NAME AND AREA OF OPERATION

This Society shall be called Queensway Savings and Credit Co-operative Society Limited; herein after referred in these By-laws as “the society” and its area of operation shall be the Republic of Kenya.

 REGISTERED ADDRESS

The registered office of the Society shall be at Parklands, Ojijo Plaza, Ojijo Road Nairobi and the address shall be P.O Box 48165, 00100 Nairobi. Notice of any change of address shall be given to the Commissioner of Co-operative Development and Marketing and all members of the society.

 DEFINITIONS/INTERPRETATIONS

In these by-laws, unless the context otherwise suggests, words and phrases shall be defined/interpreted with the Co-operative Societies act No.12 of 1997(Amended 2004) and the Co-operative Societies Rules 2004 made there under; herein after referred to as “the Act” and ”the” Rules respectively.

1. Commissioner-means the commissioner for Co-operative Development and Marketing.
2. Sacco– means Savings and Credit Co-operative Society Limited.
3. Tribunal – means the Co-operative Tribunal established under section 77 of the act to hear and determine disputes under the Act and the rules.
4. Capital– means the permanent members equity in the form of common equity in the form. Common Stock and include all disclosed reserves, retained earnings, grant or donations.
5. Apex society– means the Kenya Federation of Co-operatives Limited formed at the national level by the:-Co-operative Movement in Kenya and registered   under this act to promote Co-operative Development and represent the interest of co-operative Societies locally and internationally.
6. Date of dissolution– means the date on which the Commissioner’s order cancelling the registration of Co-operative Society takes effect.
7. Deposit– means a sum of money which shall be paid on terms, which it shall be repaid with, or without interest or premium, and either demand or at a time or in circumstances agreed  by or on behalf of the person making the society to receive  it at the risk of the society receiving it.
8. Share– means the amount represented by a member’s portion in the equity or a society as a co-owner.
9. Special resolution– means a resolution passed by two thirds of the members present.
10. Supervisory resolution– means an oversight committee elected at a general meeting. Any question concerning interpretation of these By-laws or any matters not provided for therein, errors and omissions shall be referred to the Commissioner whose decisions thereon shall be final and conclusive.
11. Accounts– includes the society’s financial statements, whether prepared in form of accounts or not.
12. Cash reserve– means a cash reserve created for the purpose stated under that by-law.

OBJECTS

The objects which the society shall be established are:-

1. To encourage thrift among its members by affording them an opportunity for accumulating their savings.
2. To create a source of funds at a fair and reasonable rate of interest.
3. To provide an opportunity for each of its members to improve the members respective economic and social condition.
4. To provide members with credit for provident and productive purposes.
5. To offer members complementary savings and credit services and other financial products as may be required by members from time to time.
6. To ensure progress of members by educating them continuously on the proper use of credit.
7. To perform the function and exercise the powers by savings and credit Co-operative societies under the applicable laws for the benefit of the members.

VALUES

The Co-operatives are based on the values of self-help, mutual responsibility, equality and equity. They practice honesty, openness and social responsibility and in all their activities.

 CO-OPERATIVE PRINCIPLES

In order to achieve the objectives for which it is established, the society shall practice the following principles:-

1. Voluntary and open membership.
2. Democratic member control.
3. Economic participation by members.
4. Autonomy and independence.
5. Education, training and information.
6. Concern for the community in general.
7. Co-operation among co-operatives.

MEMBERSHIP

Membership Eligibility.

1. A person of either sex shall be eligible for membership if he/she possesses the following qualifications:-
   1. Is within the field of membership consisting of the following common bond.
   2. Employees of Price Water House Coopers and Radio Africa Limited.

• Former members who may have resigned and have shares and deposits in the Sacco.

1. Any other person employed by an organization registered in Kenya and is capable of making regular contributions to the society and fulfills loan repayment requirements as set out and approved by the Sacco Management Committee.

1. Is not less than 18 years of age
2. Is not a member of another Sacco in the country.
3. Has not been convicted of a criminal offence involving fraud or dishonesty.
4. Is of good character and sound mind.
5. Is an employee of the Sacco and not a member of any other Sacco within the Sacco’s area of operation.

 Membership composition.

Members shall consist of:-

1. Original members who signed the application for registration.
2. New members subsequently admitted in accordance with these By-Laws.

 Application into membership

Every applicant for membership shall complete an “Application for membership” form. This form shall be drawn so as to show the information required for purpose of registration of members.

 Admission to membership

An applicant shall be admitted into membership on being accepted by a majority vote of the managing committee but shall not qualify for the rights and privileges of membership until he/she has paid an entrance fee of Kshs 1,000 and Capital of Kshs 5,000 paid in for at least Two Hundred and Fifty (250) shares of Kshs 20 each or such other minimum shares as shall be fixed by the General Meeting from time to time. Upon admission to membership, the secretary shall cause the name and relevant particular of qualified applicant to be entered in the register of members.

Member number

A number shall be assigned to each member as a means of identifying his/her account with the society.

 Cessation of membership.

