Co-operative Societies Ordinance (CKI) (Cth)
TERRITORY OF COCOS (KEELING) ISLANDS
Co-operative Societies Ordinance
comprising Chapter 175 of the Revised Laws of the Colony of Singapore in its application to the Territory in force under the
Cocos (Keeling) Islands Act 1955
This compilation was prepared on 12 March 2002
Prepared by the Office of Legislative Drafting,
Attorney-General’s Department, Canberra
Contents
Page
Part I Preliminary
1 Short title [see Note 1] 5
2 Interpretation 5
Part II Registration
3 Appointment of Registrar and Assistant Registrars 7
4 Societies which may be registered 7
5 Conditions of registration 7
6 Application for registration 8
7 Registration 8
8 Societies to be bodies corporate 9
9 Evidence of registration 9
Part III Duties and privileges of societies
10 Amendment of the by‑laws of a registered society 10
11 Address of society 11
12 Copy of Ordinance, rules, by‑laws, etc, to be open to inspection 11
13 Disposal of produce to or through a registered society 11
14 Creation of charges in favour of registered societies 12
15 Lien and set-off in respect of share or interest of members 12
16 Share or interest not liable to attachment or sale 13
17 Transfer of interest on death of member 13
18 Deposits by or on behalf of minors 14
19 Register of members 14
20 Proof of entries in books of society 14
Part IV Rights and liabilities of members
21 Qualification for membership 16
22 Members not to exercise rights till due payment made 16
23 Restriction of membership in society 16
24 Votes of members 16
25 Representation by proxy 17
26 Contracts with society of members who are minors 17
27 No individual to hold more than one-fifth of share capital of any society 17
28 Restrictions on transfer or charge of share or interest 17
29 Liability of past member and estate of deceased member for debts of society 18
Part V Property and funds of registered societies
30 Loans made by a registered society 19
31 Restrictions on borrowing 19
32 Restrictions on other transactions with non-members 19
33 Investment of funds 19
34 Disposal of profits 20
Part VI Audit, inspection and inquiry
35 Audit 21
36 Power of Registrar to inspect societies’ books etc 21
37 Inquiry and inspection 22
Part VII Dissolution
38 Dissolution 23
39 Cancellation of registration of a society due to lack of membership 23
40 Effect of cancellation of registration 24
41 Liquidation after cancellation of registration of society 24
42 Liquidator’s powers 24
43 Power of Registrar to control liquidation 26
44 Enforcement of order 26
45 Limitation of the jurisdiction of the civil court 27
46 Closure of liquidation 27
Part VIII Surcharge and attachment
47 Power of Registrar to surcharge officers etc of a registered society 29
48 Appeal to the Minister 29
Part IX Disputes
49 Settlement of disputes 30
50 Case stated on question of law 31
Part X Rules
51 Rules 32
Part XI Miscellaneous
52 Recovery of sums due to Government 35
53 Special powers of Minister to exempt any society from requirements as to registration 35
54 Special powers of Minister to exempt societies from provisions of Ordinance 35
55 Power to exempt from duty or tax 36
56 Prohibition of the use of the word ‘co-operative’ 36
57 Companies Ordinance, Societies Ordinance and Trade Unions Ordinance not to apply 36
58 Penalty for non-compliance with Ordinance 37
59 Repeal 37
Notes 38
To repeal and re-enact the law providing for the constitution and control of co‑operative societies
Part I Preliminary
Short title [see Note 1]
This Ordinance may be cited as the Co-operative Societies Ordinance.
Interpretation
In this Ordinance unless the context otherwise requires:
bonus means a share of the profits of a registered society divided among its members in proportion to the volume of business done with the society by them from which the profits of the society were derived.
by-laws means the registered by-laws made by a society in the exercise of any power conferred by this Ordinance, and includes a registered amendment of the by-laws.
Committee means the governing body of a registered society to whom the management of its affairs is entrusted.
dividend means a share of the profits of a registered society divided amongst its members in proportion to the share capital held by them.
member includes a person or registered society joining in the application for the registration of a society, and a person or registered society admitted to membership after registration in accordance with the by-laws and any rules.
officer includes a Chairman, Secretary, Treasurer, member of Committee or other person empowered under the rules or the by-laws to give directions in regard to the business of the society.
registered society means a co-operative society registered under this Ordinance.
Registrar means the Registrar of Co-operative Societies appointed under section 3 of this Ordinance, and includes any person when exercising such powers of the Registrar as may have been conferred upon him under that section.
rules means rules made under this Ordinance.
Part II Registration
Appointment of Registrar and Assistant Registrars
The Minister may appoint a person to be Registrar of Co‑operative Societies for the Colony and may appoint persons to assist such Registrar, and may, by general or special order published in the Gazette, confer on any such persons all or any of the powers of a Registrar under this Ordinance.
