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合作社条例英文版

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合作社条例(英文版)

CO-OPERATIVE SOCIETIES ORDINANCE (CHAPTER 33) ARRANGEMENT OF SECTIONSSectionPART I PRELIMINARY1. Short title2. InterpretationPART II REGISTRATION3. Appointment of Registrar and assistant registrars4. Societies which may be registered5. Conditions of registration6. Application for registration7. Registration and appeals8. Societies to be bodies corporate9. Evidence of registrationPART III DUTIES AND PRIVILEGES OF SOCIETIES10. Amendment of the by-laws of a registered society11. Address of society12. Copy of Ordinance, rules, by-laws, etc., to be open to inspection13. Disposal of produce to or through a registered society14. Creation of charges in favour of registered societies15. Charge and set off in respect of shares or interest of members16. Shares or interest not liable to attachment or sale17. Transfer of interest on death of member18. Deposits by or on behalf of minors19. Register of members20. Proof of entries in books of societyPART IV RIGHTS AND LIABILITIES OF MEMBERS21. Qualification for membership22. Members not to exercise rights till due payment made23. Restriction of membership in society24. Votes of members25. Representation by proxy26. Contracts with society of members who are minors27. Block holdings of shares limited28. Restriction on transfer of share or interest29. Liability of past member and estate of deceased member for debts ofsocietyPART V PROPERTY AND FUNDS OF REGISTERED SOCIETIES30. Loans made by a registered society31. Deposits and loans received by a registered society32. Restrictions on other transactions with non-members33. Investment of funds34. Disposal of profitsPART VI AUDIT, INSPECTION AND INQUIRY35. Audit36. Power of Registrar to inspect society's books, etc.37. Inquiry and inspectionPART VII DISSOLUTION38. Dissolution39. Cancellation of registration for lack of membership40. Effect of cancellation of registration41. Liquidation after cancellation of registration of society42. Liquidator's power43. Power of Registrar to control liquidation44. Enforcement of order45. Limitation of the jurisdiction of the civil court46. Closure of liquidationPART VIII SURCHARGE AND ATTACHMENT47. Power of Registrar to surcharge officers, etc., of a registeredsociety48. Appeal to GovernorPART IX DISPUTES49. Settlement of disputes50. Case stated on question of lawPART X RULES51. RulesPART XI MISCELLANEOUS52. Recovery of sums due to Government53. Special power of Governor to exempt any society from requirements asto registration54. Special power of Governor to exempt societies fromprovisions of Ordinance55. Power to remit registration fees56. Prohibition of the use of the word "co-operative"57. Certain legislation not to apply to registered societies58. Penalty for non-compliance with Ordinance59. Punishment of fraud or misappropriationTo provide for the formation and to regulate the operation of co-operativesocieties. [15 February 1951] G. N. A. 31 of 1951 PART I PRELIMINARY1. Short titleThis Ordinance may be cited as the Co-operative Societies Ordinance.2. InterpretationIn this Ordinance, unless the context otherwise requires--"bonus" means a share of the profits of a registered society divided amongits members in proportion to the volume of business done with the societyby them from which the profits of the society were derived;"by-laws" means the registered by-laws made by a society in the exerciseof any power conferred by this Ordinance, and includes a registeredamendment of the by-laws;"committee" means the governing body of aregistered society to whom the management of its affairs is entrusted;"dividend" means a share of the profits of a registered society dividedamong its members in proportion to the share capital held by them;"member" includes a person or registered society joining in theapplication for the registration of a society, and a person or registeredsociety admitted to membership after registration in accordance with theby-laws;"officer" includes a chairman, secretary, treasurer, member of committee,or other person empowered under the rules or by-laws to give directions inregard to the business of a registered society;"registered society" means a co-operative society registered under thisOrdinance;"Registrar" means the Registrar of Co-operative Societiesappointed under section 3 and includes any person when exercising suchpowers of the Registrar as may have been conferred upon him under thatsection;"rules" means rules made under this Ordinance. PART II REGISTRATION3. Appointment of Registrar and assistant registrarsThe Governor may appoint a person to be Registrar of Co-operativeSocieties for the Colony and may appoint persons to assist such Registrar,and may, by general or special order published in the Gazette, confer onany such persons all or any of the powers of a Registrar under thisOrdinance.4. Societies which may be registeredSubject to the provisions hereinafter contained, a society which has asits object the promotion of the economic interests of its members inaccordance with co-operative principles, or a society established with theobject of facilitating the operations of such a society, may be registeredunder this Ordinance with or without limited liability as the Registrarmay decide:Provided that the liability of a society which includes at least oneregistered society among its members shall be limited.5. Conditions of registration(1) No society, other than a society of which a member is a registeredsociety, shall be registered under this Ordinance, which does not consistof at least ten persons each of whom is qualified under section 21 formembership.