UN Sacco By-Laws 2015(Revision)
United NationsSavings and Credit Cooperative Society Ltd
By Laws 2015
TABLE OF CONTENTS
No.Page
1.Name and Area of Operation...... 5
2.Registered Office, Postal Address and Society Branches...... 5
3.Binding powers of these by-laws...... 5
4.Definitions and Interpretations ...... 5
5.Objects ...... 7
6.Co-operative Principles and values...... 8
7. Membership composition...... 9
8. Membership Eligibility...... 9
9. Qualifications for membership...... 9
10. Application for membership...... 10
11. Admission into membership...... 10
12. Refusal of Admission to membership...... 10
13. Rights of members...... 10
14. Obligationsof members...... 11
15.Member’s Personal Statement...... 11
16. Penalties and Fines...... 11
17. Termination of membership...... 12
18. Suspension and Expulsion...... 12
19. Procedure of Suspension and Expulsion...... 12
20. Withdrawal from the Society...... 13
21. Payment on Cessation of Membership...... 13
22. Nominee ...... 14
23. Payment to Nominee...... 14
24. Shares...... 14
25. Deposits ...... 15
26. Liability of members...... 15
27. Funds of the Sacco Society ...... 15
28. Powerto borrow...... 16
29. Receipting for money...... 16
30. Payments and disbursements...... 16
31. General Meeting ...... 17
32. Transition to a delegates system...... 17
33. Notice of Meetings……………………………………………………………….17
34. Quorum...... 18
35. Required majority...... 18
36. Enforcement of decision...... 18
37. Chairman at meetings...... 18
38. Identification of Members...... 18
39. Powers and Duties of Annual General Meeting...... 18
40. Record of business...... 19
41. Elections...... 20
42. Board of Directors ...... 21
43. Eligibility for Membership tothe Board ...... 22
44. Duties and Powers ofthe Board...... 23
45. Legal Standardof Care...... 25
46. Indemnity and declaration of wealth ...... 25
47. Code of conduct...... 25
48. Conflict of interest...... 25
49. Confidentiality by Officers ofthe Society...... 26
50. Delegation of Duties by the board...... 26
51. Records ofbusiness of the Board ...... 26
52. Board and Board Committees ...... 26
53. Suspension fromthe Board...... 27
54. Removal of A Board Member from Office...... 27
55. Board Elections...... 27
56. The Chairman and Vice-Chairman...... 28
57. Honorary Secretary...... 28
58. Board Committees ...... 28
59. Supervisory committee...... 33
60. The Chief Executive Officer...... 34
61. Books of Accounts and Records ...... 35
62. Policies and procedures...... 36
63. Authorization to Sign Documents...... 36
64. Common seal ...... 37
65. Inspection of documents ...... 37
66. Miscellaneous……………………………………………………………………..37
67. Financial year...... 38
68. Distribution of Surplus funds...... 38
69. Dissolution...... 38
70. Disputes...... 38
71. Amendment of By-laws ...... 39
72.Acceptance ...... 39
BY-LAWS OF THE UNITED NATIONS SAVINGS & CREDIT CO-OPERATIVE SOCIETY LIMITED (UN SACCO LTD)
1.NAME AND AREA OF OPERATION
This Society shall be called UNITED NATIONS SAVINGS & CREDIT CO-OPERATIVE SOCIETY LIMITED, hereinafter referred to in these By-laws as “the Sacco Society”and its area of operation shall be within the Republic of Kenya and any other location as approved by the Board and licenced by the Regulator.
2.REGISTERED OFFICE, POSTAL ADDRESS AND SOCIETY BRANCHES
a)The registered office of the Sacco Society shall be situated at United Nations Complex, Nairobi and its postal address shall be P.O. Box 30552-00100, Nairobi. Any change of address of the Sacco Society shall be furnished to the Registrar of Co-operative Societies and to the members of the Sacco Society.
b)The Sacco Society shall seek a written approval from the Authority to open a new branch, relocate or close a place of business.
3.BINDING POWERS OF THESE BY-LAWS
These By-laws of the Sacco Society, shall, when registered, bind the Sacco Society and the members thereof to the same extent as if they were signed by each member and contained covenants on the part of each member for him or herself and his/her personal representatives to observe all the provisions of the by-laws.
