Bye-Laws of NAFCUB

Bye-Laws
of
NAFCUB

1. Name
The name of the Society shall be National Federation of Urban Cooperative Banks and Credit Societies Ltd., (NAFCUB).

2. Area of Operation
The area of operation of the Federation shall extend to the whole of the Republic of India.

3. Registered Office
The registered office of the Federation shall be at B –14, III Floor, ‘B’ Wing, ‘A’ Block Shopping Complex, Naraina Vihar, Mahatama Gandhi Marg (Ring Road), New Delhi –110028. Any change of Address shall be notified within 15 days of such change to the Central Registrar.

4. Objects
The objects of the Federation shall be as under:
(a) To provide a forum for discussions and follow up of issues relating to urban co-operatives banks and co-operative thrift and credit societies.

(b) To promote and protect interest of member institutions and take up their problems individually and collectively at appropriate forums as well as with the concerned authorities/regulators.

(c) To interact and liaise with Ministries of Union Government, State Governments, Reserve Bank of India, NABARD, Commercial Banks, financial sector institutions, representatives of various bodies of financial, industrial and trading sectors both at national and at international levels.

(d) To promote urban co-operative credit movement in India and to undertake studies/research projects related to the movement.

(e) To organize by itself and/or in collaboration with other bodies, conferences, conventions, workshops, seminars and discussions on banking and financial services, co-operation, management & allied subjects.

(f) To arrange publication of periodicals, news bulletins and journals, to interact with media on behalf of the sector and to exchange information of common interest of member banks and to cooperate with NCUI, NCCT, ICA, ICBA, CAB, NIBM, NIBSCOM, BIRD, IIB, IBA or any other such national or international organisation in the field of education, training and publicity.

(g) To develop and administer by itself or along with other institutions, schemes for mutual benefit of urban co-operative credit institutions, and to take such action or enter into such agreements as may be necessary for furtherance of the objectives.

(h) To develop expertise in the areas of banking, management, technology, and offer consultancy services to the member institutions.

(i) To take membership of other national and international institutions.

(j) To undertake all activities and discharge all functions of a Federal Co-operative as envisaged in section 24 of the Multi-State Co-operative Societies Act, 2002.


5. Definition
The word/words, expressions appearing in these bye-laws shall have the following meaning unless otherwise stated.

(a) ‘Federation’ means the National Federation of Urban Co-operative Banks & Credit Societies Ltd., (hereinafter called NAFCUB).

(b) ‘urban co-operative bank’ will have the same meaning as ‘Primary Co-operative Bank’ defined in section 56 (AACS) of Banking Regulation Act, 1949.

(c) ‘member society’ means either an Urban Co-operative Bank of Urban Credit Thrift Society or any other institution, which is admitted as member under bye-law 6, which is a member of the Federation.

(d) ‘apex bank of urban co-operative banks’ means an Apex Bank of Urban Co-operative Banks having its area of operation of one whole state or more than one State Registered under State Co-operative Societies Act or Multi-State Co-operative Societies Act, 1984 or Multi-State Co-operative Societies Act, 2002.

(e) ‘federal co-operative’ will have meaning as per section 3(k) of the Multi-State Co-operative Societies Act, 2002.

(f) ‘multi-state co-operative society’ will have meaning as per section 3(p) of the Multi-State Co-operative Societies Act, 2002.

(g) ‘national co-operative society’ will have meaning as per section 3(r) of the Multi- State Co-operative Societies Act, 2002.

(h) ‘area of operation’ means the area from which institutions are admitted as members of NAFCUB’

(i) “board” means the board of directors of NAFCUB, to which the direction and control of the management of the affairs is entrusted’

(j) “bye-laws” means the bye-laws for the time being in force which have been duly registered or deemed to have been registered under this Act and includes amendments thereto which have been duly registered or deemed to have been registered under the Act;

(k) “Central Registrar” means the Central Registrar of Co-operative Societies appointed under sub-section (1) of section 4 and includes any officer empowered to exercise the powers of the Central Registrar under sub-section (2) of that section;

(l) “Chief Executive” means a Chief Executive of NAFCUB, appointed under section 51 of the Act;

(m) “co-operative bank” means a multi-State co-operative society which undertakes banking business;

(n) “co-operative principles” means the co-operative principles specified in the First Schedule;

(o) “co-operative society” means a society registered or deemed to be registered under any law relating to co-operative societies for the time being in force in any State;

(p) “co-operative year”, in relation to any multi-State co-operative society or class of such societies, means the year ending on the 31st day of March of the year and where the accounts of such society or class of such societies are, with the previous sanction of the Central Registrar, balanced on any other day, the year ending on such day;

(q) “general body” means a body consisting of all members of NAFCUB constituted under section 38(1) of the Act;

(r) “general meeting” means a meeting of the general body of NAFCUB and includes special general meeting;

(s) “notification” means a meeting of the general body of NAFCUB and includes special general meeting;

(t) “prescribed” means prescribed by rules;

(u) “Reserve Bank” means the Reserve Bank of India constituted under the Reserve Bank of India Act, 1934,

(v) “rules” means the rules made under the Act.