(2) The word "co-operative" or its Chinese equivalent shall form part ofthe name of every society registered under this Ordinance.(3) The word "limited" shall be the last word in, or its Chinese characterequivalent shall form part of, the name of every society with limitedliability registered under this Ordinance. (Replaced 21 of 1976 s. 2)(4) When for the purposes of this section any question arises as to age,residence, or occupation of land constituting the qualification of anyperson, that question shall be decided by the Registrar whose decisionshall be final.6. Application for registration(1) For the purposes of registration an application shall be made to theRegistrar.(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 ofsubsection (1) of section 5; and(b) in the case of a society of which a member is a registered society, bya duly authorized person on behalf of every such registered society, and,where all the members of the society are not registered societies, by tenother members, or, when there are less than ten other members, by all ofthem.(3) The application shall be accompanied by copies of the proposed by-lawsof the society, and the persons by whom or on whose behalf suchapplication is made shall furnish such information in regard to thesociety as the Registrar may require.7. Registration and appeals(1) If the Registrar is satisfied that a society has complied with theprovisions of this Ordinance and the rules, and that its proposed by-lawsare not contrary to this Ordinance or to the rules, he may, if he thinksfit, register the society and its by-laws, An appeal shall lie to theGovernor in Council against the refusal of the Registrar to register anysociety within one month from the date of such refusal.(2) Onregistration the society shall pay such fee as may be required by therules.8. Societies to be bodies corporateThe registration of a society shall render it a body corporate by the nameunder which it is registered, with perpetual succession and with power tohold property, to enter into contracts, to institute and defend suits andother legal proceedings, and to do all things necessary for the purpose ofits constitution.9. Evidence of registrationA certificate of registration signed by the Registrar shall be conclusiveevidence that the society therein mentioned is duly registered, unless itis proved that the registration of the society has been cancelled. PART III DUTIES AND PRIVILEGES OF SOCIETIES10. 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 thesociety.(2) No amendment of the by-laws of a registered society shall be validuntil that amendment has been registered under this Ordinance, for whichpurpose copies of the amendment shall be forwarded to the Registrar.(3) If the Registrar is satisfied that any amendment of the by-laws is notcontrary to this Ordinance or to the rules, he may, if he thinks fit,register the amendment. An appeal shall lie to the Governor in Councilagainst the refusal of the Registrar to register any amendment of any by-law within one month from the date of such refusal. (Amended 21 of 1976s. 3)(4) An amendment which changes the name of a society shall not affect anyright or obligation of the society or of any of its members or pastmembers, and any legal proceedings pending may be continued by or againstthe society under its new name.(5) When the Registrar registers anamendment of the by-laws of a registered society, he shall issue to thesociety a copy of the amendment certified by him, which shall beconclusive evidence of the fact that the amendment has been dulyregistered.11. Address of societyEvery registered society shall have an address to which all notices andcommunications may be sent and shall send to the Registrar notice of thataddress and of every change of that address within 30 days of theregistration of the society or the change of address as the case may be;and the Registrar may effect registration thereof. (Replaced 21 of 1976s. 4)12. Copy of Ordinance, rules, by-laws, etc., to be open to inspectionEvery registered society shall keep a copy of this Ordinance and of therules 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 thesociety.13. Disposal of produce to or through a registered society(1) A registered society which has as one of its objects the disposal ofany article produced or obtained by the work or industry of its memberswhether the produce of agriculture, animal husbandry, forestry, fisheries,handicrafts or otherwise may provide in its by-laws or may otherwisecontract with its members--(a) that every such member who produces any such article shall dispose ofthe whole or any specified amount, proportion or description thereof to orthrough the society; and(b) that any member who is proved or adjudged, insuch manner as may be prescribed by the rules to be guilty of a breach ofthe by-laws or contract shall pay to the society as liquidated damages asum ascertained or assessed in such manner as may be prescribed by theaforesaid rules.