CO-OPERATIVE SOCIETIES ACT 1993

1 PART I PRELIMINARY-1. Short title and commencement.

(1) This Act may be cited as the Co-operative Societies Act 1993 .

(2) This Act shall come into operation on a date to be appointed by the Minister by notification to be published in the Gazette, and the Minister may appoint different dates for the coming into force of this Act in different parts of Malaysia or for the coming into force of different provisions of this Act.

2 PART I PRELIMINARY-2. Interpretation.

In this Act, unless the context otherwise requires:

"appointment" includes any appointment or reappointment;

[Am. Act A1297:s.4]

"associate corporation" means a corporation where not less than twenty per centum and not more than fifty per centum of the shares of that corporation are held by another corporation, the first-mentioned corporation thereby being an associate corporation of the other corporation;

[Ins. Act A1297:s.4]

"Board" means the governing body of a Co-operative society to whom the management of its affairs is entrusted;

"branch" includes the registered office of the Co-operative society, an office, an agency, an electronic terminal and includes a place set up and maintained for any per

3 PART I PRELIMINARY-3. [Deleted by Act A1297:s.5] .

4 PART II REGISTRATION-4. Co-operative Societies which may be registered.

(1) A Co-operative society which consists of individual persons only and which has as its object the promotion of the economic interest of its members in accordance with co-operative principles may be registered under this Act as a primary society.

(2) A Co-operative society which consists of primary societies only and which has as its object the facilitation of the operations of such societies may be registered under this Act as a secondary society.

(3) A Co-operativesociety which consists of secondary societies only or of secondary and primary societies and which has as its object the facilitation of the operations of such Co-operative societies may be registered under this Act as a tertiary society.

[Am. Act A1297:s.3]

5 PART II REGISTRATION-5. Conditions for registration.

(1) Subject to section 8, no society shall be registered as a primary society unless:

(a) it consists of at least twenty individual persons; and

[Am. Act A1297:s.6; Am. Act 1634:s.2]

(b) each of such individual persons is qualified for membership under section 26 and is not disqualified for membership under section 27.

(2) No society shall be registered as a secondary society unless it consists of at least two primary societies.

(3) No society shall be registered as a tertiary society unless it consists of at least two secondary societies.

[Am. Act A1297:s.6]

6 PART II REGISTRATION-6. Application for registration.

(1) Every application for registration shall be submitted to the Commission in the form prescribed in the regulations and shall be signed:

[Am. Act A1297:s.7]

(a) in the case of a primary co-operative society, by at least five persons all of whom qualify for membership;

[Gen. Am. Act A1297:s.3; Am. Act A1634:s.3]

(b) in the case of a secondary society or a tertiary society, by a duly authorised person on behalf of each primary society or secondary society, as the case may be.

(2) The application for registration shall be accompanied by:

(a) copies of the proposed by-laws, signed by the applicants;

[Am. Act A1297:s.7]

(b) in the case of a primary co-operative society, subject to subsection 8(2), minutes of the inaugural general meeting signed by at
7 PART II REGISTRATION-7. Registration.

(1) The Commission may, subject to the regulations and upon receipt of such fees as may be prescribed by the regulations, register a Co-operative society and its by-laws.

(2) Every Co-operative society registered under subsection (1) shall be with limited liability.

(3) Where the Commission refuses to register a Co-operative society, an appeal shall lie to the Minister against such refusal within two months from the date of such refusal.

(4) The word "Koperasi" shall form part of the name of every Co-operative society registered under this Act.

(5) The word "Berhad" shall be the last word in the name of every Co-operative society registered under this Act.

8 PART II REGISTRATION-8. Special provision for certain Co-operative societies.

(1) Notwithstanding subsection 5(1), if a co-operative society is unable to fulfil the condition specified in paragraph 5(1)(a) but is otherwise entitled to registration under section 7, the Commission may, after taking into account the number of persons in such co-operative society's proposed area of operation who are qualified for membership and the nature of the co-operative society's proposed activities, and if such co-operative society consists of at least five persons, register such co-operative society as a primary co-operative society under this Act.

[Gen. Am. Act A1297:s.3; Am. Act A1634:s.4]

(2) Notwithstanding paragraph 6(2) (b) , the application for registration of such a Co-operative society as is referred to in subsection (1) shall be accompanied by minutes of the inaugural general meeting signed by all persons present.

[Am. Act A1297:s.3]

9 PART II REGISTRATION-9. Societies to be bodies corporate.

The registration of a Co-operative society shall render it a body corporate by the name under which it is registered, with perpetual succession and a common seal, and with power to hold movable and immovable property of every description, to enter into contracts, to institute and defend suits and other legal proceedings and to do all things necessary for the purposes for which it is constituted.

[Am. Act A1297:s.3]

10 PART II REGISTRATION-10. Evidence of registration.

A certificate of registration issued by the Commission shall be conclusive evidence that the Co-operative society therein mentioned is duly registered, unless it is proved that the registration of the Co-operative society has been revoked.

[Am. Act A1297:s.3]

10A PART II REGISTRATION-10A. Holding out as a co-operative society.
(1) No person shall hold himself out as a co-operative society, or represent that he or any other person is carrying on the business of a co-operative society in any form or manner unless he or such other person, as the case may be, is registered under this Act. (2) Any person who contravenes subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding five million ringgit or to imprisonment for a term not exceeding five years or to both.

[Ins. Act A1297:s.9]

10B PART II REGISTRATION-10B. Prohibition of the use of the word " koperasi ", etc .
(1) No person other than a co-operative society shall trade or carry on any business or dealing under any name or title of which the word " koperasi ", " koperatif ", "co-operative society", or "co-op", or any derivative of these words in any language, or any other words in any language capable of being construed as indicating the carrying on of such business or dealing, in relation to the business or dealing or any part of the business or dealing carried on by the person, or make any representation to such effect in any bill head, letter paper, notice, advertisement or in any other manner whatsoever. (2) Any person who contravenes subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding five million ringgit or to imprisonment for a term not exceeding five years or to both and shall in addition, be liable to a daily fine of five thousand ringgit for each day during which the offence continues after conviction.
11 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-11. Address of registered society.

Every Co-operative society shall have an address, registered in accordance with this Act, to which all notices and communications shall be sent, and shall inform the Commission of every change of that address.

[Ins. Act A1297:s.3]

12 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-12. Registered name to be displayed.

Every co-operative society shall prominently display at each of its branches:

(a) the registered name of the co-operative society; or

(b) such other name or logo as may be descriptive of the co-operative society.

[12. Subs. Act A1297:s.10; (b) Am. Act A1634:s.5]

13 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-13. Documents open to inspection.

(1) Every Co-operative society shall keep:

(a) a copy of this Act and the regulations or orders, directives or guideline; (b) a copy of its by-laws and last audited accounts; (c) a list of its members; (d) a list of the members of the Board; (e) the name of its chief executive officer, if any; and (f) a list of officers of the co-operative society concerned with the management of the co-operative society, if any,

[Am. Act A1297:s.11] open to inspection, free of charge, at all reasonable times at the registered address of the Co-operative society to members only.

(2) Any co-operative society or officer of the co-operative society who fails to comply with subsection (1) commits an offence and shall, on conviction- (a) in the case of a co-operative society, be liable to a fine not exceeding two hundred thousand ringgit
14 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-14. Documents to be lodged with the Commission.

(1)Every Co-operative society shall lodge with the Commission:

(a) a list of members of the Board not later than fifteen days after its annual general meeting; (b) minutes of all general meetings not later than thirty days after the date of the meetings; (c) such other information as the Commission may require in regard to the constitution, membership, working and financial condition of the society.

[Am. Act A1297:s.13]

(2) Any co-operative society or officer of the co-operative society who fails to comply with subsection (1) commits an offence and shall, on conviction- (a) in the case of a co-operative society, be liable to a fine not exceeding two hundred thousand ringgit and shall in addition, be liable to a daily fine of one hundred ringgit for each day during which the offence continues after conviction; or (b) in the case of an o
15 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-15. Register of members.

