TABLE OF CONTENTS ITEM BY LAW NO. PAGE

Transcription

1 TABLE OF CONTENTS ITEM BY LAW NO. PAGE 1. Name and area of operation Registered Office/Postal address Definition/Interpretation Objectives of Society Values 6(i) 5 6. Co-operative principles 6(ii) 5 7. Membership Rights of Members 21(a) Members obligations 21(b) Funds Shares Liabilities Power to borrow Receipting of money Reserve funds Branch Meeting Functions of the branch meetings Branch representatives Delegates meeting Central Management Committee Executive officers Chairman and Vice Chairman (duties) Treasurer (duties) Secretary (duties) General Manager Credit Committee Education Committee Duties of FOSA Committee Eligibility into the Management Committee Supervisory Committee Eligibility into Supervisory Committee Duties of the Supervisory Committee Book and records Financial year Conduct of business Elections Authorization to sign document Disposal of surplus Loans to members Security for loans Repayments of loans

2 42. Cash reserve Fosa activity Common seal Fines Disputes Miscellaneous Dissolution Amendment of by law Acceptance

3 BY - LAWS OF TELEPOST SAVINGS AND CREDIT CO-OPERATIVE SOCIETY LIMITED NAME AND AREA OF OPERATION By law 1. This society shall be called: Telepost Savings and Credit Co-operative Society Limited, hereinafter referred to in the By laws as the society, and its area of operation shall be in the republic of Kenya. REFISTERED OFFICE / POSTAL ADDRESS By-law 2. The registered office of the society shall be at: - Posta Sacco Plaza 4 th floor, University way, Nairobi and its Postal address shall be P.O. Box , Tel No /2 NAIROBI, Notice of any change of address shall be given to the Commissioner for Cooperative Development and Marketing (herein referred to as COMMISSIONER ) and all the members of the society. DEFINITION/INTERPRETATIONS By-law 3. In these By-laws, unless the context otherwise suggests, words or phrases shall be defined, interpreted, in accordance with the Cooperative Societies Act No. 12 of 1997 (Amended), 2004 and the Co-operative Societies Rules of 2004 made there under therein after referred to as the Act and the Rules, respectively. 3

4 (a) (b) (c) (d) (e) (f) (g) (h) Applicable law. Unless otherwise, requires words or phrases shall be defined, interpreted in accordance with the Co-operative Society Act No. 12 of 1997, and Co-operative societies Amendment Act 2004 and Rules made there under, thereafter referred to as the Act and Rules respectively. Commissioner to mean the Commissioner for Co-operative Development and Marketing. Tribunal when used in these By-laws, Tribunal means the Cooperative Tribunal established to hear and determine disputes under the Act and Rules. Member in good standing means a member who is current on the repayment of his/her loan payment due to society and who is current on making her/his required contributions and has not in any way acted in a manner which is potentially damaging to the society and has fully complied with the policies and rules set by this society. Institutional Capital means and is comprised of statutory reserves entrance fees, appropriation accounts, donated equity, a permanent capital base and any other reserves established by the society s committee for which no claim has been placed upon by members or other parties. Permanent Capital Base refers to capital contributed by members, which is not subject to distribution to members other than in the event of liquidation of the society. Net surplus means the amount of income in excess of expenses of the society. Under these by-laws, net surplus is the amount computed before any allocation is made for members dividends and/or interest to be paid on shares. General meeting shall read as annual delegates meeting. 4

5 (i) (j) Managing Committee shall be read as Central Management Committee. Branch General meeting shall mean a meeting for that particular branch. By-law 4. Any question concerning the interpretation of these By-laws or any matters not provided for here-in, error and omission, shall be referred to the Commissioner. OBJECTIVES OF SOCIETY By-law 5. The object for which the society is established are:- (a) To promote the welfare and economic interest of its members in accordance with the Co-operative principles. (b) To promote thrift among the members by affording them an opportunity for accumulation of their savings and deposits and to create thereby a source of funds from which loans can be made available to them for purposes of providence or production or both at a fair and reasonable rate of interest. To provide an opportunity for each of its members to improve his/her respective economic and social conditions. (d) To offer the members complementary savings and credit services and other financial products such as front office services or withdraw able savings/deposits accounts as may be required by members from time to time. (e) To ensure safety and soundness of the members funds through risk management program or any other appropriate insurance scheme. (f) To ensure progress of its members by educating them continuously on proper use of credit. 5

