United to grow value for every member.

Co-operative Societies Act No. 20 of 1998 (Part III, Section 19)

Preliminary — Definitions / Interpretation

These By-laws relate to the regulation of the Lusaka Avocado Multi-Purpose Co-operative, Limited, and provide for matters connected with or incidental to the foregoing. In these By-laws, unless the context otherwise requires:

“Act”

means the Co-operative Societies Act No. 20 of 1998 and any amendments thereto, and/or any other law replacing it.

“Board of Director”

means the governing body of Lusaka Avocado Multi-Purpose Co-operative, Limited to whom the supervision and direction of its affairs are entrusted by the members.

“By-laws”

mean these By-laws for the Lusaka Avocado Multi-Purpose Co-operative, Limited.

“Co-operative”

means a co-operative registered by the Registrar of Co-operatives under the current Act — in this respect the Lusaka Avocado Multi-Purpose Co-operative, Limited.

“Member”

means any person accepted by the Board of Directors in accordance with the qualifications set forth in these by-laws, who is authorised by his or her rights to vote at General Meetings of the Union.

“Non-Member”

means any person, association / organisation or institution not being a member that uses the services of the Union to such an extent as provided for in these By-laws.

“Patronage Bonus”

means a share of the net surplus of the Co-operative divided amongst its members in proportion to the use made of the services of the Co-operative.

“Registrar”

means the Registrar of Co-operatives.

“Resolution”

means a resolution passed by a majority of the members at a duly constituted meeting of the Co-operative.

All other words or phrases shall be defined or interpreted in accordance with the Co-operative Societies Act No. 20 of 1998 or any Law replacing it. All questions concerning interpretation of these By-laws or any other matter not provided for herein, errors and omissions, shall be referred to the Registrar whose decision thereafter shall be final and conclusive.

Preamble — Statement on the Co-operative Identity

Definition. A Co-operative is an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly owned and democratically controlled enterprise.

Values. Co-operatives are based on the values of self-help, self-responsibility, democracy, equality, and solidarity. In the tradition of their founders, co-operative members believe in the ethical values of honesty, openness, social responsibility and caring for others.

Principles. The Co-operative principles are guidelines by which co-operatives put their values into practice:

1. Voluntary and Open Membership — Co-operatives are voluntary organisations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination.
2. Democratic Member Control — Co-operatives are democratic organisations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary co-operatives members have equal voting rights (one member, one vote).
3. Member Economic Participation — Members contribute equitably to, and democratically control, the capital of their co-operative. At least part of that capital is usually the common property of the Co-operative. Members allocate surpluses for developing their co-operative, benefiting members in proportion to their transactions, and supporting other approved activities.
4. Autonomy and Independence — Co-operatives are autonomous, self-help organisations controlled by their members. If they enter into agreements with other organisations, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their co-operative autonomy.
5. Education, Training and Information — Co-operatives provide education and training for their members, elected representatives, managers and employees, and inform the general public about the nature and benefits of co-operation.
6. Co-operation among Co-operatives — Co-operatives serve their members most effectively and strengthen the movement by working together through local, national, regional and international structures.
7. Concern for Community — Co-operatives work for the sustainable development of their communities through policies approved by their members.

1.0 — Name and Address

1.01 The name of this organisation is Lusaka Avocado Multi-Purpose Co-operative, Limited, hereinafter referred to as the co-operative.

1.02 The Co-operative’s postal address shall be: Lusaka Avocado Multi-Purpose Co-operative, Limited, Plot # 6662, Olympia Park, Box 50116RW, Lusaka District, Lusaka Province, Zambia.

1.03 The Registered Office shall be at Plot # 6662, Olympia Park, Box 50116RW, in Lusaka District.

1.04 The operations of the co-operative will be concentrated within and around Lusaka District, but shall extend its services and all other activities to other parts of Lusaka Province.

