SECTION 1 INTRODUCTION

Transcription

1 SECTION 1 INTRODUCTION Citation 1. These Bye laws may be as the OIU, Abuja Multipurpose Cooperatives Societies Limited Bye Laws,2011, and shall come into operation on the day of publication. Motto 2. [A] UNITING TOGETHER FOR PROGRESS [B]SOLOGAN: Cooperators Progress 3 Interpretation In these Bye Laws, unless the context otherwise requires- Act means the Northern Region Cooperative societies Laws, No 9 of 1956; Area of operation of the society means a locality where the society draws its members; Board means the governing body of this society to whom the management of its affairs is entrusted; Budget means and includes a projection of income and expenditure statement approved by the members at the general meeting at the set period of time; Code of conduct means a set of rules governing the members behavior and the manner in which management of cooperatives societies is conducted and adheres to the cooperative principles and practices; Committee means a group of members appointed or elected by the Board or the general meeting for a specific function of the society as may be prescribed by the Act, rules and by-laws; Cooperative Society has the meaning ascribed to it under the Act; Court means a court of resident magistrate or district court having jurisdiction over the area in which the headquarters of the society is situated; Department means the Cooperative Development Department headed by the Registrar; Dispute means disagreement or argument or difference of opinion between members of the society or persons claiming through them and the Board or any officer or between the society and another; Formation of Board means a board elected for the purpose of forming and registering the society; Chairman of the Board means an officer of society vested with powers to manage and supervise all the day to day affairs of that society; Multipurpose society means a cooperative society that engages in different types of activities; Society means the OIU, Abuja Multipurpose Cooperative Society Limited (OMCS). Type of Society 4 OIU, Abuja Multipurpose Cooperative Society Limited (OMCS) is an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs. It is a multipurpose cooperative society involved in savings and credit, building and thrift with members drawn from the same requirements of OIU, Abuja. 1

2 Cooperative Values 5 OIU, Abuja Multipurpose Cooperative Society Limited (OMCS) subscribe itself to the cooperative values of: a. Self-help and Self-responsibility b. Democracy and Equality c. Equality and Solidarity d. Honesty e. Openness Cooperative Principles 6 OIU, Abuja Multipurpose Cooperative Society Limited (OMCS) have the following principles: a. Voluntary and open membership b. Democratic member control c. Member economic participation d. Autonomy and Independence e. Education, training and information f. Concern for the Nation 7 Name and address: The society shall be called the OIU, Abuja Multipurpose Cooperative Society Limited (OMCS) and its address shall be shope Drive one Prince and Princess Estate, GUDU Abuja, P.O BOX 7180 Wuse Zone 3. 8 Area of operation: This shall be the FCT (with its adjoining states) of Nigeria. Objects 9 The objects of this society are to promote the economic interest of its members through: a. The provision of facilities for regular thrift savings by members without such savings being removed from their control. b. The creation of funds to be lent to its members at fair and reasonable rates of interest for provident and productive purposes. c. The creation of funds for buying and/or building of goods, properties and services meant for sale to members of the society and general public at very low attractive prices and repayment terms. d. The creation of funds for investment into economic activities that will help develop members economic interests. e. Any other measure based on cooperative principles to encourage its members to cultivate the spirit and practice of thrift, mutual help and self help. Section 2 Rights, Obligations and Privileges of Members Membership of the society 10 (1) Members of the society shall consist of (a) Persons who join in application for registration of the society; 2

3 (b) Persons admitted in accordance with the By-laws of the society; and (c) Persons who have attained the age of eighteen and are of a sound mind, are following relevant trade or occupation, have a common need which this society seeks to satisfy and are capable of paying fees on a monthly basis; (2) This society will increase the number of its members in relation to its activities; (3) No company incorporated or registered under the Companies Act and no incorporated or registered body of persons shall be entitled to become a member of this society excerpt with the written permission of the Registrar and the subject to the following conditions:- (I) That such a company or body has shown interest to make use of the services of the society and the Registrar is satisfied by such move. (II) The membership of such company or body shall comply with the Acts, Rules and By-laws of the society. (III) This society shall benefit from the services of such company. (4) Must be from Onitsha or Nwadiani residing in FCT or its adjoining states. (5) A minor, (less than 18 years) maybe registered through the parents or guardian, contributors of ordinary savings are allowed into their accounts, however, they are not entitled to loans rather will take over as a full member when attained the age of 18 years. Entry of member s name in register 11 Every member admitted after the registration of the society shall leave his name entered in the Register of Members and shall sign his name or affix his thumbprint to such entry in the presence of two members of the Board. Rights of members 12 (1) No member of this society shall exercise the right of a member unless he participates fully in the business of the society and he has made such payments in respect of ordinary savings, entry fee and any other dues. (2) Without prejudice to the provisions of sub-rule (1), members shall have the following rights:- a. Right to vote and be voted for; b. Right to attend and participate in social meetings; c. Right to participate in the leadership of the society; d. Right to call a meeting in accordance with this Bye-laws; e. Right to nominate a successor in accordance with this Bye-laws; f. Right to borrow provided that the member has made the required savings and met the loan criteria in accordance with the Bye-laws; g. Right to be heard; h. Right to be informed on all affairs of the society; i. Right to inspect the documents of the society; j. Right to realize income and/or other benefits from the societies business operation; k. Right to participate in the making and amendment of Bye-laws of the society; l. Right to withdraw membership; m. Right to institute an inquiry into affairs of the society; and n. Right of appeal. 3

