BYE – LAWS OF THE NATTIONAL FEDERATION OF COOPERATIVE SUGAR FACTORIES LTD., NEW DELHI

BYE – LAWS
OF THE
NATTIONAL FEDERATION OF COOPERATIVE
SUGAR FACTORIES LTD.,
NEW DELHI

NAME, ADDRESS AND AREA OF OPERATION:
1. (i) The name of the Society shall be the National Federation of Cooperative Sugar Factories Ltd., (hereinafter referred of as NFCSF).

(ii) It registered address and headquarter shall be at New Delhi.

(iii) The area of operation of NFCSF shall extend to the whole of India.

DEFINITIONS:
2. (i) ‘NFCSF’ means National Federation of Cooperative Sugar Factories Ltd.

(ii) ‘ACT’ means the Multi-State Cooperative Societies Act as applicable in the case of cooperative societies extending their area of operation to more than one State and the National level Federations registered there under and as is applicable to NFCSF.

(iii) ‘COOPERATIVE SUGAR FACTORY’ means registered individual cooperative sugar factory which received licence/letter of intent under the Industries (Development & Regulation) Act and/or any cooperative sugar factory registered under State/Central co-operative Societies Act to produce sugar by vacuum pan process.

(iv) ‘STATE FEDERATION’ mans registered State Federation of cooperative sugar factories.

(v) ‘ZONAL FEDERATION’ mans registered Zonal Federation of cooperative sugar factories which has its area of operation extending beyond one State.

(vi) ‘DIRECT MEMBER’ means a cooperative sugar factory affiliated directly to the NFCSF.

(vii) ‘ASSOCIATE MEMBER’ means an individual or society or company, or association or any other organization who has been admitted as an Associate Member to avail of the services of NFCSF on payment of Associate Membership fee as prescribed in these Bye-laws. Such Associate Member shall not have any right or obligation applicable to direct/regular members.

(viii) REPRESENTATIVE’ means a person who is duly appointed by a member in accordance with these Bye-laws or representatives of NCDC. Government of India or other organizations who are qualified to attend the meetings of the General Body in accordance with these Bye-laws.

(ix) ‘BOARD’ means the Board of Directors of NFSCF constituted in terms of these Bye-laws.

(x) ‘EXECUTIVE COMMITTEE’ means the Executive Committee constituted by the Board of Directors in terms of these Bye-laws.

(xi) ‘SUB COMMITTEE’ means a committee constituted by the Board of Directors or Executive Committee to undertake specific tasks to further the objects of the NFSCF.


(xii) ‘PRESENT’ means a member of the Board of Directors who has been elected by the Board as the President of the NFSCF.

(xiii) ‘VICE PRESIDENT’ means a member of the Board of Directors who has been elected by the Board as the Vice-President of the NFCSF.

(xiv) ‘MANAGING DIRECTOR’ means a person appointed by the Board of Directors as the Chief Executive Officer of the NFCSF in terms of these Bye-laws.

(xv) ‘GENERAL BODY’ means a body of representatives of members and representatives of other organizations constituted in accordance with these Bye-laws.

(xvi) ‘REGISTRAR’ means the Central Registrar appointed by the Government of India.

(xvii) ‘OFFICER’ means officer of NFSCSF as defined in the Act.
(xviii) ‘YEAR’ means accounting year as defined in the Act.

OBJECTS:
3. (i) The principal object of the NFCSF will be to promote and develop cooperatives of sugarcane growers and to provide support, services and guidance to its affiliated cooperative sugar factories and State and Zonal level Federations of cooperative sugar factories for their efficient and sustained working.

(ii) In pursuance of the above object in Bye-law 3(i), the NFCSF may undertake the following activities and functions.

(a) Advocacy to promote and safeguard and interests of its members in accordance with the cooperative principles.

(b) Arrange education and training for the benefit of its members.
(c) Arrange for technical support and services to its members both for improving their operational efficiency as well as for organization and promotion of new cooperative sugar factories.

