Bye-Laws of The National Federation of Labour Cooperative Limited

Bye-Laws
of
The National Federation of Labour
Cooperative Limited

Name, Address and Area of Operation
1. (a) The Federation shall be called “National Federation of Labour Cooperatives Limited” and in Hindi “Rashtriya Sahakari Shramik Sangh Limited” Hereinafter it shall be referred to as “National Federation”.

(b) The registered Office of the National Federation shall be at Delhi. Any change in the address shall be notified to the Registrar within 14 days of such change.

(c) The area of operation of the National Federation shall extend to the whole of Indian Union.

Definitions
2. In these bye-laws, unless the context otherwise requires:

(i) “NATIONAL FEDERATION” means the National Federation of Labour Cooperatives Limited.

(ii) “ACT” means the Corporative Societies Act as is applicable in the Union Territory of Delhi.

(iii) “RULES” means the Corporative Societies Rules framed under the relevant Cooperative Societies Act.

(iv) “REGISTRAR” means the Central Registrar, Cooperative Societies, appointed by the Government of India.

(v) “LABOUR COOPERATIVES” means labour contract/ construction, mining forest and other labour operated cooperative societies including categories of workers like Village artisian, Craftman, Rickshaw pullers, Landless village labour etc.

(vi) “LABOUR CONTRAT COOPERATIVE SOCIETY” means a society which has an its principal objects, the securing and provision of employment to its members by executing works including mining excavation, construction etc. with the help of its members or through them.

(vii) “FOREST LABOUR COOPERATIVE SOCIETY” means a society which undertakes collection of minor forest produce and other forest produce, exploitation of forest coupes and other incidental operations, through its members and makes arrangement for marketing of such produce.

(viii) “WORK AWARDING AGENCIES” means Central and State Government Departments, Board Corporations, Local Bodies, Industries, Enterprises, Cooperative Societies and other related to the award of contracts in India.

(ix) “GOVERNMENT” means Government of India.


Objects
3. The object of the National Federation of Labour Cooperative Limited shall be the economic and social well-being and advancement of the labourers of India and for this purpose to organise, promote, coordinate, help and develop and working of labour cooperatives.

In furtherance of this object, the National Federation may undertake one or more of the following activates:

(i) To organise, promote and develop of labour cooperatives, their Distt. and/or State level unions/federations.

(ii) To promote the economic interests of its members including their affiliated societies.

(iii) To set up industries, plants, kiln etc. in collaboration with other cooperatives for the manufacture of construction material, equipments and allied products to facilitate the working of member cooperatives.

(iv) To assist in marketing, import or export and carry on agency business of every kind to procure, store and distribute material required or manufactured by the member societies and/or their affiliated units.

(v) To lease or operate mineral mines for the production and supply of construction material and allied industries including decoration works.

(vi) To supply tools, implements, accessories and sophisticated machinery to its member or their affiliated societies on hire purchase on hire system.

(vii) To establish technical wing and to make available knowhow and technology relevant to the work of affiliated societies.

(viii) To represent the cause of labour cooperative movement at various levels.

(ix) To promote and develop the labour cooperative programme in India, to educate, guide and assist the labourers in their efforts to build-up and expand the labour cooperative sector and to serve as an exponent of labour cooperative opinion.

(x) To improve the economic, moral, physical and social condition of the members of the labour cooperatives.

(xi) To arrange publication of literature, books and periodicals to maintain information bureau, library, labour cooperative education training programme and to convene seminars, conferences, exhibitions and to organise, assist, guide and help such activities at state and other levels.

(xii) To organise and carry on research in the economic, social and development aspects of the labour cooperatives.

(xiii) To suggest activities for reducing unemployment and under-employment of the forest dwellers and other labourers.

(xiv) To raise funds to own purchase, sale or mortgage movable and immovable property and to construct building for office use, imparting training to unskilled workers of construction industry and allied subject with hostel facilities, if need be.

(xv) The National Federation may undertake the agency of export of labour from ministry of labour.