4 Obligations of members 13 Members shall have the following obligations a. To comply with this Bye-laws, code of conduct, internal regulations, policies and procedures; b. To pay entry fees of N2,500:00, make monthly ordinary savings of N2,000 and above and pay any other society dues; c. To participate in the economic activities of the society as required in the Bye-laws; d. To attend meetings of the society; e. To nominate their successors; f. To pay their debts to the society; g. To conform to decisions of the general meetings; h. To protect and defend the society s assets and investments; i. To preserve and protect society s image and reputation; j. To sponsor the society; and k. To accept tutelage for any situation deemed potentially harmful to the society or its members. Members may receive services in priority 14 Members of the society shall have priority in receiving certain services as maybe provided by the society. LOAN TO MEMBERS 15 a. Members are entitled to loans so far as: i satisfied all rules to membership ii been a member for at least 6 months iii application for loans shall be in writing using a loan request form iv as furnished enough guarantors for the loan; and v has the ability to repay the loan b. Purpose for Loans Loan shall be restricted to members only and shall be made for provident and productive purposes only upon such security and terms, as the credit committee shall have approved. c. Application for Loans Application for loans shall be on form prepared and furnished by the management committee and shall set out the purpose for which the loan is desired, the security (if any) and such other data as may be desired. d. Conditions Governing Loans No loan shall be granted: i. To any individual other than a member of the society ii. To any member whose monthly savings are in arrears? iii. For a period exceeding the time limit fixed by the General Meeting iv. If it would bring a member s total indebtedness at the time of the loan to an amount exceeding his maximum credit limit. e. Rate of Interest on Loans Rate of interest shall be fixed from time to time by the Management Committee. 4

5 f. Maximum Credit Limit The maximum credit limit of each applicant for a loan shall be as determined by the management committee from time to time. The Committee shall bear in mind the availability of funds the principle of making credit available to as many members as are qualified and the securities offered. g. Repayment of loan shall be equal monthly installment of the loan amount depending on the repayment schedule starting from the month following the month at which the loan was collected. h. The applicant must continue his contribution to his ordinary savings at the same rate irrespective of the loan repayment terms. i. The guarantors shall be liable to refund to the society any unpaid loan left by an applicant. A guarantor must have the amount or more being guaranteed in his/her ordinary savings with the society. j. The maximum repayment period allowed for any loan is 24 months k. Any loan request that is equal to or less than the total ordinary savings balance will be granted at 50%. l. Loan interest will be shared between the society and the guarantors at a ratio of 50:50. m. Without prejudice to the loan provision above, a member can withdraw all the amount outstanding in his/her ordinary savings after three years of contributions and start afresh, that is without losing his/her membership of the OMCS. Loan Administration 16. Loan Committee 1. The general meeting of the society shall have the responsibility of electing a Loan Committee (LC) with up to 3 persons to oversee the administration of the loan affairs of the society. The general meeting may elect members of the LS among the Board or Board members. 2. The duties of the Board of the society shall include the establishment of the administrative and credit policies, the interest rates for loans and deposits and the business hours of the society. 3. The duties of the LC shall be to evaluate the character and the capacity of the member to repay the loans and to approve or reject loan applications. Loans approvals shall be in accordance with criteria laid down in the loan policy of the society. 4. The duties of the L C shall be:- a. To verify, on a regular basis, that the Board, committees and employees of the society abide by applicable laws, regulations, By-laws and established policies; 5

