The Commissioner shall keep or cause to be kept at his office a record called the register of co-operative societies wherein shall be entered particulars relating to the registration of societies and their by-laws and any amendments thereto.

Every entry in the register shall be made by, or under direction of, the Commissioner and shall be signed by him and every alteration, interlineation or erasure shall be initialed by the Commissioner.

Where the Commissioner refuses to register a proposed Notific society or its by-laws, he shall give the applicants his reasons in writing register a society for such refusal within sixty days of the refusal.

A person aggrieved by the Commissioner’s refusal under sub-rule(l) may appeal against the refusal to the Cabinet Secretary on paying a filing fee of one thousand shillings.

Any amendment of the registered by-laws of a co-operative society under section 8 of the Act shall be made by a resolution of members at general meeting in respect of which at least fifteen clear days notice of the proposed amendment shall have been given to the members of the society.

When in pursuance of the provisions of section 8(2) of the Act, amendment is sent to the Commissioner, it shall be accompanied by a certification in Form III set out in the Schedule to these Rules together with a copy of the amendment in quadruplicate.

Upon registration of such amendment of by-laws, the Commissioner shall issue a copy duly signed by him on payment of a fee of one thousand shillings.

No co-operative society shall fix any limit to the number of its members

Any member of a co-operative society who ceases to qualify for membership of the society under section 14 of the Act, or under these Rules or the by-laws of the society, shall forthwith cease to be a member of the society and the Committee shall direct the secretary or manager to strike his name off the register of members.

Subject to the provisions of section 20 of the Act and sub­rule (3) of this rule, and subject to the approval of the Committee, a member may transfer his share or shares in a co-operative society to any other member of the society or to any person whose membership of the society has been approved by the Committee.

No transfer of a share in a co-operative society shall be valid and effective until such transfer has been recorded in the register of the society.

No transfer of a share or shares in a co-operative society shall be valid and effective if made by a member indebted to a society whether such debt is due for payment or not.

When for any reason other than death, a member of a co­-operative society registered with limited liability holding deposit from non-members ceases to be a member, he may, subject to section 20 of the Act, transfer his share or shares in such society to another member, or to a proposed member approved by the Committee of such society, but he shall not be entitled to repayment from the society of any money paid by him in respect of such share or shares.

A co-operative society shall keep up-to-date and in proper businesslike manner such accounts and such books as the Commissioner may from time to time direct either generally or in respect of any particular society or class of societies.

A person qualified under the Accountants Act (Cap. 531) wishing to be considered to audit co-operative societies shall make an application in writing to the Commissioner and shall pay a fee of three thousand shillings and such application may be made annually.

The Commissioner may cause the list of auditors approved audit co-operative societies to be published in the Kenya Gazette.

The audited accounts shall be read together with Commissioner’s comments thereon, if any.

There is hereby established a fund to be known as the Management and Supervision Fund and every registered society shall, unless exempted in writing by the Commissioner, pay into it annually an audit and supervision fee.

The Commissioner shall administer the Fund and the balance of the Fund shall be kept with the accounting officer who shall be authorized to accept receipts and to make payments in accordance with the provisions of these Rules:

Provided that the accounting officer shall not make any payment from the Fund unless he holds a cash balance on behalf of the Fund sufficient to cover the payment.

Fifty per cent of the annual receipts received by the Fund shall be payable half yearly to the Government as appropriations-in-aid.

All expenditure from the Fund shall be supported by vouchers and authorized by the Commissioner in the same manner as for other Government expenditure.

The Fund shall be audited annually by the Controller and Auditor General.

Tne quorum of general meetings of a co-operative society shall be as laid down in the by-laws.

Where a meeting is convened by the Commissioner under provisions of section 27(8) of the Act, members present at such meetings shall be deemed to constitute a quorum.

At all general meetings of a co-operative society the Chairman or in his absence the vice chairman or such other person as provided for in the by-laws shall preside and in their absence, any person elected by a majority of those present shall preside.

