The Laws of Fiji
Search
Last Updated: 24 June 2022
AN ACT TO PROVIDE FOR THE REGISTRATION AND REGULATION OF CO-OPERATIVES, THE REPEAL OF THE CO-OPERATIVE SOCIETIES ACT 1947 AND RELATED MATTERS
[COOP Sch 1] SCHEDULE 1 (Section 17)MODEL BY-LAW
[Sch am Act 31 of 2016 s 43, effective 1 December 2016]
| NAME: | 1. | The name of the co-operative shall be— | |
| ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... | |||
| ADDRESS: | 2. | The registered office of the co-operative shall be— | |
| ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... | |||
| OBJECTS: | 3. | The objects of the co-operative shall be— | |
| ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... | |||
| AREA OF OPERATIONS: | 4. | The area of operations shall be— ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... ......................... | |
| MEMBERSHIP: | 5. | The members shall consist of— | |
| (a) | persons who join in the application for registration and— | ||
| (b) | persons admitted in accordance with these by-laws. | ||
| 6. | Every member of the co-operative must be— | ||
| (a) | of the age of 18 years and upwards, provided that in the case of a school co-operative the minimum age shall be reduced to 14; | ||
| (b) | is a citizen or resident of Fiji; | ||
| (c) | resident within the area of operations; | ||
| (d) | of good character and sound mind; | ||
| (e) | the holder within ........................................................................... days of his/her election, of at least .................................................. share in the society, and................................................ other additional shares in the next .................................................. years of continuing membership. Until he/she is the holder of .................................................. share he/she shall have no right to vote or to hold any office. | ||
| 7. | Application for membership shall be made through the secretary and shall be disposed of by the Board who may grant or refuse admission. | ||
| 8. | Membership shall be terminated by— | ||
| (a) | death; | ||
| (b) | removal of residence from the area of operations of the co-operative; | ||
| (c) | permanent insanity; | ||
| (d) | expulsion as provided for in by-law 9; | ||
| (e) | withdrawal after application in writing to the secretary giving one year’s notice in case of primary co-operatives. | ||
| In the case of a secondary co-operative or tertiary co-operative or an apex organisation the notice shall not exceed 2 years. | |||
| 9. | A member may be expelled for any action which is held by the Board and confirmed by a General Meeting to be dishonest or contrary to the stated objects of the co-operative or if a member carried out or attempted to carry out an act seriously detrimental to the co–operative or if he or she failed to respect any or all the duties stipulated in section 39 of the Co-operatives Act 1996. | ||
| 10. | The procedure for expulsion of a member shall include— | ||
| (a) | a period of notice of at least 2 months; | ||
| (b) | a written notification thereof stating the reasons for the expulsion; and | ||
| (c) | the member shall have the right to defend himself or herself before the Board or the General Meeting prior to the decision. | ||
| 11. | If the expulsion was decided by the Board, the expelled member may appeal to the next General Meeting whose decision shall be final, provided that such appeal shall not suspend the effects of the decision. | ||
| GENERAL MEETINGS: | 12. | The General Meetings shall be convened by the Board and shall be the supreme organ of deliberation and decision making of the co-operative and its decisions shall be binding on all members, even on those absent or dissenting. At least 21 days notice shall be given by public notice at the co-operative’s registered office, by personal invitation or any other methods that guarantee that all members have been duly notified. | |
| 13. | The first general meeting shall be held as soon as possible after registration and its functions are described in section 53(2) of the Co-operatives Act 1996. | ||
| 14. | The Annual General Meeting of a co-operative shall be convened by the Board once in every year within 6 months from the end of the financial year which shall be 30 June in each year. | ||
| 15. | In the absence of an Annual General Meeting convened by the Board, the Supervisory Committee, if any, or the members themselves shall have the power to convene the Annual General Meeting and its functions are described in section 54(3) of the Co-operatives Act 1996. | ||
| 16. | The Ordinary General Meetings of the co-operative may be held on regular basis in addition to the mandatory Annual General Meetings and the functions of such meetings is described in section 55(2) of the Co-operatives Act 1996. | ||
