1. NAME OF THE SOCIETY:

The society shall be called Green Earth AgroCooperative Society Ltd

2. PRINCIPLE PLACE OF BUSINESS AND REGISTERED OFFICE:

(i) The Society shall have a principal place of business which shall be the registered office of the society. The Headquarter of the society shall be at “3/170 Vishwas Khand Gomti Nagar Lucknow-226010”

(ii) Any change in address shall be notified to the Central Registrar within 15 days of its change and also published in local newspaper and shall be made by an amendment of its bye-laws after following the procedures laid down in Sec. 11 of the Multi State Coop. Societies Act 2002.

3. AREA OF OPERATION:

The area of operation of the society shall be confined to the states of Uttar Pradesh and Uttarakhand.

4. DEFINITIONS:

(As per Section 3 of MSCS Act, 2002)

The words/expressions appearing in these bye-laws shall have the following meaning unless otherwise provided:

(a) Act” or “MSCS Act” means the Multi-State Cooperative Societies Act, 2002 as amended from time to time.

(b) Rules” means the Multi-State Cooperative Societies Rules, 2002 made under this Act, and
amended from time to time.

(c) Central Registrar” means the Central Registrar of Cooperative Societies appointed under the provisions of the Multi State Cooperative Society Act, 2002.

(d)
“Bye-laws” means
the Bye-laws of Green Earth Agro Cooperative
Society Ltd
for the time being in force which have been duly registered or deemed to have
been registered under this Act and includes amendments thereto which have been
duly registered or deemed to have been registered under MSCS Act, 2002;

(e)
“Delegate” means a person who is duly appointed/elected by the
members of the society or part thereof in accordance with its bye-laws as its
representatives to the General Body of the society or a person who is duly
authorised by the Board of the member society to represent the society in
General body of the society of which the society is a member.

(f)
“General Body” means
all the members of the society.

(g)
“Board” means
the Board of Directors of the Society.

(h)
“General Meeting”
means a meeting of the general body of the society and includes special general
meeting;

(i)
“Chief Executive”
means the Chief Executive/Managing Director of the Green
Earth Agro
Cooperative Society Ltd appointed
under section 51 of MSCS Act, 2002;

(j)
“Officer” means
a Chairman, Vice-Chairman, Chairperson, Vice-Chairperson, Chief Executive/ Managing
Director, Secretary, Treasurer, Director, Members of the Board, Liquidator and
Administrator appointed under Section 123 and includes any other person
empowered under Multi State Cooperative Societies Act or the rules or the
Bye-laws to give direction in regard to business of the Multi State Cooperative
Society.

(k)
“Member” means a
person joining in the application for the registration of a Multi-State
Co-operative society and includes a person admitted to membership after such
registration in accordance with the provisions of MSCS Act, the rules and the
bye-laws;

(l)
“Nominal” member
means a person who has been admitted as a nominal member or associate member
under the bye-law of the society.

(m)
Society means the “Green
Earth Agro
Cooperative Society Ltd”, a cooperative
society registered or deemed to be registered under the Multi-State Cooperative
Societies Act, 2002;

(n)
“Reserve Bank”
means the Reserve Bank of India
constituted under the RBI Act 1934 –(2 of 1934);

(o)
“Defaulter” means a member who has
defaulted in payment of any kind of dues payable to the society;

(p)
“Cooperative Year”
means the period from 1^st of April to 31^st March;

(q)
“Area of Operation”
means the area from which the persons are admitted as members of the society;

(r)
“Prescribed”
means prescribed by rules;

(s)
“Cooperative
Principles” means the cooperative principles as specified in the first
schedule of the Multi-State Cooperative Societies Act, 2002.

5. OBJECTS AND
FUNCTIONS:

The following are the objectives and
functions of the society:-

(a)
Objective:-

(i)
The
principal object of the society will be to promote the interests of all its
members to attain their social and economic betterment through self-help and
mutual aid in accordance with the cooperative principles.

(ii)
To act as an agent of the
members, farmers for supplying the seeds, fertilizers, pesticides, and other
agri-inputs etc.

(iii)
To undertake purchase, sale of
agricultural inputs/implements, marketing and processing requisites, such as
manure, seeds, fertilizers, pesticides for the upliftment of members.

(iv)
To Construct the Godowns, Cold-
Storages, Warehouses or hire them for Storage of agriculture products therein.

(v)
To take the financial
assistance from the financial institution prescribed in the bye-laws from
Government as a share Capital, Working Capital and Subsidy.

(vi)
To Collect/ Procure the
Agricultural Goods from the members, Farmers and to make arrangement of
transportation and sell the said goods in market place by the society / Through
society and to make the purchase under price-support scheme.

(vii)
To provide its members, Farmers
the minimum support price(MSP) for foods grains, pulses, oil seeds and other
agricultural products directly as the state agency or with the association of
any other agency nominated by state government for this purpose.

(b) FUNCTIONS:

In furtherance of the above objects, the society may
undertake any or all the following activities:-

(i)
Ensure compliance of the cooperative principle;

(ii)
Provide specialized training, education and data-based
information;

(iii)
Promote harmonious relations amongst members;

(iv)
Assist members in organizing self-help;

6. SOCIETY TO BE A BODY CORPORATE:

(As per section 9 of MSCS
Act, 2002)

The
registration of the society shall render it a body corporate having perpetual
succession and with power to acquire, hold and dispose of property, both
movable and immovable, enter into contract, institute and defend suits and
other legal proceedings and to do all things, necessary for the purpose for
which it is constituted and shall by the said name, sue or be sued.

