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CO-OPERATIVE SOCIETIES ACT

Acts 6/1990, 22/2001.
PART I
PRELIMINARY
Section
1. Short title.
2. Interpretation.
PART II
FUNCTIONS OF MINISTER AND OTHER OFFICERS
3. Functions of Minist er and other officers.
PART III
REGISTRAR AND CO-OPERATIVE OFFICERS
4. Registrar and assistant regist rars of co-operative societies.
5. Co-operative officers.
PART IV
STRUCTURE OF CO-OPERATIVE MOVEMENT AND CO-OPERATIVE
PRINCIPLES AND OBJECTS
6. Structure of Co-operative movement.
7. Co-operative principles.
8. Objects of societies.
9. Objects and functions of apex organizations.
PART V
FORMATION AND REGISTRATION OF SOCIETIES
10. Register of Co-operative Societies.
11. Societies which may be registered.
12. Formation committees and their functions.
13. Requirements for registration.
14. Applications for registration.
15. Preliminary meeting of society.
16. Provisional registra tion of societies.
17. Registration of societies.
18. Rejection of applications for registration.
19. Register and certificates to be proof of registration, etc.
20. Offences in connection with regi stration and provisional registration.
PART VI
NATURE, FUNCTIONS AND PRIVILEGES OF REGISTERED SOCIETIES
21. Registered societies to be bodies corporate.
22. Limited liability of members.
23. By-laws of registered societies.
24. Amendment of by-laws of registered societies.
25. Register of members and shares.
26. Third parties not deemed to have notice of by-laws, documents etc. of
registered societies.
27. Addresses of registered societies.
28. Copy of Act, regulations, by-laws an d registers to be open to inspection.

29. Disposal of produce to or through registered societies.
30. Creation of securities in favour of registered societies.
31. Charge and set-off in respect of shares of members.
32. Imposition of fines.
33. Acts of registered societies not to be invalid through certain defects.
34. Accounts of registered societies.
35. Audit of accounts of registered societies.
36. Annual reports, accounts and financial statements of registered societies.
PART VII
MEMBERSHIP OF REGISTERED SOCIETIES
37. Membership of registered societies.
38. Qualifications for membership of registered societies.
39. Restriction on membership in mo re than one registered society.
40. Members not to exercise rights until due payment is made.
41. Restriction on holding of share capital in primary societies.
42. Right of member to withdraw from registered society.
43. Suspension or expulsion of member.
44. Liability of past member and estate of deceased member for debts of
registered society.
PART VIII
ORGANIZATION AND MANAGEMENT OF REGISTERED SOCIETIES
45. General meetings.
46. Meetings of delegates.
47. First general meeting.
48. Annual general meetings.
49. Special general meetings.
50. Quorum at general meetings.
51. Voting rights of members at general meetings.
52. Voting at general meetings.
53. Minutes of general meetings.
54. Management committees.
55. Qualifications for membership of management committees.
56. Term of office of members of management committees.
57. Functions of management committees.
58. Proceedings of management committees.
59. Liability of members of management committees.
60. Prohibitions and restrictions on re muneration of members of management
committees.
61. Duties of chairman and vice-chairman.
62. Duties of secretary.
63. Duties of treasurer.
64. Duties of manager.
65. Supervisory committees and their functions.
66. Composition of supervisory committees.
67. Election of chairman and secretary of supervisory committee.
68. Meetings and procedure of supervisory committees.

69. Registrar may attend meetings of supervisory committees.
70. Allowances for members of supervisory committees.
71. Departures from provisions of this Part.
PART IX
SHARES AND DEBENTURES OF REGISTERED SOCIETIES
72. Nature of shares.
73. Restrictions on transfer of shares.
74. Transfer of shares and interests on death of member.
75. Issue of share certificates.
76. Share certificates to be evidence of title.
77. Shares not liable to at tachment or forced sale.
78. Issue of debentures.
79. Register of pledges, bon ds and debenture-holders.
PART X
PROPERTY AND FUNDS OF REGISTERED SOCIETIES
80. Restriction on disposal of pr operty by registered societies.
81. Funds of registered societies.
82. Loans and credit granted by registered societies.
83. Loans and deposits received by registered societies.
84. Investment of funds by registered societies.
85. Reserve funds.
86. Pension and provident funds.
87. Distribution of net surplus.
88. Bonus shares.
PART XI
NATIONAL CO-OPERATIVE FEDERATION
89. Formation of Federation.
90. Functions of Federation.
PART XII
CENTRAL CO-OPERATIVE FUND
91. Establishment and objects of Central Fund.
92. Central Fund Committee.
93. Contributions to Central Fund.
94. Accounts and audit of Central Fund.
95. Financial year of Central Fund.
96. Disbursements from Central Fund.
97. Holding of Central Fund.
PART XIII
AMALGAMATIONS, TRANSFERS AND DIVISIONS
98. Amalgamation of registered societies.
99. Transfer of assets and liabi lities of registered society.
100. Division of registered society.
PART XIV
DISSOLUTION OF REGISTERED SOCIETIES
101. Restriction on dissolution of registered societies.
102. Winding-up orders.

103. Appointment of liquidator.
104. Functions of liquidator.
105. Powers of Registrar on winding up.
106. Remuneration of liquidator.
107. Appeals against decisions or orders of liquidator or Registrar.
108. Closure of winding-up proceedings.
109. Co-operative Societ ies Liquidation Account.
110. Cancellation of registration of society.
111. Offences consequent upon winding up.
PART XV
INSPECTIONS, INQUIRIES AND AUDITS BY REGISTRAR
112. Inspections by Registrar.
113. Inquiries and audits by Registrar.
114. Powers of Registrar in relati on to inspection, inquiry or audit.
PART XVI
RESOLUTION OF DISPUTES AND APPEALS
115. Settlement of disputes.
116. Appeals to Administrative Court.
PART XVII
GENERAL
117. Special provisions for collective societies.
118. Proof of entries in registers, books etc.
119. Additional powers of Registrar.
120. Administration of affairs of society by Registrar.
121. Delegation, assignment and assumption of powers.
122. Prohibition of use of word “co-operative”.
123. Offences and penalty.
124. Regulations.
SCHEDULE: Matters to be Included in By-laws of Registered Societies.
AN ACT to provide for the formation, regist ration, regulation, management, functioning
and dissolution of co-operative societies in accordance with co-operative principles and
in pursuance of Government policy and self-r eliance; to provide for the formation of a
National Co-operative Federation; to provide for the establishment of a Central Co-
operative Fund; and to provide for matters conne cted with or incidental to the foregoing.
[Date of commencement: 15th July, 1990.] PART I
PRELIMINARY
1 Short title
This Act may be cited as the Co-ope rative Societies Act [Chapter 24:05].
2 Interpretation
In this Act—
“allowance”, in relation to a collective society, means any payment made to a member of
the society in terms of its by-laws for work done for the society;
“annual general meeting” means a general mee ting held in terms of section forty-eight;
“apex organization” means a society formed by primary or secondary societies or by both
primary and secondary societies to carry out the functions specified in section nine;

“by-laws” means the registered or provisionally registered by-laws of a society;
“Central Fund” means the Central Co-opera tive Fund established by section ninety-one;
“Central Fund Committee” means the committee appointed in terms of subsection (1) of
section ninety-two;
“certificate of provisional registration” m eans a certificate issued in terms of
subparagraph (i) of paragraph (b) of subsection (2) of section sixteen;
“certificate of registration” means a certificate issued in terms of subparagraph (i) of
paragraph (b) of section (2) of section seventeen;
“chairman” means the chairman of a registered society elected in terms of section forty-
seven or fifty-four;
“collective society” means a society—
(a) all of whose members work for the society; and
(b) in which the means of producti on are jointly owned by its members;
“co-operative officer” means a co-operative officer referred to in section five;
“dividend” means a share of the net surplu s of a society paid to the members in
proportion to the shares held by them;
“employee” includes any person, other than a me mber of the society, who receives any
form of remuneration from a society;
“Federation” means the National Co-operative Federation formed in terms of section
eighty-nine;
“formation committee” means a committee formed in terms of subsection (1) of section
twelve;
“general meeting” means a meeting of members of a registered society referred to in
section forty-five or a meeting of delegates re ferred to in section forty-six, and includes a
first general meeting, an annual general meeting or a special general meeting;
“honorarium” means a payment to a member of a registered society made in accordance
with a resolution of a general meeting of the society in consideration for services by the
member which would not otherwise be remunerated;
“liquidator” means a person appointed in term s of section one hundred and three to wind
up a registered society;
“management committee” means the governing body of a registered society constituted
in terms of subsection (1 ) of section fifty-four;
“manager” means a person who has been appointed to be the manager of a registered
society in terms of paragraph (a) of subsec tion (4) of section fifty-seven or who holds
office as manager in terms of subs ection (7) of section fifty-seven;
“member” means any person who has been adm itted to the membership of a registered
society in accordance with the by-laws ther eof and who is not disqualified from
membership by section thirty-eight;
“Minister” means the Minister of Nati onal Affairs, Employment Creation and Co-
operatives or any other Minister to whom the President may, from time to time, assign
the administration of this Act;
“net surplus” means the portion of a society’ s surplus remaining after contributions have
been made to the society’s reserve fund and the Central Fund and any other funds
provided for in the society’s by-laws;
“officer”, in relation to a society, means—
(a) the chairman, secretary, treasurer or manager of the society; or

(b) a member of the management committee or any supervisory committee of
the society; or
(c) any other person empowered in terms of the by-laws of the society or this
Act to give directions in regard to the business of the society;
“patronage bonus” means a portion of the su rplus of a society divided amongst its
members in proportion to the amount of busin ess they have done with the society;
“primary society” means a society all of whose members are natural persons which
operates in accordance with the co-operative principles set out in section seven;
“provisionally registered”, in relation to a society or by -laws, means provisionally
registered in terms of section sixteen;
“Register” means the Register of Co-operative Societies kept in terms of section ten;
“registered”, in relation to a society or by- laws, means registered in terms of section
seventeen;
“Registrar” means the Registrar of Co-operative Societies referred to in section four or
any other person who performs any function of the Registrar that has been delegated or
assigned to him in terms of s ection one hundred and twenty-one;
“secondary society” means a society formed by primary societies which operates in
accordance with the co-operative principles set out in section seven;
“secretary” means the secretary of a regist ered society elected in terms of succession
forty-seven or fifty-four;
“society” means a primary society, a seconda ry society or an apex organization;
“special general meeting” means a general meeting held in terms of section forty-nine;
“supervisory committee” means a committee elec ted in terms of section sixty-five;
“surplus” means an excess of income over the expenditure of a society at the end of a
financial year, as reflected in its audited financial statement;
“treasurer” means the treasurer of a registered society elected in terms of section forty-
seven or fifty-four;
“winding-up order” means an order for the wi nding up of a registered society issued in
terms of subsection (6) of section sixteen or subsection (1 ) of section one hundred and
two.
PART II
FUNCTIONS OF MINISTER AND OTHER OFFICERS
3 Functions of Minister and other officers
In performing the functions conferred upon them by this Act, the Minister, the Registrar
and other officers shall have regard to the need to attain the following objects—
(a) to encourage the formation of societies in all sector s of the economy and
to promote their efficiency;
(b) to carry out educational and training programmes for officers, members
and staff of societies wherever possible;
(c) to raise the level of general and technical knowledge of officers, members
and staff of societies, through the supply of information and educational materials to
them;
(d) to encourage and assist in the proper utilization, accounting and
management of the funds of societies;
(e) to monitor the activities of societies.
PART III

REGISTRAR AND CO-OPERATIVE OFFICERS
4 Registrar and assistant registrars of co-operative societies
There shall be—
(a) a Registrar of Co-operative Societies; and
(b) such assistant registrars of co-operative societies as may be required;
whose offices shall be public offices a nd form part of the Public Service.
5 Co-operative officers
(1) There shall be such number of co-opera tive officers as may be necessary for carrying
out the functions assigned to them in terms of this Act.
(2) Co-operative officers shall be public o fficers whose offices shall form part of the
Public Service.
PART IV
STRUCTURE OF CO-OPERATIVE MOVEMENT AND CO-OPERATIVE
PRINCIPLES AND OBJECTS
6 Structure of co-operative movement
The co-operative movement in Zimbabwe shall consists of—
(a) primary societies, being associat ions of natural persons, which are
registered in terms of this Act and operate in accordance with the co-operative principles
set out in section seven; and
(b) secondary societies, being associations of primary societies which are
registered in terms of this Act and operate in accordance with the co-operative principles
set out in section seven; and
(c) apex organizations, being associati ons of primary societies or secondary
societies or of both primary and secondary societies, which are registered in terms of this
Act and operate in accordance wi th the co-operative principles set out in section seven;
and
(d) where such a Federation has been established by apex organizations in
terms of Part XI, the National Co-operative Federation representing all societies and apex
organisations at national and international level.
7 Co-operative principles
Every registered society shall operate in accordance with the following principles—
(a) its membership shall be voluntary and open to every person who meets the
requirements for membership in te rms of the society’s by-laws;
(b) in the case of a primary society, every member shall have one vote in any
general meeting, irrespective of the number of shares held by such member;
(c) in the case of a secondary society or an apex organisation, every member
shall have the voting rights prescribed in the by-laws of the society;
(d) services shall be rendered by the society mainly to its members:
Provided that, in the case of a collective society, services shall
include the provision of employment for its members and the improvement of their living
conditions;
(e) dividends on share capital shall be limited in accordance with this Act;
( f ) surplus shall be allocated to the reserves or, subject to this Act, distributed
or credited to members only in proportion to the business done with the society;