6. Membership
Membership of the Federation shall be open to:
a) Urban Co-operative of the Federation shall be open to;
b) The State Federations/Associations of Urban Banks and/or Credit Societies;
c) National Co-operative Union of India.
d) Any other organization useful for the furtherance of the objects of the Federation, with the approval of the Central Registrar of Co-operative Societies.

No individual shall be eligible for membership of the Federation, in terms of section 25(2) of the Multi State Co-operative Societies Act, 2002, as the Federation is a national co-operative society.

6.A Procedure for obtaining membership of Federation.
The application for membership shall be submitted in prescribed form and accompanied by following documents:

(a) an attested copy of the bye-laws of the society;
(b) an attested copy of the Resolution passed by the competent body of the society, deciding to obtain membership of the Federation;

(c) a copy of latest annual report/audit report of the society;
(d) an attested copy of registration of the society;
(e) a bank draft towards admission fee as prescribed;
(f) a bank draft towards annual subscription as prescribed.

6.B Admission Fee
All institutions desirous of obtaining the membership of the Federation shall pay an admission fee of Rs.800/- at the time of enrolment which shall form an income of the Federation.

6.C Annual Subscription
Members shall pay annual subscription as prescribed by the Board of Directors of the NAFCUB from time to time.

The annual subscription from members shall fall due at the commencement of each accounting year i.e., on the 1st day of April every year and shall be payable on or before 1st July of the year.

6.D. Cessation of Membership
The membership of a Society shall cease:
(a) on cancellation of its registration by the Registrar of Co-operative Societies or winding up of the Society.

(b) on a member society deciding to withdraw from the membership of the Federation provided that such a decision is taken by a competent body of the society and is duly communicated to the Federation. The withdrawal in such cases shall take effect after three months from the date of receipt of such a resolution by the Federation subject to the payment of arrears, if any;

(c) on expulsion of the members and on incurring disqualifications as provided in the Act and the rules.

6.E. Termination of Membership
For reasons to be recorded in writing, the membership in the Federation may be terminated by a resolution of the general body passed by two-third majority present and voting, if:

(i) Activities of the member society are in conflict or competitive with the activities of NAFCUB, or

(ii) Member society fails to represent in three consecutive meetings of the General Body and such absence has not been condoned by the majority of the members present and voting.

(iii) Member society is in default of any payments to NAFCUB and such payments have been due and payable for a period of more than two years.

Provided that concerned member society shall be given an opportunity of making a representation in the matter before removal from membership.

6.F. Rights of a Member
Every member of the Federation, if otherwise eligible shall have the followings rights as per bye-laws of the Federation:

(a) right to vote;
(b) right to receive notice and attend general body meetings;
(c) right to attend and take active part in proceedings of the committees of which he/she may be a member; and

(d) right to take part in elections and contest for any past as per provisions of the Act, Rules and bye-laws of the Federation.

7. Liquidation and Liability
(a) The liability of the members shall be limited to the amount of subscription payable by them on the date of liquidation.

(b) If there is any surplus the same shall either be distributed amongst the members of the Federation in proportion of the annual subscription/contribution payable by members at the time of liquidation or be transferred to a new body of the members as may be mutually agreed upon at the time of liquidation.

8. Funds.
The funds of the Federation shall consists of the following:
(a) Admission Fee.
(b) Annual Subscription from Member Societies.
(c) Donations/Contributions/Grants received from member societies, Government and others.

(d) Loans and advances taken in furtherance of the objectives of the Federation.
(e) Income from publications, consultations, workshops, training programmes, conferences, seminars and economic activities allied to the objects of the Federation.

9. General Body
The General Body of the Federation will be the supreme authority being vested with all the powers.

The General Body of the Federation shall consist of one delegate from each member society.

Every delegate shall have one vote, provided that in the case of equality of votes the Chairman/Presiding Officer shall have an additional casting vote.

The delegate of a member society which has not been a member of the Federation for at least 30 days before the date of the general body may attend the general body meeting but shall not be eligible either to exercise the right to vote, participate in the election or to hold office.

