BY-LAWS

OF THE
NAMIBIA SAVINGS AND
CREDIT COOPERATIVE
LIMITED

Prepared by:
Milton Louw
Cellular: 081 688 1368
Email: [email protected]

Draft 4 October 2012

Contents
a)

Name................................................................................................... 3

b)

Address................................................................................................ 3

c)

Type..................................................................................................... 3

d)

Objectives:.......................................................................................... 3

e)

Nature of the Business........................................................................4

f)

Place of Business, Area of Operation and Intended Branches.............4

g)

Period of formation.............................................................................. 4

h)

Membership......................................................................................... 4

i)

Board of the Cooperative.....................................................................5

j)

Provisions Relating to the Holding of General Meetings....................10

k)

Share Capital..................................................................................... 13

l)

Keeping and Auditing of Accounts, Books and Records;....................15

m)

Signing Powers of Officers and Employees........................................16

n)

Rules Regulating Internal Affairs........................................................16

o)

Supervisory Committees of the Cooperative.....................................16

p)

Register of the members of the Cooperative.....................................17

a) Name
Namibia Savings & Credit Cooperative Ltd (as a primary cooperative)

b) Address
i.
Postal Address: Box 96308, Windhoek
ii.

Physical Address: Shop 29, Old Power Station, Windhoek

c) Type
Primary Service Cooperative operating as a Savings and Credit Cooperative
Limited

d) Objectives:
promote the economic and social interest of its members by providing
effective services to its members according to sound business principles;
have non-discriminatory voluntary membership;
be democratic and controlled by its members;
entitle every member to have one vote regardless of the number of
shares owned;
provide services primarily to members;
limit the dividends so most profits are kept for the functioning of the
cooperative; and
provide ongoing membership education.
To achieve its objectives, the cooperative shall:
1. Encourage savings among members. To encourage the saving habit,
the cooperative will offers two types of savings:a. Shares: All members are required to pay annual membership
dues (shares)at rates agreed by the members at the Annual
General Meeting
b. Deposits: Both current and fixed deposits will be offered to
cooperative members.
2. Provide loan services to members. The three types of loans provided by
the cooperative are:
a. Emergency loans: In crisis or emergency cases, a member may
borrow up to half of his/her monthly income, depending on the
cooperative financial status, without collateral. Repayment must
be made in a maximum of four instalments.
b. Ordinary loans: The cooperative can provide ordinary loans,
depending on its financial status and as stipulated by the AGM.
These loans can be between 4 to 15 times, of a members
monthly income.
c. Special loans: When the cooperative extends its services to
housing and investment purposes, a member may borrow the

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actual amount required for constructing or purchasing houses,
land and other permanent investments.

e) Nature of the Business

A Savings and Credit Cooperative Limited providing savings and loan facilities
and other financial services required by members.
(The Cooperative will operate as an e-money issuer.)

f) Place of Business, Area of Operation and Intended Branches

i.

Place of Business
Shop 29, Old Power Station, Windhoek

ii.

Areas of operation
Namibia

iii.

Place of intended operation

The first branch shall be in Windhoek. Branches shall be opened in any
Constituency in Namibia if so decided by the members at an Annual
General Meeting.

g) Period of formation
The Cooperative is formed for an unlimited period.

h) Membership
i.

ii.

iii.

Membership is voluntary and members must be:

a) at least 18
b) a citizen of Namibia, or ordinarily resident of Namibia
Membership Fee
a) Annual membership fee for one share is N$ 40.00 (Forty Namibian
dollars). The fee may be changed by a majority of the votes at an
AGM.
b) Members have an obligation to pay the full value of their shares
within three months of the AGM.
Termination or Suspension of membership
a) A member of the cooperative may, in writing, give six months notice
to terminate his or her or its membership of the Cooperative;
b) A member of the cooperative who has contravened or failed to
comply with a provision of the Cooperatives Act or these by-laws on