Societies which may be registered
Subject to the Provisions hereinafter contained, a society which has as its object the promotion of the economic interests of its members in accordance with co-operative principles, or a society established with the object of facilitating the operations of such a society, may be registered under this Ordinance with or without limited liability as the Registrar may decide:
Provided that the liability of a society which includes at least one registered society among its members shall be limited.
Conditions of registration
(1) No society, other than a society of which a member is a registered society, shall be registered under this Ordinance, which does not consist of at least ten persons each of whom is qualified under section 21 of this Ordinance for membership under this Ordinance.
(2) The word ‘Co-operative’ or its vernacular equivalent shall form part of the name of every society registered under this Ordinance.
(3) The word ‘Limited’ or its vernacular equivalent shall be the last word in the name of every society with limited liability registered under this Ordinance.
(4) When for the purposes of this section any question arises as to age, residence or occupation of land constituting the qualification of any person, that question shall be decided by the Registrar whose decision shall be final.
Application for registration
(1) For the purposes of registration an application shall be made to the Registrar.
(2) The application shall be signed:
(a) in the case of a society of which no member is a registered society, by at least ten persons qualified in accordance with the requirements of subsection (1) of section 5 of this Ordinance; and
(b) in the case of a society of which a member is a registered society, by a duly authorized person on behalf of every such registered society, and, where all the members of the society are not registered societies, by ten other members, or, when there are less than ten other members, by all of them.
(3) The application shall be accompanied by copies of the proposed by-laws of the society, and the persons by whom or on whose behalf such application is made shall furnish such information in regard to the society as the Registrar may require.
Registration
If the Registrar is satisfied that a society has complied with the provisions of this Ordinance and the rules, and that its proposed by-laws are not contrary to this Ordinance or to the rules, he may, if he thinks fit, register the society and its by‑laws. An appeal shall lie to the Minister against the refusal of the Registrar to register any society within one month from the date of such refusal.
Societies to be bodies corporate
The registration of a society shall render it a body corporate by the name under which it is registered, with perpetual succession and a common seal, and with power to hold movable and immovable property of every description, to enter into contracts, to institute and defend suits and other legal proceedings and to do all things necessary for the purposes of its constitution.
Evidence of registration
A certificate of registration signed by the Registrar shall be conclusive evidence that the society therein mentioned is duly registered, unless it is proved that the registration of the society has been cancelled.
Part III Duties and privileges of societies
Amendment of the by‑laws of a registered society
(1) Any registered society may, subject to this Ordinance and the rules, amend its by‑laws, including the by‑law which declares the name of the society.
(2) No amendment of the by‑laws of a registered society shall be valid until that amendment has been registered under this Ordinance, for which purpose copies of the amendment shall be forwarded to the Registrar.
(3) If the Registrar is satisfied that any amendment of the by‑laws is not contrary to this Ordinance or to the rules, he may, if he thinks fit, register the amendment. An appeal against the refusal of the Registrar to register any amendment of any by‑law shall lie to the Minister within three months from the date of such refusal.
(4) An amendment which changes the name of a society shall not affect any right or obligation of the society or of any of its members or past members, and any legal proceedings pending may be continued by or against the society under its new name.
(5) When the Registrar registers an amendment of the by‑laws of a registered society, he shall issue to the society a copy of the amendment certified by him, which shall be conclusive evidence of the fact that the amendment has been duly registered.
(6) In this section amendment includes the making of a new by‑law and the variation or rescission of a by‑law.
Address of society
Every registered society shall have an address, registered in accordance with the rules, to which all notices and communications may be sent, and shall send to the Registrar notice of every change of that address.
Copy of Ordinance, rules, by‑laws, etc, to be open to inspection
Every registered society shall keep a copy of this Ordinance and of the rules and of its by‑laws and a list of its members open to inspection, free of charge, at all reasonable times at the registered address of the society.
Disposal of produce to or through a registered society
(1) A registered society which has as one of its objects the disposal of any article produced or obtained by the work or industry of its members, whether the produce of agriculture, animal husbandry, forestry, fisheries, handicrafts or otherwise, may provide in its by‑laws or may otherwise contract with its members:
(a) that every such member who produces any such article shall dispose of the whole or any specified amount, proportion or description thereof to or through the society; and
(b) that any member who is proved or adjudged, in such manner as may be prescribed by the rules, to be guilty of a breach of the by‑laws or contract shall pay to the society as liquidated damages a sum ascertained or assessed in such manner as may be prescribed by the aforesaid rules.
(2) No contract entered into under the provisions of this section shall be contested in any court on the ground only that it constitutes a contract in restraint of trade.
