The Cooperative Societies Act

1.–(1) The general meeting shall have the following functions- (a) the election, suspension or removal of members of the Board; (b) the consideration and adoption of the annual balance sheet; (c) the disposal of sums available for distribution; (d) determining the amount of honoraria, if any, for unsalaried officers and Board members; (e) receiving the report from the Board Committee; and (f) the acquisition or disposal by the society of all immovable property and of movable property of such value as provided for in the regulations. (2) A society shall hold a general meeting at least once in a year. (3) The Registrar, or any other person authorised by him may- (a) summon a special general meeting of the society in such a manner and at such time and place as he may direct; and (b) direct what matters shall be discussed at the meeting. (4) The meeting of the society shall have the powers and subject to the same regulations as meeting called in accordance with the by-laws of the society. (5) A Special General Meeting shall be held by a society where- (a) at least one third of members signify in writing their mention to hold such meeting; or (b) the Board may cause to be convened a Special General Meeting: Provided that, where the procedure to hold a Special General Meeting under item (b) fails, an application to hold a meeting shall be lodged to the Registrar. (6) Notwithstanding the provisions of this Act, a registered society may owing to its size and scope provide in its by-laws for a constitution of a meeting of delegates in place of general meeting through the creation of basic units to attend general meeting of that society for and on behalf of members. (7) Where for the purpose of this Act, any question arises as to whether- (a) a person is following a relevant trade to the society; (b) a person is a resident in the area of operation; (c) two or more societies be considered to form a joint venture; or (d) a person has attained the age of eighteen years; shall be decided by the members at a general meeting. 394 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG. THE COOPERATIVE SOCIETIES ACT [CAP. 211 R.E. 2023] (8) A person aggrieved by a decision of the members at a general meeting as given under subparagraph (7), may in writing appeal to the Registrar. (9) Where the party is not satisfied with the decision of the Registrar, he shall in writing appeal to the Commission, and the decision of the Commission shall be final. Establishment of Board

2. A registered society shall establish a Board to manage its day to day activities. Constitution of Board Powers of Board Restriction relating to members of Board

3.–(l) A Board of a registered society shall consist of not less than five members and not more than nine members including the Board Chairman and Vice Chairman. (2) Members of the Board shall be elected by the general meeting of the society and hold office for a period of up to three years but subject to re-election for another one term. (3) Where a person is selected to the Board to fill a vacancy caused by death, resignation or removal of a member of the Board, the person shall hold office for the remainder of the term of office of his predecessor.

4.–(1) The Board shall exercise powers necessary to ensure the proper administration of the society subject to the by-laws of the society, the regulations and any resolutions passed at the general meeting. (2) The Board may, appoint a suitable person to administer and manage affairs of the society and employ a number of persons as the Board may think fit to assist the person in the discharge of his functions: Provided that, the person shall not have a record of previous conviction on a criminal charge involving dishonesty or by a person who has in the past been dismissed from public service on ground of mismanagement or on any disciplinary ground. (3) Where a person employed under subparagraph (2) is not performing his functions satisfactorily, the Board shall terminate the employment of the person subject to any law for the time being regulating termination of employment.

5.–(1) A member of the Board of a registered society shall hold an office of profit under the society. (2) A member of the Board of a registered society may receive an honorarium from the society as determined and authorised by the general meeting, subject to the provisions of subparagraph (4). (3) A member of the Board who is in the employment of a registered society other than the society to which he is a member and is in receipt of emoluments for such employment shall not be entitled to receive any honorarium as a member of the Board. (4) The honorarium if any, may be paid only by Primary and Secondary societies. 395 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG. THE COOPERATIVE SOCIETIES ACT [CAP. 211 R.E. 2023] Suspension and election of new Board Power of Registrar (5) A member shall not be elected as a member to the Board if he controls or influences business or activities like that of the Cooperative society.

6.–(1) Where the Registrar after giving consideration to the inspection and audit report or after giving an order under section 57 is of the opinion that, the Board of a registered society is not performing its duties properly, he shall cause to be held a Special General Meeting by notice in writing and advise it as appropriate. (2) Where the Special General Meeting resolves to suspend member of the Board, it shall- (a) elect a caretaker Board from amongst the delegates to administer the affairs of the society; and (b) require the suspended members to state their objections if any in writing jointly and severally in the next general meeting. (3) Where after giving an opportunity to the Board to state its objections, if any, of its suspension in the general meeting and the latter disapproves the objections, then a new Board shall be elected to that effect by the general meeting. (4) Subject to subparagraph (1), where the special general meeting resolves to disagree with the advise of the Registrar on financial malpractices the effects of which the society is rendered unable to settle its liabilities, the members shall be liable for the payment or the debts.

7.–(1) Subject to the provisions of paragraph 6, where the Registrar is satisfied that, it is in the interest of the members, he shall remove the Board and appoint a caretaker Board which shall have the duty to manage the affairs of a registered society and to comply with the directions which the Special General Meeting may give and the appointed caretaker Board shall serve for the period of not exceeding one year. (2) Where the Registrar removes the Board under subparagraph (1), the member of the Board removed may appeal to the Commission and the decision of the Commission shall be final. Powers of persons appointed under paragraph 7

8. Subject to the general direction and control of the special general meeting, a person or persons appointed under paragraph 7 to assume the functions of the Board of any registered society shall have the powers, rights and privileges of a duly constituted Board of the Society. 396 ©2025 Government of Tanzania. All rights reserved. No part of this book may be reproduced or distributed without permission of OAG.