IFFDC BYE LAWS (After Amendment in the 10th AGM)

IFFDC BYE LAWS (After Amendment in the 10th AGM)


1.0 NAME, ADDRESS AND AREA OF OPERATION

1.1 The name of the cooperative society shall be the Indian Farm Forestry Development Cooperative Limited, hereinafter referred to as IFFDC.

1.2 Its registered office shall be in the Union Territory of Delhi.

1.3 The Hindi version of the name of the society will be: Bhartiya Prakshetra Vaiki Vikas Sahkari Limited.

1.4 The area of operation of IFFDC shall extend to the whole of the Indian Union.

2.0 DEFINITION

2.1 In these bye-laws, unless there is anything repugnant to the subject or context:

(i) PFFCS/PLDCS means ‘Primary Farm Forestry Cooperative Societies Limited’/’Primary Livelihood Development Cooperative Societies Limited’ registered under the Cooperative Societies Act applicable to the State/Union Territory in which it is registered.

(ii) ‘SFFDC’ means ‘State Farm Forestry Development Cooperative’ registered under the Cooperative Societies Act applicable to any State/Union Territory in which it is registered and has PFFCS/PLDCS and others as approved by the State Registrar of Cooperative Societies as members.

(iii) ‘Cooperative Year’ means operating and financial year as specified by the Multi-State Cooperative Societies Act. 1984.

(iv) ‘Central Act’ means the Multi-State Cooperative Societies Act. 1984.

(v) ‘State Act’ means the respective Cooperative Societies Act. as applicable in the State in case of SFFDC, PFFCS/PLDCS.

(vi) ‘Central Rules’ means the rule framed under the Multi-State Cooperative Societies Act. 1984.

(vii) ‘State Rules’ means the rules made under the Cooperative Societies Act as applicable in the State in case of SFFDC, PFFCS/PLDCS.

(viii) ‘Member’ means those who have joined in the application for registration of the IFFDC and those subsequently admitted to its membership in accordance with the provision of the Central Act. Central Rules and Bye-laws of IFFDC.

(ix) ‘Board’ means the Board of Director of the IFFDC constituted as per the provisions of these bye-laws.

(x) ‘Chairman’ means the Chairman of the IFFDC.

(xi) ‘Managing Director’ means the Chief Executive of the IFFDC appointed as per the provision of these bye-laws.


(xii) ‘Central Society’ means in the Multi – State Cooperative Society registered under the Multi – State Cooperative Societies Act. 1984

(xiii) ‘National Cooperative Society’ means a Multi – State Cooperative Society registered deemed to be registered under the Central Act and specified in the second Schedule of the Central Act.

(xiv) ‘Central Registrar’ means Central Registrar of Cooperative Societies appointed by the Govt. of India under the Central Act.

(xv) ‘NCDC’ means National Cooperative Development Corporation.

(xvi) ‘Commodities’ means all products in finished, semi-finished and raw material derived from the Integrated Farm Forestry and would include the following:

(a) Timber, firewood, charcoal, bio-mass and articles and products derived from these;

(b) Minor forest produce including bamboo, grasses, fibres, leaves like Tendu leaves, seeds, flowers, etc.

(c) Agricultural products including horticulture, aviary, dairy, fishery, poultry, animal husbandry and cottage industry products;

(d) Crude and raw drugs, medicinal plants, aromatics and other products related to Farm Forestry.

(xvii) ‘IFFCO’ means Indian Farmers Fertilizer Cooperative Limited.

(xviii) ‘Bye-laws’ means the Bye-laws of IFFDC registered under the provisions of the Multi State Cooperative Societies Act. 2002.

(xix) ‘Farm Forestry’ means development of forestry with Integrated Farming approach and other associated agricultural activities viz., poultry, dairying, sericulture, pisciculture etc.

3.0 OBJECTIVES

3.1 The objectives of IFFDC are to organize and promote afforestation on wastelands, Govt. land, Panchayat land, own land and any other suitable land alongwith other associated farming activates viz. poultry, dairying, sericulture, pisciculture etc. On the lines of Integrated Farming System approach for the benefit of the member PFFCS/PLDCS and organizing supply of agri-inputs including funds and procuring, processing, marketing and other value addition activities for the produce of the member societies.

