Showing posts with label General Meeting Resolutions. Show all posts
Showing posts with label General Meeting Resolutions. Show all posts

Friday, 27 September 2013

Co-operative Corporate Governance

What is co-operative corporate governance?
GOOD CORPORATE GOVERNANCE
GOOD CORPORATE GOVERNANCE
Corporate governance takes into account public policy, national values and ethics. It covers systems by which the individual corporations regulates itself for competitiveness and sustainability through practices and procedures for supervising, monitoring, regulating and controlling its affairs. Regulatory authorities, national trade and business associations, professional bodies and societies should all practice good corporate governance.
Co-operative corporate governance is about the use of power in co-operative organizations. It is concerned with the leaders who are the people who govern, that is, direct and control co-operatives.
Co-operative corporate governance also targets members of co-operatives. These are the main stakeholders. They are the people whose money is invested in the organization. They are the ultimate beneficiaries of well run co-operatives and the ultimate losers of badly run organizations and for this reason, they are the supreme authority. 
For co-operatives to be efficient and productive, they must apply good corporate governance practices that seek to ensure that the power of the organization is used in a manner that ensures:
  • effectiveness-that the co-operative society abides by and achieves the objects for which it exists.
  • efficiency-that the undertaking of the organization are honest and have integrity.
  • fairness-that the organization treats all its shareholders and the community in which it operates in reasonably and justly.
  • transparency-that the organization is open about its activities and that it meets that information needs of all its stakeholders.
  • discipline-that the organization complies with all the laws of the country, its by-laws and that it exercises self-control in all its dealings.
  • accountability-that the organization is answerable to and satisfactorily explains its actions to its members/stakeholders.
  • responsibility-that the organization exercises good judgment. That is able to make informed and astute decisions, act accordingly and accept the consequences of its actions, taking remedial actions where necessary.
  • independence-that the organization acts of its free will, in its best interests and with the consideration for all its stakeholders and not according to the dictates of external interests.
  • social responsibility-that the organization is sensitive to and that it responds to the needs of the members/society, for example by improving its products or where necessary developing new ones.
Money can't buy happiness, however it can rent it :-)
Money can't buy happiness, however it can rent it :-)
Good corporate governance can greatly enhance effectiveness, competitiveness and sustainability of the organization. This is important in the highly competitive global market. Members must demand good governance of their co-operative to ensure:
  • that the organization achieve the objective for which they exist.
  • that the organization are effective and make good returns on members’ investments.
  • that the organization are innovative by improving on their products and introducing new ones.
  • that the organizations are credible so that they can attract more members and savings.
  • that the organizations are sustainable and continue to exist and be effective for a long time.
  • that the organizations use resources efficiently and with due regard to the needs of future generations.
  • that the organizations are responsible and that they contribute to well-being of the community in which they exist.
Authority and Duties of the Members as Stakeholders
Shareholders in the co-operative society must play their role in ensuring that their organizations are well-governed. In order to do this, they must keep themselves informed about their co-operative societies  so as to be in a position to make independent and informed decisions on all issues on they are called upon to make decisions. Shareholders should ensure that they clearly understand the objects for which their co-operative are formed so that they can effectively hold directors they elect to account.
Shareholders have a duty to ensure that only competent and reliable persons, who can add value, are elected to the board of directors. They must also ensure that the board is constantly held accountable and responsible for the efficient and effective governance of the co-operative society so as to achieve corporate objectives, prosperity and sustainability.
BOARD OF DIRECTOS
BOARD OF DIRECTOS
Every co-operative should be led by an effective board which exercises leadership, enterprise, integrity and judgment in directing the co-operative society and which acts in the best interest of the co-operative in a transparent, accountable and responsible manner.
Accountability and Transparency
To enhance accountability and transparency in co-operative organizations, the leaders have to observe and adhere to the co-operative values of honesty, openness, social responsibility and caring for others. These values may be exercised while performing various activities of the co-operative organization as follows:
  • meetings-convene and conduct co-operative meetings as specified in the Act and Rule and the co-operative by-laws.
  • elections of leaders-have regular and timely elections and allow members to participate without interference such as rigging and other forms of influence.
  • accounts and audit-maintain up to date an accurate records of the organization and ensure audited accounts are presented and read to members in time and members allowed to deliberate and resolve on them.
  • budgeting procedures-budgeting for the organization should be participatory, with members originating ideas and giving final approval.
  • recruiting of personnel-co-operative leaders should source personnel from open market and should avoid nepotism.
  • code of conduct for leaders-co-operative societies should develop code of conduct and best practice for their leaders.
  • delegation of duties-to enhance transparency and accountability, each co-operative should recruit experienced and professional persons to avoid board members acting as executives. Clear job description should be prepared for every position.
  • training-training can do a lot to enhance transparency and accountability. It should be done in  a participatory and leaner centered manner and be geared towards change.
  • tendering and procurement-tendering should be done according to the provisions of the Public Procurement and Disposal Act and Regulations. Always seek for quality goods and services.

