NAMIBIA LIVESTOCK PRODUCERS CO-OPERATIVE (PTY) LTD

FINAL BY-LAWS

MARCH 2012

ARRANGEMENT OF SECTIONS

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21.

Definitions Name of the Co-operative Registered office Legal status Requirements for membership Admittance of members Rights, obligations and liabilities Termination of membership and suspension General Meetings and voting rights of members The Assembly of the Co-operative Ordinary general meetings The Co-operative Council The Regional Committees Other Committees of the Co-operative Council Secretariat of the Co-operative Accounting record, annual financial record and auditing Funds of the Co-operative Distribution of dividend Other provisions relating to financial matters of the co-operation Notices Amendment of these by-laws
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22. 23.

Winding-up of the Co-operative Settlement of disputes

1. Definitions

In these by-laws, unless the context indicates otherwise

Act means the Co-operatives Act, 1996;

Assembly means the Annual General Meeting of the Co-operative;

Board means the Board of directors of the Company referred to in section 6 of the Meat Company of Namibia Act; By-laws means the by-laws of the Cooperative registered with the Registrar; Company means the Meat Company of Namibia Ltd; Co-operative means a Co-operative established in terms of section 30 of the Meat Company of Namibia Act; Co-operative Council means the Council elected in terms of section 12; Feedlot means a confined yard area with watering and feeding facilities where cattle are hand and mechanically fed for the purpose of production; Industry means the production, processing, marketing of livestock, meat and meat products and all related activities associated therewith; Livestock means cattle, sheep, goats or pigs; Member means any member of the Co-operative; Minister means the Minister of Agriculture, Water and Forestry; NCA area means the Northern Communal Area; Producer (of livestock) means any person who is the lawful holder of a Brand registered under the Stock Brands Act of 1992 including a feedlot whether or not that person is registered under section 34 of the Meat Company of Namibia Act as a producer of livestock;
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Product means any portion of any slaughtered livestock and includes any object obtained from processing such portion; Registrar means the Registrar of Co-operatives; Shareholders means the State and the Co-operative; Special resolution a resolution passed at a general Meeting of the Co-operative by a majority of votes of at least two-thirds of the members present at such meeting.

2. Name of the Co-operative (1) The name of the Co-operative shall be Namibia Livestock Producers Cooperative (Pty) Ltd. The name and other important information shall be displayed according to section 27 (2) (a) of the Act.

(2)

3.

Registered office (1) (2) (3) Postal Address: Street Address or Physical Address of Registered Office: All alterations of addresses shall be notified to the Registrar within 14 days of such change.

4.

Legal status The Co-operative is a body corporate, registered under the Meat Company of Namibia Act.

5.

Requirements for membership (1) Producers of livestock registered in terms of the Meatco of Namibia Act shall be eligible to be members of the Co-operative. In addition a member must: (a) Pay the required fees as prescribed from time to time by the Cooperative Council; and
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(2)

(b)

Be willing to abide by the by-laws and internal regulations of the Cooperative.

6.

Admittance of members (1) All existing producers shall be exempted from the admission procedures set out in section 34 of the Meat Company of Namibia Act. Procedures for admission (a) Any prospective member subsequent to the founder members shall apply for membership to the Co-operative Council. the application shall be made in writing and shall be in such form as the Co-operative Council may from time to time decide, but which will include all pertinent information of the applicant. In the case of the Co-operative Council rejecting the membership of an applicant it shall: (i) shall give reasons for such rejection /or not; (ii) shall inform the applicant of his right of appeal to the general meeting (3) Register of Members The Co-operative shall keep and maintain at its registered office a register of members.

(2)

(b)

(c)

7.

Rights, obligations and liabilities (1) Rights All members shall have the right to: (a) (b) (c) (d) (e) Attend all general meetings Vote at general meetings Elect officers to be elected as officers Be informed of the affairs of the Co-operative Together with other members, call a special general meeting and request that matters be placed on the agenda (f) Make use of the services of the Co-operative enterprise
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(g)

Subject to the by-laws, the right to receive patronage refunds of dividends when declared

(h) (2)

The right to withdraw from the Co-operative.