Any register or list of members kept by any Co-operative society shall be prima facie evidence of the name, address, identity card number, membership number and occupation of a member and of the dates he became and ceased to be a member.

[Am. Act A1297:s.3]

16 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-16. Proof of entries in books of Co-operative society.

(1) A copy of any entry in a book of a Co-operative society regularly kept in the course of business shall, if certified in such manner as may be prescribed by the regulations, be received in any legal proceedings, whether civil or criminal, and shall be admitted as evidence of the matters, transactions and accounts therein recorded in every case where, and to the same extent as, the original entry itself is admissible.

(2) No officer of any Co-operative society shall, in any legal proceedings to which the Co-operative society is not a party, be compelled to produce any of the Co-operative society's books, the contents of which can be proved under subsection (1), or to appear as a witness to prove any matters, transactions or accounts therein recorded, unless the court for special reasons so directs.

[Am. Act A1297:s.3]

(2) The Commission may, at any time, require the by-laws of a co-operative society to c
17 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-17. By-laws to bind members.

(1) The by-laws of a Co-operative society shall, when registered, bind the Co-operative society and its members to the same extent as if they were signed by each member and contained covenants on the part of each member for himself and for his successor to observe all the provisions of the by-laws.

[Am. Act A1297:s.13]

(2) The Commission may, at any time, require the by-laws of a co-operative society to contain provisions relating to secrecy or permitted disclosures and such by-laws shall, subject to subsection (1), bind the cooperative society and its members.

[Ins. Act A1297:s.13]

17A PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-17A. Application of by-laws.

(1) Any by-laws of a co-operative society which are inconsistent with the provisions of this Act shall be void to the extent of its inconsistency. (2) Subject to any regulations or orders or directives or guidelines, every co-operative society shall review its by-laws and effect the necessary amendments within two years from the date of coming into operation of this Act, or such further period as approved by the Commission, to ensure its by-laws are consistent with this Act. (3) Where the co-operative society, after the review or amendment carried out under subsection (2), is of the opinion that its by-laws are consistent or otherwise, the Board of the co-operative society shall notify such fact to the Commission. (4) Any co-operative society or officer of the co-operative society who fails to comply with subsection (2) commits an offence and shall, on conviction- (a) in the case of a co-operative society, be liable to a fine not exceeding two
18 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-18. Amendment of the by-laws of a Co-operative society.

(1) Any Co-operative society may, subject to this Act and the regulations, amend its by-laws, including the by-law which declares the name of the Co-operative society.

(2) No amendment of the by-laws of a Co-operative society shall be valid until that amendment has been registered under this Act, for which purpose copies of the amendment shall be forwarded to the Commission.

(3) If the Commission is satisfied that any amendment of the by-laws is not contrary to this Act or to the regulations, the Commission may register the amendment.

(4) An appeal against the refusal of the Commission to register any amendment of any by-laws may be made to the Minister and such appeal shall be made within three months from the date of such refusal.

[Subs. Act A1297:s.15]

[Prior text read -(4) An appeal against the refusal of the Commission to register any amendment of any by-law shall lie
18A PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-18A. Power of Commission to direct the convening of a general meeting for amendment of by-laws.

(1) The Commission may direct any Co-operative society to convene a general meeting, within a period to be specified by him which is not less than three months from the date of the notification given by him, for the purpose of amending its by-laws if the Commission is satisfied that:

(a) any by-law of a Co-operative society is ambiguous or doubtful in interpretation and is likely to mislead or it conflicts with or is inconsistent with this Act or any regulations made thereunder; or

(b) an amendment is necessary or desirable in the interest of the registered society. (c) upon the notification made by the Board of a co-operative society under subsection 17A(3), that the by-law of a co-operative society is inconsistent with this Act.

[Ins. Act A1297:s.16]

(2) If no general meeting is convened within the time specified in subsection (1), the Commiss
19 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-19. Formation of subsidiaries.

(1) No co-operative society shall form, own, acquire or establish a subsidiary except with the prior written approval of the Commission. (2) No co-operative society shall grant any Islamic financing or credit facility or give any guarantee or undertaking to such financing or facility or transfer of any money or asset in any form to its subsidiaries except with the prior written approval of the Commission. (3) The Commission may, by a notice in writing, require any subsidiary of a co-operative society to comply with any requirement as imposed by this Act, regulations or orders or directives or guidelines. (4) Any co-operative society or officer of the co-operative society who fails to comply with subsection (1) or (2) commits an offence and shall, on conviction:

(a) in the case of a co-operative society, be liable to a fine not exceeding five hundred thousand ringgit and shall in addition, be liable to a daily fine of one h
19A PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-19A. Branch of co-operative society or subsidiary.
(1) No co-operative society or subsidiary of a co-operative society shall open any branch in or outside Malaysia without the prior written approval of the Commission. (2) Any co-operative society or officer of the co-operative society who fails to comply with subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding two hundred thousand ringgit.

[Ins. Act A1297:s.18]

20 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-20. Deleted by Act A1297;s.19 .

21 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-21. Creation of charges in favour of Co-operative societies.

(1) Subject to any prior claim of the Federal Government or any State Government on the property of the debtor and to the lien or claim of a landlord in respect of rent or any money recoverable as rent and, in the case of immovable property, to any prior registered charge thereon:

(a) any debt or outstanding demand payable to a Co-operative society by any member or past member shall be a first charge on all crops or other agricultural produce, fish (freshwater and salt water), felled timber or other forest produce, marine produce, livestock, fodder, agricultural, industrial and fishing implements, plant, machinery, boats, tackle and nets, raw materials, stock-in-trade and generally all produce of labour and things used in connection with production raised, purchased or produced in whole or in part from any loan whether in money or in goods given to him by the Co-operative society;

(b) any outstanding deman
22 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-22. Lien and set-off in respect of share, return or interest of members.

A Co-operative society shall have a lien upon the share or subscription or interest in the capital and deposits of a member or past member or deceased member and upon any dividend, patronage rebate, or profits payable to a member or past member or to the estate of a deceased member in respect of any debt due to the Co-operative society from such member or past member or estate, and may set-off any sum credited or payable to a member or past member or estate of a deceased member in or towards payment of any such debt.

[Am. Act A1297:s.20]

23 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-23. Share, subscription, return or interest not liable to attachment or sale.

Subject to section 22, the share or subscription, return or interest of a member in the capital of a Co-operative society shall not be liable to attachment or sale under any decree or order of a court in respect of any debt or liability incurred by such member, and neither his assignee in insolvency nor a receiver duly appointed shall be entitled to, have any claim on, such share, return or subscription or interest.

[Am. Act A1297:s.21]

24 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-24. Power to deal with the property and, return or interest of deceased members.

(1) On the death of a member, a Co-operative society may transfer the share, return or interest as the case may be of such member:

(a) in the case of a deceased member who was a Muslim, to the person nominated in accordance with the regulations in his behalf or, if there is no person so nominated, to the legal representative of such member or to such person as may appear to the Board to be a person entitled to such share, return or interest as the case may be pursuant to any distribution made under any law relating to the distribution of estate; or

[Am. Act A1297:s.22; Am. Act A1634:s.6]

(b) in the case of a deceased member who was not a Muslim, to the person nominated in accordance with the regulations in this behalf or, if there is no person so nominated, to such person as may appear to the Board to be the heir or legal representative of such member,

o
25 PART III DUTIES AND PRIVILEGES OF CO-OPERATIVE SOCIETIES-25. Deposits by or on behalf of child.

(1) A Co-operative society may receive deposits from or for the benefit of children and the Co-operative society may pay a bonus out of its net profit on such deposits.

(2) Any deposit made by or for the benefit of the child may, together with the bonus, be paid to the child or to the guardian of that minor for the use of that child.

(3) The receipt of any child or guardian for money paid to him by a Co-operative society under this section shall be a sufficient discharge of the liability of the Co-operative society in respect of that money.

[Am. Act A1297:s.3,23]

26 PART IV RIGHTS AND LIABILITIES OF MEMBERS-26. Qualification for membership.

In order to qualify for membership in a primary society, a person must:

(a) be a citizen of Malaysia;

(b) have attained the age of eighteen years or, in the case of a school co-operative society, have attained the age of twelve years; and

(c) be resident or be employed or be in ownership of land within the area of operations of the primary society, or, in the case of a school co-operative society, be a registered student of the school.

