CO-OPERATIVE SOCIETIES ACT
ARRANGEMENT OF SECTIONS
1. Short title
Director for Co-operative Development
3. Appointment of Director and other officers
4. Duties of the Director
5. Minister to foster and encourage co-operative movement
Registration of Co-operative Societies
6. Register of co-operative societies
7. Form of register
8. Societies which may be registered
9. Statement of co-operative principles
10. Application for registration
11. Requirements for registration
12. Name of society
13. Provisions of Bye-laws
14. Registration of society
15. Refusal of registration
16. Provisional registration
Rights and Duties of Societies
17. Societies to be bodies corporate
18. Society to have registered address
19. Society to display its name
20. Amendment of registered Bye-laws
21. Registers to be kept by society
22. Extract from the register to be proof of information therein
23. Produce to be disposed of through the society
24. Charge, etc. from member's interest
25. Transfer of interest upon death
Rights and Liabilities of Members
26. Membership of a society
27. Qualification for membership of a society
28. Consent of parent, etc. to membership
29. Restrictions on members
30. Voting rights of a member
31. Liability of past members
32. Withdrawal, removal and expulsion from membership
33. Nomination of person to whom interest may pass
Management and Administration of Societies
34. General meetings
35. Management Board
36. Authentication of documents
Property and Funds of Societies
37. Funds and sources of capital
38. Investment of funds
39. Loans made by a society
40. Capital expenditure
41. Statutory Reserve Fund
42. Distribution of net surplus
43. Director to approve payments
Accounts and Audit
44. Accounting records
45. Records to be kept at registered address
46. Accounts to be audited
47. Co-operative Central Fund
Amalgamation, Division and Strategic Partnership
48. Resolution for amalgamation of societies
49. Special General Meeting for amalgamation
50. Registration of amalgamated societies
51. Division of existing society
Settlement of Disputes
52. Settlement of disputes
Liquidation and Judicial Management of a Society
53. Liquidation of a society
54. Liquidation due to lack of members
55. Appointment of liquidators
56. Powers of liquidators
57. Powers of the Director in liquidation
58. Appeal against liquidation's order
59. Application of funds of a society at liquidation
60. Cancellation of registration
61. Judicial management of a society
62. Appointment of judicial manager
63. Winding up society under management
General Powers of the Director
64. Power to provide assistance
65. Power to convene meetings
66. Power to remove Board
67. Provision of technical advice, supervision and training
68. Prohibition of use of "co-operative"
69. Use of Setswana
70. Enforcement to make returns
71. Offence relating to property of a society
72. Exemption from Liability
73. General offences and penalty
74. Regulations and amendment of Schedule
75. Repeal and savings of Cap. 42:04
Act 5, 1989,
Act 19, 2013,
S.I. 12, 2014.
An Act to provide for the registration of co-operative societies, the effective and proper management of the affairs of societies in accordance with acceptable business operational standards, the development of skills and for other matters connected with the above.
[Date of Commencement: 1st February, 2014]
Preliminary (ss 1-2)
This Act may be cited as the Co-operative Societies Act.
