35. The supreme authority of the society shall be vested in the General Meeting of members. Such meetings shall be held as follows:-
a. The Annual General Meeting (AGM) shall be held anytime and not later than the first four months of every year within two weeks of receiving final accounts from the auditors duly registered by the Commissioner of Co-operative Societies; to hold elections and to undertake such business as laid down in the Act and these by-laws.
b. Any business not completed at the Annual General Meeting, such as elections, budget e.t.c. may be taken up at a subsequent Special General Meeting.
c. A Special General Meeting shall be held:-
i. When convened by the Management Committee, the Commissioner or his representatives.
ii. Within 15 days of receipt of a written demand from at least 50%. of all registered members.
iii. At least 15 days before a general meeting, the. Honorary Secretary shall take all possible and usual steps such as announcement at public meetings, posting of a notice on the society’s Notice Board or an advertisement in the local newspaper to inform all members of the date and main business of the meeting. All written notices of the meeting shall include a statement of business/agenda to be dealt with.
36. Except when convened by the Commissioner, at least 15 clear days notice shall be given in the case of an Annual General Meeting or a General Meeting. The presence of at least 50 members or one quarter of the active members whichever is less shall constitute a quorum for the conduct of business at any General Meeting be it an annual General Meeting.
37. When a quorum is not present within an hour from the time set for the commencement of the meeting, the chairman shall adjourn the meeting and shall fix a date within one month of the adjourned meeting, which shall be duly advertised. If at such a meeting, a quorum is again not present, the Chairman shall declare the meeting open and proceed with the business of the meeting with those present, one-half hour after the advertised time of the meeting.
38. General Meeting shall be conducted and shall have the powers and duties as prescribed in the Co-operative Societies Rules and these by-laws and in particular the ordinary business of the Annual General Meeting shall be:-
a. Consider and confirm the minutes of the previous General Meeting and/or any other intervening general meeting.
b. Consider the auditors report on accounts and balance sheet, the inspection reports of the Commissioner and the reports of the committee on the business of the society during the previous financial year.
c. Appoint the auditors for the ensuing financial year of the society.
d. Subject to these By-laws, decide on the disposal of the net surplus resulting from the operations of the society during the past financial year.
e. Confirm or otherwise, action taken by the Management Committee.
f. Consider appeals against the expulsion of members and refusals of membership by the Management Committee.
g. Elect officers for the ensuing year and suspend or remove members of the Management Committee.
h. Fix the maximum borrowing powers/liability, which the society may incur in loans and deposits, whether from members or non-members (financial institutions)
i. Approve the income and expenditure estimates/budget for the ensuing financial year following the Annual General Meeting.
j. Fix and approve the Honorarium, if any for current and the retiring officers or bonus for employees of the society.
k. Consider the rate of commission or interest to be charged by the Society on its activities or loans to members
l. Amend the by-laws or enact new by-laws as prescribed by Rule 8. and create or amend better investment rules
m. Transact any other general business of the society of which notice has been given to members in the manner prescribed in these By-laws.
39. All business discussed or decided at a General Meeting shall be recorded in a Minute Book which within a week of the meeting, shall be signed by the chairman of the meeting and at least one other committee member who was present at the meeting to verify that in their opinion the minutes are a true and complete record of matters which were discussed or decided at the meeting. At the next meeting, after approving any alternations or variations to the original record, the meeting shall by resolution authorize its Chairman to sign and date the final record.
40. Every member of the society present at a General Meeting shall have only one vote on any resolution put to vote. Such resolution shall be decided by a simple majority vote.
41. The Chairman of a General Meeting shall declare whether a resolution put to vote has been carried or lost and shall cause an entry to that effect to be made in the Minute Book of the society and such entry when signed by him, shall be conclusive evidence of the resolution of the vote.
42. In the event of votes on any resolution being equal, it shall be deferred to the next General Meeting at which it will be put to vote again to the members present at such meeting.
43. The Chairman of a meeting shall be eligible to vote in any resolution passed.
44. The Management Committee shall consist of not less than five and not more than nine members. The Committee shall include the Chairman, Vice Chairman, Treasurer and Honorary Secretary, all of whom shall be elected by the committee from amongst the members of the committee.