(2) No contract entered into under the provisions of this section shall becontested in any court on the ground only that it constitutes a contractin restraint of trade.14. Creation of charges in favour of registered societiesSubject to any prior claim of the Crown on the property of the debtor andto the lien or claim of a landlord in respect of rent or any moneyrecoverable as rent and in the case of immovable property to any priorregistered charge thereon--(a) any debt or outstanding demand payable to a registered society by anymember or past member shall be a first charge on all crops or otheragricultural produce, felled timber or other forest produce, marineproduce, fish (fresh-water and salt-water), livestock, fodder,agricultural, industrial and fishing implements, plant, machinery, boats,tackle and nets, raw materials, stock in trade and generally all produceof labour and things used in connexion with production raised, purchasedor produced in whole or in part from any loan whether in money or in goodsgiven him by the society:Provided that nothing herein contained shall affect the claim of any bonafide purchaser or transferee without notice;(b) any outstanding demands or dues payable to a registered housingsociety by any member or past member in respect of rent, shares, loans orpurchase money or any other rights or amounts payable to such societyshall be a first charge upon his interest in the immovable property of thesociety.15. Charge and set off in respect of shares or interest of membersA registered society shall have a charge upon the shares or interests inthe capital and on the deposits of a member or past member or deceasedmember and upon any dividend, bonus, or profits payable to a member orpast member or to the estate of a deceased member in respect of any debtdue to the society from such member or past member or estate, and may setoff any sum credited or payable to a member or past member or estate of adeceased member in or towards payment of any such debt.16. Shares or interest not liable to attachment or saleSubject to the provisions of section 15, the share or interest of a memberin the capital of a registered society shall not be liable to attachmentor sale under any decree or order of a court in respect of any debt orliability incurred by such member, and neither his assignee in insolvencynor a receiver duly appointed shall be entitled to, or have any claim on,such share or interest.17. Transfer of interest on death of member(1) On the death of a member, a registered society may transfer the shareor interest of the deceased member to the person nominated in accordancewith the rules made in this behalf, or, if there is no person sonominated, to such persons as may appear to the committee to be the heiror legal representative of the deceased member, or may pay to suchnominee, heir or legal representative, as the case may be, a sumrepresenting the value of such member's share or interest, as ascertainedin accordance with the rules or by-laws:Provided that--(a) in the case of a society with unlimited liability such nominee, heiror legal representative, as the case may be, may require payment by thesociety of the value of the share or interest of the deceased memberascertained as aforesaid;(b) in the case of a society with limitedliability, the society may transfer the share or interest of the deceasedmember to such nominee, heir or legal representative, as the case may be,being qualified in accordance with the rules and by-laws for membership ofthe society, or on his application within six months of the death of thedeceased member to any person specified in the application who is soqualified.(2) A registered society shall pay all other moneys due to the deceasedmember from the society to such nominee, heir or legal representative, asthe case may be.(3) All transfers and payments made by a registeredsociety in accordance with the provisions of this section shall be validand effectual against any demand made upon the society by any otherperson.18. Deposits by or on behalf of minors(1) A registered society may receive deposits from or for the benefit ofminors and it shall be lawful for a registered society to pay such minorsthe interest which may become due on such deposits. Any deposits made by aminor may, together with the interest accrued thereon, be paid to thatminor; and any deposit made on behalf of a minor may, together with theinterest accrued thereon, be paid to the guardian of that minor for theuse of the minor.(2) The receipt of any minor or guardian for money paid to him under thissection shall be a sufficient discharge of the liability of the society inrespect of that money.19. Register of membersAny register or list of members kept by any registered society shall beprima facie evidence of any of the following particulars entered therein--(a) the date at which the name of any person was entered in such registeror list as a member;(b) the date at which any such person ceased to be a member.20. Proof of entries in books of society(1) A copy of any entry in a book of a registered society regularly keptin the course of business shall, if certified in such manner as may beprescribed by the rules, be received in any legal proceeding, civil orcriminal, as prima facie evidence of the existence of such entry and shallbe admitted as evidence of the matters, transactions and accounts thereinrecorded in every case where, and to the same extent as, the originalentry itself is admissible.