27 PART IV RIGHTS AND LIABILITIES OF MEMBERS-27. Disqualification for membership.

No person shall be eligible for admission as a member of a Co-operative society if:

(a) he is mentally disabled;

(b) he is an undischarged bankrupt;

(c) he is a person against whom a conviction stands for a registrable offence;

(d) he has been expelled from membership under this Act and a period of one year has not elapsed from the date of such expulsion.

[Am. Act A1297:s.3]

28 PART IV RIGHTS AND LIABILITIES OF MEMBERS-28. Members not to exercise rights till due payment.

No member of a Co-operative society shall exercise the rights of a member unless and until he has made such payment to the Co-operative society in respect of membership or acquired such interest in the Co-operative society as may be prescribed by the regulations or by the by-laws of such Co-operative society.

[Am. Act A1297:s.3]

29 PART IV RIGHTS AND LIABILITIES OF MEMBERS-29. [Deleyed by Act A14297;s.24] .

30 PART IV RIGHTS AND LIABILITIES OF MEMBERS-30. Votes of members.

(1) No member or delegate of members of any Co-operative society shall have more than one vote in the conduct of the affairs of the Co-operative society, and in the case of an equality of votes the chairman shall not have a casting vote.

(2) Notwithstanding subsection (1), a member of a secondary or a tertiary Co-operative society may have such voting powers as are provided by the by-laws of such secondary or tertiary society.

(3) Subject to section 31 and 36, no member shall vote through another member and no delegate shall vote through another delegate.

[Am. Act A1297:s.3]

31 PART IV RIGHTS AND LIABILITIES OF MEMBERS-31. Voting by proxy.

A member of a secondary or a tertiary Co-operative society may appoint any one of its delegates, who must be a member of its Board, as its proxy for the purpose of voting in the conduct of the affairs of such secondary or tertiary society.

[Am. Act A1297:s.25]

32 PART IV RIGHTS AND LIABILITIES OF MEMBERS-32. Contracts with co-operative society of member who is a child.

Notwithstanding paragraph 26 (b) , a child duly admitted as a member of any co-operative society may execute any instrument or give any acquittance necessary to be executed or given under this Act or regulations, and his status as a child shall not be a ground for invalidating or avoiding any contract entered into by him with the co-operative society, whether as principal or as surety, and shall be enforceable at law.

[Subs. Act A1297:s.26]

[Prior text read -The minority of any person duly admitted as a member of any Co-operative society shall not debar that person from executing any instrument or giving any acquittance necessary to be executed or given under this Act or the regulations and shall not be a ground for invalidating or avoiding any contract entered into by any such person with the society; and any such contract entered into by any such person with the society, whether as princ
33 PART IV RIGHTS AND LIABILITIES OF MEMBERS-33. Restriction on shareholding.

No member, other than a co-operative society, shall hold more than one-fifth of the share capital of any co-operative society.

[Am. Act A1297:s.3]

34 PART IV RIGHTS AND LIABILITIES OF MEMBERS-34. Restrictions on transfer or charge of share or subscription or interest.

The transfer or charge of the share or subscription or interest of a member or past member or deceased member in the capital of a Co-operative society shall be subject to such conditions as to maximum holding as may be prescribed by or under this Act.

[Am. Act A1297:s.3]

34A PART IV RIGHTS AND LIABILITIES OF MEMBERS-34A. Liability of member limited by subscription or shares.
(1) Subject to subsection (2), the liability of a member, present or past, of a co-operative society shall extend to the nominal value of any share held, or subscribed for, by him. (2) Where in the by-laws of a co-operative society the amount of the liability of a member is expressed to be greater than the nominal value of any share held or subscribed for by him, then the liability of the member shall extend to such greater amount.

[Ins. Act A1297:s.27]

35 PART IV RIGHTS AND LIABILITIES OF MEMBERS-35. Liability of past member and estate for debts of society.

(1) The liability of a past member of a Co-operative society for the debts of the Co-operative society, within the limitation provided in section 34A, as they existed on the date on which he ceased to be a member shall not continue for a period of more than two years reckoned from that date.

[Am. Act A1297:s.3,s.28] (2) The estate of a deceased member of a Co-operative society shall not be liable for the debts of the Co-operative society as they existed on the date of his decease for a period of more than two years reckoned from the date of his decease.

[Am. Act A1297:s.3]

36 PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-36. General meetings.

Subject to the provisions of this Act, the regulations or directives or guidelines and the by-laws, the ultimate authority of a Co-operative society shall vest in the general meeting of its members, at which every member by himself or by delegate, or, in the case of a secondary Co-operative society or tertiary society, by proxy, has a right to attend and vote.

[Am. Act A1297:s.3, s.29]

37 PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-37. General meeting of delegates.

Unless the Commission otherwise specifies, every co-operative society whose area of operation is over a State, over two or more States or throughout Malaysia shall make by-laws providing that representation at its general meeting shall be:

(a) by delegates elected by individual members at their regional or area general meetings; or

(b) by delegates of member societies,

as the case may be.

[Am. Act A1297:s.30]

38 PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-38. Inaugural general meeting.

(1) The inaugural general meeting of a proposed co-operative society shall be held by its proposed members to:

(a) agree on the submission of the application of the co-operative society to be registered; (b) adopt the proposed by-laws; (c) elect the members of the Board; and (d) carry out such other matter as may be required by its by-laws or the Commission.

(2) The inaugural general meeting provided in subsection (1) shall have all the powers similar as in the annual general meeting under section 39 and the members shall have the same rights at the inaugural general meeting as provided for under the regulations and by-laws.

[Subs. Act A1297:s.31]

39 PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-39. Annual general meetings.

(1) Every Co-operative society shall hold an annual general meeting of members or delegates not later than six months after the close of each financial year or such longer period as may be approved by the Commission.

[Am. Act A1297:s.3] (2) Any co-operative society or officer of the co-operative society who fails to comply with subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding two hundred thousand ringgit.

[Ins. Act A1297:s.32]

40 PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-40. Special general meetings.

(1) The Board of a Co-operative society may, and shall on a requisition signed by at least one-fifth or one hundred of the members or delegates of the Co-operative society, whichever is less, convene a special general meeting.

(2) The Commission or any person authorised by the Commission may summon at any time a special general meeting of a Co-operative society in such manner and at such time and place as the Commission may direct, and may specify what matters shall be discussed by the meeting; and such meeting shall have all the powers and be subject to the same rules as a general meeting called in accordance with this Act or the by-laws of the Co-operative society.

[Am. Act A1297:s.3;s.33]

41 PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-41. Notice of meetings to the Commission.

Every Co-operative society shall give to the Commission reasonable written notice of all general meetings which it is to hold and shall furnish to the Commission information relating to the date, time, place and the agenda of such meetings, and the Commission or any person authorised by general or special order in writing by the Commission shall have the right to attend any such meeting and to give advice on any matter under discussion, but the Commission or such authorised person shall have no right to vote at such meeting.

[Am. Act A1297:s.3]

42 PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-42. Board of co-operative society.

Subject to the regulations or orders or directives or guidelines, every co-operative society shall have a Board, which shall consist of not less than three and not more than fifteen members duly appointed at the annual general meeting.

[Subs. Act A1297:s.34; Am. Act A1634:s.7]

42A PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-42A. Internal Audit Committee.

(1) The Board shall establish an Internal Audit Committee consisting of not less than two and not more than five members duly appointed by the Board.

[(1) Am. Act A1634:s.8]

(2) The duties and responsibilities of the Committee shall be provided in the by-laws.

(3) For the purpose of this section, the word "officer" as defined in section 2 does not include members of the

[42A. Ins. Act A1297:s.35]

43 PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-43. Eligibility for appointment to the Board.

(1) No person shall be eligible to be appointed to the Board or remain as a member of the Board of a co-operative society if he has been:

(a) convicted for an offence under this Act; or (b) dismissed as an officer of a co-operative society.