7. ELIGIBILITY FOR OBTAINING ORDINARY
MEMBERSHIP:

(1) An applicant shall be
eligible to become ordinary member of the society if he fulfills following
condition;

(i)
He has applied in writing in the form laid down by the
society.

(ii)
He has given declaration that he is not a member of any
other similar type of co-operative society.

(iii)
He genuinely need the services provided by the society.

(iv)
He resides within the area of operation.

(v)
His interest does not conflict with the interest of the
society.

(vi)
He has attained the age of 18 years.

(vii)
He has paid admission fee and purchased minimum one share
and paid the value thereof in full.

(viii)
He has fulfilled all other conditions laid down in the Act,
the rules and the bye-laws.

(ix)
His application is approved by the board of the society.

(2) No person shall be eligible for admission as a member of the
society if:

(i)
He has been adjudged by a competent court to be a insolvent
or a undercharged insolvent.

(ii)
He has been sentenced for any offence,
other than offence of a political character or an offence not involving moral
turpitude and dishonesty and a period of five years has not elapsed from the
date of expiry of the sentence.

8. MEMBERSHIP
& ADMISSION FEES:

The
society shall have the following membership & their Admission fees;

(i)
Ordinary
Members : Rs. 10/-
only

(ii)
Nominal or Associate
Members : Rs. 10/-
only

9. ORDINARY
MEMBERS:

The
following persons can be admitted as ordinary members of the society:

(i)
An adult individual competent to contract under section 11
of the Indian Contract Act, 1872.

(ii)
Any multi-state co-operative society or any co-operative
society; (except similar type of cooperative society).NGOES

(iii)
The Central Government;

(iv)
A State Government;

(v)
The National Co-operative Development Corporation
established under the National Co-operative Development Corporation Act, 1962;

(vi)
Any other corporation owned or controlled by the Government;

(vii)
Any Government company as defined in section 617 of the
Companies Act, 1956;

(viii)
Such class or classes of persons or association of persons
as may be permitted by the Central Registrar having regard to the nature and
activities of the society.

10. NOMINAL
MEMBERS:

(As per section
26 of MSCS Act, 2002)

The
society may, in the interest of promotion of the business, admit a person as nominal member or associate member on
payment of fee of Rupees 10/-
only provided that such member will neither be entitled to subscribe to the
share capital of the society nor allowed to have any interest in the
management of the society including right to vote, contest election as director
of the board or participate in the meeting of board or general body of the
society.

11. PROCEDURE FOR
OBTAINING ORDINARY MEMBERSHIP:

As
per Rule 11(a) & Rule 11(c) of MSCS Rules 2002)

(i) The application for Ordinary membership
of the society shall be submitted by an applicant to the Chief Executive/ Managing
Director of the society in prescribed form along with full payment of admission/membership
fee of Rs. 10/- and value of minimum one share of Rs. 100/-.

DISPOSAL:

(ii) The applications for ordinary membership
of the society found complete in all respects shall be disposed of within the
period of four months from the date of receipt of the application by the
society. The same shall be communicated to the applicant within fifteen days of
the decision by Registered Post.

Provided that if the application is
not disposed of within the period aforesaid, or the decision is not
communicated within a period of fifteen days of the expiry of the aforesaid
period of four months, the society shall be deemed to have made a decision, on
the date of expiry of such period, refusing admission to the applicant.

(iii) The admission fee/ membership fee shall not be refundable in
any case.

12. PROCEDURE FOR WITHDRAWAL OR RESIGNATION
FROM MEMBERSHIP:

(i)
Any member of the society may withdraw or resign from
membership of the society at anytime by giving notice to the Board of the
society.

(ii)
A member who withdraws or resigns form the membership of
the society shall not be eligible for re-admission as a member of the society,
for a period of one year from the date of this withdrawal or resignation form
membership.

13. PROCEDURE
FOR EXPULSION FROM MEMBERSHIP:

(As
per section 30 of MSCS Act, 2002)

(i)
The society may, by resolution passed by a majority of not
less than two-thirds of the members present and voting at a general meeting of
members held for the purpose, expel a member for acts which are detrimental to
the proper working of the society.

Provided the member
concerned shall not be expelled unless he has been given a reasonable
opportunity of making representation in the matter.

(ii)
No member of the society who has been expelled under
sub-section (i) shall be eligible for re-admission as a member of the society,
for a period of one year from the date of such expulsion.

14. DISQUALIFICATIONS
FOR MEMBER OF THE SOCIETY:

(As per Section 29 of MSCS Act,
2002)

No
person shall be eligible for being or continuing as a member of the society if:

(a)
His business is in conflict or competitive with the
business of the society;

(b)
He used for two
consecutive years the services below Rupees 10000/- per year; or

(c)
He has not attended three consecutive general
meeting of the society and such absence has not been condoned by simple
majority of the members in the general meeting; or

(d)
He has made any default
in payment of any amount to be paid to the society under the bye laws of the
society.

15. NOTICE TO
DEFAULTERS BEFORE DISQUALIFYING THEM:

The defaulters
may be given reasonable opportunity of making representation in the matter
before disqualifying them from membership of the society by serving them notice
before 15 days that why their membership may not be terminated.

16. CESSATION OF
MEMBERSHIP:

The membership of the
society may cease in case of:

(i)
Resignation or death of the member.