In this Act unless the context otherwise requires-
"Arbitration Committee" means a committee which is to hear and preside over cases of conflict and dispute in accordance with section 52;
"Board" means the Board of management of a society;
"bonus" means the share in the net surplus of a society divided amongst its members in proportion to the volume of business done or use made of the society's facilities; from which the surplus was derived by each member in accordance with section 42;
"Bye-laws" means registered Bye-laws made by a society in exercise of powers conferred upon it under this Act;
"Co-operative Central Fund" means the Fund established under section 47;
"Director" means the Director for Co-operative Development appointed under section 3 and includes any person to whom any of the powers of the Director have been conferred in accordance with this Act;
"dividend" means the share in the net surplus of a society divided amongst its members in proportion to the share capital held by them;
"honorarium" means a share in the net surplus of a society divided amongst some or all the members of the Board, chairperson, the secretary or the treasurer in consideration of their services which would not otherwise be remunerated;
"legal personal representative" in relation to a person who is dead, means the person who, in law or customary law, whichever may be applicable, represents the estate of the deceased;
"officer" includes the chairperson, vice-chairperson, secretary, treasurer, member of the Board or of any supervisory board, manager of a society, employee or other person empowered under this Act, regulations or Bye-laws of the society to give directions in regard to, or to supervise the business of a society;
"primary society" means a society whose membership is restricted to individuals;
"producer society" means a society one of whose objects is the provision of paid work for its members;
"school society" means a society whose membership is restricted to pupils and staff of a school;
"secondary society" means a society formed and mandated by primary co-operative societies to broaden and expand their economic interests or to share resources and reduce costs;
"society" means a co-operative society registered under this Act; "society with limited liability" means a society in which the liability of its members is limited to the amount-
(a) unpaid on the shares held by them;
(b) undertaken to contribute to the assets of the society in the event of being liquidated;
"society with unlimited liability" means a society the members of which are jointly and severally liable-
(a) for all its obligations; and
(b) to contribute to any deficit in its assets in the event of its liquidation; and
"special resolution" means a resolution passed by a majority of not less than three-fourths of the members present and voting at a general meeting of which due notice was given for the intention of proposing the resolution and at which not less than one-half of the total membership was present.
Director for Co-operative Development (ss 3-5)
Subject to the laws governing the public service, there shall be appointed a Director for Co-operative Development and such other officers as may be deemed necessary.
(1) The Director shall be responsible for providing and administering the services required by societies for their formation, organization, registration, operation and advancement and for the carrying out of the provisions of this Act.
(2) Without prejudice to the generality of subsection (1), the Director shall-
(a) register co-operative societies and ensure compliance with this Act;
(b) give guidance to societies in order to facilitate proper organization, administration and efficient operations of co-operative societies;
(c) provide advice and promote training for members, officers, and employees of co-operative societies;
(d) encourage the formation of co-operative societies by providing information on co-operative principles and practices; and
(e) carry out such other duties as may be assigned by the Minister or under this Act.
(3) The Director shall prepare and present to the Minister, an annual report on the carrying out of the provisions of the Act and the operations of the registered societies.
(4) The Director may, for the purposes of ensuring efficient co-operative development, establish consultative procedures with the co-operative movement in Botswana.
(5) Any of the duties and powers of the Director under this Act may be exercised or performed by the Deputy Director if, the Director-
(a) is unable to exercise or perform the duties or powers owing to illness or absence; or
(b) authorises the Deputy Director, in writing, to perform or exercise the power or duty.
(6) The Director may delegate any of the duties and powers of the Director to any of the assistant directors or other officers.
The Minister shall, in consultation with the Director, take such measures as may be necessary for the encouragement and development of a self-reliant co-operative movement which provides for the economic interests and welfare of its members, within the frame work of the national development policy.
Registration of Co-operative Societies (ss 6-16)
The Director shall keep or cause to be kept at his or her office a register of co-operative societies in which shall be entered particulars relating to the registration of societies and their Bye-laws, and which shall be open to inspection by the public at all reasonable times at no charge.
(1) The Director shall maintain such other registers as may be necessary to carry out the provisions of this Act.
(2) The Minister may by regulations prescribe the form in which a register of co-operatives referred to in section 6 and any other register kept under this Act shall be maintained.
The Director shall register a society which has as its principal object the promotion of the economic interests of its members in accordance with co-operative principles, or a society established with the object of facilitating the operations of such a society, with or without limited liability.
For the purposes of this Act "co-operative principles" include-
(a) voluntary membership open to all persons wishing to use the services of the society;
(b) that a society is democratically administered and controlled;
(c) members' economic participation;
(d) that a society's activities are carried on with autonomy and independence;
(e) promotion of education and training of societies' members on co-operatives matters and operation;
(f) co-operation between co-operative societies at local, national and international levels; and
(g) members' concern for community consideration.