Creation of charges in favour of registered societies
Subject to any prior claim of the Government on the property of the debtor and to the lien or claim of a landlord in respect of rent or any money recoverable as rent and in the case of immovable property to any prior registered charge thereon:
(a) any debt or outstanding demand payable to a registered society by any member or past member shall be a first charge on all crops or other agricultural produce, felled timber or other forest produce, marine produce, fish (fresh‑water and salt‑water), live‑stock, fodder, agricultural, industrial and fishing implements, plant, machinery, boats, tackle and nets, raw materials, stock‑in‑trade and generally all produce of labour and things used in connection with production raised, purchased or produced in whole or in part from any loan whether in money or in goods given him by the society:
Provided that nothing herein contained shall affect the claim of any bonâ fide purchaser or transferee without notice;
(b) any outstanding demands or dues payable to a registered housing society by any member or past member in respect of rent, shares, loans or purchase money or any other rights or amounts payable to such society shall be a first charge upon his interest in the immovable property of the society.
Lien and set-off in respect of share or interest of members
A registered society shall have a lien upon the share or interest in the capital and on the deposits of a member or past member or deceased member and upon any dividend, bonus or profits payable to a member or past member or to the estate of a deceased member in respect of any debt due to the society from such member or past member or estate, and may set-off any sum credited or payable to a member or past member or estate of a deceased member in or towards payment of any such debt.
Share or interest not liable to attachment or sale
Subject to the provisions of section 15 of this Ordinance, the share or interest of a member in the capital of a registered society shall not be liable to attachment or sale under any decree or order of a court in respect of any debt or liability incurred by such member, and neither his assignee in insolvency nor a receiver duly appointed shall be entitled to, or have any claim on, such share or interest.
Transfer of interest on death of member
(1) On the death of a member, a registered society may transfer the share or interest of the deceased member to the person nominated in accordance with the rules made in this behalf, or, if there is no person so nominated, to such person as may appear to the Committee to be the heir or legal representative of the deceased member, or may pay to such nominee, heir or legal representative, as the case may be, a sum representing the value of such member’s share or interest, as ascertained in accordance with the rules or by‑laws:
Provided that:
(a) in the case of a society with unlimited liability such nominee, heir or legal representative, as the case may be, may require payment by the society of the value of the share or interest of the deceased member ascertained as aforesaid;
(b) in the case of a society with limited liability, the society may transfer the share or interest of the deceased member to such nominee, heir or legal representative, as the case may be, being qualified in accordance with the rules and by‑laws for membership of the society, or on his application within six months of the death of the deceased member to any person specified in the application who is so qualified.
(2) A registered society may pay all other moneys due to the deceased member from the society to such nominee, heir or legal representative, as the case may be.
(3) All transfers and payments made by a registered society in accordance with the provisions of this section shall be valid and effectual against any demand made upon the society by any other person.
Deposits by or on behalf of minors
(1) A registered society may receive deposits from or for the benefit of minors and it shall be lawful for a registered society to pay such minors the interest which may become due on such deposits. Any deposits made by a minor may, together with the interest accrued thereon, be paid to that minor; and any deposit made on behalf of a minor may, together with the interest accrued thereon, be paid to the guardian of that minor for the use of the minor.
(2) The receipt of any minor or guardian for money paid to him under this section shall be a sufficient discharge of the liability of the society in respect of that money.
Register of members
Any register or list of members kept by any registered society shall be prima facie evidence of any of the following particulars entered therein:
(a) the date at which the name of any person was entered in such register or list as a member;
(b) the date at which any such person ceased to be a member.
Proof of entries in books of society
(1) A copy of any entry in a book of a registered society regularly kept in the course of business shall, if certified in such manner as may be prescribed by the rules, be received in any legal proceeding, civil or criminal, as prima facie evidence of the existence of such entry and shall be admitted as evidence of the matters, transactions and accounts therein recorded in every case where, and to the same extent as, the original entry itself is admissible.
(2) No officer of any such society shall, in any legal proceedings to which the society is not a party, be compelled to produce any of the society’s books, the contents of which can be proved under subsection (1) of this section or to appear as a witness to prove any matters, transactions or accounts therein recorded, unless the court for special reasons so directs.
Part IV Rights and liabilities of members
Qualification for membership
In order to be qualified for membership of a co-operative society a person, other than a registered society, must:
(a) have attained the age of 18 years; and
(b) be resident within or in occupation of land within the society’s area of operations as described by the by‑laws.
Members not to exercise rights till due payment made
No member of a registered society shall exercise the rights of a member unless or until he has made such payment to the society in respect of membership or acquired such interest in the society as may be prescribed by the rules or by‑laws.
Restriction of membership in society
Except with the sanction of the Registrar, no person shall be a member of more than one registered society with unlimited liability whose primary object is to grant loans to its members.
Votes of members
No member of any registered society shall have more than one vote in the conduct of the affairs of the society, and in the case of an equality of votes the Chairman shall not have a casting vote:
Provided that in the case of societies of which a registered society is a member that society may have such voting powers as are provided by the by-laws.