3.2 In furtherance of the above objective, the IFFDC may undertake all or any of the following functions:

3.2.1 To promote and develop Farm Forestry on large scale on wastelands and lands of minimum agricultural potential through the SFFDC, PFFCS/PLDCS.

3.2.2 To promote and develop the concept of ‘Integrated Farming System’ for reaping the maximum economic gain from the limited source by the ultimate beneficiaries.

3.2.3 To promote and subscribe to the shares of cooperatives and other institutions.

3.2.4 To raise nurseries and supply of plants and other assistance including inputs to members and non- members.

3.2.5 To collaborate with national or international agency for development of Farm Forestry and arrangements of funds.

3.2.6 To advance loans to PFFCS/PLDCS and other related cooperative institutions on security of commodities or otherwise to promote the objectives of the Society.

3.2.7 To act as a channelising institution for the grants, subsidies, loans to the promoted PFFCS for Farm Forestry and PLDCS for Livelihood Development.

3.2.8 To act as a warehousing agent under the Warehousing Act and rent or own godowns, cold storage and other premises.

3.2.9 To acquire, take on lease or hire lands, buildings, fixtures and other property and to sell, give on lease or hire them for the business.

3.2.10 To undertake to poll, store, purchase, distribute and market the commodities and other allied articles on its own behalf or on behalf of its members.

3.2.11 To undertake purchase, import, export, marketing, supply distribution etc. of equipments and implements, packing articles, machineries and other requisites and items which are incidental to its activities or its ancillaries.

3.2.12 To establish and promote production and processing units, plants, factories and industrial establishments for value addition and/or commercial production of commodities.

3.2.13 To coordinate and undertake pricing, production, processing, storage, sales, distribution and policy formulation for all members with a view to help the members to enter the domestic and foreign market as a united front.

3.2.14 To undertake preparation of Techno – economic feasibility reports and consultancy services for members and non – members.

3.2.15 To organize and maintain information and data bank to disseminate information to PFFCS/PLDCS as well as planners, researchers etc.

3.2.16 To organize seminars, workshops, conferences, exhibitions, trade fairs, training programmes both for members and non – members.

3.2.17 To promote and maintain a panel of experts/pools of managerial personnel required by PFFCS/PLDCS and associates.

3.2.18 To supervise the functioning of the promoted SFFDC, PFFCS/ PLDCS.

3.2.19 To undertake all such business or activities as may be incidental or conducive to the attainment of any or all the above subjects.

4.0 MEMBERSHIP

No individual shall be eligible for admission as a member to IFFDC. Membership of IFFDC will be open of the following:

4.1.1 IFFCO.

4.1.2 SFFDC.

4.1.3 PFFDC.

4.1.4 PLDCS.

4.1.5 Govt. of India

4.1.6 State Governments

4.1.7 N.C.D.C.

4.1.8 Any other co-operative institution or corporation owned or controlled by Government, which is not promoted by IFFDC (except promoter members like IFFCO and NCDC) interested in promotion of forestry activities will be enrolled as associate members.

The following criteria will be applicable to the associate members:

i) They will not have voting rights in IFFDC Ltd.,

ii) They will not be part of Management of IFFDC Ltd.

iii) They may be provided technical assistance from IFFDC but will not be eligible for any kind of financial support at part with PFFCS/ PLDCS promoted by IFFDC.

5.0 PROCEDURES FOR ADMISSION OF MEMBERS

5.1 Application for admission as member and for allotment of shares shall be made to the Managing Director in the form, if any, prescribed by IFFDC.

5.2 At least value of one fully paid up share as per their eligibility defined in Clauses 8.2.1, 8.2.2 and 8.2.3 to be subscribed by the applicant with a non –refundable admission fee of Rs.100/-, shall be remitted alongwith the application.

5.3 Every such application shall be disposed off by the Board of Directors who have power to grant admission or to refuse it after recording reasons for such refusal. Every application for admission as a member of a Multi – State Cooperative Society shall be disposed off by the Board within a period of four months from the date of receipt of the application, and the decision shall be communicated to the applicant within 15 days from the date of decision. In case this decision is not communicated to the applicant in this prescribed period, it will be deemed that the applicant has been refused admission. The applicant whose admission has been refused by the Board of Directors, may appeal to the Central Registrar, and if the Central Registrar so directs, the applicant shall be admitted as member and decision of the Central Registrar shall be final.

