PAKISTAN MULTIPURPOSE COOPERATIVE SOCIETY LTD. PMCS |
| OFFICIAL WEBSITE |
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| Byelaws |
| BYELAWS |
| April 29,2004
PAKISTAN MULTIPURPOSE COOPERATIVE SOCIETY LTD., PUNJAB, LAHORE . 1- PREAMBLE Realizing that most of our young qualified doctors, engineers, teachers, technicians and independent professionals are out of suitable jobs in Urban areas and further realizing that Government jobs in Rural areas are unattractive due to poor quality of life, ill equipped clinics, hospitals and schools, we the sponsors of Pakistan multipurpose cooperative of the self-employed have decided to pool our resources and set up state-of-the art hospitals, clinics, schools, vocational training institutes, light engineering workshops, live-stock clinics and hospitals, road transportation, consultancy services, agriculture extension services, housing and all such independent professions and services where individual professional skills of members are best utilized through financial and Institutional support of the society and hence providing jobs, improving educational and health facilities in Urban and Rural Areas on self-help basis. And through Cooperative effort of the members of the Society to assist Government�s Poverty Alleviation, Health and Education improvement programmes. The name of the Society will be PAKISTAN MULTIPURPOSE COOPERATIVE SOCIETY (PMCS). Its registered office will be located at Lahore. 2- DEFINITIONS �Act� means Cooperative Societies Act-1925. �Rules� means Cooperative Societies Rules-1927 �Society� means PAKISTAN MULTIPURPOSE COOP. SOCIETY LTD. �Registrar� means Registrar Cooperatives, Punjab or an officer authorized by the Government in this behalf to act as Registrar. �Member� means a person who is admitted as a member of the society as per its bye-laws. �Board� means Board of Directors as per bye-laws. �Officer� includes, the President, Vice President, General Secretary, Joint Secretary, Director Finance, Member of the Board or any other person. authorized by the Board to act or perform any or all functions stipulated by the Board. �Bye-laws� means Bye-laws of the Society. 3-OBJECTIVES The objectives of the society will be to provide stable income(s), jobs and self employment through independent professions such as health care, education, consultancy, architectural services and/or all such skills which may generate incomes and profits for the members and for their families by setting up hospitals, schools, vocational institutes and colleges, preferably in smaller towns and rural areas of Pakistan. Land development for housing and manufacturing of cement, sugar, fertilizers and other products related to housing and construction. To achieve these objectives, the society may: i- Provide opportunity of self employment to graduates and post graduates in different subjects including medicine, surgery, engineering, architecture, consultancy and education, by making society�s own institutions, hospitals, services and offices. ii- Purchase land to set up and construct, erect, take on lease, hire, own and operate schools, production units, colleges, hospitals, senior citizens centers, medical centers, health care centers, nursing homes dispensaries, clinical labs and housing projects for members. iii- Arrange and provide jobs to the member doctors, para-medics, teachers and all other professionals who may like to work full time against regular salaries in society�s Institutions and to facilitate training to the para-medics, teachers and technicians for the furtherance of health and education services in the area. iv- Enter into arrangements or joint ventures with the government authorities (municipal, local or otherwise) or any corporation, banks, financial concerns societies or private persons which may seem conducive to society�s objects or any of them and to obtain from any such government, authority, corporation, society or person any charters, contracts, rights, privileges and commissions which the society may think desirable and to carry on exercise and comply with any such charters, contracts, decrees, rights, privileges and concessions and to adopt all necessary measures for the attainment of the object(s). v- To inculcate the spirit of co-operation and provide educational and residential facilities to the members and employees and their children. vi- To pay dividends on shares held by the members out of the profits in accordance with the decision of the General Body and the applicable laws. vii- Participate in poverty alleviation programmes of the Government by providing employment to the skilled, semi-skilled and un-skilled labour of the area. viii- Do all or any such social, economic, cultural and civic activities which may improve the quality of life of Society�s members, their families and employees of all the Institutions set up by the society and also to do all other acts which are considered to be helpful in the furtherance of the objects of the society. ix- To borrow funds from banks, financial institutions, individual members of the society for purpose of financing society�s projects and to pay mark-up on the borrowings as per mutually agreed terms. x- To finance, projects duly established by members, on profit sharing basis so as all the members of the society are benefited. xi- To become member of national or international bodies which may be supportive of cooperative movement and other social action programmes for the furtherance of society�s objectives. 