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TIBA ASILI SAVINGS AND CREDIT CO-OPERATIVE SOCIETY LTD

BY-LAWS

1. NAME AND AREA OF OPERATION

This Society shall be called Tiba Asili Co-operative Savings and Credit Society Limited; hereinafter

referred to in in these By-Laws as “the society “ and its area of operation shall be NAIROBI.

2. REGISTERED ADDRESS

The registered office of the society shall be at 215 Sirona House, Koinange-Kaunda Street and its Postal

Address shall be P.O BOX 35487-00100 Nairobi. Notice of any change of address shall be given to the

Commissioner for Co-operative Development and Marketing and all members of the society.

3. DEFINITIONS/INTERPRETATIONS

In these By –Laws, unless the context otherwise suggests, words or phrases shall be

defined/interpreted in accordance with the Co-operative Societies Act No.12 of 1997(Amended 2004)

and the Co-operative Societies Rules2004 made there under; hereinafter referred to as the”the Act”

and “the Rules” respectively.

a) Commissioner means the Commissioner for Co-operative Development and Marketing.

b) Sacco means Savings and Credit Co-operative Society Limited.

c) Tribunal means the Co-operative Tribunal established under section 77 of the Act t

to hear and determine disputes under the Act and Rules.

d) Capital means the permanent members equity in the form of common stock and

Include all disclosed reserves, retained earnings, grants or donations.

e) Apex Society means the Kenya National Federation of Co-operatives Limited formed at

The national level by the Co-operative Movement in Kenya and

Registered under this Act to promote Co-operative Development and

Represent the interests of Co-operative Societies Locally and

Internationally.

f) Date of Dissolution means the date on which the Commissioner’s order cancelling the

Registration of a Co-operative Society takes effect.

g) Deposit means a sum of money paid on terms, which it shall be repaid, with or

Without interest or premium, and either on demand or at a time or

In circumstances agreed by or on behalf of the person making the

Society to receive it at the risk of the society receiving it.

h) Share means the amount represented by a member’s portion in the equity

Of a society as a co-owner.

i) Special resolution means a resolution passed by two thirds of the members

present and voting at a special general meeting of a society.

j) Supervisory Committee means an oversight committee elected at a general meeting.

4. OBJECTS

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The objects for which the society is established are: -

(a) To encourage thrift among its members by affording them an opportunity for accumulating

their savings.

(b) To create a source of funds at a fair and reasonable rate of interest.

(c) To provide an opportunity for each of its members to improve the member’s respective

economic and social conditions.

(d) To provide members with credit for provident and productive purposes.

(e) To offer to the members complementary savings and credit services and other financial

Products as may be required by the members from time to time.

(f) To ensure safety and soundness of the members’. funds through a risk management

Programme or appropriate insurance coverage.

(g) To ensure the progress of its members by educating them continuously on the proper use

Of credit.

(h) To perform the function and exercise the powers designated for savings and credit Co

Operative societies under the applicable laws for the benefit of the members,

5. VALUES

The Co-operatives are based on the values of self-help, mutual responsibility, equality and

equity. They practice honesty, openness and social responsibility in all their activities.

6. CO-OPERATIVES PRINCIPLES

In order to achieve the objects for which it is establish, the society shall practice the following

principles: -

i) Voluntary and open membership

ii) Democratic member control

iii) Economic participation by members

iv) Autonomy and independence

y) Education, Training and information

vi) Co-operation among co-operatives

vii) Concern for the community in general

7. MEMBERSHIP ELIGIBILITY

A person of either sex shall be eligible for membership if he/she possesses the following

qualifications: -

(a) Is within the field of membership consisting of the following common bond.

(i) Is a regular member providing natural health care services and any other matter

related to

(ii) Is in the full time employment of Tiba Asili Sacco Society Ltd.

b) Is not less than 18 years of age.

c) Is not a member of another Sacco in the country

d) Has not been convicted of a criminal offence involving fraud or dishonesty.

e) Is of good character and sound mind.

f) Is an employee of the Sacco and not a member of any other Sacco within the Sacco’s area of

operation.

g) Members who lose the common bond may retain their membership.

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8. MEMBERSHIP COMPOSITION

Members shall consist of:-

(a) Original members who signed the application for registration.

(b) New members subsequently admitted in accordance with these By-Laws.

