By-Laws (constitution)

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1 TATALE COMMUNITY CO-OPERATIVE CREDIT UNION LTD (TTCCCU) ( THE HAPPY FAMILY) By-Laws (constitution) Operating Guidelines Prepared by Board of Directors JUNE 2010 Tatale Community Co-operative credit Union Ltd P.O.Box PMB Tatale Northern Region Ghana Office Location: Near Market Square Tatale Tel: ttcccu@gmail.com

2 CONTENT Interpretation Title Objectives Part One Preliminary 6 Part Two General Provisions 6 Funds of the Society Other Funds Regular savings Minimum savings Maximum savings Withdrawal of savings Restriction of withdrawal Dividend on Shares Interest on savings Liability of members Financial year Accounts and books Register of members Loan to members Purpose of loans Application for loans Loans to new members Maximum of loans to individual Security for loans Security for loans (wage assignment) Release of security Interest on loans Collection of loans Power to borrow Investment & depositories Signatories Publication of names Page Page 2 of 21

3 Part Three Membership 11 Qualification for membership Application for membership Admission to membership Withdrawal from membership Payment after termination of membership Part Four General Meetings 12 Supreme authority Annual General Meeting Business at Annual General Meeting Special General Meeting Business at Special General Meeting Voting at General meeting Part Five Committees 13 Committee of Management (Board of Directors) Committee Members Election of committee members Loss of office Meeting and quorum of committee Duties of committee management Part SIX Loans Committee 14 Loans Committee Members of loans committee Meetings of loans committee Loans to members of other committee Part Seven Supervisory Committee 16 Members of supervisory committee Duties of supervisory committee Other committees Part Eight officers of the society 16 Officers Election of officers Term of office Chairman Vice-chairman Secretary Page 3 of 21

4 Regular Savings Treasurer Assistant Treasurer Duties of the manager Part NINE AUDIT 18 Part TEN Voluntary Dissolution 18 Voluntary dissolution Amendment of bye-laws Part ELEVEN- Miscellaneous 18 Records Affiliation Disputes Liquidation Page 4 of 21

5 VISION STATEMENT: Our vision is to become a leading financial institution which provides easy access to financial opportunities for the growth of Business and life in Nalerigu and its surrounding communities. MISSION STATEMENT: Our mission is to improve the socio-economic well being of everyone especially women and children in our target communities by offering affordable and client-friendly savings opportunities and loans products. Page 5 of 21

6 PART ONE PRELIMINARY 1. Interpretation: In these by laws, unless the context otherwise requires, Decree means the Co-operative Societies Decree No. 252 of 1968, and Regulations of 1968 and such amendments apply from time to time. Where no express mention is made these byelaws are meant to be read subject to such Decree, Regulations and their amendment. Bye-laws: Means the Registered bye-laws of the Society 2. Title The name of the society shall be TATALE COMMUNITY. CO-OPERATIVE CREDIT UNION LTD. Its registered address shall be POST OFFICE BOX PMB TATALE, NORTHERN REGION GHANA Its area of operation shall be TATALE AND ITS ENVIRONS. 3. OBJECTIVE The Objectives of the Society are: a) To promote thrift among its members by providing a means of savings. b) To provide loans to its members for provident or productive purposes at a fair and reasonable rate of interest. c) To promote the welfare of the people in the community. d) To improve the socio-economic wellbeing of productively poor women and farmers through microfinance. 4. Model of Operation: Credit Union with Microfinance Orientation. PART TWO GENERAL PROVISION 5. Funds of the Society The funds of the society shall be derived from: a) Entrance fee b) Share capital c) Deposits d) Loans to the society e) Interest income f) Donations g) Miscellaneous Page 6 of 21