6 b. To verify and the accounting and other records, including members passbooks and loan registers, are administered with due care and accuracy; c. To oversee and receive reports of the internal auditor, when appointed; d. To advise Board and employees of the Society on good conduct of the business of the society and report directly to members at the general meeting. 17. Funding (1) The society shall receive funds from its members, in the form of ordinary savings only. (2) The society may receive loans, provided they are not from natural persons, that no mortgaging or pledging of its immovable or movable property is made without the approved of the Board and LS. (3) The amount of the entrance fee for new members shall be N2000 and shall cover the direct costs involved in their enrollment. (4) Ordinary Savings shall be a minimum monthly contribution of N2000 and the total of the ordinary savings shall form the basis for the calculation of the loan amount to the member. (5) Without prejudice the provision of 17.1 above, members may contribute to a term fund (Esusu) whereby the total contribution may be withdrawn on maturity. The term funds may include: a. School fees fund b. House rent fund c. Equipment purchase fund d. House building fund and so on. 18. Loans by the Society 1) Every application for a loan shall be on a standard form provided by the LS/OMCS and shall set forth the purpose for which the loan is desired, the guarantors, the amount being guaranteed and such other information as may be required by the LS/OMCS. 2) The LS/OMCS shall enquire into the character and the financial conditions of each applicant for a loan and his guarantors in order to determine his ability to repay the loan, 19. Preference in the granting of loans When funds are in short supply, loan must be given on the basis of first come first come first served. 20, Maximum loans to members A member may obtain loans for up to five times the amount of his own ordinary savings. 21. Restriction on loans to members Where an officer of the society (who in the first instances is also a member of the society) applies for a loan, the loan must not be in excess of five times the value of his ordinary savings as its applies to other members of the society, the same rules and processes that apply to other members shall apply to such officer of the society. 6

7 22. Prohibitions 1) The society shall not lend money to a person who is not a member of the society and shall not receive deposits from person. 23. Unauthorized loans prohibited 1) No officer or employee of the society shall lend money from the funds of the society to an applicant for a loan unless the application and the loan have been approved by the LS/OMCS as required by these rules. 2) An officer or employee who contravenes this rule shall guilty of an offence. 24. Limitation of loan A loan shall be made to a member for a period of specified in Bye-law 15 above provided that such period shall not exceed two years, i.e. 24 months. 25. Capacity to repay No person shall be advance with a loan unless he furnishes sufficient evidence that he will repay the loan. 26. Rates of interest on loans 1) The interest on loans shall be fixed by the general meeting provided that the general meeting may delegate its powers to the Board to establish the interest rates for loans depending on the prevailing market conditions. 2) The interest rate on loans outstanding shall not be changed due to a review of rates after the loans have been made. 3) A provisional interest rate regime is as given in Bye-law 15 above. 27. Uncollectible loans and charge offs 1) Where a loan or any part of a loan has remained unpaid for more than ninety days in accordance with the agreed repayment schedule, the society shall recover the money by first recovering all the ordinary savings of the member and then deduct the balance from the guarantor s ordinary savings on equity basis. 2) It is the duty of the LS or an officer in charge to notify all guarantors of the non-repayment of the loan after the first month of default. 3) It is the duty of the guarantors to persuade the member to continue repayment of the loan. 4) After the deductions of all loans at default, member that defaulted ceases to be a member of the society. 5) If the defaulting member later pays to society the amount owing, such amount will be credited to the guarantors equitably. 6) If the member that defaulted in repaying his loan wishes to continue his membership, he/she must be treated as new member and subject to the approval of the membership committee. 28. Use of pass book, statement and other means 1) One or more passbooks or statements shall be used to record all transactions regarding ordinary savings, loans, interest and share of members. 2) All entries in the passbook shall be authorized by designated member of the Board or its authorized secretary where practicable. 7

8 29. Inspection and evaluation of the society 1) An annual inspection and audit of the affairs of the society shall include an examination and evaluation of membership, management structure, ordinary savings, interest rates and charges, shares of profit, bank reconciliations, loans withdraw and repayments. 2) An annual inspection and audit of affairs of the society shall include an examination and evaluation of each loan. 30. Distribution of net surplus of credit society 1) When determining the net surplus made by the society, 20% of the annual net surplus shall be set-aside in Statutory Reserve Fund. 2) The statutory reserve fund and other fund shall be used in the business of the society. 3) In the event that the reserve fund of the society is depleted or reduced as a result of other accounts being charged against it, the amounts to be placed in the reserve fund each year from the surplus arising from the business of the society as provided in this Bye-law shall be increased by an additional ten percent. 4) No member shall have any claim against the fund or funds of society provided for in this Bye-law except in the case of closure or liquidation. Privileges of members 31. Members shall have the following privileges:- a. To have a preferential treatment in relation to services, prices, shares of profits, competitive interest, employment and tax relief; and b. Accessibility to Government and Non-governmental Organizations support. Vote of members 32. At general meetings of the society each individual member present shall have one vote only irrespective of the amount of ordinary savings standing to his /her credit and no proxy or representation of a member shall be allowed. Nominees 33. (1) Every member of the society shall at the time or after he becomes nominate in writing with two attesting witnesses, one person who, in the event of his death, will succeed his ordinary savings or other interests in the society, and nominee may apply for membership. (2) In the event of such nominee not becoming a member by the Board the value of the ordinary saving or other interest shall nevertheless be paid to him. (3) In the event of such nominee dying or of the member desiring to cancel such nomination, the member may from time to time nominate in writing another person in same manner as in sub-rule(1), and the necessary alterations shall be made in the records of the society. (4) If there is no nominee, principal and profits accruing there from, shall be paid to his legal representative. 8