45. Members of the Management Committee shall originally be elected for a period of three years; No person shall be eligible for re-election into the management after serving for 2 terms of 3 years each. in case of replacements before end of term, the incoming member(s) shall serve on the committee for the remaining term of whoever he/she has replaced.
a. Notwithstanding the provisions of by-law No. 45 above, a duly convened General Meeting may, by a two thirds majority of the members .present, if constituting a quorum, vote out the entire Committee which shall thereupon vacate office.
b. If a general meeting removes a member of a Committee, it shall forthwith_ elect a new member who shall hold office for the remainder of the term of the member so removed and where the entire committee is removed from office, the general meeting may decide to elect or fix a day for an interim committee of not more than five members to hold office for a period not exceeding ninety days.
47. If a member of the Management Committee fails to attend three consecutive meetings without any apology or otherwise fails to perform his duties, his 17 position may be declared vacant and the vacancy filled as provided for in By-law 48.
48. If during its term of office, a vacancy occurs in the Management Committee it may, and if the number of the members of the committee is thereby reduced below five, co-opt any member to fill such a vacancy. Such co-opted member(s) shall serve in the Management Committee until the next General Meeting at which they shall be confirmed as duly elected, or decide otherwise.
49. If a member of the committee is removed by a resolution of the General Meeting, that meeting shall forthwith elect another qualified member of society to fill the vacancy and such a member shall hold office until the next Annual General Meeting at which he will be confirmed as elected or be eligible for re- election.
50. Meetings of the Management Committee shall be held regularly, at least once every month and at any other times when necessary. Presence of a simple majority of Management Committee shall form a quorum for disposal of business.
51. The Chairman shall preside at all meetings of the committee. If the Chairman is absent or in case he declines to preside, the Vice Chairman will preside. If neither the Chairman nor the Vice Chairman is present to preside, the members of the Management Committee shall elect one of them to preside at that meeting.
52. The Management Committee may delegate to an officer or employee of the society such of its powers, as it deems necessary.
53. No expenditure shall be authorized by the Management Committee unless it is provided for in the estimates formally approved by the Annual General Meeting. Authority to incur excess or unprovided expenses shall be sought for from the General Meeting.
54. The Management Committee may appoint other sub-committees such as Education Committee, Credit Committee, Investment Committee etc. and delegate to them such of its powers and duties under these by-laws as it deems fit. Membership in such sub-committees shall be drawn from the Management Committee and no member of the Executive shall be elected into the credit Sub-Committee.
55. In the conduct of the affairs of the society, the members of the committee shall exercise the prudence and diligence of ordinary men/women of business and shall be held individually and severally responsible for any losses sustained through any of their acts or failure to act in the manner contrary to the Act, Rules, these By-Laws or the directions of any General Meeting.
56. In pursuance of By-Law 55 and in accordance with Rule 35 subject to Section 27 sub-section (6) of the Co-op Societies Act. No. 12 of 1997, every committee member shall provide an indemnity of Shs.100,000/- as determined by the annual general meeting. The general meeting may review the amount from time to time.
57. All business discussed or decided at the Management Committee meetings shall be recorded in a Minute Book which, in the next meeting shall be signed by the chairman of the meeting, and at least one other committee member present at the meeting to verify that the matters discussed are a true and complete record of the proceedings thereof.
58. At the next meeting, after approving any alternations or variations which shall be written immediately below the above signatures and not as alterations to the original records, the meeting shall authorize the Chairman to sign and date the final record.
59 A member of the Managing Committee, or any other sub-committees, shall cease to hold office if he ceases to be a member of the society.
60. No person shall be eligible for membership in the Management Committee or remain a member of such committee if:-
a. If he/she is less than 18 years old.
b. He 1 she is an employee of the Society receiving any remuneration, salary or other payments.
c. He/She is an undischarged bankrupt or is of unsound mind.
d. He lends money on his own account contrary to the loan policy.
e. He has any uncleared debt owing to the society at the end of the society's financial year other than in respect of a loan granted under the provisions of these By-laws and the loan policy.
f. Has less than minimum share contribution of Shs.50,000/- (subject to review at Annual General Meeting).
g. He/She has been adversely named by the Commissioner or his. representative in an inquiry report endorsed by any General Meeting for mismanagement or corrupt practices whilst still a member of the Management Committee of a Co-operative Society or Union within the last ten years.
h. He/She has been convicted of any offence involving dishonesty or is imprisoned for a period of three months or more.
i. He/She has been convicted of any offence under the Act or the Rules" made thereunder.
j. Is not an active member of the Society or whose monthly Savings and loans have not been received by the Society for a period of two months.
k. Is not able to read, write and understand English language
l. He/She is unreasonably overloaned in contravention to the loan policy.
m. Must have at least Form Four standard of education and above.