7 6. Other funds The society shall maintain such other funds from its net surplus, as it may deem necessary. 7. Minimum Shares Each individual member must subscribe to a minimum share capital. This amount cannot be withdrawn. 8. Maximum Savings The savings of any one member in the balance column of the individual ledger card shall not exceed 20% of the total savings of the society or as determined by the Committee of Management from time to time. a) Members of the society shall save regularly b) The General Meeting may have the power to decide on the least (smallest) amount to be saved regularly. c) Members who cannot fulfill their obligation to save regularly must consult the Committee of the Management 9. Withdrawal of Savings a) Savings may be withdrawn at the time when the office of the society is open for business. b) Amount exceeding the usual cash on hand of the society can only be withdrawn after three day notice has been given. 10. Restriction of withdrawal Savings cannot be withdrawn if they are frozen to guarantee loan. Neither can savings be withdrawn if, nor in so far as, is the member indebted to the society for any other reason. 11. Dividend on Shares Members may receive dividend on their shares at the end of the financial year, if so decided by the Annual General Meeting in accordance with Paragraph 43(C) of these bye-laws. Only members who have acquired the minimum shares or above shall qualify to participate in the distribution of the dividend declared. 12. Interest on Savings Interest shall be competitive and the rate shall be determined by the Board of Directors. It shall be credited to member s accounts semi-annually. 13. Liability of Members The liability of member for debts of the society shall be limited to the member s shareholding with the society as determined in Paragraph 7. Page 7 of 21

8 14. Financial Year The financial year of the society shall end on 30 th of June each year or such periods as may be determined by the National Association CUA. 16. Accounts and Books The accounts of the society shall be kept in such books and in such form as may be approved from time to time by the registrar and the Ghana Co-operative Credit Union Association (CUA) Ltd. 17. Register of Members A register shall be maintained at the registered office of the society, which shall contain: a) The name and address of each member. b) The date on which each member was admitted to membership. c) The date on which a person ceased to be a member. d) Age and sex of the member. e) Occupation of members. 18. Seal of the Society The society shall have a seal on which its name and registered number shall be engraved in legible characters with or without any other device, the whole of which shall have been approved by the Registrar. The seal shall be in the custody of the Manager and shall be used only by him/her, in the presence of the President or the Treasurer and at least one elected committee member when directed by a resolution of the committee duly recorded in the minute s book. 19. loans to members a) The society shall grant loans to its members. b) At any given time the total of all loans to members shall not exceed 60% of the total assets of the society or as determined by the committee of management or CUA from time to time. c) The society shall also grant micro-credit to productively poor women and farmers to enable them work to mobilize enough savings to acquire full membership in the society in order to benefit from its loans. 20. Purpose of Loans Loan shall be granted for any worthwhile purpose, productive or prudential. 21. Application for Loans Application for loans must be in writing and on prescribed forms. 22. Loans to New Members For the first (six (6) months of membership, members shall receive loans only to extent of their savings. 23. Loan Maturity A loan shall not be made by the credit union to a member for a period exceeding two (2) years commencing on the date on which the loan is paid to the member Page 8 of 21

9 24. Maximum of Loans to Individual a) The Management Committee shall determine the maximum loan to be granted to a member from time to time, however, no individual shall be allowed to borrow more than 20% of the total assets of the society. b) Loans to members who cease to belong to the common bond shall be made to the extent of their savings except acceptable collateral can be provided. 25. Security for Loans a) Loans shall be secured by the borrower s own savings and if necessary, the saving of one or more members b) The Guarantor shall indicate the amount of their savings to be pledged as security for loan. c) Savings of a borrower or a guarantor pledged as security for loan may be pledged as security for another loan only after such savings have been released as security for the first loan. d) Other security may be determined from time to time by the Board of Directors. 26. Security for Loan (Wage Assignment) A wage assignment may be used as a guarantee to a loan. A wage assignment is a written agreement between the borrower, the employer and the credit union whereby the employer agrees to reimburse the credit union for any amount of the employee s salary pledged against any unpaid or overdue loans balance. 27. Release of security a) When a loan is being repaid, the security pledged by the guarantor(s) is released before the security of the borrower himself/herself. b) In case of more than one guarantor for a loan, repayment of the loan releases the security of the guarantors proportionately to the amount so guaranteed. c) In case a wage assignment is used as a security, the guarantor(s), savings, if any, are released first, the wage assignment is released next, and finally the borrower s own savings. 28. Interest on Loans Members shall be charged an interest on loans at market rates or as determined by the Board of Directors of the credit union. However, the minimum interest rate to be charged shall be determined from time to time by the Credit union association (CUA) of Ghana. 29. Collection of loans a) In case loan is not repaid according to the terms of the loan, the collection expenses shall be paid by the borrower b) In case a loan is not repaid according to the terms of the loan bond, the borrower may be liable to pay fines not exceeding 10% per annum on the unpaid balance Page 9 of 21