(ii)
Cancellation of registration of the society;

(iii)
All the shares are transferred to other members;

(iv)
Expelled by the general body;

(v)
Incurring any of the disqualifications of membership.

17. LIABILITY OF
MEMBERS:

(As
per Section 16 of MSCS Act, 2002)

Liability of the members shall be limited to the share capital
subscribed by them;

18. RIGHTS
AND DUTIES OF THE MEMBERS:

(a)
A member of the society shall exercise the rights of a
member if he has paid the membership fee and purchased minimum one share as
specified in the bye laws.

(b)
Right to receive notice of general
body meetings as per bye-laws of the society;

(d)
A member of the society shall
exercise his vote in person and he shall not be permitted to vote by proxy.

(e)
A member of the society shall have
right to attend and take active part in the proceedings of the general body
meeting;

(f)
A member of the society shall have
right to take part in elections and contest for any post as per provision of
the Act, Rules and Bye-Laws of the society;

(g)
A member of the society shall have
right to inspect register of members books of accounts or any other record and
obtain certified copies of the documents.

(h)
A member of the society should not
be indulged in activities which are detrimental to proper working of the
society.

19. TRANSFER OF INTEREST ON DEATH OF MEMBERS:

(As per Section 36 of MSCS
Act, 2002)

(i) On death of a member,
the society may pay to the person or persons nominated a sum representing the
value of the shareholder’s interest in the society within six months from the
death of the shareholder or if there is no nomination the society may pay to
such person or persons as may appear to the Board to be entitled to receive the
same as heir or legal representative of the deceased shareholder on his or
their executing an appropriate deed of indemnity in favour of the society
unless prevented by an order of a competent court.

Provided
that no such transfer or payment shall be made except with the consent of the
nominee, heir or legal representative, as the case may be.

(iii) All transfers and
payments made by the society in accordance with the provisions of this section
shall be valid and effectual against any demand made upon the society by other
person.

20. NOMINATION:

(i)
A member may nominate a person to
receive the member’s interest in the society after his death. Nomination shall
be made in the prescribed form and entered in the special register kept at the
society’s registered office. Prior approval of the Board shall be necessary if
the person to be nominated is an employee of the society.

(ii)
Nomination can be revoked and fresh
nomination be made by a member at number of times after due intimation in
writing to the society and on payment of prescribed fee as determined by the
Board from time to time for every subsequent nomination.

21. LIABILITY OF
PAST MEMBERS AND ESTATE OF A DECEASED MEMBER:

(As
per Section 37 of MSCS Act, 2002)

(1) Subject to the provisions of sub section
(2) of section 37, the liability of a past member or of the estate of a
deceased member of a multi state co-operative society for the debts of the
society as they existed:-

(a) in the case of a past member, on the date
on which he ceased to be a member and

(b) in the case of a deceased member, on the
date of his death,
shall continue for a period of two years from such date.

(2) Notwithstanding anything contained in
sub-section (1) of section 37, where a
multi state co-operative society is ordered to be wound up under section 86 of
the MSCS Act, the liability of a past member who ceased to be a member or of
the estate of a deceased member who died within two years immediately preceding
the date of the order of winding up, shall continue until the entire
liquidation proceedings are completed, but such liability shall extend only to
the debts of the society as they existed on the date of cessation of membership
or death, as the case may be.

22. AUTHORIZED
SHARE CAPITAL:

The authorized share capital of the society shall be Rupees
10,00,000/- (Ten Lakh Only) which shall comprise of Ten Thousand shares of the face value of
Rupees 100/- each.

23. JOINT SHAREHOLDERS:

Shares may be purchased in the names of more than one
person jointly.

(i)
On death of a joint-holder, the
surviving person/ persons shall be recognized as joint shareholder/holders

(ii)
The joint-holder of any share shall
be liable severally as well as jointly for all payments which are to be made in
respect of such share or shares.

(iii)
The person whose name stands first
written on the share certificate shall enjoy all the rights of a member and be
responsible for all the liabilities of a member. He shall be entitled to receive the annual
dividend and notice of the General Meeting.

(iv)
Where a share of the society is
held jointly by more than one person, the person whose name stands first in the
share certificate, if present, shall have the right to vote. But in his
absence, the person whose name stands second and, in the absence of both, the
person whose name stands next, and likewise in the absence of preceding persons
the person whose name is next on the share certificate, who is present and who
is not a minor, shall have right to vote.

24. SHARE
CERTIFICATE:

(i)
Every member shall be entitled to
receive a share certificate gratis stating the number of shares and their
distinctive numbers. The share certificates shall be signed by the Chief
Executive and any Director authorized by the Board and bear the seal of the
society.

(ii)
If any certificate be
worn out, defaced, destroyed or lost, a new share certificate may be issued in
lieu thereof on payment of a fee of Rupees 100/- per share. It shall, however,
be necessary to produce evidence to the satisfaction of the Board that the
share certificates were worn out, defaced, destroyed or
lost, or in absence of such evidence, on such indemnity as the Board may deem
sufficient.

25. MAXIMUM HOLDING OF
SHARES:

No member other than the authorities
referred to in clause (c) to (g) of sub section (1) of section 25 of the Act
shall hold more than 1/5^th of the total share capital of the society.

26. TRANSFER OF
SHARES:

(a)
A member may transfer his share or
shares after holding them for not less than one year to another member duly
approved by the Board of Directors. The transfer is not complete until the name
of the transferee has been duly entered in the register of members and the
transfer fee of Rupees 10/- per share is paid.