(g) education and training facilities shall be offered to members and
prospective members with a view to improvi ng their economic well-being and vocational
skills and acquainting them with their rights and responsibilities in re lation to the society;
(h) the society shall co-operate as much as possible with other societies.
8 Objects of societies
Every society shall in its oper ations have regard to the need to attain the following
objects—
(a) promoting the economic and social interests of its memb ers in accordance
with Government policy;
(b) performing any economic or social ac tivity in the interests of its members;
(c) participating in the overall economic and social development of the nation
by increased production, improvement of supply and marketing channels and the
mobilization of human resources.
9 Objects and functions of apex organizations
Every apex organization shall have any or all of the following objects and functions—
(a) providing information, education, training and advice to its member
societies;
(b) assisting formation committees and emerging societies through the process
of registration in terms of this Act;
(c) auditing the books and accounts of its member societies through persons
competent and authorized to carry out such audit in terms of section thirty-five;
(d) providing services to its member societies, including—
(i) the joint supply of inputs a nd the pooling of raw materials; and
(ii) the joint marketing of products; and
(iii) loan facilities for the use of its member societies;
(e) carrying out any other activi ties incidental to its objects.
PART V
FORMATION AND REGISTRATION OF SOCIETIES
10 Register of Co-operative Societies
(1) The Registrar shall maintain at his offi ce a Register of Co-operative Societies in
which he shall enter all such particulars in relation to the registration and provisional
registration of societies and their by-laws as he is required to enter by or in terms of this
Act or any decision or order of a court:
Provided that the Registrar may enter particulars relating to the provisi onal registration of
societies and their by-laws in a separate register.
(2) The Register shall be open to inspect ion during office hours by any member of the
public on payment of the prescribed fee, if any.
11 Societies which may be registered
Subject to this Act, any society which has as its object the promotion of the economic
interests of its members or other societies in accordance with co-operative principles may
be registered under this Ac t with limited ability as—
(a) a primary society; or
(b) a secondary society; or
(c) an apex organization;
as may be appropriate.
12 Formation committees and their functions

(1) Any group of persons being not less than—
(a) ten, in the case of individuals intending to form a primary society;
(b) two delegates from each society, in the case of primary societies intending
to form a secondary society;
may form a formation committee and may request the registrar to assist them in forming
such society:
Provided that the Registrar may authorize fewer persons or delegates, as the case may be,
than those mentioned in paragraph (a) or (b) to establish a formation committee, where he
is satisfied that there are good and compelli ng reasons for doing so and the interests of
the prospective members justify the grant of such authority.
(2) The functions of every formation committee shall be to—
(a) determine the objects and scope of operations of the proposed society; and
(b) organize educational meetings of prospective members on the nature of
co-operatives; and
(c) assess the suitability of prospective members and compile a list of those
prospective members; and
(d) determine the appropri ate contribution to be made by members in the form
of shares, labour, savings or otherwise and assess the expected volume of business and
the benefit to members; and
(e) undertake, where necessary in cons ultation with a co-operative officer or
an officer of an apex organization, a feasibility study into the economic and practical
aspects of the activity to be carried out by the proposed society, including a work
programme for the first year; and
( f ) prepare, where necessary in consul tation with a co-operative officer, draft
by-laws for the proposed society; and
(g) carry out such acts as may be necessary for the purpose of making an
application for the registration of the proposed society.
13 Requirements for registration
(1) Subject to subsection (2), no society shall be registered—
(a) as a primary society, unless it consists of at least ten natural persons who
are not disqualified from membership in terms of section thirty-eight; or
(b) as a secondary society, unless it consists of at least five primary societies
registered in the same economic sector; or
(c) as an apex organization, unl ess it consists of at least—
(i) twenty-five primary societies; or
(ii) two secondary societies;
registered in the same economic sector; or
(d) unless it has complied with any requirements imposed by the Registrar in
terms of section fourteen, fifteen or sixteen.
(2) Notwithstanding paragraph (a), (b) or (c) of subsection (1), the Registrar may
register—
(a) a primary society with fewer than ten members; or
(b) a secondary society with fewer than ten registered primary societies; or
(c) an apex organization with fewer than twenty-five registered primary
societies or five registered seconda ry societies, as the case may be;

where he is satisfied that there are good and compelling reasons for the society to be
registered and that its re gistration will be in the in terests of the members.
(3) No society shall be registered by a name which in the opinion of the Registrar is
likely to mislead the public or to cause offe nce to any person or class of persons or is
suggestive of blasphemy or indecency or which he considers to be undesirable for any
other reason.
(4) The word “co-operative” shall form part of the name of every registered society.
(5) The word “limited” shall be the last word in the name of every registered society.
14 Applications for registration
(1) Subject to this section, every application for registration shall be made to the
Registrar in the form and manner prescribed.
(2) An application for regi stration shall be signed—
(a) in the case of a primary society, by at least ten pe rsons intending to
become members;
(b) in any other case, by persons author ized to do so by the society concerned.
(3) Every application for registration shall be accompanied by—
(a) three copies of the proposed by- laws, or such greater number as the
Registrar may require, signed by all the person s authorized to sign the application in
terms of subsection (2), unless the Registrar has permitted the proposed by-laws to be
signed by fewer persons; and
(b) a record of the resolutions made at the proceedings of the preliminary
meetings if any, signed by all persons who attended such meeting and intend to be
members; and
(c) a feasibility study, viability assessment and world programme of the
society; and
(d) the prescribed application fee, whic h shall be payable, to the Central Fund.
(4) The Registrar may require a society applying for registration to furnish any additional
information, including information rela ting to all or any of the following—
(a) the economic or social need for the formation of the society;
(b) the educational and advisory work pertaining to co-operative principles
and practices which has been carried out among the members and prospective members
of the society;
(c) the availability of capital or ot her resources for the commencement of
operations;
(d) in the case of a primary society, the steps undertaken to seek affiliation to
a secondary society or apex organization;
(e) any other matters that may be prescribed.
15 Preliminary meeting of society
Where the Registrar is satisfied that a society complies with the requirements for
registration in terms of section thirteen, he may require the society to convene a
preliminary meeting of members of the society for the purpose of—
(a) discussing and adopting the propos ed by-laws of the society; and
(b) electing a provisional management committee to serve until the election of
the management committee.
16 Provisional registration of societies

(1) Where the Registrar is of the opinion that any society or group of persons applying for
the registration of a society have not fulfilled any of the requirements for registration at
the time of an application or that—
(a) the applicants for registration an d other persons expected to become
members of the society require more educational and advisory work; or
(b) the expected or proposed memb ership appears too small for the
satisfactory commencement of operations; or
(c) more time is needed to raise th e capital which would be sufficient to
enable the society to commence its operations; or
(d) more training is necessary for persons expected to become officers of the
society at its registration;
he may provisionally register the society and its by-laws subject to such terms and
conditions as he may impose.
(2) Where the Registrar provisionally registers a society, he shall—
(a) enter in the Register—
(i) the name of the society; and
(ii) the economic sector in which it is to operate; and
(iii) the fact that it is provisionally registered; and
(iv) the terms and conditions, if any, imposed on its provisional registration;
and
(v) such other particulars as may be pr escribed or as the Minister may direct;
and
(b) forward to the society—
(i) a certificate of provisional registration; and
(ii) a copy of the by-laws of the society provisionally regi stered by him; and
(iii) a copy of this Act and any regulations made in terms of this Act;
and
(c) direct the society to take all necessary steps to comply with the
requirements for registration within two years.
(3) Subject to this section and to any terms and conditi ons imposed by the Registrar in
terms of subsection (1), where a society has b een provisionally registered the society and
its members shall be entitled to the same right s and privileges, and be subject to the same
duties, as if it had been register ed in terms of section seventeen.
(4) Every society which is provisionally regist ered shall ensure that its registration is
stated as provisional on all its letters, billh eads, advertisements, publications and other
correspondence and shall exhibit a notice statin g that fact in a place easily accessible to
the public at the premises where it carries out its major operations.
(4A) Any provisionally registered society that contravenes subsection (4) shall be guilty
of an offence and liable to a fine not exceeding level four.
[inserted by Act 22 of 2001 with effect from 10th September, 2002.] (5) Where the Registrar is of the opinion that a society which is provisionally
registered—
(a) is not complying or has not complie d with the terms and conditions of its
provisional registration; or
(b) is not operating or has not oper ated in compliance with co-operative
principles; or

(c) is doing or has done any act that is not in compliance with this Act;
he shall notify the society accordingly and requ ire the society to take such steps as he
may specify to rectify the matter.
(6) Where a society which is provisionally registered—
(a) has failed to comply with a requ irement of the Registrar in terms of
subsection (5); or
(b) has not applied successfully for registration after having been
provisionally registered for two years;
the Registrar may issue a winding-up order in respect of the society and the society shall
thereafter be dissolved in terms of Part XIV.
(7) If at any time while a society is provisiona lly registered the Registrar is satisfied that
the society complies with the requirements for registration, he shall register the society in
terms of section seventeen.
17 Registration of societies
(1) If the Registrar is satisfied that a soci ety which has applied for registration complies
with the requirements for registration and that its proposed by-la ws are in accordance
with this Act, he shall regist er the society and its by-laws.
(2) Where the Registrar registers a society, he shall—
(a) enter in the Register—
(i) the name of the society; and
(ii) the economic sector in which it is to operate; and
(iii) such other particulars as may be pr escribed or as the Minister may direct;
and
(b) forward to the society—
(i) a certificate of registration; and
(ii) a copy of the by-laws of the society as registered by him; and
(iii) a copy of this Act and any regulations made in terms of this Act;
and
(c) cause notice of the registration to be published in the Gazette.
18 Rejection of applications for registration
(1) If the Registrar rejects an application for registration by any society, he shall
forthwith notify the society concerned, giving his reasons for such rejection.
(2) Any society whose application for registratio n is rejected may appeal in writing to the
Minister against such rejecti on within sixty days after be ing notified of the rejection.
(3) In an appeal in terms of subsection (2), the Minister may—
(a) confirm the refusal of the Registrar to register the society concerned; or
(b) order the Registrar to regi ster the society concerned; or
(c) make such other order in the matter as he thinks necessa ry or desirable;
and may require additional information from the Registrar or the society concerned
before acting in terms of paragraph (a), (b) or (c).
19 Register and certificates to be proof of registration, etc.
(1) The Register shall be prima facie proof of matters directed or authorized by this Act
to be entered therein.
(2) Without derogation from section one hundred and eighteen, a document purporting to
be a certificate of provisional registration or a certificate of registration shall be admitted
in evidence in any court upon its production by any person and shall be prima facie proof

that the society named therein is provisionally registered or registered, as the case may
be.
20 Offences in connection with regi stration and provisional registration
(1) Any person who—
(a) without lawful authority makes or causes to be made an entry in or
alteration or deletion from—
(i) the Register or a certified c opy thereof or extract therefrom; or
(ii) a certificate of registration or provisional registration;
or
(b) without lawful authority destroys, de faces or renders illegible or causes to
be destroyed, defaced or rendered illegible—
(i) an entry in the Register; or
(ii) a certificate of registra tion or provisional registration;
or
(c) [repealed by Act 22 of 2001 with effect from 20th May, 2002.] (d) [ repealed by Act 22 of 2001 with effect from 20th May, 2002.] shall be guilty of an offence and liable to a fine not exceeding level five or to
imprisonment for a period not exceeding six months or to both such fine and such
imprisonment.
[amended by Act 22 of 2001 with effect from 10th September, 2002.] (2) Any person who—
(a) by means of fraud, a false representa tion or the concealment of a material
fact, procures or attempts to procure the registration of a society or the issue of a
certificate of registration of a society or the issue of a certificate of registration or
provisional registration; or
(b) knowingly submits to the Registra r an application for registration –
(i) signed by a person who has not indicated that he intends to become a
member ; or
(ii) bearing a forged signature or the signature of a non-existent person ;
shall be guilty of an offence and liable to a fine not exceeding level six or to
imprisonment not exceeding one year or to both such fine and such imprisonment.
[substituted by Act 22 of 2001 with effect from 10th September, 2002.] PART VI
NATURE, FUNCTIONS AND PRIVILEGES OF REGISTERED SOCIETIES
21 Registered societies to be bodies corporate
Every society shall on registration be a body corporate with perpetual succession and, in
the name under which it is registered, be capable of holding prope rty, entering into
contracts, of suing or being sued and, subject to this Act, of performing all other acts that
bodies corporate may by law perform.
22 Limited liability of members
Subject to this Act, the present or past memb ers of a registered society shall not by reason
of their membership be liable for the debt s or obligations of the society beyond the
amount, if any, unpaid on the shares held by them.
23 By-laws of registered societies
(1) The by-laws of every regist ered society shall include all the matters specified in the
Schedule:

Provided that the Registrar may authorize any society to omit from its by-laws such of
those matters as he may specify.
(2) The by-laws of a registered society sha ll when registered bind the society and its
members:
Provided that the Registrar may authorize a society to depart from its by-laws if he is
satisfied that such departure will not prejudice any member or creditor of the society.
24 Amendment of by-laws of registered societies
(1) Subject to this Act, any registered society may amend its by laws:
Provided that no amendment shall be valid unti l it has been registered under this section.
(2) Before transmitting a proposed amendment of its by-laws to the Registrar for
registration, a society shall ensure that—
(a) at least fifteen days’ notice of the proposed amendment has been given to
the members by the management committee; and
(b) a resolution to amend the by-laws has been passed by not fewer than
three-quarters of the members present and vo ting at a general meeting duly convened for
that purpose.
(3) The chairman of a registered society whic h has resolved to amend its by-laws in terms
of subsection (2) shall forward to the Regist rar three copies of the proposed amendment
or such other number of copies as the Regist rar may from time to time determine, and, if
the Registrar is satisfied that the amendment is not contrary to this Act, he shall register
the amendment.
(4) If the Registrar refuses to register an amendment in terms of this section, he shall
notify the society, giving the reasons for his refusal, and the society may appeal to the
Minister against such refusal within sixty days after being notified of the refusal.
(5) In an appeal in terms of subsection (4), the Minister may—
(a) confirm the refusal of the Registra r to register the amendment concerned;
or
(b) order the Registrar to regist er the amendment concerned; or
(c) make such other order in the matter as he thinks necessa ry or desirable;
and may require additional information from the Registrar or the society concerned
before acting in terms of paragraph (a), (b) or (c).
(6) An amendment which changes the name of a registered society shall not affect any
right or obligation of the so ciety or of its members or past members, and any legal
proceedings pending before the change of th e society’s name may be continued by or
against the society under its new name.
(7) If the Registrar registers an amendment of the by-laws of a society he shall issue to
the society a copy of the amen dment certified by him, which certificate shall be prima
facie evidence of the fact that the amendment has been duly registered.
25 Register of members and shares
Every registered society shall establish and keep up to date at its registered address a
register showing, in relation to each member—
(a) his name; and
(b) the date on which he became a member; and
(c) the number and value of the shares currently held by him; and
(d) when he ceases to be a member, the date on which he ceased to be a
member; and

