- In these byelaws unless there is anything repugnant to the subject or context:-
- “Act” means “The Kerala State Co-operative Societies Act 1969” and “Rules” means “The Rules issued under the above Act.”
- The word “Federation” means the Kerala State Co-operative Consumers` Federation Limited.
- “Affiliated Society ” means a District Wholesale Consumer Co-operative Store Limited admitted as a member of the Federation.
- Words and expressions defined in the Act and Rules shall have meanings assigned to them in the Act and Rules.
- The name of the Federation shall be “The Kerala State Co-operative Consumers` Federation Limited”
- The registered office of the Federation will be in any convenient place in Ernakulam District
AREA OF OPERATION :
- The area of operation of the Federation shall be the State of Kerala
- The objects of the Federation are primarily to co-ordinate and facilitate the working of affiliated societies and to assist in the promotion, organization and development of consumer co-operation and with that end in view :
- To make bulk procurement of consumer goods and supply to affiliated and or other co-operative societies and arrange for proper storage, packaging, grading and transport of such goods.
- To function as agents for the distribution of consumer goods and to import consumer goods whenever necessary
- To establish and run manufacturing and processing units for the production of consumer goods in collaboration with other co-operatives or directly by itself
- To build cadres of employees of affiliated co-operative societies
- To render technical guidance and assistance to affiliated societies in grading, packaging, standardisation , bulk buying , storing, display , pricing and other business techniques and also in management methods to improve and increase their operational managerial efficiency.
- To advice and assist affiliated societies in standardising the accounting and stock control methods and practices
- To supervise the working of affiliated societies
- To hold seminars. Conferences, meetings and undertake publicity. propaganda and education campaigns and similar other functions as may help the development of consumer co-operative movement within its area of operation
- To arrange for the training of employees of consumer co-operatives in co-ordination with and with the assistance of other concerned agencies
- To collect and diseminate market intelligence and other information relating to the business of consumer co-operatives
- To assist affiliated societies in securing financial accommodation from Government , State Bank of India, State and Central Co-operative Banks and from other commercial banks or financial agencies.
- To function as agents of insurance companies including co-operative insurance society and Life Insurance Corporation.
- To conduct retail branches at District Head Quarters wherever found necessary with the permission of the Government.
- In furtherance of the above said objects the Federation shall be at liberty :
- To receive share capital, loans and grants from Government and other co-operative agencies , and loans and deposits from Banking Companies and other agencies approved by the Registrar
- To accept agency of any person or firm or Government for wholesaling in consumer goods.
- To establish business relations with marketing processing and industrial co-operatives
- To become member of the State Co-operative Bank, National and State Level Co-operative Federations and Unions
- To acquire land, buildings , vehicles , factories, work shops and machinery and equipments
- To create a cell of technical personnel
vii To set up a committee or cell for selection appointment and control of the cadre of employees of affiliated societies
viii To undertake management of affiliated societies where necessary on such terms and conditions as may be mutually agreed to between the Federation and the affiliated societies.
ix To undertake with the approval of the Registrar such other activities as are incidental and conducive to the attainment of its objects and calculated to help the development of consumer co-operative movement.
- Membership of the Federation shall be open to the following in its area of operation
- District Wholesale Consumer Co-operative Stores
- The State Government
- Primary Co-operative Stores or Societies having Consumer wing who may be admitted as Associate Members with the approval of the Registrar.
- Every District wholesale Consumer Co-operative Store on admission shall pay Rs.100/- as admission fee which shall not be refundable and shall hold at least twenty shares of the value of Rs.500/- each and every associate member Rs.25/- as admission fee which shall not be refundable and shall hold at least one share of the value of Rs.100/- each
- Application for admission as a member shall be made to the Managing Director in the form, if any, prescribed for this purpose. Every Co-operative Wholesale Store qualified for membership , in accordance with the byelaws, shall, on application , be admitted to membership of the Federation by the Board of Directors, provided that it shall be open to the Board to refuse admission to any applicant for good and sufficient reason to be recorded in writing and communicated to the applicant. An applicant who is refused admission or to whom the decision of the Board of Directors on the application for admission has not been communicated within a period of 15 days from the date of the decision shall have a right of appeal to the Registrar, whose decision shall be binding on the Federation.
- Associate members shall have all the rights and obligations of ordinary members but shall not have the right to participate and vote in the General Body Meetings
10. An affiliated society may, by a resolution of its Managing Committee, authorise a member of the Managing Committee to act as its representative and the member so authorised shall be entitled to exercise the same powers on behalf of the society which he represents as that society could exercise as a member of the Federation.