9. APPLICATION INTO MEMBERSHIP

Every applicant for membership shall complete an “Application for Membership form. This form shall

be drawn so as to show all the information required for purpose of registration of members.

10. ADMISSION INTO MEMBERSHP

An applicant shall be admitted into membership on being accepted by a majority vote of the managing

committee but shall not qualify for the rights and privileges of membership until he/she has paid an

entrance fee of Kshs. 500 and paid in full for at least 25 shares of Kshs. 20 or such other minimum

shares as shall be fixed by the General Meeting from time to time. Upon admission to membership,

the secretary shall cause the name and relevant particular of qualified applicant to be entered in the

register of members.

11. MEMBER NUMBER

(a) A number shall be assigned to each member as a means of identifying his or her account with the society.

(b) The Management Committee may refuse membership to any person without giving reasons therefore;

provided however, that the person, whose membership has been refused, if otherwise eligible for

membership, shall have the right to appeal in a General Meeting.

12. CEASSATION OF MEMBERSHIP

Membership in the society shall be terminated upon: -

(a) Voluntary resignation by the member

(b) The death of the member

(c) Expulsion from membership

(d) Becoming of unsound mind

(e) Acting contrary to the relevant provisions of the Act, Rules and the By-laws.

(f) Losing any of the qualifications set out in these By-Laws.

(g) Withdrawing all its share holdings

13. REFUSAL OF MEMBERSHIP

The Management Committee may refuse membership to any applicant giving him/her reasons for the refusal

¡n writing, provided the person, whose membership has been refused, if aggrieved by the decision, shall have

the right to appeal to the next General Meeting through a registered member. The decision of the General

Meeting on the matter shall be final.

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14. MEMBER’S PERSONAL STATEMENTS

Every member shall receive regular statements at least once every quarter of a year, which shall

contain particulars of his/her membership, shares, deposit and loan transactions with the society.

15. NOMINEES

(a) Every member shall nominate one or more persons in writing as his/her nominees to whom on his/her

death, shares, deposits, or other interest shall be vested and such appointments shall be attested by two

witnesses who are members of the society and thereafter, the names of such nominees shall be entered in the

member’s nominee register provided that a member shall have the right to change his/her nominee(s) in

writing and signed by the member in the presence of two attesting witnesses who are members of the society.

(b) No member of the society shall be entitled to appoint more than one nominee unless that member holds

more than one share.

(c) Where more than one nominee is appointed by any member, the number of shares to be transferred to

each of these nominees shall be specified at the time of appointment.

(d) In the event of any person so nominated dying or of the member desiring to cancel any such

nomination, the member may nominate another person in the same manner and the necessary alterations

shall be made in the register of members.

16. PAYMENT TO NOMINEE

(a) In the event of death of a member, the society after satisfying itself and after obtaining such documentary

proof of the death of a member as it may consider necessary, shall pay to the nominee the value of the

deceased member’s shares, deposits, interest and dividend after deducting such sums as may be due by the

member to the society, as soon as possible.

(b) If for any reason on the death of a member a nominee does not exist, the society may pay any money due

the deceased member to the personal representative or recognized heirs of that deceased member.

17. DISCHARGE OF NOMINEE

After paying the nominee(s) the value of the deceased member’s shares, deposits or interest, less any sums

due to the latter to the society the nominee’s (s) obligations by the society shall be discharged.

18. MEMBERSHIP RIGHTS

Subject to these By-Laws, policies, standards, values and procedures, all members shall have the right to use

the society’s services and exercise the rights established by the Act, the rules, and the by-laws! The members

are entitled to but not limited to:

(a) Receive, periodically and regularly, or upon request, and at least once a year, a statement of accounts

containing a record of the member’s credit and debit transactions.

(b) Enjoy representation at Annual General Meeting. Each member shall have one vote irrespective of

shareholding.

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(c) Elect or be elected as a committee member of the Sacco Society unless otherwise prohibited by any other

law or these By-Laws.

(d) Use the Sacco Society’s services according to the policies and procedures approved by the Management

Committee.

(e) Submit projects or initiatives to the Management Committee for the improvement of the Sacco Society

services.

(f) All other rights as prescribed by the Act and Rules.