(e) such other particulars as may be prescribed.
26 Third parties not deemed to have notice of by-laws, documents etc. of registered
societies
No person shall be deemed to have notice or knowledge of the contents of a registered
society’s by-laws or any other document by reason only that the document has been
registered or is availabl e for inspection at the soci ety’s registered address.
27 Addresses of registered societies
(1) Every registered society shall register its address with the Registrar in such manner as
may be prescribed and, within fifteen days after acquiring a new address, shall notify the
Registrar, in writing, of the new address.
(2) Any registered society which contravenes subsection (1) shall be guilty of an offence
and liable to a fine not exceeding level four.
[substituted by Act 22 of 2001 with eff ect from 10th September, 2002.] 28 Copy of Act, regulations, by-laws an d registers to be open to inspection
Every registered society shall ensure that—
(a) a copy of this Act and any regulations made in terms of this Act;
(b) a copy of its by-laws; and
(c) every register kept by the society in terms of this Act;
are kept open to inspection by any person, free of charge, at all reasonable times at the
registered address of the society.
29 Disposal of produce to or through registered societies
(1) A registered society which has as one of its objects the disposal of any commodity or
article produced or obtained by the work or industry of its members may provide in its
by-laws or may contract with its members—
(a) that no member shall dispose of any such commodity or article or any part
of such commodity or article by sale or bart er otherwise than by sale to or through the
society; and
(b) that any member who is proved or adjudged, in such manner as may be
prescribed in the by-laws, to be guilty of a br each of the by-laws or the contract shall pay
to the society as liquidated damages a sum as certained or assessed in such manner as may
be so prescribed.
(2) No contract entered into under subsection (1) shall be invalid on the ground that it
constitutes a contract in restraint of trade.
(3) As from the time that any commodity or article referred to in subsection (1) has been
delivered to a registered society for the pur pose of disposal to or through the society,
neither the commodity or articl e nor any proceeds of the sale thereof remaining in the
hands of the society shall be liable to attachme nt or to the creation of any security at the
instance or in favour of any creditor of the member who delivered the article or
commodity to the society.
30 Creation of securities in fa vour of registered societies
Subject to any prior rights in respect of th e property of the debtor by way of pledge,
mortgage, lien or other form of security and, in the case of immovable property, to any
prior registered mortgage bond thereof, any de bt payable to a registered society by any
member, past member or deceased member sh all be a first charge on all produce of
labour and things used in connection with production raised, purch ased or produced in

whole or in part from any loan, whether in money or in goods, given to him by the
society:
Provided that nothing in this section shall aff ect the claim of any bona fide purchaser or
transferee without notice.
31 Charge and set-off in respect of shares of members
A registered society shall have a lien over the shares and deposits of a member, past
member or deceased member and over any dividend, patronage bonus or surplus payable
to a member, past member or to the estate of a deceased member in respect of any debt to
the society owed by such member, past member or estate, and the so ciety may set off any
sum credited or payable to a member, past member or estate of a deceased member in or
toward payment of any such debt.
32 Imposition of fines
(1) A registered society may, in its by-la ws, provide for imposition of fines on its
members, not exceeding such amounts as are approved by the Registrar, for any
infringement of its by-laws.
(2) Before a fine is imposed on a member in terms of subsection (1), the society shall—
(a) give him written notice of the in tention to impose the fine, giving its
reasons therefor; and
(b) give him an opportunity to be he ard and to show cause why the fine
should not be imposed on him.
(3) Any fine imposed in terms of this section shall be recoverable by the society as a debt
due to the society.
33 Acts of registered societies not to be invalid through certain defects
No decision or act of the management committ ee or other officer of a registered society
shall be invalid only because—
(a) there existed some defect in the constitution of the society; or
(b) the management committee of the society consisted of fewer than the total
number of members provided for in section fifty-four; or
(c) a disqualified person purported to act as a member of the management
committee at the time the decision was taken or the act was done or authorized; or
(d) there existed some irregularity in the selection or appointment of the
officer concerned, or such officer was di squalified from appointment or election;
if the decision was taken or the act was done or authori zed by a majority of the persons
who at the time were entitled to act as officers.
34 Accounts of registered societies
Every registered society shall ensure that its accounts and other records relating thereto
are kept to the satisfaction of the Registra r and in accordance with generally accepted
accounting practice and subject to such directions as the Registrar may give the society
from time to time to ensure that the accounts an d records give a true and fair view of the
state of the financial affairs of the society.
35 Audit of accounts of registered societies
(1) Every registered society shall have its books and audited once a year by—
(a) a person entitled to practise as a public auditor in terms of the Public
Accountants and Auditors Act [Chapter 27:12]; or
(b) any other competent person approved by the Registrar;
and any audit fees incurred thereby shall be borne by the society.

(2) An auditor referred to in subsection (1) shall be entitled at all reasonable times to
require to be produced to him all accounts and other records relating thereto and to
require from any officer, member or employee of the society or from any person in
possession or control of reco rds, documents or information relating to the society’s
affairs, such information and explanations as , in the opinion of the auditor, are necessary
for the purpose of his audit.
(3) An auditor referred to in subsection (1) shall make a report to the Minister on the
financial statement of the society prepared in terms of section thirty-six, and such report
shall state whether or not the statement and acco unts give a true and fair view of the state
of financial affairs of the society.
(4) If in the opinion of the audito r referred to in subsection (1)—
(a) he has not obtained the informa tion and explanations he required; or
(b) the accounts and records relating thereto have no t been properly kept; or
(c) the society has not complied with this Act;
the auditor shall include in the report referred to in subsection (3) statements to that
effect.
36 Annual reports, accounts and financial statements of registered societies
(1) Every registered society shall submit to the Registrar, not later than six months after
the close of its financial year, an annual report on its activities during the year, together
with two certified true copies of the audited financial statement of the society and the
audit report for that year.
(2) Every registered society shall, within th e prescribed period, furnish to the Registrar
such reports and returns and such additional information as the Registrar may reasonably
require.
PART VII
MEMBERSHIP OF REGISTERED SOCIETIES
37 Membership of registered societies
(1) Subject to section thirty-e ight, any person whose name ap pears in the application for
registration of a society and who has signed the resolution of a preliminary meeting held
in terms of section fifteen, and the proposed by- laws, shall be regarded on the registration
of the society as a member.
(2) Any person who wishes to join a registered society shall apply for membership to the
management committee of the society in acco rdance with its by-laws and shall give a
written undertaking, in a form provided by the society, to comply with the society’s by-
laws if admitted to membership.
(3) Any person whose application for memb ership is rejected by the management
committee of a registered society shall have su ch right of appeal to the members of the
society as may be provided in the society’s by-laws.
38 Qualifications for membersh ip of registered societies
(1) A person shall be qualified for membership of a primary society if he is a natural
person who—
(a) has attained the age of eighteen years or has become a major by operation
of law; and
(b) is a citizen of, or is ordi narily resident in, Zimbabwe; and

(c) has satisfied such other requirements with regard to residence,
employment, profession or other matters as may be prescribed in the by-laws of the
society.
(2) The fact that a person is an employee of a registered primary society shall not
disqualify him for memb ership of the society.
(3) Primary societies shall be qualified for me mbership of a registered secondary society
if they are registered in the same ec onomic sector as the secondary society.
(4) Primary societies and secondary societie s shall be qualified for membership of a
registered apex organization if they are regi stered in the same economic sector as the
apex organization.
(5) Any member who is or becomes disqualified from membership of a registered society
in terms of this section or the by-laws of the society shall cease to be a member and shall
be struck off the register of me mbers by the management committee.
39 Restriction on memberships in mo re than one registered society
Except with the consent of the Registrar, no person shall be a member of more than one
registered society having the same objects.
40 Members not to exercise rights until due payment is made
No member of a registered society shall ex ercise any rights as a member unless he has
made such payment to the society in respect of membership or has acquired such interest
in the society as may be prescribed in term s of this Act or the by-laws of the society.
41 Restriction on holding of share capital in primary societies
No member of a primary society shall hold more than one-fifth of the share capital of the
society.
42 Right of member to withdr aw from registered society
A member may withdraw from a registered society complying with such conditions and
notice as may be prescribed in its by-laws:
Provided that such notice shall not exceed—
(a) two years, in the case of a primary society; or
(b) three years, in the case of a secondary society or apex organization.
43 Suspension or expulsion of member
(1) A member of a registered society who c ontravenes this Act or the by-laws of his
society or who acts in any way detrimental to the interests of his society may be
suspended or expelled from the society in ac cordance with the by-laws of the society.
(2) Every registered society shall prescribe in its by-laws a procedure for the suspension
or expulsion of a member, including provision for giving the member reasonable notice
and an opportunity for making representations responding to the charge.
44 Liability of past member and estate of deceased member for debts of registered
society
(1) Subject to section twenty-two, the liability of a past member for the debts of a
registered society as they existed on the da te on which he ceased to be a member shall
continue for a period of two years:
Provided that, if the first audit of the accoun ts of the society after his ceasing to be a
member discloses a credit balanc e in favour of the society, such liability shall forthwith
cease.
(2) Subject to section twenty-two, the estate of a deceased me mber shall be liable for the
debts of the society as they existed on the date of his death for a period of two years:

Provided that, if the first audit of the accounts of the society after his death discloses a
credit balance in favour of the society, such liability shall forthwith cease.
PART VIII
ORGANIZATION AND MANAGEMENT OF REGISTERED SOCIETIES
45 General meetings
(1) The supreme authority of a registered society shall vest in the general meetings of its
members.
(2) Subject to this Act, every member shall have the right to attend and vote at all general
meetings.
(3) Notice of every general meeting shall be given, in writing or in any other way decided
at the first general meeting or specified in the society’s by-laws, to each member at least
fifteen days before the date of the meeting.
(4) Every notice of a general meeting shall state the nature of the business to be
disclosed, and no other matter shall be discusse d without the consent of the majority of
members present and voting at such general meeting.
(5) Subject to subsections (6) and (7), the acci dental omission to give notice of a general
meeting to, or the non-receipt of notice of a general meeting by, any person entitled to
receive such notice shall not invalidate the proceedings at that meeting.
(6) Any person who has reason to believe th at his non-receipt of notice of a general
meeting was not accidental may apply in wri ting to the Registrar for the proceedings at
that meeting to be nullified.
(7) On receipt of an applicati on in terms of subsection (6) the Registrar, if satisfied in the
light of all the circumstances of the case that—
(a) the omission to notify the person concerned was not accidental; and
(b) the person concerned was not aware that the general meeting was to be
held and did not attend it; and
(c) if the person concerned had attended the general meeting, all or any of the
resolutions passed at the general meeting w ould probably not have been passed or would
probably have been passed in a materially different form;
the Registrar may, by notice in writing to the so ciety concerned, annul all or any part of
the proceedings of the ge neral meeting concerned.
(8) If at any general meeting the chairman and vice-chairman are both absent, the
members present shall elect one of their numbe r to be chairman of the general meeting.
46 Meetings of delegates
(1) Notwithstanding sections forty-five, forty-seven, forty-eight and forty-nine, provision
may be made in the by-laws of any registered society to substitute general meetings of
members by meetings of delegates with each delegate representing a specified number of
members, and the provisions of this Act re lating to general meetings shall apply with
necessary modifications to any such meeting of delegates:
Provided that this subsection shall not apply to primar y societies except where—
(a) the primary society has more than two thousand members; or
(b) the Registrar certifies in writing that because of its large membership or
for other reasons it is difficult for the pr imary society to convene general meetings.
(2) No person shall be elected a delegate as provided in subsection (1) unless he is
himself a member of the society concerned.

(3) No delegate referred to in subsection (1) shall be entitled to vote at a meeting of
delegates unless he attends the meeting in person.
(4) A society which makes provision for meetings of delegates in terms of this section
shall provide in its by-laws for—
(a) the method of electing the delegates; and
(b) the number of members that may be represented by each delegate; and
(c) the term of office of delegates; and
(d) the manner in which delegates report back to the members they represent.
47 First general meeting
(1) Every society shall, within three months after its registration, hold a first general
meeting of its members:
Provided that the Registrar may at the request of a majority of the members allow the
society to defer the holding of the first general meeting for a period not exceeding six
months.
(2) The business of the first general meeting shall include the election of officers of the
management committee, the election of the s upervisory committee, where there is to be
one, and the election or appoint ments of any other officers that the society may require.
48 Annual general meetings
Every registered society shall hold an annual general meeting to be convened by the
management committee and to be held not late r than six months after the end of each
financial year:
Provided that—
(i) in the first year after the registrati on of a society, the society’s first general
meeting held in terms of section forty-seve n shall be deemed to be the annual general
meeting for that year;
(ii) where a society does not hold it s annual general meeting within six
months after the end of its financial year , the society’s management committee shall
report this fact to the Registrar and gi ve reasons why the meeting was not held.
(2) The purpose of the annual general meeti ng of a registered society shall be to—
(a) consider minutes of the general meeting immediately preceding that
annual general meeting; and
(b) receive and discuss reports of the au ditor referred to in section thirty-five
and of the management committee and the su pervisory committee, where there is one;
and
(c) confirm the financial statements certified correct by the auditor referred to
in section thirty-five;
(d) consider and approve the work-plan presented by the management
committee for the next financial year; and
(e) consider and agree on the manner in which any available net surplus shall,
subject to this Act and the society’s by -laws, be distributed or invested; and
( f ) consider any amendments to the by-laws; and
(g) elect officers of the management committee, the supervisory committee,
where there is one, and any other officers that the society may require; and
(h) consider and determine the lim its of borrowings by society; and