9 (5) In the event of there being no nominee or legal representative the amount of ordinary savings or other account from time to time out of the earnings of the society, shall be kept in reserve by the society. (6) The value of the interest of a member who has become of unsound mind and incapable of managing his affairs, shall be ascertained and paid or transferred to a nominee of unsound mind member to whom such interest shall vest. Withdrawal from membership 34. (1) A member may withdraw from the society upon giving a notice not less than 2 weeks or such additional notice as the General Meeting may deem necessary in any particular case. (2) Without restricting the generality of the foregoing, additional notice to the society, or is otherwise indebted to the society. (3) No member withdrawing shall be entitled to a refund of his entrance fee. (4) All the members ordinary savings and profits there from less any amount owed the society shall be refunded to the withdrawing member. Termination of membership 35. Membership shall be terminated:- a. upon the members death b. upon the members ceasing to hold any contribution of ordinary shares as required by this By-laws; c. by expulsion d. for failure to participate in the economic activities of the society; e. upon a member becoming of unsound mind; and f. by withdrawal Suspension or expulsion of a member 36. (1) A member may be suspended or expelled:- a. upon his conviction of a criminal offence involving dishonesty or a sentence of imprisonment; b. for giving or tendering any gratuity or commission to anyone employed by the society; c. for any action which may be hold by the Board and the General meeting to be dishonest or contrary to the stated objects of the society; and d. for failure to pay any sum due from him to the society within the period allowed (2) Sub-rule (1) shall apply to any member or delegate of this society. (3) For the purposes of paragraph (a) of sub-rule (1) of this By-Law, the ordinary date on which the period allowed for making an appeal against a conviction or sentence, as the case may be expires or, if such appeal is made, the date on which the appeal is finally disposed of or its abandoned shall be deemed to be the date of the conviction or sentence. 9

10 Section 3 Duties of the Society Registrar of Members 37 This society shall maintain a Registrar of its members showing:- a. the name address and occupation of each member; b. the amount of ordinary savings to be contributed on monthly basis; c. the date on which each member s name is entered in the register; d. the date on which any member ceased to be a member; and e. the nominee, if any, appointed under rule 10 Publication of balance sheet 38 This society shall exhibit its annual balance sheet during office hours to any person interested in its affairs as a member, depositor or creditor, or regulator. Monthly balance sheet will also be exhibited on the society s web site. Annual financial statements 39 (1) The Board of this society or some officers of the society appointed for this purpose by the Board, shall prepare in such form and for such period as will show a true and fair view of the affairs of the society:- a. an account showing the income and expenditure b. an appropriate account; and c. a balance sheet. (2) Accounts of this society shall be audited at least once in a year by a competent registered auditor who may charge a competitive fee. The Board shall recommend a competent and registered auditor whose appointment shall be ratified at a general meeting of members. (3) The accounts shall be made up the last day of the period to which they relate, and a copy thereof shall be sent to the auditor not later than Six weeks after the closing of the financial year and auditors shall complete the auditing work within one months after submission of accounts. (4) For the purpose of sub-rule (3), the audit report shall include a section on compliance with loan accounting. Section 4 Management of the Society (a) General Meetings First general meeting 40 (1) Within two months from the date of the receipt of the certificate of registration, unless the time is extended by the Registrar, the 10

