National Cooperative Consumers’ Federation of India Ltd.,

Bye-Laws
of
National Cooperative Consumers’ Federation of India Ltd.,

SHORT TITLE AND DEFINITION

1. (a) The society shall be called, “The National Cooperative Consumers’ Federation of India Ltd.,” (hereinafter may be called ‘NCCF’) and in the Hindi version as Bharatiya Rashtriya Upbhogta Sahakari Sangh Maryadit.
(b) Its registered office shall be at Delhi and any change shall be notified within 14 days of such change to the Central Registrar, Cooperative Societies.

2. (a) The area of operation of the Federation shall extend to the whole of Indian Union.

(b) The expression “Act & Rules” whenever it occurs in these bye-laws shall mean the Multi State Cooperative Societies Act. 2002 and Rules 2002.

(c) “Central Registrar” means the Central Registrar of Cooperative Societies appointed under the Multi State Cooperative Societies Act and includes any officer empowered to exercise the powers of the Central Registrar, Cooperative Societies.

(d) “NCCF” means “National Cooperative Consumers’ Federation of India Limited” a National Cooperative Society.

(e) “Board” means the Board of Directors of the NCCF to which the directions and control of the Management of the affairs of the society is entrusted.

(f) “Executive Committee” and “Business Committee” means the Executive Committee and Business Committee constituted by Board of Directors in terms of these bye-laws.

(g) “Sub-Committee” means a Committee constituted by the Board of Directors to undertake specific task to further the objects of the NCCF.

Besides the Executive Committee, the number of other Committees or Sub-Committee shall not exceed three.

(h) “Consumer Articles” shall include all house hold articles of daily use.

(i) “Bye-laws” means the Bye-laws for the time being in force, which have been duly registered or deemed to have been registered under the Act and includes amendments thereto, which have been duly registered or deemed to have been registered under the Act.

(j) “Managing Director” means a person appointed by the Board of Directors as a Chief Executive of the NCCF in terms of these bye-laws and service Regulations for the employees of the NCCF, if any.

(k) “Cooperative Principles” means Cooperative principles specified in the Act. and Rules.

(l) “Cooperative Year” means the year commencing on the 1st day of April and ending on the 31st day of March.

(m) “Officer” means Chairman, Vice-Chairman, Managing Director, Secretary, Manager, Member of Board, Treasurer, Liquidator and Administrator, appointed under the Act and includes any other person empowered under the Act or Rules or the bye-laws to give directions in regard to business of NCCF.

(n) “General Body” means all the delegates of member Cooperative Societies and delegates of member Multi State Cooperative Societies and includes a body corporate under the Act and a representative of the Central Government.

(o) “National Cooperative Societies” means a Multi State Cooperative Society specified in the Second Schedule of the Act.

(p) “Chairman” of the NCCF shall be elected from amongst the elected Directors of the Board.

(q) “General Meeting” means a meeting of the General Body of the NCCF and includes Special General Meeting.

OBJECTS
3. The Object of the NCCF shall be to assist, aid and counsel its member institutions as per principles of cooperation and to facilitate their working including providing supply support to consumer cooperatives and other distributing agencies for distribution of consumer goods at reasonable and affordable rates and rendering technical guidance and assistance to them for improving their managerial and operational efficiency and generally to act as spokesman of consumers’ cooperative movement in India and also to assist organization and promotion of Consumer Cooperative Institutions in areas, where the State Consumer Federations or the existing Wholesale Stores (in place where there are no State Consumer Federations) are not doing so. In furtherance of these objectives, it may undertake one of or more of the following activates:

(i) Render technical guidance and assistance to its member institutions in particular, and consumer cooperative societies in general in grading, packaging, sanitation, bulk-buying, storing, pricing, account keeping, other business techniques and management methods to improve and increase their operation and managerial efficiency.

(ii) Create and promote the formation of cadres of employees for the NCCF and member institutions and arrange for their proper training in collaboration with the NCUI.

(iii) Hold seminars, conferences, meetings and to undertake publicity, propaganda and similar other activities as may help the development of consumers’ cooperative movement in the country.

(iv) Establish trade connections with manufacturers, their authorized distributors and suppliers/dealers including cooperative organizations and arrange for procurement and distribution of agricultural commodities like food grains, pulses, spices, oilseeds etc., manufactured and valued added items and other consumer goods in wholesale including its own retail outlets.

(v) Establish, run or sponsor processing of agricultural commodities like foodgrains, pulses, spices, tea, oilseeds etc. etc. and manufacturing units for the production of consumer goods, if necessary in collaboration with other agencies.

(vi) Import and export of agricultural commodities like food grains, pulses, spices oilseeds etc. etc., horticultural products, fresh vegetables & fruits, consumer goods and any other item permissible under Import & Export Policy as and when necessary.

(vii) Secure from the Government or other sources requisite facilities, assistance and financial aid, both for itself and for its member-institutions.

(viii) Acquire land, building, warehouses, vehicles, factories, workshops, machinery and equipment for its activities.

(ix) Coordinate the working of its member institutions with other national level cooperative institutions.

(x) Collect and disseminate necessary marketing intelligence for the benefit of its member institutions in particular and consumer cooperative societies in general and to undertake research work and study in connection with the consumers’ cooperative movement.

(xi) Do all such things and take such steps as are incidental or conducive to the attainment of any or all the objects, in collaboration with other cooperatives, public sector undertaking and other Agencies, if necessary, within and outside the country.

(xii) Establish testing laboratories for testing of consumer goods in general and making such services available for consumers’ cooperatives in particular.

(xiii) To act as agents of Central/State Govt. or undertaking/corporation or cooperative institutions or any business enterprises fro the purpose of sale, storage and distribution of consumer goods approved by the Board of Directors from time to time entrusted by Central/State Govts.

