Co-operative Societies Law

1. Citation This Law may be cited as the Co-operative Societies Law.

2. Interpretation In this Law - "appropriate authority" means the member of the Government of the State for the time being charged with responsibility for co-operative societies; "bonus" means a share of the surplus of a registered society divided among its members in proportion to the volume of business done by them with the society from which the surplus of the society was derived; "by-laws" means the registered by-laws made by a society in the exercise of any power conferred by this Law, and includes any registered amendment thereof; "central financing society" means a registered society of which the principal object is to make loans to other registered societies; "central society" means a registered society established to facilitate the operations of registered societies in accordance with co-operative principles and includes a central financing society; "committee" means the governing body of a registered society to whom the management of its affairs is entrusted; "co-operative society" mean a co-operative society registered under the provisions of any Federal or State enactment; "dividend" means a share of the surplus of a registered society divided among its members in proportion to the share capital held by them; "member" includes a person or registered society joining in the application for the registration of a society, and a person or registered society admitted to membership after registration in accordance with the by-laws and regulations; "officer" includes a president, chairman, secretary, treasurer, member of committee or other person empowered under the regulations or by-laws to give directions in regard to the business of a registered society; "primary society" means a registered society consisting of individuals as members; "registered society" means a co-operative society registered under this Law; "Registrar" means the Registrar of co-operative societies appointed under section 3 of this Law and includes any person when exercising such powers of the Registrar as may have been conferred upon him under that section; "regulations" means regulations made under this Law.

3. Appointment of Registrar and Assistant Registrar and seal of office (1) The Civil Service Commission may appoint a person to be Registrar of co-operative societies, and may appoint persons to assist such Registrar, and may, by notice published in the State Gazette, confer on any such persons all or any of the powers of a Registrar under this Law which does not consist of at least ten individuals each of whom is qualified under section 22 of this Law for membership. (2) Registration with or without limited liability - No central society shall be registered unless at least two registered societies are members thereof. (3) (a) Conditions of registration - The word “co-operative” or its vernacular equivalent shall form part of the name of every society registered under this Law. (b) The Word “limited” or its vernacular equivalent shall be the last word in the name of every society with limited liability registered under this Law. (c) Save in the case of a central financing society, the word “bank” or “banking” shall not form part of the name of any society registered under this Law unless such institution had previously been licensed under the appropriate Federal Law to carry on banking business. (4) When for the purposes of this section any question arises as to age residence or occupation of land constituting the qualification of any person, that question shall be decided by the Registrar whose decision shall be final.

4. Registration with or without limited liability Subject to the provisions hereinafter contained, a society which has as its object the promotion of the economic interests of its members in accordance with co-operative principles, or a society established with the object of facilitating the operations of such a society, may be registered under this Law with or without limited liability as the registrar may decide.

5. Conditions of registration (1) No primary society shall be registered under this Law which does not consist of at past ten individuals each of whom is qualified under section 22 of this Law for membership. (2) No central society shall be registered unless at least two registered societies are members thereof. (3) (a) The wood “co-operative” or its vernacular equivalent shall form part of the name of every society registered under this Law. (b) The word “limited” or its vernacular equivalent shall be the last word in the name of every society with limited liability registered under this Law. (c) Save in the case of a central financing society the word “bank” or “banking” shall not form part of the name of any society registered under this Law unless such institution had previously been licensed under the appropriate Federal Law to carry on banking business. (4) When for the purposes of this section, any question arises as to age, residence or occupation of land Constituting the qualification of any person, that question shall be decided by the registrar whose decision shall be final.

6. Application for registration (1) For the purposes of registration, an application shall be made to the Registrar. (2) The application shall be signed - (a) in the case of a primary society by at least ten individuals qualified for membership under section 22 of this Law; and (b) in the case of a society of which a member is a registered society, by a duly authorised person on behalf of every such registered society, and, where all the members of the society are not registered societies, by ten other members, or, when there are less than ten other members, by all of them. (3) The application shall be accompanied by three copies of the proposed by laws of the society, and the persons by whom or on whose behalf such application is made shall furnish such information in regard to the society as the Registrar may require. (4) The Registrar may make such alterations in the proposed by-laws as he may deem advisable subject to the ratification of the applicants being obtained when such alterations are material.

7. Registration (1) If the Registrar is satisfied that a society has complied with the provisions of this Law and the regulations, and that its proposed by-laws are not contrary to this Law or to the regulations, he may register the society and its by-laws. Where the Registrar refuses to register a society, an appeal shall lie to the appropriate authority within one month from the date of such refusal. (2) On registration, the society shall pay such fee as may be required by the regulations.

8. Societies to be bodies corporate The registration of a 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 purpose of its constitution in its registered name.

9. Evidence of registration A certificate of registration signed and sealed by the Registrar shall be conclusive evidence that the society therein mentioned is duly registered, unless it is proved that the registration of the society has been cancelled.

10. Power to exempt societies from requirements as to registration Notwithstanding anything contained in this Law, the Governor may, by writing under his hand and subject to such conditions, if any, as he may impose, exempt any particular society from any of the requirements of this Law as to registration.