19. MEMBERSHIP OBLIGATIONS

Members of the Sacco are obliged to: -

(a) Attend meetings and take part in decision making

(b) Show good co-operative spirit

(c) Inform non-members who qualify and encourage them to join

(d) Bring out problems affecting the Sacco and look for solutions

(e) Participate in Sacco projects both physically and financially

(f) Attend educational meetings and seminars organized by the Sacco or any other organizations approved by

the management committee

(g) Make use of the service of the Sacco as stated in the objects of the Sacco.

(h) Comply with the Act, Rules, By-Laws and General Meeting Resolutions.

20. VOLUNTARY WITHDRAWAL

Members with no liability or outstanding obligations on other accounts and no outstanding collateral or

guarantee for other members’ loans may withdraw from membership at any time without losing vested rights.

In spite of losing their status as members, individuals who have withdrawn from membership but still have

outstanding loan balances or outstanding guarantees for other members’ loans shall continue being

responsible for their respective obligations unless alternative arrangements acceptable to the society are

made.

21. NOTICE OF VOLUNTARY WITHDRAWAL

A member may at time withdraw from the society by giving 60 days written notice to the society during which

time the society will settle the members’ accounts and refund the members shares, deposits and any other

amounts due to him/her.

22. SUSPENSION

The management committee may suspend a member who: -

(a) Willfully refuses to comply with the society’s By-Laws, policies and contracts, and persists in

Such refusal or failure.

b) Willfully defaults in the payment of loans or part payment due for a period exceeding one month.

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(c) Acts in any way detrimental to the society’s interest or for other just cause.

(d) Is convicted in a Court for Criminal offence involving dishonesty or imprisoned for any other offence for

three months or more.

(e) Any other reason approved by the General Meeting.

23. EXPULSION PROCEDURES

(a) Upon formal and written announcement and proof that a member has committed a violation punishable by

expulsion, the Management Committee shall provide written notice to the member stating the reason(s) for

the proposed expulsion, and grant the member 30 days to prepare a defense.

(b) Upon expiry of 30 days and taking into consideration the member’s defense the Management Committee

shall initiate an administrative inquiry and take a decision on its findings within 15 days.

(c) A member so suspended by the Management Committee shall have the right to appeal at the next Annual

General Meeting provided the notice and grounds of such appeal have been filed with the Honorary Secretary

not less than 30 days before the date of the meeting. The decision of the General Meeting shall be final.

(d) The Management Committee shall make an official announcement regarding any member who is

suspended.

(e) A member who is suspended from the society shall have the right to appeal against such suspension in the

next General Meeting.

24. PAYMENT RESULTING FROM WITHDRAWALS, TERMINATIONS OR EXPULSION FROM MEMBERSHIP

a) Withdrawal, suspension or termination of membership will not exonerate a member from any existing

personal or membership liability.

b) A member who withdraws or is suspended shall be repaid the following amounts after deduction of any

debts owed by him/her to the Sacco Society as borrower, endorser, and guarantor or otherwise.

(i) The nominal or book value of shares whichever is less, provided that the management

Committee may require a maximum of 60 days written notice of intention to withdraw

shares.

(ii) Any dividends or interest due to him on the date membership ceased.

(iii) Any deposits or other sums held by the society on the member’s behalf.

c) Members who voluntarily withdraws may reapply for admission. In such circumstances the entrance fees

will be Ksh. 500 if the application is approved.

25. SOCIETY’S FUNDS

The funds of the society shall consist of: -

a. Entrances fees Kshs. 500

b. An unlimited number of shares to the value of Kshs. 20 each.

c. Deposits or loans from members or non-members.

d. Such Reserve Funds as may be kept by the society.

e. Any surplus resulting from operations of the society.

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f. Any donations, grants, gifts from other bodies, organizations and individuals.

g. Funds obtained from other lawful miscellaneous sources.

26. APPLICATION OF FUNDS

The funds of the society shall only be applied to the promotion of the stated objects and purposes of the

society as set forth in these By-Laws.

27. SHARES

The nominal value of each share shall be Kshs.20 and every member shall hold at least 250 shares in the

society, of each Kshs. 20/= or such other minimum as shall be fixed by the Annual General Meeting from time

to time.

28. PURCHASE OF SHARES

Any amount may be accepted towards the purchase of shares, provided however, that the management

committee may fix minimum amount that may be paid by the member at any one time subject to approval by

the Annual General Meeting.