(i) subject to subsection (4) of section forty-five, consider any other matters
raised by members or by the Registrar and tr ansact any other general business of the
society.
49 Special general meetings
(1) A special general meeting may be conve ned at any time by a registered society’s
management committee on its own initiative, where it considers it necessary in the
interests of the society to discuss any ur gent matter, and shall be convened by the
management committee—
(a) on the petition of such number of members, being at least one-quarter of
the total number of members, as may be specified in the society’s by-laws; or
(b) on the written request of the supe rvisory committee, where there is one.
(2) If a management committee fails to convene a meeting in terms of paragraph (a) of
subsection (1) within one month of receiving a petition for the meeting—
(a) the supervisory committee, where there is one, shall summon a special
general meeting in all respects as if it were the management committee; or
(b) in the case of a society without a supervisory committee, the members
who petitioned for the meeting may request the Registrar in writing to convene the
meeting, and the Registrar may do so by notice to all members of the society stating the
objects of the meeting and the fact that the management committee has failed to convene
the meeting.
(3) The Registrar may, on his own motion, conve ne a special general meeting of a society
and shall direct the business that sh all be discussed at that meeting.
50 Quorum at general meetings
(1) The quorum necessary for the transaction of business at any general meeting shall be
at least—
(a) twenty members or delegates, as the case may be, qualified to vote at the
meeting; or
(b) one-quarter of the members or dele gates, as the case may be, qualified to
vote at the meeting;
whichever is the lesser number.
(2) If, within two hours after the time fixe d for a general meeting, the members or
delegates, as the case may be, present do not constitute a quorum, the meeting shall stand
adjourned to seven days later at the same time and place.
(3) If at a general meeting adjourned in terms of subsection (2) a quorum is not
constituted within two hours after the time fixed for the ge neral meeting, the members or
delegates present shall be cons idered to constitute a quorum:
Provided that such adjourned general meeting shall not have power to amend the by-laws
of the society concerned or to decide any ot her matter for which a three-quarters majority
of the members present and voting at a general meeting is prescribed in terms of this Act.
51 Voting rights of members at general meetings
(1) Each member of a registered primary societ y, irrespective of the number of shares he
holds, shall have one vote on a ny question to be decided at a general meeting of members
of the society, and his vote shall be exercised in person and not by proxy.
(2) In the case of a registered secondary society or apex organization, each member shall
have as many votes as may be provided in th e by-laws of the society and may, subject to

such by-laws, appoint any number of delegates, not exceeding the number of such votes,
to exercise its voting power at general meetings of the society.
52 Voting at general meetings
(1) Subject to this Act, any question referred to a general meeting shall be decided by a
majority of votes.
(2) Any resolution put to a vote at a general meeting shall be decided—
(a) by show of hands; or
(b) by secret ballot;
as adopted by the members or delegates who are present:
Provided that, where at least one -tenth of the members or delegates present so require it,
the voting shall be by secret ballot.
(3) In the event of an equality of votes at a general meeting, no member present shall
have a casting vote and the motion shall be deemed to be lost.
53 Minutes of general meetings
(1) The management committee of every registered society shall ensure that proper
minutes are kept of the proceedings of every general meeting.
(2) Minutes of a general meeting shall specify—
(a) the names and number of the members or delegates present at the general
meeting; and
(b) the name of the member presiding as chairman; and
(c) the time the general meeting commenced and ended; and
(d) all resolutions and decisions taken at the general meeting.
(3) Minutes of each general meeting shall—
(a) be read at the next general meeting; and
(b) upon being signed by the member pres iding at that next general meeting
and by the secretary, be prima facie evidence of the business transacted at the general
meeting to which they relate.
54 Management committees
(1) Every registered society at a general meeting shall elect a management committee
composed of a chairman, vice-chairman, secr etary, treasurer and such number of other
committee members as the general meeting may decide, being no fewer than three but not
more than nine:
Provided that, where a society has fewer than ten members, it may elect a management
committee composed of not fewer than three officers.
(2) Subject to this Act, members of a management committee may be suspended or
removed only by a majority vote of members or delegates present and voting at a general
meeting.
(3) If, during the term of office of a management committee—
(a) a vacancy occurs on the committee; and
(b) the number of members becomes less than the quorum specified in
subsection (2) of section fifty-eight;
the management committee may co-opt a member of the society to fill the vacancy until
the next general meeting.
55 Qualifications for membership of management committees
No person shall be elected or co-opted as a member of a management committee, and no
person shall be qualified to hold office as a member of a management committee, who—

(a) has, in terms of a law in force in any country—
(i) been adjudged or otherwise declared insolvent or bankrupt and has not
been rehabilitated or discharged; or
(ii) made an assignment to, or arrangement or composition with, his creditors
which has not been rescinded or set aside;
or
(b) has within the period of five y ears immediately preceding the date of his
proposed election or co-option, as the case may be, been sentenced to a term of
imprisonment of six months or more imposed without the option of a fine for an offence
involving dishonesty or fraud and has not received a free pardon:
Provided that this paragraph shal l not apply in relation to a society
the majority of whose members are ex-prisoners; or
(c) is not a member of th e society or, in the case of a secondary society or an
apex organization, is not a member of a pr imary society which is a member of or
affiliated to that secondary soci ety or apex organization; or
(d) takes part, directly or indirectly, in any activity that is in competition with
the society; or
(e) is an employee of the society; or
( f ) has been dismissed from em ployment with any society; or
(g) has defaulted in repaying a debt whic h is owing to the society at the end of
the society’s financial year and which does not arise out of a loan made under the by-laws
of the society; or
(h) in the case of a primary societ y, is a member of the management
committee of another primary society which has the same objects.
56 Term of office of members of management committees
(1) Subject to this section, every member of the management committee of a registered
primary or secondary society shall hold offi ce for a term of three years, reckoned from
annual general meeting to annual general meeti ng, and on the expiry of his term of office
shall be eligible for re-election.
(2) At the annual general meeting held after the first financial year of any registered
primary or secondary societ y and in every subsequent annual general meeting, the
meeting shall require at least one-third of the members of the management committee to
retire from office.
(3) The members of a management committee w ho are required to retire in terms of
subsection (2) at—
(a) the annual general meeting held after the first financial year of a registered
primary or secondary society, shall be t hose whom the general meeting shall by vote
determine;
(b) any subsequent annual general m eeting, shall be those who have been
longest in office since their last election:
Provided that, where the members of the ma nagement committee who have been longest
in office since their last election have been in office for the same period and comprise
more than one-third of the total membership of the management committee, the general
meeting shall by vote decide which of t hose members shall retire from office.
(4) The term of office of the members of th e management committee of a registered apex
organization shall be as specified in its by-laws.

(5) A member of a management committee shall vacate his office if, without the
permission of the management committee and without due excuse, he is absent from
three consecutive meetings of the manageme nt committee of which he has had notice.
57 Functions of management committees
(1) The management committee of a registered society shall be vested with the conduct
and management of the affairs and business of the society and may exercise all powers
that are necessary to achieve the objects of the society.
(2) The management committee of a register ed society, in consultation with a co-
operative officer, shall before the beginning of each financial year prepare a budget of
income and expenditure for that financial year, and shall—
(a) present the budget to the society’s annual general meeting for approval;
and
(b) subject to paragraph (c), adhere in all respects to the approved budget
during the financial year to which it relates; and
(c) if the budget requires revision in a material respect during the financial
year to which it relates, convene a special ge neral meeting of the society to approve the
revision.
(3) In the exercise of its functions, the management committee of every registered
society—
(a) may appoint subcommittees for carr ying out such of its functions as the
management committee may delegate to such subcommittee:
Provided that the delegation to a subcommittee of any functions of the
management committee shall not divest the management committee of such functions
and the management committee may, at any tim e, amend or rescind any decision made by
any such subcommittee in the exercise or purported exercise of its functions; and
(b) may require any manager appointed in terms of subsection (4) to report at
least three times a year on the affairs of the society; and
(c) may require other employees of the society to submit reports; and
(d) shall open and operate banking accounts.
(4) A management committee may, on such terms and conditions as it thinks fit—
(a) appoint a manager to administer an d manage the day-to-day affairs of the
society; and
(b) subject to any other enactment—
(i) employ such persons as the manager considers necessary to assist him in
the discharge of his duties; and
(ii) fix the terms and conditions of service and, through the manager, suspend
or discharge persons employed in terms of this subsection.
(5) The management committee of a registered society may suspend any officer of the
society, other than a member of the superv isory committee, for any irregularity in the
performance of his duties and shall immediatel y thereafter report the suspension to the
Registrar.
(6) On receipt of a report of the suspension of an officer of a registered society by the
management committee in terms of subsection (5), the Registrar may—
(a) confirm the suspension of the officer and the period of suspension;
(b) require an investigation to be carri ed out into the performance of the duties
of the officer and—

(i) if the investigation reveals any serious irregularities in the performance of
the duties of the officer, recommend his expulsion;
(ii) if the investigation does not reveal any serious irregularities in the
performance of the duties of the officer, negot iate with the society and the manager for
the reinstatement of the officer.
(7) The management committee of a register ed society may, on the suspension of an
officer in terms of subsection (5), appoint any member of the society to hold office during
the period of such suspension.
58 Proceedings of management committees
(1) Every management committee shall meet for the dispatch of business as often as
necessary and at least once every month.
(2) At any meeting of a management committee, one-half of the members of the
management committee shall constitute a quorum:
Provided that, if the management committee is composed of five members or less, three
members shall constitute a quorum.
(3) All acts, matters or thi ngs authorised or required to be done by a management
committee may be decided by a majority vote at a meeting at which there is a quorum,
and no member to the management co mmittee shall have a casting vote.
(4) If at any meeting of a management committee the chairman and vice-chairman are
both absent, the members present shall elect on e of their number to be chairman of the
meeting.
(5) At any meeting of a management committ ee the secretary shall record the minutes,
which shall include a statemen t of the number and names of those present, the member
presiding as chairman and a brief record of the business done and the decisions taken,
whether by consensus or vote.
(6) The minutes kept in terms of subsection (5) shall be made available at any time for
inspection by the Registrar or by the auditor of the society appointed in terms of section
thirty-five.
59 Liability of members of management committees
(1) The members of the management committee of a registered society shall ensure that,
in the exercise of their functions, they disc harge their duties diligently and shall be liable
jointly and severally to the society for a ny loss incurred by the society due to their
negligence, default, breach of duty or breach of trust or due to any action taken by them
contrary to this Act, the by-laws of the society or to a direction given by a general
meeting.
(2) The appointment of a manager of a society in terms of subsection (4) of section fifty-
seven shall not absolve the members of the management committee from their liability in
terms of subsection (1).
60 Prohibitions and restrictions on rem uneration of members of management
committees
(1) No member of the management comm ittee of a registered society shall—
(a) make any profit for himself from the business of the society; or
(b) receive any salary in respect of hi s duties as a member of the management
committee; or

(c) receive an honorarium in respect of his membership of the management
committee except with the approval of the Registrar and in accordance with a resolution
passed by a general meeting of the society; or
(d) in the case of a member of th e management committee of a collective
society, receive an honorarium in respect of his membership of the management
committee if he is in receipt of an allo wance paid in terms of subsection (2).
(2) With the approval of the Registrar, members of the management committee of a
registered society may be paid from the funds of the society su ch allowances, if any, as a
general meeting may fix, to meet any reas onable expenses incurred by them in
connection with the business of the management committee.
(3) Paragraph (a) of subsection (1) shall not be construed as limiting the application of
any other law relating to the acq uisition of profits by agents.
61 Duties of chairman and vice-chairman
(1) The chairman of a registered society shal l preside at general meetings of the society
and at meetings of the management committee of the society.
(2) The vice-chairman of a registered society shall exercise the functions of the chairman
during any period that the chairman is unable to exercise his functions.
62 Duties of secretary
(1) Subject to subsection (2), the secretar y of a society shall be responsible for—
(a) maintaining an up-to-date record of all the records, documents and
registers of the society; and
(b) keeping an inventory of th e property of the society; and
(c) signing and conducting the corr espondence of the society; and
(d) summoning members to attend meetings of the management committee
and general meetings; and
(e) recording the proceedings of every meeting of the society; and
( f ) performing any other duties th at may be conferred upon him by the
management committee or in terms of the by-laws of the society.
(2) Where a registered society has appointed a manager, the functions of the secretary
shall be performed by the manager, subject to the general supervision of the secretary.
63 Duties of treasurer
(1) Subject to subsection (2), the treasurer of a registered society shall be responsible
for—
(a) handling all the financial transactions of the society, including receipt of
moneys and loans and disbursements and expe nditure in accordance with the directions
of the management committee; and
(b) preparing or causing to be prepar ed all receipts, vouchers and documents
required by the by-laws or called fo r by the management committee; and
(c) keeping all the accounts and books of the society; and
(d) performing any other duties th at may be conferred upon him by the
management committee or in terms of the by-laws of the society.
(2) Where a registered societ y has appointed a manager, th e functions of the treasurer
shall be performed by the manager, subject to the general supervision of the treasurer.
64 Duties of manager
(1) Subject to this Act, any manager of a registered societ y shall be responsible for—
(a) managing the business and property of the society; and

(b) attending general meetings of members of the society and meetings of the
management committee; and
(c) ensuring that the books of th e society are kept properly; and
(d) with the approval of the manageme nt committee of the society and subject
to any other enactment, recruiting employees of the society and suspending or dismissing
such employees; and
(e) performing any other duties th at may be conferred upon him by the
management committee or in terms of the by-laws of the society.
65 Supervisory committees and their functions
(1) Every registered society—
(a) which has fifty or more members; or
(b) which has as one of its main objects the granting of loans to its members;
shall, at its first general meeting, elect a supervisory committee which shall be
responsible for ensuring that the business and a ffairs of the society are conducted in a
proper manner and in accordance with its by- laws and the resolutions of its general
meetings.
(2) Without limiting subsection (1), every supervisory committee shall—
(a) supervise the operations of the management committee and of the officers,
employees and agents of the society and, where necessary, require the management
committee to call special general meetings;
(b) ascertain the authority and validity of all expenditure; and
(c) examine the accounts of the societ y at least once every two months to
ensure that the finances of the so ciety are being handled properly; and
(d) ensure that all transactions of the society are properly entered in the
respective books, accounts and other records of the society; and
(e) present to each annual general meeting of the so ciety a special report on
the management and financial s ituation of the society, including any violations of its by-
laws.
(3) The supervisory committee of a registered society shall, at all times, have access to
the books, accounts and other records of the society, and any person required by the
supervisory committee to produce any book, acc ount, record or information relating to
the financial affairs or management of the society shall forthwith comply with the
request.
(4) The supervisory committee of a register ed society may at any time require the
management committee to summon a special ge neral meeting of the society concerned, if
it considers that all members should be inform ed of the position of the society, and the
management committee shall comply with such a requirement.
(5) If a management committee fails within one month to comply with a requirement of a
supervisory committee in terms of subsecti on (4), the supervisory committee may call a
special general meeting of members of the so ciety, to which meeting the matter shall be
reported.
66 Composition of supervisory committees
(1) The supervisory committee of a registered society shall consist of not fewer than three
and not more than five members.