(2) Notwithstanding subsection (1) and subject to any directives or guidelines as the Commission may specify, a co-operative society shall, prior to the appointment or reappointment of any person as a member of the Board, seek verification from the Commission on whether such person satisfies the fit and proper criteria as may be specified by the Commission. (3) Upon verification that such person has satisfied the fit and proper criteria under subsection (2), the co-operative society may appoint or re-appoint such person as a member of its Board. (4) From the third year of registration of a co-operative society, no person shall be appointed to be a member o
44 PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-44. Duties and powers of the Board.

(1) The Board of a co-operative society shall represent the co-operative society before all competent public authorities and in all dealings and transactions with third persons, shall have power to institute or defend suits brought in the name of the co-operative society and, in general, shall direct, manage and supervise the business or activities, the funds and the property of the co-operative society, and shall exercise all the necessary powers to ensure the full and proper administration and management of the affairs, business or activities of the co-operative society including, and notwithstanding the generality to the above, the business or activities of the co-operative society as required under the regulations, except those powers reserved for the general meeting of members or delegates. (2) Any member of the Board of a co-operative society who fails to comply with subsection (1) commits an offence and shall, on conviction, be liable to a fine
44A PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-44A. Disclosure of interest in Islamic financing or credit facility by members of the Board or chief executive officer.
(1) Every member of the Board or chief executive officer, if any, of a co-operative society who has in any manner whatsoever, whether directly or indirectly, any interest in a proposed Islamic financing or credit facility to be given to any person by such co-operative society shall as soon as practicable declare in writing the nature of his interest, to a duly constituted meeting of members of the Board, and the secretary of the co-operative society, if any, or other officers appointed by the co-operative society for that purpose, shall cause a copy of such declaration to be circulated immediately to every member of the Board regardless whether he was present or not at such meeting. (2) For the purpose of subsection (1), a general notice in writing served on each of the member of the Board of a co-operative society referred to in that subsection by a member of the Board of a co-operative society to the effect that he has an interest in an Islamic financing or
44B PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-44B. Disclosure of conflict of interest by members of the Board and chief executive officer.
(1) A member of the Board or chief executive officer, if any, of a co-operative society, who holds an office or possesses a property by which, whether directly or indirectly, a duty or an interest may arise in conflict with his duty or interest as a member of the Board or chief executive officer, shall declare the fact, nature and extent of the conflict which may arise at the first meeting of the Board held:

(a) after he becomes a member of the Board or chief executive officer, of a co-operative society; or (b) if he is already a member of the Board or chief executive officer of a co-operative society, after he commences to hold office or to possess the property by which the conflict may arise.

(2) Any member of the Board or chief executive officer of a co-operative society who fails to comply with subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding five hund
45 PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-45. Liability of members of the Board.

(1) In the conduct of the affairs of a Co-operative society, the members of the Board of such Co-operative society shall exercise the prudence and diligence of ordinary men of business and shall be jointly and severally liable for any loss sustained through failure to exercise such prudence and diligence or through any act which is contrary to the provisions of this Act, the regulations, orders or the by-laws of such Co-operative society or the direction of its general meeting.

[Am. Act A1297:s.39] (2) Notwithstanding subsection (1), no action, suit, prosecution or other proceedings shall be brought or instituted personally against any member of the Board or officer of a Co-operative society in respect of any act done or statement made bona fide in pursuance or execution or intended execution of this Act, the regulations, orders or the by-laws of such registered society.

[Am. Act A1297:
46 PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-46. Remuneration to the members of the Board.

(1) A member of the Board of a Co-operative society may receive an allowance from that Co-operative society, but the amount of allowance shall not exceed a sum which shall be fixed by the general meeting of that Co-operative society before or at the commencement of his term of office.

[Am. Act A1297:s.40 (2) No member of the Board of a Co-operative society appointed to represent such Co-operative society on the board of directors of any of its subsidiaries shall receive or accept any remuneration from such subsidiary without the prior approval of the general meeting of such Co-operative society.

[Am. Act A1297:s.40 (3) In this section, "allowance" means the remuneration paid to a member of the Board of a Co-operative society in consideration of his services rendered to the Co-operative society on a regular basis.

[Am. Act A1297:s.40

47 PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-47. Suspension of officer of Co-operative society.

(1) If any proceedings are instituted against an officer of a Co-operative society in respect of a registrable offence or an offence under this Act, then:

(a) the Board of that Co-operative society shall suspend such officer from being an officer of that Co-operative society; and

(b) if such officer is also an officer of the Board of any other Co-operative society, the Board of that other Co-operative society shall suspend such officer from being an officer of that other registered society.

[Am. Act A1297:s.3] from the time he is first charged in court until the final determination of the proceedings against him, including any further proceedings by way of appeal, and he shall accordingly cease to exercise any rights or perform any functions or duties in respect of such office and he shall not receive any remuneration in respect of such office during the period
48 PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-48. Consequences of conviction.

If an officer of a Co-operative society is convicted of a registrable offence or an offence under this Act and the conviction is not set aside at the conclusion of all proceedings, including any appeal, such officer shall be deemed to have vacated his office from the date he is first charged for the offence and he shall be debarred from being appointed as an officer of any Co-operative society.

[Am. Act A1297:s.3]

49 PART V ORGANISATION AND MANAGEMENT OF REGISTERED SOCIETIES.-49. [Deleted by Act Act 1297;s.41].

50 PART VI PROPERTY AND FUNDS OF CO-OPERATIVE SOCIETIES-50. Funds of a Co-operative society.

(1) The funds of a co-operative society may be raised by any or all of the following:

[Renumbering by Act A1634:s.9]

(a) entrance fees, which shall not be refundable except in cases where an application for membership has been rejected;

(b) shares subscribed and paid by members, of which a minimum number prescribed in the by-laws of such Co-operative society shall not be withdrawable except after termination of membership, while shares subscribed in excess of this minimum contribution may be withdrawable or transferable or both, subject to the provisions of this Act and the regulations and to any limitation laid down in the by-laws of such registered society;

(c) in the case of Co-operative societies which have as their object the promoting of thrift among their members and the creating of a source of credit for their members, subscription;

(d)
51 PART VI PROPERTY AND FUNDS OF CO-OPERATIVE SOCIETIES-51. Islamic financing or credit facility by co-operative society.

(1) No co-operative society shall grant any Islamic financing or credit facility except to its members, its employees including the chief executive officer as provided in their schemes of service, its subsidiary as provided under subsection 19(2), or another co-operative society as may be approved by the Commission, and such Islamic financing or credit facility shall be subject to the directives or guidelines issued by the Commission and by-laws of the co-operative society. (2) Subsection (1) shall not apply to a co-operative society that is permitted to grant any Islamic financing or credit facility given- (a) in the course of its business as provided in any other written law governing its operations; or (b) in accordance with its by-laws. (3) The Commission may, by order, prohibit or restrict the lending of money on a charge or mortgage of immovable property by any co-operative society or class, category or description of co-operati
52 PART VI PROPERTY AND FUNDS OF CO-OPERATIVE SOCIETIES-52. Restriction on borrowing.

(1) A co-operative society may accept deposits and borrow funds from its members. (2) Subject to section 52A and regulations, a co-operative society may borrow funds from persons who are not members of that co-operative society. (3) A co-operative society shall notify its members of its borrowings under subsection (1) at its annual general meeting. (4) Any co-operative society who fails to comply with this section commits an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit.

[Subs. Act A1297:s.44]

52A PART VI PROPERTY AND FUNDS OF CO-OPERATIVE SOCIETIES-52A. Restrictions on deposits from non-members.

(1) A co-operative society shall not accept deposits from persons who are not members of that co-operative society except as provided in the regulations. (2) Any co-operative society who contravenes subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit.

[Ins. Act A1297:s.45]

53 PART VI PROPERTY AND FUNDS OF CO-OPERATIVE SOCIETIES-53. Restriction on other transactions with non-members.

(1) Subject to sections 51 and 52, the transactions of a Co-operative society with persons other than its members shall be subject to such prohibitions and restrictions as may be set out by its by-laws.