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more than two occasions or who refuses to comply with an
obligation he or she or it has undertaken or who or which has
committed misconduct towards the cooperative
i.
may, with a view to disciplinary action to be taken, be
suspended as a member by the board for any period not
extending beyond the date of the first annual general
meeting held subsequent to such suspension; or
ii.
may, by special resolution passed at a general meeting of
the cooperative a) be suspended for a period not exceeding three months,
but may at any time be reinstated by the board; or
b) be expelled from the cooperative.
c) A member of the cooperative shall not be expelled unless he or she
or it has been i.
given prior notice in writing of at least two months of the
grounds on which his or her or its expulsion is being considered;
and
ii.
afforded an opportunity at a meeting of the Board to adduce
facts or circumstances in rebuttal of any allegation against him
or her or it or to show cause why he or she or it ought not be
expelled;
d) Acts or Omissions which Constitute Misconduct
The Acts or Omissions which Constitute Misconduct of the Cooperative
shall i.
be approved by special resolution by the cooperative;
ii.
not be inconsistent with any provision of the Cooperatives Act.
e) Disciplinary Actions
The Disciplinary Actions of the Cooperative shall i.
be approved by special resolution by the cooperative;
ii.
not be inconsistent with any provision of the Cooperatives Act.

iv.

Rights, Duties, Liabilities and Obligations of Members of the

Cooperative
a) Rights
i.
Members hall have the right to attend the Annual General
Meeting
ii.
Members may exercise their right to vote on committees and
meeting resolutions
b) Duties
Members shall act in the interest of the cooperative when
representing the cooperative and its activities.
c) Liability
The liability of a member shall be limited to an amount equal to the
nominal value of the shares in the cooperative held by him or her or
it in so far as the amount has not been paid up.
d) Obligation
Members shall pay the membership dues as determined by the
Annual General Meeting.

i) Board of the Cooperative

i.

ii.

Remunerations and Allowances

A member of the Board shall receive no remuneration or allowances in
respect of his or her services as such a member other than a
honorarium authorized by a resolution passed at any general meeting
of the cooperative, but the Board may, in accordance with its estimates
of revenue and expenditure, authorize the payment to any member of
the Board of any actual expenditure incurred in connection with any
journey undertaken by him or her in connection with the functions of
the Board.

Qualifications of Members of the Board

A person shall not hold office as a member of a Board
a) unless he or she is a member of the cooperative;
b) unless he or she is 1 8 years of age or older;
c) if such person is the chief executive officer or any other officer in
the employ of the cooperative;
d) if such person is a corporate body or an unincorporated association
of persons: Provided that a corporate body or an unincorporated
association of persons may be represented on the Board by any
natural person duly elected thereto from persons nominated;
e) if he or she is a member of the National Assembly, the National
Council, a regional authority or local authority;
f) if he or she is in the service of any governmental body established
by or under any law which is funded, whether partly or wholly, out
of funds appropriated by Parliament and he or she has not obtained
the necessary permission to hold such office from the governmental
body concerned;
g) if his or her estate is sequestrated;
h) if he or she has at any time been removed from an office of trust on
account of misconduct;
i) if he or she has at any time been convicted of any contravention of
any provision of the Cooperatives Act in relation to the formation or
management of a cooperative or any offence involving dishonesty;
j) if he or she has within a period of five years prior to the date of
election or appointment of members of the Board been dismissed
fairly as an employee of a cooperative; or
k) if he or she has at any time been expelled as a member of a
cooperative.

iii.

Election of Members to the Board

At the AGM, the members present shall from amongst those members
present, by secret ballot elect a Chairperson, Vice-Chairperson,

7
Secretary and Treasurer and three additional members which shall
constitute the Board. If no woman is elected at the AGM, the Board
shall appoint a woman who is a member of the cooperative and any
such woman shall have all the rights, duties, liabilities and obligations
as if she were so elected.

iv.

Terms of office of the Board

a) The Board Members shall serve a term of one-year and at the last
ordinary meeting of a Board before each annual general meeting of
the cooperative, not fewer than one-third or more than two-thirds of
the total number of members of that Board, shall retire as members
of the Board, but shall i.
be eligible for re-election as any such members;
ii.
remain in office until such time as any of them or their
successors have been re-elected or elected, as the case may
be.
b) A member shall not be eligible for re-election for a period
exceeding nine consecutive years, but shall again be eligible after
the elapse of a period of two years after such period of nine years.

v.