6 (g) (h) To perform all those functions and exercise those powers designated for savings and credit co-operative societies under the applicable law to the benefit of members. To co-operate with other co-operatives in order to promote members interest and in furtherance of these objects, the society may affiliate to national co-operative organizations. By-law 6 i) VALUES The society shall be based on the values of self help, mutual responsibility, equity and equality. It shall practice honesty, openness and social responsibility in all its activities. ii) CO-OPERATIVE PRINCIPLES In order to achieve the objects for which it is established the society shall act in accordance with the following Co-operative principles. A) VOLUNTARY AND OPEN MEMBERSHIP Co-operatives are open for membership on a voluntary basis without religious, political, gender or social discrimination etc to all who are eligible. B) DEMOCRATIC MEMBER CONTROL Since Co-operatives are democratic organizations, the members enjoy equal voting rights on one member one vote basis irrespective of ones share holding. Members participate in making decisions and setting policies during general meetings. C) ECONOMIC PARTICIPATION BY MEMBERS Members contribute to the capital of their co-operative with the aim of benefiting from its operations to improve their living standards. Members borrow loans to:- i) Develop themselves 6

7 ii) iii) Educate Cater for their social welfare D) EDUCATION, TRAINING AND INFORMATION Co-operatives have perpetual education programmes for members, committee members and employees which help them in understanding and carrying out their respective roles. This broadens the people s knowledge, outlook and train them to work harmoniously and responsibly. E) COOPERATION AMONG CO-OPERATIVES In order to best serve the interest of their members and their communities, cooperatives actively cooperate in every practical way with other co-operatives locally, nationally and internationally. F) AUTONOMY AND INDEPENDENCE Cooperatives are autonomous, mutual-help organizations controlled by their members. This means less government control, hence more responsibility to the management committee and members through general meeting. G) CONCERN FOR COMMUNITY IN GENERAL The cooperative movement is expected to continuously educate the public about its aims, its organizations, achievements and its plans for the future. They involve themselves in Community Development or Charitable Projects through donations. By-law 7. MEMBERSHIP Members shall consist of:- a) Original members who signed the application for registration b) New members subsequently admitted in accordance with these by-laws. 7

8 By-law 8. A person of either sex shall be eligible for membership who possesses all the following qualifications:- a) Is within the field of membership consisting of the employee of:- Telkom Kenya Ltd, Communication Commission of Kenya, Postal Co-oporation of Kenya, Gilgil Telecommunication Industries Ltd, Society staff, Kenya College of Communication Technology, Employees of Telepost Investment, Safaricom staff and retiring members wishing to retain membership. b) Is not less than eighteen years of age c) Is of good character, and d) Is of sound mind By-law 9. Every applicant for membership shall complete an Application for Membership form. This form may be drawn so as to show all the information required for the purpose of a Register of members. The applicant should also submit 2 coloured passport photographs and a copy of a national identity card. By-law 10. An applicant shall be admitted to membership on being accepted by a majority vote of Managing Committee, but shall not qualify for the rights and privileges of membership until he has paid a nonrefundable entrance fee of kshs. 100 and paid in full for at least 20 shares of kshs. 20 each which can be changed by an Annual General Meeting resolution. By-law 11. The Central Management Committee may refuse membership to any person without giving reasons; provided, however, that the person, whose membership has been refused, if otherwise eligible for membership, shall have the right to appeal to the next Annual Delegates Meeting. 8

9 By-law 12. The Central Management Committee may direct that a periodic Statement of Account containing a record of members transaction with the society, in the same form as a passbook shall be used instead of a passbook. Such statement of Account shall be sent to every member not less frequently than once every three months and shall constitute a passbook, and the latter may not be used in addition. When the Statement of Accounts is used, every member shall be issued a membership identification card. By-law 13. Employees of this society, may also become members under the same terms and conditions as all members. By-law 14. Every member may nominate in writing one person (s) to whom, on his death, his shares, deposits, or any other interests shall be transferred. The name of the nominee(s) shall be entered in the Register of members or recorded in a sealed envelope to be kept safely by the society. A member shall have the right to change the nominee(s) but any such change must be in writing and signed by the member in the presence of two attesting witnesses. A member with more than one nominee will state the percentage of shares each one will get. By-law 15. The nominee of the deceased member shall not have the option to be admitted to membership unless he/she belongs to the same common bond as the deceased member. On admission to membership of such as a nominee the shares and deposits of and interest/dividend due to the deceased member shall be transferred in the name of the nominee. If not admitted to membership the nominee shall be paid the value of the deceased member s shares and interest, less any sum due by the latter to the society, as soon as possible. By-law 16. Membership in the society shall cease with effect from the date of a member 9

10 a) Dying b) Being expelled from membership c) Withdrawing all his/her shareholdings d) Ceasing to hold the qualification stated in by-law 8 (a) to (d) e) Becoming certifiable insane f) Fails to contribute shares and loan repayment for a period of 3 (three) consecutive months. By-law 17. a) A member may at any time withdraw from the society by giving written notice of at least sixty days. c) Ex-members with outstanding liabilities together with their guarantors and obligations shall continue being responsible for their respective obligations. By-law 18. The Central Management Committee may suspend a member who:- a) Is convicted in a court of law of a criminal offence involving dishonesty or is imprisoned for three months or more. b) Acts in any way prejudicial to the interest of the society c) Willfully fails to comply with the applicable law. By-law 19. A member so suspended shall have the right to appeal to the next Annual Delegates Meeting convened in accordance with this by-law, which may reinstate him. He can further appeal to the Tribunal if not satisfied. By-law 20. A member who withdraws or is expelled, shall be paid the following amount after deduction of any debts owned by him to the society as borrower, endorser, guarantor, or otherwise:- a) The nominal or book value of his shares, provided, however, that the Managing Committee may require a minimum of 60 days written notice of intention to withdraw shares. b) Any dividend or interests due to him/her on the date membership ceased. 10