(xiv) To subscribe to the share capital of other cooperative institutions as well as other public sector enterprise as and when considered necessary for fulfilling the objectives of NCCF.

(xv) To enter into collaboration with International Agency(s) or Body(s) for undertaking international trade of aforesaid commodities/items and setting up of agricultural & consumer Industries.

(xvi) Arrange supplies of various items required by the Central/State Governments, Public Sector Undertakings, Cooperative organizations and others and to undertake job work entrusted by them.

(xvii) To act as C&F Agent of various organizations/companies.

(xviii) To organize Cooperative Education programme for Members, Directors and Employees and to provide funds for this purpose.

(xix) To arrange providing of products related services to the buyers and consumers.

(xx) To solicit/procure insurance business as a corporate agent and/or in association of any insurance company/joint-venture insurance company in the country.

FUNCTIONS OF FEDERAL COOPERATIVES
4. Subject to the provisions of MSCSA and any other law for the time being in force, NCCF being a federal Cooperative would discharge the functions to facilitate the voluntary formation and democratic functioning of Cooperative Societies, as federal Cooperative or Multi-State Cooperative based on self-help and mutual aid such as :-

(a) ensure compliance of the Cooperative principles;

(b) make model bye-laws and policies for consideration of its member cooperative;

(c) provide specialised training, education and data-base information;

(d) undertake research, evaluation and assist in preparation of perspective development plans for its member Cooperative;

(e) promote harmonious relations amongst member Cooperative;

(f) help member Cooperative, to settle disputes among themselves;

(g) undertake business services on behalf of its member Cooperative if specifically required by or under the resolution of the general body or of the board, or bye-laws of a member of Cooperative;

(h) provide management development services to a member cooperative;

(i) evolve code of conduct for observance by a member cooperative;

(j) evolve viability norms for a member cooperative;

(k) provide legal aid and advice to a member cooperative;

(l) assist member cooperative in organising self help;

(m) develop market information system, logo brand promotion, quality control and technology up-gradation.

MEMBERSHIP
5. The membership of the Federation shall be opened to the following:

(a) Apex Level Consumer Cooperative Federation in State.

Note

Apex Level Consumer Cooperative Federation means a federal society, the area of operation of which extends to the whole of state.

(a) State Level Cooperative Organisations which have distribution of consumer goods as one of their objectives, such as cooperative marketing-cum-consumer Federation in such State as do not have exclusive Apex Federation of Consumer Cooperatives, provided that, from any one State, only one State Level Cooperative Organisation, representing the consumer sector, as may be approved by the Registrar of Cooperative Societies of the concerned State, shall be eligible for membership under this clause.

(b) Consumer Cooperative Societies and other Cooperative Societies doing retail distribution of consumer goods except Confiscated Goods by whatever name they may be called provided they have sales turnover of Rs.50 lakhs or above in respect of consumer articles during the cooperative year preceding the date of application for membership.

Note

Consumer Cooperative Societies mean Wholesale/Central Consumer Cooperative Society/Store or Primary Consumer Cooperative Society/Store.

(c) Government of India.

(d) National Cooperative Development Corporation.

(e) National Cooperative Union of India, without any obligation to pay either admission fee or prescribed share money.

(f) NAFED or any other National Level Cooperative Organisation on reciprocal basis.

(g) NOMINAL MEMBERSHIP
Such other societies, institutions, public sector undertakings and Government agencies not covered in bye-law No.5(a) to 5(g) above, with whim the NCCF is likely to do business or store goods or arrange sale thereof provided the application for admission for such membership is received alongwith the admission fee of Rs.5,000/- and is duly accepted by the Board of Directors, may be admitted as a nominal member. The admission fee shall not be refundable in any case. Such members shall not be entitled to subscribe to the shares of the NCCF or have any interest in the management thereof including right to vote, elect as Director of the Board or participate in the General Body Meetings or in the sharing of its profits, purchase rebates or liabilities.

(h) No member of the NCCF shall be admitted within 30 days, prior to the date of holding the meeting of its general body.

6. The membership of the Federation shall consist of the state level apex societies of consumers cooperative stores and other qualified in accordance with bye-law No.5 who have jointed in the application for registration or who may thereafter be admitted in accordance with these bye-laws.

7. Every member on admission shall pay Rs.5,000/- as admission fee, which shall not be refundable in any case.

8. (a) Application for admission as members and for allotment of shares duly completed in all respect in the prescribed form shall be made to the Managing Director of the NCCF for the purpose.

(b) Every application for admission as member of the NCCF shall be disposed of by the Board of Directors as early as possible but in no case later than the expiration of period of four months from the date of receipt of application complete in all respects by the NCCF and the decision taken on the application shall be communicated to the applicant within 15 days from the date of such decision. In case of refusal to admit, NCCF shall communicate its decision together with the reasons thereof to the applicant which shall be dispatched to the applicant under registered post. Provided that if the application is not disposed of within the period aforesaid or the decision is not communicated within the period of 15 days of the expiry of the aforesaid period of four months, NCCF shall be deemed to have made a decision on the date of expiry of such period refusing admission to the applicant.

9. State level apex society qualified for membership with bye-law No.5(a) and (b) shall not acquire rights and privileges of membership until it has, paid the admission fee and share money calculated on the basis of Rs.2000/- per wholesale/central store/society for the time being affiliated to it subject to a minimum of Rs.5,00,000/- and in case of other member cooperatives except under 5(g) minimum of Rs.30,000/-. In case of NCDC, as may be determined by the Board of Directors.

10. (a) When an institution has been admitted to membership by the Board of Directors and it has paid its admission fee and share money, it shall be deemed to have acquired all rights and incurred all the obligations and liabilities of a member of the NCCF, as laid down in the Act & rules made thereunder and these bye-laws.