Suspension from the Board

Any member of the Board that has not paid their membership dues will
be suspended from the Board until such dues are paid.

vi.

Expulsion
A member of the Board shall cease to hold office as a member the Board if
he or she a) no longer meets the Qualifications of Board Members as stipulated
in these by-laws;
b) has absented himself or herself from three consecutive meetings of
the Board without the leave of the Board;
c) resigns by notice in writing;
d) accepts any remuneration or allowances from the cooperative other
than a honorarium; or
e) is removed from office by special resolution by the cooperative and
in respect of which due notice has been given of the intention to
move such a resolution.

vii.

Filling of Casual Vacancies

a) Any vacancy on the Board arising from these circumstances and
every vacancy caused by the death of a member may be filled by
the appointment of any other competent person by the Board
through co-opting any other member of the Cooperative, and every

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member so appointed shall hold office for the unexpired portion of
the period of office of the vacating members.
b) In the event that the Board member being removed is the
Chairperson, Secretary or Treasurer, the remaining members shall
elect from themselves a person to fill the position.
viii.

Meeting procedures
a) A meeting of the Board of the cooperative shall be held on at least
four occasions during the financial year of the cooperative at a time
and place determined by the chairperson.
b) The chairperson shall on a reasoned request in writing by at least
one-third of the members of the Board or by the supervisory
committee of the cooperative convene a special meeting of the
Board.
c) A decision of the majority of the members of the Board present and
voting at a meeting of the Board, or such larger number of such
members so present and voting as may be determined in the bylaws of the cooperative, shall be a decision of the Board: Provided
that in the event of an equality of votes the chairperson shall, in
addition to his or her deliberative vote, have a casting vote.
d) No decision taken by the Board or act performed under the
authority of the Board shall be invalid by reason only of e) a vacancy on the Board;
f) the fact that a person who is not entitled to sit as a member sat as
a member;
g) the fact that a person who was entitled to be elected, appointed or
co-opted was not so elected or appointed or co-opted, at the time
when the decision was taken or the act was authorized, if the
decision was taken or the act was authorized by the requisite
majority of the members who were present at the time and entitled
to sit as members.
h) Minutes of Meetings of the Boards
i.
The Board shall cause minutes to be kept of all proceedings at its
meetings, to be entered as soon as may be possible, but not
later than the date of its next consecutive ordinary meeting, in
one or more books to be kept for that purpose at the registered
office of the cooperative.
ii.
The minutes of any meeting of the Board signed by the
chairperson of the Board shall in any court be prima facie proof
of the taking place of anything which according to such minutes
took place at such meeting.

ix.

Powers, Duties and Functions of the Board

The affairs of a cooperative shall be managed and controlled by the
Board, which shall, subject to the directions and control of the decisions
of the members taken at general meetings -

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a) exercise and perform the powers, duties or functions conferred or
imposed upon it by or under the Cooperatives Act or these bylaws
regulating the internal affairs of the cooperative; and
b) prepare and submit, for consideration and approval, to the
members of the cooperative at the annual general meeting of the
cooperative, a management report on its activities in relation to the
management of the affairs of the cooperative, including the audited
financial statements for the preceding year and a program of
activities and an estimate of revenue and expenditure for the
cooperative in respect of its next ensuing financial year.
x.

Liability of Members of the Board or Officers of the Cooperative

A member of the Board or its chief executive officer or any other
officer of the cooperative shall not be liable to any person in his or her
personal capacity for any loss or damage which may occur in or in
connection with the performance of his or her duties, unless a) the loss or damage is due to his or her wilful misconduct, dishonesty
or gross negligence or to the fact that he or she wilfully contravened
or that he or she refused to comply with a provision of the Act or the
by-laws or rules regulating the internal affairs of the cooperative
and such loss or damage is not covered by a fidelity guarantee
policy or any other similar policy taken out by the cooperative; or
b) the loss or damage is due to his or her reckless conduct, or conduct
which is or was intended to defraud any person or for any other
fraudulent purpose,
in which case he or she shall be liable in his or her personal capacity
without any limitations or liability.

xi.