Obligations All members shall be obliged to: (a) (b) (c) abide by the by-laws and any internal rules of the Co-operative; pay his/her/its financial contribution of the Co-operative; make use of the services of the Co-operative and abide by the decisions of the Co-operative Council; sell at least one livestock every two years to the Company; attend all general meetings where possible;

(d) (e)

(3)

Liability of Members: (a) The liability of the member shall be limited to an amount equal to the nominal value of the shares in the Co-operative held by him/her/it in so far as the amount has not been paid up
(b) Membership in the Co-operative shall not be transferred or ceded between members and or to non-members.

8.

Termination of membership and suspension

(1)

Voluntary Resignation of the Membership (a) A member of the Co-operative may give notice in writing of three months that he/she (or it) wishes to resign his/her (or it) membership of the Co-operative.

(2)

Suspension (a) A member who has contravened or failed to comply with a provision of these by-laws on more than two occasions or who refuses to comply

with an obligation he or she (or it) has undertaken or who (or which) has committed misconduct towards the Co-operative:

(i)

may, with a view to disciplinary action being taken, be suspended as a member by the Co-operative Council for a period not extending beyond the date of the first general meeting held subsequent to such suspension; or

(ii)

may, by special resolution passed at a general meeting be suspended for a period not exceeding 6 months, but may at any time be reinstated by the Co-operative Council.

(3)

Expulsion (a) A member who has contravened or failed to comply with a provision of the Act or these by-laws on more than two occasions or who refuses to comply with an obligation he or she (or it) has undertaken or who (or which) has committed misconduct towards the Co-operative may be expelled from the Co-operative by special resolution passed at a general meeting, provided he/she (or it) has been(i) given prior notice of at least two months of the grounds on which the expulsion is being considered; and afforded an opportunity to adduce facts or circumstances in rebuttal of any allegation against him or her (or it) to show cause why he or she (or it) ought not to be expelled as follows: (aa) by having the right to get the reasons for the intended expulsion in writing from the secretary of the Cooperative at the time when the notice is given; and by having the right to appear personally at the general meeting to defend his or her (or its) case.

(ii)

(bb)

(4)

Regulation (a) The Minster may make regulations on matters regarding membership if and when the need for such regulation arises.

9.

General Meetings and Voting rights of members (1) The supreme authority of the Co-operative shall vest in its members through the Assembly of the Co-operative and general meetings. (2) The Co-operative may convene general meetings from time to time of which one such meeting shall be the Assembly of the Co-operative. (3) Every member of the Co-operative who is not temporarily suspended as a member in terms of the provisions of section 8 (2) shall have the right to vote at a general meeting of the Co-operative. (4) A member present at a general meeting of the Co-operative and entitled to vote thereat shall have, in the case where a vote is taken by way of the show of hands or secret ballot, one vote irrespective of the number of shares he or she or it holds.

10.

The Assembly of the Co-operative (1) The Assembly of the Co-operative shall be held within five months after the end of each financial year of the Company. (2) The meeting shall be convened by giving notice of the time, date and venue of such meeting in no less than two newspapers published in the official language and circulating in Namibia and in such other manner as may be determined by the Co-operative Council. (3) Such notice referred to in sub-clause (2) shall, in addition to the time and place of the meeting, state such business as may be determined by the Council to be considered at such meeting. (4) The members shall at every Assembly(a) deliberate the annual report and make written recommendations, if any, to the Co-operative Council with regard to such report for its consideration;

(b)

determine the allowances payable to the members of the Co-operative Council for(i) meetings of the Co-operative Council attended by any such member; (ii) reasonable expenses incurred by any such member in connection with the performance of the functions of the Cooperative Council;

(c)

Conduct the elections of the eighteen members of the Co-operative Council: (i) Eleven (11) members representing communal farmers, subject to the Ministers final approval; One (1) member representing emerging commercial farmers; One (1) member representing feedlot; owners Two (2) members representing commercial farmers; and Three (3) independent experts in the following fields: (aa) Law; (bb) Auditing / Finance; and (cc) Livestock.

(ii) (iii) (iv) (v)

(d) (e)

Decide on the distribution of its annual dividend; and Pass any special resolutions as in terms of which sufficient notice has been given by the members.

11. Ordinary General Meetings (1) The Chairperson of the Co-operative Council may call for a General Meeting on the reasoned written request of: (a) at least one-third of the members of the Co-operative Council; and

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(b)

at least one-tenth of all the members of the Co-operative or, if the Cooperative has more than 400 members, by at least 40 of its members, whichever is the lesser.