    EXCERPT FROM: Savings and Credit Co-operative Societies; Start-up Kit (Swiss Contact and Department of Co-operatives).

CO-OPERATIVE LAWS IN KENYA

The three main sources of co-operative laws applicable to the co-operatives in Kenya are:
  • The Co-operative Societies Act (Cap 490 of the Laws of Kenya)
  • The Co-operative Societies Rules 2008
  • The Sacco Society Act 2008
  • The Sacco Societies Regulations
  • The registered By-laws of the co-operative society
LegislationOther sources include government policies issued from time to time in form of circulars (commissioners circulars) and resolutions passed by members in validly convened and conducted general meetings.
The co-operative Societies Act
This is an Act of Parliament relating to the constitution, registration and regulation of co-operative societies. It is the supreme law relating to the operations of the co-operative societies. Like any other law, the provisions of the Act do not in any way conflict the constitution of Kenya.
The Act is one of the documents that should be available in every co-operative society office and should be thoroughly understood and referred to by the officials from time to time in the conduct of the society business.
The Co-operative Societies Act provides the following areas
  • registration of co-operative societies
  • privileges of a registered co-operative society
  • rights and liabilities of members
  • duties of co-operative societies
  • amalgamation and division of co-operative societies
  • rights and obligations of co-operative societies
  • property and funds of co-operative societies
  • inquiry and inspections
  • surcharge
  • dissolution
  • settlement of disputes
  • offence under the Act, the rules and penalties
The Act has broad provisions and does not specify how certain issues shall be implemented. Section 91 of the Act therefore gives the Minister power to make rules for the better carrying out of provision and purpose of the Act.
The Sacco Society Act, 2008
LegislationThis Act of Parliament makes provision for the licensing, regulation, supervision and promotion of Sacco societies, to establish the Sacco Society Regulatory Authority and connected purposes. This Act is divided in seven parts as follows:
  • preliminary
  • the Sacco Societies Regulatory Authority
  • licensing of Sacco societies
  • regulation Act and supervision of Sacco societies
  • the deposit guarantee fund
  • miscellaneous
  • schedule-conduct of the affair of the board
The Co-operative Societies Rules
The rules are subsidiary legislation made by the Minister. The Minister derives powers to make rules under Section 91 of the Act. The current rules were made and became effective from November  2004. Being subsidiary legislation, the Rules do not conflict with the Act.
RulesThe rule is another document that society should keep in the office and should be referred to and used by the society officials from time to time.
Important provisions in the rules
  • the procedures and forms used in the registration of co-operatives
  • the procedure for making and amending the by-laws of co-operatives
  • the procedure for admission of members in the co-operative societies
  • the procedure of general meeting of members and powers of members
  • the appointment, suspension and removal of committee members
  • the formation and maintenance of reserve fund
  • the procedure for appeals to the Minister
  • the returns to be submitted by the co-operative societies
  • the procedure to be followed in liquidation of societies
The Act and the Rules cannot give adequate details on how each individual co-operative society should be internally governed. Internal regulations are made by each society, because not all aspects are the same in all societies. The rules therefore provide for every society to make by-laws to serve as internal regulations (Rule 7).
The registered By-laws of co-operative societies
The By-laws are internal regulations made by each co-operative society to bind and govern its members. The By-laws are only effective if they are registered by the Commissioner for Co-operative Development. Important areas covered in the By-laws include:
  • name and postal address of the society
  • area of operation and membership common bond
  • the objects for which the society is formed
  • the purpose for which its funds maybe applied