10 30. Interest rebate Members may receive a rebate on interest paid on their loans at the end of the financial year, if so decided by the annual general meeting in accordance with paragraph 45 (iii) of this bylaw or constitution. 31. Power to Borrow The society shall have the power to borrow money up to 40% of its assets not already pledged outside the society. 32. Investment & Depositories a) All monies not needed for the day-to-day business of the society shall be invested in any safe manner as provided for the Paragraph 27 of this decree. b) All funds of the credit union, except for petty cash, shall be deposited in such qualified depository as the management committee may from time to time designate and shall be deposited not later than the second banking day after their receipt. c) A petty cash fund approved by the board of directors shall be maintained by the Manager for daily operations. Microfinance Fund: a) The society shall maintain a Special Fund purposely for investing in Microfinance for productively poor women and farmers. Beneficiaries of the microfinance shall make compulsory savings weekly. The total amount so saved shall be used by each beneficiary to subscribe full membership of the credit union. 33. Reserved Fund a) The society shall maintain a Reserve Fund which shall serve to protect the society in case of loss. b) In case of loss the General Meeting shall decide on the disposition of the Reserve Fund. c) The Reserve Fund shall be credited with at least 25% of the net surplus at the end of each financial year. This fund shall not exceed the equivalent of 10% of the outstanding loans, subject to the approval of the Registrar. d) Other reserves shall be set up from time to time. Reserves of the credit union shall be maintained at 10% of total assets. e) It is mandatory that the annual statutory reserve allocation of 20% of the net surplus be deposited with the CUA Central Finance facility 34. Signatories All cheque, notes drafts and other obligation of the society shall require two signatures and a counter signature, the signatories to be appointed by the Committee of Management. The Registrar, if he/she considers it necessary, or an officer appointed by him/her shall in the exercise of his/her function of control, countersign before payment of all cheque issued by the society. Page 10 of 21

11 35. Publication of Names Name of any person(s) empowered to receive or pay out cash on behalf of the society shall be posted, preferably by a written notice at a conspicuous place in the office of the society. PART THREE MEMBERSHIP 36. Qualification for Membership a) Membership is opened only to persons within the NALERIGU AND ITS ENVIRONS or Citizens of catchment leaving outside Nalerigu. b) Membership is limited to persons of good character. 37. Application for Membership a) Application of membership shall be in writing on a prescribed form. b) The application shall state the name(s) of the person(s) to whom the shares/savings of the member shall be paid in the event of the member s death. 38. Admission to Membership a) An applicant shall be admitted or re-admitted to membership by a two-thirds (2/3) majority vote of the Committee of Management. b) Membership shall only be effective when; I. The membership application has been approved by the committee of management. II. The entrance fee has been paid. III. The minimum share as determined by Paragraph 7 is paid. 39. Withdrawal from Membership a) A member may withdraw from membership only by giving at least three months notice in writing. b) Such withdrawal cannot become effective until all debts of the member have been settled and he/she has ceased to be a guarantor for any loan. 40. Expulsion from Membership a) A member may be expelled from the society by 2/3 majority vote of the General Meeting. b) Reasons for expulsion shall be: I. Misuse of loans. II. Behavior detrimental to the interest of the society. 41. Death of member Upon the death of a member, his savings/shares shall be paid/transferred to person(s) whom he has nominated on application form, as in Paragraph 35 (b). 42. Payment after termination of Membership If a person has ceased to be a member because of death, withdrawal or expulsion, his savings/shares shall be paid/transferred to; him/her, his/her nominee(s), or heirs only after all his/her debts have been deducted and all his guarantees for loans have ceased. Page 11 of 21