(2)

General meetings shall be so convened by giving each member of the Cooperative at least fourteen days written notice of the meeting. The Co-operative may have any number of general meetings per year in addition to the Assembly of the Co-operative. Proxies shall be allowed at all general meetings of members. A proxy must be a member of the Co-operative and no member is entitled to more than one proxy with regard to a meeting. The quorum for general meetings shall be in accordance with the provisions of Section 44 (1) of the Act.

(3)

(4) (5)

(6)

12. The Co-operative Council (1) The affairs of the Co-operative shall be managed and controlled by a Cooperative Council subject to the directions and control of the decisions of the members taken at general meetings. (2) The Co-operative Council shall consist of eighteen persons in a representative capacity selected with reference to: a) Eleven (11) members from the communal farming regions of the country; b) c) Two (2) members representing commercial farmers; One (1) member representing emerging commercial farmers;

d) One (1) member representing feedlot owners. e) 3 independent experts in the fields of: (i) Law (ii) Audit/Finance and (iii) Livestock.

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(3)

The Co-operative Council members may be elected for two periods of two years, provided that the Minister shall have the final decision making power on representatives elected in terms of section 12(1) (a).

(4) (5) (6)

The Co-operative Council shall meet at least once every quarter. The quorum of the Co-operative Council shall be nine members. Decisions shall be taken by majority vote of the members forming a quorum.

13. The Regional Committees Each region shall establish a Regional Committee to that shall be tasked with: (a) Dealing with the administrative affairs of the producers; (b) Addressing queries of the producers in the respective regions; (c) Voicing the concerns of the producers during Co-operative Council meetings; (d) Facilitating the registration of members; (e) Assisting producers to market their livestock with the trading company.

(2)

The Regional Committee shall consist of not more than five members selected from the region.

(3)

The Regional Committee shall nominate one representative, for appointment by the Minister, to the Co-operative Council who shall be the representative of that respective region. .

(4)

The Regional Committee shall meet at least once every quarter provided that the Regional Committee chairperson shall call meetings at his own initiative or when requested by a majority of the members.

(5)

Budgets of Regional Committees shall be approved and funded by the Cooperative Council.

14. Other Committees of the Co-operative Council

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(1)

The Co-operative Council may from time to time establish a committee or committees, which shall, subject to the directives of the Co-operative Council, conduct any investigation into, and advise or make recommendations to the Co-operative Council on, any matter relating to the functions of the Cooperative Council and/or the management of the Co-operative.

(2)

The

Co-operative

may

establish,

amongst

others,

the

following

subcommittees: (a) A Disciplinary Committee tasked with recommending to the Cooperative Council the appropriate disciplinary measures to be taken against members who have transgressed the internal rules of the Cooperative. (b) A Membership Committee tasked with evaluating all new applications for membership and making appropriate recommendations to the Cooperative Council in terms thereof; and (c) A Nomination Committee tasked with managing the nomination and election process of the members of the Co-operative Council. (3) committee established under subsection (1) shall consist of(a) one or more members of the Co-operative Council, nominated by the Cooperative Council for that purpose, one of whom shall be designated by the Co-operative Council as chairperson of the committee; and (b) such other person or persons not being members of the Co-operative Council as may be appointed by the Co-operative Council. (4) The Co-operative Council may in its discretion dissolve or reconstitute a committee. A

15. Secretariat of the Co-operative (1) The Secretariat of the Co operative shall be an administrative organ of the Co-operative. The duties of the Secretariat shall include the following:
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(2)

(a) Attending to the administrative duties of the Co-operative; (b) Organising meetings for the Co-operative Council; (c) Disbursing budget funds to the Regional Committees, and preparing quarterly financial reports to be presented at the Co-operative Councils meetings; (d) Assisting in co-ordinating the functions of the Regional Committees; (e) Distributing dividends to the respective members; and (f) Performing any other duties as delegated to it by the Co-operative Council (3) The Secretariat shall be headed by an Administrator, with power to appoint staff members subject to the direction of the Co-operative Council and the Secretariat shall be accountable to the Co-operative Council. The Administrator shall be an employee of the Co-operative appointed on such terms and conditions as the Co-operative Council may decide.