Representation by proxy
A registered society which is a member of any other registered society may appoint any one of its members as its proxy for the purpose of voting in the conduct of the affairs of such other registered society.
Contracts with society of members who are minors
The minority or non-age of any person duly admitted as a member of any registered society shall not debar that person from executing any instrument or giving any acquittance necessary to be executed or given under this Ordinance or the rules made thereunder, and shall not be a ground for invalidating or avoiding any contract entered into by any such person with the society; and any such contract entered into by any such person with the society, whether as principal or as surety, shall be enforceable at law or against such person notwithstanding his minority or non-age.
No individual to hold more than one-fifth of share capital of any society
No member, other than a registered society, shall hold more than one-fifth of the share capital of any co-operative society.
Restrictions on transfer or charge of share or interest
(1) The transfer or charge of the share or interest of a member or past member or deceased member in the capital of a registered society shall be subject to such conditions as to maximum holding as may be prescribed by or under this Ordinance.
(2) In the case of a society registered with unlimited liability, a member shall not transfer or charge any share held by him or his interest in the capital of the society or any part thereof, unless:
(a) he has held such share or interest for not less than one year; and
(b) the transfer or charge is made to the society, or to a member of the society, or to a person whose application for membership has been accepted by the Committee.
Liability of past member and estate of deceased member for debts of society
(1) The liability of a past member for the debts of a registered society as they existed on the date on which he ceased to be a member shall not continue for a period of more than two years reckoned from that date.
(2) The estate of a deceased member shall not be liable for the debts of the society as they existed on the date of his decease for a period of more than two years reckoned from the date of his decease.
Part V Property and funds of registered societies
Loans made by a registered society
(1) A registered society shall not, except as provided in section 33 of this Ordinance, make any loan to any person other than a member:
Provided that, with the consent of the Registrar, a registered society may make loans to another registered society.
(2) Except with the permission of the Registrar, a registered society shall not lend money on the security of any movable property other than produce or goods in which the society is authorized to deal.
(3) The Minister may, by general or special order, prohibit or restrict the lending of money on a mortgage or charge of any description of immovable property by any registered society or class of registered societies.
Restrictions on borrowing
A registered society shall receive deposits and loans from persons who are not members only to such extent and under such conditions as may be prescribed by the rules or by-laws.
Restrictions on other transactions with non-members
Save as provided in sections 30 and 31 of this Ordinance, the transactions of a registered society with persons other than members shall be subject to such prohibitions and restrictions as may be prescribed by the rules.
Investment of funds
A registered society may invest or deposit its funds:
(a) in the Post Office Savings Bank; or
(b) in any of the securities which are trustee securities under the law in force for the time being; or
(c) in the shares or on the security of any other registered society approved for this purpose by the Registrar; or
(d) with any bank or person carrying on the business of banking approved by the Registrar; or
(e) in any other mode approved by the Registrar.
Disposal of profits
(1) Subject to the provisions of the rules in respect of Labourers’ Co‑operative Credit Societies, as least one-fourth of the net profits of every registered society, as ascertained by the audit prescribed by section 35 of this Ordinance, shall be carried to a fund to be called the reserve fund, which shall be employed as prescribed by the rules. The remainder of such profits and any profits of past years available for distribution may be divided among the members by way of dividend or bonus, or by way of honoraria to office bearers of the society, or allocated to any funds constituted by the society to such extent or under such conditions as may be prescribed by the rules or by-laws:
Provided that in the case of a society with unlimited liability, no distribution of profits shall be made without the general or special order of the Minister.
(2) Any registered society may, with the sanction of the Registrar, after one-fourth of the net profits in any year has been carried to a reserve fund, contribute an amount not exceeding ten per centum of the remaining net profits to any charitable purpose or to a common-good fund.
Part VI Audit, inspection and inquiry
Audit
(1) The Registrar shall audit or cause to be audited by some person authorized by him by general or special order in writing the accounts of every registered society once at least in every year.
(2) The audit under subsection (1) of this section shall include an examination of overdue debts, if any, and a valuation of the assets and liabilities of the registered society.
(3) The Registrar and every other person appointed to audit the accounts of a society shall have power when necessary:
(a) to summon at the time of his audit any officer, agent, servant or member of the society who he has reason to believe can give material information in regard to any transactions of the society or the management of its affairs; or
(b) to require the production of any book or document relating to the affairs of, or any cash or securities belonging to, the society by the officer, agent, servant or member in possession of such book, document, cash or securities.
Power of Registrar to inspect societies’ books etc
The Registrar, or any person authorized by general or special order in writing by the Registrar, shall at all times have access to all the books, accounts, papers and securities of a registered society, and shall be entitled to inspect the cash in hand; and every officer of the society shall furnish such information in regard to the transactions and working of the society as the person making such inspection may require.