(b) Every member shall promote and protect the interest and objectives of NCCF.
(c) No member of NCCF shall exercise the rights of a member unless due payment of membership is made.

11. Any member institution may be a resolution of its appropriate body authorize either its Chairman/President or the Chief Executive or a member of the Board, if such member is so authorized by the Board and where there is no Board of such member institutions for whatever reasons, the Administrator by whatever name called to act its delegate, and who shall be entitled to exercise the same powers on behalf of the institution which he represents as that institution could exercise as a member of the NCCF.

CESSATION OF MEMBERSHIP
12. Membership of the Federation shall cease:
(a) On cancellation of registration of member institution or on its losing qualification for membership.

(b) If the member-institution resolves to disaffiliate itself provided that such resolution is communicated in writing to the Federation and is accepted by its Board of Directors.

(c) On ceasing to hold the minimum member of shares as per Bye-law No.9.

13. A member institution may be expelled if it persistently default in payment of its dues to the NCCF or fails to carry out its obligations to the NCCF and fails to comply with the provisions of the bye-laws or in the opinion of the Board of NCCF has brought disrepute to the NCCF or has done any other acts of detrimental to the interest of the NCCF provided a resolution to that effect is passed by a majority of not less than 2/3rd of the members present and voting at a General Meeting of members held for the purpose and member concerned has been given reasonable opportunity of making representation in the matter. No member of the NCCF, who has been expelled, shall be eligible for re-admission as a member for a period of one year from the date of such expulsion.

14. Where the membership of the Federation ceases in accordance with bye-law No. 12 or a member institution is expelled in accordance with the bye-law No.13 the member institution concerned will be entitled for payment of the sum representing the value of its share in the Federation, which shall be the amount arrived at by a valuation based on the financial position of the Federation, as shown in the audited balance sheet of the cooperative year preceding the cessation or expulsion of membership provided that the amount so arrived at shall not exceed the actual amount received by the Federation in respect of such share.

LIABILITY
15. The liability of the members for any deficit in the assets of the Federation shall be limited to the face value of their subscribed shares.

FUNDS
16. The funds of the Federation may be raised by one or more of the following modes:

(a) Issuing shares.

(b) Taking loans and advances from Government, Cooperative Financing Agencies, State Bank of India and other agencies including National Cooperative Development Corporation as approved by the Registrar.

(c) Donations, grants, subscriptions and contributions.

(d) Deposits from members and non-members.

(e) Advertisements and sale proceeds of Publications, Journals, Periodicals, Text books, Films, Exhibitions etc.

(f) Consultancy services.

(g) Realised profit.

(h) Admission fee.

Note:

The funds of the Federation when not employed in the business shall be invested or deposited in any of the Cooperative Bank, State Cooperative Banks, Cooperative Land Mortgage Bank, Cooperative land Development Bank or Central Cooperative Bank; or in any of the securities specified in Section 20 of the Indian Trusts Act. 1882; or in the shares or securities of any other Multi State Cooperative Society or any Cooperative Society; or in the shares, securities or assets of subsidiary institution or any other institution or with any Bank or in such other mode as may be prescribed.

SHARE CAPITAL
17. (i) The authorised share capital of the Federation shall be Rs.50 crores, consisting of 2,50,00 shares of the value of Rs.2,000/- each to be subscribed by members.

(ii) The value of the shares be paid in full on application.
(iii) No member other than Central/State Governments, National Cooperative Development Corporation, any other Corporation owned or controlled by the Government and any Government Company as defined in Section 617 of the Companies Act. 1956 or a Multi State Cooperative Society or a Corporate Society shall hold more than much portion of the total share capital of the society but in no case exceeding 1/5 of the total share capital of the NCCF.

(iv) Transfer and withdrawal of shares shall be governed by the provisions of the Multi-State Cooperative Societies Act and Rules made thereunder and the Bye-laws.

(v) Share shall not be withdrawn or transferred unless held for one year.

(vi) A member institution may transfer its share or shares after holding them for one year to other member with the approval of the Board of Directors. However, transfer of shares within 30 days prior to the date fixed for the General Body Meeting shall not be permitted.

(vii) The Federation may retire the shares held by the Govt. of India in the manner as agreed upon between them and the Federation.

(viii) The shares of the NCCF shall not be hypothecated to that society or any other Multi-State Cooperative Societies by the members as a security for a loan.

18. The Federation shall have the right to set off any money due on any account from the Federation to a member in payment of any sum which it owes to the Federation or for which it stands surety or is a guarantee broker.

GENERAL BODY
19. (a) The ultimate authority of the Federation shall vest in the General Body, of its members subject to the provisions of the Act & Rules and the bye-laws.

(b) The General Body of the Federation shall consist of one representative of each member admitted under bye-law No.5 except members admitted under bye-law 5(h). Where in any meeting of the General Body or the Board of the NCCF, a Cooperative Society or another Multi State Cooperative Society is to be represented, they shall be represented in such meeting only through the Chairman/President or the Chief Executive or a member of the Board if such member is so authorised by the Board of such Cooperative Societies or other Multi State Cooperative Societies as the case may be and where there is no Board of such Cooperative Societies or other Multi State Cooperative Societies for whatever reasons through the administrator by whatever name called of such Cooperative Societies or other Multi State Cooperative Societies.

(c) Every delegate present at the General Body Meeting shall one vote, which shall be exercised by him in person and no delegate shall be permitted to vote by proxy. The Chairman shall have a casting vote in the event of equality of votes in the meeting.

(d) The instrument appointing a delegate by the member institution on the General Body of the Federation shall be in writing and will be in force till the next General Meeting at which election shall be held. The certified copies of the resolution of the competent authority of member institution, nominating their delegate on the General Body shall be sent to the Managing Director of the NCCF along with the instrument of nomination.