(d) To promote R&D activities for its members, sponsor research projects, conferences, seminars etc., to find out solutions of the problems of its member cooperative sugar factories and allied subjects.

(e) Act as accredited representative and spokesman organization of the sector of cooperative sugar factories at the policy for a of Central and State Government, business for a and organizations relating to sugar industry’; establish liaison with national and international organizations and others allied to sugar industry.

(f) Advise and assist its members in the matters related to their management and operations.

(g) Undertake information services for the benefit of its members.
(h) Publish literature and documents on sugar industry for the benefit of its members.

(i) Undertake any other activities that are incidental and conducive to the attainment of its object and interest of its members.

MEMBERSHIP:
4. (i) The membership of the NFSCF shall be open to the following:
(a) Registered individual cooperative sugar factories of sugarcane growers which have received licences/letters of intent under the Industries (Development and Regulation) Act and/or any Cooperative Societies Act and to individual cooperative sugar factories which have received or filed Industrial Entrepreneurial Memorandum (IEM) for setting up cooperative sugar factory or have set up cooperative sugar factory under IEM.

(b) Associate members/such other persons/societies/institutions not covered by bye-law No.4(i) (a) above to whom NFCSF is likely to provide services, provided the application for admission to such membership is received alongwith the admission fee of Rs.10,000/- (Rupees Ten Thousand only) and is duly accepted by the Board of Directors may be admitted as associate members. Such admission fee shall not be refundable in any case. Such members will, however, not have any right to vote or participate in the management of NFCSF. The associate member can be expelled by the Board of Directors if the associate member does any act or is found to be working against the objects or interest of NFCSF.

(c) Registered State Federations of cooperative sugar factories; and

(d) Registered Zonal Federations of cooperative sugar factories.

NOTE:
When a State or Zonal Federation is registered and is admitted as a member of the NFCSF, individual cooperative sugar factories from the State or Zonal concerned shall cease to be direct members of the NFCSF.

(ii) Membership of the National Federation shall cease;
(a) on cancellation of registration of a member society.
(b) If the member society resolves to disaffiliate itself provided such resolution is communicated to the NFCSF and is accepted by the Board of Directors of NFCSF; and

(c) If a member fails to pay the subscription for a period of three years consecutively unless the Executive Committee of the NFCSF otherwise directs.

(iii) A member of the NFCSF may be expelled if he persistently defaults or fails to carry out its obligation to NFCSF. Before such expulsion the member to be expelled shall be given an opportunity to explain its position. After the explanation is received, the Board of Directors shall call a General Meeting. Termination of membership shall take effect only after the General Body resolves to expel the member by 2/3rd majority of votes of representatives present at the meeting.

FUNDS:
5. The funds required by the NFCSF may be raised by one or more of the following modes:

(i) Entrance fee;
(ii) Annual subscription;
(iii) Loans and deposits;
(iv) Contributions for specific purposes;
(v) Contributions from Government and others;
(vi) Donations;
(vii) Commission earned on supplies and sales;
(viii) Loans from Banks;
(ix) Advertisements; and
(x) Interest on deposits;

6. (i) Every cooperative sugar factory which is affiliated to the NFCSF shall pay annual subscription at a rate prorate to production of sugar in the immediately proceeding accounting year as may be determined by the Board of Directors of the NFCSF from time to time.

(ii) Every State and Zonal Federations affiliated to the NFCSF shall pay to the NFCSF an annual subscription at a rate pro-rate to the production of sugar in the immediately proceding accounting year by its affiliated members as may be determined by the Board of Directors of NFCSF from time to time.

7. (i) Every member cooperative sugar factory which has not gone into production shall on affiliation, pay an annual subscription at a rate as may be determined by the Board of Directors of NFCSF from time to time.

(ii) Every State and Zonal Federation affiliated to the NFCSF shall, in respect of individual cooperative sugar factories affiliated to it and which have not gone into production, pay an annual subscription to the NFCSF at a rate as may be determined by the Board of Directors of the NFSCF from time to time.