29. TRANSFER 0F SHARES

a. With approval of the management committee a member may at any time transfer his/her shares to another

member but not to any other person. Such transfers must be in writing and nominal value.

b. All transfers of share must be registered with the secretary, and no transfer shall be valid unless so

registered. A transfer of Kshs. 200 shall be payable.

30. NOTICE OF INTENTION TO WITHDRAW

The Management Committee shall have the right at any time, to require members to give 60 days written

notice of intention to withdraw shares in whole.

31. LIABILITY OF MEMBERS

a. The liability of a member shall be limited to the nominal value of shares held by him/her.

b. In the event of liquidation, where available funds are insufficient to pay, the full nominal value

of the shares held by the members, the funds shall be distributed pro-rata among the shareholders according

to the number of shares held by each.

32. POWER TO BORROW

a. Loans may be obtained from members and non-members subject to the maximum approved by the Annual

General Meeting.

b. For the necessary security of any loans accepted by the society under paragraph (a) above,

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the society may grant a charge over its assets subject to approval by the Commissioner who may at any time

reduce it or impose such conditions as he may deem necessary.

c. Any charge created by the society shall be registered with the Commissioner within 30 days. In default every

officer of the society shall pay a fine not exceeding two thousand shillings for every day of default.

d. Any member of the society may appeal against the decision of the Minister within 30 days of such decision.

33. RECEIPTING FOR MONEY

a. Money paid in or out on account of shares, deposits, loans, interest, fees, or fines shall be evidenced by an

entry in the member’s personal account or issuance of an official receipt in the name of the society.

b. Should the member’s Personal Account or other receipt given to the member by the society be lost or

destroyed, the member shall give immediate notice of such fact to the manager/management committee who

many authorize for issue of duplicate member Personal Account or a duplicate receipt.

c. The Treasurer may require the member to sign an indemnity to protect the society against any loss due to

the issuance of such duplicate.

34. RESERVE FUND

a. In pursuance of the Provisions of Sec. 47 of the Act, the society shall pay one fifth (20%) of its net surplus

resulting from the operations during the financial year to the Reserve Fund.

b. The Reserve Fund of the society shall be invested or deposited in the manner provided for in Sec. 45 of the

Act and the Rules.

c. No withdrawals shall be made from the Reserve Fund of a Co-operative society without consent in writing of

the Commissioner and any such withdrawals shall be made good from the net available fund according to the

society if the Commissioner so directs.

d. The Reserve Fund shall be indivisible and no member shall be entitled to claim a specified share of it.

e. The Reserve fund shall be kept in separate account to be known as the Reserve Fund account.

f. The society shall cause an annual audit of the Reserve Fund account.

g. On dissolution of the society, the Reserve Fund shall be applied for in the manner provided for ¡n the Act

and Rule 38.

35. ANNUAL GENERAL MEETING

The supreme authority shall be vested in the General Meeting. Such meetings shall be held asfollows: -

a. Four months after the end of each financial year.

b. It shall be convened by giving at least fifteen days written notice to the members.

36. FUNCTIONS OF THE ANNUAL GENERAL MEETING

At the Annual General Meeting of the society, the members shall: -

a. Consider and confirm the Minutes of the last General Meeting.

b. Consider any reports of the Committee or the Commissioner

c. Consider and adopt audited accounts

d. Determine the manner in which any available surplus is to be distributed or invested,

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e. Elect the Co-operative Society’s office bearers for the ensuing year.

f. Determine, where necessary, the maximum borrowing power of the society,

g. Appoint an auditor for the ensuing year; and

h. Transact any other general business of the Co-operative society of which notice has been given to members

in the manner prescribed in these by-laws.

37. SPECIAL GENERAL MEETING

A special General Meeting of a Co-operative society may be convened: -

a. By the Committee for the purpose of approving annual estimates or discussing any urgent

matter which in the committee’s opinion is in the interest of the Co-operative society.

b. On receipt of a written notice for such meeting signed by such number of the members of the society as

may be prescribed in the rules and stating.the objects and reasons for calling the meeting.

c. If the committee fails to convene a meeting within fifteen days of receiving the notice under by law 37(b),

the members demanding the meeting may themselves convene the meeting by giving notice to the other

members of the Co-operative society, stating the objects and reasons for the meeting and the fact that the

committee has failed to convene the meeting.

d. The Commissioner may convene a special General Meeting of a society at which he may direct the matters

to be discussed at the meeting.

