| 1. |
The name of Society shall be HARYANA Co-Op Sugar Mills Pvt. Ltd, Rohtak (herein after called Mills) and its registration address shall be HARYANA Co-Op Sugar Mills Pvt. Ltd, Rohtak Distt. Rohtak |
| 2. |
Any change of address shall be notified to the registrar Co-operative Societies, Haryana within 14 days from the date of such change. |
| 3. |
The area of operation of the Mills shall extended to 40 KM radius from Head Quarter of Sugar Mills
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| |
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| II OBJECTS |
| 4. |
The main object of the Mills shall be
|
| a) |
To established a factory for the manufacture of sugar out of sugarcane supplied to it primarily by its members, and to shall be same to the best advantage of members, It shall also be open to the Mills to undertake or assist in the establishment of industries based on by products.
b) In pursuance of the main object stand above, the Mills may undertake one or more of the following activities.
|
| b) |
In pursuance of the main object stand above, the Mills may undertake one or more of the following activities. |
| i. |
To raise share capital and deposits from members |
| ii. |
To raise loan from Industrial Finance Corporation/Industrial Development Bank of India and other Financing Institutions/Bank for the investment in Block assets and allied purposes against the mortgage hypothecation of machinery in favour of Financing institutions/ Banks. |
| iii. |
To raise supplementary and interim loans for investment in Block assets and allied purposes from the State Bank Of India, Life Insurance Corporation, State/Central/Primary Cooperative Banks and other sources. |
| iv. |
Other necessary purposes. |
| v. |
To oven transport vehicles and make other arrangement for transport and ancillary services |
| vi. |
To recruit and appoint staff on permanent or temporary basis or by contract or by any other manner considered necessary. |
| vii |
To undertake measures of development of sugarcane including supply of seed manure implements, irrigation facilities and other production requisites, provided of technical advice regarding improved cultivation practices. |
| viii |
To make advance to members to be adjusted against the sugarcane price payable to them. |
| ix. |
To encourage saving thrift cooperation among members and to take measures for spreading the knowledge cooperative principles and practices. |
| x. |
To undertake such other activities as are incidentals or conductive to the attainment of objects of the Mills. |
| 5 |
There shall be five type of members. |
| i |
Producer Members |
| ii |
Non-Producer Members |
| iii |
Normal Members |
| iv |
State Government and Employees of Sugar Mills . |
| 6 |
Producer members shall be open to individuals & Cooperative institutions who a grower of sugarcane. No person shall be eligible for membership unless |
| i |
He holds land as an grower or a tenant and grows sugarcane within the area of operation of Mills. |
| ii |
In case of individuals , he has completed 18years of age and is competent to contract |
| 7 |
No person shall be admitted as a producer member unless |
| i |
His written application for membership and contract for the supply of sugarcane is approved by the Board of Directors. |
| ii |
He has paid an entrance fee Rs. 5/- and has paid the required amount of the share/shares allotted to him. |
| iii |
He enters in to as agreement with the Mills to carry out the plans, programmes and methods of cultivation of sugarcane under the direction of Board of Directors or person authorised by them on behalf. |
| 8 |
Non Producer membership shall be open to cooperative societies other than producer of sugarcane in the area of operation of society. |
| 9 |
No person shall be admitted as non-producer member unless |
| i |
His written application for membership is approved by the Board of Directors |
| ii |
He has paid the entrance fee of Rs. 5/- and has paid the required amount of share/shares allotted to him |
| 10 |
Subject to the provision of Act and Rules, an appeal shall lie to the Registrar against the decision of the Board of Directors rejecting an application for membership and the order of the Registrar shall be final. |
| 11 |
The liability of a producer member shall be limited to |
| i |
Ten times of the value of the share held by him during pendency of the loan of the industrial Finance Cooperation of India or other agency to the Mills which is guaranteed by the Government and for the specific purpose of payment of this loan, this liability shall extend to ten times the value of the share held by such a member. |
| ii |
The liability of the State Government shall be limited to the amount so paid, if any, in respect of share held by the Govt. |
| 12 |
A member may resign by giving a notice of six months to the Board of Directors, but he shall cease to be member only after his resignation is accepted by the Board. Providing he had paid the dues if any and has duly discharged all other liabilities with the approval of the Board of Directors to a person eligible for membership. |