8. Every member shall pay an entrance fee of Rs.100/- which is non-refundable.

LIABILITY:
9. The liability of the members of the NFCSF shall be limited to the sum of the subscription remaining unpaid.

10. The NFCSF shall create a Reserve Fund out of its annual surplus.

GENERAL BODY :
11. (1) The General Body of the NFCSF shall consist of :
(a) One representative of each of the directly affiliated cooperative sugar factories;

(b) Representatives of each of the affiliated State and Zonal Federations at the rate of one for each cooperative sugar factories affiliated to them.

a. Four co-opted Directors of the Board:

b. Managing Director;

c. Outgoing President.

(2) The following shall be invited to attend the meetings of the General Body:
(i) one nominee of each State Government where Cooperative Society/Societies has/have been issued letters of intent/licences under the Industries (Development and Regulations) Act. For establishing a sugar factory or has/have been issued IEMs;

(ii) one nominee of the Department of Civil Supplies and Cooperation in the Ministry of Industries and Civil Suplies or by whatever name the department may be designated hereafter;

(iii) one nominee of Department of Banking;

(iv) one nominee of National Cooperative Development Corporation;

(v) one nominee of Industrial Finance Corporation of India;

(vi) one nominee of Life Insurance Corporation of India;

(vii) one nominee each of the Apex/State Cooperative Banks financing directly or indirectly the cooperative sugar factories;

(3) The nominees and representatives under these Bye-laws 11(1) and (2) shall attend the meetings of the General Body for a period of three years unless a nominee or representative resigns before the expiry of the term. The member whom the representative represents shall then nominate another person in the resultant vacancy for the remaining period of the term.

12. Unless otherwise exempted, the annual meeting of the General Body shall be held within three months from the receipt of Audit Report or six months from the close of accounting year, whichever is earlier.

13. A special meeting of the General Body may be convened under a resolution of the Board of Directors. A special meeting of the General Body shall be called within one month of written requisition from at least one-fifth of the members or from the Registrar of Cooperative Societies. The requisition shall state the object for which the special meeting is to be called.

14. 14 days written notice shall be given for the annual meeting and two weeks written notice shall be given for a Special Meeting to all the members who constitute the General Body and to the invitees specified in Bye-law No.11(2). The quorum for the Annual or Special Meeting shall be one third of the members or 20, whichever is less. If there is no quorum for a meeting, the meeting shall be adjourned and the meeting to be held either on the same day or on such date and time as the President of the NFCSF may decide. If there is no quorum at an adjourned meeting, the business/subject on the agendas, excepting the business relating to amendment of Bye-laws shall be proceeded with or without a quorum.

15. The following among other things, shall be dealt with at the meeting of the General Body.

(a) Amendment of repeal of any existing Bye-law or the enactment of any new Bye-law;

(b) Suspension or removal of the members of the Board of Directors except those who are nominated by State and/or Zonal Federations, the Government, NCDC, IFCI etc;

(c) Consideration of the annual report and statement of accounts prepared by the Board of Directors and review of the working of the NFCSF;

(d) Approval of the budget of the NFCSF prepared by the Board with modification, if any, and to authorize the Board to sanction expenditure in conformity with the budget estimates;

(e) Consideration of new undertakings and raising of capital for the same;

(f) Consideration of expulsion of members;

(g) Consideration of audit memo or any other business referred to by the Registrar;

(h) Approval of allocation to the Reserve Fund out of the annual surplus recommended by the Board of Directors;

(i) Any other matter laid before it by the Board of Directors.

16. Bye-laws may be made, altered or abrogated by resolution passed at a meeting of the General Body provided that:

(i) 14 days notice for any proposal to make, alter or abrogate the Bye-laws is given to all the members who constitute the General Body and to the invitees specified in Bye-law No.11(2);

(ii) the resolution is passed by not less than two-third of the members present at General Meeting on which a quorum shall be present and a copy of the resolution is forwarded to the Registrar within a period of two months from the date of the meeting; and

(iii) making, alteration or abrogation of the Bye-laws is approved and registered by the Registrar.