Delegates from defaulting member society shall not be entitled to exercise the right to vote or to seek election to any office. The delegate of defaulting society, if holding any office of the Federation, shall forfeit his/her right to hold such office with effect from the date on which the society becomes defaulter under these bye-laws, provided notice is given to the defaulting member society and it fails to pay its dues within 30 days after the receipt of the notice.

10. Board of Directors
The affairs of the Federation shall be managed by a Board consisting of directors constituted as follows:

a) One director representing National Co-operative Union of India.
b) Nine directors from the member state federations/associations of urban co-operative banks or member state federations/associations of urban co-operative banks & credit societies which are admitted as member of the Federation.

c) Seven directors from amongst the member urban co-operative banks.
d) One director from Mahila urban co-operative banks enrolled as members.
e) Two director from the urban co-operative credit societies enrolled as member.
f) One director nominated by the Department of Agriculture & Co-operation, Ministry of Agriculture, Government of India.

g) Two specialists/experts/eminent co-operators to be co-opted by the Board.

The Board may invite two persons to attend its meetings.

The Directors shall be elected at the Annual General Body Meeting for a period of 5 years.

(The election procedure shall be in accordance with the provisions of section 45 of the Multi State Co-operative Societies Act, 2002 and Election Schedule annexed to the Multi State Co-operative Societies Rules 2002. The constituencies/groupings may be revised/ amended by the Board of Directors from time to time within the provisions of bye-laws, as above.

11. Powers and functions of the Board of Directors
The powers and functions of the Board of Director shall be:

(a) To admit members;
(b) To elect a president and two vice-presidents from amongst the members of the Board. The terms of the president & the vice-presidents shall be coterminous with that of the Board;

(c) To interpret the organizational objectives and set up specific goals to be achieved towards these objectives;

(d) To appoint Chief Executive and such other employees of the Federation as may be prescribed;

(e) To make provisions for regulating appointment of employees of the Federation and the scales of pay, allowances and other conditions of service, including disciplinary actions against such employees;

(f) To approve annual and supplementary budget;
(g) To raise funds;
(h) To acquire or to dispose of immovable properties;
(i) To make rules regarding TA & DA of members of the Board;
(j) To place annual reports, annual financial statements, annual plan and budget for approval of the general body and also to consider audit and compliance report and place the same before general body;

(k) To delegate powers to the Executive Committee/sub-committees/President and Chief Executive subject to the provisions of the Act. and Rules;

(l) To acquire memberships of co-operative and other institutions at national and international levels;

(m) To take actions on all administrative and financial matters and approve actions of President and Chief Executive.

(n) To determine the rates of admission fees and annual membership subscription;

(o) To frame election rules from time to time.

(p) To constitute sub-committee and independent committees, that do not exceed three in number, towards furtherance of objects of the Federation;

(q) To consider and express opinions on matters of common interest concerning the urban co-operative credit sector on its own initiative or on issues referred to by the members;

(r) To consider and accept resignations of President, Vice-President or any member of the Board, Executive Committee or other committees, etc.;

(s) To consider and approve periodical statements of income and expenditure of the Federation placed before it;

(t) To do all acts and take such steps as are incidental or conducive to the attainment of objects of the Federation with the framework of the Act and Rules.

One third of the members of the board or seven whichever is less, shall form the quorum for its meetings. The notice period for a Board Meeting shall be 14 days. The Board shall meet at least once in every quarter and as often as may be necessary provided the total number of meetings of the Board shall not ordinarily exceed six in a year.

The minutes of the meetings of the Board of Directors shall be recorded in a Register and shall be signed by the President and also circulated to the members within 30 days of the meeting.

12. Disqualification to hold office as Director
A Director shall cease to hold office if he
i) ceases to be a representative of the Society he represents;
ii) resigns and his resignation is accepted by the Board of Directors;
iii) represents a Society which as defaulted in the payment of its subscription.

iv) represents a Society which has gone in liquidation; and
v) does not attend three consecutive meetings of the Board of Directors without leave from the Board.

All other conditions as detailed in section 43 of the Multi State Co-operative Societies Act, 2002 from being elected as a member of the Board of Directors, shall apply.

For a Director to be elected as President or Vice-President, the provisions of section 44 of Multi State Co-operative Societies Act, 2002 shall apply.

No member of the Board shall be eligible to be elected as President or Vice-President of the Federation, if such member is a Minister in the Central Government or a State Government.

No member of the Board shall be eligible to be elected as President of the Federation after he has held the office, as such during two consecutive terms, whether full in part.