Membership
4. The membership shall be open to the following :

(a) State, District and Primary Level labour contract/construction and forest labour Coop. Societies has atleast executed work of Rs.2,00,000/- (Rs. Two lakhs) during each of the proceeding two years.

(b) Tribal Cooperative Development Corporation.

(c) National Cooperative Development Corporation.

(d) Government of India.

(e) Nominal Members.

Such other persons/societies/institutions not covered under 4(a) to (c) above, with whom the National Federation of Labour Cooperatives Ltd., is likely to do business may be admitted as Nominal Members. Such members shall pay only the admission fee and they shall not carry right to vote, participation in the management of National Federation or in the sharing of its profits or liabilities.

5. Application for admission as members and for allotment of shares shall be made to the Managing Director in the form, if any, prescribed by the National Federation for the purpose. Every such application shall be disposed off by the Board of Directors, who shall have power to grant admission or to refuse it after recording reasons for such refusal provided, however, that persons/society whose application has been refused by the Board of Directors, may appeal to the General Body and if the general body so directs it shall be admitted as a member of the National Federation. The decision of the General Body shall be final.

6. Every member shall pay Rs.25/- as an admission fee which shall not be refunded in any case.

7. When an applicant has been admitted to membership by the Board of Directors and it has paid the admission fee and share money, it shall be deemed to have acquired all the rights and incurred all the obligations and liabilities of a member of the National Federation.

8. The membership shall cease:

(i) on cancellation of the registration of the member society.

(ii) on redemption/withdrawal of the entire share capital of/by N.C.D.C., Government of India, other Government organisations or undertakings.

(iii) on expulsion from membership under Bye-law No.9.

9. (a) A member including a Nominal Member may be expelled by 2/3rd of the Members present at the special General Body Meeting called for the purpose.

(i) If it intentionally does any act likely to injure the credit of National Federation on fails to observe proper discipline in regard to work of the National Federation.

(ii) If it does any act which may be held by the Board of Directors or a General Body to be dishonest or contrary to the stated objects of National Federation or to the interest National of Federation.

(iii) If it persistently defaults or fails to carry out its obligations to the National Federation.

However, these provisions will not apply to the nominee members of the Government, N.C.D.C. and other Government organisations or undertakings.

(b) Before expulsion, the member to be expelled will be given an opportunity to explain its position. After the explanation has been considered, the member may be suspended by the Board of Directors which shall then call a general meeting within one month from the date of suspension. Nomination of membership shall take effect from the date of expulsion or such date as may be specified in the resolution of expulsion.

10. The National Federation shall have a charge upon the share or contribution or interest in the capital and on the deposits of a member or past member or deceased member and upon any dividend, bonus or profits payable to a member or past member or the estate of a deceased member in respect any debt due from member or past member or the estate of such deceased member to the National Federation and may set off any sum credited or payable to a member or past member or the estate of deceased member in or towards payment of any such debt.

11. Subject to the provisions of the Act. notified Rules and these Bye-laws, a member or any ex-member may transfer its shares to another member or applicant qualified under these Bye-laws and approved by the Board or to a Share Transfer Fund.

Share Capital
12. The authorised share capital of the National Federation of Labour Cooperative Limited shall be Rs.1,00,00,000/- (Rs. one crore) comprising one lac share of Rs.10/- each.

13. Every member other than nominal member shall have to purchase atleast 10 shares of the National Federation. The share money shall be paid in lumpsum provided that the Government, National Level Cooperative Societies, various corporation, NCDC shall subscribe atleast Rs.10,000/- each to be eligible for membership.

14. The National Federation may raise funds from one or more of the following sources:

(i) Admission Fees
(ii) Share Capital
(iii) Loans & Deposits
(iv) Grants-in-aid and donations
(v) Annual subscription from member societies Profits.
(vi) Profits.

Provided that the acceptance of the loans and deposits from non-members shall be subject to such restrictions as the Registrar may impose.