11 c) Any deposit or other sums held by the society on his behalf. By-law 21. a) RIGHTS OF MEMBERS Members shall enjoy the following rights: i) Elect and be elected to the organs of the society subject to the provisions of these by-laws. ii) Enjoy and use all the facilities and services of the society iii) Receive periodically and regularly or upon request and at least quarterly, a statement of account in respect to his/her transactions with the society. iv) Access all legitimate information relating to the society including internal regulations, registers, minutes of general meetings, annual accounts, investigation reports at the registered office of the society, subject to the policy and regulations for the time being in force. v) Vote on all matters put before the general meeting of the society through delegates representaion. vi) All other rights prescribed by the act and rules. b) MEMBERS OBLIGATIONS A member of the society shall have the following obligations i) Observe and comply with all the provisions of the society s by laws and the decisions taken by the organs of the society in accordance with the by laws ii) Buy and pay up for shares or make any other payments as provided for in the by laws of the society. iii) Pay for the debts of the society at the time of liquidation where the assets are insufficient to meet the liabilities. iv) Support projects of the society that are approved by the relevant authority. FUNDS By-law 22. The funds of this society shall consist of:- 11

12 a) Entrance fees b) An unlimited number of shares of the value of kshs. 20 each and part shares c) Deposits or loans from members or non-members. d) A reserve fund as required by law and such other reserves as may be established with the written approval of the Commissioner. e) Funds obtained from miscellaneous sources f) Surplus resulting from the operations of the society By-law 23. The funds of the society may be applied to the promotion of the stated objects and purposes of the society as set forth in these by laws. SHARES By-law 24. The nominal value of each share shall be kshs. 20/- and every member shall hold at least twenty shares in the society, but no member shall hold more than one-fifth of the total shares. By-law 25. Any amount may be accepted towards the purchase of shares, provided that it is not contradicting by-law no. 24, provided that the Central Management Committee may fix a minimum amount that may be paid by a member at any one time. By-law 26. With the approval of the Central Management Committee, a member may at any time transfer his shares to another member but not any other person. Such transfers must be in writing and at nominal value. No member shall be allowed to reduce his or her shareholders by part withdrawal of shares or otherwise. By-law 27. All transfers of shares must be registered with the secretary, and no transfer shall be valid unless so registered. The Central Management Committee may require payment of a fee of kshs. 500 for each such transfer. 12

13 The Management Committee shall have the right at any time to require members to give sixty days written notice of intention to withdraw shares. No member shall be permitted to reduce his/her share holding to less than one share. LIABILITIES By-law 28. a) The liability of a member shall be limited to the nominal value of the shares held by him. b) In the event of liquidation, where available funds are insufficient to pay the full nominal value of the shares held by members, the funds shall be distributed pro-rata among the shareholders according to the amount of shares held by each member. POWER TO BORROW By-law 29. a) Loans may be obtained from members and non-members subject to the borrowing power fixed by the Annual Delegates Meeting and subsequently approved by the Commissioner. b) For the securing of any loan accepted by the society under paragraph (a) above the society may grant a charge over its assets. The authority to grant a charge shall be reserved to the General meeting. The charge so granted must be registered with the commissioner for Co-operative Development and Marketing. By-law 30. The rate of interest on deposit, or loans, shall not exceed the current market rates, except with the permission of the Annual Delegates Meeting. By-law 31. a) RECEIPTING OF MONEY Money paid in or out of account of shares, deposits, loans, 13

14 interests, fee or fines shall be evidenced by the entry in the passbook or other form or receipt approved by the Managing Committee. Every person receiving or paying out any money on behalf of the society shall be identified on the receipt. b) Should the passbook or any other receipt given to the member by the society be lost or destroyed, immediate notice of such fact shall be given by the member to the Treasurer who shall be authorized by the Managing Committee to issue a duplicate passbook or a duplicate receipt. The Committee may require the member to sign indemnity to protect the society against any loss due to the issuance of such duplicate. The committee may also require payment to the society of a reasonable charge to cover the cost of issuing the duplicate passbook. RESERVE FUNDS By-law 32. The society shall maintain a Reserve fund as Required by the Act and Rules. The Reserve Fund shall be credited with 20% of the net surplus of each financial year. By-law 33. i) ii) BRANCH MEETING: Branch Meeting shall take place annually and shall consist of all members of the branch. The Central Management Committee shall determine the criteria of opening a branch and the number of branches a society may have. 14