Inquiry and inspection
(1) The Registrar may of his own motion, and shall on the application of a majority of the Committee or of not less than one-third of the members of a registered society, hold an inquiry or direct some person authorized by him by order in writing in this behalf to hold an inquiry into the constitution, working and financial condition of a registered society; and all officers and members of the society shall produce such books, accounts, papers and securities of the society and furnish such information in regard to the affairs of the society as the Registrar or the person authorized by him may require.
(2) The Registrar shall, on the application of a creditor of a registered society, inspect or direct some person authorized by him in writing in this behalf to inspect the books of the society if the applicant:
(a) proves that an ascertained sum of money is then due to him and that he has demanded payment thereof and has not received satisfaction within a reasonable time; and
(b) deposits with the Registrar such sum as security for the costs of the proposed inspection as the Registrar may require.
(3) The Registrar shall communicate the results of any such inspection to the creditor and to the society into whose affairs inquiry has been made.
(4) Where an inquiry is held under subsection (1) or an inspection is made under subsection (2) of this section, the Registrar may by a certificate under his hand make an award apportioning the costs, or such part of the costs, as he may think right, between the registered society, the members demanding an inquiry, the officers or former officers of the society, and the creditor, if any, on whose application the inquiry was made.
(5) Any sum awarded by way of costs against any society or person under this section may be recovered on production of the certificate referred to in subsection (4) of this section to a Magistrate’s Court in like manner as a fine imposed by such Court.
Part VII Dissolution
Dissolution
(1) If the Registrar, after any inquiry has been held or after an inspection has been made under section 37 of this Ordinance or on receipt of an application made by three-fourths of the members of a registered society, is of opinion that the society ought to be dissolved, he may make an order for the cancellation of the registration of the society.
(2) Any member of a registered society may, within two months from the date of an order under subsection (1) of this section, appeal from such order to the Minister.
(3) Where no appeal is presented within two months from the making of an order cancelling the registration of a society, the order shall take effect on the expiry of that period. Where an appeal is presented within two months, the order shall not take effect until it is confirmed by the Minister.
(4) Where the Registrar makes an order for the cancellation of the registration of a society under subsection (1) of this section he may make such further order as he may think fit for the custody of the books and documents and the protection of the assets of the society until the order cancelling the registration of the society takes effect.
(5) No registered society shall be wound up save by an order of the Registrar.
Cancellation of registration of a society due to lack of membership
The Registrar may, by order in writing, cancel the registration of any registered society, other than a society which includes among its members one or more registered societies, if at any time it is proved to his satisfaction that the number of the members has been reduced to less than ten. Every such order shall take effect from the date thereof.
Effect of cancellation of registration
Where the registration of a society is cancelled by an order under section 38 or under section 39 of this Ordinance the society shall cease to exist as a corporate body from the date on which the order takes effect, hereinafter referred to as the date of dissolution:
Provided that any privileges conferred on the society by or under sections 14, 15, 16 and 17 of this Ordinance shall be deemed to be vested in any liquidator appointed for that society by the Registrar:
Provided also that all property of whatsoever description belonging to the society or held by trustees on its behalf shall vest in any liquidator appointed for that society by the Registrar in the liquidator’s official name.
Liquidation after cancellation of registration of society
Where the registration of a society is cancelled under section 38 or section 39 of this Ordinance the Registrar may appoint a competent person to be liquidator of the society.
Liquidator’s powers
(1) A liquidator appointed under section 41 of this Ordinance shall, subject to the guidance and control of the Registrar and to any limitations imposed by the Registrar by order under section 43 of this Ordinance, have power to:
(a) determine from time to time the contributions to be made by members and past members or by the estates of deceased members of the society to its assets;
(b) appoint a day by notice before which creditors whose claims are not already recorded in the books of the society shall state their claims for admission or be excluded from any distribution made before they have proved them;
(c) decide any question of priority which arises between claimants and draw up a scheme for the payment of their dues;
(d) refer disputes to arbitration and institute and defend suits and other legal proceedings by and on behalf of the society by his name of office and to appear in court as a litigant in person on behalf of the society;
(e) empower any person to make collections and to grant valid receipts on his behalf;
(f) decide by what persons and in what proportions the costs of liquidation are to be borne;
(g) give such directions in regard to the collection and distribution of the assets of the society and the disposal of the books and documents of the society as may be necessary in the course of winding up the society;
(h) compromise any claim by or against the society provided the sanction of the Registrar has first been obtained;
(i) call such general meetings of members as may be necessary for the proper conduct of the liquidation;
(j) take possession of the books, documents and assets of the society;
(k) sell the property of the society;
(l) carry on the business of the society so far as may be necessary for winding it up beneficially:
Provided that nothing herein contained shall entitle the liquidator of a credit society to issue any loan; and
(m) arrange for the distribution of the assets of the society in a convenient manner when a scheme of distribution has been approved by the Registrar.
