The Department has the responsibility for administering the Co-operative Societies Act , the Friendly Societies Act, the Industrial and Provident Act and their respective Regulations and designated Charities Authority under the Charities Act 2013. Its objectives are to facilitate the establishment and development of Co-operative Societies, Friendly Societies and Industrial and Provident Societies and to supervise their operations. The Department’s mandate under the Jurisdiction of these Acts and Regulations is focused primarily at ensuring the safety of the Societies' assets, the protection of Members' savings and investments and the protection of other stakeholders interests
The Inspectorate Section is tasked with ensuring that Rules amended at the societies’ Annual or Special General Meetings are properly prepared and submitted to the Registrar of Co-operative Societies for certification. The Co-operative Societies Act and the Friendly Societies Act, mandate a simple and straightforward method within which approval and certification of Rules can be accomplished. This includes, (a) submission of the Rules in triplicates to the Registrar; (b) affixation of the signatures of the Board Chairman and Secretary at the time the Rules were amended; and (c) the seal of the society firmly affixed to the signature page signed by the Chairman and Secretary
Proof that the Rules were properly tabled at the annual or Special General Meeting should accompany the submission, that is, the name of the society whose Rules are being amended, the date the meeting was held, that the amendment was done via a special majority vote, the names of the members who moved and seconded the motion, and numerical representation of the number of members present and voting, along with the numbers that voted in favour of, against and abstained from the voting process. Amendments to Rules must be done with at least a three-fourths majority vote of the members present at the time.
Amendments to Rules become valid after being registered under the respective Acts, and at which point a copy would be issued to the society. However, the power lies within the Registrar to refuse to register an amendment, which may be appealed to the Tribunal within one month from the date of such refusal.
The suspension of registration may not exceed a term of three months from time to time, and may be extended for additional periods not exceeding three months. During the suspension period, the society will cease to enjoy all rights and privileges of a registered society; the society, however, will still be required to honour its liability, whether civil or criminally incurred.
After holding an inquiry or making an inspection, the Registrar may suspend a society’s registration upon the determination that (a) the society’s funds are inefficient to meet existing claims or obligations, and/or (c) by voluntary request/application from no less than three-fourths of the registered members.
The Amalgamation process for Co-operative Societies and Friendly Societies are similar and are guided by Section 53 and Section 47 of the Acts respectively. These provisions allow for two (2) main types of Amalgamation – mergers and transfer of engagement.
(i) Mergers – occurs whereby any two or more Societies combine, without dissolution or division, to become a new Society (the Amalgamated Society). All the funds and property of the Societies engaged in the process become vested in the new Society. All members of the merging Societies also automatically remain members of the Amalgamated Society.
In the process, the merging societies would cease to exist as legal entities. The new Society formed by the process will acquire a new name, new registration, new Rules, new Board of Directors and the other necessary Statutory Committee(s).
(ii) Transfer of Engagements – occurs whereby a Society (Transferor) transfers all of its engagements and members to another Society (Transferee), which may undertake to fulfil the engagements of the Transferor. The Society that would be transferred would cease to exist and the Society that would have accepted the engagements would continue in its own name and as a legal entity.
Under the Co-operative Societies Act, the Registrar may cancel the registration of a society upon notice/application from at least three—fourths the membership of the society or where there is sufficient evidence that the membership is less than ten (10).
Cancellation of the registration under the Friendly Society will arise where the Registrar is satisfied that the membership has been reduced to less than twenty-one (21), and this cancellation will take immediate effect. This membership may also opt for voluntary dissolution upon submission to the Registrar via application made by three-fourths of the members of any society registered under the Friendly Societies Act.
Cancellation may also occur where the society has breached several sections of the applicable Act, and response adversely towards the directives of the Registrar in an effort to bring about compliance.
Section 39 – 41 and 60 of the Co-operative Societies Act and section 55 of the Friendly Societies Act provide the basis for holding an Inquiry into the affairs of a registered society. An Inquiry is a “systematic investigation of a matter of public interest”, and may be commissioned (a) by the Registrar by legal Order or (b) upon request of a majority of the Committee or (c) upon application made by at least one-third (1/3) of the members of the society or (d) by application of a creditor.
The Enquirer appointed by the Registrar to conduct an Inquiry will examine the financial conditions of the society, that is, Management’s handling of the funds and financial dealings, as well as the operational activities, including but not limited to the daily operations based on the Objects of the society. The Enquirer will also examine the Constitution and the satisfaction of the legal requirements as met or unmet by society. Where there exist numerous breaches, steps may be pursued towards Liquidation of Cancellation, or the Enquirer may also make recommendations for continuity with specific conditions to facilitate viability and effective governance within the society.
A dispute will arise where there may be a claim for any debt or demand due, or any matter which is the subject of some disagreement between two parties within the society, or between the members of the society or between societies, that in any way touches the operations of the society. Section 50 – 51 of the Co-operative Societies Act and section 46 of the Friendly Societies Act make provision for disputes touching and concerning the business of the societies registered under the respective Acts to be settled by the Arbitration Process (Internal Settlement). This process also requires an order for the appointment of an Arbitrator who is authorized to carry out the Arbitration Process.
In matters of dispute, the allegations made by the complainant or aggrieved party would be thoroughly investigated and recommendations made for the best option to settle the matter. The Arbitrator’s award, if there is no appeal, should be final and cannot be referred to any Civil Court. The award can be enforced as if it had been the judgement of a Resident Magistrate. However, if one party or the parties are not satisfied with the determination of the Arbitrator, the decision may be appealed, which would be referred to the Registrar. Should the Registrar administer over an Appeal, his decision on the Appeal is final and cannot be referred to any Civil Court.
Section 41 of the Co-operative Societies Act and section 58 of the Friendly Societies Act empower the Registrar to order dissolution of a society under one of or a combination of several conditions. Under the Co-operative Societies Act, a society may be liquidated after (a) holding an Inquiry, (b) on application of a majority of the Committee aka the ‘Board’, (c) application from no less than three-fourths of the membership or (d) on application of a creditor.
Where the Registrar is satisfied as to any adverse findings of an Inspection or an Inquiry, he may order liquidation of a society’s assets in accordance with section 58 of the Friendly Societies Act. Liquidation may arise by voluntary request, in writing, from no less than three-fourths the membership of the society. It may also arise due to the inability of the society to attract and/or retain competent management (paid and/or volunteered), closure of the sponsor company or purchasers of goods and services, or the society’s inability to mobilize resources through competitive rates on services and marketing of produce/products.
Section 44 of the Co-operative Societies Act and section 61 of the Friendly Societies Act authorizes the Registrar to appoint a Liquidator to undertake the duties and responsibilities of Liquidation. Upon appointment, the Liquidator’s powers in executing the functions are subjected to the direction and control of the Registrar and any limitations imposed by the Registrar.
The Co-operative and Friendly Societies Acts provide for the right to appeal a liquidation order made by the Registrar, which should be executed within the stipulated timeframe. Provided there are no appeals, the Registrar by order will cancel the registration of the society and publish the notice in the Gazette, and at least one daily newspaper printed and circulated in Jamaica.