The Commissioner or his representative may preside at any meeting convened under the provisions section 27(8) of the Act but shall not be entitled to vote.

Unless otherwise provided for in the Act, these Rules or by-laws of a co-operative society, any question referred to the members present at a meeting shall be decided by a majority of votes.

The Chairman shall declare whether every resolution put to the vote has been carried or lost and shall cause an entry to that effect to be made in the minute book of the society which when signed by him shall be conclusive evidence of anything contained therein.

The Chairman shall have one vote only and no casting vote.

A resolution on which the voting is equal shall be postponed to a subsequent meeting.

The majority members of a Committee may for good cause suspend the Committee member subject to ratification by a general meeting.

If during the term of office of a Committee, a vacancy occurs in the Committee, the Committee shall, if the number of members drop below five, co-opt a member of the society to serve on the Committee until the next general meeting of the society.

Elected members of a Committee shall be removed only by a two-thirds majority of members of the society present and voting at a general meeting.

If a general meeting removes a member of a Committee, it shall forthwith elect a new member who shall hold office for the remainder of the term of the member so removed and where the entire committee is removed from office, the general meeting may decide to elect or fix a day for election of an interim committee of not more than five members to hold office for a period not exceeding ninety days.

The quorum at a Committee meeting shall be as laid down in the-by-laws.

A person elected into a Committee of a co-operative union or apex society on the basis of his elected position at the affiliate primary co-operative society shall cease to be a Committee member of the co­-operative union or apex society upon being replaced or voted out at the primary co-operative society.

Every co-operative union and apex society shall have a Board of Representatives consisting of at least one delegate from each affiliated society elected at its annual general meeting.

No member serving on the Committee of a co-operative union may be elected to serve on the Board.

A chairman shall be chosen for each meeting from amongst the representatives in attendance at the meeting.

Every representative shall hold office until the next annual general meeting after his election but shall be eligible for re-election.

If during the currency of office of the board a vacancy occurs such vacancy may be filled by a nominee of the committee of the affiliated society concerned.

The quorum at Board meetings shall be two-thirds of the total number of representatives.

The Board may hold a regular quarter yearly meeting at which the minutes of the previous meeting shall be considered and confirmed.

The secretary of the co-operative society shall be secretary at all Board meetings.

The Committee of the co-operative society shall send to each member of the Board agenda and minutes of all meetings of the registered society and communications in respect thereof.

The Board shall send to the Committee of the registered society agenda and notice specifying date, hour and place of board meetings and may require the attendance of the Committee or any officer of the co-operative society at such meetings.

The Board shall send to the Commissioner or his representative at the proper time, notice and agenda of every meeting, all minutes and communications in respect thereof and its recommendations, if any.

All employees of a co-operative society shall be appointed in accordance with the terms and conditions of service approved by the Commissioner.

The Committee of a co-operative society may, if it deems it fit, require the manager or any other officer, on appointment, to give such security as it may determine.

Every society shall have a supervisory committee consisting of three members each elected at a general meeting for a period of three years and one member of the supervisory committee shall retire annually.

Notwithstanding the provision of sub-rule (1), any member of e supervisor/committee may be removed by a resolution of a general meeting.

Notwithstanding the provisions of sub-rule (3), the pervisory committee shall not perform the duties or exercise any of e powers of the Committee of the society.

Every Committee member shall, pursuant to section 27(b) the Act, file an indemnity in Form V set out in the Schedule to these rules whose amount shall be determined by the general meeting and hich shall be lodged with the Commissioner within fourteen days of selection to the Committee.

A Committee member who fails to comply with the quirements of this rule shall automatically cease to be a member of e Committee.

Every member of a society may appoint his nominee or nominees for the purposes of section 39 of the Act.

No member of a co-operative society shall be entitled to appoint more than one nominee unless that member holds more than one share.

Where more than one nominee is appointed by any member, the number of shares to be transferred to each of these nominees shall specified at the time of the appointment.