11. Amendment of the by-laws of a registered society (1) Any registered society may, subject to this Law and the regulations, amend its by- laws, including the by-law which declares the name of the society. (2) No amendment of the by-laws of a registered society shall be valid until the same has been registered under this Law, for which purpose three copies of the amendment shall be forwarded to the Registrar. (3) If the Registrar is satisfied that any amendment of the by-laws is not contrary to this Law or to the regulations, he may register the amendment. Where the Registrar refuses to register an amendment of any by-law an appeal shall lie to the appropriate authority within one month from the date of such refusal. (4) An amendment which changes the name of the society shall not affect any right or obligation of the society or any of its members or past members, and any legal proceedings pending may be continued by or against the society under its new name. (5) When the Registrar registers an amendment of the by-laws of a registered society, he shall issue to the society a copy of the amendment, certified and sealed- by him, and such copy so certified and sealed shall be conclusive evidence that the amendment is duly registered. (6) In this section, “amendment” includes the making of a new by-law and the variation or revocation of a by-law.

12. Address of society Every registered society shall have an address registered in accordance with the regulations to which all notices and communications may be sent, and shall send to the Registrar notice of every change thereof.

13. Copy of Law, regulations and by-laws to be open to inspection Every registered society shall keep a copy of this Law and of the regulations and of its by- laws and a list of its members open to inspection free of charge at all reasonable times at the registered address of the society.

14. Contract with members (1) A registered Society which has as one of its objects the disposal of any article produced or obtained by the work or industry of its. members whether the produce of agriculture, animal husbandry, forestry, fisheries, handicrafts or otherwise may provide in its by-laws or may otherwise contract with its members - (a) that every such member who produces any such article shall dispose of the whole or any specified amount, proportion or description thereof to or through the society; and (b) that any member who is proved or adjudged in such manner as may be prescribed by the regulations to have committed a breach of the by-laws or contract shall pay to the society as liquidated damages a sum ascertained or assessed in such manner as may be prescribed by the aforesaid regulations. (2) No contract entered into under the provisions of this section shall be contested in any court on the ground only that it constitutes a contract in restraint of trade. (3) Any person who, having knowledge of the existence of a marketing contract between a registered society and a member, willfully induces or attempts to induce, a violation of the contract, shall be liable to pay damages to the registered society. (4) It shall be lawful for a registered society to apply for an injunction in restraint of an attempt to induce violation of any such contract.

15. Creation of charges in favour of registered societies Subject to any prior claim of the 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 registered society by any member or past member shall be a first charge on all crops or other agricultural produce, felled timber or other forest produce, marine produce, fish (fresh water and salt water), 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 him by the society: Provided that nothing herein contained shall affect the claim of any bona fide purchaser or transferee without notice; (b) any outstanding demands or dues payable to a registered housing society by any member or past member in respect of rent, shares, loans or purchase money or any other rights or amount payable to such society shall be a first charge upon his interest in the immovable property of the society.

16. Charges and set-off in respect of shares or interests of members A registered society shall have a charge upon the shares or interests in the capital and on the deposits of a member or past member or deceased member and upon any dividend, bonus, or surplus payable to a member or past member or to the estate of a deceased member in respect of any debt due to the 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. (a) in the case of a society with unlimited liability, such nominee, heir or legal representative, as the case may be, may require payment by the society of the value of the share or interest of the deceased member ascertained as aforesaid;

17. Share of interest not liable to attachment or sale Subject to the provisions of section 16, the share or interest of a member the capital of a registered 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 or have any claim on such share or interest.

18. Transfer of interest on death of a member (1) On the death of a member, a registered society may transfer the share or interest of the deceased member to the person nominated in accordance with the regulations made on his behalf, or, if there is no person so nominated, to such persons as may appear to the committee to be the heir or legal representative of the deceased member, or may pay to such nominee, heir or legal representative, as the case may be, a sum representing the value of such member’s share or interest, as ascertained in accordance with the regula1 ions or by-laws: Provided that - (a) in the case of a society with unlimited liability, such nominee, heir or legal representative, as the case may be, may require payment by the society of the value of the share or interest of the deceased member ascertained as aforesaid; (b) in the case, of a society with limited liability, the society may transfer the share or interest of the deceased member to such nominee, heir or legal representative, as the case may be; being qualified in accordance with the regulations and by-laws for membership of the society, or, on his application within six months of the deceased member, to any person specified in the application who is so qualified. (2) A registered Society shall pay all other monies due to the deceased’ member from the society to such nominee, heir or legal representative, as the case may be. (3) All transfers and payments made by a registered society in accordance with the provisions of this section shall be valid and effectual against any demand made upon the society by any other person.

19. Deposit by or on behalf of minors (1) A registered society may receive deposits from or for the benefit of minors and it shall be lawful for a registered society to pay such minors the interest which may become due on such deposits. Any deposit made by a minor may, together with the interest accrued thereon, be paid to that minor, and any deposit made on behalf of a minor may, together with the interest accrued thereon, be paid to the guardian of the minor for the use of the minor. (2) The receipt of any minor or guardian for money paid to him under this section shall be a sufficient discharge of the liability of the society in respect of that money.