(e) A special General Meeting may be called by the Chief Executive at any time on the direction of the Board or within one month after receipt of the requisition in writing from the Central Registrar or from the member stating the object of the meeting and time and date of the meeting duly signed by atleast 2/3rd of the total number of members. No business other than specified in the notice will be transacted. If a special meeting of NCCF is not called in accordance with the aforesaid, the Central Registrar or any person authorised by him in this behalf shall call such meeting and that meeting shall be deemed to be a meeting called by the Chief Executive and the Central Registrar may order that the expenditure incurred in calling such meeting shall be paid out of the funds of the NCCF or by such person or persons who in the opinion of the Central Registrar was or were responsible for the refusal or failure to convene the special meeting.

(f) The Board of Directors shall within such period as may be prescribed and not later than six months after the close of the corresponding year, call the Annual General Meeting in the manner prescribed for the purpose of :-

(i) Consideration of the audited statement of accounts.
(ii) Consideration of the audit report and annual report.

(iii) Consideration of audit compliance report.

(iv) Disposal of net profits.

(v) Review of operational deficit, if any.

(vi) Creation of specific reserves and other funds.

(vii) Approval of the annual budget.

(viii) Review of actual utilization of reserve and other funds.

(ix) Approval of the long-term perspective plan and the annual operational plan.

(x) Review of annual report and accounts of subsidiary institution, if any.

(xi) Expulsion of members.

(xii) List of employees, who are relatives of members of the Board or of the Chief Executive.

(xiii) Amendments of bye-laws, if any.

(xiv) Formulation of code of conduct for the members of the Board and Officers.

(xv) Election of members of the Board, if any.

(g) Where the Board of a Multi-State Cooperative Society fails to convene the Annual General Meeting within the period specified in Sub-Section (I), the Central Registrar or the person authorised by him in this behalf shall be competent to convene such Annual General Meting within a period of ninety days from the date of expiry of the period mentioned in that Sub-Section and the expenditure incurred on such meeting shall be borne by the society.

(h) At every Annual General Meeting of a Multi-State Cooperative Society, the Board shall lay before the society a statement showing the details of the loans or goods on credit, if any, given to any of the members of the Board or to the spouse or a son or daughter of a member of the Board during the preceding year or outstanding against him or against such spouse or son or daughter of the member of the board.

(i) The date, time and place of the meeting shall be announced atleast 21 clear days in advance and in that of special General Meeting atleast 15 days in advance by a notice in writing. The notice of the Annual General Meeting shall be accompanied by a copy each of audited balance-sheet, profit and loss account together with the Audit Certificate thereon relating to the preceding year and the report of the Board of Directors and budget estimate for the ensuing year. Not more than 15 months shall ordinarily elapse between the date of one Annual General Meeting and that of the next.

(j) The presence of atleast 1/5th of the total number of members subsisting as such on the date of notice of the meeting shall be necessary for the disposal of any business at a General Body Meeting. No proxy shall be allowed.

No delegate shall be allowed to vote if the member institution, he represents is in arrears of share money for which atleast 30 clear days notice has been given.

(k) The Chairman or in his absence the Vice-Chairman on in their absence one of the other delegates elected for the purpose shall preside.

(l) If within half an hour from the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned. Provided that a meeting which has been called on requisition of the members shall not be adjourned but dissolved. Where a meeting is adjourned, the adjourned meeting shall be held either on the same day or on such date, time and place as may be decided by the Chairman or the member presiding over the meeting.

(m) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

DUTIES AND POWERS OF GENERAL BODY
20. The duties and powers of the General Body shall be:
(i) To elect, suspend or remove the members of the Board of Directors except those nominated by the Government or by the National Cooperative Union of India or the National Cooperative Development Corporation on grounds given in the bye-laws.

(ii) To consider the annual report of the Federation, its audited balance sheet, profit and loss account, inspection notes of the Registrar or any other person authorised by him in this behalf.

(iii) To dispose of profits in accordance with the Acts, Rules and these bye-laws.

(iv) To approve the budget and the programme of work for the next year.

(v) To lay down for the guidance of the Board of Directors general policy for the conduct of business of the Federation.

(vi) To fix subject to the approval of the Registrar, the maximum borrowing limit of the Federation.

(vii) To amend the bye-laws.

(viii) To consider procedural matters relating to election of members of the Board of Directors.

(ix) To consider any other matter with the permission of the Chairman of the meeting.

21. Minutes of the proceeding of the General Meeting shall be entered in a minutes book kept for the purpose and shall be signed by the Chairman of the meeting and Managing Director. The minutes so signed shall be an evidence of the correct proceeding of that meeting.

22. The amendments of the bye-laws shall be deemed to have been duly passed if a resolution in that behalf is passed at a meeting of its general body held for that purpose by not less that 2/3rd of the members present there at and voting provided 15 clear days notice of the proposed amendments has been given to the members. Such amendments shall be forwarded to the Central Registrar for registration within a period of 60 days from the date of the meeting at which the resolution was passed.

23. All other questions before the General Meeting shall be decided by the majority of votes.

BOARD OF DIRECTORS
24. The Board of Directors shall consist of not exceeding 17 members excluding two (2) co-opted Directors as specified hereunder :-

(a) 5 Directors to be elected from the members admitted under bye-laws No.5(a) and 5(b) provided that the said State Federation has transacted business worth of atleast 15% of its turnover of the items being dealt by the NCCF, excluding the business of confiscated goods, other items allotted to the State Federation by their respective State Govt. under Public Distribution System or under any special obligation during the preceding year before the election.