17. The President of the NFCSF and in his absence the Vice-President shall preside over the meetings of the General Body. In the absence of both President & Vice- President, the representatives present at the meeting shall elect a President for the meeting shall elect a President for the meeting from among themselves.

18. (a) All questions in the meetings of the General Body shall be decided by the majority of members present and voting. In case of equality of votes, the Chairman shall have a casting or second vote.

(b) The invitees specified in Bye-law No.11(2) shall have a right to participate in the proceedings of the meeting of the General Body, but shall not either vote or any issue or be eligible for election to any office.

(c) A nominee or representative of a member of the General Body shall not be eligible to participate in the meetings of the General Body during the period of default of the member in payment of annual subscription or contribution in terms of Bye-law Nos. 6 & 7.

MANAGEMENT:
19. (1) The Board of Directors shall consist of:
(i) Nominees of the State and Zonal Federations selected on the following basis:

No. of factories affiliated to State Representation on the Board
Or Zonal Federation

1-2 1 Director
3-5 2 Directors
6-9 3 “
10-20 4 “
21-30 5 “
31-40 6 “
41-50 7 “
51-60 8 “
61-70 9 “
71 and above 10 “

(ii) (a) The representatives of Cooperative Sugar Factories directly affiliated to the NFCSF shall be grouped region-wise as under:

Northern Region: Rajasthan, Delhi, Himachal Pradesh, Jammu & Kashmir, Chandigarh & Uttranchal.

Eastern Region: Assam, Orissa, West Bengal, Meghalaya, Mizoram, Tripura, Manipur, Nagaland, Arunachal Pradesh, Andaman & Nicobar, Chhattisgarh & Jharkhand.

Southern Region: Goa, Daman Diu and Dadra Nagar Haveli, Kerala, Pondicherry & Laccadives

(b) The Board of Directors shall coopt from among the representatives of cooperative sugar factories directly affiliated to NFCSF in the Region indicated in 19(1) (ii) (a) on the basis of the number of cooperative sugar factories in the region directly affiliated to the NFCSF. The number of representatives to be coopted from each region shall be the same as for the State or Zonal Federation as indicated in byelaw No. 19(1) (i);

(iii) One nominee each of the following:
(a) Department of Civil Supplies and Cooperation in Ministry of Industry and Civil Supplies or whatever name the department of Cooperation may be designated hereafter;

(b) Department of Banking;

(c) National Cooperative Development Corporation;

(d) Industrial Finance Corporation of India.

(iv) Four to be coopted by the Board of Directors.

(v) Managing Director provided that he shall not vote in election of office bearers.

(vi) Outgoing President.
(2) All the members of the Board of Director except those under byelaw No. 19(1) (iii) and 19(1) (v) shall hold office for a period of three years. Members of the Board of Directors shall continue in office after the expiry of their term until another Board is constituted.

(3) The Board of Directors may invite such other persons as it may so desire to attend its meetings.

20. The members of the Board of Directors shall elect from amongst Directors constituted under byelaw No. 19)1) (i) and (ii) a President and a Vice-President. The term of office of the President and the Vice President shall be co-terminus with the term for which the Board has been constituted. In case of any vacancy arising within this period, the Board may fill up the vacancy through re-election for the unexpired term of the Board provided the President and the Vice-President shall be elected only from amongst representatives specified in Bye-law No. 19(i) and (ii).