(2) A liquidator shall deposit the funds and other assets of a dissolved society which are collected by him or which come into his possession as liquidator in such manner and in such place as may from time to time be determined by the Registrar.
(3) A liquidator shall, every three months, submit to the Registrar a report stating the progress made in winding-up the affairs of the society, and shall, on completion of the liquidation proceedings, submit a final report and make over to the Registrar all books, registers and accounts belonging to the society and all books and accounts relating to such proceedings kept by him.
(4) Any liquidator appointed under this Ordinance shall in so far as such powers are necessary for carrying out the purposes of this section, have power to summon and enforce the attendance of parties and witnesses and to compel the production of documents by the same means and (so far as may be) in the same manner as is provided in the case of a District Court.
Power of Registrar to control liquidation
A liquidator shall exercise his powers subject to the control and supervision of the Registrar, who may:
(a) rescind or vary any order made by a liquidator and make whatever new order is required;
(b) remove a liquidator from office;
(c) call for all books, documents and assets of the society;
(d) by order in writing limit the powers of a liquidator under section 42 of this Ordinance;
(e) require accounts to be rendered to him by the liquidator;
(f) procure the auditing of the liquidator’s accounts and authorize the distribution of the assets of the society;
(g) make an order for the remuneration of the liquidator, which remuneration shall be included in the costs of liquidation and shall be payable out of the assets in priority to all other claims;
(h) refer any subject of dispute between a liquidator and any third party to arbitration if that party shall have consented in writing to be bound by the decision of the arbitrator.
Enforcement of order
(1) The decision of an arbitrator on any matter referred to him under section 43 of this Ordinance shall be binding upon the parties, and shall be enforceable in like manner as an order made by the Registrar under that section.
(2) An order made by the liquidator or by the Registrar under section 42 or section 43 of this Ordinance shall be enforced by any District Court in like manner as a decree of that Court.
Limitation of the jurisdiction of the civil court
Save in so far as is hereinbefore expressly provided, no civil court shall have any jurisdiction in respect of any matter concerned with the dissolution of a registered society under this Ordinance, and no appeal shall lie to any civil court from any order of the liquidator.
Closure of liquidation
(1) In the liquidation of a society whose registration has been cancelled, the funds, including the reserve fund, shall be applied first to the cost of liquidation, then to the discharge of the liabilities of the society, then to the payment of the share capital and then, provided the by-laws of the society permit, to the payment of a dividend at a rate not exceeding six per centum per annum for any period for which no disposal of profits was made.
(2) When the liquidation of a society has been closed and any creditor of that society has not claimed or received what is due to him under the scheme of distribution, notice of the closing of the liquidation shall be published in the Gazette, and all claims against the funds of the society liquidated shall be proscribed when two years have elapsed from the date of the publication of the Gazette notice.
(3) Any balance of the reserve fund which may remain after making the payments specified in subsection (1) of this section, including moneys remaining in respect of claims proscribed under subsection (2) of this section, shall be applied to such local object or objects of public utility as may be selected by a majority of the votes of the members of the society (as they existed at the date of the dissolution) assembled in a special meeting and approved of by the Registrar. If within three months of the dissolution of the society the members fail to make a selection which is approved of by the Registrar, the latter shall credit the above-mentioned balance of the reserve fund to the reserve fund of the co-operative society, if any, to which the society was affiliated, or, if the society was not affiliated to any other society, shall place the said balance on deposit in some co-operative or other bank until a new co‑operative society with a similar area of operations is registered, in which event it shall be credited to the reserve fund of such society.
(4) The interest accruing in respect of any balance deposited in any bank in accordance with the provisions of subsection (3) of this section may be applied by the Registrar for the benefit of any society registered under this Ordinance for promoting the establishment of societies of the kind described in section 4 of this Ordinance or generally for the furtherance of co-operative principles in such manner as the Minister may, from time to time, direct.
(5) When any balance placed on deposit in a bank in accordance with the provisions of subsection (3) of this section has remained on deposit for a period of ten years such balance may after the expiration of such period be applied by the Registrar for such of the purposes specified in subsection (4) of this section as the Minister may from time to time direct.
Part VIII Surcharge and attachment
Power of Registrar to surcharge officers etc of a registered society
(1) Where, in the course of the winding up of a registered society, it appears that any person who has taken part in the organization or management of such society or any past or present officer of the society has misapplied or retained or become liable or accountable for any money or property of such Society or has been guilty of misfeasance or breach of trust in relation to such society, the Registrar may, on the application of the liquidator or of any creditor or contributory, examine into the conduct of such person and make an order requiring him to repay or restore the money or property or any part thereof with interest at such rate as the Registrar thinks just or to contribute such sum to the assets of such society by way of compensation in regard to the misapplication, retainer, dishonesty or breach of trust as the Registrar thinks just. Such order shall be enforced in the same manner as if the order had been a judgment of a District Court.