20. Register of members Any register or list of members kept by any registered society shall be prima facie evidence of any of the following particulars entered therein - (a) the date on which the name of any person was entered in such register or list as a member; (b) the date on which any such person ceased to be a member.

21. Proof of entry in books of the society (1) A copy of any entry in a book of a registered 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 proceeding, civil or criminal, as prima facie evidence of the existence of such entry 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 such society shall, in any legal proceedings to which the society is not a party, be compelled to produce any of the society’s books, the contents of which can be proved under subsection (1) or to appear as a witness to prove any matter, transactions or accounts therein recorded, unless the court for special reasons so directs.

22. Qualification for membership (1) To be qualified for membership of - (a) a society, a person must- (i) have attained the age of eighteen years; (ii) be resident within, or in occupation of land within, the registered society’s area of operations as described by the by-laws; or (b) a central society, if the applicant is a registered society, it must - (i) have its registered address within the central society’s area of operations as defined in the by-laws; (ii) be a holder of property within the central society’s area of operations as defined in the by-laws: Provided that the Registrar shall have the power in the case of a society of limited liability to grant exemption from this qualification. (2) When, for the purposes of this section, any question arises concerning the age, residence, property, qualification or status of any person, then the same shall be decided by the committee, subject to an appeal to the Registrar whose decisions shall be final.

23. Members not to exercise rights till due payment made No member of a registered society shall exercise the rights of a member unless or until he has made such payment to the society in respect of membership or acquired, such interest in the society as may be prescribed by the regulations or by-laws.

24. Restriction of membership Except with the sanction of the registrar, no person shall be a member of more than one registered society whose primary objective is to grant loans to its members.

25. Vote of members No member of any registered society shall have more than one vote in the conduct of the affairs of the society: Provided that in the case of an equality of votes, the Chairman shall have a casting vote: And provided further that in the case of societies of which a registered-society is a member, that society may have such voting powers as are provided in the regulations.

26. Representation by proxy A registered society which is a member of any other registered society may appoint a proxy for the purpose of voting in the conduct of the affairs of such other registered society: Provided that the person so appointed shall be a member of a registered society.

27. Contract of members who are minors with society The minority or under-age of any person duly admitted as a member of any registered society shall not bar that person from executing any instrument or giving any, acquaintance necessary to be executed or given under this Law or the regulations made thereunder, 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 principal or as surety, shall be enforceable by or against such person notwithstanding his minority or under-age.

28. Restriction on interest of member of society No member, other than a registered society, shall hold more than on fifth of the share capital of any co-operative society.

29. Restriction on transfer of share or interest (1) The transfer or charge of the share or interest of a member of past member or deceased member in the capital of a registered society shall be subject to stich conditions as to maximum holding as may be, prescribed by this Law or by the regulations. (2) In the case of a society registered with unlimited liability, a member shall not transfer any share held by him or his interest in the capital of the society or any part thereof unless - (a) he has held such share or interest for not less than one year; and (b) the transfer or charge is made to the society or to a member of the society, or to a person whose application for membership has been accepted by the committee.

30. Liability of past member and estate of deceased member for debt of society (1) The liability of a past member for the debts of a registered society as they existed on the date on which he ceased to be a member shall continue for a period of two years reckoned from that date. (2) The estate of a deceased member shall be liable for the debts of the society as they existed on the date of his death for a period of two years reckoned from the date of his death.

31. Restriction of loans (1) A registered society shall not, except as provided in section 34, make any loan to any person other than a member: Provided that, with the consent of the Registrar, a registered society may make loans to another registered Society. (2) Except with the permission of the Registrar, a registered society shall not lend money on the security of any movable property other than produce or goods in which the society is authorised to deal. (3) The Governor may, by order, prohibit or Restrict the lending of money on mortgage of any description of immovable property by any registered society.

32. Deposits and loans receivable by a registered society A registered society shall receive deposits and loans from persons who are not members only to such extent and under such conditions as may be prescribed by the regulations or by-laws.

33. Restriction on other transactions with non-members Save as provided for in sections 31 and 32, the transactions of a registered society with persons other than members shall be subjected to such prohibitions and restrictions as may be prescribed by the reputation.

34. Investment of fund A registered society may invest or deposit its funds - (a) with any bank or person carrying on the business of banking approved for this purpose by the registrar; or (b) in any securities issued or guaranteed by the Government of a Commonwealth country; or (c) with any other registered society approved for this purpose by the Registrar; or (d) in any other mode approved by the registrar.

35. Disposal of surplus (1) No society shall pay a dividend or bonus otherwise distribute any part of its net surplus except as provided in its by-laws and until the proposed payment or distribution has been approved by the registrar. (2) At least one-fourth of the net surplus of every registered society, as ascertained by the audit prescribed by section 36, shall be carried to a fund to be called the reserve bind which shall be employed as prescribed by the regulations: Provided that the registrar shall have power in the case of any registered society of limited liability to grant from time to time exemptions from further contribution to the reserve fund or to reduce the rate thereof, and may at any time revoke such exemption or reduction: And provided further that in the case of a society of unlimited liability, no distribution of surplus shall be made without the order of the Governor. (3) Any registered society may, with the sanction of the registrar, after one-fourth of the net surplus in any year has been carried to a reserve fund, contribute an amount not exceeding ten per centum of the remaining net surplus to any charitable purpose or to a common-good fund. (4) Any registered society or an officer or a member thereof wilfully neglecting or refusing to comply with any of the provisions of subsections (1) and (2) hereof shall be guilty or an offence and shall be liable on conviction to imprisonment for six months or to a fine of ten thousand naira.

