(1) A co-operative shall be registered with limited liability, where;
a “ co-operative with limited liability” means a co-operative in which the liability of its members for the debts of the co-operative is limited by its articles of association, to such form and extent as they may undertake to contribute to any deficit in the assets of the co-operative, in the event of its being wound up.
(2) Where a co-operative amends its articles of association to change the form and extent of its members ‘liability, it shall, within fifteen days of such amendment, give notice thereof together with a copy of the amendment to its members and creditors and, notwithstanding any provision in the articles of association or contract to the contrary, any member other than one who voted in favour of the proposes change, or creditor shall, during a period of fifteen days from the date of service of the notice upon him/her, have the option of withdrawing from the co-operative, his/her interests, subject to the discharge of his/her obligations to the co-operative.
(3) Any member or creditor who does not exercise his/her option within the period specified in sub-section (2) shall be deemed to have assented to the resolution.
(4) An amendment passed under sub-section (2) shall not take effect until
(a) all claims of the members and creditors of the co-operative who have exercised the option under sub-section (2) have been met in full or otherwise satisfied; and
(b) notice of the amendment of the articles of association of the co-operative has been received by the Registrar in accordance with this Act.
(5) Where a co-operative is ordered to be dissolved, the liability of a past member, who ceased to be a member, or of the estate of a deceased member, who died, within two years immediately preceding the date of order of dissolution, shall continue until completion of the liquidation proceeding, but such liability shall be limited only to the debts of the co-operative as they existed on the date of cessation of membership or death, as the case may be.
(6) Subject to the provisions of sub-section (5), the liability of a member or of the estate of a deceased member for the debts of the co-operative as they existed.
(a) in the case of a past member, on the date on which the person ceased to be a member; and
(b) in the case of a deceased member, on the date of his/her death; shall continue for a period of two years from such date.
General body 26. (1) There shall be a general body for every co-operative consisting of all the members of such co-operative.
(2) Subject to the provisions of this Act and the articles of association of a cooperative, the ultimate power of a co-operative shall vest in the general body of its members :
Provided that nothing contained in this sub-section shall affect the exercise by the Board or any other authority of a co-operative of any power conferred on such Board or such other authority by this Act.
(3) Any function or responsibility, falling within the scope of a co-operative as a legal entity, which has not been specifically entrusted by this Act or the articles of association, to any of the several authorities within the cooperative, may be dealt with by the general body, on a reference by the board of Directors.
Functions and responsibilities of general body