4.DEFINITIONS AND INTERPRETATIONS
4.1 Definitions
In these By-laws, unless the context otherwise suggests, words or phrases shall be interpreted in accordance with the SACCO Societies Act of 2008and Regulations hereinafter referred to as the “ACT” and “Regulations” respectively, the Co-operatives Societies Act CAP 490 Laws of Kenya and the rules made thereunder, hereinafter referred to as the “Co-operative Act” and “Rules” respectively.
4.2 In these by-laws where the masculine gender is referred to, it will be construed to include the feminine gender.
4.3 In these by-laws save as otherwise expressly stated:
a)“Committee”shall mean Committee of the board established as per the regulations.
b)“Authority” shall mean the Sacco Societies Regulatory Authority.
c)“Board of Directors” shall refer to persons elected in a duly convened general meeting to govern the business of the Sacco society as per these by-laws hereinafter referred to as the “board”.
d)“CEO’’ shall mean the Chief Executive Officer.
e)“Commissioner” shall mean“the Commissioner for Co-operative Development as provided for in the Co-operative Societies Act Cap 490.
f)“ ASACCOSociety “means a credit and savings co-operative society registered under the Co-operative Act CAP 490 and licenced under the Sacco Societies Act, 2008.
g)“Core capital’’ means fully paid up members’ shares, disclosed reserves, retained earnings, grants and donations all of which are not meant to be expended unless on liquidation of the Sacco Society;
h)“Deposit” means a sum of money received or paid on terms under which it shall be repaid with or without interest or premium and either on demand or at a time or in circumstances agreed by or on behalf of the person making the payment and the person receiving it.
i)“Dividend” shall mean members’ share of the surplus of the Society which is divided amongst its members based on shares holding.
j)“Dormant accounts” means savings or deposits accounts maintained by the Sacco Society that are not operational or have no transactions within the prescribed period.
k)“General Meeting” shall be a meeting (either “annual” or “special”) for all members duly convened by the Sacco Society to conduct its business.
l)“Member” includes a person or a co-operative society joining in the application for the registration of a society, and a person or co-operative society admitted to membership after registration in accordance with these by-laws.
m)“Members of the immediate family” when used in these By-laws, includes, the spouse,children, brothers, sisters or parents of each person eligible to be a member of the Society whether or not residing in the same household.
n)“Next of Kin” shall mean the members’ closest living blood relative(s)
o)“Non-withdrawable deposits’’ are deposits made to the Sacco Society by a member through the Back Office Operations (BOSA)and shall not be withdrawable in whole or in part unless on resignation of a member.
p)“Returning officer” is a person appointed to oversee or conduct the elections of the society at a general meeting.
q)“SASRA” means The SACCO Societies Regulatory Authority.
r)“Share Capital” shall mean members’ equity in the form of issued and fully paid up shares of common stock.
s)“Tribunal” means the Co-operative Tribunal established under the Co-operative Societies ActCAP 490 to hear and determine disputes.
t)“Withdrawable deposits’’ are deposits made to the Society’s Front Office Service Operations (FOSA) andshall be withdrawable according to the terms and conditions as provided by the Sacco society.
u)“Nominee” Shall mean a person or entity that is requested or named to act for a member of the Sacco society.
v)“Member in good standing” shall mean a member who is current on the repayment of his/her loan due to the Sacco society and who is current in making his/her required contribution and has not in any way acted in a manner which is potentially damaging to the Sacco society and has fully complied with the policies and rules set by the Sacco society.
4.4Interpretations
a)Any questions or dispute concerning the interpretation of these By-laws on any matters not provided for therein, errors and omissions shall be referred to the Tribunal.
b)Words importing the masculine gender only include also the feminine gender.
5.OBJECTS
5.1The object for which the Sacco Society is established isto promote the quality of life of its members by providing quality financial products and services.
5.2 In particular the Sacco Society shall undertake:
a)To promote thrift among its members by affording them an opportunity for accumulating their savings and deposits and providing them with credit exclusively provided and productive purposes, at fair and reasonable rate of interest: thereby enabling them to use and control their money for their mutual benefit.
b)To ensure personal growth through the introduction of new products and services that will promote the economic base of the members;
c)To ensure progress of members and Sacco Society through continuous education programs on savings and proper use of credit, reduction of poverty, human dignity and co-operation.
d)To apply the co-operative principle of co-operation among co-operatives in order to promote members’ interests. In furtherance to its objective the Sacco society may affiliate to the relevant national co-operative union and Apex society.
e)To ensure safety and soundness of the members funds through appropriate risk management framework.