4- AREA OF OPERATION The area of operation of the society will be entire Punjab extendable to other Provinces under the Act. 5- MEMBERSHIP Members of the society may be drawn from persons of Pakistani domicile from all the provinces of Pakistan including expatriates of Pakistan origin but shall be confined to: a)- All those founding members who hold at least one share at the time of registration of the society and shall eventually hold at least 250 shares of Rs.2,000/- as promoter members under the bye-laws. b)- Graduate and post-graduate degree holders in all fields of medical sciences, teaching, engineering and any other professions including condition at clause-5 (a). c)- Graduate and post-graduate degree holders in different subjects of sciences, arts, social sciences etc. including condition at clause-5 (a). d)- Diploma holders in all fields of para-medics, engineering and other professions including condition at 5(a). e- Industrialists, business executives, technologists and services providers who may not be holding university degrees etc but whose skills, expertise and funds may be of great benefit to the society including condition at Clause �5 (a). f)- Any other person(s) considered to be useful for the attainment of the objects and management of the society which may include persons other than mentioned in (a) to (e) above provided he / she holds minimum 250 shares of Rs.2,000/- each. However, this category of member may not hold any position in board of Directors unless he/she buys minimum number of qualifying 250 shares of Rs.2,000/- each and his membership is ratified by the General Body. 6- ADMISSION OF MEMBERSHIP Besides those who have joined in the application for registration, persons may be admitted to the membership of the society by the general Body on the recommendation of the Board of Directors. No person shall be a member of the Society unless a)- In the case of an individual, he/she has completed 18 years of the age, has National I.D.Card or has Pakistan origin card and bears good moral character or is a major heir of a deceased member. b)- He/she has paid full value of at least 250 shares of Rs.2,000/- each and paid Rs.1000/- (nonrefundable) as admission fee and signed the Membership Form. c)- He/she has applied for membership in writing on the prescribed form and has been `admitted on transfer of shares in his/her favour or after the death of a member as a legal heir or successor-in-interest or nominee of the deceased member or otherwise in accordance with these Bye-laws. 7- WITHDRAWAL FROM MEMBERSHIP: Any member may withdraw his/her membership by giving one month notice in writing to the Secretary General of the Society. The Share money less his/her liabilities as member will be refunded. However, he/she may not be refunded earlier than one year from his/her ceasing to be a member of the Society. However, refund can be made earlier also depending upon society�s cash flow. 8- NOMINATION BY MEMBERS: Every member may, in writing, nominate a person to whom the whole of his/her share or interest or specified part thereof may be paid or transferred in the event of his/her death, subject to the conditions laid down in Rule 21 of the Cooperative Rules. Share holding of the deceased member shall be transferred by the Board in favour of the nominee after making necessary adjustment of the liabilities of the deceased, if any. If there is no person so nominated, then the amount standing at his/her credit in the shares or dividends or deposits shall be paid to the person or such persons as may appear to the Board to be the heirs or legal representatives of the deceased member or on his/her/they executing an indemnity bond if he/she/they be a member or members of the Society. The Society may pay the dues to such nominee, under Section 27 of the Cooperative Societies Act, 1925 and prevailing state laws. 9- MEMBERSHIP SHALL BE TERMINATED BY: i.. death ii. ceasing to hold qualifying number of shares. iii. withdrawal after one months notice to the Secretary provided the member has no liability towards the society. iv. who becomes of unsound mind. v. convicted by the Court of law for the imprisonment of six months or more. 10- A MEMBER MAY BE EXPELLED i. Failure to maintain the number of required shares, pay society�s charges, municipal charges or debts due from him to the society. ii. Failure to obey lawful orders of the Board of Directors or any properly appointed sub-committee or doing such acts which bring bad name to the society or to vilify victimize or blame Board of Directors without tangible proofs or resort to black-mail of the office-bearers by word of mouth or writing. iii. Conviction