No member of the Board shall be eligible to hold at the same time, office of a President or Chairperson on the Board of more than two multi state cooperative societies.

Provided that the member who has ceased to hold the office of the President continuously for one full term shall again be eligible for election to the office as such.

13. Removal of elected members by general body
Removal of elected members of a board, who has acted adversely to the interests of the Federation, will be in accordance with the provisions of section 47 of the Act.

14. Constitution of Committees
One Executive Committee and a maximum of three other functional committees, sub-committees will be constituted as per section 53 of the Act;

15. Executive Committee
There shall be one Executive Committee consisting of one president, two vice-president and four members of Board of Directors.

Four members shall form a quorum.

16. Powers of Executive Committee
(a) to decide the manner in which the funds of the Federation shall be invested.
(b) to prepare the Annual Budget.
(c) to consider the statement of receipts and payments.

(d) to approve expenditures up to the financial limits delegated by the Board.

(e) to nominate representation of the Federation to national and international events concerning co-operatives.

(f) to authorize the Chief Executive or the Officer appointed to work in his place to sign singly or jointly with any other officer of the Federation, all deposits receipts and operate on the accounts of the Federation with the Bank and also to endorse and transfer promissory notes and other securities and sign, encash cheques or negotiable instruments of the Federation.

(g) to exercise such powers and functions as may be delegated by the Board of Directors from time to time.

(h) to delegate any of its powers to the President, Vice-President and Chief Executive of the Federation.

17. President
The President of the Federation shall be elected by the Board of Directors.
The President shall have the following powers;
(i) To preside over the meetings of the Annual General Meeting, Special General Meeting, Board and Executive Committee and other Committees or sub-committees of which he is member.

(ii) To approve and sanction expenditure on any of the items approved in the budget and such other expenditure as approved and sanctioned by the Board/Executive Committee as the case may be.

(iii) To exercise all powers delegated to him by the Board/Executive Committee and to delegate any of them to the Chief Executive.

18. Vice President
In the absence of the President, one of the Vice Presidents shall preside over the meeting of the General Body/Board/Executive Committee/Sub-Committee.

19. Chief Executive
As provided in section 51 of the Act, there shall be a Chief Executive appointed by the board who shall be in control of the affairs of the Federation subject to overall control and general supervision of the board of directors. The Chief Executive shall exercise the powers and discharge functions specified in section 52 of the Act. The Chief Executive shall convene the meetings of general body, board of directors, executive committee and other committees of the Federation in consultation with the President or in his absence, one of the Vice-Presidents.

The duties, powers and functions of Chief Executive will also include:
(i) to implement the policies and programmes of the Federation and take such action as is necessary to give effect to the resolutions of the General Body, the Board or any other sub-committee constituted under the bye-laws;

(ii) to convene the meeting of the General Body, the Board of Directors and other sub-committees constituted under the bye-laws to consultation with the Presidents of the Federation;

(iii) to attend to all correspondence of the Federation;

(iv) to manage the funds of the Federation and cause proper accounts to be maintained and audited;

(v) to be responsible for collection and safety of the funds of the Federation;

(vi) to sign all deposits receipts and operate the accounts of the Federation with banks;

(vii) to endorse and transfer promissory notes and other securities and to endorse, sign, encash cheques and other negotiable instruments on behalf of the Federation;

(viii) to be the Officer of the Federation to sue or to be sued on behalf of the Federation and sign all bonds and agreements on behalf of the Federation;

(ix) to assign duties and responsibilities to the other employees of the Federation;

(x) the Chief Executive shall be able to exercise his powers mentioned in sub-clause (vi), (vii) and (viii) in conjunction with such officer/officers or member/members of the Board of Directors as may be nominated in this behalf by the Board from time to time; and

(xi) To exercise other powers delegated to him by the Board/Executive Committee/President.

20. Annual General Meeting
(a) The Annual General Meeting shall be held within six months after the close of the Accounting year.

(b) The date, time and place of the Annual General Meeting shall be announced at least 14 days clearly in advance and that of special general meeting at least 7 days in advance by a written notice displayed on the notice board of the Federation and circulated to the members. The General meeting shall be held once a year.

(c) The presence of representatives of at least one-fifth or 30 whichever is less of the members shall be necessary for the disposal of any business at the Annual General Meeting. If within half an hour of the appointed time of the meeting mentioned in the notice, no quorum is forthcoming the meeting shall be adjourned. The adjourned meeting shall be held in accordance with provisions of Rule 16(5) of the Multi-State Co-operative Societies Rules, 2002. The adjourned meeting shall transact the business on the Agenda without waiting for the quorum. Every representative of the member society present in the meeting shall have only one vote. The President shall have a casting vote in addition. No proxies will be allowed. No representative of the member society shall be allowed to vote if the member society is in arrears of its subscription at the time of the meeting.