[Am. Act A1297:s.46] (2) Any co-operative society or officer of the co-operative society who fails to comply with subsection (1), commits an offence and shall, on conviction- (a) in the case of a co-operative society, be liable to a fine not exceeding two hundred thousand ringgit; or (b) in the case of an officer of a co-operative society, be liable to a fine not exceeding two hundred thousand ringgit or to imprisonment for a term not exceeding six months or to both.

[Ins. Act A1297:s.46]

54 PART VI PROPERTY AND FUNDS OF CO-OPERATIVE SOCIETIES-54. Investment of funds.

(1) Subject to its by-laws, a co-operative society may invest its surplus funds in:

(a) any securities issued by the Government of Malaysia, Bank Negara Malaysia or any other securities approved by the Commission; or (b) shares of any other co-operative society.

(2) Unless otherwise provided in the regulations, no co-operative society shall invest its surplus funds in:

(a) bonds or debentures of any other co-operative society; (b) the securities of any company or any body corporate registered in Malaysia, other than those specified in subsection (1); (c) its subsidiaries; or (d) any other manner as may be specified by the Commission.

(3) Any co-operative society or officer of the co-operative society who fails to comply with subsection (2) commits an offence and shall, on conviction:

(a)
54A PART VI PROPERTY AND FUNDS OF CO-OPERATIVE SOCIETIES-54A. Investment in immovable properties.

(1) Unless otherwise provided in the regulations and subsection (2), no co-operative society shall acquire, hold or invest in any immovable property. (2) Subsection (1) shall not apply to a co-operative society where:

(a) holding of an immovable property is for the satisfaction of a debt of a member to the co-operative society; (b) its business involves the acquisition, investment in or sale of immovable property; (c) the acquiring, holding or investing of an immovable property is necessary for the purpose of conducting its business; or (d) it provides housing or other amenities for its employees which are set out in their schemes of service.

(3) Any co-operative society or officer of the co-operative society who fails to comply with subsection (1) commits an offence and shall, on conviction:

(a) in the case of a co-operative society, be liable
55 PART VI PROPERTY AND FUNDS OF CO-OPERATIVE SOCIETIES-55. Capital gains.

(1) A Co-operative society shall credit to its Capital Reserve Account all capital gains arising from:

(a) the sale of land or building, or both, as fixed assets; and (b) the revaluation of land or building, or both, as fixed assets, with the approval of the Commission.

(2) The capital gains referred to in paragraph (1) (a) may be utilised by the Co-operative society for all or any of the following purposes:

(a) the issue of bonus shares; (b) the writing off of accumulated losses; (c) the writing off of capital losses; and (d) the creation of a Bonus Share Redemption Fund.

(3) No Co-operative society shall utilise the capital gains referred to in sub-section (1) for the purpose of issuing bonus shares unless and until all its accumulated and current losses, if any, have been completely written off. (4) The
56 PART VI PROPERTY AND FUNDS OF CO-OPERATIVE SOCIETIES-56. Net profits.

The audited net profits of a Co-operative society for each financial year shall be determined after allowing for the operational expenses, provision for bad and doubtful debts, depreciation of assets, and diminution of investments.

[Am. Act A1297:s.3]

57 PART VI PROPERTY AND FUNDS OF CO-OPERATIVE SOCIETIES-57. Distribution of audited net profits.

(1) Every co-operative society shall- (a) maintain a Statutory Reserve Fund; and (b) before declaring any dividend from its audited net profits of each year, after due provision is made for taxation, transfer to its Statutory Reserve Fund out of the audited net profits of each year- (i) a sum equal to not less than twenty-five per centum of the audited net profits of that year, so long as the amount of the Statutory Reserve Fund is less than fifty per centum of its shares and subscription; or (ii) a sum equal to not less than fifteen per centum of the audited net profits of that year, so long as the amount of the Statutory Reserve Fund is fifty per centum but less than one hundred per centum of its shares and subscription.";

[Am. Act A963; Subs. Act A1297:s.50]

(1A) Notwithstanding subsection (1), the Commission may from time to time specify a different portion of the audited net profits of each
58 PART VII ACCOUNTS AND AUDIT-58. Maintenance of accounts.

(1) Every Co-operative society shall cause to be maintained such accounting and other records as will sufficiently explain the transactions and financial position of the Co-operative society and its subsidiary or subsidiaries, if any, and enable true and fair trading and profit and loss accounts and balance sheets and any documents required to be attached thereto to be prepared from time to time and shall cause those records to be maintained in such manner as to enable them to be conveniently and properly audited.

(2) Every Co-operative society shall cause appropriate entries to be made in the accounting and other records as soon as possible but not later than thirty days of the completion of the transactions to which they relate.

(3) Every Co-operative society shall cause to be prepared as soon as possible but not later than two months after the completion of each financial year its trading and profit and loss accounts and balance shee
59 PART VII ACCOUNTS AND AUDIT-59. Financial statement and report of the Board.

(1) Every Co-operative society shall, at some date not later than eighteen months after the registration thereof and subsequently once at least in every calendar year, lay at its annual general meeting:

(a) trading and profit and loss accounts, and any statement as may be determined by the Commission, for the period since the preceding accounts, or, in the case of the first account, since the registration of the Co-operative society, or its subsidiary or subsidiaries, if any, made up to a date not more than twelve months before the date of the general meeting;

[Am. A1297:s.52] (b) a balance sheet as at the date to which the accounts are made up;

(c) a report signed by or on behalf of the Board with respect to the state of affairs of the Co-operative society and its subsidiary or subsidiaries, if any and;

(d) the auditor's report referred to in section
60 PART VII ACCOUNTS AND AUDIT-60. Audit.

(1) Every co-operative society shall cause its accounts to be audited once at least in every financial year by:

(a) an auditor approved by the Commission; or (b) an officer of the Commission.

[Subs. A1297:s.53]

61 PART VII ACCOUNTS AND AUDIT-61. Approval of auditor of Co-operative societies.

(1) For the purposes of subsection 60(1), the Commission may by general or special order in writing, and upon the payment of such fees as may be prescribed, and subject to such terms and conditions as it deems fit approve any competent person to audit the accounts of a Co-operative society or Co-operative societies, as the case may be, under this Act if:

[Am. A1297:s.54]

(a) such person applies in writing to the Commission to be so approved; and (b) the Commission is satisfied that such person is fit and competent to be so approved.

(2) No person shall be approved to audit nor shall he audit the accounts of the same Co-operative society for any continuous period exceeding six years, but such person may be approved to audit and may resume auditing the accounts of a Co-operative society two years after he has ceased to audit the accounts of that registered society
62 PART VII ACCOUNTS AND AUDIT-62. Circumstances disqualifying a person from being approved or acting as auditor of a registered society.

No person shall be approved to audit the accounts of a Co-operative society or, where he is already approved as an auditor, shall audit the accounts of a Co-operative society or do anything required to be done by an auditor under this Act if:

(a) he is in any way indebted to the Co-operative society or to any of its subsidiaries;

[Am. A1297:s.54] (aa) he is a member of the co-operative society or a spouse to the officer of the co-operative society;

[Ins. A1297:s.55] (b) he is an officer of the Co-operative society or a partner of such officer in any enterprise;

(c) he is an employee of the Co-operative society or a partner of such employee in any enterprise;

(d) he is an employee of an officer of the Co-operative society or an employee of such employee; or

(e) he has been convicted of any offence
63 PART VII ACCOUNTS AND AUDIT-63. Duties of auditor.

(1) The auditor of a Co-operative society shall inspect and audit the accounts and other relevant records of the Co-operative society and shall forthwith draw the attention of the Commission and the Co-operative society to any irregularity disclosed by the inspection and audit that is, in the opinion of the auditor, of sufficient importance to justify his so doing.

(2) The auditor of a Co-operative society shall audit and report on the financial statements submitted by the Co-operative society after the close of the financial year.