12 PART FOUR GENERAL MEETING 43. Supreme Authority The supreme authority of the society shall be vested in the members who exercise their power through voting at Annual and Special General Meetings. 44. Annual general meeting a) The annual General Meeting shall be held every year within 4 months after the close of the financial year. b) The members shall be informed of the Annual General Meeting at least two weeks in advance. 45. Business at Annual General Meeting The Annual General Meeting shall I. Confirm the minutes of the previous Annual General Meeting and any intervening Special General Meeting. II. Receive the report of the past year s work, the statement of accounts for the same period and auditor s report. III. Decide on the manner of disposal of the net surplus gained in the last financial year, provided that the proper amount has been credited to the statutory reserve and other reserves. IV. Consider appeals against expulsion of members. V. Elect members of the committee of management and loans committee of management and loans committee and the supervisory committee. VI. Fix allowances or honoraria, if any for voluntary work done for the society by officers or honoraria, if any for voluntary work done for the society by officers or members. VII. Amend the by-laws in accordance with Paragraph 68 of these bye-laws. VIII. Conduct any other business. 46. Special General Meeting a) A Special General Meeting shall be held when requested by: I. A 2/3 majority vote of the Committee of Management; or II. A unanimous vote of the Supervisory Committee; or III. A written requests from at least 20 or ¼ of the members whichever is lesser. b) A Special General Meeting shall be announced to members at least two weeks in advance. 47. Business at Special General Meeting The business of a Special General Meeting shall be made known to members in; a) The business of a Special General Meeting shall be made known to members in the announcement of the meeting. b) A Special General Meeting shall consider on the announced business Page 12 of 21

13 48. Voting at General Meetings a. Each member shall have one vote b. Voting may be ballot c.. A member must be present to vote d. The minimum voting age shall be 18 year e. A person who has been convicted on fraud or dishonesty shall not be eligible for election to any of the committees of the union 49. Quorum at General Meetings a. The quorum at Annual and Special General Meetings shall be forty (40) or one-half of the members whichever is lesser. b. In case a quorum has not been reached, the meeting shall stand adjourned for one week and until such times as the adjourned meeting is held the affairs of the justice, equity and common sense. PART FIVE COMMITTEE OF MANAGEMENT (BOARD OF DIRECTORS) 50. Committee Members a. The committee of Management shall consist of a minimum of five and a maximum of nine members. b. It shall include the Chairman (President), Vice Chairman or Vice President, Secretary, Treasurer, Assistant Treasurer, other officers as may be required and other members; provided that no such persons shall be an employee of the society or a member of the loans or supervisory committee. 51. Election of Committee Members a. The committee of Management shall be elected by the annual General Meeting. b. Vacancies occurring during the year shall be filled by the committee of Management. c. Elected members shall serve a four-year term of office and shall be eligible for re-elected, provided the member shall not have served for a maximum of two consecutive terms of four (4) years each. d. After serving for a total of eight (8) years made up of two terms of four years each, a committee member shall not be eligible for election until after a break of term. e. Election shall be organized in such a way that a percentage of members face elections annually. 52. Loss of Office If a member of the committee of management fails to attend three consecutive committee meetings, his office maybe declared vacant by the committee. Page 13 of 21

14 53. Meeting and Quorum of Committee a. Meetings of the Committee of Management shall be held regularly, at least once each month and other times when necessary. b. The Committee of Management shall invite the members of the Loan Committee and the supervisory Committee to its meetings. c. The quorum at meetings of the Committee of Management shall be a majority of the members of this committee or at least five (5). d. Each committee members shall have one vote. The chairman shall have a casting vote in the event of equal or tier. 54. Duties of Committee of Management a. The committee of management is the executive organ of the society. Subject to the authority of the General Meeting and this bye-law, the committee of management shall perform or authorize all actions necessary to achieve the aims of the society. b. It shall in particular: 1. Determine the purpose and objectives of the credit union. 2. Draft and propose bye-laws. 3. Develop and ensure the implementation of operational policies of the credit union (lending, savings, investment, financial, personnel etc). 4. Develop short, medium and long term business plans for the growth of the credit union. 5. Represent the society in its dealings and transactions. 6. Engage the services of a manager for the day-to-day activities of the credit union and fix his/her remuneration and conditions of employment. 7. Decide on the bond which may be required of employees or officers handling the funds and property of the society. 8. Open bank accounts in accordance with the provision of the decree and decide on the investment of funds. 9. Appoint at least 3 signatories for cheques, notes, drafts and other obligations of the society. 10. Constantly evaluate the performance of the credit union. 11. Authorize borrowing by the society in accordance with Paragraph Ensure that true and accurate records and accounts of all transactions of the society are maintained. 13. Take action against delinquent borrowers. 14. Recommend to the Annual General Meeting the dividend rate on shares. 15. Determine interest rates to be charged and paid on loans and savings respectively as it deem necessary. 16. Prepare and present budgets at the Annual General Meeting for their approval. 17. Be empowered to suspend from membership, for valid reasons, and until general membership decision is reached on any member of the society. c. The committee of management shall have the power to delegate to an officer or employee of the society such of its own power as it may deem necessary. Page 14 of 21

