YES SAVINGS AND CREDIT CO-OPERATIVE SOCIETY LIMITED
BY-LAWS
TABLE OF CONTENTS:
BY-LAW No. CONTENTS
1
1. Name and area of operation
2. Registered office and address
3. Definitions and interpretations
4. Objects
5. Value of Co-Operatives
6. Co-operative Principles
7. Membership and affiliations
8. Membership eligibility
9. Membership application form
10. Admission to membership
11. Refusal of membership
12. Membership rights
13. Members Obligations
14. Members’ Personal Account
15. Nominees
16. Voluntary Withdrawal
17. Cessation of Membership
18. Expulsion from Membership
19. Expulsion Procedure
20. Payment resulting from withdrawal, termination or expulsion from membership
21. Funds
22. Application of funds
23. Shares
24. Liability
25. Power to Borrow
26. Receipting for money
27. Liquidity and Reserves
28. Branches of the Society
29. General Meetings
30. Notice of special general Meeting
31. Quorum
32. Required Majority on resolutions
33. Enforcement of decisions
34. Chairperson at meetings
35. Powers and duties of the Annual General Meeting
36. Record of General Meeting
37. Management Committee
38. Legal standard of care
39. Delegation f Duties
40. Sub-Committees
41. Vacation of office by Committee
42. Executive Officers
43. Chairman and Vice-Chairman
44. The Secretary
45. The Treasurer
46. The Manager
47. Credit Committee
48. Meeting of the Credit Committee
49. Duties of the Credit Committee
50. Education Committee
51. Duties of the Education Committee
52. Supervisory Committee
53. Election of the Supervisory Committee
54. Powers and duties of the Supervisory Committee
55. Authority of the Supervisory Committee
56. Liability of the Supervisory Committee
57. Qualification of the Supervisory Committee members
58. Books and records
59. Financial year
60. Conduct of business
61. Election
62. Eligibility into the Committee
63. Conflict of interest
64. Authorization to sign documents
65. Disposal of surplus
66. Loans to members
67. Security for loans
68. Repayment of loans
69. Cash Reserves
70. Common Seal
71. Fines
72. Disputes
73. Miscellaneous
74. Dissolution
75. Amendment of these By-laws.
76. Inspection of Documents
1. NAMES AND AREA OF OPERATION:
The Society shall be called YES SAVINGS AND CREDIT CO-OPERATIVE SOCIETY LIMITED hereinafter referred to in the By-laws as “the Society” and its area of operation shall be THE REPUBLIC OF KENYA.
2. REGISTERED OFFICE AND ADDRESS:
The registered office of the Society shall be at Parkside Towers, Mombasa Road within the City of Nairobi and its postal address shall be; P.O. Box 73146, 00200 GPO NAIROBI,
Notice of any change of address shall be given to the Commissioner for Co-operative Development (hereinafter referred to as “Commissioner” and to all members of the Society).
3. DEFINITIONS/INTERPRETATIONS
a) In these By-Laws, unless the context otherwise suggests, words or phrases shall be defined and/or interpreted in accordance with the Co-operative Societies Act, No. 12 of 1997 and the Co-operative Societies Rules, 2004 made thereunder (hereinafter referred to as “the Act” and “the Rules” respectively).
b) Any question concerning the interpretation of these by-laws or any matters not provided for therein, errors and omissions shall be referred to the Co-operative Tribunal (hereinafter referred to as “the Tribunal”).
4. OBJECTS
The objects for which the Society is established are:
a) To promote thrift among its members by affording them an opportunity for accumulating their savings.
b) To create a source of funds at fair and reasonable rate of interest.
c) To provide an opportunity for each of its members to improve the members’ respective economic and social conditions.
d) To provide members with credit for purposes of providence or production or both.
e) To offer to the members complementary savings and credit in form of front office services and a diversity of other financial products as may be required by the members.
f) To ensure the progress of its members by educating them regularly on the proper use of credit.
g) To perform the function and exercise the powers designated for Savings and Credit Co-operative Societies under the applicable law for the benefits of the members.
h) For the attainment of the above objects, the Society may do all acts and things that are permissible under the Act, the Rules, and these By-Laws provided that the members in a General Meeting approve such acts either specifically or generally.