38. QUORUM

Except when convened by the Commissioner presence of at least a 1/3 of the total number of members shall

constitute a quorum for the conduct of business at a General Meeting. When a Quorum is not attained; the

chairman shall adjourn the meeting, which shall be advertised as prescribed in these By-Laws. If at such a

meeting a quorum is again not attained, the chairman shall declare the meeting open with those present, one-

half hour after the advertised time of the meeting.

39. REQUIRED MAJORITY

a. Amendments of these By-Laws shall be approved by at least a 2/3 of the total number of members present

at the meeting.

40. ENFORCEMENT OF DECISIONS

Any decisions taken by the general meeting shall be binding to all members present, absent and objecting.

41 MINUTES

All business discussed at the General Meeting shall be recorded in a minute book which, within one week of

the meeting, shall be signed by the chairman of the meeting and at least one other committee member who

was present at the meeting to verify that in their opinion, the minutes are true and complete record of all

important matters which were discussed or decided at the meeting.

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At the next meeting, after approving any alterations or variations, which shall be written immediately below

the above signatures, and not as alterations to the original record, the meeting shall by resolution authorize

the chairman to sign and date the final record.

42. MANAGEMENT COMMITTEE

The Management Committee shall be elected by and from the Membership and shall be elected by and from

the membership and shall consist of a minimum of five and not more than nine, The Management Committee

shall be elected for a term of three years subject to one third or the number nearest to retiring annually,

except for the chairman and vice chairman who shall retire at the end of third year. The retiring shall, however,

be eligible for re-election.

43. ELIGIBILITY OF COMMITTEE MEMBERS

No person shall be eligible for membership of a committee of the co-operative society or remain a member of

such a committee if he/she: -

a, Is not a member of the Co-operative Society

b, Is under eighteen years of age

c. Is unable to read and write

d, Receives any remuneration, salary or other payment from the Co-operative Society save in accordance with

the Act.

e. Being a member of a Co-operative Society that lends money to its members, lends money on his own

account.

f. Has not within thirty days of being appointed, declared his wealth to the commissioner in the prescribed

manner.

g. Is an undercharged bankrupt

h lsof unsound mind

i. Has been adversely named by the commissioner in an inquiry report adopted by a general meeting for

mismanagement or corrupt practices while a member of the committee.

j. Has been convicted of any offence involving dishonesty or is sentenced to imprisonment for a term

exceeding three months.

k. Has been convicted of any offence under the Co-operative Act and Rules.

L Has any uncleared debt owing to a Co-operative Society at the end of its financial year other than in respect

of a loan under the provision of any rules made by these By-Laws.

m. Is a person against whom any amount of money is due under a decree, decision or order or is pending

recovery under the Co-operative Act.

n. Has not indemnified the society within fourteen days from the date of election.

44. FUNCTIONS AND RESPONSIBILITIES OF THE MANAGEMENT COMMITTEE

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The management committee shall be the governing authority and subject to any directions from the general

meeting, it shall direct the affairs of the society. Its procedure, powers and duties shall be as prescribed in the

Act and Rules, and in particular, it shall: -

a. Observe in all its activities the Act, the Rules, and these By-Laws.

b. Generally direct and monitor the affairs of the society.

c. Act upon all application for membership unless a membership officer is appointed to do so.

d. Ensure that true and accurate records and accounts are kept of the society’s money, and its properties,

capital reserves, liabilities, income and expenses

e. File annual returns with the commissioner of Co-operatives.

f. Cause monthly returns for remittances to be submitted to the Commissioner.

g. Determine from time to time the interest rates on loans (subject to the maximum permitted

by these By-Law) the maximum maturities and terms of payment or amortization of loans to members and the

maximum amounts that may be loaned with or without security to any member,

h. Lay before the Annual General Meeting, a balance sheet and final account.

I. Recommend proposals to the Annual General Meeting for disposing surplus.

j. Prepare and lay before the Annual General Meeting for adoption, the estimates ofexpenditure for the next

financial year and incomes to be earned by the society sufficient to cover all liabilities and obligations both

outstanding and anticipated for the ensuing year.

k. Fill vacancies occurring in the Managing Committee and the sub-committees between Annual General

Meetings.