5.2For the attainment of the above objects, the Sacco Society may do all acts and things that are permissible under the Sacco Societies Act and Regulations, Co-operative Act and Rules, these By-laws and all such other things as are incidental or consequential to the economic enhancement of its members’ interests provided such act is approved by the members in a general meeting.
6.CO-OPERATIVE PRINCIPLES AND VALUES
In order to achieve its objects the Sacco Society shall act in accordance with the following Co-operative principles and relevant values.
6.1.Principles
(i)Voluntary and open membership
The Sacco Society shall always be guided by the principle of voluntary and open membership in its member recruitment drive without political, ethnic, religious, gender or social discrimination.
(ii)Democratic member control
The Sacco Society will be fully controlled by members who will have equal voting rights on the basis of one member one vote.
(iii)Economic participation by members
Members shall contribute equitably to the capital of the Sacco Society and share in the results of its operations.
(iv)Autonomy and independence
The Sacco Society shall operate on mutually acceptable terms with its stakeholders who will ensure its autonomy and independence.
(v)Education, training and information
The Sacco Society shall foster reciprocal, on–going education programs for members, leaders, staff and the community so that they can teach and learn from each other or from the appropriate resource persons in understanding and carrying out their respective roles.
(vi)Co-operation among co-operatives
In order to better serve the interests of the members and the community, the Sacco Society shall actively co-operate with other co-operatives locally, regionally, nationally and internationally.
(vii)Concern for community in General
The Sacco Society shall show concern to the community in which it exists and operates.
6.2Values
The values shall include self-help, mutual responsibility, equality and equity. The Sacco Society shall practice honesty, openness and social responsibility in all its activities.
7. MEMBERSHIP COMPOSITION
Membership in the Sacco Society shall consist of:-
a)Original members who signed the application for registration.
b)New members subsequently admitted in accordance with these by-laws.
8.MEMBERSHIP ELIGIBILTY
A person of either gender shall be eligible for membership if he/she is within the following Common bond:-
a)Is an employee of the United Nations(U.N) or any UN affiliated or Specialised Agency of the United Nations.
b)Is an employee of Diplomatic Missions and International Organizations in Kenya as may be approved by the board from time to time.
c)Is an employee of the Sacco Society or its Subsidiaries
d)Is a spouse,child,brother,sister or parent of any of the persons in (a) to (c)above
e)Is a Co-operative Society registered under the Act
f)Is a subsidiary Company of the Society as may be authorised by a resolution through the general membership as per Section 16 of the Cooperative Societies Act CAP 490.
g) Is an employee or an officer of other organisations as approved by the Board from time to time.
h)Is a former member of theSacco Society who withdrew while in good standing.
9. QUALIFICATIONS FOR MEMBERSHIP
A person may become a member of the Sacco Society if he/she fulfils the following qualifications:-
a)Is within the field of membership as prescribed in these By–laws;
b)Has attained age of majority as prescribed under the relevant laws.
c)Is not a member of another SACCO Society with similar objectives and within the same area of operation;
d)Is not directly, a money lender or carrying out such activities detrimental to the objectives of the Sacco Society;
e)Is of good character;
f)Is of sound mind;
g)Pays entrance fee, deposits and minimum share capital as prescribed in the Membership Policy
10. APPLICATION FORMEMBERSHIP
a)Every applicant for membership shall complete an “application for membership” form. The form shall be drawn to show all the information required for the purpose of registration of the member.
11. ADMISSION INTO MEMBERSHIP
An applicant shall be admitted to membership on approval of the Board of Directors, but shall not qualify for the rights and privileges of membership until he has paid in full the pre-requisite entrance fee, depositand shares as may be prescribed in the Membership Policy.
12. REFUSAL OF ADMISSION TO MEMBERSHIP
The Board of Directors may refuse to admit into membership any applicant by giving him/her reason(s) for such refusal in writing, provided that, the person whose membership has been refused, if aggrieved by the decision, shall have the right to appeal to the next General Meeting through a registered member or the CEO.
