of Gujarat Co-operative societies Act) The state Government shall have a right to nominate one director, only when the state government has subscribed in the share capital of the bank. (7) District Registrar remain ex-officio director in the board. (8) (A) Managing Director / CEO may remained as member of Board of Direc tor. (Managing Director is selected from PACS). He is excluded from total director of the board. (B) Bank have to co-op. of director from experienced persons in Banking, Management, financial sector or other specified sector or person who is related with bank mission and working. But co-opt directors which are excess of 21 directors & should not ex ceed more than two. Co-opted directors shall have no right to vote and will not be eligible for being elected as any office bearer. (9) Board election to be carried out as per election of the committee of Gujarat specified co-operative societies elections rules (10) The term of the elected members of the Board of Directors and its office bearers shall be five years from the date of election: Provided that the term of office bearers shall be two and a half years from the date of election of Board of Directors. 30(2) QUORUM FOR BOARD: More than half members of the Board of Directors shall form a quorum.

17 ( 15 ) 30(3) CO-OPTION (ABOUT FILLING THE VACANCIES): Board of Directors shall fill up a casual vacancy in the Board same class or categories of members as per Provision of the Gujarat Co-Operative Societies (Amendment) Bill, 2015 Section 74C(2)(iii) 30(4) CHAIRMAN OF THE BOARD OF DIRECTOR: The Board shall elect a Chairman and a Vice Chairman from amongst its members at the first meeting of the Board of Directors after the general election. The Chairman when present shall preside at every meeting of Board In his absence Vice-Chairman shall preside at the meeting. In the absence of the both the Chairman and Vice Chairman, members present shall elect a Chairman of that meeting from them. The presiding authority is entitled to give a casting vote in addition to his ordinary vote. In the event of the Chairman and the Vice Chairman s offices fall vacant due to death, resignation, disqualification or removal from office, than such vacancies shall be filled under the rules of Gujarat Specified Coop. Societies Elections to Committees Rules 1982". In the absence of the Chairman, the Vice Chairman shall perform the duties of the Chairman, and in the absence of both the Chairman and the Vice Chairman, Board of Directors may appoint acting Chairman and Vice-Chairman from themselves. 30(5) VACANCIES IN BOARD OF DIRECTORS: A Director shall be deemed to have vacated his office even before expiry of his normal term if he cease to be a member of an affiliated society or his society fails to hold the minimum number of shares of the Bank, as required by the Bye-law No - 17 of the bank or if he resigns by notice or fails to attend 3 consecutive meetings of the Board without its permission, or acquires any of disqualification he shall be deemed to have vacated his post. If the time period of such post shall be more than six months, then it will be filled by an election.

18 ( 16 ) 30(6) QUALIFICATION OF DIRECTOR: No representative of an affiliated society which have classed D at the last audit or against which a final order of liquidation has been passed shall not be entitled to become a member of the Board of Directors or to be continued as such. Then the Directors shall be deemed to have vacated his office. 30(7) No paid officer or servant of any co-operative society operating within the area of the Bank or at any place, shall be eligible for being elected or nominated as a Director or as a local Auditor of the Bank. 30(8) No person shall be eligible to be a candidate for Directorship on behalf of affiliated societies unless is a member of the managing committee of an affiliated society for at least one year prior to the date of his nomination and is not a defaulter, and he does not have any of the disqualification as per rule No. 32 of Gujarat Co-operative Societies Rule 1965, and provision of the byelaws No. 26(4) (c) to (g) If any such representative is elected in the Board of Directors or appointed and he is continued as a Board s Director, and during that period any type of disqualification is found, he will loose his post automatically. 30(9) TENURE OF CHAIRMAN / VICE CHAIRMAN: The Chairman and the Vice-Chairman on the expiry of the term of office shall continue in their offices until such time as a new Chairman and Vice-Chairman shall have been elected or shall have taken over the charge of their post, subject to the provision of the Guj.Co-op. Socitey Act (10) VALIDITY OF BOARD S RESOLUTIONS: Any acts of Board of Directors or any Board Member, shall be legal, unless any irregularities found in formation of Board or in appointment of any person or found any disqualification as a Director, subsequently all proceeding of such board as a member of Board shall be legal.

