BENUE STATE UNIVERSITY TEACHING HOSPITAL STAFF MULTIPURPOSE COOPERATIVE SOCIETY LIMITED, MAKURDI
BYE LAWS
PART 1
PREAMBLE
We members of staff of the Benue State University Teaching Hospital (BSUTH) Makurdi have viewed with concern the need to help ourselves in times of need and being desirous of cooperating in meaningful progressive activities, do make these Bye Laws as a guide.
PART 2
RULE 1: NAME
The name of the Cooperative Society shall be Benue State University Teaching Hospital Staff Multipurpose CooperativeSociety Limited (BSUTHSMCS) Makurdihereinafter called “The Cooperative Society”.
RULE 2:REGISTERED OFFICE
Benue State University Teaching Hospital Km.4, Gboko Road, Makurdi shall be the Registered office of this Cooperative Society.
RULE 3:AREA OF OPERATION
The Cooperative Society shall operate within Benue State.
RULE 4: AIMS AND OBJECTIVES
The Cooperative Society shall operate to meet the aims and objectives as stated in the Constitution (see Section 5).
RULE5: MEMBERSHIP
5.0Membership shall fall into two (2) categories namely; OrdinaryMembership and Associate Membership as defined hereunder.
5.1Ordinary Member: An ordinary member shall be
(a)A serving staff of the Benue State University Teaching Hospital (BSUTH) and a contributor to the fund of the Cooperative Society, and
(b)A holder of the requiredminimumshares of the Cooperative Society as may from time to time be prescribed by the Cooperative Society.
5.2Associate Member: An Associate member of the Cooperative Society shall be a registered contributor to the fund and holder in the required minimum shares of the Cooperative Society who is a Former Staff, a Contract Staff on the payroll of the Benue State University Teaching Hospital (BSUTH who has applied for membership and has been admitted in the prescribed manner.
5.3Membership Rights: Members of the Cooperative Society shall be entitled to enjoy all membership rights and fully participate in the activities of the Cooperative Society, provided that:-
(a)An Associate Member shall not be entitled to seek any elective office of the Cooperative Society.
(b)An Associate Member may not be granted credit facilities by the Cooperative Society in excess of the member’s net savings with the Cooperative Society and repayment period shall not be more than the contract end date for Retiree members & Contract Staff members respectively.
5.4Membership is voluntary and is open to all members of staff of Benue State University Teaching Hospital.
5.5Application for membership shall be made through the Secretary of the Cooperative Society on a prescribed form and the Executive shall admit or reject after screening.
5.6The prescribed form in Rule5.5 above shall cost the sum of Five Hundred Naira (N500.00) only, subject to review from time to time by the Congress.
5.7A member shall be required to pay aminimum monthly deposit of three thousand Naira(N3,000.00) only and the prescribed subscription fee as may be determined by the Congress.
5.8Withdrawal/Termination of Membership
Membership shall be terminated by:
a)Death
b)Voluntary withdrawal after three (3) months’ notice conveyed in writing to the Secretary, provided that the member withdrawing is neither in debt to the Cooperative Society nor surety for an unpaid debt.
c)Permanent Insanity: In case of death or permanent insanity, the member’s entitlement less his/her indebtedness to the Cooperative Society shall be paid to his/her Nominee as defined in Rule 5.9
d)Expulsion from the Cooperative Society due to Misconduct.
e)Misconduct: Misconduct is defined as interpreted by Rule 12.8 and also includes where a member has failed to make savings or defaulted loan repayment for more than three consecutive (3) times. In an event where a co-operator is absent due to any kind of leave, he should live up to his financial commitments/obligations with the Cooperative Society failure of which will be interpreted as misconduct.
f)Leaving of Service: Three (3) months’ notice in writing through the Secretary General of the Cooperative Society to the Executive Committee.
5.9Nominees
(i)Any member of the Cooperative Society may nominate a person to whom in the event of his death; the Cooperative Society shall pay a sum representing the deceased member’s share or interest at the time of his/her death.
