[Section 14 heading substituted by section 12(a) of Notice No. 558, GG 36729, dated 5 August 2013]
| (1) |
The constitution of a co-operative must include— |
[Section 14(1)(b) substituted by section 12(b) of Notice No. 558, GG 36729, dated 5 August 2013]
| (bA) |
whether it is a co-operative that concludes transactions with both members and non-members of that co-operative or a co-operative that does not conclude transactions with persons who are not members of the co-operative; |
[Section 14(1)(bA) inserted by section 12(c) of Notice No. 558, GG 36729, dated 5 August 2013]
| (c) |
the main objectives of the co-operative; |
| (d) |
a description of the business of the co-operative, including any restrictions on the business of the co-operative; |
| (e) |
a provision stipulating the voting rights of each member, as contemplated in section 3; |
[Section 14(1)(e) substituted by section 12(d) of Notice No. 558, GG 36729, dated 5 August 2013]
| (g) |
the place where the registered office of the co-operative is located; |
| (h) |
the minimum and maximum number of directors; |
| (i) |
the term of office of directors, which must be reasonable, and whether a director may be re-appointed for a consecutive term of office: Provided that the manner for rotation of directors is stipulated in the constitution of the co-operative; |
[Section 14(1)(i) substituted by section 12(e) of Notice No. 558, GG 36729, dated 5 August 2013]
| (j) |
the powers and restrictions on the directors of the co-operative to manage the business of the co-operative; |
| (k) |
the requirements for membership of the co-operative, subject to section 3(2); |
| (l) |
the requirements for withdrawal of membership of a co-operative, including the necessary period for the notice of withdrawal and repayment of shares, and any provisions relating to the liability of a member for a specified period after the date of withdrawal, subject to section 23; |
| (lA) |
a provision relating to the extension of the period for the repayment of the nominal value of membership shares in the event of the death of a member of the co-operative: Provided that such period must not exceed two years; |
[Section 14(1)(lA) inserted by section 12(f) of Notice No. 558, GG 36729, dated 5 August 2013]
| (m) |
a provision relating to the manner in which a portion of the surplus that is transferred as a reserve to an indivisible reserve in accordance with section 3(e), may be utilised; |
| (n) |
provision for the distribution of the assets of the co-operative on its dissolution; |
| (o) |
the financial year of the co-operative; |
| (p) |
procedures for the application of membership to the co-operative that should be in accordance with co-operative principles; |
| (q) |
a provision for the rights and obligations of members; |
| (s) |
the conditions and processes for the termination of membership; |
| (t) |
the conditions and processes for the suspension of membership; |
| (u) |
the structure for decision making whereby members can participate in decision-making processes in a democratic and participatory manner; |
| (v) |
provisions for annual general meetings and special general meetings, including the manner in which such meetings are convened, the necessary periods of notice, the election of a chairperson and provisions for the proposal of resolutions that should ensure democratic decision making; |
| (w) |
a provision for the period of notice for general meetings and must state the conditions and processes to be followed when requesting a general meeting; |
| (x) |
a provision for the tabling and adoption of resolutions; |
| (y) |
the determination of quorums for general meetings and must ensure that the quorum provides for adequate member control and decision making; |
| (aa) |
a provision relating to the manner in which voting may be conducted; |
| (bb) |
the conditions under which a resolution in lieu of a meeting may be held and passed; |
| (cc) |
the conditions and processes for requesting a general meeting; |
| (dd) |
a provision for the appointment of directors, executive and non-executive directors, on condition that only members may be appointed as directors or executive directors; |
[Section 14(1)(dd) substituted by section 12(g) of Notice No. 558, GG 36729, dated 5 August 2013]
| (ee) |
the conditions for vacation of office by directors and the filling of any vacancies in a manner that ensures democratic accountability to the members; |
| (ff) |
the conditions and processes for the appointment of the chairperson, vice-chairperson and acting chairperson; and |
| (gg) |
the conditions under which a board of directors may delegate functions to a director or committee or manager; |
| (hh) |
a provision relating to the manner in which a portion of the surplus that is not transferred to the indivisible reserve, may be utilised. |
| (2) |
The constitution of a co-operative may include— |
| (a) |
the further objectives of the co-operative; |
| (b) |
the amount of business allowed with non-members, subject to the provisions of this Act; |
| (c) |
in the case of a co-operative having members in more than one region, the holding of regional general meetings and a conference of delegates; |
| (d) |
a provision for a member to appoint a proxy to attend and vote at a general meeting on that member’s behalf, or for postal votes: Provided that no person may act as a proxy for more than the percentage provided for in section 28(5), or for such lesser percentage of members as may be stipulated in the constitution of the co-operative; |
[Section 14(2)(d) substituted by section 12(h) of Notice No. 558, GG 36729, dated 5 August 2013]
| (e) |
provision for people who want to provide support to the co-operative without themselves becoming members to be appointed as associate members; |
| (g) |
[Section 14(2)(g) deleted by section 12(i) of Notice No. 558, GG 36729, dated 5 August 2013]; |
| (h) |
provisions regulating the appointment of a general manager or executive manager by the board of directors; |
| (i) |
provision to make rules consistent with the constitution and this Act concerning the holding of meetings or any other matter of procedure; |
| (j) |
provision for the settlement of disputes between members of the co-operative, between a member of the co-operative and the co-operative itself, between the co-operative and any other interested persons; and |
[Section 14(2)(j) substituted by section 12(k) of Notice No. 558, GG 36729, dated 5 August 2013]
| (k) |
a provision determining whether the co-operative allows for the appointment of non-executive independent directors: Provided that non-executive independent directors may only be selected from associate members of the co-operative. |
[Section 14(2)(k) inserted by section 12(l) of Notice No. 558, GG 36729, dated 5 August 2013]
Public Service Commission Act, 1997