Membership in the society shall be terminated upon:-

1. Voluntary resignation by a member.
2. Death of a member.
3. Expulsion from membership.
4. Becoming of unsound mind.
5. Acting contrary to the relevant provisions of the Act, Rules and the By-Laws.
6. Losing any qualifications set out in these By-Laws.
7. Withdrawing all his/her share holdings.

A member may not be disqualified on ground of transfer or retirement.

Refusal of membership

The Management Committee may refuse membership to any applicant giving him or her reason for the refusal in writing provided the person whose membership has been refused, if aggrieved by the decision shall have the right to appeal to the next General Meeting through a registered member. The decision of the General Meeting on the matter shall be final.

Members’ personal statement

Every member shall receive regular statements at least once every quarter of a year, which shall contain particulars of his/her membership, shares deposit and loan transactions with the society.

NOMINEES

1. Every member shall nominate one or more persons in writing as his/her nominees to whom on his/her death, shares, deposits, or other deposits shall be vested and such appointments shall be attested by two witnesses who are members of the society and thereafter, the names of such nominees shall be entered in the member’s nominee register  provided that a member shall have the right to change his/her nominee(s) in writing and signed by the member in the presence of two attesting witness who are members of the society.
2. No member of the society shall be entitled to appoint more unless that member holds more than one share.
3. Where more than one nominee is appointed by any member, the number of shares to be transferred to each of these nominees shall be specified at the time of the appointed.
4. In the event of any person so nominated dying or of the member desiring to cancel any such nomination, the member may nominate another person in the same manner and necessary alterations shall be made in the register of members.

Payment to nominees

1. In the event of death of a member, the society after satisfying itself and after obtaining such documentary proof of the death of a member as it may consider necessary, shall pay the nominee the value deceased member’s shares, deposits, interest and dividend after deducting such sums as may be due by the member to the society as soon as possible.
2. If for any reason on the death of a member a nominee does not exist, the society may pay any money due deceased member to the personal representative or recognized heirs of that deceased member.

Discharge of Nominee

After paying the nominee(s) the value of the deceased member’s shares, deposits or interests, less any sums due to the latter to the society the nominee’s obligations by the society shall be discharged.

 Membership rights

Subject to these By-Laws, policies ,policies, standards, values and procedures, all members shall have the right to use the society’s services and exercise the rights established by the Act, the rules and the by-laws/The members are entitled to but not limited to:-

1. Receive, periodically and regularly, or upon request, and at least once a year, a statement of accounts containing a record of the members’ credit and debit transactions.
2. Enjoy representations at Annual General Meeting. Each member shall have one vote irrespective of shareholding.
3. Elect or be elected as a committee member of the Sacco Society unless otherwise prohibited by any other law or these By-Laws.
4. Use the Sacco Society’s services according to the policies and procedures approved by the Management Committee.
5. Submit projects or initiatives to the Management Committee for the improvement of the Sacco Society services.
6. All other rights as prescribed by the Act and Rules.

 Membership obligations

Members of the Sacco are obliged to:-

1. Attend meetings and take part in decision making.
2. Show good co-operative spirit.
3. Inform non-members who qualify and encourage them to join.
4. Bring out solutions affecting the Sacco and look for solutions.
5. Participate in Sacco projects both physically and financially.
6. Attend educational meetings and seminars organized by the Sacco or any other organizations approved by the Management Committee.
7. Make use of the service of the Sacco as stated in the objects of the Sacco.
8. Comply with the act, Rules, By-laws and General Meetings Resolutions.

Voluntary withdrawal

Members with no liability or outstanding obligations on other accounts and no outstanding collateral or guarantee for other members’ loans may withdraw from membership at any time without losing vested rights. In spite of losing their status as members, individuals who have withdrawn from membership but still have outstanding loan balances or outstanding guarantees for other members’ loans shall continue being responsible for their respective obligations unless alternative arrangements acceptable to the society are made.

Notice of voluntary withdrawal

A member may at any time withdrawal from the society by giving 60 days written notice to the society during which time the society will settle the members’ accounts and refund the members shares, deposits and any other amounts due to him or her.

Suspension

The Management Committee may suspend a member who:-

1. Willfully refuses to comply with the society’s By-Laws, policies and contracts, and persists in such refusal or failure.
2. Willfully defaults in the payment of loans or part payment due for a period exceeding one month.
3. Acts in any way detrimental to the society’s interest or for other just cause.
4. Is convicted in a court for Criminal offence involving dishonesty or imprisoned for any other offence for three months or more.
5. Any other reason approved by the General Meeting.

Expulsion procedure

1. Upon formal or written announcement and proof the a member has committed a violation punishable by expulsion, the Management Committee shall provide written notice to the member stating the reason(s) for the proposed expulsion, and grant the member 30 days to prepare a defense.
2. Upon expiry of 30 days and taking into consideration the member’s defense the Management Committee shall initiate an administrative inquiry and take a decision on its finding within 15 days.
3. A member so suspended by the Management Committee shall have the right to appeal at the next Annual General Meeting provided the notice and grounds of such appeal have been filed with Honorary Secretary not less than 30 days before the meeting. The decision of the General Meeting shall be final.
4. The Management Committee shall make an official announcement regarding any member who is suspended.
5. A member who is suspended from the society shall have the right to appeal against such suspension in the next General Meeting.