| 13 |
No person shall exercise any right or privilege as a member until he has paid all calls, for the time being due from every share held by him, or if he an defaulter in respect of any sum due on any accounts or in any other manner whatsoever to the Mills. |
| 14 |
A producer member shall cease to exercise any right/privilege to which he may otherwise be eligible in his capacity as such including the right or privilege or tendering to the society sugarcane grown by him, if he commits any breach at any time in due observance of the provisions of byelaws. |
| 15 |
A person shall cease to be a member:- |
| a |
On death of |
| b |
On expulsion from Mills under byelaws No. 16 or |
| c |
On transfer of all shares standing in his name, or |
| d |
On acceptance of resignation of his membership under byelaws 12. |
| 16 |
A member may be expelled from the membership of the Mills for any of the following reasons:- |
| a |
If he persistent defaulter |
| b |
If he does any Act prejudice interest of Mills. |
| c |
If he is declared involvement or of un sound mind |
| d |
If he is convicted of any offence involving dishonesty or moral turpitude |
| e |
If he fails to carry out any of the obligation imposed under the Act, Rules & these byelaws |
| IV |
FUNDS |
| 17. |
Funds may be raised by:- |
| i |
Entrance fee |
| ii |
Issue of shares |
| iii |
Deposits from member/non members |
| iv |
Loan cash credit & overdrafts and |
| v |
Donations and grants |
| 18 |
Not with standing anything contained in these byelaws, the Mills may raise interim finance or additional loan from source other than the Industrial Finance Corporation of India to meet shortfall in the capital expenditure as originally approved or duly revised thereafter by the Corporation. |
| V |
SHARE |
| 19 |
The authorised share of the Mills, shall be Rs. 20,00,00,000/- (Rs. Twenty Crore only) and shall consist of 20,00,000 share of the value of Rs. 100 each. |
| 20 |
The Board may determine the relationship between the acreage of Sugarcane owned by the producer member share money held by him from time to time. |
| 21 |
No member other than the Government or a cooperative society shall held shares worth more than Rs. 50,000/- |
| 22 |
The amount of share held by a member shall not be refunded until after one year from the date of ceasing to be member under byelaws No 15 except that the share held by cooperative bank shall be retired in accordance with the conditions specified by R.B.I under provision of Banking Regulation Act. |
| 23 |
Application for share shall be made in the prescribed form with a amount of Rs. 100/- per share along with the entrance fee. |
| 24 i |
I) The Mills shall have a common seal and Managing Director shall provide safe custody thereof. The seal shall be affixed on the instrument by the Managing Director on the authority of Board of Directors by resolution to be passed in the presence of Chief Accounts Officer. |
| ii |
A share certificate bearing a distinctive number shall be issued for every share or shares subscribed signed by any two Directors to be authorised by the Board and countersigned by the Managing Director with the seal of the Mills. |
| 25 |
Subject to the provisions of the Haryana Cooperative societies Act, 1984 and Rules made there under, share(s) be transferred with the previous sanction of the Board of Directors. The transfer fees shall be Rs. One per share. |
| 26 |
Any other member of the Mill may nominate in writing any person to whom whole or part of his interest in the society shall be transferred in the event of his death. |
| 27 |
Subject to the provision of the Haryana Cooperative societies Act, 1984 the share held by a deceased member may be transferred where no nominee is there provided he is duly admitted as member of the Mills in accordance with the provision of byelaws No. 5 |
| 28 |
If the instalment amount of shares remains unpaid for more than six months from the date it is due, the Board of Directors may declare such shares forfeited together with all payments made more and the right of membership attached to these shares, shall there upon the extinguished. The board may allow such shares to be restored provided. |
| a |
That all arrear together with such interest as the Board may demand, are paid up, and |
| b |
That such payment is made within 3 months of the date of the forfeiture. |
| 29 |
The shares may be liable forfeiture to the defaulting if:- |
| a |
A producer member fails to carry out the agreement relating to supply of sugarcane to the Mills. |
| b |
If any member fails to pay any money due from him in respect of any share or shares on the day appointed for payment. The Board may at any time thereafter give a notice to such member requiring payment a specific day on which the same is to be paid and also that in the event of non-payment there of on the appointed day, forfeit the share or shares in respect of which the notice was given. |