19 30(11) MEETINGS: ( 17 ) The Board shall meet as often as it considers necessary for the transaction of business but at least once in two months. To call such meeting the notice shall be issued before five days. The proceedings of the Board shall be recorded in to minute book kept for the purpose and shall be signed by the chairman of a meeting. 30(12) CIRCULAR MEETINGS: On unavoidable circumstances, if a meeting of the Board of Directors cannot be convened, the Chairman may circulate a resolution on any urgent matter amongst the directors of the Board and if the resolution is approved by the majority of the director of the Board, it shall be deemed to have been passed by the board and the resolution so passed shall be submitted in the next meeting of the board of directors for confirmation. 30(13) The Board of Director shall have full authority to carry on the business of the Bank, Subject to the provisions of these Bye-laws and directions conveyed in the provisions of the Act and Rules. 31. POWERS AND DUTIES OF THE BOARD: The powers and duties of the Board shall be as under : 31(1) To deal with the applications for membership (including nominal members) and to allot New Shares. 31(2) To raise funds subject to these Bye-laws. 31(3) To deal with application for loans, credits, overdrafts, other advances and guarantee. 31(4) To receive and disburse money through its Managing Directors and/or General Manager or any other Officers of the Bank empowered in this behalf by the Board of Directors. 31(5) To appoint such paid or honorary Managing Director, General Manager and Manager and other employees as per requirement and to fix their remuneration. The rules to be framed for recruitment-appointment and qualifications, posts and scale of pay. Board may frame rules for discipline and conduct and implement.

20 ( 18 ) 31(6) To prepare Annual Report and Annual Accounts to be submit before the annual general meeting every year. To distribute the profit and to fix rate of dividend and recommend for approval to Annual General Meeting. 31(7) To review of all cases of arrears, defaults, bad debts, doubtful dues and to take legal action for recovery. 31(8) To make an arrangement for the periodical inspection of affiliated societies. 31(9) To make arrangements for the completion of the liquidation proceeding of societies undertaken by the Bank. 31(10) To maintain provident fund account for the employees of the Bank as per provident fund Act. 31(11) To frame and amend rules for the general administration, affairs and business of the Bank and for the supervision of affiliated societies which taken loans from the Bank. 31(12) To purchase, sell, transfer, repair, exchange, reconstruction the building and land for the purpose of Bank s use and requirements and to do Everything that might be found by the Board of Directors from time to time to necessary and cunductive to the business and interest of the Bank. 31(13) Bank shall conduct of all his business according to Negotiable Instrument Act, Banking Regulation Act and Rules, and Gujarat Co-operative Societies Act and Rules. The Board of Directors shall frame the rules accordingly. 31(14) The Bank shall empower their two or more Directors, Managing Director, General Manager, Manager and Officers to sign documents of securities and shares for to purchase, sell, transfer, endorse and pledge. 31(15) To deal with applications from Nominal Members for loans, credits, over- draft and short term advances and to approve such application under the directions of Reserve Bank of India and NABARD, and to frame rules for the same.

21 ( 19 ) 31(16) Board of Directors shall appoint a Sub-Committee, if it is necessary for some certain types of activities and to delegate to them any of its powers and duties. The notices shall be issued before 3 days to call such committee. Proceedings of the meeting shall be recorded in a separate minute book and it will put before the Board for its perusal. 31(17) To frame rules to utilise funds for which they are created as per Bye-laws. 31(18) To open branches or pay offices and Deposit collection centers as per NABARD s latest guidelines. 31(19) To transact all other business connected to the management of the Bank. 31(20) To arrange for the administration of affiliated societies whose managing committees are superceded and shall work according to the instruction of the Registrar. 31(21) To fix rate of traveling allowance, daily allowance and sitting fees of Directors. 31(22) to administer the Subsidiary State Partnership Fund. 31(23) To decide financial and internal administrative matters as under. :- (i) interest rates on deposits and loans, subject to the directives issued by the Reserve Bank of India; (ii) borrowing, investment, depositing its surplus funds, loaning policies (including individual loans) and other business policies; (iii) personnel policies including issues relating to recruitment, promotion, staffing, training, posting and compensation to staff as per business requirement of the society(bank); (iv) internal checks and control systems, appointment of auditors, their compensation and other internal administrative issues; and (v) borrowing from any financial institution regulated by the Reserve Bank of India, keeping in mind the interest of the society(bank) and its members.