Payment resulting from withdrawal, terminations or expulsion from a member.

1. Withdrawal, suspension or termination of membership will not exonerate a member a member from any existing personal or membership liability.
2. A member who withdrawals or is suspended shall be repaid the following amounts after deductions of any debts owed by him/her to the Sacco Society as borrower, endorser, guarantor or otherwise:
   1. The nominal or book value of shares whichever is less provided that the management committee may require a maximum of 60 days written notice of intention to withdraw shares.
   2. Any dividends or interest due to him on the date membership ceased.

• Any deposits or any other sums held by the society on the member’s behalf.

1. Members who voluntarily withdraw or may reapply for admission. In such circumstances the entrance fees will be Kshs. 1000 if the application is approved.

SOCIETY’S FUND

The funds of the Society shall consist of:-

1. Entrance fees of Kshs.1,000.
2. An unlimited number of shares to the value of Kshs.20 each
3. Deposits or loans from member or non-members.
4. Such Reserve Funds as may be kept by the society.
5. Any surplus resulting from operations of the society.
6. Any donations, grants, gifts from other bodies, organizations and individuals.
7. Funds obtained from other lawful miscellaneous sources.

 Application funds

The funds of the Society shall only be applied to the promotion of the stated objects and purposes of the society as set forth in these By-Laws.

SHARES

The nominal value of each value of each share shall be Kshs. 20 and every member shall hold at least two hundred and fifty (250) shares in the society, of each Kshs. 20 or such other minimum as shall be fixed by the Annual General Meeting from time to time. No member to own more than one fifth of total shares in the society.

Purchase of shares

Any may be accepted towards the purchase of shares, provided however, that the management committee may fix minimum amount that may be paid at any one time subject to approval by the Annual General Meeting.

Transfer of shares

1. With approval of the management committee a member may at any time transfer his/her shares to another member but not to any other person. Such transfers must be in writing and nominal value.
2. All transfers of shares must be registered with the secretary and no transfer shall be valid unless so registered. A transfer fee of Kshs. 1,000 shall be payable.

 Notice of intention to withdraw

The Management Committee shall have the right at any time, to require members to give up to 60 days written notice of intention to withdraw shares in whole.

Liability of members

The liability of a member shall be limited to the nominal value of shares held by him/her.

In the event of liquidation, where available funds are insufficient to pay, the full nominal value of the shares held by the members, the funds shall be distributed pro-rata among the shareholders according to the number of shares held by each.

 POWER TO BORROW

1. Loans may be obtained from members and non-members subject to the maximum approved by the Annual General Meeting.
2. For the necessary security of any loans accepted by the society under paragraph (a) above, the society may grant a charge over its assets subject to approval by the commissioner who at any time may reduce it or impose such conditions as he may deem necessary.
3. Any charge created by the Society shall be registered with the Commissioner within 30 days. In default every officer of the society shall pay a fine not exceeding two thousand for every day of default.
4. Any member of the Society may appeal against the decision of the Minister within 30 days of such decision.

 Receipting of money

1. Money paid in or out on account of shares, deposits, loans, interests, fees or fines shall be evidenced by an entry in the member’s personal account or issuance of an official receipt in the name of the society.
2. Should the member’s Personal Account or other receipt given to the member by the Society be lost or destroyed, the member shall give immediate notice of such fact to the manager/management committee who may authorize for issue of duplicate member Personal Account or a duplicate receipt.
3. The treasurer may require the member to sign an indemnity to protect the society against any loss due to the issuance of such duplicate.

 RESERVE FUND

1. In pursuance of the Provisions of Sec.47 Act, the society shall pay one fifth (20%) of its net surplus resulting from operations during the financial year to the Reserve fund.
2. The Reserve Fund of the society shall be invested or deposited in the manner provided for in Sec.45 of the Act and the Rules.
3. No withdrawals shall be made from the Reserve Fund of a Co-operative society without consent in writing of the Commissioner and any such withdrawals shall be made good from the net available fund and available fund according to the society if the commissioner so directs.
4. The Reserve Fund shall be kept in separate account to be known as the Reserve Fund account.
5. The Reserve fund shall be indivisible and no member shall be entitled to claim a specified sum of it.
6. The society shall cause an annual audit of the Reserve Fund account.
7. On dissolution of the society, the Reserve Fund shall be applied for in the manner provided for in the Act and Rule 38.

ANNUAL GENERAL MEETING

The supreme authority shall be vested in the General Meeting. Such meetings shall be held as follows:-

1. Four months after the end of each financial year.
2. It shall be convened by at least fifteen days written notice to the members.
3. Functions of the Annual General Meeting.
4. At the Annual General Meeting of the society, the members shall:-
5. Consider and confirm the Minutes of the last General Meeting.
6. Consider any reports of the Committee or the Commissioner.
7. Consider and adopt audited accounts.
8. Determine the manner in which any available surplus is to be distributed or invested.
9. Elect the Co-operative Society’s office bearers for the ensuing year; and
10. Determine, where necessary, the maximum borrowing power of the society.
11. Transact any other general business of the Co-operative Society of which notice has been given to members in the manner prescribed in these by-laws.

