📌 Legal Personality & Powers

Section 21 – Body Corporate Status

• Upon registration, a society becomes a body corporate.

• It has perpetual succession and may:

  • Hold property

  • Enter into contracts

  • Sue and be sued

  • Perform any legal corporate functions

🛡 Member Liability

Section 22 – Limited Liability

• Members (current or past) are not personally liable for the society’s debts beyond any unpaid share value.

📘 By-laws

Section 23 – Legal Force of By-laws

• Every society’s by-laws must include the matters listed in the Schedule (already provided earlier).

• Once registered, by-laws are binding on the society and its members.

• The Registrar can authorize omissions or exceptions.

Section 24 – Amending By-laws
To amend by-laws:

1. 15 days' notice must be given to members.

2. 75% approval required at a duly convened general meeting.

3. Registrar approval is mandatory for it to take legal effect.

4. Appeals against a Registrar’s refusal can be made to the Minister within 60 days.

📓 Member Register

Section 25 – Register of Members and Shares
Societies must keep a register recording:

• Member names

• Date joined and exited

• Shareholding details

• Any other prescribed info

👁 Public Access & Notice

Section 26 – No Assumed Knowledge by Third Parties

• Third parties are not deemed to know a society’s by-laws or other documents just because they are registered or available.

Section 27 – Registered Address

• Must register their address and inform the Registrar of any changes within 15 days.

Section 28 – Public Access
Society must make available for inspection:

• The Act & its regulations

• Its own by-laws

• Its registers

📦 Member Products & Security Rights

Section 29 – Exclusive Sales to Society

• A society can require members to sell their produce only to or through the society.

• Breaches may lead to liquidated damages as set in by-laws.

• Society-held goods or proceeds from such produce are protected from creditor attachment.

Section 30 – First Charge over Produce

• Debts owed to a society are a first charge on any produce, equipment, or output funded by the society’s loans.

Section 31 – Lien & Set-off Rights

• Societies may withhold or deduct from shares, deposits, or dividends any amounts owed by a member or their estate.

💳 Member Discipline & Validity of Decisions

Section 32 – Imposition of Fines

• Societies may fine members for by-law breaches if:

  1. Notice is given

  2. The member is heard

• Fines are recoverable as debts.

Section 33 – Validity of Decisions Despite Defects

• Society acts remain valid even if:

  • There were defects in the committee's makeup

  • A disqualified person participated

  • There was an irregularity in selection or appointment

  • Provided a majority of legally entitled officers acted

📚 Financial Management

Section 34 – Accounts

• Must maintain records to the Registrar’s satisfaction and in line with generally accepted accounting practice.

Section 35 – Audits

• Must be audited once per year by:

  • A registered public auditor, or

  • A person approved by the Registrar

• Auditor can request records and explanations and must report to the Minister.

Section 36 – Annual Reports

• Within 6 months after year-end, societies must submit:

  • An annual activity report

  • 2 certified copies of:

    • Audited financial statements

    • Auditor’s report

• Registrar may also request additional returns or reports.

✅ Summary of Key Privileges