2 — The Objective

The objective for which the co-operative is established is to promote the economic, social, cultural and environmental aspirations of its members and the community. The objects are:

1. 2.01 Facilitating the trading and supplying to its members and the general public of all kinds of farming accessories, implements, seeds, fertilizers, agro-chemicals and any other agricultural inputs.
2. 2.02 Facilitating the business of marketing of Avocado and establishing handling, grading, storing and packaging facilities that meet international standards.
3. 2.03 Promoting Avocado Value Addition.
4. 2.04 Providing necessary and appropriate information, education and training to individual members, the Board of Directors and staff in the field of the Co-operative Movement, agriculture, social and economic factors, and business skills, and disseminating information to the general public.
5. 2.05 Conducting or participating in any Shows and Fairs, and holding competitive exhibitions of commercial and agricultural activities including avocados, fruits, vegetables, livestock, dairy, poultry and fisheries, together with agricultural implements, machinery, marketing, processing, preservation, storage and consumption. Such events may also include activities not directly associated with agriculture, including sports, entertainment and games.
6. 2.06 Establishing Avocado plantations and promoting Out-Grower schemes in the Avocado Value Chain.
7. 2.07 Lobbying, soliciting and advocating with any institutions, organisations and/or Government for the interests and aspirations of its members, particularly in fields relating to the objects of the co-operative.
8. 2.08 Raising funds for the Co-operative by issuing shares to its members, receiving deposits, and organising and managing loans and credit schemes to promote avocado and agricultural production and commercial activities among its members.
9. 2.09 Conducting any other legal means to attain the stated objects, such as acquiring and owning land, buildings and machinery necessary for the co-operative’s business and that of its members.
10. 2.10 Conducting the works of the co-operative so that capital accumulation is achieved to ensure its development and independence, while it may seek financial assistance from NGOs, Co-operating Partners and the Government for specific programmes and projects that advance members’ interests and National Development.

3 — Membership

3.01 Membership shall comprise the members on register at the commencement of these by-laws and subsequent applicants admitted in accordance with them.

3.02 — Application for Membership. Applications shall be made in writing to the Board of Directors, accompanied by a non-refundable application fee to be advised by the Board and subject to review from time to time.

3.03 — Considering the Applications. The Board reserves the right to accept or reject any applicant. Aggrieved applicants have the right to appeal to the Annual General Meeting or to the Registrar of Co-operatives.

3.04 — Rights and Obligations. All members shall:

1. Purchase at least a minimum of two (2) shares in the Co-operative;
2. Observe the Co-operative Societies Act, Regulations, these By-laws and the Resolutions passed at any duly convened General Meetings;
3. Participate in the development of the Co-operative pursuant to the objects in these By-laws;
4. Attend and participate in General Meetings and take part in elections;
5. Give, obtain and share information regarding the functions and operations of both the members and the Union.

3.06 — Termination of Membership. Membership may be terminated by: (a) resignation or withdrawal; (b) expulsion in accordance with By-law 3.10; (c) notice of being liquidated, wound up, or registration cancelled by the Registrar.

3.07 — Suspension of Members. A member may be suspended by the Board and recommended for expulsion to the AGM for: (a) any action considered disloyal or contrary to the interests of the Co-operative; or (b) any action likely to defeat, frustrate or hinder its objects.

3.08 A suspended member has no rights of membership until the suspension is lifted.

3.09 Only the General Meetings may consider expulsion, on recommendation from the Board.

3.10 Expelled members forfeit rights and benefits with effect from the date of expulsion.

3.11 If the General Meeting fails to approve, by a two-thirds majority of those voting, an expulsion or suspension, the member shall be immediately re-instated as if no suspension had been imposed, and it shall not be re-imposed for the same offence unless it is a continuing offence.

3.12 Appeals against suspensions lie with the General Meetings called for the purpose.

4 — Shares and Funds of the Co-operative

1. (4.01a) The share capital shall be the total nominal shares issued to members on Register at any given time. Each share shall be valued at One Thousand Kwacha (K1,000).
2. (b) Each member shall hold twenty (20) shares of K1,000 each — Twenty Thousand Kwacha (K20,000) — known as a Member’s full shares.
3. (c) Only a member who has paid at least two (2) shares of K1,000 each shall exercise the full rights of membership.
4. (d) Members shall pay for their shares through the authorised channels of the Co-operative.
5. (e) A member shall pay for all full shares within twelve (12) months from the date of becoming a member, failing which the membership shall be nullified.
6. (g) No member shall hold more than one-fifth (1/5) of the total paid-up shares in the Co-operative.