(2) No officer of any such society shall, in any legal proceedings towhich the society is not a party, be compelled to produce any of thesociety's books, the contents of which can be proved under subsection (1)or to appear as a witness to prove any matters, transactions or accountstherein recorded, unless the court for special reason so directs. PART IV RIGHTS AND LIABILITIES OF MEMBERS21. Qualification for membershipIn order to be qualified for membership of a co-operative society aperson, other than a registered society, must--(a) have attained the age of 18 years;(b) be resident within or in occupation of land within the society's areaof operations as described by the by-laws.22. Members not to exercise rights till due payment madeNo member of a registered society shall exercise the rights of a memberunless or until he has made such payment to the society in respect ofmembership or acquired such interest in the society, as may be prescribedby the rules or by-laws.23. Restriction of membership in societyExcept with the sanction of the Registrar, no person shall be a member ofmore than one registered society whose primary object is to grant loans toits members.24. Votes of membersNo member of any registered society shall have more than one vote in theconduct of the affairs of the society:Provided that--(a) in the case of an equality of votes the chairman shall have a castingvote;(b) in the case of societies of which a registered society is amember that society may have such voting powers as are provided in therules.25. Representation by proxyA registered society which is a member of any other registered society mayappoint any one of its members as its proxy for the purpose of voting inthe conduct of the affairs of such other registered society.26. Contracts with society of members who are minorsThe minority or non-age of any person duly admitted as a member of anyregistered society shall not debar that person from executing anyinstrument or giving any acquittance necessary to be executed or givenunder this Ordinance or the rules made thereunder, and shall not be aground for invalidating or avoiding any contract entered into by any suchperson with the society; and any such contract entered into by any suchperson with the society, whether as principal or as surety, shall beenforceable at law or against such person notwithstanding his minority ornon-age.27. Block holdings of shares limitedNo member, other than a registered society, shall hold more than one-fifthof the share capital of any co-operative society.28. Restriction on transfer of share or interest(1) The transfer or charge of the share or interest of a member or pastmember or deceased member in the capital of a registered society shall besubject to such conditions as to maximum holding as may be prescribed bythis Ordinance or by the rules.(2) In the case of a society registeredwith unlimited liability, a member shall not transfer any share held byhim 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 thesociety, or to a person whose application for membership has been acceptedby the committee.29. Liability of past member and estate of deceased member for debts ofsociety(1) The liability of a past member for the debts of a registeredsociety as they existed on the date on which he ceased to be a membershall not continue for a period of more than two years reckoned from thatdate.(2) The estate of a deceased member shall not be liable for the debts ofthe society as they existed on the date of his decease for a period ofmore than two years reckoned from the date of his decease. PART V PROPERTY AND FUNDS OF REGISTERED SOCIETIES30. Loans made by a registered society(1) A registered society shall not, except as provided in section 33, makeany loan to any person other than a member:Provided that, with the consent of the Registrar, a registered society maymake loans to another registered society.(2) Except with the permission of the Registrar, a registered societyshall not lend money on the security of any movable property other thanproduce or goods in which the society is authorized to deal.(3) The Governor may, by general or special order, prohibit or restrictthe lending of money on mortgage of any description of immovable propertyby any registered society.31. Deposits and loans received by a registered societyA registered society shall receive deposits and loans from persons who arenot members only to such extent and under such conditions as may beprescribed by the rules or by-laws.32. Restrictions on other transactions with non-membersSave as provided in sections 30 and 31, the transactions of a registeredsociety with persons other than members shall be subject to suchprohibitions and restrictions as may be prescribed by the rules.33. Investment of fundsA registered society may invest or deposit its funds--(a) in a post office savings bank, or with any bank or person carrying onthe business of banking approved for this purpose by the Registrar; or (b)in any securities issued or guaranteed by a Government within theCommonwealth; or(c) with any other registered society approved for thispurpose by the Registrar; or(d) in any other mode approved by theRegistrar.34. Disposal of profits(1) At least one-fourth of the net profits of every registered society, asascertained by the audit prescribed by section 35, shall be carried to afund to be called the reserve fund, which shall be employed as prescribedby the rules. After deduction of any tax which may have been charged onsuch society in accordance with the provisions of the Inland RevenueOrdinance (Cap. 112), the remainder of such profits and any profits ofpast years available for distribution may be divided among the members byway of dividend or bonus, or allocated to any funds constituted by thesociety, to such extent or under such conditions as may be prescribed bythe rules or by-laws: Provided that in the case of a society withunlimited liability, no distribution of profits shall be made without thegeneral or special order of the Governor.