61. The Management Committee shall be the governing authority and subject to any directions from a General Meeting or a Commissioner or his representative in accordance with the Act, the Rules or the By-Iaws, it shall direct the affairs of the Society. Its procedures, power and duties shall be as prescribed in the Rules, and in particular, it shall:-
a. Observe in all activities the Act, the Rules, these By-Iaws and undertake prudent business practices in the management of the Sacco.
b. Generally manage the affairs of the society and authorize borrowing and lending operations of the society in accordance with the Act and the Rules.
c. Act upon all applications for membership.
d. Ensure that true and accurate records and accounts are kept of the Society’s money, and its properties, capital, reserves, liabilities and income and expenses.
e. Lay before the Annual General Meeting a balance sheet and final accounts together with the proposals for the disposal of the net surplus, if any.
f. Recommend to the Annual General Meeting the rate of Dividend, interest on deposit or Honorarium to be paid. to the members, the committee and staff.
g. Fill the vacancies occurring in the Management Committee and other sub- committees between annual General Meetings.
h. Designate a depository for the funds of the society.
i. Impose fines under these by-Iaws.
j. Issue new shares and approve transfer of shares between members.
k. Determine the interest rates, which shall be paid on deposits and borrowed money.
l. Appoint, suspend, punish or dismiss any paid employee of the society and supervise their work subject to their requirements and provisions of the Act.
m. Regulate matters regarding investing in shares and real estate.
n. Apply on instructions of the General Meeting for affiliation to a co-operative union and take the necessary action to become affiliated.
o. Consider application for loans, suggestions for investment and act in accordance with these By-laws.
p. Perform such duties as the General Meeting may from time to time direct which are consistent with the Act, Rules and these By-laws.
q. Represent the Society in all legal proceedings for or against it.
62. The Management Committee may appoint an employee (s) or agent (5) to carry out any of its function under these By-laws on such terms and conditions as it may from time to time determine.
63. The Chairman, Vice-Chairman, Treasurer and Honorary Secretary shall be termed “Executive Officers". The Executive Officers shall be elected either on the same day of the Annual General Meeting 1 Special General Meeting or at a meeting of the management Committee held within seven (7) days after the Annual General Meeting.
a. The Chairman shall preside at all the general and Management Committee meetings. He shall perform such other duties as he may be directed to by the Management Committee, not inconsistent with the provision of the Act, Rules and these By-Iaws.
b. No person shall serve in the committee for more than two consecutive terms of three years each and no person who has held the office for such period shall be eligible for re-election as a committee member.
c. The Vice-Chairman shall perform the duties of the Chairman during his. absence, and shall perform such other duties as he may be directed to perform by the Management Committee. He/She will be in charge of education, training, tours and visits.
d. In the absence or refusal by the Chairman or Vice Chairman to chair any general meeting, any of the members elected by majority of those present shall preside.
65. The duties of the Treasurer shall include:
a. Generally to manage or cause to be managed, the financial affairs of the society in a competent manner.
b. To maintain full and complete records of all monies received and disbursed by the society and of all assets and liabilities of the society.
c. To ensure the safe keeping of the society’s money and security of all accountable documents and books of accounts.
d. To ensure that all payments and expenditures are fully authorized and enforce all rules regarding good financial management and practices as, ordered by the committee or general members.
e. To ensure compliance with all directives of the Management Committee and the Commissioner.
f. To oversee all staff matters on behalf of the Management Committee.
g. Within 15 days after the close of each month, the treasurer shall prepare and submit to the Managing Committee a financial statement showing the condition of the Society's finances at the end each such month.
66. The duties of the Honorary Secretary shall include:-
a. To record Minutes of the Management Committee and the General Meetings.
b. To ensure that the society’s correspondence is promptly and correctly attended to.
c. To prepare and send notices of meetings.
d. Generally to manage and cause to be managed the affairs of the society as may be necessary.
e. To act as the legal representative of the Society in liaison with the other executive officers.
67. The credit committee shall consist of not more than three members who shall“ be members of the Management Committee but none of whom shall be an Executive Officer. The Credit Committee shall be elected from amongst the Management Committee within seven days of the Annual General Meeting for a term of three years as provided for in these By-laws.