Special General Meeting

A special General Meeting of a Co-operative society may be convened:-

1. By the Committee for the purpose of approving annual estimates or discussing any urgent matter which the committee’s opinion is in the interest of the Co-operative society.
2. On receipt of a written notice for such meeting signed by at least twenty (20) or a 1/5 of the total members of the society as may be prescribed in the rules and stating the objects and reasons for calling the meeting.
3. If the committee fails to convene a meeting within fifteen days of receiving the notice under by-law 37(b), the members demanding the meeting may themselves convene the meeting by giving to the other members of the Co-operative society stating the objectives and reasons for the meeting and the fact that the committee has failed to convene the meeting.
4. The Commissioner may convene a special General Meeting of a society at which he may direct the matters to be discussed at the meeting. The Commissioner shall preside at any meeting convened by him.

 Quorum

Accept when convened by the Commissioner, presence of at least three quarters of the total number of members shall constitute quorum for the conduct of the business at a General Meeting. When a Quorum is not attained, the chairman shall adjourn the meeting which shall be advertised as prescribed in these By-Laws. If at such a meeting a quorum is not again attained, the chairman shall declare the meeting open with those present, one-half hour after the advertised time of the meeting.

Required majority

1. The motion to revoke a specific decision taken by the Management Committee or to remove a committee member from office must be seconded by a minimum of five members.
2. Amendments of these By-Laws shall be approved by a vote of the majority of members present at the meeting.
3. Any other motion shall be approved by simple majority of votes.

Enforcement of a decision

Any decision taken by the General Meeting shall be binding to all members present, absent and objecting.

 Minutes

All business discussed at the General Meeting shall be recorded in a minute book which, within one week of the meeting, shall be signed by the chairman of the meeting. And at least one other Committee member who was present at the meeting to verify that in their opinion, the minutes are true and complete record of all important matters which were discussed or decided at the meeting. At the next meeting, after approving all alterations to the original record, the meeting shall by resolution authorize the chairman to sign and date the final record.

 MANAGEMENT COMMITTEE

The Management Committee shall be elected by and from the membership and shall consist of a minimum of five and not more than nine.

 ELIGIBILITY OF MEMBERS

No person shall be eligible for membership of a committee of the Co-operative society or remain a member of such committee if he/she:-

1. Is not a member of the Co-operative Society.
2. Is under eighteen years of age.
3. is unable to read and write
4. Receives any remuneration, salary or other payment from the Co-operative Society save accordance with the Act.
5. Being a member of a Co-operative Society that lends money to its members, lends money on his own account.
6. Has not within thirty days of being appointed, declared his wealth in the prescribed manner
7. Is an undischarged bankrupt.
8. Is of unsound mind.
9. Has been adversely named by the commissioner in an inquiry report adopted by a general meeting for mismanagement or corrupt practices while a member of the committee.
10. Has been convicted of any offence involving dishonesty or is sentenced to imprisonment for a term exceeding three months.
11. Has been convicted of any offence under offence under the Co-operative act and rules.
12. Has any uncleared debt owing to a Co-operative Society at the end of its financial year other than in respect of a loan under the provision of any rules made by these by-laws.
13. Is a person against whom any amount of money is due under a decree, decision or order or is pending recovery under the Co-operative Act.

 Functions and responsibilities of Management Committee

The management committee shall be the governing authority and subject to any directions from the general meeting, it shall direct the affairs of the society .Its procedure, powers and duties shall be as prescribed in the Act and Rules, and in particular, it shall:-

1. Observe in all its activities the Act, the Rules and these by-laws .
2. Generally direct and monitor the affairs of the society.
3. Act upon all application for membership officer is appointed to do so.
4. Ensure that all true and accurate records and accounts are kept of the society’s money, and its properties, capital reserves, liabilities, income and expenses.
5. File annual returns with the commissioner of Co-operatives.
6. Cause monthly returns for remittances to be submitted to the Commissioner.
7. Determine from time to time the interest rates on loans (subject to the maximum permitted by these By-laws the maximum maturities and terms of payment or amortization of loans to members and the maximum amounts that may loan with or without security to any member.
8. Lay before the Annual General Meeting, a balance sheet and final account.
9. Recommend proposals to the Annual General Meeting for disposing surplus.
10. Prepare and lay before the Annual General Meeting for adoption, the estimates of expenditure.
11. Fill vacancies occurring in the Managing Committee and the sub-committees between Annual General Meetings.
12. Authorize investment to the society.
13. Authorize the conveyance of property.
14. Authorize borrowing and lending operations of the society in accordance with the Act and Rules.
15. Employ, dismiss and fix the compensation of a manager and other employees as may be necessary to carry on the business of the society.
16. Impose fines.
17. Approve transfer of members between members.
18. Determine the interest rates which shall be paid on deposits and on borrowed money.
19. Supervise the collection of loans to members and authorize the write off of uncollectible accounts.
20. Affiliate the Society to an apex co-operative.
21. Perform such duties as members may from time to time direct.
22. Perform or authorize any actions consistent with the Act, Rules and these By- laws, unless specially reserved for the general meeting. If a member of the management committee fails to attend three consecutive meetings without being excused there from. or otherwise fails to perform his duties, his position may be declared vacant and  vacancy filled as provided in By-Laws.