Powers, Duties and Functions of the Chairperson

The Chairperson shall
a) specify the time and place of Board Meetings of the Cooperative
and these shall be held on at least four occasions during the
financial year;
b) In the event of an equality of votes at a Board Meeting, the
chairperson shall, in addition to his or her deliberative vote, have a
casting vote;
c) Sign the minutes of Board meetings that have been accepted by the
Board as a true reflection;
d) Act as the chairperson of any general meeting.
e) Be available for consultation during the audit process;
f) Submit to the AGM the management report, the programme of
activities and the estimate of revenue and expenditure of the
cooperative prepared by the board; and
g) Perform any other duty as stipulated by the Cooperatives Act.

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xii.

Powers, Duties and Functions of the Vice-Chairperson

When the chairperson of the board is absent or is unable to perform his
or her functions as chairperson, the vice-chairperson shall act as
chairperson during the absence or incapacity of the chairperson, or, if
both the chairperson and the vice-chairperson are absent or unable to
perform the functions of the chairperson, the board may elect any
other member to act as chairperson during such absence or incapacity,
and such member shall, while he or she so acts, have all the powers
and shall perform all the duties and functions of the chairperson.

xiii.

Powers, Duties and Functions of the Secretary

The Secretary of the Board shall be responsible (with the assistance of
the CEO) for the:
a) Compiling of the minutes of the Board Meetings, as well as at the
General Meetings;
b) Tabling and acceptance of the minutes at meetings; and
c) Perform any other duty as stipulated by the Cooperatives Act.

xiv.

Powers, Duties and Functions of the Treasurer

The Treasurer of the Board shall be responsible (with the assistance of
the CEO) for the:
a) Tabling of the management report, the programme of activities and
the estimate of revenue and expenditure of the cooperative at
meetings; and
b) Perform any other duty as stipulated by the Cooperatives Act.

xv.

Establishment of Subcommittees
The Board may establish Subcommittees as deemed necessary by a
majority of the Board. Each Subcommittee shall include at least:
a) one member of the Cooperative who is not a member of the Board;
and
b) one woman

xvi.

Powers, Duties and Functions of the Chief Executive Officer

a) The Chief Executive Officer (CEO) shall be responsible (under the
direct authority of the Board) for the conduct of its business as a
cooperative and who may, with the concurrence of the Board,
appoint such other natural persons as may be necessary to assist
the CEO in the discharge of his of her functions.

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b) The CEO shall not be eligible to be a member of the Board,
Supervisory Board or any Subcommittee of the Cooperative.
c) The CEO shall be the nominee of the Cooperative to the
Cooperatives Advisory Board of the Ministry.

j) Provisions Relating to the Holding of General Meetings

i.

Purpose of the Annual General Meeting

The Cooperative shall, as soon as possible after its registration, and shall
thereafter and within six months after the end of each financial year of the
cooperative, hold an annual general meeting of the members of the
cooperative so as toa) consider and approve or issue, such directives as it may deem
necessary or expedient - with due regard to the report of the
supervisory committee and the report of the auditor, the financial
state of affairs of the cooperative;
b) the management report, the programme of activities and the
estimate of revenue and expenditure of the cooperative prepared
by the board;
c) appoint a person or persons as the cooperative's auditor or
auditors. The auditors shall not remain the same for more than 5
consecutive years;
d) elect the members of the Board and the Supervisory Committee;
and
e) dispose of any other matters which shall or may in terms of the
Cooperatives Act be disposed of at an annual general meeting.

ii.

Notice Period for the Annual General Meeting

An annual general meeting shall, subject to subsection (i) above, be held
at a time and place determined by the board and shall be convened on the
authority of the board by giving each member of the cooperative at least
21 days written notice of the meeting.

iii.

Contents of the Notice of the Annual General Meeting

A notice referred to in paragraph (ii) shall, in addition to the time and
place of the meeting, state such business as may be determined by the
board to be considered at such meeting.

iv.

