(1) The Board may perform functions and discharge responsibilities as specified in and in accordance with the terms, conditions and procedure laid down in the articles of association;
Provided that the following functions and responsibilities shall be those of the Board;
(a) to interpret the organizational objectives, to set up specific goals to be achieved towards these objectives, and to make periodic appraisal of operations;
(b) to elect and remove office bearers;
(c) to appoint and remove the chief executive;
(d) to frame regulations for the appointment of all employees of the cooperative and the scales of pay, allowances and other conditions of service including disciplinary action;
(e) to finalize long term perspective plan, annual plan and budget, and to direct the affairs of the co-operative in accordance with the plan and budget approved by the general body;
(f) to make arrangements for the mobilization of funds;
(g) to authorize acquisition and disposal of immovable property; and
(h) to frame, approve and amend regulations relating to services, funds, accounts and accountability and information and reporting systems.
(2) Every Director of a co-operative while performing functions, discharging responsibilities, and exercising powers shall:--
(a) act honestly and in good faith and in the best interests of the co-operative;
and
(b) exercise such due care, diligence and skill as a reasonably prudent person would exercise in similar circumstances.
(3) Any Director who is guilty of misappropriation, breach of trust or any other omission or commission, resulting in loss or shortfall in revenue to the cooperative, shall be personally liable to make good that loss or shortfall, without prejudice to any criminal action to which the Director may be liable under law.
Eligibility for Directorship in a co-operative
32. In addition to such other conditions as may be specified in the articles of association, a member of a co-operative shall be eligible for being chosen as a Director of the co-operative, if -
(1) such member has the right to vote in the affairs of the co-operative; and
(2) such member has patronized the services of the co-operative during the previous financial year to the extent and in the manner specified in the articles of association; and
(3) such member has no interest in any subsisting contract made with or work being done for the co-operative except as otherwise specified in the articles of association; and
(4) three years have lapsed from the date that such member may have ceased to be a Director of the co-operative for reason of
(a) non-conduct of general meeting;
(b) non-conduct of elections to the Board;
(c) non-submission of annual report of activities, audited annual financial statements and/ or auditor’s report to the general body; or
(d) absence from Board meetings.
Elections 33. (1) The conduct of elections of Directors to the Board shall be the responsibility of the Board of the co-operative.
(2) Elections shall be conducted in the manner specified in the articles of association, Elections shall be conducted before the term of office of the outgoing Directors comes to an end.
(3) All Directors on the Board shall cease to be Directors at the point of time when any task required for the conduct of elections by the articles of association is not undertaken or completed and the Board has not immediately taken necessary steps to continue with the process as required by the articles of association.
(4) Elections of Directors shall normally take place at the Annual General Meeting.
(5) Where a Board fails to conduct elections before the expiry of the term of the Directors, or where the process of elections is discontinued or suspended at any stage of the process and the Board has not initiated remedial measures, or where there are no Directors remaining on the Board, the Arbitral Tribunal, within such time and in such manner as specified in the articles of association, shall appoint a three-member ad-hoc Board from among members who are not members of the Arbitral Tribunal, nor members of the outgoing Board, nor intend to stand as candidates for the elections on hand, for the specific purpose of conducting elections and to perform all functions of the Board during the interregnum except those proscribed by the articles of association.
(6) The term of the ad-hoc Board so appointed shall not exceed three months and the ad-hoc Board shall cease to function as soon as a regular Board is elected in accordance with the articles of association.
(7) The Directors shall hold office for the period for which they were elected and the newly elected Directors shall assume office at the end of this period.
(8) The Directors may not be eligible, if so specified in the articles of association, for re-election.
(9) Where there are vacancies on the Board and where there is a quorum, the remaining Directors may exercise all the powers of the Board or may fill the vacancies by cooption for the remainder of the respective terms.
(10) Where there are vacancies on the Board and where there are not sufficient number of Directors to constitute a quorum for Board meetings, the Arbitral Tribunal shall call a general meeting for the purpose of electing Directors to fill the vacancies.
Tenure of Directors
34. Where the articles of association provide for retirement of all Directors at once, the tenure of office of all the Directors, and, where the articles of association provide for retirement of Directors by rotation, the tenure of office of the individual Directors shall be for such period as specified in the articles of association, not exceeding three years from the date of assumption of office, as specified in the articles of association.
Board meetings 35. (1) The president of a co-operative may, at any time, call a meeting of the Board of Directors;
Provided, however, that at least four Board meetings shall be held in a co-operative year, and the period between two consecutive Board meetings shall not exceed one hundred and twenty days.
(2) The president shall hold a special Board meeting within fifteen days of the date of receipt of a requisition from:
(a) at least one-third of the Directors on the Board; or
(b) the Auditor;
Provided that any such requisition shall contain the reasons why the meeting is felt necessary and the proposed agenda, and no subject other than the subjects included in the proposed agenda shall be discussed at the special Board meeting.
(3) The president shall cease to be president at the end of the period within which a Board meeting under sub-section (1) or (2) or the articles of association has to be held if the president fails to hold such Board meeting within the specified period.
(4) An individual who ceases to be president under sub-section (3) shall not be eligible to hold the office of president for a period of six years from the date of such cessation.
(5) The quorum for a Board meeting shall be as specified in the articles of association, but shall be more than half of the total number of Directors on the Board.
(6) The procedure to convene and conduct the Board meetings shall be such as specified in the articles of association.
(7) If a Director fails to attend three consecutive Board meetings, the Director shall cease to be a Director, from the date of the third Board meeting.
Minutes of Board meetings