(2) This section shall apply notwithstanding that the act is one for which the offender may be criminally responsible.
Appeal to the Minister
Any person aggrieved by any order of the Registrar made under section 47 of this Ordinance may appeal to the Minister within twenty-one days from the date of such order and the decision of the Minister shall be final and conclusive.
Part IX Disputes
Settlement of disputes
(1) If any dispute touching the business of a registered society arises:
(a) among members, past members and persons claiming through members, past members and deceased members; or
(b) between a member, past member or person claiming through a member, past member or deceased member, and the society, its Committee or any officer of the society; or
(c) between the society of its Committee and any officer of the society; or
(d) between the society and any other registered society, such dispute shall be referred to the Registrar for decision.
A claim by a registered society for any debt or demand due to it from a member, past member or the nominee, heir or legal representative of a deceased member, shall be deemed to be a dispute touching the business of the society within the meaning of this subsection.
(2) The Registrar may, on receipt of a reference under subsection (1) of this section:
(a) decide the dispute himself; or
(b) refer it for disposal to an arbitrator or arbitrators.
(3) Any party aggrieved by the award of the arbitrator or arbitrators may appeal therefrom to the Registrar within such period and in such manner as may be prescribed.
(4) A decision of the Registrar under subsection (2) or on appeal under subsection (3) of this section shall be final and shall not be called in question in any court.
(5) The award of the arbitrator or arbitrators under subsection (2) of this section shall, if no appeal is preferred to the Registrar under subsection (3), or if any such appeal is abandoned or withdrawn, be final and shall not be called in question in any court and shall be enforced in the same manner as if the award had been a judgment of a District Court.
Case stated on question of law
(1) Notwithstanding anything contained in the last foregoing section, the Registrar at any time when proceeding to a decision under this Ordinance, or the Minister at any time when an appeal has been preferred to him against any decision of the Registrar under this Ordinance, may refer any question of law arising out of such decision for the opinion of the High Court.
(2) Any Judge or Judges of the High Court, as the Chief Justice may direct, may consider and determine any question of law so referred, and the opinion given on such question shall be final and conclusive.
Part X Rules
Rules
(1) The Minister may make all such rules as may be necessary for the purpose of carrying out or giving effect to the principles and provisions of this Ordinance.
(2) In particular but without prejudice to the generality of the power conferred by subsection (1) of this section, such rules may:
(a) prescribe the forms to be used and the conditions to be complied with in applying for the registration of a society and the procedure in the matter of such applications;
(b) prescribe the conditions to be complied with by persons applying for admission or admitted as members, and provide for the election and admission of members from time to time, and the payment to be made and interest to be acquired before exercising rights of membership;
(c) subject to the provisions of section 27 of this Ordinance, prescribe the maximum number of shares or portion of the capital of a registered society which may be held by a member;
(d) prescribe the extent to which a registered society may limit the number of its members;
(e) provide for the withdrawal and expulsion of members and for the payments, if any, to be made to members who withdraw or are expelled, and for the liabilities of past members;
(f) provide for general meetings of the members and for the procedure at such meetings and the powers to be exercised by such meetings;
(g) provide for the appointment, suspension and removal of the members of the Committee and other officers, and for the procedure at meetings of the Committee and for the powers to be exercised and the duties to be performed by the Committee and other officers;
(h) prescribe the matters in respect of which a society may or shall make by-laws and for the procedure to be followed in making, altering and rescinding by-laws, and the conditions to be satisfied prior to such making, alteration or rescission;
(i) regulate the manner in which funds may be raised by means of shares or debentures or otherwise;
(j) prescribe the conditions to be observed by a registered society applying for financial assistance from the Government;
(k) prescribe the payments to be made, the conditions to be complied with, and the forms of the bonds, instruments or other documents to be executed, by members applying for loans or cash credits, the period for which loans may be made or credits granted, and the maximum amount which may be lent and the maximum credit which may be allowed to individual members with or without the consent of the Registrar;
(l) provide for the mode in which the value of a deceased member’s interest shall be ascertained, and for the nomination of a person to whom such interest may be paid or transferred;
(m) provide for the mode in which the value of the interest of a member who has become of unsound mind an incapable of managing himself or his affairs shall be ascertained and for the nomination of any person to whom such interest may be paid or transferred;
(n) provide for the formation and the maintenance of reserve funds, and the objects to which such funds may be applied, and for the investment of any funds under the control of any registered society;
(o) prescribe the conditions under which profits may be distributed to the members of a society with unlimited liability and the maximum rate of dividend which may be paid by societies;
(p) prescribe the accounts and books to be kept by a registered society, and for the periodical publication of a balance sheet showing the assets and liabilities of a registered society;
(q) provide for the audit of the accounts of registered societies and for the charges, if any, to be made for such audit;
(r) prescribe the returns to be submitted by registered societies to the Registrar and the persons by whom and the form in which the same are to be made;
(s) provide for the persons by whom, and the form in which copies of entries in books of registered societies may be certified;
(t) provide for the formation and maintenance of a register of members, and, where the liability of members is limited by shares, of a register of shares;
(u) provide for the inspection of documents and registers at the Registrar’s office and the fee to be paid therefor and for the issue of copies of such documents or registers;
(v) prescribe the manner in which any question as to the breach of any by-law or contract relating to the disposal of produce to or through a society may be determined, and the manner in which the liquidated damages for any such breach may be ascertained or assessed;
(w) subject to the express provisions of this Ordinance determine in what cases an appeal shall lie from the orders of the Registrar and prescribe the procedure to be followed in presenting and disposing of such appeals;
(x) prescribe the mode of appointing an arbitrator or arbitrators and the procedure to be followed in proceedings before the Registrar or such arbitrator or arbitrators;
(y) prescribe the procedure to be followed by a liquidator appointed under section 41 of this Ordinance and the cases in which appeals shall lie from the orders of such liquidator;
(z) prescribe the forms to be used, the fees to be paid, the procedure to be observed and all other matters connected with or incidental to the presentation, hearing and disposal of appeals under this Ordinance or the rules.