LEGAL STANDARD OF CARE, INDEMNITY AND DECLARATION OF WEALTH

1. In the conduct of the affairs of a co-operative society, the members of the committee shall exercise the prudence and diligence of ordinary men of business and shall be held jointly and severally liable for any losses sustained through any of their acts which are contrary to the Act, Rules and By –Laws of the society or the directions of any general meeting. The committee may delegate any of its duties to an officer or officer of the society but nothing shall absolve the committee from its responsibility of running the affairs of the co-operative society in proper and business-like manner.
2. Every committee member shall file an indemnity form whose amount the general meeting shall determine. It shall be filed with the commissioner within fourteen days of his/her election the committee.
3. Every committee member and other officers of the society shall within 30 days(thirty days) of being appointed into office, declare their wealth in the manner prescribed  by the commissioner.

DELEGATION OF DUTIES

The Management may delegate in writing to an officer or employee of the society such of its duties, as it deems necessary.

Nothing shall absolve the Management Committee from its responsibility of running the affairs of the society in proper and business-like- manner.

Records of the Management Committee

All business discussed or decided at Management Committee meetings shall be recorded in a minute book which, within one week of the meeting shall be signed by the chairman of the meeting and at least one other Management Committee member who was present at the meeting to verify that in their opinion, the minutes are true and complete record of all important matters which were discussed or decided at the meeting. At the next meeting after approving any alterations or variations, which may be written immediately below the above signatures, and not as alterations to the original record, the meeting shall authorize the chairman to sign and date the final record.

SUB-COMMITTEES

The Management may appoint from among themselves sub committees such as an Education Committee, investment committee, and such number of sub-committees, as the central Management Committee shall determine.

CREDIT COMMITTEE

The Credit Committee shall consist of three members of the management committee but none of whom shall be executive officers. The credit committee shall be chosen at a meeting of the management committee within 7 days after each annual general meeting.

The credit committee shall be people with unquestionable integrity. They should have strong financial and or credit management background.

Meetings of the credit committee

The Credit Committee shall hold such meetings as the business of the society may reasonably require, but not less frequently than less a month.

Duties of the credit committee

1. The Credit Committee shall keep records of its actions
2. The Credit Committee shall inquire fully and diligently into the character and financial conditions of each applicant for a loan and his guarantors if any, to ascertain his ability to repay fully and promptly the obligations incurred by him/her and to determine whether the loan is for a worthy purpose and will be of probable benefit to the borrower.
3. The credit committee will report shall report to the executive committee who may in turn refer the case to the management committee for adoption as the case may require but the executive committee shall consult the credit committee in case of a members peculiar case.
4. The credit committee shall report to the executive committee as the management committee may require.

EDUCATION COMMITTEE

The Education committee shall consist of three members of the management committee but none of whom shall be the executive officers except the vice –chairman of the society who shall be the chairman. It shall be upon the Education committee to elect its secretary and member.

 Duties of the Education Committee

The functions of the education committee shall be to:-

1. Organize, facilitate and promote members’ and committee members’ education.
2. Organize, promote and oversee staff training.
3. Ensure production and acquisition of literature including periodical magazines, or brochures.
4. Promote distributions and interpretation of these by-laws to members.
5. Arrange for education tours in liaison with other members of the Management Committee.
6. Advise the management committee and update members on all matters of education and information.
7. Ensure allocation of funds for educational purposes and apply the funds for the benefit of the society.
8. Prepare periodic reports on educational and information and publicize the same for the members
9. Identify, collect, disseminate and publish Co-operative news for the benefit of the society.
10. Perform any other duties assigned by the management committee.

 SUPERVISORY COMMITTEE

Without intervening in the administrative functions subject to its control and supervision, the Supervisory Committee is responsible for Sacco’s compliance and internal control and oversight. It is also responsible for the accuracy of the Sacco’s financial condition, and for making sure that the Sacco society’s administrative practices and procedures are adequate to safe guard the members rights and interests.

Its chairman shall convene meetings of the Supervisory Committee, which shall meet as often as it finds necessary to carry out the work efficiently. Their normal meeting shall be monthly and quarterly with the Management Committee. Honorarium and compensation to the Supervisory Committee shall be as approved by the general meeting. It shall be a compulsory in the internal supervision of the society.

 Election of the Supervisory Committee

The members at a General meeting shall elect a Supervisory Committee consisting of three members, each elected for a period of three years and one member of the Supervisory Committee shall retire annually. Any member of the supervisory committee may be removed by a resolution of a general meeting.