for a criminal offence involving dishonesty or moral turpitude and resulting in imprisonment for 6 months or more. 10(a) Before taking any action in accordance with above stated provisions of Bye-laws No.9, the Board of Directors shall give a 21 days notice to a defaulting member. After the expiry of the notice, if a member does not rectify fault(s) or remains in arrears or does not comply with the decision of the Board of Director, the President shall be fully competent to impose fines, penalties and/or disconnect the amenities being provided by the society. Even after 30 days of the Society�s penal action, if a member does not abide by the society�s rules and regulation, Board�s decision or lawful orders of the General Secretary, the Board may expel that member with subsequent approval of the general meeting. 10(b) An expelled member may be readmitted by a 2/3rd majority of the members present at a General Body Meeting and voting provided the expelled member submits a written request to the Board of Directors. 11- BOARD OF DIRECTORS (THE BOARD). 1)- The Board shall have a Founder Chairman who may not be responsible for any actions or decision of the Board of Directors. He will not be required to vote, he may chair the meetings of the Board. The Chairman may not be required to hold number of shares to qualify as a voting director of the Board. He will be the Chief patron and the guide of the society. In case of the removal or resignation of the Founder Chairman, the society may choose a Chief Patron with the concurrence of the Board of Directors and subsequent ratification of the general body. 2)- The affairs of the society shall be managed by a Board of Directors (Board) comprising not more than 13 Directors elected from amongst the sponsoring members of the society. The Board shall include a President, two Vice Presidents, a Secretary General a Joint Secretary and a Director Finance and 7 other Directors. The general meeting, however, by a decision of the majority of the members present in a meeting, may decide to elect any person as director on the Board other than President, Vice President, Secretary General, Joint Secretary General and Director Finance from among the members other than the promoters but their ratio will not be more than � (one half) of the total number of the Board. 3)- The members of the Board shall be elected from amongst the members who will be required to hold at least 250 shares of Rs.2,000/- each in accordance with bye-law 5(a) for a term of 7 years. 1/3rd members shall retire annually on completion of first seven years term. After election of the Directors and vacancies so occurring on the `Board shall be filled in through election in the General Meeting in the prescribed manner and rules of election to be framed by the Board of Directors and subsequently confirmed by the General Body and approved by the Registrar. The retiring members shall be eligible for re-election. The first board of directors will be elected from among the sponsoring members who will be given 3 years grace period to hold mandatory number of 250 shares of Rs.2,000/- each. 1/3rd retiring members will be chosen by open draws after completion of 7 years full term of First Board of Directors. 12- ELIGIBILITY FOR ELECTION a)- No member holding less than 250 shares of the value of Rs.2,000/-each and making an investment of not less than Rupees half million shall be eligible to contest election to the Board. However, the election of first board of directors will be governed by bye-law No.11(2) and (3). b)- Members mentioned in sub-section (A) having additional qualification than required for membership and their length of previous experience, if any, in managing the affairs of a hospital/school/college/institution/service industry or any enterprise undertaken by the society in the public or private sector may be given preference in election over a member holding diploma, graduate and postgraduate degrees but no experience of management. This means a member who fulfills financial condition to be on the Board of Directors but does not have experience to run any of society�s ventures may not be preferred over a member who fulfills financial condition but also has experience to manage society�s any venture. 13- DIS-QUALIFICATION OF DIRECTORS: A Director shall cease to hold Office: a)- If he/she ceases to be a member of the society. b)- If he/she ceases to hold a minimum limit of shares and does not make minimum investment in the business of society as per bye-laws. c)- If he/she resigns and his/her resignation is finally accepted by the Board of Directors. d)- If he/she absents himself/herself without written leave from the Chairman/President for four consecutive meetings of the Board. e)- If he/she does not pay society�s dues within three months of the date of demand. f)- In case he/she applies for insolvency or is found to be a minor or a lunatic or of unsound mind. g)- If he/she becomes bankrupt or is declared insolvent by the competent court or declared a defaulter by a financial institution. h)- If he/she is convicted of an offence involving moral turpitude. .i)- If he/she indulges in baseless or malafide vilification against any board member by a word of mouth or in writing. J)- If a simple majority of the AGM passes a vote of NO CONFIDENCE against a sitting director for any reasons whatsoever. 