15 iii) The Central Management Committee or two thirds the branch shall have powers to convene Branch Meetings. FUNCTIONS OF THE BRANCH MEETINGS: By-law 34. i) ii) iii) Confirmation of minutes of previous meeting To consider reports of the Central Management Committee To express views and pass resolutions for consideration by the Central Management Committee. By-law 35. A. BRANCH REPRESENTATIVES i) Branch representative whose number shall be determined by Central Management Committee in accordance with the resolution of Annual Delegates Meeting. Shall be members of Annual Delegates meeting and shall have equal votes in all the matters but shall not exceed ten (10). ii) The branch representatives, who shall be able to read and write, shall be elected by the members for a period of three (3) years and shall be eligible for re-election. iii) Any representative who fails, without any justifiable cause to attend the Branch Meeting shall be disqualified and the meeting shall elect another member to replace the disqualified member. 15

16 b) i) The branch representatives shall constitute the branch committee and shall meet once every month. ii) The Branch Committee shall meet once every month. B. The agenda in such committee meetings shall be as follows:- i) To receive copies of loan applications and a list of loans approved by the Central Management Committee. ii) In consultation with the Central Management Committee, to organize members education. iii) To receive complaints from members of the branch and to furnish the members with information. iv) To ensure that the act, Rules and By-laws are strictly observed and where necessary by the Central Management Committee. v) To recruit new members DELEGATES MEETING By-law 36. The supreme authority shall be vested in the general meeting of members which shall be constituted by the branch representatives. Such meetings shall be held as follows:- a) The annual delegates meeting shall be held every year within 4 months after the close of the financial year, to hold elections and to undertake such other business as is laid down in Act, Rules and these By-laws. b) Any business not completed at the Annual Delegates Meeting, such as, acting upon the auditor s report (if not received by the time of the meeting), disposal of the surplus, etc. may be taken up at a subsequent special delegates meeting, or at the next annual Delegates Meeting. c) A special delegates meeting shall be held: 16

17 i) when convened by the Central Management Committee or the Commissioner ii) Within fourteen days of receipt of a written request from at least 2/3 of the sitting branch representatives. By-law 37. At least fifteen days notice shall be given in the case of annual Delegates Meeting or a special Delegates Meeting. The Secretary shall take all possible and usual steps, such as announcements at public meetings, posting a notice on the society s board, or boards, an advertisement in the local newspaper or news sheet, etc. to inform all members of the date and main business of the meeting. All written notices shall include a statement of the business to be dealt with. By-law 38. For a special delegates Meeting requested by 2/3 of the sitting branch representatives, the request must state the object of the meeting being called, and signed or thumb marked by the requestors. The request shall be deposited in the registered office of the society. By-law 39. Except when convened by the commissioner the presence of at least 2/3 of the total members of sitting branch representatives, shall constitute a quorum for the conduct of business in any delegates Meeting. When a quorum is not present, the Chairman shall adjourn the meeting and shall fix a date within one month for the adjourned meeting, which shall be advertised as prescribed in by-law 37. If at such a meeting, a quorum is again not present; the Chairman shall declare the meeting open with those present, one-half hour after the advertised time of the meeting. By-law 40. The Chairman, or in his absence, the Vice-Chairman shall preside at every General Meeting. In their absence any member elected by a majority of those present shall preside. 17

18 By-law 41. Before they may attend or vote at a Delegates Meeting, delegates may be required to produce their passbooks as evidence of membership, or identify themselves in some other manner. By-law 42. The Central Management Committee may establish a special procedure, that is not in consistent with the Rules, for giving representation at the delegates Meeting to the outlying members. By-law 43. The annual Delegates Meeting shall be conducted, and shall have the powers and duties prescribed in the Act, Rules and these bylaws. The annual delegates Meeting shall:- a) Confirm the minutes of the previous meeting b) Consider the statements of accounts, the auditor s report, the inspection notes of the Commissioner, and the reports of the committee on the activities of the society during the past financial year. c) Subject to by-law 32, decide on the disposal of the net surplus resulting from operations of the society during the past financial year. d) Consider appeals against the expulsion of members and refusal of membership by Managing Committee. e) Elect, suspend, or remove members of the Managing Committee and the Supervisory Committee. f) Confirm or otherwise, action taken by the Committee, and give direction to the new committee where necessary. g) Fix the maximum liability, which the society may incur in loans and deposits, whether from members or nonmembers. h) Approve the estimate of expenditure for the next financial year following the annual General Meeting. i) Fix the honoraria, if any for retiring officers or bonus for employees. 18