| 30 |
If any notice of forefeiture be not complied with, every share in respect of which the notice is given, may at any time thereafter be declared forfeited by a resolution of the Board of Directors to that effect and notice of such forefeiture shall be given to the member, whose share are so forfeited. |
| 31 |
The issued to the State Govt. and or other cooperative societies institution shall be non redeemable during the currency of the institutional loans except with the prior approval of the lenders. Further the dividend payable on the share capital subscribed by the State Govt. and or cooperative institutions shall be non-cumulative. |
| VI |
LOAN AND DEPOSITS
|
| 32 |
The society shall collect non-refundable deposits each form the sugarcane price payable to a producer member at the minimum rate of 25 paise per ton of sugarcane supplied by him to the society. The rate of such deposit in any particulars year shall be determined by The Board of Directors until the loan from the Industrial Finance Corporation of India is repaid and the shares subscribed by the Govt. of Haryana have been retired the Mill, shall not make any deviation in regard to collection or utilization of the said compulsory deposits without obtaining prior permission of the guarantor Government , such deposits shall carry interest at refunded in cash but shall be converted in to shares and such producer share holder shall be entitled to receive the share of the value of amount of his deposit standing to his credit as and when such deposit reach the level of the value of a share. |
| 33. |
If any member who has been allotted a sugarcane area for cultivation fails to rear the crop as required in the contract, it will be competent for the Mills to cause the crop being reared up and to incur any expenditure incidental there to end to debit the same as loan advance to the member and such advance shall be recoverable from out of the produce the of the members and any balance left thereafter shall be recoverable as a loan advanced by the Mills to the member with interest. |
| 34 |
Any debt from a member shall have a first Incharge on the sugarcane cultivated by him and shall be recovered from its sale proceeds. 35 |
| 35 |
The credit limit of Mills shall not exceed 10 times of its own funds. This limit shall not apply to loan raised against pledge of sugar stock & stores. GENERAL BODY MEETING
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| 36 |
The final authority shall vest in the general body meeting which shall be held at least once in a year. At least 15 days clear notice shall be necessary for holding a general body meeting. The meeting shall be held when summoned by the Registrar under the law or the Board of Directors of there own or at the written request of not less then one fifth of the total delegates or twenty which ever is less. The quorum of the general body meeting shall be 30 or one third of the total delegates which ever is less. ELECTION OF DELEGATE
|
| 37 |
The general body shall be constituted by the delegates to be elected in the manner given as under:- |
| i |
Every 100 members or fraction there of shall effect one delegate to represent them in the general body.
|
| ii |
he election of the delegates shall be made in the presence of any person appointed by the Assistant Registrar, cooperative societies who will also record the proceeding. The delegates shall be elected every year during the month of May-June. |
| iii |
Zones of election of delegates shall be prepared by the Managing Director on the basis of geographical inhabitation of member with the approval of the Board of Directors. A Zonal list shall be exhibit at the next day at notice board of the Mill and in the office of Assistant Registrar cooperative societies, Block Development and Panchayat Officer and concerned branch of the Central Cooperative Bank for a week . |
| iv |
The details of the Zones and list of members shall be sent to the Assistant Registrar concerned who will conduct the election of delegates. The Managing Director shall provide all necessary assistance to the Assistant Registrar for convening such meeting zone wise. Election of delegates shall be conducted as per provision contains in part-III of Appendix ‘A’ annexed with the Haryana cooperative societies rules 1989. The Assistant Registrar shall send the details of the elected delegates zone wise to the Managing Director who shall prepare the list of delegates & exhibit the same at the notice board of the Mills as well as in the office of Assistant Registrar Block Development and Panchayat Officer and the concerned branch of the Central Cooperative Bank. |
| v |
Any dispute arising out of election of delegate shall be referred to the Registrar or any person authorised by him in writing. The member shall exercise their votes through delegates.
