### Co-operative Societies Rules 《合作社規則》

1. Citation
These rules may be cited as the Co-operative Societies Rules.

2. Register of Societies
The Registrar shall keep or cause to be kept at his office a register to be called “the Register of Societies” wherein shall be entered particulars relating to the registration of societies and their by-laws.

3. Duty of Registrar to make original entries
All original entries in the Register of Societies shall be made by, or under the direction of, the Registrar and shall be signed by him.

4. Duty of Registrar to initial alterations
Every alteration, interlineation or erasure in the Register of Societies shall be initialled by the Registrar.

5. Right of public to inspect register
The Register of Societies shall be open to inspection by the public at all reasonable times and shall be free of charge.

6. Applications for registration of societies
(1) Every application for the registration of a society shall be submitted to the Registrar in the form prescribed by him.
(2) Three copies of the by-laws which the society proposes to adopt shall be submitted together with the application.

7. Registration
Where the Registrar decides to register a proposed society, the society and its by-laws shall be registered in the Register of Societies.

8. Duty of Registrar on registration of society
Upon the registration of a society the Registrar shall forward to the society free of charge—
(a) a certificate of registration;
(b) a copy of the by-laws of the society as approved by him and certified under his hand as having been approved by him; and
(c) a copy of the Ordinance and of the rules.
(25 of 1998 s. 2)

9. Duty of Registrar to record reasons for refusal
When the Registrar refuses to register a society or its by-laws, he shall record in writing his reasons for so doing.

10. Register of members
Every registered society shall keep a register to be called the “Register of Members” wherein shall be entered—
(a) the name, address and occupation of each member and a statement of the shares, if any, held by him;
(b) the date on which each member’s name was entered in the register;
(c) the date on which any member ceased to be a member; and
(d) the nominee, if any, appointed under rule 18.

11. Duty of society to keep accounts, etc.
Every registered society shall keep such accounts and shall use such books as may from time to time be prescribed by the Registrar.

12. Membership
The election and admission of members to a registered society, other than original members, shall be in such manner and on such conditions as the by-laws shall prescribe.

13. Withdrawal from society
A member may withdraw from a registered society by giving written notice to the secretary, but such withdrawal shall be without prejudice to subsection (1) of section 29 of the Ordinance.

### Co-operative Societies Rules 《合作社規則》

14. Expulsion of member
If a member acts in contravention of the rules or by-laws or acts in any way detrimental to the interests of the registered society, such member may be expelled by a vote of two-thirds of the members present at a general meeting, upon a charge communicated to him in writing by the committee not less than one week before the meeting. Such expulsion shall, however, be without prejudice to subsection (1) of section 29 of the Ordinance.

15. Loss of qualifications
Any member who loses any of the qualifications for membership prescribed by the Ordinance or the rules or the by-laws shall cease to be a member of the registered society, and the committee shall cause his name to be struck off the Register of Members without prejudice to any liabilities of such person under subsection (1) of section 29 of the Ordinance.

16. Postponement of repayment of money to member
In the case of any registered society of limited liability holding deposits or loans from non-members, no member withdrawing, removed or expelled therefrom shall be entitled to a repayment of any money paid by him towards the purchase of shares.

17. Limit of members
No registered society shall fix any limit to the number of its members.

18. Nominees
(1) Every appointment of a nominee by any member of a registered society for the purposes of section 17 of the Ordinance shall be made in writing signed by the member in the presence of two attesting witnesses.
(2) No member of a registered society with share capital shall be entitled to appoint more than one nominee unless that member holds more than one share.
(3) In any case where more than one nominee is appointed by any member, the number of shares to be transferred or the exact proportion of the amount available that is to be transferred to each of these nominees shall be specified at the time of the appointment.
(4) Every appointment of a nominee shall be recorded in the Register of Members.
(5) For the purpose of a transfer to a nominee, the value of any share or interest shall be represented by the sum actually paid for that share or interest by the member holding it, unless the by-laws of the registered society otherwise provide.
(6) Where any money is paid to a nominee who is a minor, a receipt given either by the minor or by his guardian shall be sufficient discharge to the registered society.

### Co-operative Societies Rules 《合作社規則》

19. Division of profits
(1) Unless otherwise authorized by the Chief Executive under the proviso to subsection (1) of section 34 of the Ordinance, no dividend or payment on account of profits shall be made by a society registered with unlimited liability until the reserve fund has reached a proportion of not less than one tenth of the society’s total liabilities. (61 of 2000 s. 3)
(2) No registered society shall pay a dividend if the rate of interest on loans granted by it to its members exceeds ten per cent per annum.
(3) No registered society shall pay a dividend on share capital exceeding five per cent per annum of the capital actually paid up.
(4) A bonus based on wages or on the value of the products of a member, or a bonus or rebate on patronage calculated in proportion to the amount of the business done by each member with the registered society may be distributed periodically to the members from surplus funds after the deduction of all expenditure and after making provision for bad and doubtful debts and making allocation to the reserve fund.

20. Maximum total amount of debts
(1) Every registered society shall from time to time, fix at a general meeting the maximum total amount of debts it may incur in loans or deposits whether from members or non-members.
(2) The maximum so fixed shall be subject to the sanction of the Registrar, who may at any time reduce it. No registered society shall receive loans or deposits which will make the total amount of its debts exceed the limit sanctioned by the Registrar.
(G.N.A. 102 of 1956)

21. General meeting
The supreme authority in a registered society shall be vested in the general meeting of members at which every member has a right to attend and vote on all questions. Subject to sections 24 and 25 of the Ordinance, each member shall have one vote only which shall be exercised in person and not by proxy.

22. First meeting
The first meeting of members shall have the same powers as are given to the annual general meeting, and shall be held immediately or not later than one month after the receipt of the certificate of registration of the society.

23. Annual general meeting
The annual general meeting of members shall be convened by the committee as soon as the report on the audit of the accounts of the registered society by the Registrar, or person authorized by him, is received by the committee. At least eight days’ notice shall be given before any such general meeting is held:
Provided that the Registrar may at any time after the audit of the accounts has been completed convene the annual general meeting which shall proceed as if it had been convened by the committee.