(3) The auditor of a Co-operative society shall, in respect of the accounts, records and statements referred to in subsections (1) and (2), report:

(a) whether such financial statements give a true and fair view of the financial transactions and the state of affairs of the Co-operative society; and

(b) such other matters arising from the audit as he considers sho
64 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-64. Power of Commission to inspect books, etc., of Co-operative societies.

The Commission, or any public officer authorised by him generally or specially in writing, may inspect, with or without notice, any co-operative society and for the purpose of such inspection shall have access to all the books, accounts, documents and securities of a Co-operative society and its related corporation or subsidiaries, if any, and shall be entitled to inspect the cash in hand; and every officer (including any past officer) of the Co-operative society and its subsidiary or subsidiaries, if any, shall furnish such information and produce such books, accounts, documents and securities in regard to the transactions and working of the Co-operative society and its related corporation or subsidiaries, if any, as the person making such inspection may require.

[Am. A1297:s.57]

Provided that, so far as is consistent with the conduct of the inspection, such books, accounts, documents, securities and cash shall n
65 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-65. Power to seize and detain books and documents.

(1) If, in the course, of or consequent upon an inspection under section 64, it appears that an offence under this Act, the regulations or orders, has been committed, the Commission or its officer authorized by the Commission in writing to make such inspection may enter any premises belonging to or occupied by the co-operative society or such other place which is believed would assist the inspection or investigation and may seize and detain any books, accounts, documents, securities and cash of the co-operative society which may furnish evidence of an offence under this Act, the regulations or orders, where in the opinion of the Commission or its authorized officer:

(a) the inspection of such books, accounts, documents, securities and cash, the copying of them, or the making of extracts from them, cannot reasonably be undertaken without seizing or detaining them;

(b) such books, accounts, documents, securi
66 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-66. Inquiry.

(1) The Commission may, whether or not, consequent upon an inspection under section 64 or audit under section 60, hold an inquiry or direct any person authorized by the Commission by order in writing on his behalf to hold an inquiry into the constitution, working and financial position of the co-operative society and its related corporations, if any.

(2) For the purpose of an inquiry under subsection (1), the Commission or the authorized person referred to in subsection (1) may summon any person, which the Commission or the authorized person has reason to believe, has knowledge of any of the affairs of the co-operative society and may examine such person on oath and may require any person to produce or surrender any books, accounts and documents in his custody belonging to the co-operative society and its related corporation, if any, if the Commission or such authorized person has reason to believe that such books, accounts and documents may fu
67 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-67. Commission may communicate to Co-operative society result of inspection or inquiry.

If an inspection is carried out under section 64 or an inquiry is held under section 66, the Commission may communicate the result of the inspection or the inquiry to the Co-operative society and may, by order in writing, direct any officer of the Co-operative society to take such actions as may be determined in the order to remedy, within such time as may be specified therein, the defects, if any, disclosed as a result of the inspection or the inquiry.

[Am. A1297:s.3]

68 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-68. Inspection on the application of creditors.

(1) The Commission may, on the application of a creditor of a Co-operative society, inspect or direct any public officer authorised by him by order in writing in this behalf to inspect books, accounts, cash or other properties belonging to the Co-operative society and its subsidiary or subsidiaries, if any, and the Commission or such public officer shall have all the powers under section 64.

(2) No inspection shall be made or directed under subsection (1) on the application of a creditor of a Co-operative society unless the creditor:

(a) satisfies the Commission that the debt is a sum then due and that he has demanded payment thereof and has not received satisfaction within reasonable time; and

(b) deposits with the Commission such sum as the Commission may require as security for the costs of such inspection.

(3) The Commission shall communicate the result of an inspection un
69 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-69. Action by the Commission in respect of co-operative society in certain circumstances.

(1) The Commission after exercising its powers under section 64 or 66, as the case may be, and where the Commission is satisfied that a co-operative society:

(a) is carrying on its business in a manner detrimental to the interests of the co-operative society, its members, its depositors, the co-operative society sector or the public generally;

(b) is insolvent, or has become or is likely to become unable to meet all or any of its obligations, or is about to suspend payment to any creditors; or

(c) has contravened any provision of this Act or the Malaysia Co-operative Societies Commission Act 2007, or any condition of its registration under section 7 or any written law, regardless that there has been no criminal prosecution in respect thereof,

the Commission may, by order in writing, exercise any one or more of the following powers, as the Commission deems necessary:
69A PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-69A. Provisions in relation to appointment under section 69.

(1) A person appointed by the Commission under subsubparagraph 69(1)(iv)(B) or paragraph 69(2) (a) shall manage the affairs of the co-operative society until the new Board has been elected under the by-laws of the co-operative society or, if the order made under subsection 69(1) is set aside by the Minister under subsection 69(4).

(2) A person appointed by the Commission under subsubparagraph 69(1)(iv)(B), subparagraph 69(1)(v) or paragraph 69(2) (a) shall be appointed for a period not exceeding two years, but may be reappointed for three further consecutive periods not exceeding one year each, and shall, during such period of appointment or reappointment, hold his appointment or reappointment at the discretion of the Commission.

(3) The terms and conditions of an appointment referred to in subsection (1) shall be determined by the Commission and shall be binding on the co-operative society concerned.

(4) The app
69B PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-69B. Provisions in relation to removal from office under subparagraph 69(1)(iii) or subsubparagraph 69(1)(iv)(A).

(1) Any person removed from office under subparagraph 69(1)(iii) or subsubparagraph 69(1)(iv)(A) shall cease to hold the office from which he is removed with effect from the date set out in the order, and shall not thereafter hold any other office in that co-operative society or, in any manner, whether directly or indirectly, be concerned with, or take part, or engage in, any business, activities or affairs in relation to that co-operative society. (2) Any officer of the co-operative society who fails to comply with subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding one million ringgit or to imprisonment for a term not exceeding one year or to both and shall, in addition, be liable to a daily fine of one hundred ringgit for each day during which the offence continues after conviction.

[Ins. A1297:s.61]

69C PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-69C. Provisions in relation to assumption of control under paragraph 69(2) (a) .

(1) Where control of a co-operative society has been assumed pursuant to an order under paragraph 69(2) (a) , the co-operative society and its officers shall submit its property, business, activities and affairs to such control, and shall provide the Commission and, if the control is assumed by appointed person under paragraph 69(2) (a) , to such appointed person, all such facilities as may be required to carry on the business, activities and affairs of the co-operative society.

(2) Throughout the period of control of a co-operative society pursuant to an order under paragraph 69(2) (a) , there shall be vested in the Commission, or in the appointed person, as the case may be, all the powers of the co-operative society and its members and of members of its Board, under the by-laws of the co-operative society, or exercisable by the co-operative society or its members or members of its Board under any written law, regardless w
69D PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-69D. Completion of exercise of power under subsections 69(1) and (2) by the Commission.

(1) The Commission shall complete any exercise of powers under subsection 69(1) or (2) within a period not exceeding two years unless such period is extended by the Minister.

(2) The Minister may extend the period under subsection (1) for three further consecutive periods not exceeding one year each.

(3) Upon the expiry of such period referred to in subsection (1) or (2), and if in the opinion of the Commission, the Commission has not completed the exercise of its powers under subsection 69(1) or (2), the Commission may dissolve the co-operative society.

(4) Where the Commission considers that any exercise of the powers referred to in subsection 69(1) or (2) has been completed, the Commission shall submit any property, business, activities and affairs of the co-operative society to the newly elected Board and cause a notice to that effect specifying the date on which the exercise of such powers was completed to be published in t
70 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-70. Officer removed by the order of Commission shall not be reappointed.

If an officer of a Co-operative society has been removed by an order of the Commission under the subparagraph 69(1)(iii) or subsubparagraph 69(1)(iv)(A), such officer shall thereafter not be eligible to be appointed as a member of the Board or any committee of the Co-operative society or be re-employed by that or any other Co-operative society, as the case may be, for a period of five years from the date of such removal.

[Am. A1297:s.62]

71 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-71. Dissolution.

(1) The Commission may, if the Commission is of the opinion that a co-operative society ought to be dissolved, dissolve the co-operative society by making an order for the revocation of the registration of the co-operative society:

(a) when the Commission exercises its powers under subsection 69D(3);

(b) upon receipt of an application made by three-fourths of the members of a co-operative society; or

(c) after an inspection has been made under section 64 or 68 or after an inquiry has been held under section 66.