(2) Subject to this section, subsections (2) and (3) of section fifty-four and of sections
fifty-five and fifty-si x shall apply, with the necessary modifications, to the election,
eligibility and terms of office of members of supervisory committees:
Provided that—
(i) no member of the manageme nt committee of a society may
simultaneously be a member of the supe rvisory committee of that society; and
(ii) societies shall, wherever possible, appoint persons with knowledge of
accounts, book-keeping or financial procedur e to be members of their supervisory
committees.
(3) Any vacancies arising in the membership of a supervisory committee shall remain
unfilled until the next general meeting of members of the registered society concerned:
Provided that, if the number of members of the supervisory committee falls below three,
the remaining member or members shall co-o pt any other eligible person to bring the
membership of the supervisory committee up to three.
67 Election of chairman and secretary of supervisory committee
(1) The members of a supervisory committee shall, at their first meeting following their
election, elect from amongst their number a chairman and secretary of the committee.
(2) Sections sixty-one and sixty-two shall appl y, with the necessary modifications, to the
functions of the chairman and secret ary of every supervisory committee.
68 Meetings and procedure of supervisory committees
(1) A supervisory committee of a registered society shall meet for the dispatch of
business as often as necessary but at least once every three months.
(2) At any meeting of a supervisory committee one-half of the members of the
supervisory committee shall constitute a quorum:
Provided that, if the supervisory committee is composed of fewer than four members, two
members shall constitute a quorum.
(3) Subject to the by-laws of the registered society concerned, issues to be decided at
meetings of a supervisory committee shall be decided by consensus or by a majority of
votes and no member of the committee, in cluding the person presiding at the meeting,
shall have a casting vote.
(4) In the event of an equality of votes at a meeting of a supervisory committee, the issue
which is the subject of the voting shall be deemed to be lost unless the committee
resolves to refer it to the next general m eeting of members of the society for final
determination.
(5) Subsections (5) and (6) of section fifty-eight shall apply, with the necessary
modifications, in relation to the keeping and inspection of minutes of meetings of
supervisory committees.
69 Registrar may attend meetings of supervisory committees
The Registrar may attend any meeting of a s upervisory committee of a registered society.
70 Allowances for members of supervisory committees
Section sixty shall apply, with the necessary modifications, in relation to the making of
profits and the receiving of salaries, honoraria and allowan ces by members of supervisory
committees.
71 Departures from provisions of this Part
Notwithstanding any other provision of this Part, the Registrar may, by notice in writing
to the society concerned, authorize or condone any departure by a registered society from

any provision of this Part, if the Registrar is satisfied that the departure will not prejudice
or has not prejudiced, as the case may be, any member or creditor of the society or the
proper functioning of the society.
PART IX
SHARES AND DEBENTURES OF REGISTERED SOCIETIES
72 Nature of shares
(1) The interest of each member of a registered society in the assets of the society shall be
expressed in the form of a share.
(2) A share shall be movable property, transferable to the extent and in the manner
provided by this Act and the by-laws of the registered society concerned.
(3) A registered society shall express the valu e of its shares as a sum of money specified
in the society’s by-laws.
73 Restrictions on transfer of shares
(1) The transfer of any shar e of a member, past member or deceased member of a
registered society, and the tran sfer of any unpaid dividend or bonus payable in respect of
such a share, shall be subject to this Act a nd to such conditions as may be prescribed in
the by-laws of the society.
(2) The by-laws of every regist ered society shall prescribe—
(a) the minimum number of shares in th e society that shall be held by each
member; and
(b) the circumstances and manner in which shares in the society may be
redeemed; and
(c) the manner in which persons who have ceased to be members of the
society shall, subject to sec tion seventy-four, dispose of their shares in the society.
(3) No person shall transfer a ny share held by him in a registered society to any person
other than the society, a member of the society or a person whose application for
membership has been accepted by the society.
(4) No transfer of a share of a member of a registered society shall be valid unless the
transfer and the name of the transferee has b een registered in the society’s register of
members and shares, on the direction of the management committee of the society.
74 Transfer of shares and interests on death of member
(1) A member of a registered society may, by notice in writing signed in the presence of
two or more witnesses, nominate a person to whom, on the member’s death, the society
shall transfer his shares and other interests in the society.
(2) On receipt of a notice executed in terms of subsection (1), the management committee
shall cause the name of the person nominated to be entered in the society’s register of
members and shares or in a special register kept for the purpose.
(3) On the death of a member, a registered so ciety may transfer the member’s shares or
other interests in the society, or pay th e value of such shares or interests—
(a) to a person nominated by the deceas ed member before his death in terms
of subsection (1); or
(b) if there is no person so nomin ated by the deceased member, to the
deceased member’s heir or to the execut or, trustee or liquidator of his estate:
Provided that no payment shall be made in terms of this paragraph
without the approval of the Registrar; or

(c) if the person referred to in paragraph (a) or (b), as the case may be, is not
qualified for membership of the society in terms of section thirty-eight, to any person
who is so qualified and who is specified by the nominee, heir, executor, trustee or
liquidator, as the case may be, within si x months after being called upon to do so.
(4) All transfers and payments made by a regi stered society in accordance with this
section shall be valid and effectual agai nst any demand upon the society by any other
person.
75 Issue of share certificates
(1) Within two months after issuing any share to a member or registering the transfer of
any share, a registered society shall complete and send to the member or transferee, as the
case may be, a certificate in such form as may be prescribed or as may be approved by
the Registrar, showing—
(a) the name of the registered society; and
(b) the nature and value of the share; and
(c) the name of the member or tr ansferee, as the case may be; and
(d) any conditions subject to which the share is issued; and
(e) the amount, if any, unpaid on the share; and
( f ) the date on which the certificate is issued.
(2) If a society contravenes subsection (1) it shall be guilty of an offence and liable to a
fine not exceeding level four.
[substituted by Act 22 of 2001 with eff ect from 10th September, 2002.] 76 Share certificates to be evidence of title
A document purporting to be a ce rtificate issued in terms of section seventy-five and
purporting to be signed by any two or more officers of a registered society shall be prima
facie evidence of the title of the person na med in the document to hold a share in the
registered society of the nature and to the value stated in the document.
77 Shares not liable to attachment or forced sale
(1) Subject to sections thirty and thirty-one , the shares of a member of a registered
society shall not be liable to attachment or sale under any or der of a court in respect of
any debt or liability incurred by such member.
(2) On the insolvency of a member of a regist ered society, the trustee or assignee of such
member shall not be entitled to claim any shar es of that member as against the society.
78 Issue of debentures
(1) A society, if so authorized by its by-laws, may with the approval of the Registrar
create and issue secured or unsecured debentures.
(2) The binding of movable property as secu rity for any debenture may be effected by—
(a) a deed of pledge and the deliver y of the movable property concerned to
the debenture-holder or to a trus tee for the debenture-holder; or
(b) a notarial bond, collateral notarial bond or notaria l surety bond executed in
favour of the debenture-holder or in favour of a trustee of the debenture-holder; or
(c) the pledging of inco rporeal rights, whether present or future, by means of
a cession of such rights.
(3) The binding of immovable property as secu rity for any debenture may be effected by
a mortgage bond, collateral mortgage bond or surety bond execute d in favour of the
debenture-holder or a trust ee for the debenture-holder.

(4) A notarial bond or mortgage bond executed in pursuance of this section and
subsequent transactions rela ting thereto shall be register ed in a Deeds Registry in
accordance with the law governing the registration of such bonds.
(5) If a debenture has been notarially executed, it may be registered in a Deeds Registry
in like manner as if it were a notarial bond executed in pursuance of this section.
(6) Sections seventy-five and seventy-six sh all apply, with the necessary modifications,
to debentures and debenture certificates in th e same way as they apply to shares and share
certificates.
79 Register of pledges, bon ds and debenture-holders
Every registered society shall establish and keep up to date at its registered address a
register of—
(a) pledges, notarial bonds, mortgage bonds and notarial debentures which
affect the property of the society, giving in each case a short description of the property
pledged or bound, the amount of the pledge or bond and the name and address of the
person in whose favour the pledge or bond wa s executed or to whom any property was
delivered; and
(b) debenture-holders, showing the number of debentures issued and
outstanding, the amount for which they were is sued, whether or not they are payable to
bearer, and, unless they are payable to bearer, specifying the name and address of the
holders thereof.
PART X
PROPERTY AND FUNDS OF REGISTERED SOCIETIES
80 Restriction on disposal of pr operty by registered societies
(1) Subject to subsection (2) no registered society and, no member or employee of any
such society, shall sell, donate or otherw ise dispose of any movable or immovable
property owned by the society, without th e prior approval of the Registrar.
(2) Subsection (1) shall not apply in relation to—
(a) commodities or articles produced by members of the society and held by
the society for the purposes of sale or dispos al or as security for the repayment of any
debt; or
(b) in the case of a society engaged in any trade, the trading stock of the
society; or
(c) any property disposed of by a second ary society or an apex organization to
a member society in the ordinary course of business of the secondary society or apex
organization.
(3) Subject to subsection (5), any person who was a party to a transaction prohibited by
subsection (1), and any person who subsequen tly comes into possession of property that
was disposed of in such a transaction, shall be liable—
(a) to restore the property concerned to the society or, if it is not possible for
him to do so, to pay to the society the value of the property at the date of the transaction
or at the date on which payment is ma de, whichever value is the higher; and
(b) in the case of a party to the transaction, to make good any loss caused by
the transaction to the society.
(4) Proceedings for the recovery of any prope rty or payment in terms of subsection (3)
may be instituted within a period of two years after the date on which the transaction
concerned was concluded.

(5) A person shall not be liable to restore any property or to make any payment in terms
of subsection (3) if—
(a) in the case of a party to the trans action concerned, he was not at the time
of the transaction a member of the society concerned and did not know and had no reason
to suspect that the transaction was prohibited by subsection (1);
(b) in the case of a person who was not a party to the transaction concerned,
he acquired the property in good faith and for value.
(6) For the purposes of subsections (3) and (5 ), a member or employee of a society acting
or purporting to act on behalf of the society in any transaction shall be deemed to be a
party to the transaction.
81 Funds of registered societies
The funds of a registered society shall consist of—
· (a) members’ entrance fees, if a ny, which shall not be refundable; and
(b) the shares subscribed for and paid up by members; and
(c) any voluntary savings, deposited with the society by members, which
deposits may be withdrawn subj ect to conditions prescribed in the society’s by-laws; and
(d) subject to section eighty-three, deposits and loans made by non-members;
and
(e) any surplus carried to the reserve fund maintained by the society in terms
of section eighty-five; and
( f ) any donations received by th e society from non-members; and
(g) any other moneys to which the society may become entitled.
82 Loans and credit granted by registered societies
A registered society shall not grant a loan or allow credit to—
(a) a member of the society, except in accordance with its by-laws; or
(b) an employee of the society, except on terms and conditions approved by a
general meeting of members of the society; or
(c) a member of the society’s management committee, except with the
approval of the society’s supervisory committ ee or, in the case of a society without a
supervisory committee, except with the approval of a general meeting of members of the
society; or
(e) a member of the society’s supervisory committee, except with the
approval of a general meeting of members of the society; or
( f ) any other person, except in accordan ce with its by-laws and with the prior
approval of the Registrar.
83 Loans and deposits received by registered societies
(1) Subject to subsection (3), a registered society may receive loans and deposits from
persons who are not members only to such extent and under such conditions as may be
prescribed by its by-laws.
(2) A registered society which has power in terms of its by-laws to borrow money shall
determine from time to time, at a genera l meeting, the maximum liability which it may
incur in loans or deposits from members and non-members, and shall inform the
Registrar accordingly.
(3) A registered society shall not incur any li ability by way of a loan or deposit from a
member or non-member in excess of the maxi mum liability determined for the time being
in terms of subsection (2).

84 Investment of funds by registered societies
A registered society may invest or deposit its funds—
(a) in the Post Office Savings Bank; and
(b) with any bank registered under the Banking Act [Chapter 24:01]; and
(c) in the same manner as the moneys in the Guardian’s Fund may be invested
in terms of section 106 of the Administra tion of Estates Act [Chapter 6:01]; and
(d) in the shares of any other society; and
(e) in such manner as may be approved in writing by the Registrar.
85 Reserve funds
(1) Every registered society shall establish and maintain a reserve fund which shall be
used in the manner prescribed in the societ y’s by-laws and to which the society shall
allocate annually at least twenty per centu m of the surplus raised from the society’s
operations during the financial year:
Provided that, where the assets of the society exceeded its liabilities in the preceding
financial year, the society may allocate a minimu m of five per centum of its surplus to the
reserve fund.
(2) The by-laws of every registered society shall provide for the method of establishing,
operating and allocating the reserve fund, the manner of fixing the amount to be
contributed thereto, and the amount of the rese rve fund to be retained in the form of
liquid assets.
(3) The reserve fund of a registered society shall be indivisible and no member shall be
entitled to claim a specific portion of it.
86 Pension and provident funds
(1) Subject to the Pension and Provident Funds Act [Chapter 24:09] a registered society
may establish a contributory pension or provi dent fund for the benefit of its members and
additionally, or alternatively, its employees, and shall credit to such fund all contributions
made by the society and by its members or em ployees in accordance with the rules of the
fund or the society’s by-laws.
(2) A contributory pension or provident fund established by a registered society in terms
of subsection (1) shall not—
(a) be used in the business of the society; or
(b) form part of the assets of the society; or
(c) subject to the Maintenance Act [Chapter 5:08] and Part VI of the
Children’s Protection and Adoptio n Act [Chapter 5:05], be liable to attachment or be
subject to any form of execution.
87 Distribution of net surplus
(1) The remainder of the surplus resulting fr om the operations of a registered society
during any financial year, afte r contributions have been made to the society’s reserve
fund and to the Central Fund, may, subject to this Act and if the society’s by-laws so
provide, be divided by way of dividend or patronage bonus among the members of the
society or by way of honoraria to members of the society, or allocated to any other fund
constituted by the society.
(2) No registered society shall pay a divide nd or issue paid-up share capital exceeding
such maximum amount or rate as may be prescribed by the Minister.