| 17. | A Special General Meeting of the co-operative shall be convened if the Board or the Supervisory Committee deems it necessary and in accordance with section 56(1) (a) and (b) of the Co-operatives Act 1996. The matters to be decided by the Special General Meeting is described in section 56(2) of the Co-operatives Act 1996. | ||
| VOTING RIGHTS AT THE GENERAL MEETINGS: | 18. | Every member of a primary co-operative shall have one vote in the affairs of the co-operative, irrespective of the number of shares a member holds and such vote shall be exercised in person and not by proxy, provided that the delegates at a general meeting of a secondary co-operative, an apex organisation or the National Co-operative Federation may vote by proxy with special approval of the Registrar. Each member shall have as many votes as may be provided for in the by-laws of the co-operative. | |
| BOARD: | 19. | The Board shall consist of at least 3 members elected by the General Meeting from among the members and number of Board members shall be determined by the by-laws and shall be 3 or a multiple of 3. | |
| 20. | The term of office of board members shall be 3 years and at the end of each term, one-third of the board members shall step down from office as prescribed in the by-laws. A board member shall be eligible for re-election for a maximum of 2 terms after which a board member has to vacate office for at least one term. | ||
| 21. | If there is any vacancy on the Board as a result of death, resignation, expulsion or withdrawal or for any other reason, it shall be filled at the next Annual General Meeting. | ||
| 22. | The Board shall meet when convened by its chairperson and, in his or her absence, by the vice-chairperson as often as the interests of the co-operative shall require and at least once every 3 months. It shall be convened on the request of one-third of its members or on request of the Supervisory Committee. | ||
| 23. | The quorum for the Board Meeting shall at least one-half or at least 3 members present whichever is higher. | ||
| 24. | The decisions of the Board shall be taken by a majority of the votes cast and in case of equality of votes, the chairperson shall have a casting vote. | ||
| 25. | In the conduct of the affairs of a co-operative the members of the Board shall exercise the prudence and diligence of ordinary persons of business and shall be jointly and severally liable for any losses sustained through any of their actions which are contrary to this Act, the by-laws or the directives of the General Meeting. | ||
| CHAIRPERSON: | 26. | The chairperson shall preside at all General Meetings and all meetings of the Board and shall perform the other duties conferred upon him or her by the by-laws. | |
| SECRETARY: | 27. | The secretary shall serve the co-operative on a regular basis and shall carry out the duties conferred upon him or her by the by-laws which shall include the duty to: | |
| (1) | maintain, or cause to be maintained, correctly and up-to-date the co-operative’s registers, books and papers other than the financial accounts of the co-operative; | ||
| (2) | summon and attend the General Meetings and meetings of the Board and to record the proceedings in the minute book; and | ||
| (3) | conduct and sign its correspondence on behalf of the Board. | ||
| TREASURER: | 28. | The treasurer shall serve the co-operative on a regular basis and shall carry out the duties conferred upon him or her in the by-laws which shall include the duty to— | |
| (1) | maintain, or cause to be maintained, correctly and up-to-date the co-operative’s accounts and accounting records; | ||
| (2) | take charge of all financial transactions of the co-operative and to secure the safe-keeping of the co-operative’s funds; and | ||
| (3) | prepare, or cause to be prepared, all necessary receipts, vouchers and accounts required by this Act, the Regulations and the by-laws. | ||
| AUDIT: | 29. | The co-operative shall cause its accounts to be audited at least once every year by a certified auditor or any certified audit institution or by any person authorised by the Registrar. | |
| 30. | The co-operative shall, as soon as practicable, but not later than 6 months after the end of the financial year, submit to the Registrar an annual report on its activities during the year, together with 2 certified copies of the audited financial statements of the co-operative and the auditor’s report for that year after they have been approved by the Annual General Meeting. | ||
| FINANCE: | 31. | The capital of the co-operative shall be raised by any or all of the following— | |
| (a) | entrance fees which shall not be refundable except in cases where an application for membership has been rejected; | ||