|
| vi |
A delegate shall cease to be a delegate if he resigns, becomes of unsound mind declared insolvent or defaults in payment of dues to the mills or convicted of any offence involving dis-honesty or moral turpitude. |
| 38 |
38. The following business shall be transacted at a general meeting:- |
| i |
To confirm the minutes of last meeting |
| ii |
To receive from the Board, report on the working of the Mills for the proceeding year. |
| iii |
To consider the audit memorandum and audit rectification report from the Board and any communication from the Registrar. |
| iv |
To receive and adopt the statement of accounts of profit and loss of the proceeding year |
| v |
To improve the budget of the Mill for the next year prepared by The Board of Directors with modification if any, and to authorise the Board to raise funds and capital as per byelaw No.4 |
| vi |
To add, alter vary or amend the byelaws as an when necessary VII) To elect the Board of Directors.
|
| 39 |
A special general meeting shall be called within one month from the date of requisition from one fifth of the delegates of the Mills in writing stating the business to be transacted at such a meeting or from the Registrar or at any time if required by the Board of Directors for any specific purpose.
|
| 40 |
The chairman shall preside over the annual or special general meeting in the absence of the Chairman the Vice- Chairman shall preside and in the absence of Chairman and Vice-Chairman member present in the meeting shall elect a Chairman from amongst themselves the Chairman shall have casting vote in addition to his ordinary vote in case of equality of votes
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| 41 |
One third of the total members of delegates or 30 which over is less shall form a quorum at a general meeting. In the absence of quorum meeting shall be adjourned for at least 7 days and a notice of the adjourned date shall be affixed on the notice board of the mills specifying the place date and time of the adjourned meeting, at least 7 days prior to the date of the next meeting and if on the of which meeting is adjourned there is no quorum, the business shall be disposed of by the delegates present. |
| 42 |
In case of annual or special general meeting, 15 days notice shall be given in writing to all the delegates. The notice shall specify the date, hour and place fixed for holding the meeting and shall state the nature of business to be transacted at the meeting. VII THE BOARD OF DIRECTORS
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| 43 |
The board of Directors shall be constituted as under:- a) Six Director to be elected by producer member admitted under byelaw No.5(1) b) Two Directors to be elected by non-producer members admitted under byelaw No.5(ii) c) Till the share capital contributed by Government is fully retired and until the loan from the Industrial Finance Corporation is repaid, the State Govt. may nominate 3 Directors who should have intimate knowledge of corporation and sugar Industry. d) One nominee of each participating Finance Institution/Bank until the loan taken from financial institution/ Bank by the Mills is repaid. e) One Director out of employee member of the Mills as per provision of section 28(5) of the Act. f) Managing Director appointed by the State Govt. g) Two Directors to be appointed by State Govt. having sufficient knowledge of sugar industry and are professionally qualified. |
| 44 |
Not with standing anything contained in the Act, Rules and these byelaws the first committee of the Mills shall be elected by the promoter member as per provision contained in section 32 of the Act. The tenure of the said committee shall not exceed one year from the date of its registration of society. |
| 45 |
Seven or one third of the total Directors whichever is less shall from a quorum at a meeting of the Board.
|
| 46 |
Interim vacancies amongst the elected Directors on the Board occurring during the terms of its office on account of death, or any other causes shall be filled by co-option out of the same category in which the vacancies so occurred, by the board for the unexpired portion of the term.
|
| 47 |
The Board of Directors will elect a Chairman and Vice-Chairman from amongst themselves . The Chairman when present shall prescribe over the meeting of the Board. In the absence of the Chairman, the Vice-Chairman perform the duties of the Chairman at the meeting. In the absence of Chairman and Vice-Chairman the member present shall elect a Chairman to preside over the meeting. The Chairman may exercise a casting vote in addition to his ordinary vote in the event of quantity of votes.
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| 48 |
Subject to the provision of byelaws and direction if any conveyed in the resolution of the general meeting the Board of Directors shall have full authority to carry on the business of the Mills. The Board may meet as often as it considered necessary for the transaction of business, but it shall meet at least three times during the season and once in two months during non-crushing season
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| 49 |
If a member of the Board absent himself for 3 conjunctive meeting of the Board without showing adequate cause, he may be ceased to the member of Board by the competent authority.
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| 50 |
No member of the Board shall be present at a meeting when matter in which he is personally interested is being discussed, nor he shall vote there upon.