I. Authorize investments to the society.

m. Authorize the conveyance of property.

n. Authorize borrowing and lending operations of the society in accordance with the Act and Rules.

o. Employ, dismiss and fix the compensation of a manager and such other employees as may be necessary to

carry on the business of the society.

p. Impose fines.

q. Approve transfers of shares between members

r. Determine the interest rates which shall be paid on deposits and on borrowed money

s. Supervise the collection loans to members and authorize the write-off of uncollectible accounts.

t. Affiliate the society to an apex co-operative.

u. Perform such other duties as the members may from time to time direct.

y. Perform or authorize any actions consistent with the Act, Rules and these By-Laws, unless specially reserved

for the General Meeting.

45. LEGAL STANDARD 0F CARE, INDEMNITY AND DECLARATION OF WEALTH

a. In the conduct of the affairs of a co-operative society, the members of the committee shall exercise the

prudence and diligence of ordinary men of business and shall be held jointly and severally liable for any losses

sustained through any of their acts which are contrary to the Act, Rules and By-Laws of the society or the

directions of any general meeting. Every committee member shall file an indemnity form whose amount the

general meeting shall determine. It shall be filed with the commissioner within fourteen days of his I her

election to the committee.

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b. Every committee member and other officers of the society shall within 30 days (thirty days)of being

appointed into office, declare their wealth in the manner prescribed by the Commissioner.

46. DELEGATION OF DUTIES

a. The Management may delegate in writing to an officer or employee of the society such of its duties, as it

deems necessary.

b. Nothing shall absolve the Management Committee from its responsibility of running the affairs of the

society in proper and business-like manner.

47. RECORDS OF MANAGEMENT COMMITTEE MEETING

All business discussed or decided at management committee meetings shall be recorded in a minute book

which, within one week of the meeting shall be signed by the chairman of the meeting and at least one other

management committee member who was present at the meeting to verify that in their opinion, the minutes

are a true and complete record of all important matters which were discussed or decided at the meeting. At

the next meeting, after approving any alterations or variations, which may be written immediately below the

above signatures, and not as alterations to the original record, the meeting shall authorize the chairman to

sign and date the final record.

48. SUB - COMMITTEES

The Management may appoint sub-committees such as an Education Committee, Executive Committee, Credit

Committee, investment committee, and such number of sub-committees, as the Central management

committee shall determine.

49. DELEGATION TO SUB-COMMITTEE

The management committee may delegate to the sub-committees such of its powers and duties Under these

By-Laws as it deems fit and proper.

50. VACATION OF OFFICE BY SUB-COMMITTEE

A member of the management committee, or any other sub-committee shall cease to hold office if He/ she

ceases to be a member of the society or by resignation or removal from the management committee or

subcommittee.

51. EXECUTIVE OFFICERS

The chairman, vice-chairman, Treasurer and Secretary shall be termed ‘Executive Officers”, The Executive

Officers shall be elected at a meeting of the Management Committee within 7 days after each Annual General

Meeting.

52. CHAIRMAN AND VICE CHAIRMAN

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a. The Chairman shall preside over all meetings of the members and over all meetings of the Management

Committee. He shall perform such other duties as may be directed by the Management Committee, not

inconsistent with the provisions of the Act, Rules and these By Laws.

b. The Vice-Chairman shall perform the duties of the chairman during his absence and shall perform such other

duties as the management committee may direct him to.

53. TREASURER

The Treasurer shall have financial management background. The powers and duties of the treasurer shall be:

a. Generally to manage, or cause to be managed the financial affairs of the society in a competent and efficient

manner.

b. To maintain full and complete records of all assets, liabilities and books of account.

c To ensure the safekeeping of the society’s money, securities and books of account.

d. To ensure that all payments and expenditures are duly authorized.

e. To perform such other duties as may from time to time be assigned by the Management Committee.

54. HONORARY SECRETARY

The duties of the Secretary are: -

a. To record the minutes of the management committee meetings and General meetings.

b. To ensure that the Society’s correspondences are promptly and correctly attended to.

c. To ensure the communication of notices of meetings.

d. To perform such other duties as may from time to time be assigned by the management committee.