(b)
The transfer, allotment and
redemption of shares shall be on the face value of the shares.

27. THE BOARD
MAY, ON APPLICATION, BY A MEMBER:

(a)
Approve conversion of shares allotted to it or part thereof
into those of other denominations subject to such conditions as the Board may
decide to impose.

(b)
Consolidate all or some of the partly paid shares already allotted
to member.

28. LIEN ON
SHARES AND DIVIDENDS:

The society shall have the first and paramount lien or
charge upon all the shares and dividends of any member or past member for all
moneys due from him to the society from time to time. The society may at any
time set off any sum credited by or payable to the member or past member
towards payment of any liability of such member as past-member.

29. SOURCES OF FUNDS:

The
society may receive funds from any or all the following sources:

(a)
Admission fee;

(b)
Share capital;

(d)
Donations;

(e)
Contributions;

(f)
Subscriptions;

(g)
Profit.

30. RESTRICTIONS
ON BORROWING:

(Section 67 of
MSCS Act, 2002)

The society may receive grants from external sources
to such extent that the total amount of grants received during any financial
year shall not exceed ten times of the sum of subscribed share capital and
accumulated reserves minus accumulated losses.

31.       CONSTITUTION
OF THE BOARD OF DIRECTORS:
            (As per Section 41 of MSCS Act, 2002)

The affairs of the society
shall be managed by the Board of Directors consisting of the following:

(i)
The Board of Directors shall
consist of Seven Directors excluding Chief Executive/ Managing Director.

(ii)
Chief Executive/ Managing Director shall be the ex-officio member of the Board who shall be appointed by
the Board of Directors.

(iii)
Seven Directors to be elected by the
members in the General Body meeting.

32. TERM OF THE BOARD OF DIRECTORS:

(As per Section 45(5) of MSCS Act, 2002)

The term of the office of
the elected Members of the Board of Directors shall be five years from the date
of election.

33. RIGHT OF A MEMBER TO GET INFORMATION:

The
society shall ensure timely access of information to its members. For this
purpose, the society shall designate the MD or any other director or any other
officer of the society as the information officer. The information officer
shall provide access to books, information and accounts of the society which
shall be kept in regular transaction of its business with its members.

34. ELECTIONS OF MEMBERS OF THE BOARD:

(As
per Section 45 of MSCS Act, 2002)

(a)
The election of the members of the board shall be held in
the general body meeting of the members of the society by secret ballot.

(b)
The elected members of the Board shall be eligible for
re-election.

(c)
Where the board fails to conduct election of the members of
board, the Central Registrar shall hold
the election within a period of ninety days from the date when such election
became due.

(d)
No person shall be eligible to be elected as a member of
the board of the society unless he is a member of the general body of the
society.

(e)
The expenses for holding election by the Central Registrar
shall be borne by the society.

(f)
The election of a board shall be conducted before the
expiry of the term of the board so as to ensure that the newly elected members
of the board assume office immediately on the expiry of the office of members
of the outgoing board.

(g)
Elections of the board are required to be conducted as per
the provisions of MSCS Act 2002 and rules made there under.

35. REMOVAL OF
ELECTED MEMBERS OF BOARD BY GENERAL BODY:

(As per Section 47 of MSCS Act,
2002)

An elected member of a
board, who has acted adversely to the interests of the society, may on the
basis of a report of the Central Registrar or otherwise be removed from the
board upon a resolution of the general body passed at its meeting by a majority
of not less than two-third of the members present and voting at the meeting.

Provided the member
concerned shall not be removed unless he has been given a reasonable
opportunity of making a representation in the matter.

36. FILLING UP OF VACANCY ON THE BOARD:

If
any vacancy arises in the board of Directors, it shall be filled up by election
by the members in the general body meeting only as per the provisions of the MSCS
Act, 2002 and rules made there under.

37. DISQUALIFICATIONS FOR BEING A MEMBER OF
BOARD:

(As
per Section 43 of MSCS Act, 2002)

(1) No member of the society shall be
eligible for being chosen as a member of the board of the Green
Earth Agro
Cooperative Society Ltd, if such member:

(a) has been adjudged by a competent court
to be insolvent or of unsound mind;

(b) is concerned or participates in the
profits of any contract with the society;

(d) holds any office or place of profit under
the society:

Provided that the Chief
Executive or other full-time employees of the society as may be notified by the
Central Government from time to time or a person elected by the employees of the
society to represent them on the board of the society shall be eligible for
being chosen as, or for being, a member of the board;

(e) has been a member of the society for
less than twelve months immediately preceding the date of such election or
appointment;

(f) has interest in any business of the kind
carried on by the society of which he is a member.

(g) has taken loan or goods on credit from
the society of which he is a member, or is otherwise indebted to the society
and after the receipt of a notice of default issued to him by the society, has
defaulted:

(i) in repayment of such loan or debt or in
payment of the price of the goods taken on credit, as the case may be, within
the date fixed for such repayment or payment or where such date is extended,
which in no case shall exceed six months, within the date so extended, or

(ii) when such loan or debt or the price of
goods taken on credit is to be paid, in installments, in payment of any
installment, and the amount in default or any part thereof has remained unpaid
on the expiry of six months from the date of such default;

Provided that a member of
the board who has ceased to hold office as such under this clause shall not be eligible,
for a period of one year, from the date on which he ceased to hold office, for
re-election as a member of the board of the society of which he was a member of
for the election to the board of any other society;

(h) is a person against whom any amount due
under a decree, decision or order is pending recovery under this Act, 2002;

(i) is retained or employed as a legal
practitioner on behalf of or against the society.