Business of the Annual General Meeting

No business other than the business stated in the notice referred to in
paragraph (ii) or business in respect of which notice has been given, not
later than seven days before the time referred to in paragraph (ii), to the
board by at least 10 members of the cooperative shall be considered at an
annual general meeting, except with the approval of at least two-thirds of
the members present at such annual general meeting.

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v.

Failure to convene the Annual General Meeting

If the board fails to convene an annual general meeting as provided for in
this section, the supervisory committee shall have the power to convene
an annual meeting as if it were the board and its chairperson were the
chairperson of the board.

vi.

Ordinary and extraordinary general meetings

a) A cooperative may, in addition to its annual general meeting, from
time to time hold ordinary general meetings and extraordinary
general meetings of its members in order to dispose of any matter
relating to the affairs of the cooperative which is not a matter to be
disposed of at an annual general meeting or of any matter dealt
with but not disposed of, at an annual general meeting.
b) An ordinary general meeting may as a routine procedure from time
to time be convened by the board of the cooperative as provided in
the bylaws of the cooperative.
c) An extraordinary general meeting shall be convened by the
chairperson of the board on a reasoned request in writing by i.
at least one-third of the members of the board of the
cooperative;
ii.
the supervisory committee of the cooperative;
iii.
at least one-tenth of all the members of the cooperative or, if the
cooperative has more than 400 members, by at least 40 of its
members, whichever is the lesser;
and shall be so convened by giving each member of the cooperative
at least 14 days written notice of the meeting.

vii.

Quorum for general meetings

a) A quorum for a general meeting of a cooperative shall be
constituted by at least
i.
one-half of its first 20 members; and
ii.
if the cooperative has more than 20 but not more than 100
members, a further one-quarter of the number of its members
above 20 in addition to the quorum referred to in paragraph (i);
and
iii.
if the cooperative has more than 100 but fewer than 1000
members, a further one-twentieth of the number of its members
above 100 in addition to the quorum referred to in paragraphs (i)
and (ii); and
iv.
if the cooperative has more than 1000 members, a further onefiftieth of the number of its members above 1000 in addition to
the quorum referred to in paragraphs (i), (ii) and (iii),
b) If within one hour from the time appointed for any general meeting
of a cooperative a quorum for such meeting is not present, a second
general meeting shall be deemed to be adjourned to a time, not
later than 15 days thereafter, determined by the chairperson of the
board.

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c) If within one hour from the time determined for an adjourned
meeting referred to in paragraph (b) above, a quorum for such
meeting is not present, the members present, not being fewer than
five, shall be deemed to constitute a quorum for such meeting:
Provided that no resolution shall be passed at such a meeting
relating to the conversion of the cooperative into a company or
close corporation, the winding up of the cooperative, or a matter
referred to in section 60 of the Cooperatives Act.
viii.

Chairperson of general meetings

a) The chairperson of the board of a cooperative shall act as the
chairperson of any general meeting.
b) When the chairperson of the board is absent from a general
meeting referred to in paragraph (a) above or is unable to perform
his or her functions as chairperson, the vice-chairperson of the
board shall act as chairperson during the absence or incapacity of
the chairperson, and if both the chairperson and the vicechairperson are absent or unable to perform the functions of the
chairperson, the meeting may elect any other member of the board
to act as chairperson during such absence or incapacity, and such
member shall, while he or she so acts, have all the powers and shall
perform all the duties and functions of the chairperson.

ix.

Minutes of general meetings

A cooperative shall cause minutes to be kept of all proceedings at its
general meetings and to be entered as soon as may be possible, but not
later than the date of the next annual general meeting or ordinary or
extraordinary general meeting, as the case may be, of the members of the
cooperative, in one or more books to be kept for that purpose at the
registered office of the cooperative.

x.

xi.