11 Society shall hold a general meeting at which all members shall have the right to be present and to vote. (2) The business of the first general meeting shall include the presentation of Registration Certificate by the Registrar or his representative appointed by him in writing and the election of the Board. (3) Different committees shall be elected by the general meeting,. Annual general meeting 41 (1) This society shall hold an annual general meeting of its members o delegates in every calendar year, provided that meetings shall be held within nine months after the closure of previous financial year of the society. (2) The business of the Annual General Meeting shall be:- a. to receive and consider annual financial accounts, summary of management audit report, and other reports described in rule 39 above; b. to dispose of sums available for distribution; c. to determine the amount of honoraria, ii any, for unsalaried officers and members of the Board. d. to receive and consider the annual budget estimates; e. to consider and approve the society s corporate strategic plan business plan and implementation plans, business plan and imprisonment plans and budget for following year, and f. to consider any other business as the Board may find relevant. Ordinary general meeting 42 (1) This society may hold ordinary general meetings at least once. (2) The business of the ordinary general meeting shall include:- a. determine the number of Board in accordance with the Bylaws of the society where the need arises; b. amendment of the By-law where the need arises; c. the election, suspension or removal of members of the Board; d. the acquisition or disposal by the society of any movable and immovable property; e. the consideration and adoption of the interpretation and implementation of the Cooperative Development Policy; and f. the approval of contracts and agreements. (3) Notwithstanding provisions of sub-rule(1) and (2), the business of the ordinary and general meeting may be combined in a single meeting. 11

12 Delegates to society meetings 43 (1) Delegates may be elected or appointed to attend and have the right to vote at general meetings for a specified period and such a delegate may be an ordinary member of the society or a member of the Board. Special general meetings (2) If the membership of the society becomes very high, it hereby provided to constitute a meeting of delegates in place of all members, general meeting through the creation of basic units whose delegates shall attend the general meeting of the society for and on behalf of members of such units. Such a delegate may be an ordinary member of the society or a member of the Board. (3) Every member of the society mentioned in sub-rule (1) or the basic units mentioned in sub-rule (2) shall be represented by at least two delegates to such general meetings. 44 (1) A special general meeting shall be held where at least one third of members signify in writing the intention to hold such meeting provided that such special general meeting shall have at least one specific agenda. Notice of meetings (2) The Registrar of cooperatives or any person authorized by him may summon and preside over a special general meeting of the society in such manner and at such time and place as he may direct what matters shall be discussed at the meeting. Such meeting shall have the powers and subject to the same rules as a meeting called in accordance with this By-laws. All expenses for the meeting shall be met by the society. 45 (1) A notice of at least twenty-one days in the case of an annual general meeting, and ordinary meeting, and seven days notice in the case of a special meeting shall be given by advertisement, mail or otherwise. (2) The notice shall contain a statement of the purpose of the meeting and, wherever practicable, the agenda for the meeting shall made available to each member or delegate before the meeting is held. 12

13 (3) The non-receipt by a member of a member of a notice or information respecting the date, hour and place of meeting shall not invalidate the proceedings or the business transacted at the meeting. Quorum 46 (1) The quorum at a general meeting of a society shall not be less than one hundred members or thirty per centum of all the members whichever is less. Procedure for election (2) In the event the quorum prescribed herein does not suffice to conduct a meeting, such meeting shall be postponed for seven days and the quorum does not suffice again the meeting shall be cancelled provided that a special meeting summoned by the Registrar of cooperatives shall proceed for any number of members or delegates present at the meeting and the resolution passed at such meeting shall be binding to all members. 47 (1) The procedure for election of members of the Board shall be as follows:- a. the members of Board for election of members of the society present at the general meeting:- every election of the Board shall be done in the presence of the Election Supervising Officer who shall be the presiding Chairman; the election of members to the Board shall be done by open ballot (Option A4) and shall be free, democratic and no member shall be elected to the Board through illegal means; and in the event the aspiring Board Member is proved by the Supervising Officer that he was elected through illegal he shall automatically lose his Board membership and shall not be eligible for re-election to the Board for the next nine years. b. every member aspiring to be elected to the Board shall have to fill the relevant form disclosing personal details and experience in leadership position as follows:- personal details (name, age, marital status, employment history, educational qualifications, leadership experience, and any other relevant information as may be directed in the form) 13

14 cooperative membership record indicating performance, records in fulfilling membership obligations anticipated contribution to the development of the cooperative society after becoming a cooperative Leader type of business or activities being undertaken by that member any other information deemed relevant for being elected as a member of the Board. (2) All election forms shall be obtained from the office of the society during the office hours, twenty one days or earlier before the ordinary general meeting or annual general meeting at which election of Board members will be held. (3) The forms duly filled shall be returned to the Election Supervising Officer fourteen days before the ordinary general meeting or annual general meeting at which election of Board members will be held. (4) The Election Supervising Officer shall form a commitment of at least four people of recognized integrity to scrutinize the form and award score points to the aspiring candidates, and such committee which will be chaired by the Election Supervising Officer shall recommend to the general meeting candidates to be voted for, (5) Candidates to be voted for shall have scored 40 or more points out of 100 (6) Following the recommendations of the scrutinizing committee, the general meeting shall decide upon the final list of names and number of candidates to be voted for (7) Counting of votes shall be done immediately after election and results shall be announced by the presiding Chairman (8) Save for the members elected in the first Board election, no member shall be eligible for election to the Board unless he or she has attended at least the last two annual general meeting (9) Members of the Board voted out at the end of 3, 6 and 9 years, shall not be eligible for election for another term until after the expiration of one term of three years. 14