5. VALUE OF CO-OPERATIVES
a. Self help
b. Mutual responsibility
c. Equity & equality
6. CO-OPERATIVE PRINCIPLES:
The Society is established on the following principles:
i. Voluntary and open membership;
ii. Democratic member control;
iii. Economic participation by members;
iv. Autonomy and independence;
v. Education, training and information;
vi. Co-operation among co-operatives; and
vii. Concern for community in general.
7. MEMBERSHIP AND AFFILIATIONS
The Society may become a member of, or seek affiliation to other relevant organizations by a resolution of the members in a General Meeting.
8. MEMBERSHIP ELIGIBILITY
a) The members shall consist of:
i. Original members who signed the application for Registration form; and;
ii. All persons who were members of the Society on the date these by-laws came into effect
iii. New members subsequently admitted in accordance with these by-laws.
b) A person of either gender shall be eligible for membership who possesses all of the following qualifications:
i. Is not less than 18years of age
ii. Is of good character.
iii. Is employed by Celtel Kenya Limited, KDN, Cell tours, Spanco others (or KenCell Communications Limited the predecessor in title of Celtel
iv. Kenya Limited or employed by the Celtel Group of Companies having been originally an employee of Celtel Kenya Limited or KenCell Communications Limited) and former members of the KenCell Communications Limited or Celtel Kenya Limited who have chosen to continue as members after retiring from employment;
c) The General Meeting may however by resolution allow membership in the Society to persons or groups of persons not employed by KenCell Communications Limited or Celtel Kenya Limited and such persons shall be entitled to take up membership in the Society subject to provisions b (i) and (ii) hereinabove.
9. MEMBERSHIP APPLICATION FORM
Every applicant for membership shall complete an “Application for Membership” form. This form may be drawn so as to show all the information required for the purpose of the Register of Members. The Completed forms, when filled in serial order shall constitute the Register of Members as required by the Rules.
10. ADMISSION TO MEMBERSHIP
An applicant shall be admitted to membership on being accepted by a simple majority vote of the Management Committee, but shall not qualify for any for the rights and privileges of Membership until he has paid an entrance fee of Kshs.550.00. A member is also required to submit two passport size photographs and a copy of the National Identification Card or any other authenticated identity. The completed form, when filled in serial order shall constitute the register of members as required under the Act. Upon admission, the Secretary shall cause the name and the relevant particulars of a qualified applicant to be entered in the Register of Members.
11. REFUSAL OF MEMBERSHIP
The Management Committee may refuse membership to any applicant, giving him/her reasons for refusal in writing, provided the applicant shall have a right to appeal to the next General Meeting through a registered member. The appeal shall be filed with the Secretary within fifteen (15) days from the date the applicant received the refusal. The decision of the General Meeting on the matter shall be final.
12. MEMBERSHIP RIGHTS
Subject to these By-laws, policies, standards, values and procedures, all members shall have the right to enjoy the Society’s services and exercise the rights established by the Act, Rules and the By-laws. Members are entitled but not limited to: -
a). Receive, periodically and regularly, or upon request, at least once a year, a statement of the Member’s Account.
b). Attend and participate at the General Meeting of members. Each member shall have one vote irrespective of the shareholding.
c). Enjoy the use of all facilities and services of the Society subject to the Society’s By-Laws
d). Be elected or elect to organs of the Society as officer of the Society, unless otherwise prohibited by any other law or where specifically disqualified by these By-laws.
e). Use the Society’s services according to the policies and procedures approved by the Management Committee.
f). Submit projects or initiatives to the Committee, for the improvement of the Society services.
g). Other rights as prescribed by the Act and Rules.
Provided that a member who qualified for membership into the Society by virtue of his/her employment with the Society shall not be eligible for election to any organ, Committee or office of the Society save that of his employment.