55. MANAGER

He I She shall be the Chief Executive of the society. His! her powers and duties shall be assigned by the

management committee and in particular his duties shall be: -

a. To manage the affairs of the society in a competent manner.

b. To cause to be kept proper books of records and registers.

c. To attend management committee meetings and the General meetings in an advisory capacity but have no

voting rights.

d. To prepare and analyses on a quarterly basis the society’s business plan and budget.

e. To represent the society in business transactions and any other transaction authorized by the Management

committee.

f. To provide information required by the supervisory committee in time.

g. To propose to the management committee of new positions arising at the society, and the revision of the

salary schedule for all the society’s staff.

h. To implement recommendations set forth in the audit reports and those issued by the Supervisory

committee.

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i. To ensure on a monthly basis the accounting records are in balance and the individual accounts subsidiaries

are up-to-date and the income statement, balance sheet and delinquency lists are complete and correct.

Ensure that the account records are maintained in accordance with internationally accepted accounting

principles.

j. To ensure that adequate insurance is in place, if available, for all employees, committee members and

property of the society.

k. To direct and supervise the administration and processing of loan applications.

L To establish a pricing a strategy for products and services, in which the interest rates structure

will seek a balance between the loans available to the members, and the long- term viability of the society. For

the above purposes, the manager shall consider: -

i. Costs, particularly those related to member savings, dividends, and the allowances for

loan, loss and operating expenses.

ii. The need for a strong capital position which is essential for the Sacco’s long term viability

and future growth.

iii. The competition pricing structure, given the competitive nature of the financial market.

m. To assist the management committee in determining acceptable types of collateral that can be used to

secure the Sacco’s loans.

n. To ensure there is adequate liquidity to meet loan demands, savings withdrawals and operating expenses.

o) To ensure drawing up and updating of job descriptions of each employee.

p) To ensure implementations without delay of all decisions of all committees of the society and the General

Meeting.

56. CREDIT COMMITTEE

The credit committee shall consist of three members who shall be members of the management committee

but none of whom shall be executive officers. The credit committee shall be chosen at a meeting of the

management committee within 7 days after each annual general meeting. The credit committee shall be

people with unquestionable integrity. They should have strong Financial and credit management background.

57. MEETINGS OF CREDIT COMMITTEE

The credit committee shall hold such meetings as the business of the society may reasonably require, but not

less frequently than once a month.

58. DUTIES OF CREDIT COMMITTEE

a) The credit committee shall keep records of its actions.

b) The credit Committee shall inquire fully and diligently into the character and financial conditions of each

applicant for a loan, and his guarantors if any, to ascertain his ability to repay fully and promptlythe obligations

incurred by him/ her and to determine whether the loan is for a worthy purpose and will be of probable

benefit to the borrower.

c) The credit committee shall report to the executive committee who may in turn refer the case to the

management committee for adoption as the case may require but the executive Committee shall consult the

credit committee in case of a members peculiar case.

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d) The credit committee shaIl report to the executive committee as the management committee may require.

59. EDUCATION COMMITTEE

The Education committee shall consist of three members who shall be members of the Management

committee but none of whom shall be the executive officers except the vice-chairman of the society who shall

be the chairman, It shall be upon the Education committee to elect its Secretary and member.

60. DUTIES OF EDUCATION COMMITTEE

The functions of the Education Committees shall be to:

a. Organize, facilitate and promote members’ and committee members’ education,

b. Organize, promote and oversee staff training.

c. Ensure production and acquisition of literature including periodical magazines, or brochures.

d. Promote distributions and interpretation of these by-laws to members,

e. Arrange for education tours in liaison with other members of the management committee.

f. Advise the management committee and update members on all matters of education and

Information.

g: Ensure allocation of funds for educational purposes and apply the funds for the benefit of the society.

h. Prepare periodic reports on educational and information and publicize the same for the benefit of members.

i. Identify, collect, disseminate and publish co-operative news for the benefit of the society.

j. Perform any other duties as may be assigned by the management committee.