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| 51 |
Every Director shall vacate his office if:- a) He become insolvent, b) By reason of mental infirmity, c) He is absent at more than three consecutive meeting of the Board without showing adequate cause. d) He defaults the debts due to the mills, or otherwise incurs any disqualification as per requirement of Act and Rules.
|
| 52 |
The following business shall be transacted by the Board of Directors.:- i) To dispose of the application for membership, transfer or allotment of shares. ii) To grant a refuse admission or transfer of shares by assigning reasons. iii) To determine from time to time, the terms of deposits including the quantum and the rate of interest. iv) To appoint the executive committee and sub-committee if necessary by facilitating the work different department of the Mills. v) To prepare annual report balance sheet budget and the programme of work to be place before the general meeting. vi) To fix within the framework of the relevant regulations the price for the purchase of sugarcane and terms and conditions there of vii) To fix the scale travelling allowance and the siting fees of Directors for attending the meeting with the approval of Registrar viii) To arrange the Block Capital and other loan required by the mills and to settle the terms and conditions there of.
ix) To approve scheme of expansion of crushing capacity by product industries & subsidiary activities. x) To purchase or obtain on lease land required for the erection of the factory and other buildings & determine the terms and conditions there of with the approval of Registrar. xi) To approve purchase and erection of the plants building machinery and other equipment for the business of Mills. xii) To approve programme of land improvement and crop planning and to sanction expenditure for the execution of the programme. xiii) To approve sale lands and other moveable and non- immoveable properties belonging to the mills if not required as per provision of Act, Rules and byelaws. xiv) To appoint bankers xv) To appoint legal adviser(s) and to fix his/ their remuneration xvi) To frame Rules and regulations for the proper conduct of the business of the Mills . such Rules and regulations shall be recorded in the minutes book. xvii) To constitute executive committee as per byelaw No.
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| 53 |
xviii) To frame service Rules for the employees of the Mills as per provision of Rules 29 of the Haryana co-op society Rules 1989. xix) To generally conduct the business of the Mills and to do all such other acts as are necessary to carry out the objects laid down in byelaw No.4 IX EXECUTIVE COMMITTEE 53. a) There shall be an executive committee consisting of 7person as follows:- 1. Chairman 2. Vice- Chairman 3. One nominee Director for the Financing institution 4. three Director to be nominated by the Board where in at least one out of them shall be State Government 5. managing Director who shall be the ex-official member converter.
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| 55 |
The duties and power of the executive committee shall be as under:- i)To appoint suspend or dismiss the employees subject to the Rules that may be framed by the Board of Directors as per rules made under the Haryana Cooperative societies Act 1984 ii) To purchase or authorise the Managing Director to purchase store and other production requisites for the working of the Mills. iii) To appoint various category of personal within the sanctioned scale of establishment or post to be decided by Board of Directors time to time. iv) To appoint(s) for the supply or sale or goods, service and equipment pertaining to the business of the Mills. v) To establish and support funds created for the benefit of employees, ex-serviceman or their dependents. vi) To execute all deeds agreements and other documents that may be necessary or expedient for the business of the Mills. vii) To compromise any debt or claim or refer the same to arbitration or to give time to any debtor for
the payment of his debt. viii) To commence, institute prosecute and do defend all such action and suit deemed necessary and proper or compromise or refer the same to arbitration. X MANAGING DIRECTOR 55. THE Managing Director shall be appointed as per provision of Haryana Cooperative Societies Act. 1984
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| 56 |
All the functions delegated by the Board of Directors and/or Executive Committee to the Managing Director shall be performed by him. He shall also perform all other function assigned to him by the Govt./Registrar within the provision of law in particulars, he shall perform the following functions.:- h) He shall have general control over the administration of the Mills. i) He shall be responsible for the general conduct, supervision and management of the day to day business and work of the Mills. j) To receive all moneys and securities on behalf of state and to arrange for the safe custody of cash records properties and other securities of the Mills k) He shall have power for and on behalf on the Mills to endorse and transfer promissory notes, Govt. and other societies and to endorse ‘sign’ negotiate cheques and other negotiable instruments on behalf of the Mills. He shall also sign all deposit receipt and operate on the accounts of the Mills with any Bank
along with another officer authorised in this behalf by the B.O.D l) He shall appoint member staff with in sanctioned strength as assigned to him by the Board of Directors from time to time. m) He shall give all type of punishment to the employees as assigned to him by the Board from time to time. n) He shall determine from time to time the power, duties and responsibilities of the various employees. o) He shall make/permit all purchases and expenditure to a limit to be fixed by B.O.D from time to time. p) He shall maintain proper accounts. q) He shall convince the meeting of the general meeting Board of Directors, Executive Committee and other sub-committee(s) as per provision of Act Rules and byelaws. XI SUPPLY OF CANE
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| 57 |
The Board of Directors shall draw up a programme for sugarcane cultivation to producer member including cooperative farming societies. Every member who has been holding an area for growing sugarcane crop shall enter in to a contract to rear up the crop according to the programme and to deliver the same to the Mills. The variety of sugarcane, period of plantation, irrigation and manuring shall be followed as decided by the Mills. Any member failing to carry out the programme of cultivation and supply of sugarcane shall be liable such penalty as may be provided for in the agreement entered in by the member. The penalty and damage thus payable shall be recoverable as per the provision in accordance with law.