(1) An application to register a society shall be submitted to the Director in the prescribed form and shall be signed-
(a) in the case of a primary society, except a savings and credit co-operative society, by at least ten persons qualified for membership under section 27;
(b) in case of a primary society that has as its object the promotion of thrift and the acceptance of saving from and the making of loans to its members for productive and provident purposes, by at least 20 persons qualified for membership under section 27; or
(c) in the case of a secondary society by one authorized officer of at least two societies.
(2) An application referred to in subsection (1) shall be accompanied by-
(a) three copies of the society's Bye-laws written in English or Setswana;
(b) a report on the viability of the proposed society, presented in the prescribed form or as near thereto as circumstances may permit;
(c) proof of the availability of the prescribed minimum capital contributed or raised by the applicants;
(d) in the case of an application relating to a secondary society, copies of the resolutions authorizing the participation of the primary society; and
(e) the prescribed fee.
(1) Before registering any society, the Director shall be satisfied that-
(a) the application is for a bona fide co-operative society;
(b) the name and Bye-laws of the proposed society comply with sections 12 and 13;
(c) there is reasonable expectation of benefit to the members of the proposed society;
(d) the economic and other requirements for establishing a society are met; and
(e) the application generally complies with the provisions of this Act.
(2) The Director may request any additional information that may be required or necessary for the registration of the society.
(1) No society shall be registered by a name which-
(a) is identical with a registered society;
(b) so closely resembles the name of a registered society which may mislead the public as to its identity; or
(c) is, in the opinion of the Director, undesirable.
(2) The word "co-operative" shall form part of the name of a society and the word "limited" shall be the last word in the name of a society registered with limited liability.
Bye-laws of a society shall be adequate for the efficient running of a society and shall include the provisions set out in Schedule 1.
(1) The Director shall upon registration of a society, issue a certificate of registration and a certified copy of its Bye-laws to the registered society.
(2) A certificate of registration signed by the Director shall be conclusive evidence that a society is registered unless it is proved that the registration of the society has been cancelled.
(3) On registration of a society the Director shall, in addition to the certificate and the Bye-laws, provide to the society a copy of this Act and regulations made thereunder at the cost of the society.
(1) The Director shall, where the application to register a society does not meet the requirements for registration, regret the application.
(2) Where the Director refuses to register a society he or she shall give notice and reasons for the refusal of registration, in writing.
(3) The applicant may, where the Director refuses to register a society, appeal to the Minister within one month of receipt of a notice referred to under subsection (1).
(4) The Minister shall consider an appeal lodged under subsection (3) of the lodging of the appeal and make a decision within 90 days of the lodging of the appeal.
(1) Where, in the opinion of the Director, the proposed society has not fulfilled all the requirements for registration but can take steps to fulfil those requirements within a reasonable period, the Director may provisionally register the society for a period not exceeding two years subject to such conditions as may be specified in the certificate of registration.
(2) A provisionally registered society shall, subject to the conditions imposed by the Director, operate as and have all the powers of a society registered under this Act.
(3) A provisionally registered society shall-
(a) state in all documents issued by it; and
(b) display, at its head office and all other places where its name is displayed,
that the society is provisionally registered.
(4) The Director may cancel a provisional certificate of registration of a society by notice in writing addressed to the society which cancellation shall serve as a refusal to register the society under section 15 and, from the date of the notice, the society shall cease to be a society under this Act.
(5) If, upon the expiry of the period for provisional registration a society has not been registered, the society shall cease to be a society under the Act.
(6) Where a society ceases to be a society under subsection (5) or (6)-
(a) the provisions of Part XI shall apply for the settlement of the society's affairs;
(b) the society shall surrender the provisional certificate of registration issued to it under subsection (1) to the Director for cancellation; and
(c) the validity of any transaction by or with the society shall not be affected by the cancellation.
(7) The Director shall, where he or she is satisfied that a provisionally registered society meets all the requirements for full registration, register the society.
Rights and Duties of Societies (ss 17-25)
A society shall, from the date of issue of a certificate of registration, be a body corporate under the name by which it is registered, having perpetual succession with a common seal and be capable of suing and be sued in its corporate name and subject to the provisions of this Act, of doing or performing all such acts or things as bodies corporate may, by law, do or perform.
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