(b) 3 nominees of the Government of India.
(c) One nominee each of :
(i) National Cooperative Union of India.
(ii) National Cooperative Development Corporation.
(iii) National Agricultural Cooperative Marketing Federation of India Limited on reciprocal basis.

(a) (i) Members admitted under Bye-laws No. 5(c) shall form one constituency and elect five Directors from amongst themselves subject to the condition that atleast one Director is elected from each Zone and have transacted business with NCCF during the preceding year before the e election.

(b) The Managing Director.

ELECTION OF CHAIRMAN & VICE-CHAIRMAN
(a) The Directors shall elect the Chairman and a Vice-Chairman as per Act & Rules and these bye-laws. No member of the Board shall be eligible to be elected as Chairman or Vice-Chairman if such member is a Minister in the Central Government or State Govt.

No member of the Board shall be eligible to be elected as Chairman after he has held the office as such during two consecutive terms, whether full or part as per provision of section 44 of MSCS Act. 2002. The term of the Chairman and Vice-Chairman shall be co-terminus with the term of the Board of Directors. In case of any casual vacancy, the Board will fill up the vacancy through election or nomination/cooption as the case may be for the un-expired term of the Board, provided that the Chairman and/or Vice-Chairman may be removed from their offices by a 2/3rd majority of the members of the Board.

(b) (i) Any vacancy occurring from amongst the Directors where no election is involved or nominee of the Central Govt. shall be filled by fresh nomination from the concerned organisation.

(ii) Any vacancy among the elected Directors under clause 24(d) (i) of this bye-law shall be filled by fresh election from the same be filled by fresh election from the same group of members.

TERM OF THE BOARD OF DIRECTORS
25. The term of the Board of Directors shall be five years or as provided in the act from time to time from the date of elections and they shall be eligible for re-election subject to the provision of the Multi-State Cooperative Societies Act. and Rules. All members of the Board of Directors including those elected/nominated in casual vacancies whether representing member institutions or who are members of the Board in other capacities shall vacate the respective offices on the same day on which their successors are selected/nominated irrespective of the date on which were selected as member of the Board.

DISQUALIFICATION OF MEMBER OF BOARD
26. A member of the Board of Directors shall cease to hold office if he:
(a) Becomes subject to any disqualifications which would have prevented him from seeking election, had he incurred that disqualification before election in his institution.

(b) Is a member of the Committee of the member-institution which elected him as a delegate has been superseded.

(c) Is a delegate of the member-institution, the affairs of which are ordered to be wound-up.

(d) Hold, any office of profit under NCCF except Chief Executive or such full time employee of the NCCF as may be notified by the Central Government from time to time or a person elected by the employees of NCCF to represent them on the Board of NCCF shall be eligible for being chosen as or for being, a member of the Board.

(e) Has directly or indirectly any interest in any contract to which the NCCF is a party except in transactions made with the NCCF, as a member in accordance with the objectives of the NCCF as stated in the bye-laws.

(f) Fails without giving satisfactory reasons to the Board of Directors to attend three consecutive Board Meetings.

(g) Ceases to be the nominee of the Government or Institution nominating them as per bye-law No.24.

(h) Has been convicted for an offence in involving moral turpitude.

(i) Has been adjudged by a competent court to be insolvent or of unsound mind.

(j) Is a person against whom any amount due under a decree decision or order is pending recovery.

(k) An elected member of a Board who has acted adversely to the interest of the NCCF on the basis of a report from the Central Registrar or otherwise be removed from the Board upon a resolution of the General Body passed at its meeting by a majority of not less than 2/3rd of the members present and voting at the meeting provided that the member concerned shall not be removed unless has been given a reasonable opportunity of making representation in the matter.

(l) Has been a member of the society for less than twelve months immediately preceding the date of such election or appointment.

(m) Has taken loan or goods on credit from the Society of which he is a member, or is otherwise indebted to such society and after the receipt of a notice of default issued to him by such Society, has defaulted.

(i) in repayment of such loan or debt or in payment of the price of the goods taken on credit, as the case may be, within the date fixed for such repayment or payment or where such date is extended, which is no case shall exceed six months, with the date so extended, or

(ii) when such loan or debt or the price of goods on credit is to be paid in instalments, in payment of any instalment, and the amount in default or any part thereof has remained unpaid on the expiry of six months from the date of such default.

Provided that a member of the Board who has ceased to hold office as such under this Clause shall not be eligible, for a period of one year, from the date on which he ceased to hold office, for re-election as a member of the Board of the Multi-State Cooperative Society of which he was a member or for the election to the Board of any other Multi-State Cooperative Society.

(n) Is retained or employed as a legal practitioner on behalf of or against the Multi-State Cooperative society, or on behalf of or against any other Multi-State Cooperative Society which is a member of the former society.

(o) Has been convicted for any offence under this Act.

(p) Absents himself from three consecutive General Body Meetings and such absence has not been condoned by the members in the General Body.

(q) A person shall not be eligible for being elected as member of Board of a Multi-State Cooperative Society for a period of five years if the Board of such Multi-State Cooperative Society fails :-

(i) to conduct elections of the Board under the Act.
(ii) to call the Annual General Meeting under the Act.
(iii) to prepare the financial statement and present the same in the Annual General Meeting.

(iv) to prepare the financial statement and present the same in the Annual General Meeting.

POWERS OF THE BOARD
27. The Board shall exercise all the powers of the Federation except those reserved for the General Body and in particular, shall have the following powers and duties :-

(i) To observe in all their transactions the Act. Rules and these Bye-laws.

(ii) To admit members and allot shares.

(iii) To authorise convening of meetings of the General Body.

(iv) To place before the General Body the Annual Report and Audit Report.

(v) To decide on shares contribution in other cooperatives and other enterprises.

(vi) To recommend to the General Body the distribution of profits.