36. Audit (1) The Registrar shall audit or cause to be audited by some person authorised by him by general or special order in writing the accounts of every registered society at least once in every year. (2) The audit under subsection (1) shall include an examination of overdue debts, if any, and a valuation of the assets and liabilities of the registered society. (3) The Registrar and every other person appointed to audit the accounts of a society shall have the power when necessary - (a) to summon at the time of his audit any officer, agent, servant or member of the society who he has reason to believe can give material information in regard to any transactions of the society or the management of its affairs; and (b) to acquire the production of any book or document relating to the affairs of, or any cash or securities belonging to, the society by the officer, agent, servant or, member in possession of such book, document, cash of securities. (4) Any officer, agent, servant or member of a registered society willfully neglecting or refusing to do any act or to furnish any information or furnishing information known to be false or without any reasonable excuse disobeying any summons, requisition or order under subsection (3) hereof shall be guilty of an office and shall be liable off conviction to imprisonment for twelve months or to a fine of ten thousand naira or both.

37. Power of Registrar to inspects books and to require returns (1) The Registrar or any person authorised by order in writing by the Registrar, shall at all times have access to all the books, accounts, papers and securities of a registered society and shall be entitled to inspect the cash in hand; and every officer of the society shall furnish such information in regard to the transactions and working of the society as the person making such inspection may require. (2) The Registrar may give directions prescribing the returns to be submitted by a registered society to the Registrar and the persons by whom and the form in which such turns shall be submitted. Directions given by the Registrar under this subsection shall apply to all or any registered society. (3) Any registered society or an officer or member thereof willfully neglecting or refusing to do any act or to furnish any information, or willfully submitting information or return known to be false under subsections (1) and (2) hereof, shall be, guilty of an offence, and shall be liable on conviction to imprisonment for twelve months or to a fine of ten thousand naira or to both such imprisonment and fine.

38. Inquiry and inspection (1) The Registrar may of his own motion, and shall on the application of a majority of the committee, or of not less than one-third of the members of a registered society, hold an inquiry or direct some person authorised by him, by order in writing on his behalf to hold an inquiry into the constitution, working and financial condition of a registered society, and all officers and members of the society shall furnish such information in regard to the affairs of the society and produce the cash in hand and such books, accounts, papers and securities of the society as the Registrar or the person authorised by him may require. (2) The Registrar shall on the application of a creditor of the registered society, inspect or direct some person authorised by him in writing in this behalf to inspect the books of the society if the applicant - (a) proves that an ascertained sum of money is then due to him and that he has demanded payment thereof and has not received satisfaction within a reasonable time; and (b) deposit with the Registrar such sum as security for the costs of the proposed inspection as the Registrar may require. (3) The Registrar shall communicate the results of any such inspection to the creditor and to the society into whose affairs the inquiry has been made. (4) Where an inquiry is held under subsection (1) or an inspection is made under subsection (2), the Registrar may by a certificate under his hand and seal make an award apportioning the costs or such part of the costs, as he may think right, between the registered society, the members demanding an inquiry, the officers or former officers of the society, and the creditor, if any, on whose application the inquiry was made. (5) Any sum awarded by way of costs under subsection (4) shall be recoverable in the same manner as a fine imposed by any court having jurisdiction over the person against whom the award is made, on the production before the court of the certificate referred to in the said subsection. (6) Any officer or member of a registered society willfully neglecting or refusing to do any act or to furnish any information or furnishing information known to be false under the provisions of subsection (1) hereof, shall be guilty of an offence and shall be liable on conviction to imprisonment for six months or to a fine of five thousand naira or to both such imprisonment and fine.

39. Dissolution (1) If the Registrar, after holding an inquiry or making an inspection under section 38 or on receipt of an application made by three-fourths of the members of a registered society, is of the opinion that the society ought to be dissolved, he may make an order for the cancellation of the registration of the society. (2) Any member of a registered society may, within one month from the date of an order under subsection (1), appeal against such order to the appropriate authority. (3) Where no appeal is presented within one month from the making of an order cancelling the registration of a society, the order shall take effect on the expiry of that period. Where an appeal is presented within one month, the order shall not take effect Until it is confirmed. (4) Where the Registrar makes an order for the cancellation of the registration of a society under subsection (1), he may make such further order as he may think fit for the custody of the books and documents and the protection of the assets of the society until the order cancelling registration takes effect. (5) No registered society shall be wound up save by an order of the Registrar.

40. Cancellation of registration of society due to lack of membership The Registrar may, by order in writing, cancel the registration of any primary society if at any time it is proved to his satisfaction that the number of the members has been reduced to less than ten. Every such order shall take effect from the date thereof.