(ii)Every appointment of a nominee by any member shall be made in writing and signed by the member in the presence of two attesting witnesses, who must be financial members.
(iii)Where desired by the member, the nomination may be confidential and may be kept in a sealed envelope.
(iv)Where any money is paid to a nominee who is a minor, a receipt given either by the minor or by his/her guardian and witnessed shall be sufficient discharge to the Cooperative Society.
(v)Any nomination made by a member may be varied when the member desires.
(vi)Where more than one Nominee is appointed by any member, the number of shares to be transferred, or the exact proportion of the amount available that is to be transferred to each of these nominees, shall be specified at the time of his appointment. The total value of any share or interest transferred shall be represented by the sum actually paid for this share or interest by the deceased, unless these Bye-Laws otherwise provide.
PART THREE
RULE6: MEETINGS
6.1The Annual General Meeting (AGM) shall:
a)Comprise all registered members of the Cooperative Society.
b)Be the highest decision making organ of the Cooperative Society.
c)Have power to ratify, nullify and reject any decision taken by the Executive Committee which is considered unreasonable or not in the general interest of the Cooperative Society.
d)Be presided over by the President or the Vice President. In the absence of the two, members shall elect a presiding officer at the particular meeting.
e)Review the interest rate to be charged on loans as well as to determine profit sharing ratio at the end of every financial year.
f)Take any necessary action regarding debt of delinquent members including expulsion.
g)Have power to remove any member of the Executive Committee found wanting in the performance of his/her duty by a two-third (2/3) majority present.
h)Dissolve and elect new officials at the end of their tenure.
i)Receive and consider the Cooperative Society’s Annual Report as well as the Auditor’s Report and ensure that each observation indicated in the report is put right.
j)Authorise the embarking upon of any project or programme which is of benefit to the Cooperative Society.
k)Take decisions which shall be binding on all members.
l)Be held at the end of April each year.
m)Have the authority to appoint and remove External Auditors.
n)Form quorum if one-third (1/3) of the registered members are present or as may be determined by the Congress.
6.2Ordinary General Meeting:
a)It shall be held quarterly.
b)The quorum for Ordinary General Meeting shall be 1/4 of registered members present.
c)Decisions taken during Ordinary General Meetings are binding on all members.
6.3Emergency General Meeting: May be called by the Executive Committee or members of the Cooperative Society as specified in (d) below to;
a) Address pertinent or sensitive issues that need prompt resolution before an AGM,
b)The quorum for emergency meeting shall be one-quarter (1/4) of registered members present at the meeting,
c)Decision taken during Emergency Meetings will be binding on all members,
d)Where there is a written request of at least 1/3 of the registered members of the Cooperative Society, provided such written request shall state the venue and objective of the proposed meeting:
(i)An Emergency Meeting may be called by the Secretary General on the directive of the President.
(ii)On receipt of such an order or request, the Secretary-General shall call an Extra-Ordinary General Meeting within seven (7) days.
e)Where the President fails to summon meetings as specified in Sub d (i - ii) above, then one third (1/3) of members can go ahead and arrange for the meeting.
6.3Executive Committee
The Executive Committee shall consist of the President, Secretary-General, Vice-President, Financial Secretary, Treasurer, Assistant Secretary, Auditor, Legal Adviser and PRO who shall be elected at an Annual General Meeting.
6.3.1Tenure of Executive Committee: The Executive Committee shall serve for a period of two (2) years. Any member of the Committee may be re-elected for a second term after which he/she is not eligible for re-election until one term has elapsed. Each elected member of the Executive Committee shall have one vote, but shall not vote on any matter relating to him/her.