CESSATION OF MEMBERSHIP :
11.Membership of the Federation shall cease :
- On cancellation of registration of the member society or losing qualification for membership.
- If the member society resolves to disaffiliate itself, provided that such resolution is communicated in writing to the Federation and accepted by its Board of Directors.
- If a member transfers all the shares held by it to another member or ceases to hold the minimum number of shares prescribed in the bye law No: 7 subject to the condition that the transfer shall not be operative unless it is sanctioned by the Board of Directors, and that no affiliated society shall be permitted to withdraw any of the shares held by it in the Federation.
- A member society may be expelled if it persistently defaults or fails to carry out its obligations to the Federation , deliberately commits serious breach of the rules or byelaws, willfully deceives the Federation by false or fictitious statements and documents, or does any act which is likely to be injurious to the credit, reputation or stability of the Federation. Before the expulsion , the member society concerned shall be given an opportunity to explain the position and if the Board of Directors of the Federation rejects the explanation , the aggrieved member society shall have the right of appeal to the Registrar within a period of two months (from the date of communication of the rejection of the explanation ) and the decision of the Registrar shall be binding on the Federation.
- A member on withdrawal, whether voluntarily or through action of the Federation shall, subject to the rules of the Federation, have no claim on the Reserve Fund or any other funds or property of the Federation.
- The liability of the members for any deficit in the assets of the Federation on liquidation shall be limited to the face value of other subscribed shares.
- The funds of the Federation may be raised by one or more of the following modes :-
- Issuing shares and taking annual subscription or contribution from members
- Taking loans and advances from Government , Co-operative financing agencies and the State Bank of India and other financing agencies
- Donations, grants, subsidies from Government and recognised organizations.
- Accumulation of realised profits
- Accepting deposits from all types of co-operative banks and other agencies.
The funds of the Federation, where not employed in its business, shall be deposited with banks approved by the Registrar for the purpose
SHARE CAPITAL :
- The authorized Share Capital of the Federation shall be Rs.100.00 crores (Rupees One hundred crores only)consisting of 19,800 ‘A’ Class shares of the value of Rs.500/-each to be subscribed by affiliated District Wholesale Stores, 19,80,000 ‘B’ Class shares of the value of Rs.500/-each to be subscribed by Government and 1,000 ‘C’ Class shares of the value of Rs.100/-each to be subscribed by the Associate members as in clause 6 (iii)of this Byelaws
- Shares shall not be withdrawn or transferred unless held for three years provided that the shares held by Government may be retired within such period as may be decided by Government.
- The Federation shall have the right to set off any money due on any account from the Federation to a member in payment of any sum which it owes to the Federation or for which it stands surety.
- a. The Federation may borrow, in accordance with the provisions of the Kerala Co-operative Act and Rules, from members and non-members and all borrowings shall be subject such restrictions as the Board of Directors may impose.
- The rate of interest on loans and advances shall be determined from time to time by the Board of Directors
- The total borrowings of the Federation shall not at any time exceed 80 times the paid up Share capital plus Reserve Fund. This limit shall not however include any advances taken on the security of goods pledged with the Co-operative and other banks.
GENERAL BODY MEETING :
- The supreme authority of the Federation shall vest in the general body of the Federation. It shall be convened at least once a year as provided in the Kerala Co-operative Societies Act and Rules.
- The General Body shall consist of one delegate from each of the affiliated District Wholesale Stores, five nominees of the Government in accordance with clause 24 (i) of this byelaws, Managing Director of the Federation and Registrar of Co-operative Societies. An affiliated society can withdraw its delegate at any time and send another instead. A delegate ceasing to be a director of the affiliated society which he/she represents, shall cease to represent it in the Board of Federation.
- The instrument appointing a delegate shall be in writing and in such from as may from time to time be determined by the Board of Directors and shall be deposited at the registered office of the State Federation before the time fixed for holding the meeting at which the delegate named in the instruments proposes to vote.
- A special general meeting may be called at any time by the Board of Directors on receipt of a requisition from three fourth of the total number of members or at the instance of the Registrar or any persons authorised by him
- The date , time and place of the meeting shall be announced at least 7 days clearly in advance.
- The presence of at least five or 1/3 of the Directors whichever is greater shall be necessary for the disposal of any business at a General Body meeting. The Chairman of the General Meeting shall have a casting vote in the event of equality of votes. No proxies shall be allowed.
- The President or the Vice President or in their absence one of the other delegates elected for the purpose shall preside .