22 ( 20 ) 32. MISCELLANEOUS: The instructions and directions of the R.B.I. and NABARD as may be laid down from time to time, notwithstanding anything contained in these bye-laws the Board of Directors may undertake and/or finance any business which would bring about better living, better business and better methods of production amongst the members of the Bank and members of affiliated societies in such terms and conditions. 33. SURETY FROM EMPLOYEES: Every paid employee of the Bank holding any Office concern the receipt or charge of any money or securities or records of the Bank shall, before entering on the execution of his office, furnish such security as the Board requires and approves for rendering of full and true account of all moneys Received or paid by him on account of the Bank. 34. DELEGATION OF POWERS: The Board of Directors, may delegate any of its powers to the Executive Committee, a Sub-Committee, the Chairman, the Managing Director, the General Manager or Manager, any of the powers with special resolution of the Board. That shall be intimated to the concerned by the seperate order. The Board may also delegate any powers of the Managing Director and General Manager to any of its officer. 35. INSPECTION & SUPERVISION BY APEX CO-OP. BANK: The Board of Directors shall provide all reasonable facilities to the State Co-op. Bank for the general supervision and inspection of the Bank so far as it concerns the provision of credit to agriculturists for agricultural purposes and shall furnish such periodical returns, and information as may be prescribed by the State Co-operative Bank.

23 36. EXECUTIVE COMMITTEE: ( 21 ) The Board of Director shall each year appoint an Executive Committee consisting of not more than 9 Directors including the Chairman, the Vice- Chairman and the Managing Directors, if appointed. Consisting one Director nominated by the State Co-operative Bank and one Director nominated by the State Government or the Registrar, provided that there shall be at least 4(four) representatives from amongst those elected under clause 30(1)(1) 37. TERM OF EXECUTIVE COMMITTEE: The members of the Executive Committee shall hold office for the term for which they are members of the Board or till their successors are appointed. 38. MEETING OF EXECUTIVE COMMITTEE & QUORUM: The Executive Committee shall meet as often as may be necessary but at least once a month. Three days notice will be given to call meeting. 5(five) Directors present shall form a quorum. The proceeding of this meeting will be recorded in separate minute book. It will be put up for perusal to the next Board Meeting. Any vacancy on the Executive Committee shall fill by the Board of Directors. 39. POWERS OF THE EXECUTIVE COMMITTEE: In addition to the power and duties delegated by the Board. The Executive Committee shall exercise the following powers and duties subject to such general directions as the Board may issue from time to time. 39(1) Admission of members (including Nominal Members) 39(2) allotment of shares to member. 39(3) Sanction of transfer of shares, to the members. 39(4) To consider applications of all types for loans. Proposals found positive or permissible to be sanctioned under the powers given and other proposals to be forwarded to the Board with necessary recommendation and to dispose accordingly.

24 ( 22 ) 39(5) Preparation of the Annual Report of the Bank. 39(6) Investigation of cases of arrears of an affiliated societies and persons and to take actions for their recovery. 39(7) To fix the nature and the amount of security to be given by the employees of different category of Bank and to prescribe the documents. 39(8) To refuse allotment of shares to any person. 39(9) Generally to carry out the directions and instructions of the Board and to do all other function which are necessary for the management of the Bank and which have not been reserved to the Board or specifically delegated to the Chairman or the Managing Director or the General Manager as per bye- laws. 40. APPOINTMENT OF MANAGING DIRECTOR/GENERAL MANAGER: The Board of Director shall appoint The Managing Director and General Manager, if Managing Director / or General Manager is appointed as a Chief Executive Officer (CEO), he should hold the requisite educational qualification, experience as per the provision of The Guj. Co-op. Soc. Act, and the guideline of Reserve Bank of India in this regard from time to time. The Managing Director, if appointed shall be ex-officio Director of the Board. 41. POWERS AND DUTIES OF THE MANAGING DIRECTOR / GENERAL MANAGER: The powers and duties of the Managing Director and/or the General Manager shall be as under: 41(1) To hold the charge of records, common seal, dead stock and such other property of the Bank. 41(2) To issue notices for calling General Meetings of the Bank and for calling meetings of the Board of Directors, the Executive Committee and Sub- Committees or other Committees appointed by the Board.

25 ( 23 ) 41(3) To attend all meetings and record their minutes and to see that it is implemented. 41(4) To conduct official correspondence on behalf of the Bank according to the Board s instructions. 41(5) To maintain proper account of all money and other property transactions and to make arrangement for that; 41(6) To arrange and conduct all the monetary transactions. 41(7) To arrange for the regular supervision of the affiliated borrowing societies, in accordance with the resolutions made by the Board of Directors. 41(8) To keep supervision over the work of subordinates and to report to the Board for action to be taken for negligency, indiscipline or misconduct of the staff as per the discipline and conduct rules. 41(9) To purchase, sell, transfer, endorse, pledge Government and other securities on behalf of the bank, and to collect interest thereon, in accordance with the rules and resolutions of Board of Directors. 41(10) subject to the provision of these Bye-laws to draw, accept, endorse, negotiate and sell bills of exchange and other negotiable instruments on behalf of the Bank in accordance with such rules and resolutions. 41(11) To get maintained all accounts and registers prescribed by the Bank. 41(12) To perform all such function as the Board may assign if any irresponsibility towards such assigned work, then the responsibility for that will be fixed by the Board. 41(13) To examine loan applications and put them before the Board or the Executive Committee, which ever is empowered for their consideration. 41(14) To arrange for the finalisation of the liabilities and assets of the affiliated societies which are under administration of the Bank, according to the Act and rules and instruction of the Board of Directors or executive Committee.