4.02 The funds of the Co-operative shall consist of: share capital (K1,000 per share, or as determined from time to time); annual membership contributions; application fees; deposits and loans from members and other sources; co-operative deposits and savings with bank(s); statutory reserves and surpluses; interest from deposits and investments; and any other income from operations.

4.03 The Co-operative shall hold in trust the individual members’ Savings Accounts.

5 — Disposal of the Net Surplus

5.01 The net surplus of any financial year shall be distributed as follows:

1. Not less than 25% to the Reserve Fund against future possible losses and for reinvestment.
2. 15% for disseminating information and providing education and training to members and the community.
3. Share capital and members’ savings shall receive interest at the prevailing bank rate.
4. The patronage bonus shall be paid on recommendation by the Board to the AGM, upon advice of the Auditors and subsequent AGM approval.
5. The balance may be distributed by the General Meeting on the Board’s recommendation, including gratuities or honoraria to deserving officers and the retiring Board.

6 — Trade / Business with Non-Members

6.01 The Co-operative may do business with non-members, but non-members shall have no right or claim to services reserved for members only.

6.02 Trade with non-members shall not attract dividends, bonuses or any benefits arising from the co-operative’s annual surplus.

7 — The Organisational Set-Up

7.01 The organs of the co-operative are: (a) the General Meeting, comprising the general membership; (b) the Board of Directors, elected from among members at AGMs; (c) the Management, employed by the Board to carry out day-to-day operations.

7.02 Only paid-up members are eligible to belong to the bodies in 7.01(a) and (b).

7.03 Management shall be employed on merit from among members and the public.

7.04 The Board may appoint any other committee to carry out specific duties, for a limited period as directed by the Board.

8 — General Meetings

8.01 The supremacy of the Co-operative is vested in the General Meetings, held at least once every year (AGM). Members and the Board may call extraordinary meetings for specific business.

8.02 The quorum at General Meetings shall be not less than fifty (50) members of the total membership on Register.

8.03 The order of business at the AGM includes: registration and call to order; reading, correction and approval of the previous minutes; business arising; reports of the Board; report of the Auditors; adoption of the Auditors’ report; disposal of reports; apportionment of the net surplus; business laid before the meeting by the Board; motions from members; amendments to these By-laws; appointment of Auditors; decisions on remuneration of the Board and Auditors; new business; elections of the Board; and any other business referred by the Board.

8.04 The Chairperson shall be the Co-operative’s representative to any association, organisation or forum requiring co-operative representation, without the sanction of the Board Meeting.

8.05 Delegates’ expenses to the AGM shall be met by members themselves, except items reserved by the Co-operative such as stationery, meals and snacks.

9 — Board of Directors

9.01 The Co-operative shall have a Board of Directors comprising seven (7) individuals elected from among members at the General Meeting for that purpose.

9.02 Election shall be fairly represented on a zone basis; each identified zone elects at least one person. If the area of operation has not been zoned, the Board is elected at the General Meeting.

9.03 There shall be no Special Board Members appointed by the elected Board, even from outside membership.

9.04 The General Meeting shall elect, from among the elected Directors, the Chairperson, Vice-Chairperson and one other Executive Director, each for one year, eligible for re-election during their term. Where there is a Secretary and Treasurer, the Executive Board comprises the Chairperson, Secretary and Treasurer.

9.05 Directors serve a term of three (3) years; however (a) three of the Directors elected at the first General Meeting retire at the end of their tenure and the remainder qualify for re-election at the AGM; (b) the remaining four would retire at the end of their second tenure; and this slotting applies where the entire Board is dissolved.

9.06 Retiring Directors may be re-elected but shall not serve more than six consecutive years.

9.07 A retiring Director may receive an honorarium as recommended by the Board to the AGM, on merit and subject to funds.

9.09 Subject to AGM review, a Director removed before the expiry of their term may be eligible for an honorarium, unless removal is on disciplinary grounds.

9.10 On election, Directors shall sign a Declaration of Office under Oath regarding faithful performance of their duties.