15 Voting 48 (1) Every member who has complied with the provisions of this By-laws respecting admission to and maintenance of membership in the society or delegate, shall have one vote at a meeting of the society Minutes of general meetings (2) Voting at all elections shall be by open ballot (Option A4) (3) Other matters put to the vote of the meeting shall be decided by a show of hands unless a poll is demanded by at least three members or delegates present. (4) In the event of equality of vote in the general meeting the agenda shall be postponed or cancelled. In the event of equality of votes in the meeting of the Board the Chairman shall have a casting vote. 49 (1) All business discussed or decided at a general meeting shall be recorded in a minute book which shall, on confirmation of next meeting, be signed by the Chairman of the meeting and the Secretary. Management of the Society (b) Board) Election, suspension or removal of Board member 50 (1) Members of the Board shall be elected. Suspended or removed only by the majority which constitutes more than half (1/2 ) of the members present and voting at a general meeting. Non-members and eligible for election (2) The general meeting shall determine the number of members of Board. 51 (1) No person who is not a member of the society shall eligible for election as representative of the society, at any meeting or of any Board of any secondary society, joint enterprise, apex society or federation of which the society may be a member. (2) No person who is not a member of the society shall be election:- a. to the Board of the society; 15

16 b. to the Board to the secondary society, apex, federation enterprise of which the society may be member c. as a delegate to represent the society; or d. to the Board of a Co-operative Joint Enterprise, if such person ; holds any office of profit under his society pr such joint secondary society, apex society or federation or receive honorarium from either of such societies; where either his society or such secondary society is a credit lends money on his own amount; where either a primary society or such a Joint Enterprise society or apex society is a multi-purpose society like ours; if such a person fails to fulfill tasks or targets set for every of this society for the preceding year. Duties of the Board 52 (1) The Board shall:- a. manage the affairs of this society democratically on the basic principles, methods and procedure of Cooperation b. Strive to satisfy the economic and social-cultural needs of members c. Improve the material living condition of its members, and d. promote Cooperative education amongst his members (2) The duties of the Board shall include the following:- a. to comply with the provision of the Act, the rules and register made there under, Registrar s Circulars, Code of Conduct Bylaws of the society; b. to lay down proper financial procedures and regulations net maintain true and accurate records of the business of the society c. to ensure that the accounts of the society are prepared and according to the requirements of the Acts, Rules and By-laws d. to lay before the annual general meeting an audited income expenditure account, balance sheet and sources and application funds; 16

17 e. to prepare annual estimates for income and expenditure primary presentation to the general meeting; f. to facilitate the inspection of the books by any person authority inspect them; g. to ensure that loans are applied to the approved purpose for which they were made and that proper securities have been taken for any loans made in accordance with this By-laws; h. to ensure that this By-laws are observed; i. to prepare fixed term contracts, schemes of service and regulations governing staff and employees of the society; j. to seek and arrange for appointment of staff of the society; k. to suspend any member of the Board who does not comply with the requirements of the Act, Rules and By-laws pending the decision of the general meeting; l. to oversee the opening and operations of bank accounts; m. to keep a correct register of members; n. to maintain attendance register for Board Members; o. to maintain minute books of all society s meetings; p. to interpret and implement Cooperative Development Policy; q. to prepare Society s Corporate Strategic Plan, Business Plan and annual implementation plans and budgets; r. to supervise all investments of the society; s. to lay down management information and accountability systems. Board minute book 53 All business discussed as a meeting shall be recorded in a minute book which shall be signed by the Chairman of the meeting and the Secretary. Economic activities to be under guidance of the Board 54 (1) All economic activities of the society shall be under the general guidance of the Board to ensure that they are run with maximum efficiency. 17