5.4 When an application has been admitted to membership by the Board of Directors and applicant has paid its admission fee and full value of atleast one share money, it shall be deemed to have acquired all the rights and incurred all the obligations and liabilities of a member of IFFDC as laid down in the Central Act; Central Rules made thereunder and the bye-laws.

5.5 The Managing Director shall maintain a register to record the applications field for membership. In case of refusal to grant membership to any applicant, reason in brief for doing so shall be clearly recorded in the register.

5.6 A share certificate duly signed by the Chairman or Vice-Chairman and the Managing Director and with the seal of IFFDC shall be issued to every member for the share or shares taken by the members after it has subscribed to the full value of the share of shares.

5.7 A duplicate share certificate at a fee of Rs.10/- can be issued, if the original share certificate is lost, destroyed or damaged after obtaining indemnify bond from the share-holder.

6.0 CESSATION OF MEMBERSHIP

6.1 The membership shall cease in accordance with the provision of Multi State Cooperative Societies Act. 2002.

6.2 If the member has acquired any disqualification in terms of Multi- State Cooperative Societies Act.

7.0 EXPULSION OF A MEMBER

7.1 A member of IFFDC but excluding Govt. of India, NCDC, IFFCO and State Governments may be expelled by a majority of two-third votes of members present at Special General Meeting called for the purpose on acquiring following dis–qualifications:

7.1.1 If the member intentionally does any act likely to injure the interest of IFFDC;

7.1.2 If the member intentionally does any act likely to injure the interest of IFFDC;

7.1.3 No member will be expelled unless he has been given a reasonable opportunity of making representation in the matter.

7.1.4 The member fails to represent in three consecutive meetings of the General Body will be eligible for expulsion.

7.1.5 No member of the Multi State Cooperative Society, who has been expelled under sub-section (1) shall be eligible for re-admission as a member of that society, for a period of one year from the date of such expulsion.

8.0 CAPITAL

8.1 IFFDC may raise funds from one or more of the following resources:

8.1.1 Share capital;

8.1.2 Admission fee;

8.1.3 Transfer fee;

8.1.4 Loans from nationalized, scheduled and cooperative banks, financial institutions or international agencies approved by the Government.

8.1.5 Deposits from members, public, Government agencies and other institutions.

8.1.6 Grants and subsidies from the Government, International agencies allowed by Govt. and others.

8.2 The authorised share capital of IFFDC shall be Rs.100 crores. A member will have the voting right only on acquiring at least one fully paid up share. However, the rights of all members will be same since IFFDC is a cooperative.

8.2.2 Value of one share to be subscribed by members mentioned in bye – laws 4.1.2 and 4.1.8 is Rs.10,000/- only.

8.2.3 Value of one share to be subscribed by members mentioned in bye – laws 4.1.3, 4.1.4 1,000/- only.

9.0 RETIREMENT OF SHARES, TRANSFER OF SHARES

9.1 IFFDC may retire the share held by Government of India, Government organization, NCDC and IFFCO in such manner as may be agreed upon between it and the Government of India/ Government organization/NCDC/IFFCO as the case may be.

9.2 Subject to the provision of the Central Act and Central Rules and these bye – laws and with approval of IFFDC, a member or ex-member may transfer its share to another member or applicant qualified under these bye – laws.

10.0 LAIBILITY AND BORROWINGS

10.1 In the event of liquidation, the liability of members for any deficit in the assets of IFFDC shall be limited to the share capital subscribed by them.

10.2 IFFDC shall be eligible to receive deposits and loans from members and others upto 10 times of its paid – up share capital plus accumulated reserves minus any losses.

11.0 GENERAL BODY, CONSTITUTION, POWERS ETC.

11.1 All the matters concerning the affairs of the IFFDC rests with the General Body.

11.2 The General Body of IFFDC shall consist of one representative each of the members admitted under the bye-law No. – 4 and the Directors of the Board of Directors of the IFFDC.

Contd……7…

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11.3 All organizations eligible to send their representative shall supply certified copies of the relevant resolution of the competent authority or copies of any other type of authority of nomination to the Managing Director of IFFDC clearly specifying the period for which such nominee/representative will continue to represent them. Such nominations shall be in accordance with the Central Act. Rules as amended and applicable from time-to-time.