(2) Any registered society, maywith the sanction of the Registrar, after one-fourth of the net profits inany year has been carried to a reserve fund, contribute an amount notexceeding ten per cent of the remaining net profits to any charitablepurpose or to a common-good fund. PART VI AUDIT, INSPECTION AND INQUIRY35. Audit(1) The Registrar shall audit or cause to be audited by some personauthorized by him by general or special order in writing the accounts ofevery registered society once at least in every year.(2) The audit under subsection (1) shall include an examination of overduedebts, if any, and a valuation of the assets and liabilities of theregistered society.(3) The Registrar and every other person appointed toaudit the accounts of a society shall have power when necessary--(a) to summon at the time of his audit any officer, agent, servant ormember of the society who he has reason to believe can give materialinformation in regard to any transactions of the society or the managementof its affairs; or(b) to require the production of any book or document relating to theaffairs of, or any cash or securities belonging to, the society by theofficer, agent, servant or member in possession of such book, document,cash or securities.36. Power of Registrar to inspect society's books, e Registrar, or any person authorized by general or special order inwriting by the Registrar, shall at all times have access to all the books,accounts, papers and securities of a registered society, and shall beentitled to inspect the cash in hand; and every officer of the societyshall furnish such information in regard to the transactions and workingof the society as the person making such inspection may require.37. Inquiry and inspection(1) The Registrar may of his own motion, and shall on the application of amajority of the committee, or of not less than one-third of the members ofa registered society, hold an inquiry or direct some person authorized byhim by order in writing in this behalf to hold an inquiry into theconstitution, working, and financial condition of a registered society;and all officers and members of the society shall furnish such informationin regard to the affairs of the society and produce the cash in hand andsuch books, accounts, papers and securities of the society as theRegistrar or the person authorized by him may require.(2) The Registrar shall, on the application of a creditor of theregistered society, inspect or direct some person authorized by him inwriting in this behalf to inspect the books of the society, if theapplicant--(a) proves that an ascertained sum of money is then due to him and that hehas demanded payment thereof and has not received satisfaction within areasonable time; and(b) deposits with the Registrar such sum as securityfor the costs of the proposed inspection as the Registrar may require.(3) The Registrar shall communicate the results of any such inspection tothe 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 madeunder subsection (2), the Registrar may apportion the costs or such partof the costs, as he may think right, between the registered society, themembers demanding an inquiry, the officers or former officers of thesociety, and the creditor, if any, on whose application the inquiry wasmade.(5) Any sum awarded by way of costs against any society or person underthis section may be recovered, on application to a magistrate havingjurisdiction in the place where the registered office of the society issituate or the person resides or carries on business for the time being,in like manner as a fine imposed by such court. PART VII DISSOLUTION38. Dissolution(1) If the Registrar, after holding an inquiry or making an inspectionunder section 37 or on receipt of an application made by three-fourths ofthe members of a registered society, is of opinion that the society oughtto be dissolved, he may make an order for the cancellation of theregistration of the society.(2) Any member of a registered society may, within two months from thedate of an order under subsection (1), appeal from such order to theGovernor.(3) Where no appeal is presented within two months from the making of anorder cancelling the registration of a society, the order shall takeeffect on the expiry of that period. Where an appeal is presented withintwo months, the order shall not take effect until it is confirmed.(4) Where the Registrar makes an order for the cancellation of theregistration of a society under subsection (1) he may make such furtherorder as he may think fit for the custody of the books and documents andthe protection of the assets of the society until the order cancellingregistration takes effect.(5) No registered society shall be wound up save by an order of theRegistrar.39. Cancellation of registration for lack of membershipThe Registrar may, by order in writing, cancel the registration of anyregistered society other than a society which includes among its membersone or more registered societies, if at any time it is proved to hissatisfaction that the number of the members has been reduced to less thanten. Every such order shall take effect from the date thereof.40. Effect of cancellation of registrationWhere the registration of a society is cancelled by an order under section38 or 39 the society shall cease to exist as a corporate body from thedate on which the order takes effect, hereinafter referred to as the dateof dissolution:Provided that any privileges conferred on the society by or under sections14, 15, 16 and 17 shall be deemed to be vested in any liquidator appointedfor that society by the Registrar.41. Liquidation after cancellation of registration of societyWhere the registration of a society is cancelled under section 38 or 