14- ALLOWANCES TO OFFICE BEARER(S) OR WORKING DIRECTORS The President, Vice-President, Secretary or joint Secretary General or Director Finance or any of Directors may be paid allowances and benefits according to their experience, devotion of time and their present or past monetary benefits elsewhere provided that: a. The incumbent devotes full time in the service .of the society. b. Possesses requisite experience and/or qualifications to handle society�s projects. c. The monthly allowances, compensation, benefits or perks do not exceed 15% of the share-holding by the incumbent office bearer/director. d. The society is financially strong enough to pay allowances and benefits. e. Till the society is financially productive and is able to generate dividends for the share-holders, any working office bearer or director(s) may be paid an interim compensation, benefit(s) etc to be decided by the Board of Directors. f. Till such time the society becomes operational and any of its project comes on the ground, no sitting allowance will be permissible to any Board member. g. A sitting honorarium upto Rs.3000/- per member per board meeting may be permissible to those Directors who attend the meeting. 15- PAYMENT / ALLOWANCES TO HEADS OF SOCIETY�S PROJECTS Any member of the society, even if he is not in the Board of Directors, may be appointed as Chief Executive Officer of a Project provided he/she has requisite qualification, experience and at least 1/20th stake in cost of the Project. The BOD will appoint such a CEO and get subsequent approval of the General Body. The CEO of any Project of the Society will be entitled for emoluments, benefits and/or perks as may be deemed suitable by the Board of Directors of the Society. 16- THE GENERAL MEETING The supreme authority shall vest in the general meeting which shall be held at least once a year within a period of 3 months after the completion of annual audit of the society�s accounts or as soon thereafter as may be found practicable or at other time when summoned by the Registrar or the managing Board of their own motion or on requisition in writing by not less than 1/3rd of the total members. 17)- The General Meeting and the meetings of the Board of Directors may be held at society�s registered office or anywhere convenient for the members to meet and transact business. The founder Chairman, the President, in his absence the vice President, shall preside over the meetings. In their absence any member elected by a majority of the present members shall preside. 18)- At least 15 days notice of General Body meeting shall be given alongwith detail of agenda items to be discussed in the General Body Meeting. Notice shall be served in the following manner:- i. Under postal Certificate on the last recorded address. ii. Announcement through any National Newspaper. 19)- Following business shall be transacted by the General Meeting:- i. Amendment of Bye-laws by 2/3rd majority of members present ii. Election, suspension and removal of a member(s) of the Board of Directors iii. Consideration of the audit and inspection notes of the registrar. iv. Expulsion and admission of a member under the provision of these bye-laws. v. Affiliation to any other body. vi. Consideration of accounts and allotment of budget to respective projects of the society. vii. Prescription of any scales and allowances for the employees or contractual workers. viii. Disposal of dividends/profits in accordance with the law. 20)- Q U O R U M Presence of at least 1/3rd of the total members or 25 (whichever is less) is necessary to transact business at a General Body Meeting. When society�s membership exceeds 1000 then at least 100 members or more shall make the Quorum. AMENDMENT OF BYE-LAWS a. Each member shall have only one vote. No proxy shall be allowed. Any member who is in arrears of any dues of the society shall not have the right to vote. b. All business discussed or decided shall be recorded and signed by the president of the meeting and shall be available for study by any member. c. No matter out side the agenda shall be discussed in the meeting except with the permission of the president of the meeting or by demand of the majority of the members present in the meeting. 21)- Meeting of the Managing Board It shall be held whenever and wherever necessary. The attendance of at least 5 members of the Managing Board shall be required for the disposal of business. The members of the Board of Directors may be allowed conveyance/travel and boarding expenses and a sitting fees as per bye-laws. The President or in his absence the Vice President shall preside over the meetings. In the absence of the President and the Vice President, any of the members of the managing committee may preside. 