Part XI Miscellaneous
Recovery of sums due to Government
(1) All sums due from a registered society or from an officer of member or past member of a registered society as such to the Government may be recovered in the manner provided for the recovery of debts due to the Government under the law for the time being in force.
(2) Sums due from a registered society to the Government and recoverable under subsection (1) of this section may be recovered first, from the property of the society; secondly, in the case of a society of which the liability of members is limited, from the members subject to the limit of their liability; and thirdly, in the case of other societies, from the members.
Special powers of Minister to exempt any society from requirements as to registration
Notwithstanding anything contained in this Ordinance the Minister may, by special order in each case and subject to such conditions, if any, as he may impose, exempt any society from any of the requirements of this Ordinance as to registration.
Special powers of Minister to exempt societies from provisions of Ordinance
The Minister may, by general or special order, exempt any registered society or class of societies from any of the provisions of this Ordinance, or may direct that such provisions shall apply to any society or class of societies, with effect from such date or with such modifications as may be specified in the order.
Power to exempt from duty or tax
The Minister by notification in the Gazette may, in the case of any registered society or class of registered societies, reduce or remit:
(a) the duty or tax which under any written law for the time being in force may be payable in respect of the profits of the society or of the dividends or other payments received by the members of the society on account of profits;
(b) the stamp duty with which under any written law for the time being in force instruments executed by or on behalf of a registered society or by an officer or member and relating to the business of such society or any class of such instruments, are respectively chargeable.
Prohibition of the use of the word ‘co-operative’
(1) No person other than a registered society shall trade or carry on business under any name or title of which the word ‘Co‑operative’ is part without the sanction of the Minister.
Provided that nothing in this section shall apply to the use by any person or his successor in interest of any name or title under which he traded or carried on business at the commencement of this Ordinance.
(2) Any person who contravenes the provisions of this section shall be guilty of an offence and shall be liable to a fine not exceeding fifty dollars, and, in the case of a continuing offence, to a further fine of five dollars for each day during which the offence continues.
Companies Ordinance, Societies Ordinance and Trade Unions Ordinance not to apply
The provisions of the Companies Ordinance, the Societies Ordinance and the Trade Unions Ordinance shall not apply to societies registered under this Ordinance.
Penalty for non-compliance with Ordinance
(1) Any:
(a) registered society or officer or member thereof wilfully neglecting or refusing to do any act or to furnish any information required for the purposes of this Ordinance by the Registrar or other person duly authorized by him in that behalf; or
(b) person wilfully or without any reasonable excuse disobeying any summons, requisition or lawful written order issued under the provisions of this Ordinance, or failing to furnish any information lawfully required from him by a person authorized to do so under the provisions of this Ordinance,
shall be guilty of an offence against this Ordinance.
(2) Any society or person guilty of an offence under this section shall be liable to a fine not exceeding fifty dollars.
Repeal
The Co-operative Societies Ordinance is hereby repealed:
Provided that any society which was immediately before the commencement of this Ordinance registered under the provisions of the Co-operative Societies Ordinance shall be deemed to be a registered society under and for the purposes of this Ordinance.
Notes to the Co-operative Societies Ordinance
Note 1
The Co-operative Societies Ordinance in force under sections 7A and 8 of the Cocos (Keeling) Islands Act 1955 comprises Chapter 175 of The Laws of the Colony of Singapore in its application to the Territory as in force in the Colony of Singapore on 31 December 1957.
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