39the Registrar may appoint one or more persons to be, subject to hisdirection and control, the liquidator or liquidators of the society.42. Liquidator's power(1) A liquidator appointed under section 41 shall, subject to the guidanceand control of the Registrar and to any limitations imposed by theRegistrar by order under section 43, have power to--(a) determine from time to time the contribution to be made by members andpast members or by the estates of deceased members of the society to itsassets;(b) appoint a day by notice before which creditors whose claims are notalready recorded in the books of the society shall state their claims foradmission or to be excluded from any distribution made before they haveproved them;(c) decide any question of priority which arises between creditors;(d) refer disputes to arbitration and institute and defend suits and otherlegal proceedings on behalf of the society by his name or office;(e) decide by what persons and in what proportions the costs ofliquidation are to be borne;(f) give such directions in regard to the collection and distribution ofassets as may be necessary in the course of winding up the society;(g) compromise any claim by or against the society provided the sanctionof the Registrar has first been obtained;(h) call such general meetings of members as may be necessary for theproper conduct of the liquidation;(i) take possession of the books, documents and assets of the society; (j)sell the property of the society;(k) carry on the business of the society so far as may be necessary forwinding it up beneficially:Provided that nothing herein contained shall entitle the liquidator of acredit society to issue any loan; and(l) arrange for the distribution of the assets of the society in aconvenient manner when a scheme of distribution has been approved by theRegistrar.(2) Subject to such rules as may be made in this behalf, any liquidatorappointed under this Ordinance shall in so far as such powers arenecessary for carrying out the purposes of this section, have power tosummon and enforce the attendance of parties and witnesses and to compelthe production of documents by the same means and (so far as may be) inthe manner as is provided in the case of a magistrate.43. Power of Registrar to control liquidationA liquidator shall exercise his powers subject to the control and revisionof the Registrar, who may--(a) rescind or vary any order made by a liquidator and make whatever neworder 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;(e) require accounts to be rendered to him by the liquidator;(f) procure the auditing of the liquidator's accounts and authorize thedistribution of the assets of the society;(g) make an order for the remuneration of the liquidator; or(h) refer any subject of dispute between a liquidator and any third partyto arbitration if that party shall have consented in writing to be boundby the decision of the arbitrator.44. Enforcement of order(1) The decision of an arbitrator on any matter referred to him undersection 43 shall be binding upon the parties, and shall be enforceable inlike manner as an order made by the Registrar under that section.(2) An order made by a liquidator or by the Registrar under section 42 or43 shall be enforced by any civil court having jurisdiction over the placewhere the registered office of the society is situate in like manner as adecree of that court.45. Limitation of the jurisdiction of the civil courtSave in so far as is hereinbefore expressly provided, no civil court shallhave any jurisdiction in respect of any matter concerned with thedissolution of a registered society under this Ordinance.46. 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 costsof 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 ofthe society permit, to the payment of a dividend at a rate not exceedingten per cent per annum for any period for which no disposal of profits wasmade.(2) When the liquidation of a society has been closed and any creditor ofthat society has not claimed or received what is due to him under thescheme of distribution, notice of the closing of the liquidation shall bepublished in the Gazette; and, all claims against the funds of the societyliquidated shall be proscribed when two years have elapsed from the dateof the publication of the Gazette notice.(3) Any surplus remaining after the application of the funds to thepurposes specified in subsection (1) and the payment of any claims forwhich an action is instituted under subsection (2) shall be available foruse by the Registrar for any co-operative purpose at his discretion. PART VIII SURCHARGE AND ATTACHMENT47. Power of Registrar to surcharge officers, etc., of a registeredsociety (1) Where, in the course of the winding up of a registered societyit appears that any person who has taken part in the organization ormanagement of such society or any past or present officer of the societyhas misapplied or retained or become liable or accountable for any moneyor property of such society or has been guilty of misfeasance or breach oftrust in relation to such society, the Registrar may, on the applicationof the liquidator or of any creditor or contributory, examine into theconduct of such person and make an order requiring him to repay or restorethe money or property or any part thereof with interest at such rate asthe Registrar thinks just or to contribute such sum to the assets of suchsociety by way of compensation in regard to the misapplication, retainer,dishonesty or breach of trust as the Registrar thinks fit.