19 j) Elect the delegate to represent the society in a Co-operative Union or other apex society of which this society is a member. k) Appoint Auditors for the ensuing year. l) Transact any other general business of the society of which notice has been given to members in a manner prescribed in this by-law. m) Fix the indemnity of the committee members. By-law 44. All businesses discussed or decided at a delegates meeting shall be recorded in a minute book which, within one 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 true and complete record of all important matters which were discussed or decided at the meeting. At the next meeting after approving any alterations or variations, which shall be written immediately below the above signatures, and not as alterations to the original record, the meeting shall by resolution authorize its Chairman to sign and date the final record. CENTRAL MANAGEMENT COMMITTEE By-law 45. The Central Management Committee shall be a policy making body and shall be elected from the members of the Annual Delegates Meeting from Nairobi Electoral zones and shall consist of nine members. All Central Management Committee members shall be at least 18 years of age. The committee shall include the Chairman, Vice Chairman, Treasurer and Secretary, all of whom shall be elected by the committee from amongst the members of the committee. 19

20 By-law 46. Members of the Central Management Committee shall be elected for a term of three years and no member shall be elected to a committee for more than two consecutive terms. By-law 47. a) Meeting of the committee shall be held regularly at least once each month and at other times when necessary. At least five members of the committee shall form a quorum for the disposal of business. b) If a member of the committee fails to attend three consecutive meetings without being excused therefrom, or otherwise fails to perform his duties, his position may be declared vacant and the vacancy filled as provided in these by-laws. c) A majority members of a committee may, for a good course suspend a committee member subject to ratification by the annual Delegates meeting. By-law 48. The Central Management Committee shall be the governing authority and subject to any directions from a General Meeting or the Commissioner, it shall direct the affairs of the Society. Its procedures, powers and duties shall be as prescribed in the Rules and in particular it shall, a) Observe in all its activities the Act, the Rules, these by-laws and prudent business practices. b) Generally manage the affairs of the society c) Act upon all applications for membership d) Ensure that true and accurate records are kept of the society s money and its properties, capital, reserves, liabilities and income and expenses. e) Decide the amount and kind of surety, bond or other security, which shall be required of the treasurer, secretary, 20

21 and any other officer or employee having the custody of, or handling funds or property of the society. f) Determine from time to time the interest rates on loans (subject to the maximum permitted by the General Meeting), the maximum maturities and terms of payment or amortization of loans to members; and the maximum amount that may be loaned with or without security to any member. When, by action of the committee, the interest rates on future loans are reduced. Similar action may be taken with regard to interest rates in unpaid balances of existing loans. g) Lay before the Annual General Meeting a balance sheet and final accounts together with proposals for the disposal of the net surplus (if any), and the Commissioner comments on such proposals. h) Inform the Commissioner immediately of any alternative proposals of the annual General meeting for disposing of the surplus and ask for his comments. i) Authorize investments of the society j) Authorize the conveyance of property k) Authorize borrowing and lending operations of the society in accordance with the Act and Rules l) Designate a depository, or depositories, for the funds of the society m) Employ and fix the compensation of a manager and such other employees as may be necessary to carry on the business of the society. n) Impose fines o) Approve transfers of shares between members 21

22 p) Determined the interest rates, which shall be paid on deposits and on borrowed money. q) Supervise the collection of loans from members and recommend to the delegates meeting the write-off of uncollectible accounts. r) Affiliate the society to a co-operative union of saving and credit, or an apex society, subject to approval of the General Meeting. s) Perform such other duties as the members may from time to time direct. t) Perform or authorize any actions consistent with the Act, Rules and these by-laws unless specifically reserved for the General Meeting. u) Determine the Electoral Zones based on departments and/or regions and the number of representatives at the ratio of one representative for every one hundred members. v) National Chairman and another CMC member to attend Telepost Investment Meetings in order to represent the society on Investment matters. w) To obtain insurance cover for loans given to the society. By-law 49. In the conduct of the affairs of this society, the members of committees shall exercise the prudence and diligence of ordinary men of business and may be held jointly and severally responsible for any losses sustained through any of their acts, or failure to act, which are contrary to the Act, the Rules, the by-laws, or the directions of any Annual Delegates Meeting. By-law 50. The Central Management Committee may delegate to an officer or employee of the society such of its powers as it deems necessary. By-law 51. No expenditure shall be authorized by the Central Management Committee unless it is provided for in the estimates formally 22

23 approved by the annual general meeting. Supplementary estimates of unforeseen expenditure shall be sort for approval in subsequent Annual Delegates Meeting By-law 52. All business discussed or decided at committee meetings shall be recorded in a minute book which, within one 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 all important matters which were discussed or decided at the meeting. At the next meeting after approving any alterations or variations, which shall be written immediately below the above signatures and not as alterations to the original record, the meeting shall authorize the chairman to sign and date the final record. By-law 53. The Central Management Committee may appoint sub-committees, such as an Education Committee, a Budget Committee, a loan collection committee and Fosa. Sub committees shall consist of persons drawn from the elected members of the Management Committee. The tender committee shall be appointed as per the government procurement procedures. By-law 54. The Central Management Committee may delegate to the subcommittees such duties under these by-laws as it deems fit. By-law 55. A member of the Central Management Committee, or of any other committee, shall cease to hold office if he ceases to be a member of the society. EXECUTIVE OFFICERS By-law 56. The Chairman, Vice-chairman, Treasurer and Secretary shall be termed Executives Officers. The Executive officers shall be elected at a meeting of the Central Management Committee within seven days after each Annual Delegates Meeting. 23