15 PART VI LOANS COMMITTEE: 55. Members of Loan Committee a. The loan committee shall consist of at least three members, elected by the Annual General Meeting. b. The Members of the Loan Committee shall not be members, of the committee of Management. c. Members shall serve a four-year term of office but can be re-elected for a maximum of two consecutive terms after which such member shall have a break of one term and shall afterwards be eligible for election. 56. Meetings and Quorum of Loan Committee a. The Loan Committee shall meet frequently to conduct its business. b. The quorum at meeting of the Loan Committee shall be majority of the members of this committee. 57. Duties of Loan Committee a. The Loan Committee shall grant loans in accordance with these bye-laws and the rules and policies lay down by the Committee of Management. b. It shall decide on loans only at proper meetings and if the required quorum is present. c. It shall in particular: 1. Consider all loan applications. The Treasurer/Manager may be authorized to approve loans completely secured by the borrower s own saving which are not already pledge as security for another loan, if the Loan Committee so wishes. 2. Ensure that loans are properly secured 3. Determine reasonable conditions of repayment 4. Follow-up delinquent loans 5. Make recommendation to the Committee of Management for action to be taken against delinquent borrowers. 58. Loans to Members of Other Committee and Staff. a. Loans to members of the Loan and supervisory Committee shall be granted only with the prior approval of the Committee of Management. b. Such approval shall appear in the minutes of the meeting of the Committee of Management and of the loans bond. c. Loans to members of staff shall be in accordance with the staff condition of service of the credit union. Page 15 of 21

16 PART VI SUPERVISORY COMMITTEE 59. Members of supervisory Committee a. The Supervisory Committee shall consist of three members elected by the Annual General Meeting. b. The members of the Supervisory Committee shall not be members of the Committee of Management or the Loan Committee, Signatories or persons handling cash or accounts on behalf of the society. c. Members shall have a four-year term of office but can be re-elected for a maximum of two consecutive terms (8 years). 60. Duties of Supervisory Committee Supervisory Committee shall have the following duties. a. To check whether the Committee of Management has fulfilled it functions properly. b. To check whether the loan Committee has followed the prescribed procedure in granting loans particularly with regard to security. c. To see that the Treasurer/Manager or another authorized person prepares a monthly financial statement. d. Ensure that the Treasurer/Manager or another authorized person prepares a balance sheet and an income and expenditure accounts at the end of each financial year and send them to the Register and the National Credit Union Association (CUA) Headquarters. e. See that a complete audit of the books of account is made at least once a year. f. Check each member s passbook against his/her personal ledger card at least once a year. g. Check the cash on hand, bank accounts and investment securities at least once every three months. h. Make a report to the Annual General Meetings. i. Meet monthly to check and sign the financial report. 61. Other Committee The Committee of Management shall establish an Education Committee and such other committee as it may deem necessary. PART VIII OFFICERS OF THE SOCIETIES 62. Officers The officers of the society shall be a Chairperson, a Vice-Chairperson, a Secretary, a Treasurer, an Assistant Treasurer and such other officers as the society may require. 61. Election of officers a) The officers shall be elected by the Committee of Management from among its own members. b) Officers need not be present to be elected. 62. Term of Officers Officers shall hold office for one year and can be re-elected. 63. Chairperson The Chairman shall preside at all General Meetings and meetings of the Committee of Management. 64. Vice-Chairperson Page 16 of 21