Explanation: For the purposes of this
clause, “legal practitioner” has the same meaning as in clause (i) of
sub-section (1) of section 2 of the Advocates act, 1961 (25 of 1961);

(j) has been convicted for any offence under
this Act;

(k) is disqualified for being a member under
section 29;

(l) has been expelled as a member under
section 30;

(m) absents himself from three consecutive
board meetings and such absence has not been condoned to by the board;

(n) absents himself from three consecutive
general body meetings and such absence has not been condoned by the members in
the general body.

(2) A person shall not be eligible for being
elected as member of a board of society for a period of five years if the board
of such society fails:

(a) to
conduct elections of the board under section 45 of MSCS Act, 2002; or

(b) to
call the annual general meeting under section 39 of MSCS Act, 2002; or

38. POWERS & FUNCTIONS OF BOARD:

(As per Section 49 of MSCS Act,
2002)

(1) The board may exercise all such powers as
may be necessary or expedient for the purpose of carrying out its functions
under this Act.

(2) Without prejudice to the generality of
the foregoing powers, such powers shall include the powers:

(i)
To admit members;

(ii)
To interpret the organizational objectives and set up
specified goals to be achieved towards these objectives;

(iii)
To make periodic appraisal of operations;

(iv)
To appoint and remove a Chief Executive/ Managing Director
and such other employees of the society as are not required to be appointed by
the Chief Executive/ Managing Director;

(v)
To make provisions for regulating the appointment of
employees of the society and the scales of pay, allowances and other conditions
of service of, including disciplinary action against, such employees;

(vi)
To place the annual report, annual financial statements,
annual plan and budget for the approval of the general body;

(vii)
To consider audit and compliance report and place the same
before the general body;

(viii)
To acquire or dispose of the immovable property;

(ix)
To review membership in other co-operatives;

(x)
To approve annual and supplementary budget;

(xi)
To raise funds;

(xii)
To recommend the general body regarding distribution of profit

(xiii)
To take such other measures or to do such other acts as may
be prescribed or required under this Act or the bye-laws or as may be delegated
by the general body.

39. MEETINGS OF BOARD OF
DIRECTORS:

(As per Section 50 of MSCS Act, 2002)

(i)
The Chief Executive/ Managing Director shall convene the meetings of board at the instance of the President of the society.

(ii)
The total number of meetings of the board in a year shall be four and the Board of Directors shall meet at least once in every quarter;

(iii)
The meetings of the Board of Directors shall normally be held at the registered office of the society. In exceptional cases, the meetings of the board may be held at any other place as decided by the Board but within area of operation of the society.

(iv)
The meetings of the Board of Directors shall be presided over by the Chairman or in his absence by the Vice Chairman and in the absence of both Chairman and Vice Chairman, the Directors present in the meeting shall elect a President for the meeting from among themselves to preside.

(v)
Fourteen days notice shall ordinarily be necessary for the meeting of the Board of Directors;

(vi)
The Quorum for the board meeting of the Board of Directors shall be 2/3^rd members of the board of the society.

40. MINUTES OF THE MEETING OF BOARD OF DIRECTORS:

The minutes of meeting of the Board of Directors shall be recorded in the Minute Book kept for the purpose within thirty days of the meeting and the pages of which shall be duly numbered. The President of the meeting and Chief Executive/ Managing Director of the Society shall sign the minutes of the meeting.

41. COMMITTEE OF BOARD:

(As per Section 53 of MSCS Act, 2002)

The Board may constitute an Executive Committee and other committees or sub-committees as may be considered necessary, provided committees or sub-committees other than the Executive committee shall not exceed three at a given point of time.

42. GENERAL BODY:

(i) The general body of the society shall consist of all members of the society.

(ii) The final authority of the society shall vest in the general body subject to the provisions of the MSCS Act & Rules.

43. ANNUAL GENERAL BODY MEETING:

(As per Section 39 of MSCS Act, 2002)

The society shall hold the annual general meeting of its members at the principal place of the society not later than a period of six months after the close of co-operative year for the purpose of:

(i) Consideration of the audited statement of accounts;

(ii) Consideration of the audit report and annual report;

(iii) Consideration of audit compliance report;

(iv) Disposal of net profits;

(v) Review of operational deficit, if any;

(vi) Creation of specific reserves and other funds;

(vii) Approval of the annual budget;

(viii) Review of actual utilisation of reserve and other funds;

(ix) Approval of the long-term perspective plan and the annual operational plan;

(x) Review of annual report and accounts of subsidiary institution, if any;

(xi) Expulsion of members;

(xii) List of employees who are relatives of members of the board or of the Chief Executive/ Managing Director;

(xiii) Amendment of bye-laws, if any;

(xiv) Formulation of code of conduct for the members of the board and officers;

(xv) Election & removal of members of the board, if any;

(xvi) Consider the statement showing details of loans or goods on credit if any given to any director or to the spouse of the director or his/her son or daughter during the preceding year or outstanding against any of them;

(xvii) Approval for appointment of Auditors & fixation of remuneration;

(xviii) Any other matter laid before it by the Board of Directors.