(3) A registered society may, with the approval of at least two-thirds of the members
present and voting at a general meeting, contribute an amount, not exceeding ten per
centum of the current year’s net surplus, to a charitable purpose.
88 Bonus shares
(1) Subject to Part IX and to section eighty-seven, a register ed society may distribute a
part of its net surplus among its me mbers in the form of bonus shares.
(2) A member or past member holding bonus sh ares shall be entitled to redeem or
transfer such shares only after such period as may be determined in the by-laws of the
society.
PART XI
NATIONAL CO-OPERATIVE FEDERATION
89 Formation of Federation
(1) Subject to this Part and with the a pproval of the Minister, registered apex
organizations may form a National Co- operative Federation by adopting a written
constitution for the Federati on which shall provide for—
(a) the aims and objects of the Federation; and
(b) the appointment of a chairman, vi ce-chairman and other officers of the
Federation; and
(c) the raising, administration and appl ication of funds by the Federation; and
(d) the keeping of minutes and other records of the proceedings of the
Federation; and
(e) the making of by-laws; and
( f ) the amendment of the constitution of the Federation; and
(g) the winding-up of the Federation; and
(h) such other matters as the Minister may direct.
(2) Where the Minister has approved the formation of the Federation in terms of
subsection (1) and its proposed constitution, he shall direct the Registrar to register the
Federation and, with effect from the date of such registration, the Federation shall be
constituted as a body corporate with perpet ual succession and, in its own name, capable
of holding property, entering into contracts, of suing and being sued and, subject to this
Act and to its constitution and by-laws, of pe rforming all other acts that bodies corporate
may by law perform.
(3) Sections ten, seventeen, nineteen and twenty shall apply, with the necessary
modifications, in relation to the registrati on of the Federation as if it were a society.
90 Functions of Federation
(1) Subject to this Act, the Federation shall co nstitute the supreme representative organ of
the co-operative movement at national and international level.
(2) Without limiting subsection (1), the Federa tion may, subject to this Act and to its
constitution and by-laws, exercise an y or all of the following functions—
(a) to co-ordinate the economic and othe r plans of the co-operative movement
for submission to the Minister for incorpor ation in the national development plans;
(b) to compile and provide such ge neral information and advice to its
members as will assist them in protecting their interests and enhancing their efficiency;
(c) to produce or facilitate the procurem ent of loan facilities, grants and other
forms of financial and material assistance fo r its members from the State or from local
and foreign institutions and from elsewhere:

Provided that no assistance shall be directly or indirectly procured from
any foreign country or foreign-based institu tion without the prior written approval of the
Minister;
(d) to represent the co-operative move ment at international forums and at
local seminars, conferences or other meeti ngs to which it is invited for the purpose;
(e) to sponsor or to facilitate the s ponsoring or organization of conferences,
seminars and other meetings on behalf of its members for the promotion of good
management practices in the r unning of societies generally;
( f ) to advise and liaise with the Mini ster in relation to any matters affecting
the co-operative movement.
PART XII
CENTRAL CO-OPERATIVE FUND
91 Establishment and objects of Central Fund
(1) There shall be a fund to be known as the Central Co-operative Fund, consisting of—
(a) moneys raised by way of contributions paid in terms of section ninety-
three; and
(b) any other moneys to which the Ce ntral Fund may be lawfully entitled,
including—
(i) any fees payable to it in terms of this Act; and
(ii) donations from any person.
(2) The objects of the Central Fund shall be to finance all or any of the following—
(a) the education and training of members and prospective members of
registered societies;
(b) research in relation to any activity carried on or likely to be carried on by
registered societies;
(c) the audit of accounts and books of registered societies;
(d) the general development of the co-operative movement.
92 Central Fund Committee
(1) The Central Fund shall be vested in a committee which shall consist of—
(a) two persons appointed by the Mi nister as his representatives; and
(b) three other persons appointed by the Minister from a list of persons
nominated by the Federation:
Provided that—
(i) if the Federation fails within a reasonable time to submit a list of
nominations when required by the Minister to do so, the Minister may appoint such
persons as he thinks necessary after consultation with registered apex organizations;
(ii) if at any time there is no Federation in existence in terms of Part XI, the
Minister may appoint persons after consulta tion with registered apex organizations.
(2) Subject to this Act, the Central Fund Co mmittee shall administer the moneys in the
Central Fund and shall—
(a) prepare annually a capital-budget a nd a revenue and current expenditure
budget for the approval of the Minister; and
(b) submit an annual report on the Central Fund to the Minister.
(3) Three members of the Central F und Committee shall constitute a quorum.
(4) Subject to this section the Central Fund Committee shall determine its own procedure.

(5) No act or decision of the Central Fund Committee or act done under the authority of
the Central Fund Committee sha ll be invalid only because—
(a) the Central Fund Committee did not consist of the full number of members
for which provision is made in subsection (1); or
(b) a disqualified person acted as a me mber of the Central Fund Committee at
the time the act was done or authorized or the decision was taken, if the qualified
members who were then present constituted a quorum.
93 Contributions to Central Fund
(1) Every registered society sh all contribute annually to the Central Fund five per centum
of its surplus raised from the operations of the society during the immediately preceding
financial year.
(2) A society liable to pay a contribution in terms of subsection (1) shall pay the amount
due not later than three months after finalising its annual audit.
(3) A contribution in terms of subsection (1) shall be a debt due to the Central Fund and
may be recovered by action in any court at the suit of the Central Fund Committee.
94 Accounts and audit of Central Fund
(1) The Central Fund Committee shall cause proper books of account of the Central Fund
to be kept, together with adequate financial and other records in relation thereto.
(2) The Central Fund Committee shall, within th ree months after the end of the financial
year to which the accounts relate, have its books and accounts audited by a person
registered as a public auditor in terms of the Public Accountants and Auditors Act
[Chapter 27:12].
95 Financial year of Central Fund
The financial year of the Central Fund shall be the period of twelve months ending on the
30th June in each year or on such other date as may be prescribed.
96 Disbursements from Central Fund
The Central Fund Committee may authorize pa yments from the Central Fund for costs
involved in the promotion of the objects of th e Central Fund and to meet any reasonable
and necessary expenses arising from the maintenance of the Central Fund.
97 Holding of Central Fund
(1) All moneys received on behalf of the Central Fund shall be paid into a banking
account and no moneys may be withdrawn ther efrom except by means of cheques signed
by such persons as are authorized in th at behalf by the Central Fund Committee.
(2) Any part of the Central Fund not immediat ely required for the purpose of the Central
Fund may be invested in the manner specified in section eighty-four.
PART XIII
AMALGAMATIONS, TRANSFERS AND DIVISIONS
98 Amalgamation of registered societies
(1) Any two or more registered societies wh ich wish to amalgamate may apply to the
Registrar to be amalgamated into one societ y and, if the Registrar is satisfied that—
(a) the proposed amalgamation is not against the interests of the members of
the societies or their creditors; and
(b) the proposed by-laws of the proposed society are in accordance with this
Act; and

(c) at least one month before making the application, each of the
amalgamating societies has submitted to the Registrar its audited accounts for the current
financial year; and
(d) all the requirements of subsecti ons (2) and (3) has been complied with;
he shall register the amalgamated society and its by-laws in accordance with Part V and
cause a notice of the amalgamation to be published in the Gazette.
(2) A resolution by any registered society to am algamate with another shall be passed by
at least three-quarters of the members presen t and voting at a general meeting specially
called for the purpose after due notice.
(3) Where an amalgamation will involve the transfer of assets or liabilities from one
society to another, every amalgamating society shall—
(a) give its creditors at least thr ee months’ written notice of the intended
amalgamation; and
(b) notify each or the other amalgamating so cieties, in writing, of all liabilities
which it has incurred up to the date of amalgamation.
(4) Upon the registration of an amalgamate d society in terms of subsection (1)—
(a) the registration of each of the am algamating societies shall be cancelled
and they shall be dissolved; and
(b) subject to subsection (5), all th e members of the amalgamation societies
shall become members of the amalgamated society and be governed by its by-laws; and
(c) all the assets and liabilities of the amalgamating societies shall vest in the
amalgamated society; and
(d) any creditors of the amalgamated so cieties, and any persons who have any
claim whatsoever, whether present or future, vested or contingent, against any of the
amalgamating societies, may pursue their clai ms against the amalgamated society in all
respects as if the amalgamated societ y were the amalgamating society; and
(e) if any of the amalgamating societies has failed to notify the other societies
of any liability as required in terms of paragraph (b) of subsection (3), the persons who at
the time were officers of the amalgamating societ y shall be jointly and severally liable in
their personal capacities towa rds the amalgamated society for the full amount of the
liability.
(5) A member of a society which has been am algamated with another in terms of this
section may, after giving notice in writing to his society at least one month before the
date of the amalgamation, withdraw his member ship with effect from the date of the
amalgamation.
(6) If a society, prior to its am algamation in terms of this sec tion, failed to notify each of
the other amalgamating societies, in writing, of all liabilities which it had incurred up to
the date of the amalgamation, every person w ho was at the time an officer of the society
shall be guilty of an offence unless he pr oves that he was unaware of the failure and
could not by the exercise of reasonabl e diligence have become aware of it.
(7) Any person guilty of an offence in terms of subsection (6) shall be liable to a fine not
exceeding level five or to imprisonment for a period not exceeding six months or to both
such fine and such imprisonment.
[substituted by Act 22 of 2001 with eff ect from 10th September, 2002.] 99 Transfer of assets and liabilities of registered society

(1) A registered society which wishes to transfer its assets and liabilities to another
society may apply to the Registrar and, if the Regi strar is satisfied that—
(a) the proposed transfer is not agains t the interests of the members of the
transferring society or its creditors; and
(b) all the requirements of subsections (2) and (3) have been complied with;
he shall approve the transfer and cause a not ice of the transfer to be published in the
Gazette.
(2) A resolution to transfer the assets and li abilities of a registered society to another
society shall be passed by at least three-quar ters of the members present and voting at a
special general meeting of all the societies concerned, specially called for the purpose
after due notice.
(3) A society proposing to transfer its assets and liabilities in terms of this section shall—
(a) give its creditors at least three months’ written notice of the intended
transfer; and
(b) notify the society to which it will transfer its assets and liabilities, in
writing, of all liabilities which it has incurred up to the date of transfer.
(4) Upon the publication of a notice in th e Gazette in terms of subsection (1)—
(a) the registration of the society transf erring its assets and liabilities shall be
cancelled and it shall be dissolved; and
(b) any of the members of the society transferring its assets and liabilities
shall be entitled to become members of the so ciety taking over those assets and liabilities,
and be governed by its by-laws; and
(c) all the assets and liabilities shall ve st in the society taking them over; and
(d) any creditors of the society transferring its assets and liabilities, and any
persons who have any claim whatsoever, whethe r present or future, vested or contingent,
against that society may pursue their claims against the society taking over the assets and
liabilities, in all respects as if that so ciety were the first-mentioned society; and
(e) if the society transferring its asse ts and liabilities has failed to notify the
society taking them over of any liability as required by paragraph (b) of subsection (3),
the persons who at the time were officers of the society transferring its assets and
liabilities shall be jointly and severally liable in their personal capacities towards the
society taking over the assets and liabili ties for the full amount of the liability.
(5) If a society, prior to its dissolution in te rms of this section, failed to notify the society
to which it transferred its assets and liabilities, in writing, of all l
iabilities which it had
incurred up to the date of transfer, every pe rson who at the time was an officer of the
society shall be guilty of an offence unless he proves that he was unaware of the failure
and could not by the exercise of reasonabl e diligence have become aware of it.
(6) Any person guilty of an offence in terms of subsection (5) shall be liable to a fine not
exceeding level five or to imprisonment for a period not exceeding six months or to both
such fine and such imprisonment.
[substituted by Act 22 of 2001 with eff ect from 10th September, 2002.] 100 Division of registered society
(1) A registered society which wishes to be divided into two or more societies may apply
to the Registrar and, if the Registrar is satisfied that—
(a) the proposed division is not agains t the interests of the members of the
society or its creditors; and

(b) each of the proposed new societies is capable of being registered; and
(c) at least one month before making the application, the society has
submitted to the Registrar its audited acc ounts for the current financial year; and
(d) all the requirements of subs ection (2) have been complied with;
he shall register the societies and their by-laws in accordance with Part V, and—
(i) shall cancel the registration of the society which has been divided, and that
society shall thereupon be dissolved; and
(ii) shall determine the manner in which the assets and liabilities of the
dissolved society shall be divided or distributed amongs t the new societies; and
(iii) where necessary, shall determine the area of operation of each new
society; and
(iv) may give such directions as he c onsiders necessary or desirable for giving
effect to the division of the society.
(2) A resolution by a registered society to be divided into two or more societies shall—
(a) be passed by at least three-quarter s of the members present and voting at a
special general meeting of the society, speci ally called for the purpose after due notice;
and
(b) contain proposals for the division of the assets and liabilities of the society
among the proposed new societies; and
(c) specify the members who will constitute each of the new societies; and
(d) where necessary, prescribe the area of operation of each of the new
societies; and
(e) be sent to all the members and creditors of the society at least three
months before the date of the special general meeting.
(3) A member of a society which is to be divided in terms of this section may, after
giving notice in writing to his society at least one month befo re the date of the division,
withdraw his membership with eff ect from the date of the division.
(4) Upon the registration of new societies in terms of subsection (1), the Registrar shall
publish a notice in the Gazette—
(a) stating that the new societies have been registered, giving the names of the
societies and the date of their registration; and
(b) stating that the registration of the society which was divided has been
cancelled with effect from the date of registration of the new societies; and
(c) specifying the manner in which the assets and liabilities of the society
which was divided have been or are to be divided or distributed amongst the new
societies; and
(d) where necessary, specifying the ar ea of operation of each of the new
societies; and
(e) describing any directions he may have given in terms of paragraph (iv) of
subsection (1).
PART XIV
DISSOLUTION OF REGI STERED SOCIETIES
101 Restriction on dissolution of registered societies
No registered society shall be wound up or dissolved except by order of the Registrar in
terms of this Act.
102 Winding-up orders