POQWER OF THE BOARD:
21. Subject to such resolutions as may be passed in the meetings of the General Body from time to time, the Board of Directors shall have power:

(a) To admit members;

(b) To raise funds with the specific sanction of the General Body;

(c) To prescribe subject to the budget allotment made by the General Body, the strength of the establishment of the NFCSF and the scale of pay and allowances admissible to each member thereof and also to frame regulations regarding service conditions etc. of the employees;

(d) To determine the rate of annual subscription to be paid by the individual cooperative sugar factories and also the basis of sharing of such annual subscription between the NFCSF and the State or Zonal Federations;

(e) To sanction investment of the funds of the NFCSF;

(f) To elect an Executive Committee and appoint committees and delegate powers to them for carrying out any specific function relating to the business of NFCSF;

(g) To fill any vacancy or vacancies in the Board by cooption from the area from which vacancy occurred;

(h) To prepare the annual report and statement of accounts of the NFCSF;

(i) To prepare the budget the NFCSF and to recommend the same to the General Body for its approval.

(j) To authorize convening of General Meetings of the NFCSF;

(k) To frame such subsidiary regulations not inconsistent with the Acts, Rules and these Bye-laws as are necessary for the conduct of the business of the NFCSF;

(l) To do such other acts and transact such other business as are consistent with the objects and incidental to the administration of the NFCSFl;

(m) To delegate all or any of its powers and duties to the President or to the Vice-President.

(n) To recommend the rate of allocation from annual surplus to Reserve Fund;

22. (1) The meetings of the Board of Directors shall be convened at the instance of the President. Ordinarily two weeks notice of the meeting shall be given to the members.

(2) Ten members of the Board shall form a quorum. If there is no quorum for a meeting, the meting shall be adjourned to be held either on the same day or on such date and time as the President of NFCSF may decide. If there is no quorum at an adjourned meeting, no other business/subject excepting the business/subject on the agendas, shall be transacted.

(3) The President of the NFCSF and in his absence the Vice-President shall preside over all meetings of the Board of Directors. In the absence of both President and Vice-President, the members present shall elect a President for the meeting.

(4) All questions before the Board shall be decided by a majority of votes and when votes are equal, the President shall have a casting vote.

23. (1) A member of the Board of Directors shall cease to hold office if H:
(a) reigns and his resignation is accepted by the Board; or
(b) holds any office of profit under NFCSF or receives any honorarium from the NFCSF except in case of the Managing Director; or

(c) fails, without showing satisfactory reasons to the Board to attend four consecutive meetings of the Board; or

(d) ceases to represent the affiliated member in the General Body of the NFCSF; or

(e) ceases to be nominee of the Government or institution nominating him.

(2) A member of the Board of Directors shall remain suspended to function as Director if the member Federation/factory under byelaw No.19(1) (i) and (ii) whom he represents, defaults in payment of its subscription by the 30th day of September following the cooperative years for which the subscription is due. This disqualification shall cease as soon as the arrears are paid in full.

24. The proceedings of the Board of Directors shall not be invalidated on account of any vacancy or any defect in the qualification or nomination of any member of the Board of Directors.

EXECUTIVE COMMITTEE:
25. (1) To facilitate the transaction of business, there shall be an Executive committee which shall consist of:

(a) The President of NFSCF:

(b) The Vice-President of NFCSF;

(c) Five Directors to be elected by the Board from amongst themselves to represent State or Zonal Federations and directly affiliated individual cooperative sugar factories;

(d) One nominee each of the following:
(i) National Cooperative Development Corporation.
(ii) Industrial Finance Corporation of India;

(e) Managing Director of NFCSF Ltd.

(2) Executive Committee may invite such other persons as it may so desire to attend its meetings.

(3) Subject to such resolutions as may be passed in the meetings of the Board of Directors from time to time the Executive Committee shall have power;

(a) to admit members;

(b) to sanction investments of the funds of NFCSF;

(c) to prepare the budget of the NFCSF and recommend the same to the Board of Directors for placing before the General Body for its approval;

(d) to delegate all or any of its power and duties to the President or to the Vice-President or to any officer of the NFCSF or to any paid employee of the NFCSF;

(e) to appoint class I, II and III personnel in the NFCSF;

(f) to appoint Sub-Committee for any specific purpose and to delegate all or any of its power and duties to such Committees;

(g) to do such other acts and transact such other business as are constant with the object and incidental to the administration of the NFCSF.