(4)

16. Accounting record, annual financial record and auditing (1) The financial year of the Co-operative shall end on the last day of January every year. (2) The Co-operative shall keep accounting records as are necessary to fairly reflect the financial state of the Co-operative. (a) Where the Co-operative is providing its services to non-members, separate accounts of such financial transactions must be kept. (b) The accounting system must be capable of calculating each members annual transactions with the Co-operative (patronage proportion) in order to be able to determine each members contribution to the surplus of the Co-operative, if any, and each members resultant possible bonus, if any. (3) The Co-operative shall in respect of each financial year cause financial statements to be made as are reasonably necessary, reflecting: (a) (b) An income and expenditure statement; A balance sheet; and
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(c)

A cash flow statement.

(5)

The Co-operative shall cause its accounting records and annual financial statements to be audited annually within a period of four months after the end of the financial year.

(6)

The Co-operative shall at its first and at every subsequent annual general meeting appoint a person or persons as the Co-operatives auditor or auditors.

(7)

The annual financial statements together with the duly signed auditors report shall be available for inspection to members at least 14 days before as well as during an annual general meeting and shall be formally submitted for discussion at an annual general meeting.

17. Funds of the Co-operative (1) The funds of the Co-operative shall comprise(a) Moneys obtained by way of shares issued to members of the Cooperative; (b) Moneys received by ways of fees charged on admission of members or on an annual basis; (c) (d) (e) (f) (g) (2) Moneys set aside in the capital reserve fund; Moneys set aside in the deferred expenditure fund; Grants and donation; Moneys borrowed by way of loans from any person or institution; and Dividends received from the Company.

Members shall pay an annual membership fee determined by the Co-operative Council. The Co-operative may maintain a capital reserve fund in accordance sound accounting principles. If the Co-operative has received any grant, donation or contribution then it shall notify the Registrar in writing within 2 months of the nature of such
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(3)

(4)

grant, donation or contribution, and shall at the same time submit a copy of such notice to the person or institution who has made such grant, donation or contribution.

18. Distribution of dividend (1) The Secretariat shall distribute the dividends received from the trading Company in the following manner:

(a) (b)

80% shall be payable to the producers; and 20% shall be retained by the Secretariat to defray administrative costs.

19. Other provisions relating to financial matter of the Co-operative (1) Members of the Co-operative shall be obliged to market their livestock through the Co-operative or its nominee. (2) Signatories of the Co-operative (a) Any important documents or contracts shall be co-signed by the chairperson and a duly authorised member or in their absence by their duly authorized alternates (3) Remuneration of Co-operative Council members (a) A member of the Co-operative Council shall receive no remuneration or allowances in respect of his or her services and such a members shall only receive an honorarium authorised by a resolution passed at the annual general meeting. (b) Co-operative Council members may, in accordance with the budget of the Co-operative approved at a general meeting, receive payment for actual expenditure incurred in connection with any journey undertaken by him or her in connection with the functions of the Co-operative Council. (c) The maximum rates for such expenditure incurred shall be determined at the Assembly of the Co-operative on an annual basis.
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20. Notices (1) A notice by the Co operative shall be deemed to be validly given if, (a) (b) (c) it is delivered to the secretary of the Co-operative; it is sent to them be pre-paid registered address; or it is sent by fax email or any other electronic method by which notice can be given.

21. Amendment of these by-laws (1) The Co-operative may, by special resolution of the general meeting, decide to propose to the Registrar any amendments to these by-laws.

22. Winding-up of the Co-operative (1) The Co-operative may, with the consent in writing of at least two-thirds of its members, request its own voluntary winding up. (2) The Registrar may order that the Co-operative be wound up in terms of Section 77(1) (a) of the Act. (3) The winding up of a Co-operative shall take place in accordance with the provisions of Section 77 to 83 of the Co-operatives Act.

23. Settlement of disputes (1) Any dispute with the Registrar, within the Co-operative or with another Cooperative concerning the provisions of this Act, these by-laws or the internal rule of the Co-operative shall, after the parties have taken all reasonable steps to resolve or settle the dispute in question be reported to the Minister or the Registrar, as the case may be, and shall be dealt with in accordance with the provision of Sections 93 to 101 of the Co-operatives Act.

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