17 The Vice-Chairman shall perform the duties of the Chairman in the absence of that officer. 65. Secretary a. The Secretary shall keep the minutes of all General Meetings and all meetings of the Committee of Management and shall perform such other duties as are regularly performed by a secretary. b. The Secretary may delegate part of his/her duties to a qualified person with permission of the committee of Management. 66. Treasurer a. The Treasurer shall ensure that full and complete record of all financial affairs and monies of the society are kept. b. He/she shall ensure that a monthly financial statement is prepared and posted in a conspicuous place at the office of the society. He/she shall ensure that a balance sheet and income and expenditure accounts are prepared at the end of each financial year c. He/she shall also perform other duties as are regularly perform by a Treasurer. d. The Treasurer may delegate part of his/her duties to the Assistant Treasurer or to another qualified person with the approval of the Committee Management. 67. Assistant Treasurer The Assistant Treasurer shall assist the Treasurer in the performance of his/her duties. 68. The Manager The Management Committee shall appoint or hire (in a management contract relationship with a third party) the services of a Manager who will be in-charge of the day-to-day administration of the credit union and shall fix his/her remuneration for his/her services. The service of the Manager may be terminated after giving three months notice to him/her in writing. The Manager may resign his/her post by giving the Management Committee three months notice in writing. The Management Committee may suspend or terminate the service of the Manger for any alleged irregularities or in the performance of his/her duties. In the case of the engagement of the manager or any other staff in a management contract relationship, this shall be a joint responsibility of the Management Committee and the hiring institution. 69. Duties of the Manager a. To act as a secretary at General Meetings, Board Meetings, and Executive Meetings and at any meeting as far as his/her service are required. b. To conduct correspondence on behalf of the credit union. c. To appoint other staff with the approval of the Management Committee and to dismiss an employee and report such action to the Management Committee. d. To supervise and co-ordinate the activities of the staff of the credit union. e. To act on behalf of the Treasurer of credit union and as far as delegated to receive and pay out money and keep cash on hand, deposit and withdraw money from the banks or other financial institutions as well as investing surplus funds. f. To sign cheques, notes and other obligations of the credit union if permitted by the committee of management. Page 17 of 21

18 g. To keep accurate accounts and records and have charge of documents, payment vouchers and receipts of the credit union h. To carry out such duties that may be lawfully assigned to him/her by the Management Committee. I. To advise the Management Committee on financial and other matters. J. Prepare a monthly financial statement; income and expenditure statement PART IX- AUDIT 70. Each year, the accounts of the credit union shall be inspected and audited in accordance with the co-operative decree. PART X VOLUNTARY DISSOLUTION 71. Voluntary Dissolution The credit union may be dissolved by the consent 3 / 4 of its members, testified by their signatures and identified by membership numbers/accounts numbers. 72. Special Resolution By Special Resolution, the credit union may amalgamate with or transfer its engagements to another credit union. 73. Amendments of Bye-Laws a. These bye-laws may be amended by a ¾ majority vote of members present at a General Meeting, provided that one-half or not fewer than 40, whichever is lesser or the members of the society are present. b. No amendment of the bye-laws can be made unless the proposed amendment was specified in the notice calling members to meeting c. An amendment duly passed at a General Meeting can only become effective when it is registered according to paragraph 9 of the Decree PART XI : MISCELLANEOUS: 74. Records The credit union shall maintain permanently the following records: a. Register of members. b. Registered copy of Rules and Amendments thereto. c. Supplementary bye-laws. d. Minutes of General Meetings, Annual and Special and of all other committees. e. Members shares/savings and loan register and general ledger. f. Any other accounting books or records prescribed by the National Association. 75. Affiliation and Partnership The society shall have the power to affiliate or partner with any Regional or National Association or organization established with the object of facilitating the operations of savings and credit societies in accordance with co-operative principles. In any of these relationships the society shall sign an official document specifying the terms and conditions of the relationship established. The Chair of the Committee of Management shall inform the general assembly at the AGM of any relationship entered into by the committee on behalf of the society. Page 18 of 21

19 76. Disputes All disputes within the society which cannot be settled by the Committee of Management or a General Meeting shall be referred to the Registrar in accordance with paragraph 46 of the Decree. 77. Liquidation The society shall be liquidated only by order of the Registrar in accordance with the Decree, paragraph SIGNED ON BEHALF OF MEMBERS OF TATALE COMMUNITY CO-OPERATIVE CREDIT UNION BY SIGNATURE... NAME.. POSITION:. DATED: 20. AT:. REGISTRAR S ACTION: I certify that the foregoing bye-laws Number 1-77 of the TATALE COMMUNITY CO-OPERATIVE CREDIT UNION LIMITED, REGISTERED AS NUMBER:..ON DAY OF 20. HAVE BEEN REGISTERED BY ME. DATE AT ACCRA THIS. DAY OF 20. Sign.. (REGISTRAR OF CO-OPERATIVE SOCIETIES GHANA) Page 19 of 21

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