- The duties and powers of the General Body are :
- To constitute the Board of Directors , to suspend or remove members of the Board of Directors other than the nominated Directors and the Managing Director.
- To receive from the Board of Directors a report on the preceeding year’s working, together with a statement showing the receipts and disbursements and the Trading Account and the Profit and Loss Account for the year and the Balance Sheet as at the last day of the year
- To consider the audit certificate , inspection note of the Registrar or other Departmental Officers and any other communication from the Registrar
- To consider disposal of profits in accordance with the Act notified Rules, and Byelaws and approve the budget for the next year.
- To approve the programme of work for the next year.
- To lay down for the guidance of the Board of Directors General Policy for the conduct of business and production activities to be undertaken by the State Federation for the benefit of affiliated societies.
- To determine the nature and extent of promotional activities and other assistance programme for affiliated societies to be undertaken by the State Federation.
- To fix subject to the approval of the Registrar, the maximum liability to be incurred during the following year in loans and advances.
- To amend the byelaws , subject to the sanction of the Registrar
j. To consider procedural matters relating to election of the Board of Directors
- To consider any other business
22. All business discussed or decided at a general body meeting shall be signed by the Chairman of the Meeting.
- Amendments of the byelaws shall only be carried out by a majority of not less than 2/3 of the members present in a general body meeting , provided that due prior notice of the intention to discuss such amendments in this meeting has been given. Such amendments shall be forwarded to the Registrar for registration within a period of “ one” month from the date of the General Body meeting.
All other questions before the General Body meeting shall be decided by a simple majority of votes.
BOARD OF DIRECTORS
24. i. The total number Board of Directors of Federation shall not exceed 21 and the constitution of the Board shall be as shown below:
- One delegate from each affiliated District Wholesale Stores.
- Three ‘Vanitha’ members nominated by Government
- One ‘SC/ST’ member nominated by Government.
- Registrar of Co-operative Societies.
- Managing Director of Consumerfed
- Remaining one vacancy in the Board shall be filled through nomination by Government.
Over and above
- The Board of Directors in office shall co-opt two persons as technical experts who are having expertise in the field of Banking, Management, Finance or in any other field relating to the object and activities undertaken by the Federation, to act as Ex-officio members.
ii. The term of office of the Director Board shall be five years from the date of election. The nominated Directors shall also retire on the same date.
iii. The members of the Board of Directors constituted by the General Body as per byelaw shall in a meeting called for the purpose elect from amongst the Directors other than the Managing Director, a President and a Vice President.
The strength of the General Body and that of the Board of the Directors are the same and so there is no question of election of a Board by the General Body. So the General Body shall constitute the Board of Directors as and when required as per the byelaws of the Federation.
iv. The meetings of the Board of Directors shall be held when necessary and may be called at any time by the President or the Managing Director, and shall be called on receipt of a requisition from four members of the Board of Directors or from the Registrar , or any person authorised by him .
- A member of the Board of Directors shall cease to hold office if he.
- Ceases to be a director of the affiliated society he represents or the affiliated society which he represents ceases to be a member of the Federation
- Applied for insolvency or is declared insolvent or the society he represents is dissolved.
- Becomes of unsound mind
- Is convicted of any offence involving dishonesty or moral turpitude.
- Resigns and his resignation is accepted by the Board.
- Fails, without reasonable excuse to attend three consecutive meetings of the Board.
- The Board shall exercise all the powers of the Federation except those reserved for the general body and in particular shall have the following powers and duties.
- To admit new members, raise and invest funds and observe in all the transactions of the Federation the provisions of the Act, Rules and byelaws.
- To maintain true and accurate accounts of all money received , expended and all stock bought or sold and keep register of members correct and up to date.
- To determine the annual rate of subscription from members when necessary.
- To keep true account of assets and liabilities of the State Federation
- To prepare and lay before the general body the annual trading account, profit and loss account and audited balance sheet and the programme of work for the next year.
- To examine the accounts, sanction contingent expenditure and supervise the maintenance of the prescribed registers.
- To consider the inspection notes of the Registrar and take necessary action.
- To issue and transfer shares.
- To arrange for recovery of dues, if any.
- To summon general meetings in accordance with bylaws.
- To contract loans subject to any restrictions imposed by the Registrar or general body.
- To appoint the Managing Director of the Federation and the officer next in rank to him and exercise control over them including punishment and removal from office with not lees than two third majority vote subject to the approval of the Registrar and to sanction other posts and approve the appointment of other staff made by the Managing Director and make arrangements for the administration of the managerial cadre of affiliated societies.