| (b) | shares subscribed and paid-up by each member of which a minimum number prescribed by the by-laws shall only be withdrawable after termination of membership, while shares subscribed in excess of this minimum contribution maybe withdrawable and transferable, or either withdrawable or transferable, subject to the provisions of this Act and to any restrictions laid down in the by-laws; | ||
| (c) | reserves formed by allocation of surplus at the end of the financial year which shall be indivisible share capital of the co-operative; | ||
| (d) | grants, donations and other contributions in cash or kind from public or private donor organisations, provided that the Registrar shall be informed by donors of the amount of the grant, donation or other contributions including the names of beneficiaries within 2 months providing grant, donations or contribution; | ||
| (e) | capital borrowed from members in the form of voluntary savings deposits, from other co-operatives or banks and public or private credit institutions, or from any other technical or financial assistance organisation subject to any conditions and restrictions as are provided for in this Act and the by-laws; and | ||
| (f) | other contributions by members to the equity capital as stipulated in the by-laws. | ||
| 32. | The authorised capital of the co-operative shall be $ ......................... divided into ......................... shares of $ ......................... each. | ||
| 33. | The liability of a member for the debts of the co-operative shall not exceed the nominal value of the shares held by the member. | ||
| 34. | All shares shall be fully paid up prior to allotment, provided that at least 10% of the minimum share contribution shall be payable on admission to the co-operative. | ||
| 35. | The co-operative shall invest or deposit its funds subject to the limitations laid down in the by-laws and to the provisions of this Act, provided that no investments above $ ......................... ......................... ......................... ......................... shall be made without the prior approval of the Supervisory Committee or the General Meeting. | ||
| 36. | The funds of the co-operative shall be applied only to the furtherance of its stated objects in accordance with these by-laws. | ||
| 37. | The financial year of the co-operative shall end on 30 June in each year. | ||
| 38. | The co-operative shall receive deposits and loans from members and non-members only to such extent and under such conditions as prescribed in these by-laws. | ||
| 39. | The co-operative shall from time to time fix at a General Meeting the maximum liability it may incur in loans or deposits whether from members or non-members. The figure so fixed shall be subject to the approval of the Registrar in consultation with the National Co-operative Federation. The co-operative shall not receive loans or deposits which will make its liability exceed the limit sanctioned. | ||
| 40. | When the funds of the co-operative are kept in a Bank, Cheques shall be signed by any 2 conjointly with the chairperson, or secretary or treasurer. Crossed order cheque received by the co-operative shall be endorsed by anyone of the chairperson, secretary or treasurer. | ||
| DISTRIBUTION OF SURPLUS: | 41. | After the statutory contribution to the reserve fund has been made in accordance with section 100 of the Co-operatives Act 1996 the remainder of the surplus resulting from the operations of a co-operative during the financial year together with any surplus carried forward from preceding years shall be utilised for any or all of the following purposes: | |
| (a) | bonus paid to members according to their volume of transactions with the co-operative; | ||
| (b) | interest paid on share capital which shall not exceed 20%; | ||
| (c) | incentive bonus paid to employees and workers of the co-operative; | ||
| (d) | at least 10% of its net surplus to an education fund of the co-operative; | ||
| (e) | may distribute a part of its net surplus among the members in the form of bonus shares; and | ||
| (f) | allocations to any special funds as provided for by the by-laws. | ||
| RESERVE FUND: | 42. | The co-operative shall maintain a reserve fund which shall be used in such manner as prescribed in the by-laws and section 100 of the Co-operatives Act 1996. | |
| 43. | The Reserve Fund shall be indivisible and no member shall be entitled to claim any specified share in it. | ||
| GENERAL: | 44. | In the event of the liquidation of the co-operative, any moneys remaining after the application of the funds to purposes specified in section 113 of the Act and any sums unclaimed after 2 years under section 114(3) shall be paid by the Registrar to the National Co-operative Federation for the furtherance of any objectives related to Co-operative development. | |