11.4 The Annual General Meeting shall be convened at least once in the year within six months of the close of the cooperative year under a resolution of the Board of Directors and their meeting would be presided over by the Chairman of the Board or in his absence by the Vice-Chairman of the Board for the purpose.

11.5 The date and time and place of the meeting shall be announced and notified by the Board in writing at least 14 days in advance of the meeting. The notice of the meeting shall be given by local delivery or by post under certificate of posting and proof of delivery/posting shall be retained in the office of IFFDC.

11.6 A minimum of one-fifth of the total number of members of the General Body for the time being shall form a quorum at the General Body Meeting. No business shall be transacted without a quorum. A time of 30 minutes after the specified time will be allowed for the quorum to form. If there is no quorum within half an hour from the appointed time, the Meeting shall be adjourned to such date and time as the Chairman of the Meeting may decide. No quorum shall be required in such adjourned meeting. Subjects other than circulated as agenda for the original meeting shall not be discussed in the adjourned meeting.

11.7 Each member of the General Body shall have one vote irrespective of the number of shares held by him. All questions before the General Body meeting will be decided by the majority vote. The Chairman shall have the casting vote in the event of tie in votes.

11.8 The decision of the General Body shall be duly recorded, signed by Chairman of the meeting and maintained by the IFFDC.

11.9 A special general meeting can be called any time during the year after following the same procedures as for the Annual General Meeting if the Board of Directors decide to do so to transact certain important business or more than one-third of the total number of members send in their requisitions in writing to the Managing Director to do so or the Central Registrar order to this effect. However, if the meeting has been called at the instance of the members and there is no quorum, the meeting shall stand dissolved.

11.10 The General Body in its Annual Meeting will transact all or any of the following:

(a) Consideration of the audit report and the annual report;

(b) Disposal of net profits;

(c) Approval of programme of activities for the ensuing year;

(d) Amendment of the bye-laws as per the Central Act; Central Rules and the Bye-laws;

(e) Election, if any, of the members of the Board, other than the nominated members.

12.0 BOARD OF DIRECTOR

12.1 The Tenure of the board of IFFDC shall be 5 years from the date of election and the term of nominated Directors will be co-terminous with the term of Board. The number of Board of Directors would not exceed 15, which could be extended up to 20 in the event of more states participating in the Society’s share capital. The Chairman would be elected by Board from among the Directors. The organization wise break-up of the Board of Directors would be as follows:

a. Six representatives to be elected from amongst the members under Bye –laws 4.1.2 and 4.1.3. The board may frame regulation to regulate the election of such Directors. The number would vary as per participants from the State/ Constituency at given point of time.

b. Two nominees of Government of India.

c. Three to be nominated by IFFCO.

d. One nominee of NCDC.

e. One to be co-opted having specialization in the field of Forestry/Environment/Agriculture/Rural Development to be Co – opted by the Board of Director of IFFDC.

f. Four to be co-opted from those Co-operative who will contribute share capital worth of Rs.One Crore other than project equity/project assistance already contributed/ committed by them to IFFDC to be co-opted by the Board of Director of IFFDC.

g. Chief Executive/Managing Director, IFFDC, to be nominated by IFFCO.

12.2 The Board so constituted will elect a Chairman and Vice-Chairman from amongst themselves. The Chairman and Vice-Chairman once elected shall continue to hold the office for the term of the Board unless removed by the Board for which two-third majority of the Board should approve with due notice.

12.3 The Board shall meet atleast once in a quarter and the meting ordinarily will take place at the Registered Office of IFFDC.

12.4 For Convening Board of Director Meeting, 15 days notice will be required. In case of urgency, with the approval of Chairman, decisions may also be obtained by circulation amongst the members. However, such decision will be placed before next meeting of the Board for confirmation.

12.5 One-third of the strength of Board shall form quorum.

12.6 The Chairman or in his absence Vice-Chairman or in their absence one of the other members elected for the purpose shall preside over the meeting of the Board of Directors.

13.0 TENURE OF THE MEMBERS OF BOARD

13.1 An elected member of the Board shall hold office for five years and shall be eligible for re-election subject to the provision of the Central Act.

13.2 In the case of Government and other institutional nominees, their membership on the Board of Directors shall be subject to the period for which they have been nominated by their respective organization.