24 CHAIRMAN AND VICE-CHAIRMAN By-law 57. a) The Chairman shall preside at meetings of the members and at meetings of the Central Management Committee. He shall perform such other duties as he may be directed to perform by the Managing Committee in consistent with provision of the Act, the Rules and these by-laws. b) 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 Central Management Committee. In the absence of the Chairman and Vice Chairman the committee may appoint another person to chair the meeting. TREASURER By-law 58. The powers and duties of the treasurer shall be:- a) Generally to manage or cause to be managed, the financial affairs of the society in a competent manner. b) To ensure maintenance of full and complete records of all assets, liabilities, income and expenses of the society. c) To ensure the safekeeping of the society s money, securities and books of accounts. d) To ensure that all payments and expenditures are duly authorized. e) To ensure compliance with all financial decision of the Managing Committee and the Commissioner. By-law 59. Within fifteen days after the close of each month, the Treasurer shall cause to be prepared and submitted to the Managing Committee a financial statement showing the financial position of the society at the end of such month. 24

25 SECRETARY By-law 60. The duties of the Secretary are:- a) To record minutes of the Central Management Committee meetings and 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) To chair society staff sub-committee and ensure staff performance standards. GENERAL MANAGER By-law 61. a) The Central Management Committee shall appoint a General Manager who shall be responsible for the day to day running of the society. b) The Manager shall act as the chief executive of the society and shall conduct the business of the society and shall exercise control over the administration of the society. He shall be an ex-officio member of all committees. c) He shall advice the Central Management Committee and other committee in framing the policies and programme of the society and implements these after approval. d) He shall supervise the work of all staff and ensure that business of the society is conducted in proper manner. e) He shall ensure that proper books of accounts, records and returns are kept and that regular financial statistical and operational information is prepared and submitted to the management committee and also to the Ministry of Cooperative Development and shall be responsible for ensuring the accuracy of that information. f) He shall be responsible for the security of the funds and assets of the society. 25

26 g) He shall ensure that all N.S.S.F contributions and P.A.Y.E deductions are correctly calculated and that all amounts due and necessary returns are submitted by the due date. h) Within (15) days after the close of each month, the General Manager in consultation with the Treasurer shall prepare and submit to the Central Management Committee, a financial statement showing the condition of the society at the end of each month and shall promptly place a copy of such monthly financial reports as may be require. i) He shall countersign society s cheques contracts and other documents. CREDIT COMMITTEE By-law 62. The Credit Committee shall consist of three members of the Management Committee, none of whom shall be executive officer. The Credit Committee shall be chosen at a meeting of the Central Management Committee within seven days after each Annual Delegates Meeting. By-law 63. The Credit Committee shall hold such meetings as the business of the society may require, but not less frequently than once a month. By-law 64. The Credit Committee shall inquire carefully into the character and financial conditions of each applicant for a loan, and of its guarantors, if any, to ascertain his ability to repay fully and promptly the obligations incurred by him, and to determine whether the loan is for a worthy purpose and will be of probable benefit to the borrower and make approval with the loans policy. The Credit Committee shall endeavor diligently to assist members to solve their financial problems. By-law 65. The credit committee shall make such reports to the managing committee as they be required. 26

27 EDUCATION COMMITTEE By-law 66. The education committee shall consist of three members who shall be members of the management committee. The Vice-Chairman of the society shall be the Chairman. It shall be upon the education committee to elect its secretary and a member. The functions of the Education Committee shall be to: a) Organize, facilitate training of staff, members and committee members education. b) Ensure production and acquisition of literature including periodical magazines, or brochures c) Promote distribution and Interpretation of these by-laws to members. d) Arrange for education tours in liaison with other members of the management committee. e) Advise the management committee and update members on all matters of education and information f) Ensure allocation of funds for education purposes and apply, the funds for the benefit of the society g) Prepare periodical reports on educational and information and publicize the same for the benefit of the members h) Perform any other duties as may be assigned by the Management Committee. DUTIES OF FOSA COMMITTEE By-law 67. The Front Office Activity (FOSA) committee will be vested with the duties and responsibilities of governing and directing the business of FOSA within the laid down policies by Central Management Committee. It will comprise of three officials drawn from the management of the society. 27

28 The FOSA committee will be specifically charged with the following duties and responsibilities. a) Approval of the admission and withdrawal of members from the section. b) Ensure maintenance of accurate and upto date members saving accounts c) Ensure maintenance of members savings register d) Ensure members savings and all other funds are safe guarded e) Propose the terms and conditions of lending and saving for the approval of the Central Management Committee f) Ensure preparation and presentation of regular financial reports of the FOSA to the Management Committee g) Co-ordinate research on new products that may be accorded to the members h) Ensure that proper banking practices are put in place at the FOSA i) Propose liquidity ratios for the FOSA for the approval of the Central Management Committee. j) Ensure adherence of the liquidity ratios set in (i) above k) Ensure that all members are given proper services across the counter and all transactions are properly carried out. l) Perform such other duties as may be assigned by the management committee from time to time. ELIGIBILLITY INTO MANAGEMENT COMMITTEE By-Law 68. No person shall be a member of the committee if he:- a) Is not a member of the Society b) Is under 18 years of age c) Is unable to read and write d) Is a committee member in two other Co-operative Societies 28