Annual Subscription
15. All the member-societies of the National Federation shall annual subscription as fixed by the General Body subject to the minimum as under:

(i) All India and State Level Societies Rs.5000/-
(ii) District Level Societies Rs.3000/-
(iii) Primary Level Societies Rs. 300/-

16. The annual subscription shall fall due at the commencement of each cooperative year and it will be fixed on the basis of the accounts of the year preceding year or minimum as the case may be, payable within four months of the commencement of the cooperative year.

17. The defaulting members shall not be entitled to exercise the right of vote.

Liability
18. In the event of liquidation, the liability of share holders for any deficit in the assets of the National Federation shall be limited to the share capital subscribed by them.

General Body
19. The General Body of the National Federation shall consist of:

(a) One representative of each member society/Union/Federation admitted under bye-law No.4(a) and (b).

(b) Representatives not exceeding three nominated by the Government under bye-law No.4(d).

(c) One representative of the National Cooperative Development Corporation.

20. Every member society, Govt. and other organisation eligible to send representatives as per bye-laws shall nominate their representative in the General Body of the National Federation and certified copies of the resolutions of the competent authorities of copies of instrument of nomination shall be sent to the Managing Director within the prescribed time limit. Further, in any meeting of the General Body or the Board of the National Federation the member cooperative societies shall be represented in such meeting only through the Chairman or the Chief Executive of such Cooperative Societies and where, there is no Board of such cooperative society, for whatever reason through the administrator by whatever name called, of such cooperative society.

21. (a) The annual general meeting of the members shall be called within a period of six months after the date fixed for making up its accounts for making up its accounts for the accounting year of the National Federation. A special general body meeting may be called at any time by the Board of Directors and shall be called by the Managing Director on the insuction of the Chairman or on receipt of the requisition from 1/5th of the total number of members of the general body or from the Registrar or any person authorised by him within one month from the date of receipt of such requisition.

(b) In case of the general body meeting, the date, time and place of meeting shall announced at least 21 days clearly in advance and in the case of special general body meeting at least 15 days in advance by a written notice. The notice for the meeting of the general body shall be deemed to have been given after expiry of 24 hours after the meeting notices are sent to the representatives provided the proof of such posting is retained in the office.

(c) i) The presence of atleast 1/5 of the members of the total number of member of the General Body shall be necessary for disposal of any business at the General Body meeting.

ii) No Business shall be transacted in any General Body meeting unless there is quorum at the time when the General business is to commence.

iii) If within half an hour from the time appointed for the General Body meting a quorum is not present, the meeting shall stand adjourned and such adjourned meeting will be held either on the same day or on such dates, time and place as may decided by Chairman or the member presiding our the General Body meeting.

Providing that a meeting which has been called on requisition of the members shall not be adjourned but dissolved.

(d) Each representative shall have one vote irrespective of number of shares held by them. The Chairman shall have a casting vote in the event of equality of vote in all matters. No proxies shall be allowed. No member shall be allowed to vote if it is in arrears of its shares or annual subscription money.

(e) The Chairman or in his absence the Vice-Chairman or in the absence of the Chairman and both the Vice-Chairman one of the other members elected for the purpose shall preside over the general body meeting.

(f) Unless otherwise provided in these bye-laws, the ultimate authority in all matters relating to the administration of the National Federation shall vest in the general body.

22. Without prejudice to the general provisions of preceding bye-laws, the duties and powers of the general body shall be:

(i) To elect, suspend or remove the members of the Board of Director except those nominated by the Government or N.C.D.C. or other Government organisations or undertakings.

(ii) To consider and adopt the annual report of the National Federation, its Audit Report and Audited Balance Sheet and Profit and Loss Account and its programme of activities prepared by the Board of Directors.

(iii) To dispose off profits in accordance with the Act. Rules and these bye-laws.

(iv) To fix the maximum credit limit.

(v) To amend the bye-laws.

(vi) To expel members.

(vii) To consider any other business with the permission of the Chairman of the General Body.

23. The record of the decisions of the general body duly signed by the Chairman of the meeting and the Managing Director shall be maintained.

24. The amendment of the Bye-laws shall only be passed by a resolution of the meeting of the general body in which there is proper quorum by a vote of not less than two-thirds of the members present there at and voting and due notice of the intension to discuss such amendments has been previously given.