(d) The President or one of the Vice-Presidents and in their absence one of the other members elected for the purpose shall preside over the Annual General Meeting.

The General Body shall perform the following functions;
(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 surplus;
(v) review of operational deficit, if any;
(vi) creation of specific reserves and other funds; if any;
(vii) approval of the annual budget;
(viii) approval of the long-term perspective plan and the annual operational plan;
(ix) expulsion of members;
(x) list of employees who are relatives of members of Board of Directors or of the Chief Executive;
(xi) amendment of bye-laws, if any;
(xii) formulation of code of conduct for the members of the Board of Directors and officers;
(xiii) election of members of the Board of Directors, if any; and
(xiv) appointed of auditor(s), out of the panel approved by either the Central Registrar or the Federation, and fixing of remuneration for the period upto the conclusion of next Annual General Meeting.

The minutes of the Annual General Meeting shall be recorded in a minute book which shall be signed by the Chairman of the meeting concerned.

Amendments of bye-laws shall only be carried out by a majority of not less than two-thirds of the members present and voted in favour of such resolution in which due notice of 15 clear days to the intention to discuss such amendments has been previously given. Such amendments shall be forwarded to the Registrar for registration within a period of 60 days from the date of meeting.

All other questions before the general meeting shall be decided by a majority vote.

21. Special General Meeting
The Chief Executive, as per decision of the Board may call a special general meeting of the general body to discuss such agenda as the Board of Directors may decide, and send notice of the meeting with agenda at least 7 days in advance.

The Chief Executive may also call a special general meeting if requisitioned by not less than one-third of the total members of the Federations or 20 members whichever is less, within 30 days from the date of requisition to discuss and transact only such matters and business as are referred to in the letter of requisition. A special General Meeting, if requisitioned by the members in the aforesaid manner, shall stand dissolved, if there is no quorum for the meeting within one hour from the time prescribed for the meeting in the notice thereof.

22. Registers
Such registers and papers shall be maintained by the Board as may be considered necessary or as may be directed by the Registrar.

Copies of the bye-laws and the balance sheet shall be supplied free on demand to any member. The last Balance Sheet shall be open to public inspection during the office hours.

23. Audit
The accounts of the Federation shall be audited by an auditor at least once in each year.

The auditor shall be appointed at the annual general meeting of the Federation and he shall hold office until conclusion of the next annual general meeting.

The auditor shall be appointed from a panel of auditors approved by the Central Registrar or from a panel of auditor, if any, prepared by the Federation.

The remuneration of the auditors will be fixed by the general body.

Auditor who fulfils the norms of qualification as per section 72(1) and is not disqualified as per provisions of section 72(2) of the Multi-State Co-operative Societies Act, 2002 will only be eligible for appointment as auditor of the Federation.

The auditor shall exercise his powers and perform his duties as enumerated in the section 73 of the Multi-State Co-operative Societies Act, 2002.

24. Utilization of Surplus
The following shall be the first charge on surplus;
(i) Contribution of the Audit Fee as may be fixed from time to time by the Registrar;

(ii) Any deficit undergone by the Federation;
(iii) All payments of salaries, provident fund, working expenses; and
(iv) Interest on loans, deposits, etc.

The balance should be the net surplus of the Federation and will be used in the furtherance of the objects of the Federation.

25. Disputes
If any dispute touching the bye-laws or the business of the Federation arises between members or past members of the Federation, persons claiming through a member or past members or between members or persons so claiming and any officer, agent or servant of the Federation (past or present) it shall be referred to the Arbitrator appointed by the Central Registrar, as provided in the Multi-State Co-operative Societies Act, 2002 and the Rules framed thereunder.

26. General
NAFCUB may organize co-operative education programmes by itself or in collaboration with NCUI and other organisation, for its employees, directors and its members organisations.

The Board of Directors may frame rules, not inconsistent with the Multi-State Co-operative Societies Act, 2002, the Rules and the bye-law thereto, or make alterations therein from time to time.

In case of any dispute about the meaning or interpretation of any provisions of the Multi-State Co-operative Societies Act, 2002, Rules and these bye-laws, the decision of the Registrar shall be final.

In cases or where prompt decisions have to be taken the President may call upon any member of the Board or any of the officers of the Federation to represent the Federation at any Committee, conference or convention or appear before any authority. The decision taken shall be placed before next meeting of the Board/Executive Committee for ratification.