- To institute, conduct, defend compromise, refer to arbitration or abandon legal proceedings by or against the Federation or the Board of the employees.
- To acquire shares in co-operatives approved for the purpose on behalf of the Federation.
- To lay down general policy of business, to direct and control the affairs of the Federation and draw up programme of business, production, technical help for affiliated societies.
- To lay down the duties and responsibilities of the Managing Director.
- To construct, purchase, take on hire or otherwise acquire godowns, trucks, machinery or other property considered necessary for carrying out the business of the Federation and enter into contract for the purpose.
- To undertake propaganda by advertising and education campaigns and arrange training of employees of affiliated societies.
- To plan for procurement of commodities, storage and distribution thereof and also arrange for processing and manufacturing of consumer goods whenever necessary and possible.
- To arrange for the safe custody of books and records and the property of the Federation including stock in trade, and to maintain them in a good state and where necessary to arrange for their insurance.
- To arrange for supervision of affiliated wholesale stores and lay down rules for the purpose with the approval of the Registrar.
- To transact all other business incidental to and necessary for the management of the State Federation.
- To record proceedings of any meetings of the Board/ Committee which shall be signed by the Chairman and the Managing Director.
- To appoint from amongst it’s on members various committees for efficient conduct of business. The committees shall, in the discharge of the functions entrusted to them, confirm in all respects to these byelaws and to the instructions given by the Board.
MEETING OF THE BOARD OF DIRECTORS:
- The Board of Directors shall meet at least once in every two months and as often as may be necessary.
- Notice of meetings of the Board of Directors shall be sent to every Director at least seven clear days before the date of the meeting.
- The President of the Federation shall preside over all meetings at which he is present. In the absence of the President, the Vice President shall take the Chair or in his absence the Directors present shall elect one amongst them to preside over the meeting.
- The quorum for a meeting shall be five or 1/3 of the total number of Directors whichever is greater.
- Every resolution at a meeting shall be decided by majority of votes and if the votes be equal the presiding Director shall have a second or casting vote.
- Any three directors may requisition a special meeting of the Board of Directors.
- Every director present shall sign his name in a book to be kept for that
- The Directors will be paid sitting fee for attending Board Meeting and T.A for journeys performed in connections with the business of the Federation according to the rates fixed by the Board of Directors and approved by the Registrar.
28 Appointment of the Managing Director.
The Board of Directors, subject to the prior approval of the Registrar, may appoint a Managing Director. The Managing Director shall be an ex-officio Director of the Board of Directors.
- Powers and duties of the Managing Director
- Generally to conduct the business of the Federation and to implement the policy and programme laid down by the Board of Directors for the purpose.
- To supervise and direct the day to day business of the State Federation in accordance with the policy laid down by the Board of Directors and appoint such staff as may be necessary for the purpose with the approval of the Board.
- To sign on behalf of the Federation in the conduct of its correspondence.
- To exercise control and supervision on the staff of the Federation, including punishment removal from office subject to the appeal to the President.
- To receive all money on behalf of the Federation and to issue receipts there for subject to the provisions, under the bylaw 34 and pay all costs of management and working expenses out of the funds of the Federation according to the decision of the Board.
- To conduct negotiation and make arrangements for the purchase and sale of goods, their proper storage etc. as may be entrusted to him by the Board.
- To maintain proper and accurate records and accounts of the working of the Federation.
- To call meetings of the Board of Directors as may be necessary with the approval of and under the instructions of the President or in his absence of the Vice President for proper conduct of business.
- To perform such other duties as may be assigned to and prescribed for him by the Board of Directors.
- a. The Federation shall carry on such wholesale trade as may from time to time be decided on by the Board of Directors.
- Sales shall ordinarily be made only to the affiliated societies.
- At the end of each quarter, stock shall be taken and necessary depreciation allowed by the Board of Directors.
REGISTERS AND BOOKS OF ACCOUNTS:
31. The Managing Director shall cause proper books of accounts registers and other documents to be maintained as may be prescribed by the co-operative societies Act and Rules or by the Registrar.
32. Copies of the byelaws and the Balance Sheet shall be supplied free on demand to any member. The last balance sheet shall be open to public inspection during office hours on all working days.
- Receipt shall be issued for all moneys paid to the Federation. For moneys paid by members the receipts shall be signed to the Managing Director or any member of the office establishment whoever is authorized by the Board of Directors to discharge the function. In the case of borrowing from non-members or from other societies/institutions/ Government the receipts or bond shall be executed by the Managing Director and at least two other members of the Board of Directors of whom the President or Vice President shall be one.