26 ( 24 ) 42. INSPECTIONS OF SOCIETIES: To arrange inspection of borrowing affiliated societies at least once in a year as per the direction of the Board of Directors. 43. INSPECTING AUTHORITY: Inspections of the borrowing affiliated societies shall be conducted by the Bank s officers, specially authorised by the Board of Directors. The officers and the employees of an affiliated societies shall afford every facility and assistance for the inspection. 44. RULES FOR INSPECTION: The inspection and supervision of the affiliated borrowing societies shall be made in accordance with the rules framed by the Board of Directors for the purpose. 45. RECTIFICATION: If the Board of Directors is of opinion on bases of inspection report that the working of an affiliated Borrowing society is unsatisfactory and requires to rectify it may order to the society to convene a general meeting of its members to take such steps for the removal of the defects as may be considered necessary. 46. GUIDANCE AND SUBMISSION OF STATEMENT BY SOCIETIES: The Board of Directors shall from time to time, draw up rules for the guidance, periodical submission of accounts and returns of an affiliated borrowing societies. Every affiliated Borrower society shall be bound to carry on its work according to the rules laid down by the Board and to submit to the Bank such statements and reports as may be prescribed. 47. OBLIGATIONS OF AFFILIATED SOCIETIES: Every affiliated society shall be bound to act as under: 47(1) Every affiliated society which takes advances shall be bound to submit to the Bank such statements and reports as may be prescribed or called for.

27 ( 25 ) 47(2) To obtain prior permission of the Bank before taking a loan from any other Financing Institution or the Government. 47(3) To send a delegate to the Bank when required. 47(4) To show cash and account books to the Directors or Auditors or any Officers of the Bank without any prior permission. 48. ACCOUNTING STATEMENTS AND DOCUMENTS: The Board of Directors shall keep the following accounts and books namely : 48(1) Register of members in prescribed form; 48(2) Register of shares; 48(3) Share Transfer Register; 48(4) Cash Account Books; 48(5) Member s Loan Account; 48(6) Deposit Account; 48(7) Loans Register; 48(8) Interest Account; 48(9) Expenditure Account; 48(10) Bank Account; 48(11) Branch Account; 48(12) Minute Book of the meetings of the Board of Directors, the Executive Committee and Sub committees etc; 48(13) Minute Book of the General Meetings; 48(14) Register of income, liabilities and assets of affiliated borrowing societies; 48(15) Register of movable and immovable property of the Bank; 48(16) Co-operative Societies Act, Rules there under, Bye-laws of the Bank, Annual Reports, Balance Sheets, Rules framed by the Board of Directors and Government Audit Report; 48(17) Such other accounts and books as may from time to time prescribed by the Board of Directors, Registrar, Reserve Bank of India and NABARD;

28 ( 26 ) 49. RECORDS AVAILABLE FOR INSPECTION TO MEMBERS: A shareholder shall be entitled to inspect following records at the convenience of the Bank but at least within seven working days from the date of demand, at the office of the Bank, during office hours. 49(1) A copy of the Co-operative Societies Act; 49(2) A copy of the Rules under the Co-operative Societies Act; 49(3) A copy of the Bye laws of the Bank; 49(4) A copy of the various types of rules made by the Board of Directors; 49(5) Proceedings of the General Meeting including questions and answers; 49(6) Govt s statutory audit report and Bank s internal audit report and rectification report; 49(7) The Annual Report and Annual Accounts of the Bank; 49(8) Register of Members; 49(9) Shareholder s accounts so far as it relates to his own business transaction. 49(10) Proceedings shall be written up and to be sent its copy to each members, within the month from the date of Annual General Meeting. 50. RIGHT TO GET CERTAIN COPIES OF THE RECORDS: If a shareholder demands some copies of the records, after paying prescribed fee. The copy of such record will be given within fortnight in accordance with the provisions of Act and Rules. 51. AUTHORISATION FOR TRUE COPY: The copies of the documents, or any entry of the record of the Bank, which required to maintain as per Co-op. Act, Rules and Bye-laws will be certified under the seal of the Bank and signed by any one of the managing director, general manager and manager.