29 e) Has not within 30 days of being elected declared his/her wealth to the commissioner f) Has not with 14 days of his election to the committee filed an indemnity with the commissioner. g) Is a person against whom any amount of money is due under a decree, decision or order is pending, recovery under the Act. h) He receives any Remuneration salary or any other payment from the society save in accordance with the Act i) In the case of a society that lends money to its members, he has a record of lending members money on his own account j) He is undischarged bankrupt or is of unsound mind k) Is not qualified as per the provisions of the co-operative societies act and rules. By-law 69 SUPERVISORY COMMITTEE The supervisory committee shall be elected by and from the delegates for a three year term and shall consist of three members. One third of the members of the committee shall retire annually. By-law 70 ELIGIBILITY INTO SUPERVISORY COMMITTEE No person shall be a member of the supervisory committee if he: a) Is not a member of the society b) Is under 18 years of Age c) Is unable to read and write. d) Has not within 30 days of being elected declared his/her wealth to the commissioner 29

30 By-law 71 DUTIES OF THE SUPERVISORY COMMITTEE The duties of the supervisory committee shall include: a) Verification of all the transaction of the society b) Writing periodic reports of the finding to be tabled at management committee meetings c) Submission of the reports to the commissioner d) Presenting its reports to the General Meeting By-law 72 BOOKS AND RECORDS The society shall keep up-to-date and in a proper business like manner such records of accounts and books as the Rules and the commissioner may from time to time direct, and in particular shall keep the following records and books of accounts:- a) A register of members showing in respect of each member i) The name, age, date of application for membership, and address and occupation ii) The date he was admitted to membership iii) The date on which he ceased to be a member; and iv) The name of his nominee, if any b) A minute book giving details of proceedings at the General Meetings c) Minute books giving details of proceedings of Managing Committee, Credit Committee and Supervisory Committee meeting d) A cash book showing the details of all monies received and all monies expected or paid out by the society e) A general ledger containing such accounts as are necessary to reflect properly the business of the society f) A personal ledger for each member showing his transactions with the society 30

31 g) A register of loans to members showing in respect of each loan, the loan number, name of the borrower, the amount borrowed, the purpose of the loan and due date of repayments, and the date repayments were completed h) Such other books and records as the Managing Committee may decide or that the Commissioner may prescribe. i) An asset (property) register. FINANCIAL YEAR By-law 73 The financial year of the society shall be 1 st January to 31 st December. CONDUCT OF BUSINESS By-law 74 The Managing Committee may make such rules and policies, not in consistent with these by laws, as they deem necessary for the conduct for 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 to force when and as determined by the committee. By-law 75 By-law 76 By-law 77 ELECTIONS All elections will be by secret ballot and no member shall be entitled to vote by proxy. Irrespective of the number of the shares held by him, no member shall have more than one vote Within ten (10) days after the election, the names and addresses of all persons elected to office shall be forwarded by the secretary to the Commissioner. 31

32 By-law 78 AUTHORISATION TO SIGN DOCUMENTS Unless decided otherwise by the General Meeting, all documents contracts and cheque shall be signed on behalf of the society by - Chairman or Vice Chairman - Treasurer - Secretary The documents listed above shall be countersigned by the General Manager. DISPOSAL OF SURPLUS By-law 79 Subject to the Act and approval by the Annual General Meeting, the net surplus resulting from operations of the society during any financial year shall be disposed as follows:- a) Not less than 20% shall be credited to the Reserve fund b) The balance may be disposed of as decided by General Meeting by:- i) Paying a dividend on shares ii) Paying an interest refund to members on record at the close of the financial year in proposition to the deposit held by them during the financial year. iii) Being carried forward to an Education Fund or any other fund or funds of the society including the appropriations account. iv) Paying a gratuity or honorarium to retiring officers or employees of the society. v) In any other way approved by the Commissioner vi) A combination of two or more of the above purposes 32

33 LOANS TO MEMBERS By-law 80 All loans shall be approved by the credit committee and shall be restricted to members. Loan entitlement shall not exceed four times member s shares. A member can be advanced the following types of loans:- a) Normal Loan: This is a loan given to a member for development purposes. b) Re-financing loan: This is given to a member to enable him/her to complete projects, which could not be totally financed by the running normal loan. c) School fees loan: This is given for school fees purposes repayable within the calendar year. Documentary evidence will be required. c) Emergency loan: This is a loan given for those unforeseen circumstances. Documentary evidence is also required. The Management Committee shall prescribe the policy to govern the advancement of the above loans subject approval by general meeting. By-law 81. Emergency loans may be approved by the executive and ratified by the full management committee. The Central Management Committee may delegate the approval of emergency loans to the branch officials. The rate of interest will be reviewed from time to time by the Annual Delegates Meeting. By-law 82 All loans shall be applied for on forms provided by the society for he purpose. The loans applications in each case shall set forth the amount applied for, the purpose for which the loans is desired the terms of repayment, the security if any, and such other information as the Credit Committee may require. All applications for loans and the reports 33