41. Effect of cancellation of registration Where the registration of a society is cancelled by an order under section 39 or section 40, the society shall cease to exist as a corporate body from the date on which the order takes effect, hereinafter referred to as the date of dissolution: Provided that any privileges conferred on the society under sections 15, 16, 17 and 18 shall be deemed to vest in any liquidator appointed for that society by the Registrar.

42. Liquidation after cancellation of registration of society Where the registration of the society is cancelled by an order under section 39 or 40, the Registrar may appoint a suitable person to be, subject to his discretion and control, the liquidator of the society.

43. Liquidator’s powers (1) A liquidator appointed under section 42 shall, subject to the guidance and control of the Registrar and to any limitations imposed by the Registrar by order under section 44, have the power to – (a) decide, subject to any by-laws defining the liability of members, the contributions to be made by members and past members or by the estates of deceased members of the society to its assets; (b) appoint a day, by proclamation or notice, before which creditors whose claims are not already recorded in the books of the 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 creditors (d) refer disputes to arbitration and institute and defend suits and other legal proceedings on behalf of the society by his name or office; (e) decide by what persons and in what proportions the costs of liquidation are to be borne; (f) give such directions in regard to the collection and distribution of assets as may be necessary in the course of winding up the society; (g) compromise any claim by or against the society provided the sanction of the Registrar has first been obtained; (h) call such general meetings of members as may be necessary for the proper conduct of the liquidation, giving not less that fourteen days’ notice of every such greeting; (i) take possession of the books, documents and assets of the society; (j) sell the property of the society; (k) carry on the business of the society so far as may be necessary for winding it up beneficially, provided that he shall not for this purpose be entitled to issue any loan; (l) arrange for the distribution of the assets of the society in a convenient manner when a scheme of distribution has been approved by the Registrar. (2) Subject to such regulations as may be made in this regard, any liquidator appointed under this law shall, in so far as such powers are necessary for carrying out the purposes of this section, have all such powers as are vested in a magistrate on the occasion of any action in respect of summoning parties, enforcing the attendance of witnesses and compelling the production of documents. (3) Any person willfully neglecting or refusing to do any act or to furnish any information or furnishing information known to be false required for the purposes of this section or without reasonable excuse disobeying any summons, requisition or order issued thereunder shall be guilty of an offence and shall be liable on conviction to imprisonment for twelve months or to a fine of ten thousand naira or to both such imprisonment and fine.

44. Power of Registrar to control liquidation (1) A liquidator shall exercise his powers subject to the control and revision of the Registrar, who may - (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 society; (d) by order, in writing, limit the powers of a liquidator under section 43; (e) require accounts to be rendered to him by the liquidator; (f) procure the auditing of the liquidators accounts and authorise the distribution of the assets of the society; (g) make any order for the remuneration of the liquidator; or (h) refer any subject of dispute between a liquidator and any third party to arbitration if that party shall have consented in writing to be bound by the decision of the arbitrator. (2) Any person willfully neglecting or refusing to do any act or to furnish any information or furnishing information known to be false, required for the purposes of subsection (1) or without reasonable excuse disobeying any order issued thereunder, shall be guilty of an offence and shall be liable on conviction to imprisonment for six months or to a fine of five thousand naira or to both such imprisonment and fine.

45. Enforcement of order (1) The decision of an arbitrator on any matter referred to him under section 44 shall be binding upon the parties, and shall be enforceable in like manner as an order made by the Registrar under that section. (2) An order made by the liquidator or by the Registrar under section 43 or 44 shall be enforced by any civil court having jurisdiction over the place where the registered office of the society is situated in like manner as a decree of that court.

46. Limitation of the jurisdiction of civil court (1) Save in so far as is hereinbefore expressly provided, no civil court shall have any limitation of the jurisdiction in respect of any matter concerned with this dissolution of a registered society under this Law and then provided that the by-laws of the society permit to the payment of a rate not exceeding five percent per annum for any period for which no disposal of surplus was made. (2) When the liquidation of a society has been closed and any creditor of that society has not claimed or received what is due to him under the scheme of distribution, notice of the closing of the liquidation shall be published in the State Gazette, and no claim against the funds of the society liquidated shall lie after two years have elapsed from the date of the publication of the State Gazette notice. (3) Disposal of funds on liquidation - Any surplus remaining after the application of the funds to the purposes specified in subsection (1) and the payment of any claims for which an action is instituted under subsection (2) shall be available for use by the Registrar for any co-operative purpose at his discretion.

47. When registration is cancelled In the liquidation of a society whose registration has been cancelled, the funds, including the reserve fund, shall be applied first to the costs of liquidation, then to the discharge of the liabilities of the society, then to the payment of the share capital.