(1) If—
(a) after an inquiry has been held in terms of section one hundred and thirteen
into the constitution, administration, management or finances of a registered society; or
(b) after an audit of the accounts of a registered society in terms of section
thirty-five or one hundred and thirteen; or
(c) on receipt of an application made by a registered society pursuant to a
resolution passed by at least three-quarters of the members present and voting at a general
meeting of the society specially called for the purpose after due notice; or
(d) on receipt of an application made by a creditor of a registered society who
has deposited such sum as the Registrar may require as security for the costs of any
necessary investigation into the matter;
the Registrar is of the opini on that the society ought to be dissolved, he may issue an
order directing that it should be wound up.
(2) The Registrar may, on his own initiative, issue an order that a registered society
should be wound up if he is satisfied that the so ciety has ceased to operate for a period of
at least one year or that the membership of the society has fallen below the minimum
membership for such society require d in terms of section thirteen.
(3) The Registrar shall cause notice of the i ssue of a winding-up order to be published in
the Gazette.
(4) Any member of a society in respect of which a winding-up order has been issued
may, within thirty days after the publication of the order in the Gazette, appeal against the
order to the Minister, and the Minister may confirm, vary or set aside the order appealed
against or make such other order in the matter as he considers appropriate.
103 Appointment of liquidator
(1) Where the Registrar has issued a winding-up order in respect of a society, he may,
subject to subsection (2), appoint one or more persons to be the liquidator or liquidators
of the society.
(2) The Registrar shall not appoint a person as liquidator, and no person shall be qualified
to hold office as a liquidator, who—
(a) is not ordinarily re sident in Zimbabwe; or
(b) is a minor or a person under legal disability; or
(c) is a body corporate; or
(d) has, in terms of any law in force in any country—
(i) been adjudged or otherwise declar ed insolvent or bankrupt and has not
been rehabilitated or discharged; or
(ii) made an assignment to, or an arrangement or composition with, his
creditors generally which has not been rescinded or set aside;
or
(e) has, within the preceding three ye ars, been released from prison having
served a term of imprisonment exceeding three months which was imposed without the
option of a fine after conviction—
(i) within Zimbabwe of a criminal offence; or
(ii) outside Zimbabwe of an offence by whatever name called which, if
committed within Zimbabwe, would have been a criminal offence;
or

( f ) has at any time been convicted, whether inside or outside Zimbabwe, of a
criminal offence involving dishonesty for which he was sentenced to imprisonment
without the option of a fine, whether or not the whole or any part of the term of
imprisonment was suspended; or
(g) has an interest in the affairs of th e society concerned that is opposed to the
general interest of the creditors of the society.
(3) The Registrar shall cause notice of the a ppointment of a liquidator in terms of this
section to be published in the Gazette.
104 Functions of liquidator
(1) Subject to section one hundred and fi ve, a liquidator of a society shall—
(a) take custody of the books and doc uments of the society and ensure the
protection of the assets of the society until the order can celling its registration takes
effect; and
(b) carry on the business of the society so far as may be necessary for the
winding up of the society:
Provided that he shall not be ent itled to make any loan or issue any
debentures; and
(c) determine from time to time the contribution to be made by members and
past members and by the estates of deceased members of the society to its assets; and
(d) appoint a day, by notice in the G azette, by which creditors whose claims
are not already recorded in th e books of the society shall st ate their claims for admission
or otherwise be excluded from any distribution made before they have proved them; and
(e) decide any question of priority which arises between creditors; and
( f ) refer disputes to arbitration and institute and defend legal proceedings on
behalf of the society in his capacity as liquidator;
(g) decide by which persons and in what proportions the costs of liquidation
are to be borne; and
(h) subject to the approval of the Re gistrar, compromise any claims by or
against the society; and
(i) call such general meetings of members as may be necessary for the proper
conduct of the winding up; and
( j) sell or arrange for the distribu tion of the assets of the society in
accordance with a scheme of distri bution approved by the Registrar.
(2) A liquidator shall, at least once every thr ee months, submit to the Registrar a report on
the progress of the winding up of the soci ety and, at the end of the winding up
proceedings, shall submit a final report on the proceedings.
(3) In the exercise of his functions under this Part, a liq uidator shall have the same
powers to summon and enforce the attendance of parties and witnesses, and to compel the
production of documents, as are conferred on the Registrar by section one hundred and
fourteen.
105 Powers of Registrar on winding up
A liquidator shall exercise his powers subject to the directions of the Registrar, who may
do all or any of the following—
(a) rescind or vary any order made by the 1iquidator and make any new order
that is required;
(b) remove the liquidator from office;

(c) call for all books, documents and assets of the society;
(d) by order in writing, limit the powers of the liquidator under section one
hundred and four;
(e) require accounts to be rendered to him by the liquidator;
( f ) cause the liquidator’s accounts to be audited and authorize the distribution
of the assets of the society;
(g) refer any subject of dispute between the liquidator and any third party to
arbitration if that party has consented in writing to be bound by the decision of the
arbitrator.
106 Remuneration of liquidator
(1) A liquidator who is not in the full-time employment of the State, a statutory body or a
local authority shall be paid such remuneration as may be fixed by the Registrar with the
approval of the Minister responsible for finance.
(2) The remuneration of a liquidator in terms of subsection (1) shall be paid as part of the
costs of winding up, from the asse ts of the society concerned.
107 Appeals against decisions or or ders of liquidator or Registrar
(1) Any person aggrieved by the decision of a li quidator made in terms of paragraph (c),
(e) or (g) of subsection (1) of section one hundred and four may appeal in writing to the
Registrar within thirty days of the date of such decision.
(2) Any person aggrieved by a decision of the Registrar in terms of section one hundred
and five or on an appeal in terms of subsec tion (1) may appeal to the Minister within
thirty days after being notified of the decisi on, and the Minister may confirm, vary or set
aside the decision appealed against or make such other order in the matter as he considers
appropriate.
108 Closure of winding-up proceedings
(1) Upon the winding up of a society, the funds of the society, including the reserve fund,
shall be applied first to the costs of winding up, then to the discharge of the liabilities of
the society, then to payments to members in proportion to the amounts paid up on their
shares and then, if the by-laws of the society permit, to the payment of a dividend at a
rate not exceeding ten per cen tum per annum for any period for which no disposal of
surplus was made.
(2) After the winding up of a society has been closed and notice of the closing has been
published in the Gazette, any claim by a creditor of the society who has not claimed or
received what is due to him under the scheme of distribution shall be prescribed after two
years have elapsed from the date of the publication of the notice.
(3) Any surplus remaining after the application of the funds to the purpose specified in
subsection (1) and the payment of any claims from which an action is instituted under
subsection (2) shall—
(a) in the case of a primary society, be distributed amongst the members of
the society or in such other manner as may be specified in the society’s by-laws, unless
the Registrar directs that the surplus be carried forward to the Co-operative Societies
Liquidation Account referred to in section one hundred and nine;
(b) in the case of a secondary society or an apex organization, be applied in
such manner as may be specifi ed in the society’s by-laws.
109 Co-operative Societies Liquidation Account

(1) The Registrar shall keep and control a Co-operative Societies Liquidation Account for
the purpose of depositing any surplus remaining in terms of paragraph (a) of subsection
(3) of section one hundred and eight.
(2) Any funds transferred to the Co-opera tive Societies Liquidation Account and any
interest accruing thereto shall be kept in that account for two years and thereafter be
transferred to the Central Fund.
110 Cancellation of registration of society
(1) The Registrar shall, by orde r in writing, cancel the registration of any society after the
society has been wound up.
(2) After the cancellation of the registration of a society in terms of subsection (1), the
society shall cease to exist as a corpor ate body from the date of such cancellation.
(3) The Registrar shall cause notice to be published in the Gazette of every cancellation
of the registration of a society in terms of subsection (1).
111 Offences consequent upon winding up
(1) Any person who, within six months before the date of the issuing of a winding-up
order in respect of a society—
(a) conceals, removes, destroys, mutilates or falsifies, or is party to the
concealment, removal, destruction, mutilation or falsification of, any book or document
relating to the property or affairs of the societ y, or makes or is party to the making of any
false entry in any such book or document; or
(b) conceals any property of the soci ety which ought by law to be divided
amongst the creditors of the society; or
(c) causes or permits any property of the society, which the society has
obtained on credit and has not paid for, to be pledged, mortgaged or disposed of
otherwise than in the ordinary cour se of the society’s business; or
(d) removes or disposes of any part of the property of the society; or
(e) when making any statement, either ve rbally or in writing, in regard to the
business or affairs of the society, and for the in formation of its creditors or of any person
who becomes its creditor on the faith of such a statement—
(i) conceals any liability, present or future, vested or contingent, which the
society may then have contracted; or
(ii) mentions, as if it were an asset of the society, any property which is not
then an asset; or
(iii) conceals or disguises, or attempts to conceal or disguise, any loss which
the society has sustained, or give s an incorrect account thereof;
shall, unless he satisfies the court that he had no intention to defraud, be guilty of an
offence and liable to a fine not exceeding leve l eight or to imprisonment for a period not
exceeding three years or to both su ch fine and such imprisonment.
[substituted by Act 22 of 2001 with eff ect from 10th September, 2002.] PART XV
INSPECTIONS, INQUIRIES AND AUDITS BY REGISTRAR
112 Inspections by Registrar
The Registrar may at any time—
(a) inspect the records, books and accoun ts of any registered society; and
(b) carry out a physical check of property and assets, including stock and cash
in hand, held by a registered society.

113 Inquiries and audits by Registrar
(l) The Registrar may at any time—
(a) on his own initiative; or
(b) on the application of a majority of the members of a management
committee; or
(c) on the application of at least one -third of the members of the society
concerned; or
(d) on the application of a supervisory committee; or
(e) on the application of a creditor of the society concerned, who deposits
with him such sum of money as the Registrar may require as security for the costs of the
proposed inquiry or audit;
conduct—
(i) an inquiry into the constitution, admi nistration, management or finances of
a registered society; or
(ii) an audit of the account s of a registered society.
(2) The Registrar shall submit a written report on the results of any inquiry or audit in
terms of subsection (1) to ever y creditor of the society, to the society and to the Minister.
(3) Where an inquiry or audit has been conducted in terms of subsection (1), the Registrar
may apportion the costs of the inquiry or audit or such part of the costs as he may think
right between the society and the members seek ing the inquiry or audit, the officers or
former officer of the society or the creditor, if any, on whose application the inquiry or
audit was conducted.
(4) Any sum awarded by way of costs against any society or a person under this section
may be recovered by the Registrar on application to a court having jurisdiction in the
place where the registered office of the society is situated or where the person resides or
carries on business for the time being.
114 Powers of Registrar in relati on to inspection, inquiry or audit
(1) For the purposes of an inspection, inquiry or audit in terms of this Part, the Registrar
may—
(a) summon to appear before him any officer, member, employee or agent of
the society concerned who he has reason to believe can give material information in
regard to any transactions of the society or the management of its affairs;
(b) require any officer, member, employee or agent of the society to provide
such information or explanation as he can provi de in relation to any matter regarding the
transactions of the society or the management of its affairs;
(c) require any officer, member, employ ee or agent of the society to produce
any account, book or documen t relating to the affairs or transactions of the society, or any
property or asset, including cash, he ld by or belonging to the society.
(2) Any person who—
(a) having been summoned in terms of paragraph (a), subsection (1), fails
without lawful excuse to appear in answer to the summons; or
(b) having been required in terms of pa ragraph (b) of subsection (1) to provide
any information or explanation, fails without lawful excuse to do so; or
(c) having been required in terms of paragraph (c) of subsection (1) to
produce any account, book, document, property or asset, fails without la wful excuse to do
so; or

(d) hinders or obstructs any inspection, inquiry or audit in terms of this Part;
shall be guilty of an offence and liable to a fine not exceeding level five or to
imprisonment for a period not exceeding six months or to both such fine and such
imprisonment.
[substituted by Act 22 of 2001 with eff ect from 10th September, 2002.] PART XVI
RESOLUTION OF DISPUTES AND APPEALS
115 Settlement of disputes
(1) If any dispute concerning the business of a registered society arises—
(a) within the society, whether between the society and any member, past
member or representative of a deceased memb er, or between members of the society or
the management or any supervisory committee; or
(b) between registered societies;
and no settlement is reached within the societ y or between the societies, as the case may
be, the dispute shall be referre d to the Registrar for decision.
(2) Without limiting subsection (1), any—
(a) claim by a society for a debt due to it from a member, past member or the
nominee or legal representative of a deceased member, whether such debt is admitted or
not;
(b) claim by a member, past member or nominee or legal representative of a
deceased member for a debt, whether admitted or not; or
(c) dispute concerning the interpre tation of a society’s by-laws; or
(d) recourse by a member who was surety for the repayment of a loan granted
by the society to another member, arising out of a default by the borrower;
shall be regarded as disputes concerning th e business of the society for the purposes of
subsection (1).
(3) Where a dispute has been referred to hi m in terms of subsection (1), the Registrar
may—
(a) settle the dispute himself; or
(b) refer the dispute for settlement to an arbitrator or arbitrators appointed by
him; or
(c) refer the dispute to the Minister for decision.
(4) For the purpose of settling a dispute in te rms of paragraph (a) of subsection (3), the
Registrar may exercise any of the powers conferred on him under section one hundred
and fourteen.
(5) The Arbitration Act [Chapt er 7:02] shall apply in relation to any reference of a
dispute to an arbitrator or arbitrators in terms of para graph (b) of subsection (3).
(6) Any person aggrieved by a decision made by—
(a) the registrar in settling a dispute in terms of paragraph (a) of subsection
(3); or
(b) an arbitrator or arbitrators appointed in terms of paragraph (b) of
subsection (3);
may appeal to the Minister within sixty days after being notified of the decision, and the
Minister may confirm, vary or set aside the decision appealed against or make such other
order in the matter as he thinks appropriate.
116 Appeals to Administrative Court

(1) Any person aggrieved by a decision made by the Minister in terms of this Act may
appeal against it to the Administrative Court w ithin two months after being notified of the
decision.
(2) For the purpose of hearing appeals in terms of this Act, the Administrative Court shall
consist of a President of the Court and two assessors appointed by the Minister from a list
of not fewer than ten persons who have b een nominated by apex organizations and who
are suitable for appointment from their experience in co-operative matters.
(3) Subject to the Administrative Court Act [Chapter 7:01] the Administrative Court may
in any appeal confirm, vary or set aside the decision appealed against or make such other
order in the matter as the Court thinks just.
PART XVII
GENERAL
117 Special provisions fo r collective societies
(1) Every member of a registered collective so ciety shall hold at least one share, the value
of which shall be determined in the by-laws of the society.
(2) A registered collective society may em ploy a person who is not a member only if—
(a) the employment of such person is for a specific period not exceeding
twelve months, in order to utilize the skills of that person:
Provided that the collective society may at a general meeting extend the period of
employment of such person; or
(b) the employment of such person is on a seasonal basis and for a specific
duty; or
(c) such person is on probation or apprenticeship for a period not exceeding
twelve months.
(3) The remuneration of members of a register ed collective society shall be regulated in
the by-laws of the collective society.
(4) Any new member of a registered collec tive society who, upon admission, is unable to
pay for his shares in full shall be allowe d a period not exceeding eighteen months over
which the amount due may be paid in instalments out of his earnings.
(5) Upon a person’s ceasing to be a member of a registered coll ective society, the
collective society shall pay him or, if he has died, his nominee or his estate, the value of
his shares in the collective society within tw o years from the date on which he ceased to
be a member.
(6) The amount to be refunded in terms of subsection (5) may be—
(a) increased by the amount of any net surplus due to the past member or
deceased member for the last financial year during which he was a member; or
(b) decreased by the amount of any net loss for which the past member or
deceased member was liable, for the last financial year during which he was a member;
as reflected in the audited financial statem ent of the collective society for that year.
(7) Notwithstanding any other provision in this Act, a collective society may—
(a) distribute any part of its net su rplus among its members in the form of
advances based on the proportion of work done by them during the preceding financial
year; and
(b) pay a monthly advance to its members in anticipation of any net surplus;
and