Voting rights of members

a) Every member of a cooperative who is not temporarily suspended
as a member in terms of the by-laws shall have the right to vote at
a general meeting of the cooperative.
b) A member present at a general meeting of a cooperative and
entitled to vote thereat shall have, where a vote is taken by way of
the show of hands or secret ballot, one vote irrespective of the
number of shares he or she or it holds.
Appointment of proxies
Once the cooperative has more than 1000 members, a member may
appoint, in a form approved by the Registrar of Cooperatives, any member
who is competent to become a member of the board as his or her proxy to

14
attend, speak and vote in his or her stead at a general meeting of the
cooperative: Provided that
a) a member shall not be entitled to appoint more than one proxy;
b) the same member shall not act as proxy to more than seven
members.

k) Share Capital
i.

ii.

Types of funds
The funds of a cooperative shall comprise a) moneys obtained by way of shares issued to members of the
cooperative;
b) moneys received by way of fees charged in terms of these by-laws
on admission of members;
c) moneys set aside in terms of the provisions of the Cooperatives Act
or these bylaws by way of capital reserve funds or deferred
expenditure funds out of the net surplus of the cooperative;
d) grants and donations;
e) moneys borrowed by way of loans from any person;
f) any other moneys received by the cooperative from any source.
Amount of Shares and their Division into Shares
The Cooperative shall have shares to the value N$ 4,000,000.00 (four
million Namibian dollars) and this shall be divided into 100,000 shares
with a value of N$40.00 each.

iii.

Share Capital Increase or Reduction

The shares capital may only be increased or reduced by resolution passed
by more than two-thirds of the members at a general meeting.

iv.

Regulations Regarding Shares

a) Each member shall hold at least one share.
b) The share price shall be paid together with the application for
shares.
c) No member shall hold more than one-fifth (20%) of the share capital
of the cooperative.
d) If a member resigns, or is expelled, the value of the shares owned
by the ex-member shall be paid to the ex-member within 90 days
of their resignation or expulsion.

v.

Utilisation of Funds
The funds of the cooperative must be used for the purpose of reaching the
objectives of the cooperative.

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vi.

Net Surplus Distribution

a) If a loss is incurred during any financial year the net surplus in any
succeeding financial year or years shall not be distributed to members
until such time as such loss has been recovered.
b) The Cooperative shall not distribute to its members out of its net
surplus an amount equal to at least 20 percent of such net surplus, but
i.
shall a) issue bonus shares in respect of such amount to its members; or
b) set aside an amount equal to at least five percent of such
amount in a capital reserve fund or a deferred expenditure fund.
or
ii.

may utilize the balance of the amount referred to in paragraph (b)(i)

(b) as capital in the business of the cooperative, or cause it to be
invested in a manner approved by resolution by the members of the
cooperative at a general meeting.
c) The balance of the net surplus of a cooperative remaining after the 20
percent has been utilised and any surplus carried forward from
preceding years may be utilised in one or more of the following ways,
namely i.
to pay bonuses to each member of the cooperative in such
proportion as the proportion which the value of the transactions
conducted by each such member with the cooperative during the
financial year in question bears to the value of the transactions
conducted by all members with the cooperative during such
financial year;
ii.
to pay interest to the members of the cooperative on amounts paid
up on shares which shall not exceed the rate of interest determined
in terms of section 35(a) of the State Finance Act, 1991 (Act 31 of
1991) in respect of loans granted as a charge against the State
Revenue Fund;
d) to pay incentive bonuses to the employees of the cooperative;
e) to fund any special funds established by or under the by-laws of the
cooperative;
f) to make grants, donations or other contributions to charitable
institutions to a total amount not exceeding 10 percent of the net
surplus derived in the immediately preceding financial year of the
cooperative;
g) to pay honoraria to members of the board;
h) to pay up bonus shares for allocation to the members of the
cooperative
i) for any other purpose provided that this purpose is stipulated for in
these by-laws.

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vii.

Conditions Regarding Loans

The board shall not obtain any loan exceeding an amount determined by
resolution at a general meeting of the cooperative, except with the prior
approval of the members granted by resolution at a general meeting.

viii.