13. MEMBERS’ OBLIGATIONS
In complement to the Act and Rules, members of the Society are obliged to:-
a). Be represented at General Meeting
b). Show a good Co-operative spirit
c). Inform non-members and encourage them to join the Co-operative
d). Bring out the problems affecting the Society and look for solutions.
e). Participate in Society projects both physically and financially.
f). Attend educational meetings and seminars organized by the Society or other organizations approved by the Management Committee.
g). Make use of the services of the Society as stated in the objects of the Society.
h). Comply with these By-laws, the Act, Rules and any Resolutions of General Meeting.
14. MEMBER PERSONAL ACCOUNT
The Management Committee may direct that a periodic “Statement of Account” containing a record of the members’ transaction with the Society, in the same form as a Pass Book shall be used instead of the Pass Book. Such Statement shall be sent to every member on a quarterly basis and shall constitute a Pass Book for all intents and purposes.
15. NOMINEES
a). Every member shall nominate in writing one or more persons to whom upon his death, his/her share money, deposit or any interest and dividend shall be paid. The member in the presence of two attesting witnesses shall sign the Nomination. A member shall have the right to change his nominee, but any such change or alteration must be in writing and signed by the member in the presence of two attesting witnesses. Each such nomination shall be sealed by an officer of the Society in a separate cover subscribed with the word “Nomination of………..”
b). In the case of death of a member, the Society, after satisfying itself and after obtaining such documentary proof of the death of the member as it may consider necessary shall after sixty (60) days from the day of the application by the nominee pay to the nominee the value of the deceased’s share deposits, interest and dividends after deducting such sums as may be due from the member to the Society.
c). A nominee shall not have the option to be admitted to membership unless he also belongs to the same common bond as the deceased member or he is the spouse of the member. On admission to membership of such a nominee, the shares and deposits of and interest/dividend due to the deceased shall be transferred in the name of that nominee.
16. VOLUNTARY WITHDRAWAL
Members with no liability or outstanding obligations on their accounts and no outstanding collateral or guarantees for other members’ loans may withdraw from membership at any time, without losing vested rights, so long as they give the Society a sixty (60) days written notice. In spite of losing their status as members, individuals who have withdrawn from membership but still have outstanding loan balances or outstanding guarantees for other members’ loans shall continue being responsible for their obligations unless other alternative arrangement acceptable to the Society is made. The member may re-apply for admission after two (2) months.
17. CESSATION OF MEMBERSHIP
Membership to the society shall cease with effect from the date of a member:
i. Dying;
ii. Being expelled from membership;
iii. Withdrawing all his/her shareholdings;
iv. Becoming certifiably insane;
v. Acting contrary to the relevant provisions of the Act, Rules and By-laws;
vi. Losing any of the qualifications set out in By-law number 7;and
18. EXPULSION FROM MEMBERSHIP
The Management Committee or the General Meeting may expel a member who:
i. Is convicted in a court of law of any criminal offence involving dishonesty or is imprisoned for three (3) months or longer;
ii. Acts in a way prejudicial to the interests of the Society.
iii. Willfully refuses to comply with the Society’s By-laws, policies, contracts and persists in such refusal or failure.
iv. Willfully defaults in the Repayment of loans or part of loans for a period exceeding four (4) months.
v. Fails to save regularly. In this case, one is deemed a regular saver when he/she saves at least twelve (12) times in a financial year.
vi. Is found to have willfully furnished false information on the application for membership form.
vii. Any other reason approved by the General Meeting and/or as may be contained in the Society’s code of conduct.
19. EXPULSION PROCEDURE
a). Upon formal and written announcement and proof that a member has committed a violation punishable by expulsion, the Management Committee shall serve a written notice to the member stating the reason(s) for the proposed expulsion, and grant the member thirty days to file a defence.
b). Upon the expiry of the thirty days and taking into consideration the member’s defence, the Management Committee shall initiate an administrative inquiry and take a decision on its findings within fifteen (15) days.
c). A member so expelled by the Management Committee shall have the right to appeal at the General Meeting provided the notice and grounds of such appeal have been filed with the Secretary not less than ten days before the date of the meeting. The decision of the General Meeting regarding such expulsion shall be final, provided such member shall have the right to refer the issue to the Tribunal if the issue constitutes a dispute.
20. PAYMENT RESULTING FROM WITHDRAWAL, TERMINATION OR
EXPULSION FROM MEMBERSHIP.