(2) Thissection shall apply notwithstanding that the act is one for which theoffender may be criminally responsible.48. Appeal to GovernorAny person aggrieved by any order of the Registrar made under section 47may appeal to the Governor within twenty-one days from the date of suchorder and the decision of the Governor shall be final and conclusive. PART IX DISPUTES49. 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, pastmembers 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 anyofficer of the society; or(c) between the society or its committee andany officer or the society; or(d) between the society and any otherregistered society;such dispute shall be referred to the Registrar for decision. A claim by aregistered society for any debt or demand due to it from a member, pastmember or the nominee, heir or legal representative of a deceased member,shall be deemed to be a dispute touching the business of the societywithin the meaning of this subsection.(2) The Registrar may, on receipt of a reference under subsection (1)--(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 mayappeal therefrom to the Registrar within one month after the award isgiven by lodging notice in writing with the Registrar. (Amended 21 of 1976s. 5)(4) A decision of the Registrar under subsection (2) or in appeal undersubsection (3) shall be final and shall not be called in question in anycivil court.(5) The award of the arbitrator or arbitrators undersubsection (2) shall, if no appeal is preferred to the Registrar undersubsection (3), or if any such appeal is abandoned or withdrawn, be finaland shall not be called in question in any civil court and shall beenforced in the same manner as if the award had been a judgment of a civilcourt.50. Case stated on question of law(1) Notwithstanding anything contained in section 49, the Registrar at anytime when proceeding to a decision under this Ordinance, or the Governorat any time when an appeal has been preferred to him against any decisionof the Registrar under this Ordinance, may refer any question of lawarising out of such decision for the ruling of the court.(2) Such judge or judges as the Chief Justice may direct, may consider anddetermine any question of law so referred and the ruling given on suchquestion shall be final and conclusive. PART X RULES51. Rules(1) The Governor in Council may make all such rules as may be necessaryfor the purpose of carrying out or giving effect to the principles andprovisions of this Ordinance.(2) In particular, and without prejudice tothe generality of the power conferred by subsection (1), such rules mayprovide for--(a) forms to be used and the conditions to be complied with in applyingfor the registration of a society and the procedure in the matter of suchapplications;(b) conditions to be complied with by persons applying foradmission or admitted as members, election and admission of members fromtime to time, and the payment to be made and interest to be acquiredbefore exercising rights of membership;(c) subject to the provisions of section 27, the maximum number of sharesor portion of the capital of a registered society which may be held by amember;(d) the extent to which a registered society may limit the number of itsmembers;(e) withdrawal and expulsion of members and payments to be madeto members who withdraw or are expelled, and the liabilities of pastmembers;(f) general meetings of the members and for the procedure at such meetingsand the powers to be exercised by such meetings;(g) appointment, suspension and removal of the members of the committeeand other officers, and the procedure at meetings of the committee, andthe powers to be exercised and the duties to be performed by the committeeand other officers;(h) matters in respect of which a society may or shall make by-laws andthe procedure to be followed in making, altering and rescinding by-laws,and the conditions to be satisfied prior to such making, alteration orrescission;(i) the manner in which funds may be raised by means of shares ordebentures or otherwise;(j) conditions to be observed by a registered society applying forfinancial assistance from government;(k) the payment to be made, the conditions to be complied with and theforms of the bonds, instruments or other documents to be executed bymembers applying for loans or cash credits, the period for which loans maybe made or credits granted, and the maximum amount which may be lent andthe maximum credit which may be allowed to individual members with orwithout the consent of the Registrar;(l) the mode in which the value of a deceased member's interest shall beascertained, and for the nomination of a person to whom such interest maybe paid or transferred;(m) the mode in which the value of the interest ofa member who has become of unsound mind and incapable of managing himselfor his affairs shall be ascertained and the nomination of any person towhom such interest may be paid or transferred;(n) formation and maintenance of reserve funds, and the objects to whichsuch funds may be applied, and investment of any funds under the controlof any registered society;(o) conditions under which profits may be distributed to the members ofa society with unlimited liability and the maximum rate of dividend whichmay be paid by societies;(p) accounts and books to be kept by a registered society, and for theperiodical publication of a balance sheet showing the assets andliabilities of a registered society;(q) audit of the accounts of registered societies and for the charges, ifany, to be made for such audit and the levy of contributions from all orany registered societies to