22- THE POWERS OF BOARD OF DIRECTORS The Board of Directors shall exercise all powers of the Society except those reserved for the General Meetings. It shall in particular have the following powers and duties:- i. To observe the provisions of the Cooperative Societies Act 1925, rules framed thereunder and the bye-laws of the society. ii. To appoint, suspend and dismiss paid staff of the society drawing basic salary upto rs.50,000/- per month. iii. To appoint, suspend, dismiss or terminate an employee drawing more than Rs.50,000/- P.M. but with subsequent approval of the general meeting. iv. To frame rules and regulations for achieving the laid-down objectives of the society. v. Preparing Budget of the society and controlling the income and expenditure according to the budget. vi. Making and preparing feasibility reports of Industrial/Agricultural/Commercial projects, preparing plans for residential colonies, children�s schools and other social welfare activities of the members and their families. vii. Determination of contributions, taxes, cesses and service charges and methods of their recoveries. viii. Imposition of fines and penalties on account of any infringement of bye-laws or the rules of the society. ix. To admit new members and to keep up-to-date register of members for the inspection of any authorized person. x. To examine accounts, sanction contingent expenses and keep imprest with the General Secretary. To sell, purchase, mortgage, transfer, acquire moveable and immoveable property. xi. To appoint sub-committees, to issue new shares and transfer hereof, to enter into agreements/contracts through Society�s General Secretary and summon general meetings. xii. To fill vacancies by cooption arising in the managing Board subject to subsequent approval by the next general meeting. xiii. To accept or reject resignations of its members. xiv. To assist the registrar cooperative societies in the audit and inspection of the affairs of the society. xv. To open society�s accounts in any bank or post office or a recognized institution which gives favourable terms to the society. xvi. Any or all such functions which are conducive to the Socio-economic betterment of society�s members and which are not specifically mentioned in these bye-laws. xvii. All decisions of the Board of Directors shall be executed by the President and/or the General Secretary and in their absence by the Vice President and/or Joint Secretary. The administration of Society�s offices shall be run by the General Secretary assisted by Joint Secretary and the staff. xviii. The proceedings of the managing Board shall be recorded in the minute books of the society and the President/Vice President shall verify the proceedings. xix. To frame rules and regulations for the smooth running of the projects of the society and to decide payment of dividends/profits to society�s members as per section 38, 39 & section 40 of the cooperative Act. 23)- No decision of the Managing Board or a sub-committee shall be invalidated merely because of any defect that may be discovered afterwords in appointment or the constitution of the committee or a member of the managing committee. 24)- For reasons to be recorded, the registrar may suspend the execution of any resolutions or orders of the managing Board if in his opinion the order is illegal or is likely to waste or damage society�s funds or property. However, the Board may move the registrar for review. BANK ACCOUNTS 25)- The Bank accounts shall be operated by President and/or Vice President, Jointly with General Secretary and/or Joint Secretary and or Finance Director. Under special circumstances, the managing Board may authorize any two of its members to operate society�s accounts. 26.)- Profits of the Society Profit shall be distributed amongst members proportionate to their share-holding and subject to the provisions of the Cooperative Societies act 1925 and any amendments made therein. 27- STAFF WELFARE & PROVIDENT FUND: Every member and employee of the society may contribute to Staff Provident and/or Welfare Fund, whenever it is established, at a rate and in the manner determined by the Board from time to time. The deposit under this head shall be used to meet the expenses of medical treatment, group insurance of members or employees and their spouses and dependents or on any other purpose as may be decided by the Board of Directors for the welfare of the members and the staff of the society under the provisions of Section-41 of the Cooperative Act 1925. R E G I S T E R S 28)-The following registers and papers shall be maintained and open to inspection by authorized persons. i. A register of members showing the name, addresses and occupation of every member, the number of shares held by him, the date of his admission to membership and nominee appointed by him. ii. A cash book showing income, expenditure and blance on each day on which any business of the society is one. iii. A ledger account of each member depositor and creditor and of miscellaneous and contingent expenditure. iv. A register showing the property held by the society. v. Minutes Books. vi. A register showing