  • the disposal of accumulated funds
  • the qualifications for membership, the terms and mode of admission
  • the withdrawal and expulsion of members
  • the rights, liabilities and obligations of members, including minimum shareholding
  • the transfer of shares or interest of members
  • the manner of raising funds
  • the procedure and quorum of general meetings
  • the appointment, suspension and removal of members of the committee
  • the duties of the management and supervisory committee
  • the period of its financial year
  • the authorization of officers to sign documents
  • the settlement of disputes
  • the condition for issuing of loans
By-LawsBy-laws maybe amended by members in a validly convened and held general  meeting. At least fifteen (15) clear days notice of the proposed amendment must have been given to all members.
Any amendment of the by-laws of a co-operative society shall only be valid if the amendment is registered with the Commissioner of Co-operative Development. When Commissioner registers an amendment of the by-laws of a co-operative society, he issues to the society a copy of the amendment certified by him as evidence that the amendment of the By-laws has been registered. This copy should be kept in the society office for use.
The By-laws of a co-operative society are subordinate to the Act and Rules. They should not contradict any of the above.
Copies of the registered By-laws should be acquired by each member of the society so that they are conversant with each provision there-in. This can be through suitable arrangement with the society officials.
The by-laws binds only members of the respective co-operative society. They bind all members irrespective of when they joined the society. They should therefore be obeyed by all members and be observed by the society officials in the conduct of all business of the society.
Government Policies/Commissioners Circulars 
The government issues policy circulars from time to time. Such circulars are normally issued by the Commissioner for Co-operative Development and are meant to be implemented and their purpose is to assist in the growth and development of the societies, and in the administration of the provisions of the Act and rules.
General Meeting Resolutions
General Meeting ResolutionsMembers do pass resolutions in general meetings. These resolutions, as long as they are passed in validly convened and conducted general meetings and do not contradict any of the By-laws of the society, form part of the society’s internal rules and regulations. Once the resolutions have been passed by the required majority, they bind all members whether they were present or not, and whether they voted in favor of the resolution or not.
Any resolution passed  in a general meeting should have a proposer and a seconder. Where there is division, the issue should be decided by vote and the majority vote is recognized. Resolutions passed in a general meeting should not contravene any provisions in the Act, Rules and the society By-laws. However a special resolutions requires 2/3 majority of the members present and voting at duly convened general meeting.

Thursday, 26 September 2013

SHORT HISTORY OF THE CO-OPERATIVE MOVEMENT IN KENYA

The co-operative movement in Kenya was found in the beginning of 20th Century. Africans were allowed to form co-operative societies in the 1950's when they were permitted to grow cash crops. The attainment of independence in 1963 became the turning point in the movement. It has ever since grown in terms of societies membership and share capital/member deposits.

The firs Kenya co-operative society, Lumbwa Co-operative Society, was formed in 1908 by the European farmers with the main objective of purchasing fertilizer, chemicals, seeds and other farm inputs and then market their produce to take advantage of economies of scale. In 1930, Kenya Farmers Association was registered as a co-operative society to take over the role of supply of farm input played by Lumbwa Co-operative Society. The African smallholder farmers fought for formation of their own co-operatives and later in 1950's they were allowed to promote and register co-operatives for cash crops like coffee and pyrethrum. Consequently at independence in 1963, there were 1,030 co-operatives societies with 655 being active with a total membership of 355,000.