a fund to be used for the audit andsupervision of existing societies and co-operative propaganda and theadministration of such a fund;(r) returns to be submitted by registered societies to the Registrar, andthe persons by whom and the form in which the same are to be made;(s) the persons by whom, and the form in which, copies of entries in booksof registered societies may be certified;(t) formation and maintenance of a register of members, and, where theliability of members is limited by shares, of a register of shares;(u) inspection of documents and registers at the Registrar's office andthe fees to be paid therefor and the issue of copies of such documents orregisters;(v) the manner in which any question as to the breach of any by-law orcontract relating to the disposal of produce to or through a society maybe determined, and the manner in which the liquidated damages for any suchbreach may be ascertained or assessed;(w) the mode of appointing anarbitrator or arbitrators and the procedure to be followed in proceedingsbefore the Registrar or such arbitrator or arbitrators;(x) the procedureto be followed by a liquidator appointed under section 41 and the cases inwhich appeals shall lie from the orders of such liquidator;(y) forms and fees and the procedure to be observed and all other mattersconnected with or incidental to the presentation, hearing and disposal ofappeals under this Ordinance or the rules. PART XI MISCELLANEOUS52. Recovery of sums due to Government(1) All sums due from a registered society or from an officer or member orpast member of a registered society as such to the Government may berecovered in the manner provided for the recovery of debts due to theGovernment under the law for the time being in force.(2) Sums due from a registered society to the Government and recoverableunder subsection (1) may be recovered first, from the property of thesociety; secondly, in the case of a society of which the liability ofmembers is limited, from members, subject to the limit of their liability;and thirdly, in the case of other societies, from the members.53. Special power of Governor to exempt any society from requirements asto registrationNotwithstanding anything contained in this Ordinance the Governor may byspecial order in each case and subject to such conditions as he mayimpose, exempt any society from any of the requirements of this Ordinanceas to registration.54. Special power of Governor to exempt societies from provisions ofOrdinanceThe Governor may by general or special order exempt anyregistered society or class of societies from any of the provisions ofthis Ordinance, or may direct that such provisions shall apply to anysociety or class of societies with effect from such date or with suchmodifications as may be specified in the order.55. Power to remit registration feesThe Governor by notification in the Gazette may, in the case of anyregistered society or class of registered societies, remit any fee payableunder the law of registration for the time being in force, and any suchnotification in respect of any registered society may provide for therevocation thereof in respect of such registered society. (Replaced 31 of1981 s. 65)56. Prohibition of the use of the word "co-operative"(1) No person other than a registered society shall trade or carry onbusiness under any name or title of which the word "co-operative" is partwithout the sanction of the Governor:Provided that nothing in this section shall apply to the use by any personor his successor in interest of any name or title under which he traded orcarried on business at the commencement of this Ordinance.(2) Any person who contravenes the provisions of this section shall beguilty of an offence and shall be liable to a fine of one hundred dollarsand in the case of a continuing offence to a further fine of twentydollars for each day during which the offence continues.57. Certain legislation not to apply to registered societiesThe provisions of the Companies Ordinance (Cap. 32), and of any lawrelating to trade unions, shall not apply to societies registered underthis Ordinance.58. Penalty for non-compliance with Ordinance(a) Any registered society or an officer or a member thereof, wilfullyneglecting or refusing to do any act or to furnish any informationrequired for the purposes of this Ordinance by the Registrar or otherpersons duly authorized by him in this behalf; and(b) any person wilfullyor without any reasonable excuse disobeying any summons, requisition orlawful written order issued under the provisions of this Ordinance, orfailing to furnish any information lawfully required from him by a personauthorized to do so under the provisions of this Ordinance, shall beguilty of an offence and shall be liable to a fine of one hundred dollars.59. Punishment of fraud or misappropriationIf any person obtains possession by false representation or imposition ofany property of a society, or having it in his possession withholds ormisapplies it, or wilfully applies any part thereof to purposes other thanthose expressed or directed in the by-laws of the society, and authorizedby this Ordinance, he shall, on the complaint of the society, or of anymember authorized by the society, or the committee thereof, or of theRegistrar, be liable to a fine of two thousand dollars, and to be orderedto deliver up all such property or to repay all monies applied improperly,and, in default of such delivery or repayment, or of the payment of suchfine to be imprisoned for twelve months.(Added 53 of 1956 s. 2. Amended 21 of 1976 s. 6)[cf. 1893 c. 39 s. 64 U. K.]