14.0 CESSATION OF MEMBERSHIP OF BOARD

14.1 A member of the Board of Director shall cease to hold office if:

14.1.1 he resigns and his resignation is accepted by the Board;

14.1.2 he appears as a legal practitioner against IFFDC or indulge in trade, commerce or other activities against the interest of IFFDC;

14.1.3 he has acquired any interest directly or indirectly in any subsisting contract or other activity of IFFDC;

14.1.4 he holds any office of profit under IFFDC, except the Managing Director appointed under the bye-laws;

14.1.5 he fails to attend Board Meeting for four consecutive meeting, without obtaining leave of absence;

14.1.6 A member ceases to represent the affiliated cooperative/other institution in the General Body of IFFDC if he acquires any disqualification as per the Multi-State Cooperative Societies Act. 2002 and the Rules framed their under.

14.1.7 he ceases to be nominee of the Government or institution nominating him;

14.1.8 he becomes of unsound mind or gets convicted in respect of matters involving moral turpitude or anti-social crimes;

14.1.9 the institution which nominated him is suspended from the membership of IFFDC or ceases to exist;

14.1.10 the institution which nominated him commits any default in the payment of any amount due in cash or kind to IFFDC for a period exceeding one year and the Board considers it as a serious matter; and

14.1.11 has interest in any business of the kind undertaken by IFFDC.

15.0 RESPONSIBILITIES, POWERS AND FUNCTIONS OF THE BOARD

15.1 The Board may exercise all such powers as may be necessary or expedient for the purpose of carrying out its functions under Act except for those being exercised by the General Body. In particular the Board shall undertake such functions and exercise the following powers:

(a) placing before the General Body the Annual and Audit Report;

(b) recommending the distribution of profits to General Body;

(c) taking decisions on matters relating to withdrawals, transfer, retirement, refund or forfeiture of shares;

(d) laying down criteria for determining default by member;

(e) to admit new members as per the Central Act and Bye-laws of IFFDC;

(f) to appoint the Managing Director;

(g) to approve the Budget, Profit and Loss Account and arrange for internal, external and statutory checking of accounts as per the Central Act and the bye-laws;

(h) to recommend to the General Body the panel of auditors and their remuneration;

(i) to summon General Body meeting in accordance with the bye-laws;

(j) to frame policy, rules and guidelines for the business of the society on the advice of Managing Director or on its own;

(k) to decide investment in the share capital of other cooperatives, institutions;

(l) to receive deposits, grants, subsidies and raise loans from national and international agencies and to frame policies for the same;

(m) to constitute Executive Committee and Sub-committees for specific purpose to achieve the objects of the IFFDC;

(n) to delegate powers as deemed fit to officials of IFFDC;

(o) to appoint suspend and remove the Managing Director as per the Rules framed from time to time and approved by Board and to a point, suspend, punish and terminate the services of any employee as per the rules framed from time to time and approved by the Board;

(p) to purchase, sell or otherwise acquire and dispose off moveable/immovable property;

(q) to accept or reject the resignation from members of the Board of Directors;

(r) to fix the terms of honorarium and TA and DA rules for the Directors;

(s) to frame rules regarding recruitment, appointment, service conditions, suspension and punishment etc. of employees of IFFDC;

(t) to issue new shares and transfer old shares;

(u) to transact any allied business as deemed fit to further the object of IFFDC in accordance to the Central Act. Capital Rules and Bye-laws.

(v) to frame, with approval of Central Registrar guidelines/rules regulations for the election of the delegates of the General Body, members of the Board of Directors and for conduct of the meeting of the General Body and Board of Directors.

16.0 POWERS AND FUNCTIONS OF THE MANAGING DIRECTOR

16.1 Managing Director shall be the Chief Executive of the IFFDC and a full time paid officer, and shall exercise powers as per the existing byelaws.

(a) The Managing Director will assist the Board in the formulation of policies and in planning of activities;

(b) Furnishing periodical information to the Board which is necessary for operations and function of the IFFDC;

(c) to be an officer of IFFDC, to sue or to be sued and sign, execute bonds, agreement and other documents on behalf of the IFFDC.