 Duties of the supervisory committee

The duties of the supervisory committee shall include:-

1. Verification of all transactions of the society
2. Writing periodic reports of its findings to be tabled at management committee meetings.
3. Submission of its reports to the commissioner.
4. Presenting its reports to the general meeting.

 Liability of the supervisory committee

Despite of its total independence from the Sacco’s administrators, the Supervisory Committee members are jointly liable for its non-performance of duties, whether resulting from the lack of supervision or negligence in noticing illegal and fraudulent. The supervisory committee shall not perform the duties or exercise any of the powers of the Management Committee of the society.

 Delegation to sub – committee

The management committee may delegate to the sub-committees such powers and duties under these By-Laws as it deems fit and proper.

 Vacation of office by a sub-committee member

A member of the Management Committee, or any other sub-committee shall cease to hold office if he/she ceases to be a member of the society or by resignation or removal from the Management Committee.

 Executive officers

The Chairman, Vice-chairman, Treasure, and Secretary shall be termed “Executive Officers”. The Executive Officers shall be elected at a meeting of the Management Committee within 7 days after each Annual General Meeting.

 Chairman and Vice-Chairman

The chairman shall preside over all meetings of the Management Committee. He shall perform such other duties as may be directed by the Management Committee, not inconsistent with the provisions of the Act and these By-laws.

The Vice-Chairman shall perform duties of the Chairman during his absence and shall perform such other duties as the Management Committee may direct him to.

 Treasurer

The Treasure shall have financial management background. The powers and duties of the treasurer shall be:-

1. Generally to manage, or cause to be managed the financial affairs of the society in a competent and efficient manner.
2. To maintain full and complete records of all assets, liabilities and books of accounts.
3. To ensure safe keeping of society’s money, securities and books of accounts.
4. To ensure that all payments and expenditure are duly authorized.
5. To perform such other duties as may from time to time be assigned by the Management Committee.

 Honorary secretary

The duties of the secretary are:

1. To record the minutes of the Management Committee meetings.
2. To ensure that the Society’s correspondence are promptly and correctly attended to.
3. To ensure the communication meetings.
4. Generally, to manage, or cause to be managed the affairs of the society in a competent manner.
5. To maintain full and complete records of all assets, liabilities, income and expenses of the society.
6. To send notice for meetings both management meetings and the Annual General Meetings.
7. To ensure the safe-keeping of the society’s money, securities and books of account.
8. To ensure that all payments and expenditures are duly authorized.
9. To ensure compliance with all directives of the Management Committee
10. To perform such other duties as may from time to time be assigned by the Management Committee.

Manager.

He /She shall be the Chief of the society be the Chief Executive of the society. His /Her powers and duties shall be assigned by the management committee and in particular his duties shall be:-

1. To manage the affairs of the society in a competent manner.
2. To cause to be kept proper books of records and registers.
3. To attend Management Committee meetings and the Annual General Meetings in an advisory capacity but have no voting capacity but have no voting rights.
4. To prepare and analyze on a quarterly basis the Society’s business plan and budget.
5. To represent the Society in business transactions and any other transaction authorized by the Management Committee.
6. To provide information required by the Supervisory Committee in time.
7. To propose to the Management Committee of new positions arising at the Society and the revision of the salary schedule for all the society staff.
8. To ensure recommendations set forth in the audit reports and those issued by the Supervisory Committee.
9. To ensure on monthly basis the accounting records are in balance and the individual accounts subsidiaries are up-to –date and the Income Statement, Balance Sheet and delinquency lists are complete and correct. Ensure that the account records are maintained in accordance with internationally accepted accounting principles.
10. To ensure that adequate insurance is in place, if available, for all employees, committee members and property of the society.
11. To direct and supervise the administration and processing of loan applications.
12. To establish a pricing strategy for products and services, in which the interest rates structure will seek a balance between the loans available to the members, and the long term viability of the Society. For the above purpose, the manager shall consider:-
    1. Costs, particularly those related to member savings, dividends, the allowances for loan loss and operating expenses.
    2. The need for a strong capital position which is essential for the Sacco’s long term viability and future growth.

• The competition pricing structure, given the competitive nature of the financial market.

1. To assist the Management Committee in determining acceptable types of collateral that can be used to secure the Sacco’s loans.
2. To ensure there is adequate liquidity to meet loan demands, savings, withdrawals and operating expenses.
3. To ensure drawing up and updating of job descriptions of each employee.
4. To ensure implementations without delay of all decisions of all committees of the Society and the Annual General Meeting.

BOOKS AND RECORDS

The society shall keep up-to- date and in a proper business like accounts and such books as the Act and rules may require from time to time. The following books shall be kept by the society.

1. A register of members showing in respect of each member:-
   1. The name, age, date of application of membership, address and occupation.
   2. The date on which he ceased to be a member.

• Particulars of his nominee, if any.