6.3.2Functions of the Executive Committee:
i)An Executive Committee member of the Cooperative Society stands in a fiduciary relationship towards the Cooperative Society and shall observe the utmost good faith towards the Cooperative Society in any transaction with it or on its behalf.
ii)AnExecutive Committee member shall act at all times in what he/she believes is in the best interests of the Cooperative Society as a whole, so as to preserve its assets, further its interests, and promote the purposes for which it was formed and in such manner as a faithful, diligent, careful and ordinarily skilful Executive Committee member would act in the circumstances.
iii)To observe in all its transactions, the regulations and Constitution of the Cooperative Society.
iv)To supervise the maintenance of records of all monies received and expended.
v)To receive, consider and vet reports from Ad-hoc Committees and forward recommendations to the general meeting for ratification.
vi)To approve expenditure for the Cooperative Society.
vii)Transact business on behalf of the Cooperative Society.
viii)To perform any other duties that will ensure smooth running of the Cooperative Society.
6.3.3Conflict of Duties and Interests
i)The personal interest of an Executive Committee member shall not conflict with any of his/her duties as an Executive Committee member under these bye-laws.
ii)An Executive Committee member shall not in the course of management of the affairs of the Cooperative Society or in the utilization of the Cooperative Society’s property make any secret profits or achieve other personal benefits to the detriment of the Cooperative Society.
iii)An Executive Committee member shall be accountable to the Cooperative Society for any secret profit made by him or any personal benefit derived by him contrary to the provisions of this Rule.
iv)The duty not to misuse corporate information shall not cease by an Executive Committee member or an officer having resigned from the Cooperative Society, and he shall still be accountable and can be restrained by an injunction from misusing the information received by virtue of his previous position.
v)Where an Executive Committee member discloses his/her interests to the General Meeting before the transaction and before the secret profits are made, he may escape liability for any resulting profits, but he shall not escape liability if he/she discloses only after he has made the secret profits, and in this case, he shall account for the profits to the Cooperative Society.
6.3.4Duty of Care and Skill
i)Every Executive Committee member of the Cooperative Society shall exercise the powers and discharge the duties of his/her office honestly, in good faith and in the best interests of the Cooperative Society, and shall exercise that degree of care, diligence and skill which a reasonably prudent Executive Committee member would exercise in comparable circumstances.
ii)Failure to take reasonable care in accordance with the provisions of Rule6.3.4(i)above shall be ground for removal of such Executive Committee member from office.
iii)Each Executive Committee member shall be individually responsible for the actions of the Executive Committee in which he participated, and the absence from the Executive Committee’s deliberations, unless justified, shall not relieve an Executive Committee member of such responsibility.
6.3.5Legal Position of Executive Committee Members
i)Executive Committee members are Trustees of the Cooperative Society’s monies, property and their powers and as such must account for the money over which they exercise control and shall refund any money improperly disbursed, and shall exercise their powers honestly in the interest of the Cooperative Society and all the members, and not in their own or Sectional interests.
6.3.6Property Transaction by Executive Committee Members
i)The Cooperative Society shall not enter into an arrangement:
(a)Whereby an Executive Committee member of the Cooperative Society, or a person connected with such an Executive Committee member, acquires or is to acquire one or more non-cash assets of the requisite value from the Cooperative Society, or;
(b)Where the Cooperative Society acquires or is to acquire one or more non-cash assets of the requisite value from such an Executive Committee member or person so connected; unless the arrangement is first approved by a resolution of the Cooperative Society and such connection expressly disclosed.
ii)For the purpose of Sub-Rule (1) of this Rule, a non-cash asset is of the requisite value if, at the time the arrangement in question is entered into, its value is not less than N100,000 or 10 percent of the Cooperative Society’s total assets value, whichever is less. The total assets value shall be based on accounts prepared and laid in respect of the preceding year of the Cooperative Society’s operations.