48. Power of registrar to surcharge, etc. (1) Where in the course of the winding up of a registered society it appears that any person who has taken part in the organisation or management of such society or any past or present officer of the society has misapplied or retained or become liable or accountable for any money or property of such society or has been guilty of malfeasance or breach of trust in relation to such society, the registrar may, on the application of the liquidator or any creditor or contributor, examine the conduct of such person and make an order requiring him to repay or restore the money or property or any part thereof with interest at such rate as the registrar thinks just or to contribute such sum to the assets of such society by way; of compensation in regards to the misapplication, retainer, dishonesty or breach of trust as the registrar think fit. (2) Any person who without reasonable excuse fails to comply with provisions of an order issued under Subsection (1) shall be guilty of an offence and shall be liable on conviction to imprisonment for twelve months or a to a fine of ten thousand naira or to both such fine and imprisonment.

49. Attachment of property (1) When the Registrar is satisfied that any person with intent to defraud or delay the execution of any order which may be made against him under section 48 (1) or 51 (1) or of any decision given in a dispute referred to the Registrar or to any arbitrators under any regulations - (a) is about to dispose of the whole or any part of his property; or (b) is about to remove the whole or any part of his property from the local limits of the jurisdiction of the Registrar, the Registrar may, unless adequate security is furnished, direct the interim attachment of me said property or such part thereof as he thinks necessary, and such attachment, shall have the same effect as if it had been made by a competent court. (2) Any person who without reasonable excuse fails to comply with the provisions of an order issued under subsection (1) shall be guilty of an offence and shall be liable on conviction to imprisonment for twelve months or to a fine often thousand naira or to both such fine and imprisonment.

50. Appeal to appropriate authority Any person aggrieved by any order of the Registrar made under sections 48 and 49 may appeal to the appropriate authority within twenty-one days from the date of such order and the decision of the appropriate authority shall be final and conclusive.

51. Settlement of disputes (1) If any dispute touching the business of a registered society arises - (a) among members, past members and persons claiming through members, past members and deceased members; or (b) between a member, past member or person claiming through a member, past member, or deceased member and the society, its committee, or any officer, agent or servant of the society; or (c) between the society or its committee and any officer, agent or servant of the society; [No. 15 of 1985.] (d) between the society and any other registered society, such dispute shall be referred to the Registrar for a decision, on the payment of the fee of five thousand naira. Without prejudice to the generality of the provisions of this subsection, a claim by a registered society for any debt or demand due to it from a member, past member, or the nominee, or legal personal representative of a deceased member, whether such debt or demand be admitted or not, shall be deemed to be a dispute touching the business of the society within the meaning of this subsection. (2) The Registrar shall on receipt of such reference - (a) decide the dispute; or (b) subject to the provisions of any regulations, refer it for disposal to an arbitrator. (3) Subject to the provision of any regulations, the Registrar may withdraw any reference transferred under subsection (2) (b) and decide the dispute under paragraph (a) of the said subsection. (4) The Registrar may of his own motion of on the application of a party to a reference revise any decision thereon by an arbitrator to whom it was referred. (5) (a) Any decision taken by the Registrar under subsection (2) or subsection (4) shall, save as otherwise provided in subsection (6), be final and shall not be called into question in any court. (b) Any decision given by an arbitrator under subsection (2) (b) shall, save as otherwise provided in subsection (4), be final and shall not be called in question in any court. (c) The decision shall, on the application of the party in whose favour it is given, be enforced by any court which would have jurisdiction in civil suits between the parties to the dispute to give a judgment for the payment of the amount awarded or, where the decision does not relate to the payment of money, to give a similar decision, in the same manner as if the decision had been a judgment or decision of such court. (6) Any party aggrieved by any order of the Registrar made under subsections (4) and (5) may appeal to the appropriate authority within twenty-one days from the date of such order and the decision of the appropriate authority shall be final and conclusive.