(vii) To prepare and lay before the General Body the programme of work for the ensuing years.

(viii) To consider the inspection notes of the Central Registrar or of any other person authorised on his behalf and take necessary action.

(ix) To decide matters relating to withdrawals, transfer, refund and forfeitures of shares.

(x) To frame rules for election of Directors.

(xi) To accept or reject the resignation from the members of the Board of Directors.

(xii) To appoint, suspend, punish and dismiss the Managing Director provided that suspension, punishment, dismissal and reversion of Managing Director appointed on deputation from Government or other institutions would be governed by the terms and conditions of deputation. The appointment of Managing Director will be made by the Board of Directors in terms of these bye-laws and Service Regulations for the employees of the NCCF, if any.

(xiii) To authorise person or persons to sign on behalf of the Federation, bills, notes, receipts, endorsements, cheques, contracts and documents.

(xiv) To appoint agent or agents for the business.

(xv) Through any member or officer or employee of the Federation or any person specially authorised to institute, conduct, defend, compromise, refer to arbitration or abandon legal proceedings by or against the Federation or the Board or officers or employees concerning the affairs of the Federation.

(xvi) To make provisions for regulating the appointment of employees and the scales of pay, allowances and other conditions of service, of, including disciplinary action against such employees.

(xvii) To sanction posts for the administration of the Federation.

(xviii) To delegate all or any of the powers, authority and discretion vested in the Board of Directors to the Managing Director or other employees or Executive Committee or Business Committee or other Committee subject to the ultimate control being retained by the Board.

(xix) To arrange for safe custody of books and records and the property of the Federation and to maintain them in a good state and where necessary to arrange for their insurance.

(xx) To determine terms and conditions of collaboration with cooperatives and others in India and abroad.

(xxi) To settle the terms and conditions regarding retirement of share capital contribution by the Government of India.

(xxii) To appoint from amongst its own members the Executive Committee and other Sub-Committees for specified purposes to conduct the business efficiently. The Committee shall in the discharge of the functions entrusted to them conform in all respect to these bye-laws and to the instruction given by the Board. The deliberations and decisions of the Committees shall be subject to review by the Board.

(xxiii) To construct, purchase or otherwise acquire godowns, trucks, machinery or other property considered necessary for carrying out the business of the NCCF and enter into contract for the purpose and disposal of any property.

(xxiv) Sanctioning of contract of any value.

(xxv) To appoint trustee or trustees, attorney or attorneys for the business of the NCCF.

(xxvi) Laying down criteria for determining the default by members.

(xxvii) To interpret the organizational objectives and set up specified goals to be achieved towards these objectives.

(xxviii) To make periodical appraisals of operations.

(xxix) To raise funds.

(xxx) To take such other measures or to do such other acts as may be prescribed or required under the Multi-State Cooperative Societies Act.

(xxxi) To decide the terms on which the NCCF may deal with the organizations and other cooperative Societies or may associate with other cooperative societies.

In the conduct of the affairs of the Federation, the Board of Directors shall exercise the prudence and diligence of ordinary man of business and shall be responsible for any loss sustained through acts contrary to the Act. the Rules and these bye-laws.

MEETING OF THE BOARD OF DIRECTORS
28.(a) The Board shall meet atleast once in every quarter provided that the total number of the meetings of the Board shall not ordinarily exceed six in a year. For convening a meeting of the Board of Directors ordinarily 15 days notice shall be given in writing to each Director specifying the place, date and hours of the meeting with a statement of business to be transacted.

(b) One third of the Directors of the Board (excluding coopted members) shall form a quorum.

(c) The Chairman or in his absence the Vice-Chairman shall preside over all meetings of the Board. In their absence, members present in the meeting shall elect a Chairperson for the meeting.

(d) All questions before the Board shall be decided by majority of votes and in case the votes are equal, the Chairman shall have a second or casting votes.

(e) The Chairman shall exercise such power and perform such duties as are conferred on him by the Act. Rules and these bye-laws and may from time to time be conferred on him or required by the General Body.

(f) The minutes of the proceedings of the Board of Directors shall be entered in a minute book kept for the purpose and shall be signed by the Chairman of the meeting and Managing Director of NCCF. The minutes so signed shall be an evidence of the correct proceedings of that meeting. The minutes of each meeting shall contain the names of members present and names of members if any dissenting from or non-concurring in any resolution.

(g) The Managing Director shall convene the meeting of the Board at the instance of the Chairman or in his absence, the Vice-Chairman acting on behalf of the Chairman.

EXECUTIVE COMMITTEE
29. The Board of Directors shall constitute an Executive Committee comprising the following members:

(i) Chairman
(ii) One Director from every Zone i.e. (a) East,(b) West, (c) South, (d) North, (e) Central inclusive of Vice-Chairman if any from that Zone.
(iii) One of the Government nominee on the Board of Directors.
(iv) Managing Director.

POWERS AND FUNCTIONS
30. The Executive Committee shall have the following powers and functions:

(i) To maintain true and accurate accounts of all money received, expanded and all stocks bought or sold and keep register of members correct upto date.

(ii) To keep true account of assets and liabilities of the Federation.

(iii) To arrange for internal checking of the accounts atleast once in a quarter.

(iv) To examine the accounts, sanction contingent expenditure and supervise the maintenance of the prescribed register.

(v) To fix the limit of cash balance to be kept by various officers and branches and for incurring contingent expenditure by them.

(vi) To arrange for the recovery of share money and annual subscription, if any.

(vii) To decide the terms or the periods on which loans and advances are to be received, and to arrange for the payment of such loans and advances.

(viii) To decide the terms period for and the rate of interest at which deposits are to be received and to arrange for payment of such deposits.