Conditions Regarding Investments

The board shall not invest any amount exceeding an amount determined
by resolution at a general meeting of members of the cooperative, except
with the prior approval of the members granted by resolution at a general
meeting.

l) Keeping and Auditing of Accounts, Books and Records;

i.

Financial year
The financial year of a cooperative shall be a year ending on the last day
of February.

ii.

Annual auditing
The cooperative shall cause its accounting records and annual financial
statements to be audited annually within a period of four months after the
end of its financial year.

iii.

Keeping of accounting records

A cooperative shall keep, in accordance with general accepted accounting
principles, such accounting records as are necessary fairly to reflect the
state of affairs and business of the cooperative and to explain the
transactions and financial position of the business of the cooperative,
including a) records showing the assets and liabilities of the cooperative;
b) a register of fixed assets showing in respect of each asset the date of
acquisition, the cost price or, if it stands in the cooperative's books at a
valuation, the amount of the valuation, depreciation, if any, the date of
disposal and the consideration received in respect thereof, and in the
case of immovable property a valuation may be done once every three
years, and in the intermediate 2 years an estimate shall be sufficient;
c) records containing daily entries in sufficient detail of all cash received
and paid out and of the matters in respect of which cash is received
and paid out;
d) where the business of the cooperative involved dealings in goods,
records of all goods sold and purchased;
e) where the business of the cooperative involved dealings with members
and non-members, separate accounts in respect of business with
members and non-members; and
f) statements of an annual stocktaking.

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iv.

Annual financial statements

A cooperative shall in respect of each financial year of the cooperative
cause financial statements to be made out. The financial statements shall
consist of a) a balance sheet dealing with the assets and liabilities of the
cooperative;
b) an income statement or any similar financial statement dealing with
the surplus or losses of the cooperative;
c) a board's report; and
d) an auditor's report.

m) Signing Powers of Officers and Employees

The Chief Executive Officer shall be authorised to sign all documents on
behalf of the cooperative (under the direct authority of the Board) in
execution of his or her duty as stipulated by these by-laws.

n) Rules Regulating Internal Affairs

The Rules regulating the Internal Affairs shall a) be approved by special resolution by the cooperative;
b) not be inconsistent with any provision of the Cooperatives Act.

o) Supervisory Committees of the Cooperative

i.

Composition of the Supervisory Commission

The Supervisory Committee shall consist of a chairperson and at least two
other members of the cooperative, elected by secret ballot elect at the
Annual General Meeting in the same manner as the election of the Board.

ii.

Non-eligibility
A member of the Board or the chief executive officer or any other officer in
the employ of a cooperative shall not be eligible for election as a member
of the supervisory committee.

iii.

Meetings
A meeting of the supervisory committee shall be convened by its
chairperson at the request of the majority of its members.

iv.

Minutes
a) The chairperson shall cause minutes to be kept of the proceedings at a
meeting of the supervisory committee which shall from time to time be
made available to the Board.
b) The Board shall cause the minutes of meetings of the Board to be
made available to every member of the supervisory committee at the

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same time as such minutes are made available to the members of the
Board.
v.

Functions of the Supervisory Committee

It shall be the functions of the supervisory committee a) to monitor, as a body independent from the Board, the activities of the
Board; and
b) to report at least once in every financial year to the members of the
cooperative at the annual general meeting of the cooperative on the
manner in which the Board or any of its members or the chief
executive officer or any other officer in the employ of the cooperative
have exercised their powers or performed their duties or functions and
whether or not such powers, duties or functions have been exercised or
performed effectively and in the interest of the cooperative.

p) Register of the members of the Cooperative

The cooperative shall keep and maintain at its registered office a register of
members in which shall, in so far as it may be applicable, be entered i.

ii.
iii.
iv.
v.
vi.
vii.

the names, gender, identity numbers and addresses of its members or, if
any one of such persons is a cooperative or a corporate body, its
registration number;
the date on which each member became a member;
the number of shares held by each member;
the value of each share so held;
the date on which the membership of any such member has terminated;
the date on which any shares held by a member have been transferred
and the person to whom it has so been transferred;
any such other particulars as may be prescribed or which are in terms of
these by-laws required to be so entered.