Board of Directors
25. The Board of Directors shall consist of:
(a) 11 Directors duly elected by the members out of the 2 constituencies of Labour Contract Cooperative Societies and Forest Labour Cooperative Societies. The Labour Contract Societies will elect 7 directors while the forest labour cooperative societies shall elect 4 directors from amongst themselves out of which one must be a representative of a primary level society in each of the two constituencies. Provided that in each of these constituencies not more than one representative from any state may be elected.

(b) Government nominee not exceeding three.

(c) One representative of NCDC.

(d) Managing Director.

(e) Co-option of board of Director the Board may coopt not more than 3 person on the board of Director in the following manner.

1) Technical expert with civil engineering back ground.

2) A women representative if no women member on the board member has been elected.

3) A nominee of the oriental Insurance Co. Ltd.

26. The members of the Board of Director shall elect from amongst themselves a Chairman and 2 Vice-Chairmen out of the Directors elected under Bye-law No.25(a). The Chairman shall be elected from one constituency and one of the Vice-Chairman from the other constituency.

27. The term of office of the office-bearers elected under bye-law 26 referred to above, shall be co-terminus with the term of office of the Board of Directors. In case of any vacancy within this period, the Board may fill up the vacancy within this period, the Board may fill up the vacancy through co-option for the unexpired term of the Board.

28. The elected office-bearers shall hold office for the term of Board.

29. The meeting of the Board of Directors shall ordinarily be held atleast once in a quarter.

30. Five or one-third of the total number of members of the Board of Directors, whichever is less, shall form a quorum. If there be no quorum for the meeting, the meeting shall stand adjourned to such other time and date not earlier than 7 days from the date on which originally convened. If in such adjourned meeting, there be no quorum, the Directors present shall have the power to transact all the business specified in the agenda of the meeting which had to be adjourned for want of quorum.

31. The Chairman or in his absence, one of the Vice-Chairman or in the absence of Chairman and both the Vice-Chairman, one of the other members elected for the purpose shall preside over the meeting of the Board of Directors. Each member shall have one vote but the Chairman shall have a casting vote in the event of equality of votes, except for election wherein case of equality of votes, decision will be taken by drawing of lots. Atleast 15 days clear notice shall ordinarily be given to the members for the meeting of the Board of Directors.

32. The members of the Board of Directors shall hold office for a period of three years and shall be eligible for re-election and continuance subject to the provision of the Act. and the Rules.

33. In the case of Government nominee and representatives of other institutions, their membership on the Board shall be for so long as they are not withdrawn by the Government/Institutions nominating them.

34. In case of any vacancy occurring on the Board of Directors during the term, such vacancy shall be filled up by the Board of Directors by co-option from the same constituency for the expired period.

35. A member of the Board of Directors shall cease to hold office, if he:

(i) resigns and his resignation is accepted by the Board; or

(ii) hold any office of profit under National Federation or receives any honorarium from National Federation except in the case of the Managing Director; or

(iii) fails without showing satisfactory reasons to the Board to attend 3 consecutive meetings of the Board; or

(iv) ceases to represent the affiliated cooperative institutions in the general body of the National Federation; or

(v) ceases to be nominee of the Government or the Institution nominating him.

36. The Board of Directors may constitute different Committees for different types of labour cooperatives business, functional, advisory and other committee or sub-committee for carrying out the works assigned to them.

37. The Board of Directors shall exercise all the powers of National Federation except those reserved for the general body subject to any resolutions laid down by the National Federation in a General Body Meeting or in the Bye-laws. In particular the Board will have the following powers:

(i) to place before the General Body, the Annual Report and the Audit Report.

(ii) to consider and approve the Annual Budget and supplementary budget of the National Federation.

(iii) to consider the inspection notes of the Registrar or of any other person authorised by him and take necessary action.

(iv) to admit and suspend members.

(v) to decide matters relating to issue of new shares, transfer of old shares, withdrawals, refund and forfeiture of shares.

(vi) to summon General Body Meeting.