(ix) To acquire shares in cooperatives or other Institutions as may be decided by the Board of Directors.

(x) To take on hire buildings, godows, trucks, machinery or other property considered necessary for carrying out the business of the Federation and enter contract for the purpose.

(xi) To undertake propaganda by advertising and education campaigns and arrange training of employees of the Federation and member- institutions.

(xii) To arrange for supervision of member-institutions.

(xiii) To transact all other business incidental to and necessary for the management of the Federation.

(xiv) To exercise any other power delegated by the Board of Directors from time to time.

(xv) To delegate its power to such officers of the Federation, as it may deem fit.

31. (i) The Executive Committee may meet as often as necessary but atleast once in a quarter and preferably one day preceding the meeting of the Board of Directors. All business discussed or decided at the meeting of the committee shall be recorded in a proceeding book in the meeting itself which shall be signed by the Chairman and Managing Director.

(ii) 1/3rd members subject to a minimum of four members shall form a quorum in the meeting of the Executive Committee. The meeting of the Executive Committee shall be presided over by the Chairman, and in his absence the Vice-Chairman and in their absence, one of the members present in the meeting who will preside over the meeting.

(iii) Generally 10 days notice in writing will be required for calling a meeting of the Executive Committee.

BUSINESS COMMITTEE
32. (a) The Board of Directors shall constitute from amongst themselves a Business Committee comprising as under :-

(i) Chairman.
(ii) One Director from each Zone i.e. (a) East,(b) West, (c) South, (d) North, (e) Central inclusive of Vice-Chairman if any from that Zone.
(iii) One of the Government nominee on the Board of Directors.
(iv) Managing Director.

POWERS
(b) (i) The Business Committee shall lay down the general policy about the overall business of the NCCF and shall prescribe such terms and limits as it may deem fit from time to time. It shall also review the progress made in business once in every quarter.

(ii) To plan for procurement of Commodities, storage and distribution thereof and shall also arrange for processing, manufacturing of consumer goods as and when thought desirable and necessary. The manufacturing and processing activities shall, however, be undertaken with the approval of the Board.

(iii) Any other power delegated by the Board of Directors.

(c) The Business Committee may meet as often as necessary but atleast once in two months. All business discussed or decided at the meeting of the committee shall be recorded in a proceeding book in the meeting itself which shall be signed by the Chairman and Managing Director.

(d) 10 days notice in writing is required for calling a meeting of the Business Committee.

(e) 1/3rd members subject to a minimum of four members shall form a quorum in the meting of the Business Committee. The meeting shall be prescribed over by the Chairman and in his absence by the Vice-Chairman and in their absence one of the members shall be elected as Chairman from amongst the members present in the meeting who will preside over the meeting.

POWERS OF THE CHAIRMAN
33. (a) The Chairman shall exercise powers of general supervision over the affairs of the Federation.

(b) In exceptional circumstances or where prompt decision have to be taken, the Chairman may call upon any member of the Board of Directors or any of the officers of the Federation to represent the Federation at any meeting/conference/convention or before any authority. The decision taken shall be placed before the next meeting of the Board of Directors.

(c) The Chairman shall be the spokesman of the Federation.

(d) The Chairman shall be competent to take decisions as or of urgent nature effecting policies of the NCCF on behalf of Board of Directors, Executive Committee, Business Committee and any other Committee, which may be deemed urgent on the advice of the Managing Director. Any action taken or passed by the Chairman shall be placed before the next meeting of the Board or the Committee concerned for ratification.

(e) The Chairman and Vice-Chairman elected by the Board of Directors shall act as the Chairman and Vice-Chairman of the General Body also.
(f) In the event of equality of votes on a resolution, the Chairman shall have an additional casting vote in the meeting.

(g) The Chairman shall exercise the power delegated to him by the Board and other Committee from time to time.

MANAGING DIRECTOR
34. (a) The Board of Directors shall appoint a Managing Director, who shall be a full time employee of the Federation on such terms and conditions and for such period as it may decide.

(b) (i) The Managing Director shall act as the Chief Executive Officer of NCCF and shall conduct the business of the Federation and shall exercise control over the administration of NCCF, subject to the overall control of the Chairman.

(ii) He shall advise the Board of Directors, Executive Committee and other Committees in framing the policies and programmes of the Federation and implement these after approval.

(iii) The Managing Director shall be a member of the Board and of the Executive Committee and other Committees or Sub- Committees as constituted under these bye-laws.

POWERS AND DUTIES OF THE MANAGING DIRECTOR
35. The following shall be the duties of the Managing Director:
(i) To summon the meeting of the General Body, Board of Directors, Executive Committee, Business Committee and other Committees, with the approval of the Chairman and under the instructions of the Chairman or in his absence, the Vice-Chairman authorised to carry out the functions of the Chairman by common consent or resolution of the Board of Directors for the purpose and participate in them but shall have no right to vote.

(ii) To be responsible for the general conduct, supervision and management of the day-to-day business and affairs of NCCF.

(iii) To ensure proper maintenance of accounts of the Federation and to submit monthly management report to the Board of Directors.

(iv) To receive all moneys and securities on behalf of NCCF and to arrange for the safe custody of cash, records, properties and other securities of NCCF.

(v) To assist in the inspection of the books and records by various authorities empowered to do so under Act. Rules and Bye-laws.

(vi) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Federation or otherwise concerning the affairs of the Federation and also to compound and allow time for payment or satisfaction of any claims or demands, by or against the Federation.

(vii) To certify copies of entries in the books under the Act.

(viii) To control expenditure within the approved budget estimates.

(ix) To keep in safe custody all the registers and other papers in the use of NCCF and other property of NCCF.