44. SPECIAL GENERAL BODY MEETING:

(As per section 40 of MSCS Act, 2002)

(a) The Chief Executive/ Managing Director may, at any time, on the direction of the board, call a special general meeting of the society and shall call such meeting within one month after the receipt of a requisition in writing from the Central Registrar or 1/5^thof the total number of members of the society to transact the business as stated in notice of the meeting.

(b) If a special general meeting of a multi-State co-operative society is not called in accordance with the
requisition referred to in sub-section (1), the Central Registrar or any person
authorised by him in this behalf shall have the power to call such meeting and
that meeting shall be deemed to be a meeting called by the Chief Executive/ Managing Director in accordance with the provisions of that sub-section and the Central
Registrar may order that the expenditure incurred in calling such meeting shall
be paid out of the funds of the society or by such person or persons who, in
the opinion of the Central Registrar, was or were responsible for the refusal
or failure to convene the special general meeting.

45. NOTICE
FOR THE ANNUAL GENERAL BODY MEETING AND SPECIAL GENERAL BODY MEETINGS:

(As per Rule 15(1) & 15(5) of
MSCS Rules, 2002)

(i) Annual
General Meeting of the society may be called by giving not less than 14 days
notice in writing to all the members of the society, accompanied by a copy of
each of the audited balance-sheet, profit and loss account together with the
auditors report relating to the preceding year and the report of the Board,
amendment of bye-laws, if any and election of members of the board, if any.

(As per Rule 15(2) of MSCS Rules, 2002)

(ii) Special
General Meeting of the society may be called by giving not less than 7 days
notice in writing to all the members of the society.

(iii)
          The notice of annual general body
meeting and special general meeting shall be

sent to
members by any of the following mode:

(a) By Local delivery or

(b) Under Postal Certificate or

(iv) Notice of the general body meeting shall also be affixed on the
notice board of the registered office and its branches, if any.

46. QUORUM
AT A GENERAL MEETING:

(As per
Rule 16 of MSCS Rules, 2002)

(i)
The quorum for the general meeting
shall be one fifth of the total number of members of the general body of the
society or 30 members, whichever is less.

(ii)
No business shall be transacted at
any general meeting unless there is a quorum at the time when the business of
the meeting is due to commence;

(iii)
If within half an hour from the
time appointed for the meeting, quorum is not present, the meeting shall stand
adjourned and would be held after half an hour at which the quorum will not be
required.

(iv)
If at any time during the meeting
sufficient number of members are not present to form the quorum, the President
or the member presiding over the meeting on his own, or on his attention being
drawn to this fact, shall adjourn the meeting and the business that remains to
be transacted at this meeting, if any, shall be disposed off in the usual
manner at the adjourned meeting;

(v)
Where a meeting is adjourned under
sub-clause (iii) or (iv) the adjourned meeting shall be held either on the same
day or on such date, time and place as may be decided by the President or the
member presiding over the meeting, but within seven days from the date of
adjourned meeting.

(vi)
No business shall be transacted at
any adjourned meeting other than the business on the agenda of the adjourned
meeting under sub-rule (iii) or sub-rule (iv);

(vii)
No quorum shall be necessary in
respect of an adjourned general meeting.

47. MINUTES OF GENERAL BODY
MEETING:

Minutes of the General Body Meeting shall be
entered in the minutes book kept for the purpose within thirty days of the
conclusion of the meeting and shall be signed by the President and Chief
Executive/ Managing Director of the meeting. The minutes so signed shall be an
evidence of the correct proceedings of that meeting.

48. VOTE OF
MEMBER & MANNER OF EXERCISING VOTE:

(As
per section 31 & 32 of MSCS Act, 2002)

(a)
Every member of the society shall
have one vote in the affairs of the society;

(b)
In the case of an equality of votes, the President shall
have a casting vote;

49. CHIEF
EXECUTIVE/
MANAGING DIRECTOR:

(As per
Section 51 of MSCS Act, 2002)

The Chief Executive/Managing Director of the Society shall
be full time employee of the society and appointed by the Board. He shall be
ex-officio member of the Board and a member of all the committees and
sub-committees of the Board as may be constituted and aid and assist the Board
of Directors in its functions.

50. POWERS AND FUNCTIONS OF CHIEF
EXECUTIVE/ MANAGING DIRECTOR:

(As per Section 52 of MSCS
Act, 2002)

The Chief Executive/ Managing Director shall under the general
supervision, direction and control of the board, exercise the powers and
discharge the functions specified below, namely:-

(a) Day-to-day management of the business of the multi-state
co-operative society;

(b) Operating the accounts of the multi-state
co-operative society and be responsible for making arrangements for safe
custody of cash;

(d) Making arrangement for the proper
maintenance of various books and records of the multi-state co-operative
society and for the correct preparation, timely submission of periodical
statements and returns in accordance
with the provisions of this Act, the rules and the bye-laws.

(e) Convening meeting of the general body of
the multi-state co-operative society, the board and the Executive Committee and
other committees or sub-committees constituted under sub-section (1) of section
53 and maintaining proper records for such meetings;

(f) Making appointments to the posts in the
multi-state co-operative society in accordance with bye laws;

(g) Assisting the board in the formulation of policies, objectives
and planning;

(h) Furnishing to the board periodical
information necessary for appraising the operations and functions of the
multi-state co-operative society;

(i) Appoint the person to sue or be sued on
behalf of the multi-state co-operative society;

(j) Present the draft annual report and
financial statement for the approval of the board within thirty days of closure
of the financial year.