(c) utilize its net surplus to provide its members with communal housing,
welfare facilities and other services.
118 Proof of entries in registers, books, etc.
(1) A document purporting to be an extract from or copy of an entry in the Register or of
a document in the custody of the Registrar sha ll, if it purports to be certified by the
Registrar as a true copy of the relevant part of that Register, be received in any legal
proceedings, civil or criminal, on its producti on by any person as prima facie proof of its
contents.
(2) A document purporting to be an extract from or copy of an entry in any register or
book of account kept by a registered society shall, if purporting to be certified in terms of
section (3), be received in any legal pro ceedings, civil or criminal, on its production by
any person, as prima facie proof of its contents.
(3) An extract or copy referred to in subsection (2) shall be certified by a declaration in
writing to the effect that—
(a) it is a true copy of the part or entry concerned; and
(b) the register or book of account is in the custody of the society;
and such declaration shall be dated and signed by the chairman and secretary of the
society.
(4) A document purporting to be signed by the Re gistrar and stating that he has reached
any decision or done any thing in terms of this Act shall be received in any legal
proceedings, civil or criminal, on its producti on by any person as prima facie proof of its
contents.
119 Additional powers of Registrar
In addition to any powers conferred upon him by this Act, the Registrar may at any
time—
(a) attend—
(i) any general meeting of any registered society; and
(ii) any meeting of the management committee of any registered society;
and may require every registered soci ety to send him, in advance, notices
and agendas of all its general meetings a nd meetings of its management committee and
all communications in respect thereof,
(b) require the management committee of any registered society to convene a
special general meeting to discuss any matte r which the Registrar considers as urgent
and, if the management committee fails to convene such general meeting within one
month, may convene the meeting himself;
(c) rescind any resolution or action of an officer of any registered society or
of a general meeting of a registered societ y which in his opinion, is detrimental to the
interests of the society or outside the objects of the societ y as defined in its by-laws;
(d) determine the forms to be used and the conditions to be complied with in
applying for the registration of a society and the procedur e to be followed in such
applications;
(e) determine the returns to be submitted by a registered society to the
Registrar and any forms to be used in making such returns;
( f ) determine the accounts and books to be kept by a registered society and
require the periodical publica tion of a balance sheet showing the assets and liabilities of
the society.

120 Administration of affairs of society by Registrar
(1) Notwithstanding any other provision of this Act, if—
(a) upon receiving a report from a major ity of the members of a management
committee or a supervisory committee of a registered society; or
(b) after an inquiry or audit conducted in terms of section one hundred and
thirteen into the affairs or acc ounts of a registered society;
the Registrar has reason to believe that the property or funds of the society are being
misappropriated or misapplied or that the affa irs of the society are being conducted in a
manner that is detrimental to the interests of the members as a whole, the Registrar may
do any one or more of the following—
(i) order the freezing of the bank accounts or any other deposits of the society
by notice in writing to any person holding th e bank accounts or the deposits of such
society;
(ii) order the suspension of all or an y of the operations of the society or
prohibit the disposal of any of its assets for such period as he shall specify by notice in
writing to the officers of the society;
(iii) appoint an administrator and such assistants as may be necessary to
administer the affairs of such society:
Provided that the Registrar shal l not appoint an administrator unless,
after consultation with the society’s main credit ors, he is of the opinion that there is a
reasonable possibility that the appointment w ill lead to the rehabilitation of the society.
(2) An administrator may be appointed for such period, not exceeding one year, as the
Registrar may specify.
(3) During the term of an administrator’s appointment, the management committee of the
society concerned shall be susp ended and the administrator sha ll administer the affairs of
the society in such manner as will rectify the matters giving rise to his appointment.
(4) In the exercise of his powers in terms of subsecti on (3), an administrator—
(a) may exercise all the functions normally exercised by the management
committee or manager of the society c oncerned in terms of this Act; and
(b) before vacating his office, shall convene one or more special meetings of
members of the society concerned for the purpose of reporting to the members on his
activities and of securing the election of a new management committee in accordance
with the by-laws of the society.
(5) After completing this term of office, an administrator shall send a report on his
activities to the Registrar.
(6) Any allowances or remuneration of an admi nistrator and his assistants shall be paid
out of the funds of the society concerned.
(7) Any person who—
(a) knowingly contravene s any order made by the registrar in terms of
paragraph (i) or (ii) of subsection (1); or
(b) hinders or obstructs an administrato r in the performance of his functions in
terms of this section;
shall be guilty of an offence and liable to a fine not exceeding level seven or to
imprisonment for a period not exceeding one year or to both such fine and such
imprisonment.
[substituted by Act 22 of 2001 with eff ect from 10th September, 2002.]

121 Delegation, assignment and assumption of powers
(1) Notwithstanding any other provision of this Act, the Minister may delegate to the
Registrar, either absolutely or subject to conditions, any of hi s functions in terms of this
Act, other than the power to make regulations.
(2) Notwithstanding any other provisi on of this Act, the Registrar may—
(a) with the consent of the Minister, de legate any of his functions in terms of
this Act, either absolutely or subject to conditions, to any other member of the Public
Service;
(b) assume and exercise any function which in terms of this Act is vested in a
co-operative officer;
(c) assign or authorize the delegation of any function which in terms of this
Act is vested in a co-operative officer or other official to any other such official.
(3) A delegation of functions in terms of subs ection (1) or paragraph (a) of subsection (2)
shall not prevent the exercise of those f unctions by the Minister or the Registrar
respectively.
(4) Any delegation, assumption or assignment in terms of this section may be withdrawn
at any time.
122 Prohibition of use of word “co-operative”
(1) No person other than a registered soci ety shall trade or carry on business under a
name or title of which the word “co-operativ e” is a part, without the authority of the
Registrar:
Provided that this sec tion shall not apply to—
(a) any person who, before the date of commencement of this Act, traded or
carried on business under a name or title of which the word “co-operative” is a part;
(b) a co-operative company register ed under the Companies Act [Chapter
24:03].
(2) Any person who contravenes subsection (1) sh all be guilty of an offence and liable to
a fine not exceeding level four.
[substituted by Act 22 of 2001 with eff ect from 10th September, 2002.] 123 Offences and penalty
Any person who—
(a) becomes or attempts to become a member or officer of a registered
society, knowing that he is not qualified to be such a member or officer; or
(b) being a member or officer of a registered society, contravenes any
provision of this Act with which it is his duty to comply, after having been ordered by the
Registrar or a co-operative officer to comply therewith; or
(c) hinders or obstructs the Regist rar or a co-operative officer in the
performance of any of his functions in terms of this Act;
shall be guilty of an offence and liable to a fine not exceeding level five or to
imprisonment for a period not exceeding six months or to both such fine and such
imprisonment.
[substituted by Act 22 of 2001 with eff ect from 10th September, 2002.] 124 Regulations
(1) The Minister may make regulations providing for all matters which by this Act are
required or permitted to be prescribed or which, in his opinion, are necessary or

convenient to be provided for in order to carry out or give effect to the provisions of this
Act.
(2) Regulations made in terms of subsection (1) may provide for—
(a) the functions of co-operative officers;
(b) the maximum rate of dividend that may be paid by societies;
(c) the inspection of documents and regi sters at the Registrar’s office and the
fees to be paid therefor and for the issue of copies of such documents or registers;
(d) the appointment of arbitrators fo r the purposes of section one hundred and
fifteen;
(e) the procedure to be followed in proceedings before the Registrar;
( f ) penalties for contraventions of the regulations:
Provided that no such penalty shall exceed a fine of level four or three
months imprisonment or both such fine and such imprisonment.
[substituted by Act 22 of 2001 with effect from 10th September, 2002.] SCHEDULE (Section 23 (1))
MATTERS TO BE INCLUDED IN BY-L AWS OF REGISTERED SOCIETIES
[References to section numbers are to the relevant sections of this Act] A. Identification of Society
1. The name of the society (section 13 (3), (4) and (5)).
2. The location of the society’s registered office and its postal address
(section 27).
3. The objects of the society (sections 8 and 12 (2, (a)).
4. The means of achieving these objects.
5. Purposes for which the funds of the society may be applied.
6. Scope and area of operation (section 12 (2) (a)).
B. Membership
7. Requirements for membership, with regard to—
(a) residence, occupation or other requi rements (sections 7 (a) and 38 (1) (c));
(b) entrance fees and affiliation fees, if any, payable (section 81 (a));
(c) minimum shareholding or subscriptions to be paid by each member
(section 73 (2) (a)).
8. The mode of admission to member ship and the procedure for appeals
against refusal of admission (section 37).
9. Rights of members, with regard to—
(a) participation in meetings (section 45 (2));
(b) voting (sections 7 (b) and 45 (2));
(c) the right to elect officers and to be so elected (sections 48 (2) (g) and 55);
(d) the right to nominate a person to whom the member’s share shall be
transferred in case of death (section 74 (1));
(e) the right to use the facilitie s of the co-operative enterprise;
( f ) the right to withdraw from th e society and conditions of withdrawal
including payments to be made to such members by the society (sections 42, 73 and
117 (5) and (6)).
10. The obligation of members—
(a) to comply with the by-laws and with the decisions of the general meetings
and the management committee and to sign an u ndertaking to this effect (section 37 (2));

(b) liability of members and past members for the debts of the society
(sections 22 and 44);
(c) to make contributions to the funds of the society as prescribed in the by-
laws (section 40).
11. The procedure for the expulsion of members and payments, if any, to be
made to such members (section 43).
C. Organization and Management of Society
12. Modes of summoning and conducting ge neral meetings (section 45 (3), (4)
and (5)).
13. Quorum at general meetings (section 50).
14. Voting at general meetings (section 52).
15. Minutes of general meetings (section 53).
16. The purposes of general meetings (sections 45 and 48 (2)).
17. Modes of summoning special ge neral meetings (section 49).
18. The methods of election, qualificatio ns for election and terms of office of
members of the management committee (sections 55 and 56).
19. Modes of summoning and conducti ng meetings on the management
committee (sections 58 and 61).
20. The powers, duties and liabilities of the management committee and of the
chairman, secretary, treasurer and other offi cers of the society (sections 57, 59, 61, 62, 63
and 64).
21. Procedure for the suspension and re moval of members of the management
committee (section 57 (4), (5) and (6)).
22. The method of election and terms of office of members of the supervisory
committee, where applicable (section 66).
23. Functions of the supervisory committee, where applicable (section 65).
24. Methods of appointment, suspension and removal of the manager, if any
(section 57 (4) and (5)).
25. Functions of the manager, where applicable (section 64).
26. The authorization of an officer or officers to sign documents and to use the
seal of the society.
27. The banking and investme nt of funds (section 84).
28. The marketing of members’ products (section 29).
29. The recruitment and dismissal of employees other than the manager
(section 57 (4) (b)).
30. Business with non-members (section 26).
31. Allowances or honoraria, if any, to be paid to officers of the society
(sections 60 and 70).
D. Rights of Worker-co-operators
E. Property and Funds of Society
32. The value of each share and modes of payment of share contributions
(sections 12 (2) (d) and 72).
33. The conditions under which shares may be transferred or redeemed
(sections 73 and 74).
34. Methods of disposal of the annual surplus—
(a) allocation to the reserve fund (sections 7 ( f ) and 85);

(b) contribution to the Central Fund (section 93);
(c) allocation to a pension or provident fund, where applicable (section 86);
(d) allocation to other funds.
35. Distribution of net surplus—
(a) dividend on paid-up share capital (sections 7 (e) and 87);
(b) patronage bonus;
(c) honoraria to officers of the society (section 87);
(d) distribution of net surplus in othe r ways e.g. issue of bonus shares to
members (section 87).
F. Special By-laws for Special Types of Societies
36. In the case of societies having as th eir object the issuing or receiving of
loans or deposits—
(a) conditions under which loans may be made to members or non-members
(section 82), including—
(i) the maximum rate of interest;
(ii) the maximum period of the loans and their repayment;
(iii) the purpose of the loans;
(iv) the security required;
(b) the methods of election and term s of office of members of a loans
committee and the powers and duties of the loans committee;
(c) conditions under which loans may be received from non-members (section
83);
(d) the maximum liability which the so ciety may incur in loans or deposits
from members and non-members (section 83 (2));
(e) the consequences of default in the payment of any sum due.
37. In the case of collective societies (section 117)—
(a) the manner in which the members and officers of the society may be
remunerated for work done;
(b) the conditions under which non-members may be employed;
(c) the manner in which the net surplus may be used.
38. In the case of primary societies having meetings of delegates (section
46)—
(a) the number of members to be represented by one delegate;
(b) the method of election of delegates;
(c) the obligation of delegates to report back to the members.
39. In the case of secondary societies, apex organizations or the Federation
(sections 9, 88 and 89)—
(a) the method of representation of me mbers in meetings of delegates, the
method of election of delegate s and the terms of office, suspension and removal of
delegates;
(b) the voting rights of members;
(c) shares, subscriptions and other co ntributions to be paid by members.
G. General
40. The method of making notifications to the society.
41. The amendment of by-laws (section 24).

42. The form of undertaking to be signed by persons upon admission to
membership to comply with the by-laws (section 37 (2)).
43. The imposition of fines on members (section 32).
44. The consequences of default in payment of any sum due to the society in
respect of shares, subscriptions or fines.
45. The financial year of the society.
46. The registers and records to be kept by the society (sections 25, 34 and
79).
47. Audit (section 35).
48. Amalgamation, transfer and divisi on of societies (section 98 to 100).
49. The procedure for settling internal disputes prior to arbitration.
50. Winding up (sections 101 to 111).