1. Minute book giving details of the proceedings at the management committee’s and supervisory committee meetings.
2. A minute book giving details of the proceedings at the General meeting.
3. A cash book giving details of all monies received and all monies expended or paid out by the society.
4. A ledger containing such accounts is necessary to the proper record of the transactions of the business of the society.
5. A personal ledger for each member showing his transaction for the society.
6. An asset/property register.
7. A stock control ledger.
8. A register of chargers showing in respect of every charge created by the Society, the amount of the charge and the person entitled thereto.
9. A register of loans to members showing in respect of each loans; the name of the borrower, the amount borrowed, the purpose of the loan, the due date of repaying and the date the repayment is made.
10. A ledger showing deposits and withdrawals made by members.
11. A guarantors’ control register showing loan, interest rates and collaterals.
12. A copy of the current co-operative society’s act.
13. A copy of the current co-operatives Rules and Regulations.
14. A copy of all apex societies (KUSCO,KNFC,C.I.C etc)
15. A copy of internal regulations.
16. A certificate of registration of the Sacco visibly displayed in the office.
17. Copies of monthly financial accounts
18. Copies of the loan policy.
19. Copy of the Risk management certificate or insurance policy Document.
20. Such other books and records as the committee may decide or the commissioners may prescribe.

FINANCIAL YEAR

The financial year of the Society shall be the same as the calendar year (from 1st January to 31st December)

CONDUCT OF THE BUSINESS

The Managing Committee may make such rules, not inconsistent with these by-laws, as they deem necessary for the conduct of the society’s business. Any such rules shall be recorded in the minute book and shall be posted on the society’s notice board, and shall come into force when and as determined by the Management Committee.

Elections

1. The Managing Committee shall be elected for a term of three years and no one member of the Supervisory Committee shall serve more than two consecutive terms.
2. Supervisory Committee will be elected for a period of three years and one member of the supervisory committee shall retire annually.
3. Nominated candidates shall be presented to the membership in the general meeting prior to elections.
4. All elections shall be determined by a simple majority vote of members’ hands unless a secret ballot is specifically requested by the majority of the members present.
5. No members shall be entitled to vote by proxy.
6. Irrespective of the number shares held by him, no member shall have more than one vote.
7. Within 10 days after the election, the names and addresses of all persons elected to office shall be forwarded by the secretary to the Commissioner.

 MEETING QUORUM

At all meetings of the Management Committee five (5) Committee Members shall constitute a quorum. Except as otherwise provided in these By-laws, all matters presented to the Management Committee shall be decided by a majority of those members present.

CONFLICT OF INTEREST

Every Management Committee member and employee of the Sacco society shall be required before taking part in any business transactions which the Sacco Society may be about to discuss or initiate, disclose any personal interest in the matter and shall not take part on any discussion or vote upon  that item of business. The Management Committee member or employee shall physically absent himself /herself from the discussion unless it is determined that the individual has relevant informant to provide. Failure to divulge this information shall result in removal from office or termination of employment.

AUTHORISATION TO SIGN DOCUMENTS

Unless decided otherwise by the Annual General Meeting, all documents, contracts, and cheques shall be signed on behalf of the society by:-

1. Chairman or Vice-chairman
2. Treasurer
3. Secretary
4. Manager or any other person authorized by the management committee.

Unless otherwise provided the documents of the society shall be deemed official provided they carry the official stamp and designated signatures.

The books, accounts and all other documents of the society shall be permanently at the disposal of the Management Committee, Supervisory Committee and the Commissioner of Co-operative. Information from the records shall be kept very confidential.

 DISPOSAL OF SURPLUS

Subject to the  Act and Rules and the approval by the General meeting, the net surplus resulting from the operations of the society during any financial year shall be disposed as follows:-

1. Not less than 20% shall be credited to the reserve fund.
2. The balance may be disposed off as directed by the General meeting for:-
   1. Paying dividend and shares at a rate to be determined by the general meeting.
   2. Paying an interest refund to members on the register of members at the close of every financial year in proportion to the interest paid by them during the financial year.

• Being carried forward to an education fund or any other fund or funds of the society, including the appropriation account.

1. Paying honorarium or gratuity to eligible members of the committee, and/or bonus to employees of the society.
2. In any other way approved by the Annual General Meeting.

LOANS TO MEMBERS

The society shall have the following types of loans:-

1. Development
2. Emergency

• School fees/college fees

1. Any other product that may be approved by the general meeting.

1. All loans shall be approved by the Management Committee and shall be restricted to members.
   1. The rates of interest on development loan shall be 1% per month or any other rate agreed by the general meeting, while at the same time taking into account the prevailing interest in the market.
   2. The rate of interest on emergency loans shall be 1% per month or any other rate agreed upon by the General meeting while at the same time taking into account the prevailing interest in the market.
2. All loans shall be applied for on a form provided for by the Society for the purpose.
3. The loan application shall be signed by the member and in each case shall set forth the amount applied for, the purpose for which the loan is desired, the terms of repayment, the security, if any, and such other information that as the credit committee may require. All applications for loans and reports of the credit committee or loan officer there on, shall be filled as permanent records of the society.
4. Loan applications shall be considered in the order in which applications are made unless the loan is deemed by the committee to be an emergency.
5. The credit committee may summon or cause to be summoned an applicant to appear personally to be interviewed in respect of his application to a loan.
6. The loan application form shall clearly state the amount of the loan, the rate of interest, the term of repayment and the security if any.
7. Loans may be granted to executive officers, committee members and employees of the society if:-
8. The loan complies with the by-laws and is not on terms more favorable than those extended to other borrowers.
9. The credit committee approves the loan and thereafter by the Management committee meeting at which this application is being considered.
10. A loan may not be granted if:-
11. The conditions of membership or savings are not met.
12. A member must have completed at least six months in membership.
13. A member who withdraws from the Society and rejoins later will be treated as a new member for the purpose of this loan policy.
14. The Society, for all loans, reserves the right to recall the entire loan balance before its due date if the financial standing of the borrower is not clear or where there is evidence of an unauthorized or poor use of the loan. A decision in these respect, shall be taken by a simple majority of the Management Committee.
15. The Management Committee may draw further regulations in respect of granting of the loans provided such regulations shall not come into force until approved by the General Meeting.