18 Board may establish a Scheme (2) The Board may set up committee as it deems necessary in addition to the standing committees for the purpose of performing its functions. 55 (1) Board may establish a scheme for its members to facilitate the promotion and development of the business of the society such as an information resource centre and market linkage. Honorarium to Board Members 56 Payment of honorarium to the Board members of society shall be determined and approved by the annual general meeting provided that the liquidity position of the society allows such honorarium. Members of Board cease to hold office 57 A Member of the Board shall cease to hold office if:- a. that member ceases to be a member of the society; b. that member becomes of unsound mind; c. that member is convicted of any offence involving dishonesty or its sentenced to imprisonment; d. that member accepts any office of profit under the society; e. that member voluntarily resigns his office; f. his society ceases to be a member; g. he is part of a Board which has failed to prepare the statement of accounts within a period of three months after the closure of the business of the previous financial year; h. he has been voted out by the general meeting, or i. he has concluded his term of leadership (which is 3 terms of 3 years each). Duties of Chairman of the Board 58. 1) Supervising day to day activities of the society performed by his subordinates; 2) Preparing or ensuring the preparation of progress reports, monthly financial control statements and any other reports required and submitting them t the Board to enable them to review actual taking necessary decisions; 3) Preparing annual accounts and balance sheet for submission to the Board and Auditors; 4) Keeping safe custody all moneys and other instruments; 5) Countersigning contracts and agreements on behalf of the society; 6) Interpreting the Cooperative Development Policy and presenting the implementation plans and budgets to the Board for approval; 7) Performing any other duties as may be directed by the Board. 18

19 Contracts enter into by society 59 1) This society shall, except with prior approval of the general meeting, enter into any contract in respect of a loan or credit service, work done, goods supplied or services provided for/by the society or receive rent for/by hire/disposal of any asset of the society where the value of the subject matter of sucha contract exceeds five hundred naira. 2) Where this society enters into contracts for the supply of goods or services, it shall undertake and discharge the obligation of that contract and where the contract requires special skills it must furnish evidence that some of its members or staff have the necessary skills required for the discharge of the contract. Disputes 60 1) Any dispute concerning the business of this cooperative society between the members of the society or persons claiming through them or between a member or persons so claiming and the Board or any officer, or between one society and another shall be referred to the Registrar of cooperatives in Abuja. Reference may be made by the Board or the society by resolution in the general meeting or by any party to the dispute, or if the dispute concerns a sum due from a member of the Board to the society, by any member of the society. 2) The Registrar may either decide the dispute himself or refer it to arbitration under the Arbitration Ordinance. 3) A person aggrieved by a decision of the Registrar under sub-rule (2) may within fourteen days of the receipt thereof appeal in writing against such decision to the Minister of Federal Capital Territory whose decision shall be final. In deciding the appeal the Minister shall not be confined to the grounds of objection set forth in the appeal under this rule. Management of the Society (c) Code of Conduct Guarantor in case of default 61 1) No staff in this society shall hold position in the society without having a guarantor; 2) The guaranteed person and guarantor shall be liable for any loss or default occasioned by the guarantee. 3) Every staff of this society shall be guaranteed by at least two persons. Board members to fill relevant forms 62 1) Aspiring Board members shall fill in forms as prescribed in these Rules and submit them to the Election Supervising Officer. 19

20 Duties of Election Supervising Officer 63 The Election Supervising Officer shall have the following duties:- a. to receive the forms duly filled by the aspiring Board members; b. to form and chair a panel of at least four people of recognized integrity to scrutinize the forms of aspiring Board members; c. to table and present the Panel s recommendations to the general meeting; d. to report immediately to the Registrar of cooperatives of any irregularity or suspicion thereof in the manner to which members of the Board were elected. Property of the society Section 5 Property and Fund of the Society 64 The property of the society shall consist of such movable and Immediately property as the society may from time to time acquire. Ownership and use of property of a society 65 All assets and other capital goods acquired by the society shall be owned by the society through the Board. Individuals may use such assets or capital goods on conditions to be determined by the general meeting. Funds 66 1) In maintaining funds the society shall have the responsibility of collecting such funds through proper procedures and to protect such funds through safe keeping. 2) Notwithstanding sub-rule (1), the revenue of the society may include moneys derived from levy charged in accordance with this By-law and profits made from its economic activities. Use of funds 67 The funds of the society shall be devoted only to the promotion of the stated objects of the society, the running of the society and such other purpose as prescribed in the Act, Rules and By-laws of the society Financial provisions 68 1) It is hereby provided that the society shall raise funds to finance its activities through the ordinary sayings, entry fees of members and retained profits from its economic activities. 20