(d) to convene the meeting of general body, Board or any other committee at the instance of the Chairman and participate in them and take necessary action to implement the decisions;

(e) to be responsible for overall administration and day-to-day management of the business and affairs of the IFFDC;

(f) ensure proper maintenance of accounts of IFFDC in the prescribed manner;

(g) to receive all money and securities on behalf of the IFFDC and to arrange for the safe custody of cash, records, properties and other securities of IFFDC;

(h) to arrange inspection of books and records by various authorities empowered to do so under the Central Act. Central Rules and the Bye-laws;

(i) to institute, conduct, defend, compound or abandon any legal proceedings by or against IFFDC or its employees or otherwise concerning the affairs of IFFDC and also to compound and allow time for repayment of any claim or demand by or against IFFDC;

(j) to certify copies of entries in the books under the Act;

(k) incur expenditure within the approved budge estimates;

(l) arrange to keeping safe custody all the registers, papers and other property of IFFDC;

(m) arrange for investment of funds of IFFDC in the best interest of the institution;

(n) to open and operate the Bank Accounts of IFFDC;

(o) to determine powers, duties and responsibilities of the employees of IFFDC for ensuring proper conduct of the business;

(p) to create, subject to the budget provisions, posts upto two levels below the post of M.D. and to appoint, punish, suspend or terminate employment of personnel subject to the rules framed from time to time and approved by the Board;

(q) to delegate him all or any power, authority and discretion vested in him to any employee(s) of IFFDC subject to the ultimate control and responsibility being retained by him; and

(r) to incur expenditure to the extent of Rs.20 lakhs in each case in respect of approved budget item and for non-budgeted items upto Rs.25,000/-

17.0 DISTRIBUTION OF PROFITS

The profit of IFFDC would be distributed by the General Body on the recommendations of the Board in the following manner:

(a) Provide for depreciation on building, machinery and other assets and bonus to employees according to the payment of Bonus Act. 1965;

(b) not less than 25% of the net profit shall be carried to the Reserve Fund;

(c) contribute towards the Cooperative Education Fund maintained by the National Cooperative Union of India as laid in the Central Act and Central Rules;

(d) pay dividend on shares not exceeding the limit prescribed under the Act.

(e) distribute rebates to support and strengthen PFFCS in proportion to the trading of commodities/business done through IFFDC or any other purpose decided by the General Body to achieve its objectives.

18.0 AMENDMENT TO BYE-LAWS

18. None of the Bye-laws herein contained shall be altered or recinded and no provision shall be added except by vote of majority consisting of atleast 2/3 of the members present in the voting at the General Body. The notice convening the meeting shall specify the proposed alterations, additions or recession. The amendment shall not take effect until it is registered by Central Registrar.

19.0 LIQUIDATION

19.1 In the event of liquidation, the Central Registrar in accordance with the provisions of the Act. is empowered to would up and dissolve the IFFDC.

20.0 GENERAL

20.1 All matters not specially provided for are to be decided in accordance with the Central Act and the Central Rules.

20.2 The Board of Directors may frame subsidiary rules of business in consonance with the Central Act. Central Rules and the Bye-laws for carrying on the work of IFFDC and make additions or alterations in them from time to time.

20.3.i In case of any disputes between IFFDC and its affiliated society, the bye laws of IFFDC shall prevail.

20.3.ii All such dispute shall be referred to the arbitration as per the provisions of Multi State Cooperative Societies Act. 2002.

20.4 In the event of conflict between the bye-laws of member societies and IFFDC, the bye-laws of IFFDC shall prevail.

20.5 No act of the General Body, Board of Committee shall be deemed invalid by reasons of any defect in the election of the members thereof by reasons of any vacancy therein not having been filled in accordance with the bye-laws.

21. TRANSITORY BYE-LAWS

Not withstanding anything contained in these bye-laws:

The strength of the nominated Board shall not exceed 15including the Chairman and Vice-Chairman. The nominated Board shall include:

– Five representative of IFFCO, of whom three will be the IFFCO’s Functional Directors.

– Two representatives of Government of India;

– Three Directors to be nominated from amongst the representatives of member Societies of States;

– One representatives of National Cooperative Development Corporation;

– The Managing Director, IFFDC (to be nominated/selected by IFFCO).

– Interim vacancies in the nominated Board shall also be filled by IFFCO without affecting the compositions of the Board as provided in these Bye-laws.