(x) To arrange for the safe custody of all money received by NCCF and all other properties of NCCF and for proper maintenance of accounts thereof and for investment of funds of NCCF subject to the provisions of the Act, Rules and directions of the Board of Directors/Executive Committee.

(xi) To sign all deposit receipts and operate on the accounts of NCCF with the banks.

(xii) To sign receipts for money received by NCCF and to operate on the accounts of NCCF in the banks.

(xiii) To be the officer of NCCF to sue or to be sued on behalf of the NCCF and sign and execute bonds, agreements and other documents for and on behalf of NCCF.

(xiv) To determine the powers, duties and responsibilities of the employees of NCCF for ensuring proper conduct of the day-to-day business of NCCF.

(xv) To supervise the working and administration of the Consultancy & Promotional Cell and any other units that might be set up by NCCF.

(xvi) To delegate any or the above powers to any officer/officers of NCCF.

36. The Managing Director shall exercise control and supervision of the administration of the Federation and to conduct the affairs of the Federation in conformity with the Act and Rules and these Bye-laws and the decision of the General Body, Board of Directors, Executive Committee, Business Committee and other Committees. He shall have in addition the following powers:

(i) Subject to these bye-laws and such other rules framed time to time and decisions of the Board of Directors and the Executive Committee, appointment, suspension and punishment of employees of the Federation and to grant them leave, normal increments and other perquisites.

(ii) To create temporary posts of casual nature for a period not exceeding three months to meet any emergent situation in respect of such categories of staff as may be decided by the Executive Committee.

(iii) To initiate and carry on the business of the Federation and to take such steps as may be necessary for carrying on the day-to-day business of the Federation.

(iv) Subject to such general or specific orders as the Board of Directors and/or the Executive Committee may issue from time to time, to enter into negotiations and contracts and rescind and very such contracts and execute and do all such Acts, deeds, and things in the name of and on behalf of NCCF in relation to any of the matters aforesaid or otherwise for the purpose of NCCF.

(v) To incur contingent expenditure upto the extent of power delegated to him by the Executive Committee.

(vi) To delegate all or any of the powers, authorities and discretion vested in him to an employee or employees of the Federation to the ultimate control and authority being retained by him.

REGISTERS AND BOOKS OF ACCOUNTS

37. (i) The Managing Director shall cause proper books of accounts, registers and other documents to be maintained as may be prescribed by the Multi-State Cooperative Societies Act and Rules or by the Multi-State Cooperative Societies Act and Rules or by the Central Registrar.

(ii) Copies of the Bye-laws and the Balance Sheet shall be supplied free on demand to any member. The last balance sheet shall be opened to public inspection during office hours on all working days.

38. (a) The Board of Directors shall arrange for proper internal audit and supervision either through its own employees or through the firm of Chartered Accountants to be appointed by it.

(b) The General Body of the NCCF in its Annual Meeting shall appoint Auditor or Auditors to conduct statutory audit of the accounts of the next year. Such Auditor or Auditors could be appointed from the panel of Auditors approved by the Central Registrar or from the panel of Auditors prepared by the NCCF.

(c) The Board of Directors shall fix remuneration of the Auditors depending upon the Business transacted by the NCCF.

(d) No person shall be qualified for appointment as an Auditor or Auditors unless he is a Chartered Accountant within the meaning of Chartered Accountants Act, 1949.

(e) Dis-qualifications of Auditors, powers and duties shall be as provided under the Act. & Rules. depending upon the business by the NCCF.

DISTRIBUTION OF PROFITS

39. (a) Transfer an amount not less than 25% to the Reserve Fund.

(b) Credit 1% to Cooperative Education Fund maintained by National Cooperative Union of India, New Delhi in the manner as decided by the Board of Directors.

(c) Transfer an amount not less than 10% to the Reserve Fund for meeting unforeseen losses.

(d) The balance of net profit may be utilised for all or any of the following purposes namely:

(i) Payment of dividend to the members on their paid up share capital.

(ii) Constitution of or contribution to such special funds including Education Fund as may be decided by the Board.

(iii) Donation of amounts not exceeding 5% of the net profits for any purpose connected with the development of cooperative movement or charitable purpose as defined in Section 2 of the Charitable Endowments Act, 1890.

(iv) Payment of ex-gratia amount to employees as decided by the Board of Directors.

(e) Rebate on purchase/deferred discount to member institutions shall be paid as a charge against profits and in accordance with the rules framed from time to time by the Board of Directors.

(f) Allocation and distribution of profits shall be made only after the annual audit and no dividend shall be paid otherwise than out of realised net profits and certified as such by the Auditor.

40. It shall be competent for the Federation to incur expenditure on such measures as are conducive to the imparting of knowledge of cooperative principles and practices.
RESERVE FUNDS
41. Reserve Fund is indivisible and no member is entitled to claim any share in it.

DISSOLUTION
42. The Federation may be wound up in accordance with the provisions of the Act and the Rules.

MISCELLANEOUS
43. All matters not specifically provided for in these bye-laws shall be decided according to the provisions of the Act, and the Rules and if there is no provision in the Act and the Rules as applicable to such matter, then the subject may be decided in as may be directed by the Central Registrar. Should any doubt arise as to the interpretation of the Act and the Rules and the Bye-laws, the Board of Directors shall refer the matter to the Central Registrar, whose advice shall be binding.

44. No act of the General Body, Board of Directors, Executive Committee, Business Committee or any other Committee or Sub-committees shall be deemed invalid by reasons of any defect in the election of the members thereof or by reason of any vacancy therein not having been filled in accordance with these bye-laws.

45. Should there be a conflict between the bye-laws of the Federation and those of member-institutions the provision of these bye-laws shall always prevail.

46. Notwithstanding anything contained to the contrary in any law relating to Cooperative Societies in force in a State, the NCCF may open branches at places of business in any place in the country.