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

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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:


🏷 A. Society Identification

  1. Name of the Society (must comply with naming rules).

  2. Registered Office & Postal Address.

  3. Main Objectives – what the society exists to do.

  4. How it achieves those objectives – activities, services, etc.

  5. How funds may be used – allowed purposes only.

  6. Area of Operation – geographic or community scope.


👥 B. Membership

  1. Membership Requirements – residence, profession, etc.

    • Entrance & affiliation fees (if any).

    • Minimum shareholding.

  2. How to Join and appeal if rejected.

  3. Member Rights

    • Attend/vote at meetings

    • Elect/be elected

    • Nominate heir for shares

    • Access co-op services

    • Withdraw from the society

  4. Member Duties

  • Obey by-laws and meeting decisions

  • Sign a membership undertaking

  • Share liability for debts

  • Contribute financially

  1. Expulsion Rules – how and what payments apply.


🏛 C. Organisation & Management

  1. General Meetings – how to call & run them

  2. Quorum rules

  3. Voting procedures

  4. Minutes – how to record

  5. Purpose of general meetings

  6. Special meetings – how to call them

  7. Management Committee

  • How elected, who qualifies, term limits

  1. Management Meetings – summoning & conduct

  2. Committee Powers/Duties – incl. chair, secretary, treasurer

  3. How to suspend/remove committee members

  4. Supervisory Committee – if any: elections & terms

  5. Roles of Supervisory Committee

  6. Manager (if appointed) – appointment/removal

  7. Manager's functions

  8. Signing authority and use of seal

  9. Banking and investments

  10. Marketing members’ products

  11. Hiring/firing employees (excluding manager)

  12. Business with non-members

  13. Allowances or honoraria for office bearers


💼 D. Worker Co-operators

(Include special rights if the co-op is worker-owned or hybrid.)


💰 E. Property & Funds

  1. Share Value & Payment

  2. Rules on Transfer & Redemption of Shares

  3. Use of Annual Surplus

  • Reserve Fund

  • Central Fund

  • Pensions/Provident Funds

  • Other allocations

  1. Surplus Distribution

  • Dividends

  • Patronage bonuses

  • Honoraria

  • Bonus shares


🧾 F. Special Cases

For Lending Societies:
36. Include rules on:

  • Lending to members/non-members (interest, security, etc.)

  • Loans Committee: election, powers

  • Limits on borrowing

  • 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


⚙ G. General Rules

  1. How notices are served

  2. Amendment of by-laws

  3. Membership undertaking form

  4. Fines – conditions and amounts

  5. Consequences of non-payment

  6. Financial year

  7. Required registers & records

  8. Auditing procedures

  9. Mergers, transfers, or splits

  10. Internal dispute resolution

  11. Winding up process


📌 Why This Matters

By-laws are legally binding for all members. Including all the required content:

  • Ensures legal compliance with the Co-operative Societies Act.

  • Protects members from mismanagement.

  • Guides decisions during disputes, elections, surplus distribution, and winding up.

  • Makes the co-op attractive to investors, lenders, and partners.

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