10 — Non-Eligibility for the Board; Vacation of Office

10.1 No person is eligible for the Board who: (a) is directly or indirectly concerned in the management of the Co-operative on a remuneration basis; (b) has been convicted of an offence involving dishonesty or imprisoned for three months or more; (c) is an undischarged bankrupt; (d) is a director of, or concerned in the management of, a competing co-operative; or (e) is of unsound mind.

10.2 — Vacation of Office. A Board member ceases to hold office if: disqualifying circumstances arise; they become of unsound mind; they accept an office of profit or receive honorarium without written Board sanction; they are removed for good reason by a two-thirds majority at an AGM called for that purpose; they are absent without good cause from three consecutive Board meetings; they are convicted of dishonesty and imprisoned for three months or more; they cease to be a member; they resign in writing; or they die.

10.3 In addition, the following apply: any action considered disloyal or contrary to the interests of the Co-operative; or any action likely to defeat, frustrate or hinder its objects.

11 — Co-option to the Board for Vacant Seats

11.01 The Board shall obtain the election of a successor to a member who ceases to be a Board Member before the end of term.

11.02 If the AGM does not meet to conduct elections, retiring Board Members continue in office until the AGM is called and successors elected — a situation not to be encouraged.

12 — Powers and Duties of the Board

12.01 The business of the Co-operative shall be directed and supervised by the Board, exercising all powers conferred under the Act, Rules and these By-laws. The Board shall, in addition: appoint and employ the Manager (Executive Director) responsible for day-to-day management, who attends Board Meetings and submits Management Reports; review and approve staff remuneration and conditions; and decide matters of principle or great financial importance, including changes in the area of operations, aims and plans, purchase of real estate per approved Business Plans (disposal of high-value assets being reserved to the General Meeting), and preparation of financial statements for the General Meeting.

12.02 The Directors may make arrangements to form subsidiary company(ies) with objects wholly or partly similar to those of the Co-operative, and deal with the same in accordance with its objects.

12.03 Subject to these By-laws, the Board may execute such powers as are required by the Act and Rules to be exercised by resolutions of the members at the AGM.

12.04 Minutes of Board decisions shall be kept at the Head Office of the co-operative.

13 & 14 — The Executive Committee (EXCO)

There shall be one Executive Committee elected by the Board, comprising the Chairperson, Vice-Chairperson, Secretary and Treasurer, responsible for both administrative policy and operations.

14.1 EXCO shall follow up implementation of Board decisions, undertake actions required between Board Meetings to achieve the objectives, and make recommendations to the Board. 14.2 EXCO shall meet at least once every two (2) months.

15 & 16 — Duties of the Chairperson / Vice-Chairperson

The Chairperson presides at the opening and closing of all meetings, ensuring that Board orders and resolutions are carried into effect; presenting the Directors’ Report to the AGM; counter-signing cheques, notes, bills of exchange and other negotiable instruments (unless others are authorised by Board resolution); and carrying out all duties incidental to the office. In the absence or inability of the Chairperson, all rights and powers vest for the time being in the Vice-Chairperson.

17–21 — Board Meetings

17. The Board shall meet quarterly, unless avoidable circumstances require a Special Board Meeting. 18. The quorum at a Board meeting shall be not less than seven (7), one of whom must be the Chairperson or Vice-Chairperson. 19. The Directors may, at the request of not less than five (5) Board members, convene a Special Meeting; the request must state its objects, be signed by the requesting Directors, and be deposited at the registered office. 20. The Board may make standing orders regulating the conduct of business and procedure at its meetings. 21. The Chairperson of the meeting shall have a casting or deciding vote.

22 & 23 — Remuneration and Liability of Board Members

22. Board members shall be paid remuneration determined by the AGM in accordance with the Act, Rules and these By-laws, and may recover reasonable extra expenses such as travelling. 23. If a loan or transaction is made in contravention of these By-laws, all officers who made or assented to it shall be jointly and severally liable to the co-operative for its amount, and may be relieved of liability only by a decision of a court.