29 ( 27 ) 52 LOANS: Loans shall be granted only to affiliated societies and nominal members of the bank under bye-law no. 2 and 9. Loans include short-term loan, medium term loan, long-term loan, cash credit, advances or overdrafts against pledge or hypothecation of valuable Govt. or Trustees Securities,Gold ornaments,national Savings Certificates, Kisan Vikas Patras, Postal-savings Certificate, Insurance Policies, Raw-Materials and Finish Goods for Manufacturing and Trading, agricultural produce, fertilisers, implements and industrial or consumer goods. 52(1) LOANS AGAINST F.D.: Advances may be granted against postal Deposit Certificates and fixed deposits of the Bank, according to the directive of the Reserve Bank of India. 53. LOANS APPLICATION FORMS: Applications for loans shall be made in such specified forms as may be prescribed time to time by the Board of Directors. 54. RATE OF INTEREST: The Bank shall advance loans to agricultural societies affiliated to it in order to enable them to advance loans to their members for seasonal agricultural operations and for agricultural purposes, at the rate may be decided by the Board from time to time. In case of other types of Loans and advances, the Board of Directors shall decide the rates of interest from time to time. Bank may charge as may be decide by the board of director with maximum limit up to 3 percent excess to ordinary rate of interest, on an account defaulted by the borrowers from the date of such defaults. 55. EXTENSIONS: Repayment of installments shall be decided at the time of the loan is granted. The Board or the Executive Committee shall have power to grant extension of limit in proper cases on written application, as per the norms prescribed by the NABARD / RBI.

30 ( 28 ) 56. DEFAULTS IN EXTENSION LIMIT: If an affiliated borrower society or any borrower fails to repay interest or any installment of principle on the date and if the Board of Directors or the Executive Committee does not grant an extension of time, the whole loan shall become immediately repayable irrespective of any condition on which the loan was sanction. 57. REPAYMENT OF LOANS IN CASE OF EXPELLING: Any sums outstanding against an affiliated society which has been expelled or which otherwise ceases to be a members of the Bank shall become immediately repayable, irrespective of any conditions on which the loan or cash credit was granted. 58. LOANS TO NOMINAL MEMBERS: Nominal members admitted under Bye-law No. 9, may be granted loans, cash credit, advances and overdrafts subject to such rules as may be framed by the Board of Directors from time to time, according to directive of RBI and NABARD. 59. POWER TO RECEIVE DEPOSITS: The Board of Directors may receive call, fixed, savings, current deposits and other types of deposits and may fix rate of interest as per directives of RBI and NABARD. 60. ANNUAL BALANCE SHEET: The bank shall prepare annual Accounts as per Banking Regulation Act, 1949,ending 31st March and send a copy to the Registrar, State Co-operative Bank, RBI, NABARD and Auditor before 30th June. 61. DISTRIBUTION OF PROFIT: The gross profit will be derived in an annual account of previous year. Following amount will be deducted from the gross profit as decided by the Board of Directors except special permission obtains from the Registrar. 61(1) Interest paid and payable on loans, deposits and other borrowing.

31 ( 29 ) 61(2) Administrative expenses. 61(3) Following expenditure fully or partly; (i) Preliminary expenses. (ii) Discount on debentures. (iii) Underwriting commission. 61(4) Losses on account of the sale of Securities or other assets and bad debts account. 61(5) Depreciation on erosion assets such as the building, dead stock, other electronic goods etc. 61(6) Provisions for specific purpose such as reserve for overdue interest, for bad and doubtful debts, investment depreciation. 61(7) To make provision for contribution to provident fund for Bank employees, the amount for repayment under bonus Act, to make provision for the amount for staff Gratuity Fund. 61(8) To make provisions for expected responsibility according to Income-Tax Act, employees leave encashment, the cost for leave travel concession and Provision on retirement benefit. After above mentioned deductions, remaining amount shall be considered as a net profit. 62. DISTRIBUTION OF NET PROFIT: 62(1) Out of the net profit a sum not less than 25% of such profit shall be contributed to statutory Reserve Fund under Co-operative Act, Section 67 and a sum not exceeding 15% of the net profit may be contributed to the Agricultural Credit Stabilization Fund and sum not less then 15 % of net profit shall be carried to the Bad debt reserve fund. 62(2) To pay dividend on paid up share capital of an affiliated societies under the limitation of section 68 of Gujarat Co-operative Societies Act. And Rules prescribed there under from time to time, and as per the guideline of RBI / NABARD. 62(3) Deleted 62(4) To set aside Dividend equilisation Fund not more than 2% of net profit, up to the maximum limit of dividend, against paid up share capital, except for the purpose of paying dividend no withdrawal from such fund shall be maid without the written sanction of the Registrar.