(k) Performing such
other duties, and exercising such other powers, as may be specified in the bye-laws
of the multi state co-operative society.

51. CHAIRMAN AND VICE-CHAIRMAN:

(a)
There shall be a Chairman and a
Vice-Chairman elected by the Board of Directors from among themselves. The Chairman
and in his absence, the Vice-Chairman shall preside over the meeting of the
General Body and the Board of Directors.

(b)
The term of office of the Chairman
and a Vice-Chairman shall be co-terminus with the term of the elected members
of the Board unless Chairman and a Vice-Chairman ceases to be a Director
earlier.

52. PROHIBITION TO HOLD OFFICE OF CHAIRMAN
AND VICE-CHAIRMAN IN CERTAIN CASES:

(As per Section 44 & 46 of MSCS
Act, 2002)

(i)
No member of board shall be eligible to be elected as the Chairman and a Vice-Chairman of the society if such member is a Minister in the Central
Government or a State Government.

(ii)
No member of board shall be eligible to be elected as the Chairman
of a society, if he has held the office during
two consecutive terms, whether full or part.

(iii)
No member shall be eligible to hold, at the same time,
office of a Chairman and a Vice-Chairman on the board of more than
two multi state co-operative societies.

53. POWERS AND FUNCTIONS OF THE CHAIRMAN:

The President shall have the following powers and functions:

(a)
He shall preside over the meeting
of the general body, Board of Directors and executive committee;

(b)
The President shall sign the
proceedings of all the meetings Chairman over by him;

(d)
The Chairman may authorise any of
his powers and functions to the Vice-Chairman.

(e)
To convene the meeting of the Board
of Directors, Executive Committee and other committees of which he is the Chairman;

54. AMENDMENT TO
BYE-LAWS:

(As per section 11 of MSCS Act, 2002)

(1) No amendment of any bye-laws of the society
shall be valid, unless such amendment has been registered under this Act.

(2) The amendment to the bye laws of the
society shall be made by a resolution passed by a two-third majority of the
members present and voting at general meeting of the society.

(3) No such resolution shall be valid unless
fifteen clear days’ notice of the proposed amendment has been given to the
society.

(4) In every case in which the society
proposes to amend its bye laws, an application to register such amendments
shall be made to the Central Registrar together with-

(a) a
copy of the resolution referred to in sub-section (2);

(b) a
statement containing the particulars indicating:

(i)
the date of the general meeting at which the amendments to
the bye laws were made;

(ii)
the number of days’ notice given to convene the general
meeting;

(iii)
the total number of members of the society;

(iv)
the quorum required for such meeting;

(v)
the number of members present at the meeting;

(vi)
the number of members who voted in such meeting;

(vii)
the number of members who voted in favour of such
amendments to the bye laws;

(c) a copy of the relevant bye laws in force
with the amendment proposed to be made together with reasons justifying such
amendments;

(d) four copies of the text of the bye laws
incorporating therein the proposed amendments signed by the officer duly
authorized in this behalf by the general body;

(e) a copy of the notice given to the
members and the proposal to amend the bye laws;

(f)
a certificate signed by the person
who presided at the general meeting certifying that the procedure specified in
sub sections (2) and (3) and the bye laws, had been followed;

(g) any other particular which may be
required by the Central Registrar in this behalf.

(5) Every such application shall be made
within sixty days from the date of the general meeting at which such amendment
to the bye laws was passed.

55. RESERVE
FUND:

(i)
In addition to the sum prescribed
under the Act, Rules and Bye-laws of the society, all admission fees, entrance
fees, nominal membership fees, amount of forfeited shares and dividends and
donations shall be carried to the Reserve Fund.

(ii)
The Reserve Fund shall be
separately invested in government and trustee securities or other approved
securities with the District Central Co-operative Bank or the State
Co-operative Bank.

(iii)
Any loss occurring as the net
result of the years working is made good from the Reserve Fund or from the
profits of the next ensuing year or years with the previous sanction of the
Registrar.

56. DISPOSAL
OF NET PROFITS:

(As per Section 63 (1) & (2) of MSCS Act, 2002)

(i) The society shall out of its net profits
in any year:

(a) Transfer an amount of not less than 25%
of the profit to the reserve fund;

(b) Credit one percent of profit to the
cooperative education fund maintained by
the National Co-operative Union of India Limited, New Delhi;

(ii) The balance of the net profits may be
utilised for all or any of the following purposes:

(a) Payment
of dividend to members on their paid-up share capital at a rate not exceeding 18%.

(b) Contribution
to the education fund at the rate of 5% or more and not exceeding 10%. The fund
may be utilised for the education and training of members, directors and
employees as approved by the General Body

(c) Donation
for the development of the cooperative movement or charitable purpose as
defined in section 2 of the Charitable Endowment Act, 1890 (6 of 1890) not
exceeding 5% of the balance net profits.

(d) Payment of ex gratia amount not exceeding 5% of net profit to
employees of the multi-state cooperative society.

(e) The
distribution of patronage bonus up to 5% of the net profit to its members in
consonance with the transactions of a member with the society.

(f) Surplus net profits, if any, shall be
credited to reserve fund.

However
such payment shall be paid only out of net profit and in no case the capital or
the reserve shall be distributed as bonus or dividend.