52. Division and amalgamation of societies (1) Any registered society may, at a meeting of its general body specially called for the purpose, of which at least seven clear days’ notice shall be given to it members, resolve to divide itself into two or more societies. The resolution (hereinafter in subjections (2) to (6) referred to as the preliminary resolution) shall contain proposals for the division of the assets and liabilities of the society among the new societies into which it is proposed to divide it and may prescribe the area of operations of, and specify the members who will constitute, each of the new societies. (2) (a) A copy of the preliminary resolution shall be sent to all the creditors of the society within a period of two months from his receipt of the preliminary resolution intimating his intention not to become a member of any of the new societies. (b) Any member of the society may, notwithstanding any by-law to the contrary, by notice given to the society with a period of two months from his receipt of the preliminary resolution intimate his intention not to become a member of any of the new societies. (c) Any creditor of the society may, notwithstanding any agreement to the contrary, by notice given to the society within the said period, intimate his intention to demand a return of the amount due to him. (3) After the expiry of two months from the receipt of the preliminary resolution by all the members and creditors of the society, a meeting of the general body of the society, of which at least seven clear days’ notice shall be given to its members, shall be convened for considering the preliminary resolution. If, at such meeting, the preliminary resolution is confirmed by a resolution passed by a majority of not less than two-thirds of the members present either without changes or with such changes as, in the opinion of the Registrar, are not material, he may register the new societies and the by-laws thereof. On such registration, the registration of the old society shall be deemed to have been cancelled. The opinion of the Registrar as to whether the changes made in the preliminary resolution are or are not material shall be final and no appeal shall lie therefrom. (4) At the meeting referred to in subsection (3), provision shall be made by another resolution for - (a) the repayment of the share capital of all the members who have given notice under subsection (2)(a); and (b) the satisfaction of the claims of all the creditors who have given notice under subsection (2)(c). (5) If, within such time as the Registrar considers reasonable, the share capital of the members referred to in subsection (4) is not repaid or the claims of the creditors referred to in that clause are not satisfied, the Registrar may refuse to register the new societies. (6) The registration of the new societies shall be a sufficient conveyance to vest the assets and liabilities of the original society in the new societies in the manner specified in the preliminary resolution as confirmed under subsection (3) above. (7) Two or more registered societies may, at meetings of their respective general bodies specially called for the purpose, of which at least seven clear days’ notice shall be given to their respective members, resolve to amalgamate into one society. This resolution is hereinafter in this section referred to as the preliminary resolution. (8) (a) A copy of the preliminary resolution of each society shall be sent to all the members and creditors thereof. (b) Any member of any such society may, notwithstanding any by-law to the contrary, by notice given to the society of which he is a member within a period of two months from his receipt of the preliminary resolution, intimate his intention not to become a member of the new society. (c) Any creditor of any such society may, notwithstanding any agreement to the contrary, by notice given to the society of which he is a creditor within the said period, intimate his intention to demand a return of the amount due to him. (9) After the expiry of two months from the receipt of the preliminary resolution by all the members and creditors of all the societies, a joint meeting of the members of such societies of which at least seven clear days’ notice shall be given to them, shall be convened for considering the preliminary resolution. If, at such meeting, the preliminary resolution is confirmed by a resolution passed by a, majority of not less than two-thirds of the members present, either without changes or with such changes as in the opinion of the Registrar are not material, the new society and the by-laws thereof may be registered. On such registration, the registration of the old societies shall be deemed to have been cancelled. The opinion of the Registrar as to whether the changes made in the preliminary resolution are, or are not, material shall be final and no appeal shall lie therefrom. (10) At the joint meeting referred to in subsection (9), provision shall be made by another resolution for - (a) the repayment of the share capital of all the members who have given notice under subsection (8)(b); and (b) the satisfaction of the claims of all the creditors who have given notice under subsection (8)(c).

53. Power to make regulations (1) The Governor may make all such regulations as may be necessary for the purpose of carrying out or giving effect to the principles and provisions of this Law. (2) In particular and without prejudice to the generality of the aforegoing power, such regulations may - (a) prescribe the forms to be used and the conditions to be complied with in the making of applications for registration of societies, and the procedure to be followed with regard to such applications; (b) prescribe the conditions to be complied with by persons, applying for admission or admitted as members and provide for the election and admission of members, and the payment to be made and the interest to be acquired before the exercise of the right of membership; (c) subject to the provisions of section 28, prescribe the maximum number of shares or portion of the capital of a society which may held by a member; (d) prescribe the extent to which a society may limit the number pf its members; (e) provide for the appointment, Withdrawal or expulsion of members and for the payment, if any, to be made to members who withdraw or are expelled, and for the liabilities of past members; (f) provide for general meetings of the members, empower the Registrar or any person authorised by him to summon such meetings, provide for the procedure at such meetings and the power to be exercised at such meetings and the appointment and voting power of representatives of affiliated societies to the meetings of central societies; (g) provide for the appointment, suspension and removal of the members, of the committee and other officers, and for the procedure at meetings of the committee, and for the powers to be exercised and the duties to be performed by the committee and other officers; (h) prescribe the manner in respect of which a society may or shall make by-laws and for the procedure to be followed in making, altering and rescinding by-laws, and the conditions to be satisfied prior to, such making alteration or rescission; (i) prescribe the payments to be made, the conditions to be complied with, and the forms of the bonds, instruments or other documents to be executed, by members applying for loans or cash credits, the period for which loans may be made or credit granted, and the maximum amount which may be lent and the maximum credit which may be allowed to individual members with or without the consent of the Registrar; (j) provide for the mode in which the value of a deceased member’s interest shall, be ascertained and for the nomination of a person to whom such interest may be paid or transferred; (k) provide for the mode in which the value of the interest of a member who has become of unsound mind and incapable of managing himself or his affairs shall be ascertained, and for the nomination of any person to whom such interest may be paid or transferred; (l) provide for the formation and maintenance of reserve funds, and the objects to which such funds may be applied, and for the investment of any funds under the control of the society; (m) prescribe the conditions under which accumulated funds may be distributed to the members of a society and the maximum rate of dividend which may be paid by a society; (n) prescribe the accounts and books to be kept by a registered society and for the periodical publication of a balance sheet showing the assets and liabilities of a registered society; (o) provide for the audit of the accounts of registered societies and for the charges, if any, to be made for such audit and provide for the levy of contributions from all or any registered societies to a fund to be used for the audit and supervision of existing societies and co-operative propaganda and prescribe for the administration of such a fund; (p) provide for the persons by whom, and the form in which, copies of entries in books of societies may be certified; (q) provide for the formation and maintenance of a register of members, and, where the liability of members is limited by shares, of the register of shares; (r) provide for the inspection of documents and registers at the Registrar’s office and the fees to be paid therefore and for the issue of copies of such documents or registers; (s) prescribe the manner in which any question as to the breach of any by-law or contract relating to the disposal of produce to or through a society may be determined and the manner in which the liquidated damages for any such breach may be ascertained or assessed; (t) prescribe the mode of appointing an arbitrator or arbitrators and the procedure to be followed in proceedings before the Registrar or such arbitrator or arbitrators; (u) prescribe the procedure to be followed by a liquidator appointed under section 42 and the cases in which appeals shall lie from the orders of such liquidator; (v) prescribe the forms to be used, the fees to be paid, the procedure to be observed and all other matters connected with or incidental to the presentation, hearing and disposal of appeals, under this Law or the regulations. (3) In any case where the Registrar is satisfied that a substantial number of members of any society are unacquainted with the English language he shall cause such regulations to be translated into a language with which such members are acquainted and additionally to be made known in such manner as is customary tor the community concerned.