6.3.7Liabilities arising from Contravention of Rule6.3.6
i)An arrangement entered into by the Cooperative Society in contravention of Rule6.3.6 of this Bye-laws and any transaction entered into in pursuance of the arrangement (whether by the Cooperative Society or any other person), shall be voidable at the instance of the Cooperative Society unless one or more of the conditions specified in Sub-Rule (ii) of this Rule is satisfied.
ii)The conditions are that:
(a)Restitution of any money or other assets which is subject-matter of the arrangement or transaction is no longer possible or the Cooperative Society has been indemnified in pursuance of the Rule by any other person for the loss or damage suffered by it, or
(b)Any rights acquired bona fide for value and without actual notice of the contravention by any person who is a party to the arrangement or transaction would be affected by its voidance; or
(c)The arrangement is, within a reasonable period, affirmed by the Cooperative Society in a General Meeting.
iii) If an arrangement is entered into with the Cooperative Society by an Executive Committee member or a person connected with him/her in contravention of Rule6.3.6 of these Bye-laws, that Executive Committee member and the person so connected, and any other Executive Committee member of the Cooperative Society who authorized the arrangement or any transaction entered into in pursuance of such an arrangement, shall be guilty of an offence and liable to:
- Account to the Cooperative Society for any gain which he/she has made directly or indirectly by the arrangement or transaction; and
- Jointly and severally with any other person liable under this Sub-Rule, indemnify the Cooperative Society for any loss or damage resulting from the arrangement or transaction.
iv)Sub-Rule (iii) of this Rule shall be without prejudice to any liability imposed otherwise than by that Sub-Rule, and is subject to the following two Sub-Rules, and the liability under Sub-Rule (3) of the Rule arises whether or not the arrangement or transaction entered into has been voided in pursuance of Sub-Rule (1) of this Rule.
v)If an arrangement is entered into by the Cooperative Society involving a person connected with an Executive Committee member of the Cooperative Society in contravention of Rule6.3.6of this Bye-law, that Executive Committee member shall not be liable under Sub-Rule (3) of this Rule if he shows that he/she took all reasonable steps to secure the Cooperative Society’s interest.
vi)This Rule shall have effect with respect to references in Rule6.3.6 of these Bye-laws to a person being “connected” with an Executive Committee member of the Cooperative Society, and to an Executive Committee member being “associated” with or “controlling” a body corporate.
vii)A person is connected with an Executive Committee member of the Cooperative Society if he/she (not being himself/herself an Executive Committee member) is:-
(a)That Executive Committee member’s spouse, child or step-child
(b)Except where the context otherwise requires, a body corporate with which the Executive Committee member is associated; or
(c)A person acting in his/her capacity as a trustee of any trust the beneficiaries of which include:
- The Executive Committee member, his/her spouse, any child or step-child, or
- A body corporate with which he/she is associated, or of a trust whose terms confer a power on the trustees that may be exercised for the benefit of the Executive Committee member, his/her spouse or any child or step-child, or any such body corporate; or
(d)A person acting in his capacity as partner of that Executive Committee member or of any person who, by virtue of paragraphs (a), (b) or (c) of this Sub-Rule, is connected with that Executive Committee member.
6.3.8Regular Operations of The Cooperative Society:
i)The Executive Committee members shall set guidelines for the running of the Cooperative Society and shall monitor compliance with such guidelines by the staff on a regular basis.
ii)The Executive Committee members shall be responsible for the employment, remuneration, and discipline of the staff of the Cooperative Society, and shall ensure efficient manning levels for the Cooperative Society at all times.
iii)The Executive Committee members shall meet at least once a month or as the need arises.
iv)A quorum shall be formed if four (4) of the Executive Members are present.
v)Issues at Executive Committee Meetings shall be decided by a simple majority vote.
vi)Decisions taken at Executive Meetings are binding on all members of the Executive Committee.
6.3.9Discipline of Executive Officers:
i)The President shall have the power to report a recalcitrant Executive Committee Member to the General Meeting.
ii)In the event that it is the President that is found wanting, two third (2/3) majority of the Executive shall have the power to report him/her in writing to the general meeting.
iii)Where the Secretary-General fails or refuses to summon a general meeting, the President shall have the power to direct any other Executive Member to summon the General Meeting.
6.3.10Honorarium and Other Payments
i)The Executive Committee members may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Executive Committee or any Committee of the Executive Committee or General Meetings of the Cooperative Society or in connection with the business of the Cooperative Society.