Every appointment of a nominee by any member of a co­-operative society shall be made in writing and signed by the member in the presence of two witnesses and shall be in Form VII set out in the schedule to these Rules.

Every appointment of nominee shall be acknowledged by the society.

For the purpose of 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 society otherwise provide.

Where the deceased member is in credit with the society, any nominee under this rule may be paid all dues on evidence of death being produced without awaiting lawful administration of the estate.

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 society.

If for any reason on the death of a member a nominee does not exist, the society may pay any money due to the deceased member to the personal representative or recognized heirs of that deceased member.

In the event of any person so nominated dying or of the member desiring to cancel any such nomination, the member may from time to time nominate in writing another person in the same manner, and the necessary alteration shall be made in the register of members.

A co-operative society which under its by-laws has power to borrow money shall from time to time at a general meeting fix the maximum liability which it may incur in loans or deposits from non members.

Notification of the maximum liabilities fixed shall be sent to the Commissioner in Form VIII set out in the Schedule to these Rules.

The maximum liabilities fixed shall be subject to the approval of the Commissioner who may at any time reduce it or impose such conditions as he may deem necessary.

Any member of the society may appeal against the decision of the Commissioner made under sub-rule (3) to the Cabinet Secretary within thirty days of such decision.

Every co-operative society shall pay into the reserve fund maintained in pursuance to the provisions of section 47 of the Act, one-fifth of any net surplus resulting from the operations of the society during a financial year.

The reserve fund of a society shall be invested or deposited in the manner provided for in section 45 of the Act and these Rules.

No withdrawals shall be made from the reserve fund of a co­-operative society without the consent in writing of the Commissioner and any such withdrawals shall be made good from the net available funds accruing to the society if the Commissioner so directs.

The reserve fund shall be indivisible and no member shall be entitled to claim a specified share of it.

The reserve fund shall be kept in separate account to be known as the reserve fund account.

The society shall cause an annual audit of the reserve fund account.

On the dissolution of a co-operative society the assets represented by the reserve fund shall be applied in the discharge of the liabilities of the society.

The by-laws, annual returns, audited accounts and balance sheets of every co-operative society and the register of charges shall be open to the public for inspection at the office of the Commissioner, on payment of a fee for one thousand shillings for each inspection.

For every inspection made pursuant to section 57(1) of the Act the fee payable shall be one thousand shillings.

The Commissioner shall upon request and on payment of a fee to be determined by him and not exceeding two thousand shillings for each copy, supply certified copies of the by-laws, annual returns, audited accounts and balance sheet of a co-operative society.

Any inquiry held pursuant to section 58 of the Act shall not be conducted continuously for a period exceeding sixty days.

The Commissioner, may pursuant to section 58(4) of the Act, appoint a chairman of the interim Committee.

The Committee shall implement the inquiry report and prepare for society elections.

A copy of the inquiry report may be issued on application therefore and upon payment of a fee of two thousand shillings.

A person may appeal to the Cabinet Secretary against the rejection of his application for copy of an inquiry report within thirty days of such refusal and a fee of one thousand shillings shall be paid on the filing of such an appeal.

There is hereby established an account to be known as the co-operative Societies Liquidation Account which shall be administered by the Commissioner or his representative.

The Commissioner may authorize, after the expiration of two years from the date of closure of any liquidation, payment of balances of unpaid claims and surpluses from the liquidation account into the Fund.

Where upon inspection or inquiry, the Commissioner considers that a co-operative society accepting deposits from its members is bankrupt or insolvent, or that it has willfully violated the Act, or is operating in an unsafe or unsound manner, the Commissioner may issue an order temporarily suspending such operations for a period not exceeding thirty days.

The Committee shall be given written notice of the spension, which shall include a list of the reasons for the suspension and upon receipt of the notice, the society shall cease all operations, except those allowed by the Commissioner.

The Committee may within the time specified by the Commissioner, show cause why the suspension of its operations should not continue.

The Committee may request for a hearing and may present its proposals to remedy the situation in order to resume operation of taking deposits from members.