68. The Credit Committee shall hold such meetings as the business of society may reasonably require, but not less frequently than once a month. The minutes of the Credit Committee meetings shall be presented to the full management committee for adoption.
a. The Credit Committee shall enquire carefully and diligently into the character and financial conditions of each applicant for a loan, and his / her guarantors, if any, to ascertain his ability to repay fully and promptly the obligations incurred by him 1 her; and determine whether the loan is for a worthy purpose and will be of probable benefit to the borrower.
b. The credit Committee shall prepare minutes of its meetings indicating clearly their recommendations, resolutions or any action taken by them.
c. The Credit Committee shall make such reports to the Management Committee as they may require, and prepare a report to be incorporated in the Chairman’s report for presentation to the Annual General Meeting.
d. It shall keep a permanent record of Ioanees in form of a Loans Register, numbering application forms annually, indicating the Loan amount, repayment period, rate of interest etc and the Guarantors record in form of Guarantor’s Registers.
e. The credit Committee shall make monthly reports to the Management Committee detailing the following:-
i. Total amounts of loans per type given in the previous month.
ii. The amount and period of loans pending (backlog).
iii. Delinquent loans and the names of guarantors or security to redeem'the same
iv. Cases of rejected loan applications giving reasons thereof.
70. The Education Committee shall consist of not more than three members of the Management Committee. The Education Committee shall be elected from amongst members of the Management Committee within seven days after the Annual General Meeting.
a. The Vice Chairman of the Management Committee shall be the Chairman of the Education Committee.
b. The Education Committee shall hold a members’ education forum at least once every year
a. The Education Committee shall be charged with the responsibility of formulating education policies and co-ordinating all education programmes for society members and staff on behalf of the Management Committee.
b. Source for, gather and disseminate relevant information to the Management Committee and general members.
c. The Education Committee must keep Permanent records and Minutes of its meetings.
d. Organize for educational tours and visits for the Society.
e. Policy research and implementation.
f. Source for, and interpret all circulars and subsidiary Iegislations which may be issued from time to time by the relevant authorities.
g. Edit a periodic bulletin highlighting the performance of the Society subject to availability of funds and directions of the General meeting.
h. The Education Committee shall make such reports and present Minutes of their meetings to the Management Committee for adoption and may make a report for incorporation into the chairman’s report to the members at the annual general meeting.
73. Without intervening in the administrative functions subject to its control and Supervision; the Supervisory Committee is responsible for Sacco compliance and internal control and oversight. It is also responsible for the truth and accuracy of the Society’s financial condition; and for making sure that the Society’s administrative practices and procedures are adequate to safeguard the members’ and institutional rights and interests.
74. The Supervisory Committee shall be elected directly by the members at the Annual General Meeting. The Supervisory Committee shall consist of three members who may not be employed by the Sacco or serve on the Management Committee or any other Committee of the Society. Members of the Supervisory Committee shall choose from among their number a Chairman and Secretary. The Secretary of the Supervisory Committee shall prepare, maintain, and have custody of the records of all actions taken, including evidence of any audits performed by the Committee. Its term of office shall be three years, with one member retiring annually.
75. The following shall be the powers and duties of the Supervisory Committee:-
a. To ensure that the Society complies with the law, by-Iaws, and the Annual General Meeting resolutions, and policies of the Management Committee.
b. To Make, or cause to be made at least once every three months, an investigation into the affairs of the Society, including an audit of its books.
c. To present their annual report to the Management Committee before final presentation to the members at the annual general meeting for adoption and table a quarterly report at a scheduled Management Committee meeting detailing the activities undertaken by the Committee since the last meeting.
d. To monitor the performance of the Management Committee and the Society Manager by performing various internal audits to evaluate internal operations and controls (policies and procedures) at least once every 3 months, and make accenting and procedural recommendations regarding the internal controls. The recommendations will be submitted in writing to the Management Committee on a quarterly basis.
e. At the Annual General Meeting give its opinion on the financial statements presented by the Management Committee
f. To receive and investigate any complaint or appeal by members concerning the operations of the Society.
g. Attest to the Balance Sheet and income statements, which the Treasurer and l or the Manager are required to prepare by the end of the following month.
76. Inspite of its total independence from the Society’s administration, the Supervisory Committee members are jointly liable with the administrators for non-performance of duties, whether resulting from the lack of supervision or negligence in noticing illegal and fraudulent acts.