(vii) to appoint, suspend, punish or remove the Managing Director, provided that suspension, punishment, removal and service conditions of the Managing Director, appointed on deputation from Government or other institutions would be governed by the terms and conditions of deputation. The Managing Director shall be appointed from out of the panel of names suggested by the Panel Authority constituted by the Government of India.

(viii) to decide on investment of capital in other cooperatives.

(ix) to purchase, sell or otherwise acquire and dispose off immovable property of National Federation.

(x) to accept or reject the resignations from the members of the Board and in the case of acceptance of resignation or vacancy falling for other reasons to co-opt Directors in accordance with Bye-law No.34.

(xi) to frame rules regarding recruitment, appointment, conditions of service, suspension and punishment in respect of the Managing Director and other employees of National Federation.

(xii) to approve and sanction the staff required from time to time, for carrying on the business of the National Federation and to prescribe the scales of pay for the employees.

(xiii) to appoint an Executive Committee and other Committee for the business of the National Federation.

(xiv) to recommend to the General Body distribution of profits.

38. All business discussed or decided at a meeting of the Board of Directors shall be recorded in proceeding book which shall be signed by the Chairman and the Managing Director.

39. The Board of Directors may delegate any of its powers to the Executive Committee or any other Committee constituted out of its members or to the Chairman, Vice-Chairman, Managing Director or to any other officer of National Federation.

Executive Committee
40. The Board of Directors shall constitute an Executive Committee comprising the following members:

(i) Chairman
(ii) Two Vice-Chairman.
(iii) 3 Directors including one representative of the Government.
(iv) Managing Director.

41. The Executive Committee shall have the following powers and functions:

(i) To arrange for internal checking of the accounts.

(ii) To hire or take on lease land, yards, godowns, building, plants, machinery and equipments etc.

(iii) To purchase, sell or otherwise acquire or dispose of movable property of the National Federation.

(iv) To establish and manage different business of the National Federation.

(v) To fix the limits of cash balance to be kept by various officers and branches and authorise officers to sign or execute receipts and other documents on behalf of National Federation.

(vi) To arrange for raising funds for carrying on the business of National Federation and to determine the terms and conditions thereof.

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

(viii) To appoint trustee or trustees, attorney or attorneys, agent or agents, for the business of National Federation.

(ix) To refer any claims or demands for arbitration and to observe and perform the awards.

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

(xi) To delegate its powers to such officers of the National Federation as it may deem fit.

(xii) In case of any vacancy occurring during the term, the same shall be filled up the Board of Directors from among themselves.

42. The Executive Committee may meet as often as necessary but normally once in every quarter. Four members of the Executive Committee shall form a quorum in the meeting of the Executive Committee. In case there is no quorum for the meeting within an hour, the said meeting shall stand adjourned for an hour. If in such adjourned meeting there be no quorum the members present shall have the power to transact all the business specified in the agenda of the meeting which had to be adjourned for want of a quorum.

Chairman
43. The Chairman and the Vice-Chairman elected by the Board of Directors shall act as the Chairman and Vice-Chairman of the General Body of the National Federation.

44. The Chairman shall preside over the meetings of the general body, Board of Directors and Executive Committee. In the absence of the Chairman, one of the Vice-Chairman and in the absence of Chairman and both the Vice-Chairman, the members present shall elect one from amongst themselves as the Chairman of the meeting.

45. The Chairman shall have general control and overall supervision over the affairs of the National Federation with the object of ensuring implementation of the policies of the National Federation.

Managing Director
46. The Following shall be the duties of the Managing Director:

(i) To summon the meeting of the general body, Board of Directors, Executive Committee and other committees and participate in them.

(ii) To attend the meetings of the different committees and take necessary steps to implement decisions taken in various meetings including matters relating to purchase, sales and matters incidental thereto.

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

(iv) To ensure proper maintenance of accounts.

(v) To receive all monies and securities on behalf of the National Federation and to arrange for the safe custody of cash, records, properties and other securities of the National Federation.