24 — Officers Appointed by the Board (Manager / Executive Director)

24.01 There shall be an Executive Director appointed by the Board. 24.02 The Executive Director shall: conduct the business per the Board’s instructions; keep the funds and securities in safe custody; keep full and accurate accounts of receipts and payments; make payments as directed; attend meetings and keep records of votes and minutes; give notice of Board meetings; prepare the Balance Sheet and all statutory reports; account to the Board for all transactions and the financial position; prepare accounts for audit and submission; keep the Seal in safe custody; implement the Strategic Plan as approved by the Board; and perform such other duties as prescribed by the Board.

25 & 26 — Accounts and Auditors

25. The Board shall keep such books and statements of account as required under the Co-operative Societies Act, Rules and these By-laws, and Resolutions of duly convened meetings. 26.01 The accounts shall be examined, audited and reported on annually by the appointed External Auditors. 26.02 The Co-operative shall produce all books, accounts and vouchers to the Auditors, who may require from the Board, officers, employees and agents such information as they consider necessary. 26.03 The expenses of the audit shall be paid from the funds of the Co-operative.

27 & 28 — Signatories and Common Seal

27. The Board shall appoint a suitable number of signatories, including the Executive Director, on panels A and B. 28. The Co-operative shall have a Common Seal in the form of the words “Lusaka Avocado Multi-Purpose Co-operative Limited”, kept by a person appointed by the Board (preferably the Executive Director) and used on all documents executed in the name of the Co-operative.

29 & 30 — Banking; Financial Year

29. The Union shall maintain bank account(s) with one or more commercial banks; the Executive Director, Accountant, Chairperson, Secretary or other Board member shall be signatories to cheques and negotiable documents; quarterly statements shall be produced to the Board; and where the Government of Zambia is a Guarantor, the Registrar (or representative) will be a counter-signatory while the Co-operative remains indebted.

30. The Financial Year runs from 1st January to 31st December. Records shall be kept as required by the Registrar. At closing, stock on hand shall be valued at least 10% below purchase value (or lower prevailing value); at least 15% of the original cost of fixtures and equipment shall be written off, and premises depreciated by at least the amount the taxation authorities recognise as deductible. The Board shall, within four months of year-end, prepare and submit the Annual Report and Audited Accounts to the AGM for the preceding year.

31 — Registers

The following shall be maintained in proper order: a Register of Members (names, addresses, membership numbers, shares held, dates of admission and termination, and nominees/solicitors); a Cash Book; a Ledger; a Minutes Book for General and Board Meetings; a Register of Shares; and such other records as the Registrar may require.

32 — Powers of the Registrar of Co-operative Societies

32.01 The Registrar may, with the blessing of the General Meeting, appoint officers to provide management and administrative support where the entire Board has been removed under section 47 of the Act. 32.02 Such action is effective for one year from the Registrar’s decision, or such lesser period as the Registrar may decide.

33 — General Regulations

33.01 Rights to participate in decisions of the Co-operative’s affairs shall be as the AGM determines. 33.02 A member desiring inclusion of business in the AGM notice shall give the Board written notice 30 days in advance. 33.03 Before deliberations, members may elect a Chairperson of that meeting by open vote; other elections are by ballot; voting on non-election matters is open unless a ballot is demanded. 33.05 The Co-operative is liable for its obligations only to the amount of its assets, including pledged shares. 33.06 A member’s complaint submitted to the Board must be investigated and the complainant informed of the decision. 33.07 Disputes shall be settled in accordance with the Laws of Zambia; the Registrar may appoint an arbitrator. 33.08–33.09 Amendments to these By-laws are made under Section 20 of the Act, submitted to the Registrar; no alteration is valid unless approved and sanctioned by the Registrar. 33.10 The Union shall seek liquidation where two-thirds of the paid-up share capital has been lost and not made good within three months of being reported to a General Meeting. 33.11 On dissolution, share capital (after lawful winding up) shall be repaid to members. 33.12 Remaining funds shall be allocated to general welfare purposes approved by the Registrar; minutes, management records, auditors’ reports and ledgers shall be delivered to the Registrar. 33.13 All other questions shall be decided in accordance with the Co-operative Societies Act and the Registrar of Co-operatives.

These are the By-laws of the Lusaka Avocado Multi-Purpose Co-operative Limited.