13. RIGHTS OF MEMBERS
A member of the Sacco Society shall have the right to;
a)Attend and participate in decision making at all general meetings of the Sacco society and vote;
b)Be elected to the organs of the Sacco society subject these by-laws.
c)Enjoy use of the facilities and Services of the Sacco society subject to the Sacco society’sby-laws.
d)All legitimate information relating to the Sacco society, including Internal Regulations, Registers, Minutes of the General Meetings, Supervisory Committee reports, Annual Accounts and inventories at the Sacco society’s registered office.
14. OBLIGATIONS OF MEMBERS
A members of the Sacco Society shall have the obligation to;-
a)Observe and comply with all the Sacco society’s by-laws and decisions taken by relevant organs of the Sacco society;
b)Buy and pay up for shares or make any other regular payments provided for in these by-laws;
c)Meet the debts of the Sacco society in case of insolvency in accordance with the provisions of the Co-operative Act CAP 490 and these by-laws.
15.MEMBER’S PERSONAL ACCOUNT STATEMENT
Every member shall receive regular statements at least once every six months, which shall contain particulars of membership, shares, deposits and loan transactions with the Sacco society.
16.PENALTIES AND FINES
a)Any member of the Sacco society who wilfully acts in violation of these by-laws or regulations shall be liable to a fine not exceeding Kenya Shillings Twenty Thousand (Kshs.20,000.00) for each offence not withstanding any other action that may be taken against him in accordance with the Act, Rules, these By-laws or any other applicable law.
b)The Board of Directors of the Sacco Society shall have powers to hear and determine matters relating to any alleged violation of theseBy-laws by members. Any member aggrieved by the decision of theBoard of Directors may appeal to the General Meeting whose decision shall be final. Provided this provision should not prejudice a member’s right to refer the matter to the Tribunal if the issue constitutes a dispute.
c)Any penalty not paid within 30 days from the date it was levied shall be recovered from the member’s deposits.
17. TERMINATION OF MEMBERSHIP
Membership in the Saccosociety shall cease with effect from the date of:
- Death
- Withdrawal
- Expulsion
- Being certified insane
- Transferring all shares to another member
- Failure to remit regular savings and loan repayments for a continuous period of six months without valid reasons or leave of the Saccosociety.
- Ceasing to hold qualification for membership as specified in these By-laws.
- Being declared bankrupt by a court of law.
18. SUSPENSION AND EXPULSION
The Board of Directors may suspend - subject to the decision of the general meeting - to expel a member who;
a)Fails to fulfil his/her obligations to the Sacco Society whether stated in these by-laws, general internal regulations, a resolution of the general meeting or in contravention of any other legal document, provided such a member has been called upon to do so but has failed,
b)Is convicted in a court of law for a criminal offence involving dishonesty or fraud or imprisonment for a period of three months or more,
c)Is a member of another Sacco society serving a similar purpose,
d)Acts in a manner prejudicial to the interests of the Sacco society,
e)Is found to have wilfully furnished false particulars in his application for membership to the Sacco society,
f)For any other reason approved by the General Meeting and/or as may be contained in the Sacco Society’s code of ethics.
19. PROCEDURE OF SUSPENSION AND EXPULSION
a)Upon formal and written communication and proof that a member has committed a violation punishable by expulsion, the Board of Directors shall provide written notice to the member stating the reason(s) for the suspension and proposed expulsion, and grant the member 30 days to prepare a defence, if any.
b)Upon expiry of the 30 days and taking into consideration the member’s defence, the Board shall initiate an Administrative Inquiry and take a decision on its findings within 15 days. The Board may;
- Suspend the member pending ratification by the members in the general meeting
- Impose any other punishment as provided for in these by-laws or any other applicable law.
c)A member so suspended may appeal to the General Meeting if not satisfied with the decision of the board provided the notice and grounds of such appeal have been filed with the Chief Executive Officer not less than 30 days before the date of the general meeting.
d)A member so suspended loses voting rights, may not qualify for new loans but shall continue repaying existing loans, but shall not attend Sacco Society meetings unless invited by the Chief Executive Officer in writing.
The decision of the Meeting on such expulsion shall be final; provided that such a member shall have the right to appeal to the Tribunal within 14 days if the issue constitutes a dispute.
20. WITHDRAWAL FROM THE SACCO SOCIETY
A member may at anytime withdraw from the Sacco Society by giving sixty (60) days’ written notice to the board or as may be provided for in the Membership Policy.
21. PAYMENT ON CESSATION OF MEMBERSHIP OR/ AND WITHDRWAL
FROM THE SACCO SOCIETY