Upon receipt of evidence that the conditions causing the suspension have been corrected, the Commissioner may revoke the suspension and permit the society to resume normal operations.

If the Commissioner after providing an opportunity for a hearing, rejects the society’s plan to continue operation, he may issue an order of involuntary liquidation and appoint a liquidator and where the society fails to answer the suspension notice or to request a hearing within the prescribed time, the Commissioner may issue an order of involuntary liquidation and appoint a liquidator and liquidate the society.

Every co-operative society operating or intending operate front office services, shall after a resolution of the general meetings apply in writing to the Commissioner for authorization.

The Commissioner may of his own accord, and, shall on the so directing of the Cabinet Secretary, cause a front office operation to be inspected by any person authorized by him in writing, on any co­operative society and of its books, accounts and records.

When an inspection is made under sub-rule (1) the co­operative society and every officer and employee thereof shall produce all the books, accounts, records and other documents of the co­operative society and such correspondence, statements and information relating to the society, its business and the conduct thereof as the person making the inspection may in writing require.

All information obtained in the course of the inspection shall be treated as confidential and used solely for the purposes of the Rules and by-laws made under the Act.

The person carrying out an inspection shall submit his report to the Commissioner; and the report shall draw attention to any breach or non-observance of the requirements of the Act, rules and by-laws made thereunder any irregularity in the manner of conduct of the business of the co-operative society inspected any apparent mismanagement of the business or lack of management skills in that society and any matter revealed or discovered in the course of the inspection warranting, in the opinion of the person making the inspection, remedial action or further investigation.

The chairman or the deputy chairman, in matters before the Tribunal, shall have the same power as is vested in the Registrar or Deputy Registrar where similar matters are before the High Court and shall exercise the power, mutatis mutandis, in accordance with the Civil Procedure Rules (Cap. 21, Sub. Leg.).

Every appeal to the Tribunal shall be in the form of a memorandum of appeal signed

in the same manner as a pleading.

The memorandum of appeal shall set forth concisely and under distinct heads the grounds of objection to the decision appealed against, without any argument or narrative, and such grounds shall be numbered consecutively.

The statement of claim together with the verifying affidavit and summons to enter appearance shall be served on the respondent.

The respondent shall file a memorandum of appearance within fifteen days of service with the documents stated under sub-rule (1) and a statement of defence within a further fifteen days.

All interlocutory applications made to the Tribunal shall be by Chamber Summons or Notice of Motion signed by the claimant, his advocate or a duly authorized agent, supported by an affidavit.

A party served with a Chamber Summons or Notice of Motion may file a replying affidavit or grounds of opposition. However, any party who desires to be heard and appears to the Tribunal to be a proper party to be heard, may be heard, despite failure to file replying affidavit or grounds of opposition.

Where and in so far as a decree is for the payment of money, the Tribunal may, in the decree, order interest at such rate as the tribunal deems reasonable to be paid on the principal sum adjudged from the date of filing the claim to the date of the decree, plus any interest accruing on the principal from the period before the institution of the suit, and on the aggregate sum so adjudged, such further interest from the date of the decree to the date of full payment or to such earlier date as the Tribunal thinks fit.

Where such a decree is silent with respect to the payment of further interest on such aggregate sums as aforesaid from the date of the decree to the date of payment or other earlier date, the Tribunal shall be deemed to have ordered interest at the prevailing court rates.

The principal registry of the Tribunal shall be at Nairobi.

There shall be provincial registries at Mombasa, Kisumu, Nakuru, Nyeri, Embu, Kakamega, Garissa and such other place as the Chairman in his discretion determine from time to time.

The tribunal shall conduct sessions or hearings at the principal registry and any of the other registries.

All the proceedings pending before the Tribunal immediately before the commencement of these Rules may be continued and concluded as if they had been commenced under or by virtue of these Rules.

Every decree, order or award of the Tribunal which immediately before the commencement of these Rules had not been executed or enforced shall be executed or enforced in the same manner as if it were a decree or order of the Tribunal made in accordance with these Rules.