34 of the credit committee thereon shall be filed as permanent records of the society. By-law 83 Loans shall be given for worthy purposes that will benefit the borrower By-law 84 Loan applications shall be considered by the credit committee in order in which application is made unless the loan is deemed by the committee to be an emergency loan. Whenever there are more application for loan pending than there are funds available, preference shall be given in all cases to applicants for smaller loans if the need and credit standing for the applicants are nearly equal. By-law 85 The credit committee may require an applicant to appear before it personally to be interviewed in respect of his/her application for a loan. By-law 86 Loans may and shall whenever possible be given as an authority for the member to buy and charge the society where it is assisting members to acquire goods for commodities. All such authority shall be signed and sealed and shall state that they are good for payments only if returned to the society within fourteen days of the date of signing. By-law 87 The loan repayment form shall clearly state the amount of the loan, the rate of interest, the terms of repayments, and the security if any. By- law 88 All normal loans will be assessed and approved by the Credit Committee and the maximum repayment period will be four years which will be reviewed from time to time. By-law 89 Loans may be granted to Executive officers, Committee members and employees of the society who are members only if:- a) The loan complies with the by-laws and is not on terms more favorable than those extended to other borrowers. 34

35 By-law 90 By-law 91 By-law 92 By-law 93 By-law 94 By-law 95 b) The loan is approved by the credit committee and thereafter by the managing committee. c) The applicant takes no part in the consideration of his application and does not sit in the credit or management Committee meeting at the time his application is considered. No loan shall be made to any member in excess of 5% of the society s total capital and reserves. SECURITY FOR LOANS The credit committee shall ask for such security to loans as it may consider necessary. The shares and deposits of a member may be taken as security. No executive officer, or member or the managing, credit or supervisory committee shall act as endorser, guarantor or co maker for borrowers from this society A borrower or guarantor may apply to the credit committee for a change of guarantor REPAYMENTS OF LOANS Payments will be effected through the check off system. However one may on any day on which the society is open for business, repay his loan in whole or in part prior to maturity. The re-financing of a loan balance, or any request for an extension of time in which to pay shall be agreed to by the Central Management Committee only in the most exceptional circumstances. Any extension so granted shall be treated as though it was a new loan and an extension agreement shall be executed and signed. 35

36 By-law 96 By-law 97 By-law 98 By-law 99 Refinancing will be subject to availability if funds At every regular meeting of the managing committee, the item LOANS shall appear on the agenda. At the meeting the Treasurer shall presents an up-to-date listing and status of borrowers showing among other things:- - Name of the Borrower - Account number - Date of loan - Repayments status - Unpaid balance of loan - Borrowers share balance - Security, guarantors if any Any loan more than three months overdue will be recovered from the guarantors. CASH RESERVE Except otherwise authorized by the Commissioner, a Cash Reserve shall be maintained of not less than 10% of the total share capital for the specific purpose of meeting requests and other emergency payouts. The Cash Reserve shall consist of cash in hand, the current account, the Society Savings Account and Fixed Deposits. FOSA ACTIVITY The Front Office activity shall operate as per the Act, Rules and bylaws. It shall:- a) Maintain a minimum liquidity of ten percent of the deposits b) Maintain a minimum capital adequacy and reserves at ten percent of its total liabilities. c) Maintain such other prudential standards as may be directed by the commissioner in writing from time to time 36

37 d) Make provisions for bad and doubtful debts before any surplus is declared e) Ensure that the provisions of bad doubtful debts made under paragraph (d) of this sub-rule complies with such guidelines as may be prescribed by the commissioner By-law 100 COMMON SEAL The society may adopt and use a common seal. The seal may be a rubber stamp bearing the words seal of the Telepost Co-operative Savings and Credit Society Ltd. It shall be different from the ordinary name stamp of the society. The seal shall be securely under lock and key by the treasurer and shall be used only by, and in the presence of the officer authorized to sign documents on behalf of the society. By-law 101 FINES For the breach of these by-laws or instructions issued by the managing committee or for failure of a member to pay his obligation on time, the Defaulting member may be fined an amount not exceeding kshs. 20,000. By-law 102 DISPUTES Any dispute arising out of the by-laws or concerning business of the society which cannot be settled by the Central Management Committee or the delegates meeting shall be referred to the Cooperative tribunal. By-law 103 Incase of debts due to the society the tribunal may, at its discretion, determine these to be disputes and may act accordingly. In the case of debt due to or from past members the tribunal may 37