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| 58 |
The producer member shall, if so desired by the Mills, be bound to supply the entire sugarcane grown on all his lands in the area of operation to the factory. The factory shall be bound to buy sugarcane only up to total acreage covered by the shares hold by the producer member.
|
| 59 |
The price to be paid for sugarcane supplied shall be determined after assessing the financial results of the working of the Mills for the year. No payment of the cane price higher than the statuary minimum price and not warranted by the financial results of the Mills would, however be made with out the approval of guarantor Government till the Industrial Financial Corporation Loan is rep[aid fully. An interim advance payment may however, be made on delivery as may be decided by the Board. XII PROFITS
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| 60 |
Before arriving at the profits, the Board of Directors shall provide the:- i) Interest payable on loans, deposits and debentures. ii) Working expenses including land assessment, Municipal or other rates or taxes or rent paid or payable. iii) Depreciation of machinery, dead stock and rolling stock, building and live stock as are admissible under income Tax Act/Rules. iv) The balance remaining thereafter as per audited balance sheet shall be deemed to be net profit and shall be available for distribution as under:- a) 10% shall be carried to capital Redemption fund which shall be utilised for redeeming shares issued to the Government of Haryana. b) At-least 10% shall be carried to reserve fund. c) 10% shall be carried to bad & doubtful debt fund. d) To pay dividend up to 10% on the paid share capital e) A sum not exceeding 2% on the paid up share capital may be credited to the dividend equalisation fund until the total amount of such fund amounts 6.25% of the
paid up share capital except for the purpose of paying dividend no withdrawal from this fund shall be made with out sanction of the Registrar. f) A sum shall be set aside for contribution towards the education fund at the rate to be fixed by Registrar from time to time. g) In any other fund to be created with the approval of Board. The distribution of profits shall be made by the Board with the approval of Registrar.
|
| 60 |
In addition to the sum prescribed in byelaw No.
|
| 61 |
(iv) all entrance and share fees, share transfer fees and share deposits forfeited shall be carried to Registrar Fund. XIII AMENDMENTS
|
| 62 |
None of byelaws herein contained shall be altered or rescinded and no byelaw shall be added except by a vote of majority consisting of not less than 2/3 of the member present at the General Meeting convened for the purpose. The notice convening the meeting shall specify the proposal alteration, additions or recessions and shall be given not less than 15 days prior to the meeting. The amendment shall not make effect until it has been registered by the Registrar may be adopted by a simple majority at a general meeting with an ordinary quorum. XIV SERVICE OF NOTICE
|
| 63 |
Where it is provided by these byelaws that written notice at the house at which such member ordinary resides shall be sufficient proof of such notice XV GENERAL
|
| 64 |
If any doubt arises at any time as to the interpretation of these byelaws or their application not with standing any thing contained in these byelaws, the matter shall be referred to Registrar whose decision shall ne final. The above byelaws has been approved and adopted by the Board of Directors of the Mills in its meeting held on 28-2-1996 vide its agenda item No. 6
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