77. The Management Committee may appoint any qualified person to be Manager of the Society. His powers and duties shall be as assigned to him by the Management Committee and in particular shall be:-
a. To manage the affairs of the Society in a competent manner in consultation with the Treasurer.
b. To cause to be kept proper books of accounts, records and registers.
c. To attend Management Committee meetings and the Annual General Meetings in an advisory capacity but have no voting rights.
d. To prepare and analyze on a quarterly basis the society’s business plan, and economic reports.
e. To represent the society in business transactions and any other transaction authorized by the Management Committee.
f. To provide information required by the Supervisory Committee in time and attend Supervisory Committee meetings.
g. To give proposals to Management Committee on the filling of vacant posts in the Society, and the revision of the salary schedule for all the society's staff.
h. To implement recommendations set forth in the audit reports and those issued by the Supervisory Committee.
i. To produce a monthly Trial balance and ensure on a monthly basis the Accounting records are in balance and the individual account subsidiaries are up to date and the income statement, balance sheet, and delinquency list are complete and correct. Ensure that the account records are maintained in accordance with the generally accepted accounting principles and standards.
j. Ensure that adequate insurance is in place if available for all employees, officials, and the business premises.
k. Direct and supervise the administration and processing of loan applications by Loan Officers, if they are appointed.
l. Establish a pricing strategy for products and services, in which the interest Rates structure will seek a balance between the loans available to the members, and the long term viability of the institution considering:
i. Costs; particularly those related to interest on member’s Savings, dividends, the allowance for loans, and operating expenses;
ii. The need for a strong capital position, which is essential for the Sacco’s long-term viability and future growth.
iii. The competition’s pricing structure given the competitive nature of financial market.
m. Assist the Management Committee with determining acceptable types of Collateral that can be used to secure Sacco’s loans.
n. Ensure there is adequate liquidity to meet loan demands savings withdrawal, and operating expenses.
o. Represent the Management Committee in the preparation of the Collective Bargaining Agreement (CBA) of the unionisable staff but he shall not belong to the Employees Union.
p. Any other duties assigned to him by the Management Committee.
78. The Managing Committee may make such rules, not inconsistent with these by-Iaws, as they deem necessary for the conduct of the society’s business. Any such rules shall be recorded in the minute book and shall be posted on the society's notice board; and shall come into force when and as determined by the committee subject to the approval by general meeting.
a. Nomination of Candidates into the Management and Supervisory Committee shall be conducted on the floor and each candidate shall have a proposer and a seconder.
b. All elections shall be by a show of member’s hands unless a secret ballot is specifically requested by a majority of the members present.
c. No member shall be entitled to vote by proxy.
d. Irrespective of the number of shares held by him/her, no member shall have more than one vote
e. The election results Shall be announced immediately by the Presiding Officer on the floor incase the committee is constituted on the same day of the Annual General Meeting otherwise those elected will have seven days to constitute the committee.
f. Within Seven (7) days after their election, the names, positions and addresses of all persons elected to office shall be forwarded by the. Hon. Secretary to the Commissioner.
a. The Management Committee shall cause to be made and kept up to date and in proper businesslike manner, such accounts books and documents in relations to all its undertakings, funds, activities and properties as required by the Rules, the Act and these by-Iaws.
b. For the foregoing purpose, the accounts of the society shall be examined, audited and reported upon annually by an auditor appointed by the members at the Annual General Meeting.
c. The Management Committee shall produce and lay before the duly appointed auditors all books and accounts of the society, with all vouchers in support thereof, and the auditor shall be entitled to enquire from all members of the committee, all employees and agents of the society, such information as may be required of their duties as auditors.
81. The annual accounts of the society and balance sheets as at the end of each financial year shall after submission to the Commissioner for registration, be presented to the members for adoption at the Annual General Meeting.
82. The following books of accounts and records shall be kept by the Management Committee of the society:-
a. A register of the members showing the name, address and occupation of each member, the number of shares held by him; the date and serial number of the registration receipt, the date of admission to membership, the date of leaving the society and the nominee as provided for in by-law No. 16 provided that a separate share register may be kept if considered necessary.
b. A minute Book showing all the proceedings of General Meetings.
c. A minute Book showing all the proceedings of Management Committee Meetings.
d. A cash Book showing details of all money received and all the money paid out including the number and date of the receipt, payment voucher referring to each entry and the reason for the receipt or payment.
e. A ledger containing such accounts as are necessary for the proper conduct of the business.
f. A personal ledger showing the transactions of each member with the society including the details of share proceeds of each member from the society and the payment made thereof together with reference to the relative receipts.
g. Assets register! proper record of all the Society’s assets.
h. A ledger of store for loose tools and equipment item by item.
i. Such other books as the committee shall decide or as the Commissioner may prescribe.
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