 Security for loans

1. The credit committee shall ask for such security for loans as may deem necessary. The shares, salary, guarantors and deposits of a member may be accepted as security.
2. In the event of delinquency of loans for one month, the committee may freeze the loan account.
3. Where there is delinquency for 60 days, the Committee may off-set the loan balance from the shares of the loaned and from any other funds that may to him/her from the employer.
4. The Committee may refuse to accept as guarantor, a person who himself is in receipt of a loan, or whose financial commitment are precarious and may be deemed as an unreliable guarantor.
5. A borrower or guarantor may apply to the Credit Committee for a change or increase of guarantors.

Repayment for loans

A borrower may, on any day on which the society is open for business, repay his loan in whole or in part prior to maturity. There shall be refinancing of a loan however extension of time in which to repay a loan will not be allowed.

At every regular meeting of the Management Committee, the item loans shall appear on the agenda. At the meeting, the treasurer shall present an up-to-date listing of delinquent borrowers showing:-

1. Name of borrower
2. Account Number

• Date of loan

1. Date of the last payment
2. Unpaid balance on loan
3. Number of months delinquent

• Borrowers share balance
• Security or Guarantor, if any

The Management Committee shall there upon take action to collect the overdue accounts.

Any loan three months overdue may be referred to the guarantor(s) to make good.

COMMON SEAL

The society may adopt and use a common seal. The seal may be a rubber stamp bearing the word “Seal of the Queensway Savings and Credit Co-operative Society Ltd,” and shall be different from the ordinary name-stamp of the Society. The seal shall be kept securely under lock and key by the secretary and shall be used only by and in the presence of the officers authorized to sign documents on behalf of the Society.

 DISPUTES

Any disputes arising out of these By-Laws concerning the business of the society shall be referred to the Co-operative tribunal.

 FINES

For any breach of lawful order, or instructions issued by the Management Committee or, failure of a member may be fined an amount not exceeding Kshs. 20,000 for the offence.

PAYMENTS

The Society may by approval of the General meeting pay any of its officers or members such honorarium, salary, commission, or other payment subject to the provision of the approved budget for the financial year, provided that no expenditure shall be authorized by the Management Committee for payment unless it is provided for in the estimates formally approved by the Annual General Meeting.

 MISCELLANEOUS

No executive officer or committee member or employee shall receive from the Society any payment, apart from the actual costs of travelling, sitting allowance and subsistence while working on the Society’s business, except an honorarium from the net surplus as allowed in by-law.

CONFIDENTIALITY

The executive officer, members of the committee and employees of the Society shall hold in strict confidence all transactions of the Society, with its members, and all information respecting their personal affairs, except to the extent deemed necessary by the Management Committee in connection with the loans and the collection thereof.

No executive officer, Committee Members or employee of the society shall in any manner participate in the deliberations upon, or determination of any question affecting his own financial or personal interest. In the event of disqualification of any such executive officer, Committee member present at the meeting, if constituting a quorum with the disqualified person, may exercise with respect to the matter, all the powers of the Committee.

AMENDMENT OF BY LAWS

These By-Laws may be amended in accordance with the procedure set forth in the Act, Rules and these By-laws. Provided no amendment shall become effective until it is approved by the General Meeting and registered by the Commissioner.

 INSPECTION OF DOCUMENTS

All books of accounts and other records shall at all times be available to the members and the committee of the society. A copy of the act, Rules, Registration Certificate, these By-Laws and a list of the society’s members (excluding details of nominees) shareholdings and loans shall be available for inspection by the Commissioner, and members at all times.

 DISSOLUTION

The society may be dissolved in accordance with the procedures set forth in the Co-operative Societies Acts and Rules made there under.

In the event of liquidation the assets of the society shall be realized, all liabilities shall be paid, all savings shall be refunded to the members and any surplus or deficit thereafter shall be apportioned to each member in prepositioned to the value of each member’s savings at the date of liquidation.

 ACCEPTANCE

We the undersigned executive officers of Co-operatives society herein and adopt these By-Laws for and on behalf of QUEENSWAY SAVINGS & CREDIT CO-OPERATIVE SOCIETY LIMITED, together with any change or alterations that have been initialed or signed by us.