54. Case stated on question of law (1) Notwithstanding anything contained in section 51, the Registrar may at any time when proceeding to a decision under this Law, or the appropriate authority at any time when an appeal has been referred to him against any decision of the Registrar under this Law, refer any question of law arising out of such decision for the opinion of the High Court. (2) Any judge of judges of the High Court as the Chief Judge may direct, may consider and determine any question of law so referred and the opinion given on such question shall be final and conclusive. (3) The Chief Judge may make rules of court regulating the procedure of the High Court on determining questions of law under this section.

55. Recovery of sums due to Government (1) Such sums as may be due from a registered society or from an officer or member or past member of a registered society as such to the Government under section 38 may be recovered in the manner provided for the recovery of debts due to the Government under the law for the time being in force. (2) Sums due from a registered society to the Government and recoverable under subsection (1) may be recovered firstly, from the property of the society, secondly, in the case of a society of which the liability of members is limited, from the members, subject to the limit of their liability, and thirdly, in the case of other societies, from the members.

56. Power to exempt from provision of Law The Governor, by writing under his hand, may exempt any particular registered society from any of the provisions of this Law or direct that such provisions shall apply to such society with such modification as the Governor may specify.

57. Prohibition of the use of the word "co-operative" (1) No person other than a registered society shall trade or carry on business under any name or title of which the word "co-operative" is part without the sanction of the Registrar. (2) Any person who contravenes the provisions of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding one thousand naira and in the case of a continuing offence to a further fine not exceeding fifty naira for each day during which the offence continues.

58. Statement of members'? property exempt from disclosure for certain purposes All information contained in the books and accounts of a registered society relating to the property or the financial situation of the society’s members shall be wholly exempt from disclosure for any purpose relating to any income or other tax or to rating.

59. Exemption from compulsory registration of instrument relating to shares and debentures of registered society Nothing in the Law relating to the registration of instruments for the time being in force shall apply to – (a) any instrument relating to shares in a registered society, notwithstanding that the assets of such society consist in whole or in part of immovable property; or (b) any debenture issued by any such society and not creating, declaring, assigning, limiting or extinguishing any right, title or interest to or in immovable property except in so far as it entitles the holder to a security afforded by a registered instrument whereby the society has mortgaged, conveyed or otherwise transferred the whole or part-of its immovable property or any interest therein to trustees upon trust for the benefit of the holders of such debentures; or (c) any endorsement upon or transfer of any debentures issued by any such society; or (d) any charge created in favour of a registered society by a member of that society in respect of any produce of his agriculture or his land.

60. Previously registered societies deemed to be registered under this Law All co-operative societies possessing a registered address within the State and registered under the Co-operative Societies Act shall be deemed to be registered under this Law and subject to its provisions. [F & L 1958, Cap. 39. LBSN 1976, Cap. 45.]

61. Saving (1) Nothing in this Law shall affect any Order in Council, order, rule, regulation, appointment, conveyance, mortgage, deed or agreement made, resolution passed, direction given, proceedings taken, instrument issued or thing done under the Co- operative Societies Act but any such Order in Council, order, rule, regulation, appointment, conveyance, mortgage, deed, agreement, resolution, direction, proceeding, instrument or thing shall, if in force at the commencement of this Law, continue in-force, and so far as it could have been made, passed, given, taken, issued or done under this Law, shall have effect as if made, passed, given, taken, issued or done under this Law. [F & L1958, Cap. 39, LBSN 1976, Cap. 45.] (2) Any document referring to the Co-operative Societies Act shall be construed as referring to the corresponding provisions of this Law. (3) Any register kept under the Co-operative Societies Act shall be deemed part of the register to be kept under the corresponding provisions of this Law. (4) All funds and accounts constituted under this Law shall be deemed to be in continuation of the corresponding funds and accounts constituted under the Co-operative Societies Act. (5) Nothing in this Law shall affect the incorporation of Co-operative Societies referred to in section 6. (6) Where any offence, being an offence for the continuance of which a penalty was provided, has been committed under the Co-operative Societies Act, proceedings may be taken under this Law in respect of the continuance of the offence after the commencement of this Law, in the same manner as if the offence had been committed under the corresponding provisions of this Law.