57. INVESTMENT
OF FUNDS:

(As per
Section 64 of MSCS Act, 2002)

The
society may invest are deposit its funds in:-

(i)
a co-operative bank, State
co-operative bank, co-operative land development bank or Central co-operative
bank; or

(ii)
any of the securities specified in section 20 of the
Indian Trust Act 1882 (2 of 1882); or

(iii)
in the shares or securities of any
other multi state co-operative society or any co-operative society; or

(iv)
Any other bank.

58. OPERATION OF BANK ACCOUNTS:

To open
and operate account in the name of the Society with a Bank or Banks in such
number as may be necessary for carrying out the activities of the society and
to give instructions to the bank to provide for opening and operation of such
account by one or more of the Directors of the Board or by a member of the
society as authorized by a resolution of the Board.

59. DIVIDEND:

(a)
The dividend declared shall be paid
to the person whose name stands as the registered shareholder in the books of
the Society on the last day of the co-operative year to which the dividend
relates.

(b)
Dividend shall be proportionate to
the amount paid on shares and the period in whole months for which the amount
stood to the credit of the shareholder.

(c)
Any dividend remaining unclaimed
for three years after having been declared shall be forfeited and shall be
carried to the Reserve Fund of the society. Unpaid dividend shall be payable on
application provided the same has not been forfeited.

60. CONTRIBUTORY PROVIDENT FUND:

(As per Section 69 of MSCS Act & Rule 26 of MSCS Rules)

(1)
The society shall establish a Contributory Provident Fund for
the benefit of its employees in accordance with the provisions of Employees
Provident Fund and Miscellaneous Provisions Act, 1952 (99 of 1952).

(2)
Amount standing to the credit of any contributor fund
established by the society shall not –

(a) be used in the business of the society;

(b) form part of the assets of the society;

(3)
The society while creating such a fund shall provide for
the following as decided by the Board of Directors:

(a)
Authority to administer the fund.

(b)
Amount of contribution to be deducted from the employee’s
salary.

(d)
Purpose for which, the extent to which, and the period
after which, advances may be made against the security of such fund and the
number of monthly installments in which advance is to be repaid.

(e)
Refund of employee’s contribution and contribution made by
the society.

(f)
Maintenance of accounts of such fund.

(4)
The amount of contribution that can be deducted from the
salary of an employee of the society shall not be less than the ceiling
provided in the Employees Provident Fund and Miscellaneous Provisions Act, 1952
(19 of 1952).

(5)
The society may make such contribution every year to the
employees contributory provident fund as may be approved by the board subject
to the maximum ceiling as provided in the Employees Provident Fund and Miscellaneous
Provisions Act, 1952 (19 of 1952).

61. AUDIT
OF ACCOUNTS AND AUDITOR:

(a)
The accounts of the society shall be audited by an auditor
or auditing firm appointed from the panel of auditors approved by the Central
Registrar or the general body of the society as per the provision of section 70
of the MSCS Act, 2002 and rules made there under.

(b)
The qualifications/disqualification, powers, rights and
duties of the auditor shall be as per the provision of the Act.

(c)
The society shall make provisions
with respect to the maintenance of its accounts and the auditing of such
accounts at least once in each financial year.

(d)
In case of auditor appointed by the
board, the remuneration of the auditor shall be fixed in the Annual General
Meeting of the society. In case the auditor is appointed by the Central
Registrar, the salary fixed by him under the provision of section 70(9) of the
Act.

62. ACCOUNTS AND RECORDS:

Accounts
and records shall be maintained in forms prescribed under the Act, Rules and
Bye laws with such additions as the board of directors consider necessary and
approved by the Central Registrar. Any member of the society may inspect during
office hours any of the registers or records in so far as it relates to his own
business transaction.

63. FILING OF RETURNS:

(As per section 120 of MSCS
Act, 2002)

Every
year within six months of the closure of the accounting year the society shall
file the following returns with the Central Registrar, namely:-

(a)
Audited statements of accounts;

(b)
Annual report of the activities;

(d)
List of amendments to the bye-laws of the multi-State
co-operative society;

(e)
Declaration regarding date of holding of general body
meeting and conduct of election where due;

(f)
Any other information required by the Central Registrar in
pursuance of any of the provision of MSCS Act.

64. ASSOCIATION OF EMPLOYEES IN MANAGEMENT DECISION MAKING
PROCESS:

(As per section
42 of MSCS Act, 2002)

The
General Body of the society shall devise procedure for the association of the
representative of employees of the society in the management decision making
process.

65. EDUCATIONAL COURSE FOR MEMBERS:

(As per section 27 of MSCS
Act, 2002)

The
society shall organize co-operative education programs for its members, directors
and employees and provide funds for it.

66. SERVICE
RULES:

(As
per section 49 (2) (e) of the MSCS Act, 2002)

The society shall have service rules for regulating the appointment of
employees of the society and the scales of pay, allowances and other conditions
of service, including explanatory action against such employees;

67. SETTLEMENT OF DISPUTES
AND LIMITATION PERIOD:

All
the disputes shall be referred to Arbitration in accordance with the provisions
of the

MSCS
Act and Rules.

68. LIMITATIONS:

(As per section 85 of MSCS Act, 2002)

The limitation period in disputes shall be as per the
provisions of the limitation Act.

69. WINDING UP:

(As per section 86 of MSCS Act, 2002)

If winding up of the society is necessary, it will be carried
on as per the provisions of the Act.

70. SEAL OF THE SOCIETY:

The
Society shall have a common seal which shall be kept in the safe custody of the
officer authorized by the Board and shall be used on the authority of a
resolution of the Board constituted under the bye-laws of the society.

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