[Subs. A1297:s.63]

(2) Any member of a Co-operative society may, within a period of two months from the date of an order under subsection (1), appeal from such order to the Minister.

(3) If no appeal is presented to the Minister from an order under subsection (1) within a period of two months from the date of such order, the order shall take effect
71A PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-71A. [Deleted by Act A1297;s.64].

71B PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-71B. [Deleted by Act A1297;s.64].

71C PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-71C. [Deleted by Act A1297;s.64].

72 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-72. Revocation of registration of a Co-operative society due to lack of membership.

(1) The Commission may, by order in writing, revoke the registration of any co-operative society, other than a co-operative society which includes among its members one or more co-operative societies, if at any time it is proved to the Commission's satisfaction that the number of members of the first-mentioned co-operative society has been reduced to less than five.

[Am. Act A1297:s.65; Am. Act A1634:s.10]

(2) Every order made under subsection (1) shall take effect from the date of such order.

[Am. A1297:s.3,65]

73 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-73. Effect of revocation of registration.

If the registration of a Co-operative society is revoked by an order under section 71 or 72, the Co-operative society shall cease to exist as a corporate body from the date on which the order takes effect.

[Am. A1297:s.3,66]

74 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-74. Dissolution after revocation of registration of co-operative society.

If the registration of a co-operative society is revoked under section 71 or 72, the Commission may appoint a competent person which includes an officer of the Commission to be liquidator of the co-operative society.

[Am. A1297:s.3,67]

75 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-75. Liquidator's powers.

(1) A liquidator appointed under section 74 shall, subject to the guidance and control of the Commission and to any limitations imposed by the Commission by order under section 76, have power to:

(a) determine from time to time the contributions to be made by members and past members or by the estates of deceased members of the Co-operative society to its assets;

(b) appoint a day by notice before which creditors whose claims are not already recorded in the books of the Co-operative society shall state their claims for admission or be excluded from any distribution made before they have proved them;

(c) decide any question of priority which arises between claimants and draw up a scheme for the payment of their dues;

(d) institute and defend suits and other legal proceedings by and on behalf of the Co-operative society by his name or office and to appear in court as a litig
76 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-76. Power of Commission to control liquidation.

The Commission may, in respect of a Co-operative society referred to in section 74:

(a) rescind or vary any order made by a liquidator and make whatever new order is required;

(b) remove a liquidator from office;

(c) call for all books, documents and assets of the Co-operative society;

(d) by order in writing limit the powers of a liquidator under section 75;

(e) require accounts to be rendered to him by the liquidator;

(f) procure the auditing of the liquidator's accounts and authorise the distribution of the assets of the society; and

(g) make an order for the remuneration of the liquidator, which remuneration shall be included in the costs of liquidation and shall be payable out of the assets in priority to all other claims.

[Am. A1297:s.3]

77 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-77. Enforcement of order.

An order made by the liquidator or by the Commission under section 75 or 76 shall be enforced by any court.

[Subs. Act A1297;s.69]

78 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-78. Limitation of the jurisdiction of the civil court.

Except as provided expressly in section 77, no civil court shall have any jurisdiction in respect of any matter concerned with the dissolution of a Co-operative society under this Act, and no appeal shall lie to any civil court from any order of the liquidator.

[Am. Act A1297;s.3]

79 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-79. Priority of payments by liquidator.

(1) In the liquidation of a Co-operative society whose registration has been revoked, funds of the Co-operative society, including the funds in the Reserve Account, shall be applied first to the costs of liquidation, then to the discharge of the liabilities of the Co-operative society, then to the payment of the share or subscription and then, if the by-laws of the Co-operative society permit, to the payment of a dividend at the rate prescribed in the regulations for any period for which no dividend was paid.

(2) The priority of payment of the unsecured debts of a Co-operative society in such liquidation as is referred to in subsection (1) shall rank in the following order:

(a) firstly, the costs of liquidation, including the remuneration of the liquidator as provided under paragraph 76 (g) ;

(b) secondly, all amounts due to the Government of Malaysia on unsecured loans or advances and all a
80 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-80. Power of Commission to surcharge officers, etc. of a registered society.

(1) If, in the course of a dissolution of a cooperative society or consequent upon an audit under section 60 or an inspection under section 64 or 68 or an inquiry under section 66 or an investigation under Part VI of the Malaysia Co-operative Societies Commission Act 2007, it appears that any person who has taken part in the organization or management of such co-operative society or any past or present officer of the co-operative society, agent or member of the co-operative society has misapplied or retained or become liable or accountable for any money or property of such co-operative society or has been guilty of misfeasance or breach of trust in relation to such co-operative society, the Commission may on its own motion or on the application of the liquidator or contributory, examine into the conduct of such person and make an order requiring him to repay or restore the money or property or any part thereof with return or interest at such rate as th
81 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-81. Appeal against the order of Commission.

Any person aggrieved by any order of the Commission made under section or 80 may appeal to the Minister within twenty-one days from the date of such order and the decision of the Minister shall be final and conclusive.

[Am. Act A1297;s.3, s.72]

82 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-82. Settlement of disputes.

(1) If a disputes touching the constitution, by-laws, election of officers, conduct of general meetings, management or business of a Co-operative society arises:

(a) among members, past members and persons claiming through members, past members and deceased members;

(b) between a member, past member or person claiming through a member, past member or deceased member, and the society, its Board, or any officer of the Co-operative society;

(c) between the Co-operative society or its Board and any officer of the Co-operative society; or

(d) between the Co-operative society and any other Co-operative society,

such dispute shall be referred to the Commission for decision.

(2) A claim by a Co-operative society for any debt or demand due to it from a member, past member or the nominee, heir or legal representative of a deceased member shall be deemed
83 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-83. Tribunal.

(1) The Minister may, on the recommendation of the Commission, establish a tribunal to perform the functions specified in subsection (2).

(2) A tribunal established under subsection (1) may hear and determine any dispute within the meaning of subsection 82(1) and 82(2) which is referred to it under this section.

(3) The Minister may make such regulations, which are not inconsistent with the provisions of this Act, as may be necessary or expedient for the purpose of enabling the tribunal to carry out its functions, and in particular, without prejudice to the generality of the foregoing power, such regulations may provide for the constitution, officers and proceedings of the tribunal.

(4) Upon the establishment of a tribunal under subsection (1), all disputes within the meaning of subsections 82(1) and 82(2):

(a) arising after such establishment; or

(b) which, before such establishmen
84 PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-84. Case stated on question of law.

(1) Notwithstanding anything contained in section 82, the Commission, at any time when proceeding to a decision under this Act, or the Minister at any time when an appeal has been preferred to him against any decision of the Commission under this Act, may refer any question of law arising out of such decision for the opinion of the High Court.

(2) Any Judge of the High Court, as the Chief Justice may direct, may consider and determine any question of law referred to such High Court under subsection (1), and the opinion given on such question shall be final and conclusive.

[Am. Act A1297;s.3]

84A PART VIII INSPECTION, INQUIRY, DISSOLUTION AND DISPUTES-84A. Co-operative society business based on Syariah.

(1) Any co-operative society carrying on business or activity based on Syariah may, from time to time, seek the advice of the Syariah Advisory Council on the operation of its business or activity in order to ensure that it is in accordance with Syariah.

(2) Any co-operative society carrying on business under subsection (1) shall comply with any written directions issued from time to time by the Commission, in consultation with the Syariah Advisory Council.

(3) For the purpose of this section, "Syariah Advisory Council" means the Syariah Advisory Council established under subsection 16B(1) of the Central Bank of Malaysia Act 1958 [ Act 519 ].

[Ins. Act A1297;s.75]

85 PART IX MISCELLANEOUS-85. Voluntary amalgamation, transfer and division.

A Co-operative society may:

(a) amalgamate with another Co-operative society or other Co-operative societies to form one single Co-operative society;

(b) transfer its assets and liabilities to another Co-operative society; or

(c) divide itself into two or more Co-operative societies,

in accordance with the regulations.