26. (1) The meetings of the Executive Committee shall be convened at the instance of the President. Ordinarily two weeks notice of the meeting shall be given to the members. In case of emergency the President shall have authority to call the meeting at short notice.

(2) The President of NFCSF and in his absence the Vice President shall preside over the meetings of the Executive Committee. In the absence of both President and Vice-President, the member present shall elect a President for the meeting.

(3) (i) The quorum for the Executive Committee meetings shall be give. If there is no quorum for a meeting, the meeting shall be adjourned to be held either on the same day or on such date and time as the President of NFCSF may decide. If there is no quorum at an adjourned meeting, no other business/subject excepting the business/subject on the agendas shall be transacted.

(ii) All questions before the Executive Committee shall be decided by majority votes. In case of equality of votes, the President shall have a casting vote.

PRESIDENT:
27. (i) The President and Vice-President elected by the Board of Directors shall act as the President and Vice-President of the General Body of the NFCSF also. The President and Vice-President shall continue in office till their successors are elected to the office.

a. The President shall preside over the meetings of the Board of Directors. General Body and Executive Committee. In his absence, Vice-President shall preside and in the absence of both President and Vice-President the members present shall elect one from amongst themselves as the President of the meeting.

b. The President shall have general control and overall supervision over the affairs of the NFCSF and its officers with the object of ensuring implementation of all policies laid down by the Board of Directors and/or Executive Committee.

c. The President shall be competent to take decision as are of an urgent affecting the policy of the NFCSF on behalf of Board of Directors, Executive Committee and any other Committee, which may be deemed urgent on the advice of the Managing Director. The matter will be placed before the next meeting concerned for ratification.

MANAGING DIRECTOR:
28. Subject to the control and authority of the President, the following are the functions and responsibilities of the Managing Director:

(i) He shall have control over the administration of the National Federation of Cooperative Sugar Factories.

(ii) Convene the meetings of various committees including meeting of the General Body and to maintain proper record of the National Federation of Cooperative Sugar Factories.

(iii) Shall attend to all correspondence of the NFCSF.

(iv) Shall manage the funds of the NFCSF and cause proper accounts to be maintained and audited.

(v) Shall be responsible for collection and safety of funds.

(vi) Shall execute the policies and programmes of the NFCSF and take such action as is necessary to give effect to the resolution of General Body, Board of Directors, Executive Committee or any other Committee constituted under these Bye-laws.

(vii) Sign all deposit receipts and operate on the accounts of the NFCSF with banks.

(viii) Endorse and transfer promissory notes and other securities and to endorse, sign, encash cheques and negotiable instruments on behalf on the NFCSF.

(ix) To be the officer of the NFCSF to sue or to be sued on behalf of the NFCSF and sign all bonds and agreements in favour of the NFCSF.

(x) To appoint Class IV personnel in NFCSF. All such appointments shall be made in consultation with the President.

(xi) To determine powers, duties and responsibilities of the employees of the NFCSF.

(xii) To delegate all or any power vested in him to an employee of the NFCSF and such delegation shall be placed before the Board of Directors.

29. All matters not specifically provided for are to be decided in accordance with Cooperative Societies Act. Rules notified there under.

30. In the event of conflict between the Bye-laws of NFCSF and the affiliated societies, the Bye-laws of NFCSF shall prevail.

31. In the event of any dispute on the interpretation of the Bye-laws of NFCSF, Rules and Act. The matter shall be referred by the Board of Directors to the Registrar of Cooperative Societies, whose decision in the dispute shall be binding.

32. In the event of dissolution of the NFCSF, after payment of all loans and liabilities. If there is any surplus, it shall be distributed among the members in proportion to average of subscription paid/payable by the members during the three years preceding the year of dissolution. However, ion the case of members, being members for less than three years, the average would be for the years of their actual membership. This provision will be applicable with retrospective effect from the date of registration of the N.F.C.S.F.