the development schedule and its timely execution. vii. Any registers, book, electronic record which may be conducive to transparent working of the society and its projects. G E N E R A L 29)- All members when signing the application form for admission shall undertake to abide by society�s Bye-Laws and other regulations of the society which are framed by the managing committee from time to time. 30)- No member shall be allowed to offer himself for election to the Board of Directors unless he/she:- .i. Is not in arrears and holds at least 250 shares with a total value of Rs.500,000/-. ii. Qualifies as a voter in accordance with society�s by-laws. 31)- No member can transfer his/her plot/house/shares to any person without a written no objection certificate from the society and a transfer fee which will be decided by the Board of Directors from time to time with subsequent approval of the General Meeting. 32)- All disputes concerning the business of the society shall be referred to the Registrar under section 54 of the Cooperative Societies Act 1925. 33)- No resolution can be brought at a general meeting disturbing the election of the office bearers within one year of the date of such election. No resolution can be brought for canceling a previous resolution of the general body unless one clear year expired after the passing of the original resolution. 34-AUDIT i)- The accounts of the society shall be audited at lest once a year by an auditor appointed by the Registrar. ii)- The society shall pay such contributions to the Punjab Cooperative Union Limited as may be fixed by the later 35-LIQUIDATION The society shall be liquidated only by the order of the Registrar under Section 47 & 48 of the Cooperative Societies Act 1925. After discharging the liabilities of the society, any surplus funds shall be distributed to the members of the society as per value of shares held by them. 36-MANAGEMENT OF VARIOUS PROJECTS OF THE SOCIETY i. The society, being multipurpose, can undertake any business activity which may generate adequate income for the share holders. All such businesses will be scrutinized and approved by the Board of Directors. ii The board of Directors may assign the management of the project to any of its directors or it may nominate any member of the society who has: a. Relevant expertise to establish & run the project and b. Has contributed in the cost of the project not less than 1/20th of its capital cost. iii. All such persons or a member of Board of Directors will be adequately paid for his/her services and the responsibilities to successfully operate the project. 37-MONITORING OF PROJECTS If the registrar so desires, he may appoint any independent consultant from a panel of at least 7 consultants to carry out periodical/annual evaluation and monitoring of any project undertaken by the society. The consultancy fee shall be as per market rates and paid by the society. 38- TRANSFER OF SHARES: A member may transfer his/her shares with the approval of the Board of Directors to another person who applies for and is eligible for membership provided the member transfers all his/her shares. Partial transfer of shares shall not be allowed except in the case where legal heirs of a deceased member are allowed to hold partial shares by a court of law. But the voting right will remain only with that legal heir who fulfills all conditions of a regular member. All transfer of shares shall be subject to the approval of the General Body of the Society on payment of a transfer fee by the transferee of the shares and to be decided by Board of Directors. 39- LIABILITY The liability of the members shall be limited to 10 times the value of shares purchased. 40-(a). THE CAPITAL AND FINANCES The capital shall consist of:- i. Admission fee. ii. Shares iii. Deposits from members. iv. Realized profits v. Loans, donations and grants from Government or other agencies and non-members under the law. vi. Fees, fines, penalties, damages etc, which are previously approved by the Registrar. vii. Reserve and other funds. viii. Other sources which the management thinks appropriate. ix. Income received from movable and immovable properties. x. Aid from foreign governments or institutions which will be received only after the prior approval of Registrar Cooperatives Punjab. xi. Such contribution and charges from members which are passed in the General Meeting. 40-(b) RESERVED FUND Each year the society will keep 1/10th of its net profits as Reserve Funds which will be indivisible. This reserve fund can be utilized in the business of the society or can be invested as provided in Section-37 of Cooperative Societies Act 1925. The shares shall be transferable or repaid only as provided in the law. We the founding members of Pakistan Multipurpose Cooperative Society have carefully read the above mentioned proposed bye-laws of the Society and we have signed the list of promoting members as a token of our approval of the bye-laws. |
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| PARK, IZMIR |
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