[Ins. Act A1297;s.3]

85A PART IX MISCELLANEOUS-85A. Submission of information and statistics.

(1) A co-operative society, an officer of the co-operative society, a member of the co-operative society or any person required by the Commission shall submit to the Commission such returns, statistics, documents or information within such time and in such manner or form as the Commission may require by notice in writing.

(2) The Commission may require the document or information submitted under subsection (1) to be duly certified by the auditor.

(3) Any returns, statistics, documents or information submitted to the Commission under subsection (1) shall be true, accurate and complete.

(4) Where the information obtained by the Commission under subsection (1) relates to the accounts or affairs of the members of the co-operative society, that information shall be regarded as confidential between the Commission and the members of the co-operative society.

(5) A co-operative society shall disclose information to any credit bu
86 PART IX MISCELLANEOUS-86. Power to make regulations.

(1) The Commission may, with the approval of the Minister, make such regulations under this section as may be necessary for the purpose of carrying out or giving effect to the principles and provisions of this Act.

(2) In particular, without prejudice to the generality of the power conferred by subsection (1), such regulations may:

(a) prescribe the forms to be used and the conditions to be complied with in applying for the registration of a co-operative society and the procedure in the matter for such application;

(b) prescribe the matters in respect of which a co-operative society shall or may make by-laws and for the procedure to be followed in making, amending and rescinding its by-laws including the by-laws which are inconsistent with the provision of this Act, and the conditions to be satisfied prior to such making, amendment or rescission;

(c) prescribe all matters relating
86A PART IX MISCELLANEOUS-86A. Power to make order.

The Commission may, with the approval of the Minister, make such order under this section as may be necessary for the purpose of carrying out or giving effect to the principles and provisions of this Act.

[Ins. Act A1297;s.78]

86B PART IX MISCELLANEOUS-86B. Power to issue directives, guidelines, etc.

(1) The Commission may issue directives, guidelines, circulars or notices in respect of any provision of this Act including the matters set out in the Schedule as are necessary or expedient to give full effect to or for the carrying out the provisions of this Act.

(2) The Commission, with the approval of the Minister may, from time to time, by order published in the Gazette , vary, delete, add to, substitute for, or otherwise amend the Schedule under subsection (1) and upon publication of such order, the Schedule, as varied, deleted, added to, substituted for or otherwise amended, shall come into full force and effect and shall be deemed to be an integral part of this Act as from the date of such publication, or from such later date as may be specified in the order.

(3) Any directives, guidelines, circulars or notices issued under subsection (1) may relate to all, or any class, category or description of co-operative society and
87 PART IX MISCELLANEOUS-87. Exemption.

(1) The Minister may, on being satisfied that it is desirable to do so in the interest of the development of co-operative society generally or of a particular co-operative society or a particular class, category or description of co-operative society, by general or special order, subject to such conditions as he may impose, exempt any co-operative society or class, category or description of co-operative society, from any of the provisions of this Act, or direct that such provisions shall apply to any co-operative society or class, category or description of co-operative society, with effect from such date or with such modifications as may be specified in the order.

(2) Any exemption made under subsection (1) shall be published in the Gazette.

[Subs. Act A1297;s.79]

88 PART IX MISCELLANEOUS-88. Recovery of sums due to Government.

(1) All sums due from a Co-operative society or from an officer or member or past member of a Co-operative society as such to the Federal Government or any State Government may be recovered as a debt due to such Government.

(2) Sums due from a Co-operative society to the Federal Government or any State Government and recoverable under subsection (1) may be recovered:

(a) firstly, from the property of the Co-operative society;

(b) secondly, in the case of Co-operative societies in which the liability of members is limited, from the members subject to the limit of their liability; and

(c) thirdly, in the case of other Co-operative societies, from the members.

[Am. Act A1297;s.3]

89 PART IX MISCELLANEOUS-89. [Deleted by Act A1297;s.80].

90 PART IX MISCELLANEOUS-90. Non-application of certain laws.

The provisions of the laws for the time being in force relating to trade unions, associations, Co-operative societies and companies shall not apply to Co-operative societies registered under this Act.

[Am. Act A1297;s.3]

91 PART IX MISCELLANEOUS-91. General offences.

(1) It shall be an offence under this Act if:

(a) a co-operative society, an officer of a co-operative society or a member of a co-operative society performs any act which requires the consent or the approval of the Commission or the general meeting without first having obtained such consent or approval;

(b) a co-operative society, an officer of a co-operative society or a member of a co-operative society neglects or refuses to do an act or thing which is required by or under this Act, regulations or orders, to be done;

and

(c) a co-operative society or any person does or causes to be done an act or thing prohibited by, or fails to comply with, the requirements of this Act, regulations or orders.

(2) Any co-operative society, officer of a co-operative society, member of a co-operative society or any person, guilty of an offence under this section shall be liable, on conviction, to a fin
92 PART IX MISCELLANEOUS-92. Proceedings how and when taken.

The Commission or its officer authorized by it in writing may, with the consent of the Public Prosecutor in writing, prosecute in any court any case in respect of any offence committed under this Act.

[Am. Act A1297;s.82]

93 PART IX MISCELLANEOUS-93. Power to compound offences.

(1) The Executive Chairman of the Commission may, with the consent in writing of the Public Prosecutor, compound any offence committed by any person which is punishable under this Act or any regulations or orders made under this Act by making a written offer to such person to compound the offence by paying to the Commission within such time as may be specified in the offer such sum of money which shall not exceed fifty per centum of the amount of the maximum fine including the daily fine, if any, in the case of a continuing offence, to which that person would have been liable if he had been convicted of the offence.

(2) Any money paid to the Commission pursuant to the provisions of subsection (1) shall be paid into and form part of the operating fund of the Commission.

(3) An offer under subsection (1) may be made at any time after the offence has been committed, but before any prosecution for it has been instituted, and where the amoun
93A PART IX MISCELLANEOUS-93A. Court may order compliance.

Where a co-operative society or any person has been convicted of an offence under this Act, the court may, in addition to any fine or term of imprisonment that may be imposed, order such co-operative society or person to rectify the contravention of this Act in respect of which the co-operative society or person was convicted.

[Ins. Act A1297;s.84]

94 PART X REPEAL, SAVING AND TRANSITIONAL-94. DEFINITION.
In this Part, "repealed laws" means the laws repealed under section 95.

95 PART X REPEAL, SAVING AND TRANSITIONAL-95. Repeal and saving.
(1) The following Act and Ordinances are repealed:

(a) the Co-operative Societies Act 1948; (b) the Co-operative Societies Ordinance 1958 (Sabah); and (c) the Co-operative Societies Ordinance (Sarawak).

(2) The body corporate established under section 3A of the Co-operative Societies Act 1948 under the name "Commission of Co-operative Societies, Malaysia" shall continue to exist as a body corporate under this Act and shall be deemed to be the body corporate established under section 3. (3) Subject to subsection (4), any register kept or maintained or any fund held and administered pursuant to the repealed laws shall be deemed to be part of a corresponding register or fund under this Act. (4) Notwithstanding subsection (3):

(a) the Audit and Supervision Fund constituted under the Co-operative Societies Rules of Sabah and the Co-operative Societies Rules of Sarawa
96 PART X REPEAL, SAVING AND TRANSITIONAL-96. Status of registration and by-laws of Co-operative societies registered under the repealed law.

(1) A Co-operative society which was immediately before the commencement of this Act registered or deemed to be registered under the provisions of the repealed laws shall be deemed to have been registered under this Act.

(2) Subject to subsection (3), Co-operative societies registered or deemed to be registered under any of the repealed laws shall, not later than two years after the commencement of this Act, amend their by-laws so as to bring them in conformity with the provisions of this Act.

(3) Subsection (2) shall not apply to any by-law of a Co-operative society made under any of the repealed laws under which individual persons as well as Co-operative societies, or under which different types of Co-operative societies, may become members of such Co-operative society or which provides that such Co-operative society shall be a Co-operative society with unlimited liability, if such by-law was not inconsistent with the provisions of th