INTERNAL AUDIT AND CHECK:
- The Board of Directors shall arrange for such internal audit and supervision as they may deem proper and as may be directed by the Registrar.
DISTRIBUTION OF ANNUAL NET PROFITS:
35 a. Not less than 15% of the net profit shall be carried to the Reserve
b. Contribution to the Co-operative Education Fund as provided in
the Act and Rules
c .Dividend on shares not exceeding 10 % per annum may be paid
- A sum equal to 10 % of the net profit may be carried to a bad debt reserve.
i. 5% of the net profit to Professional Education Fund
ii. 10% of the net profit to the Co-operative Member Relief Fund
- A sum equal to 10% of the net profit shall be transferred to price fluctuation fund
- The remaining amount, if any, may be allotted to any or all of the purposes detailed below.
i. Common – good fund
ii. Share transfer fund
iii. Bonus to Employees
- Price fluctuation fund and any other fund required for the business of the State Federation.
36.The rebate on purchases by member societies shall be paid according to the rules framed by the Board of Directors
37.Allocation and distribution of profits shall be made only after the annual audit , and no dividend shall be paid otherwise than out of realized net profits, and certified as such by the auditor.
38.The Reserve fund is indivisible, and no member is entitled to claim a specified share in it.
39.Any dispute define in the Co-operative Societies Act which cannot accordingly be decided by the Board of Directors shall be referred to the Registrar in the manner prescribed by the Act and the Rules
40.The Federation may be wound up in accordance with the provisions of the Act and the Rules
41. i. The Federation shall prepare annually in such form as may be specified by the Registrar.
A statement showing the receipt and disbursements for the year
- A trading Account
- A profit and Loss Account
- A Balance Sheet and
- Such other statements as may be required by the Registrar
- These statements shall be made upto 30th June and a copy of each shall be sent to the Registrar within fifteen days after the close of Co-operative year ending 30th June. After the Registrar or the Auditor authorized by him as verified the statement and granted his audit certificate, the Federation shall publish such of the statements as he may direct in the manner specified by him.
- All matters not specifically provided for in these byelaws shall be decided according to the provisions of the Act and Rules and if there be no provision in the Act and Rules applicable to such matter, then the subject may be decided in such manner as may be directed by the Registrar . Should any doubt arise as to the interpretation of the Act, Rules and the Byelaws, the Board of Directors shall refer the matter to the Registrar, whose decision shall be final.
- The provisions of these byelaws shall prevail whenever there is any conflict between these byelaws and those of affiliated societies.
- The service conditions of the employees other than those on deputation shall be governed by special rules formed under the Act and Rules.
- The President may be paid honorarium at the rate fixed by the Board of subject to the approval of the Registrar of Co-operative Societies.
CERTIFICATE OF REGISTRATION.
I do hereby certify that the Kerala State Federation of Consumers’ Co-operative Wholesale Stores Ltd No.4328 has been registered by me on the basis of limited liability under Section 10 of the Travancore-Cochin Co-operative Societies Act 1951 (Act X of 1952). The byelaws of the Federation as registered by me are appended to this certificate. The Federation is authorized to start work.
Office of the Registrar of Sd/-
Co-operative Societies, Registrar of Co-operative Societies
Thiruvananthapuram-4-9-1965 Registrar of Co-operative Societies
Round Seal of the office of
Registrar of Co-operative Societies
PROCEEDINGS OF THE REGISTRAR OF CO-OPERATIVE SOCIETIES, KERALA, THIRUVANANTHAPURAM
No. CS (1) 21084/91 Dated-22.10.92 Dated:22.10.92
Sub:-Kerala State Co-operative Consumer Federation –Declaration as Apex Society- Orders issued.
Read:-1.Decision No. I dated 15.4.1992 of the Administrator of the Kerala State Co-operative Consumer Federation.
2.No.AD2/BL/91-92/88 dated 20.4.1992 of Managing Director of Federation.
The Kerala State Co-operative Consumer Federation Ltd.No.4328 is hereby declared as an Apex society under section 2 (a) of the Kerala Co-operative Societies Act 1969 (Act 21 of 1969).
REGISTRAR OF CO-OPERATIVE SOCIETIES
The Kerala state Co-operative Consumer Federation .
1.Joint Registrar of Co-operative Societies, Ernakulam
2.Deputy Registrar (Audit) Ernakulam
3.Managing Director, Kerala State Co-operative Bank
4.The State Co-operative Union, Thiruvananthapuram
5.Additional Registrar (Audit) of this office
FOR REGISTRAR OF CO-OPERATIVE SOCIETIES