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

(vii) To institute, conduct, defend, compound or abandon any legal proceeding by or against National Federation and also to compound and allow time for payment or satisfaction of any claim or demand by or against National Federation.

(viii) To certify copies of entries in the books of National Federation.

(ix) To incur expenditure within the approved budget estimates and beyond that subject to the approval of the Board of Directors or Executive Committee.

(x) To keep in safe custody all the registers and other papers in use of the National Federation and other property of the National Federation.

(xi) To sign all deposit receipts and operate on the accounts of the National Federation with the Banks.

(xii) To delegate all or any power in respect of receipt of money and accounts to the Treasurer or other employee of the National Federation subject to the ultimate control and authority being retained by him.

(xiii) To be the officer of the National Federation to the or to be on behalf of the National Federation and sign and execute bonds, agreement and other documents for and on behalf of the National Federation.

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

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

(i) To appoint, suspend and punish the employees of the National Federation including grant of leave, normal increments and other perquisites.

(ii) To create temporary post of casual nature against specific work.

(iii) To enter into negotiations and contracts and recind and vary such contracts and executive and do all such acts, deeds and things in the name of and on behalf of the National Federation in relation to any of the matters aforesaid or otherwise for the purpose of the National Federation.

(iv) To incur contingent expenditure not exceeding Rs.1,000/- in each case.

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

The powers as referred to under 47 (i) to (v) are however, subject to these bye-laws and such other rules framed from time to time and decisions of the Board of Directors, Executive Committee and other Committee of the National Federation.

48. (A) 1. NFLC will establish a contributory provident fund for the benefit of its employees to which shall be credited all contribution made by the employees and NFLC. As per CPF rules framed by NFCL.

2. CPF will not be used in the business of NFLC. It will not form part of the assets of the society and it will not be liable to attachment of subject to any other process or any court or other authority.

Registers
49. The following registers and papers shall be maintained by the National Federation.

(i) List of members.

(ii) Cash Book, Ledger and other account books

(iii) Share allotment and instalment register.

(iv) Stock purchase and sale register.

(v) Separate minute book, for general body, Board of Directors, Executive Committee and other Committee.

(vi) Any other register and record prescribed by the Registrar or required for the business of the Nation Federation.

Audit of Accounts
50. Subject to the provision of the Act and Rules framed there under, the net profits of the National Federation shall be distributed in the following manner:

(i) Not les than 25% of the net profits shall be carried to the Reserve Fund.

(ii) Not less than 10% of the net profits shall be carried to the price fluctuation fund.

(iii) Contribution upto 15% of the net profits for the labour cooperatives education and labour welfare.

(iv) The balance account of the net profit may be utilised for one or more of the following purposes:

(a) Distribution of dividend amongst members.

(b) Distribution of rebate to members as decided by the Board of Directors.

(c) Contribution of Building Fund, Loss Adjustment Fund, and any other fund created by the National Federation.

(v) The undistributed profits shall be carried to the accounts of next year.

51. If any dispute touching the constitution or business of National Federation arising between members of past members of the National Federation or persons claiming through a member or past member or between members or past members or persons so claiming and any officer, agent or servant of the society (past or present) or between National Federation or its Committee or any officer, agent, member, agent, member of servant of the National Federation (past or present) shall be referred to the Registrar as provided in the Act and Rules framed thereunder.

General
52. All the matters not specially provide for are to be decided in accordance with cooperative societies act and rules notified thereunder.

53. The Board of Directors may frame rules of business, election etc. not inconsistent with the Cooperative Societies Act. Rules and these Bye-laws for carrying on the work of the National Federation and make additions or alterations in them from time to time.

54. In case of any dispute about the meeting or interpretation of any provision of the Cooperative Societies Act. Rules and these Bye-laws, the decision of the Registrar shall be final.

55. In the event of conflict between the Bye-laws of National Federation and the affiliated societies, the Bye-laws of National Federation shall prevail.

56. No act of the general body or the Executive Committee or other committee 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.

Liquidation
57. The National Federation shall be wound up and dissolved only by the order of the Registrar in accordance with the provisions of the Act./ Rules.