21 No officer to Act independently in credit and interest rates 69 1) No officer or employee of a society shall be allowed to act on credit transaction without the prior approval of the LC. 2) The payment of interest rates on loans and deposits shall be fixed by the general meeting or as stated in this By-law. Guarantors for loan 70 1) No matter of the society shall guarantee a loan by the society to any other member where such other member has guaranteed a loan by the society to the first mentioned member. 2) A guarantor shall be liable for the repayment of the loan for which he is a guarantor to the extent as guaranteed in the case of default of payment of such loan by the guarantee. 3) Every loan shall be guaranteed by at least one guarantor 4) Security for loans shall be an amount equip to loan amount less the member s total ordinary savings. Distribution of net balances 71 The annual net balance together with any sum available for distribution from previous years, after the Balance Sheet has been audited by a duly authorize auditor and the required provisions have been made, the equivalent sum set aside shall be applied in the following order a. not less than 20% of the surpluses retained in any one year shall be set aside in cash and be carried to the Statutory Reserve Fund; b. the remainder of the annual net balance may then be disposed of as decided by the general meeting as i. payment of share of profit to members; ii. contribution to a development fund or other funds; iii. contribution to any charitable, educational or medical purpose; iv. payment of honourable to Board members and other unsalaried officers; v. payment in any other way approved by the general meeting with the undistributed balance carried forward to the following year. Statutory Reserve Fund 72 1) 20% of the gain or surplus resulting from the operations of the Society in any financial year, shall be set aside in cash and carried to the Statutory Reserve Fund. 2) The reserve fund may be utilized in the business of the society 3) Any withdrawals from the reserve fund shall be made good from the next accruing funds in the following financial periods. 21

22 4) The reserve fund shall not be available for distribution to members and no members shall be entitled to claim any specified share of it. 5) On the dissolution of the society the reserve fund shall be applied to discharge the liabilities of the society and for the repayment of ordinary savings. 6) Any portion of the reserve fund remaining after all liabilities has been met may be divided amongst the members. Section 6 Dissolution of the Society Rules relating to winding up of the societies 73 1) Upon completion of the cancellation process of the registration of A society taking effect, the Registrar of Cooperatives may publish In such manner as he thinks proper, a notice requiring claims against the society to be submitted within one month to him or to such person as he may name as liquidator. All creditors recorded in the books of the society shall be deemed ipso-facto to have been duly notified. 2) When an order cancelling the registration of a society is made by the Registrar of cooperatives with genuine reasons, the liquidator may immediately, and shall from the date on which the order takes effect, take charge of the books of the society in order to wind up its affairs. 3) The liquidator shall proceed to determine the assets and liabilities of the society as they stood at the time of cancellation of its registration and shall determine the contributions to be made by the members and past members respectively to the assets of the society. He shall also determine by what person and in what proportions the cost of liquidation shall be borne. The Registrar shall provide for the appropriate procedure and forms for the liquidation process. 4) The liquidator shall make an order noting the names of members and past members of the amount to be realized from each as the contribution and as costs of liquidation. 5) The order made shall be submitted to the Registrar of cooperatives for his approval, and he may modify it or refer it back to the liquidator for further inquiry or other action. 6) A copy of the order as finally approved by the Registrar of cooperatives, accompanied, if possible, by a list of the properties of each member or past member against whom the decree has to be enforced, shall be filed. 7) If the court is unable to recover the sum assessed against 22

23 members the liquidator may frame a subsidiary order or orders against any other member to the extent of the liability of each for the debts of the society until the whole amount due from the members is recovered and those orders shall be executed i in the same manner. 8) The liquidator shall submit to the Registrar a report after such and in such form as the Registrar shall require, showing the progress made in the liquidation of the society. 9) All funds in the charge of the liquidator shall be deposited with such bank or person as the Registrar may approve. 10) The liquidator shall, after recovery of the dues of the society and the realization of the contribution and costs of liquidation from the members and past members and meeting the liabilities of the society, wind up its affairs and submit a final report to the Registrar. 11) The Registrar shall fix a period within which the liquidator shall complete liquidation. Appeals from a decision of the liquidator 74 1) Where any person is aggrieved by a decision made by the liquidator of a society, he shall, within thirty days of the date of the decision, appeal to the court of resident magistrate. 2) An order of the court on appeal under these Rules may be so appealed in the same manner and to the same extent in all aspects as a decree of that court in a civil suit. 75 MISCELLANEOUS PROVISIONS SECTION 7 1. FINES: Any member of officer who absents himself from the general or committee meeting without reasonable excuse or otherwise act in a manner considered to be against the best interest of the society may be fined an amount that may be determined by the management from time to time. 2. SEAL: The OMCS shall have a seal, which shall be a pattern approved by the Federal Director of cooperatives. Documents shall be sealed and shall be kept in the custody of secretary. 3. AMENDMENT OF THE BYE-LAWS Any amendments or addition to this Bye-law shall be by the General meeting of the society. 23

24 4. ADOPTION THESES BYE-LAWS These Bye-laws are hereby adopted by the OMCS MEMBERS ON.. Day of 2015 at the Special Stakeholders Conference. THE CHAIRMAN (OMCS).. THE SECRETARY (BOT) THE CHAIRMAN BOT 24