GUIDE: What Every Co-op’s By-laws Must Include (Zimbabwe)

A registered co-operative society’s by-laws are its internal rulebook. Zimbabwe’s Co-operative Societies Act requires every society to include certain provisions in its by-laws for transparency, member protection, and sound governance.
Here’s a breakdown of all required by-law contents, grouped by category:
๐ท A. Society Identification
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Name of the Society (must comply with naming rules).
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Registered Office & Postal Address.
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Main Objectives – what the society exists to do.
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How it achieves those objectives – activities, services, etc.
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How funds may be used – allowed purposes only.
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Area of Operation – geographic or community scope.
๐ฅ B. Membership
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Membership Requirements – residence, profession, etc.
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Entrance & affiliation fees (if any).
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Minimum shareholding.
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How to Join and appeal if rejected.
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Member Rights
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Attend/vote at meetings
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Elect/be elected
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Nominate heir for shares
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Access co-op services
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Withdraw from the society
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Member Duties
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Obey by-laws and meeting decisions
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Sign a membership undertaking
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Share liability for debts
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Contribute financially
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Expulsion Rules – how and what payments apply.
๐ C. Organisation & Management
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General Meetings – how to call & run them
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Quorum rules
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Voting procedures
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Minutes – how to record
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Purpose of general meetings
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Special meetings – how to call them
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Management Committee
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How elected, who qualifies, term limits
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Management Meetings – summoning & conduct
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Committee Powers/Duties – incl. chair, secretary, treasurer
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How to suspend/remove committee members
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Supervisory Committee – if any: elections & terms
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Roles of Supervisory Committee
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Manager (if appointed) – appointment/removal
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Manager's functions
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Signing authority and use of seal
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Banking and investments
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Marketing members’ products
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Hiring/firing employees (excluding manager)
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Business with non-members
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Allowances or honoraria for office bearers
๐ผ D. Worker Co-operators
(Include special rights if the co-op is worker-owned or hybrid.)
๐ฐ E. Property & Funds
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Share Value & Payment
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Rules on Transfer & Redemption of Shares
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Use of Annual Surplus
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Reserve Fund
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Central Fund
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Pensions/Provident Funds
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Other allocations
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Surplus Distribution
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Dividends
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Patronage bonuses
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Honoraria
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Bonus shares
๐งพ F. Special Cases
For Lending Societies:
36. Include rules on:
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Lending to members/non-members (interest, security, etc.)
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Loans Committee: election, powers
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Limits on borrowing
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Penalties for non-payment
For Worker/Collective Co-ops:
37. - Staff remuneration
- Employing non-members
- Using surplus
For Delegate-Based Societies:
38. - Delegate ratios
- Election method
- Duty to report to members
For Secondary, Apex & Federation Co-ops:
39. - Representation and delegate rules
- Voting rights
- Contributions from members
โ G. General Rules
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How notices are served
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Amendment of by-laws
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Membership undertaking form
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Fines – conditions and amounts
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Consequences of non-payment
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Financial year
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Required registers & records
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Auditing procedures
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Mergers, transfers, or splits
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Internal dispute resolution
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Winding up process
๐ Why This Matters
By-laws are legally binding for all members. Including all the required content:
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Ensures legal compliance with the Co-operative Societies Act.
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Protects members from mismanagement.
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Guides decisions during disputes, elections, surplus distribution, and winding up.
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Makes the co-op attractive to investors, lenders, and partners.
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