61. AUTHORITY OF SUPERVISORY COMMITTEE

Without intervening in the administrative functions subject to its control and supervision, the supervisory

committee is responsible for Sacco compliance and internal control and oversight. It is also responsible for the

truth and accuracy of the Sacco’s financial condition, and for making sure that the Sacco society’s

administrative practices and procedures are adequate to safeguard the members’ rights and interests,Its

chairman shall convene meetings of the supervisory committee, which shall meet as often as it finds necessary

to carry out the work efficiently. Their normal meeting shall be monthly and Quarterly with the management

committee. Honorarium and compensation to the supervisory committee shall be as approved by the General

meeting. It shall be a compulsory body in the internal supervision of the society.

62. ELECTION OF SUPERVISORY COMMITTEE

The members at a General meeting shall elect a supervisory committee consisting of three members, each

elected for a period of three years and one member of the supervisory committee shall retire annually. Any

member of the supervisory committee may be removed by a resolution of a general meeting.

63. DUTIES OF THE SUPERViSORY COMMITTEE

The duties of the supervisory committee shall include: -

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a) Verification of all transactions of the society.

b) Writing periodic reports of its findings to be tabled at management committee meetings.

c) Submission of its reports to the commissioner,

d) Presenting its reports to the general meeting.

64. LIABILITY OF THE SUPERVISORY COMMITTEE

a) In spite of its total independence from the Saccos administrators, the supervisory committee

members are jointly liable for the non-performance of duties, whether resulting from the lack of supervision or

negligence in noticing illegal and fraudulent.

b) The supervisory committee shall not perform the duties or exercise any of the powers of the management

committee of the society.

65. BOOKS AND RECORDS

The society shall keep up-to-date and in a proper business like manner accounts and such books as the Act and

Rules may require from time to time. The following books shall be kept by the society.

a) A register of members showing in respect of each member:

b) The name, age, date of application of membership, address and occupation.

i. The date on which he ceased to be a member

ii. Particulars of his nominee, if any

c) Minute book giving details of proceedings at the management committee’s and supervisory Committee

meetings.

d) A minute book giving details of the proceedings at the General meeting,

e) A cash book giving details of all monies received and all monies expended or paid out by the Society.

f) A ledger containing such accounts as is necessary to the proper record of the transactions of the business of

the society.

g) A personal ledger for each member showing his transactions with the society.

h) An asset (property) register.

i) A stock control ledger.

j) A register of charges showing in respect of every charge created by the society the amount of the charge and

the person entitled thereto.

k) A register of loans to members showing in respect of each loan; the name of the borrower, the amount

borrowed, the purpose of the loan, the due date of repaying and the date the repayment is made.

I) A ledger showing deposits and withdrawals made by members.

m) A guarantors’ control register showing loan interest rates and collaterals.

n) A copy of the current co-operative society act.

o) A copy of the current co-operative Rules and Regulations.

p) A copy of all the apex societies (KUSCO, KNEC, C.I.C etc.)

q) A copy of internal regulations.

r) A certificate of registration of the Sacco visibly displayed in the office.

s) Copies of Monthly Financial accounts.

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t) Copies of the loan policy.

u) Copy of the Risk management certificate or insurance policy Document,

y) Such other books and records as the committee may decide or the commissioners may prescribe.

66. FINANCIAL YEAR

The financial year of the society shall be the same as the calendar year (from 1st January to 31St December).

67. CONDUCT OF BUSINESS

The managing committee may make such rules, not inconsistent with these by-laws, as they deem necessary

for the conduct of the society’s business. Any such rules shall be recorded ¡n the minute book and shall be

posted on the society’s notice board, and shall come into force when and as determined by the management

committee.

68. ELECTIONS

a) The management committee shall be elected for a term of three years one third retiring annually.

Supervisory committee will be elected for a period of three years and one member

of the supervisory committee shall retire annually. Candidates shall be nominated from the Floor,

b) Nominated candidates shall be presented to the membership in the general meeting prior to Elections.

c) All elections shall be, determined by simple majority vote of members’ hands unless a secret ballot is

specifically requested by a majority of the members present.

d) No members shall be entitled to vote by proxy.

e) Irrespective of the number of shares held by him, no member shall have more than one vote.

f) Within 10 days after the election, the names and addresses of all persons elected to office shall be

forwarded by the secretary to the commissioner

69. MEETING QUORUM

At all meetings of the Management Committee five (5) Committee Members shall constitute a quorum. Except

as otherwise provided in these By-laws, all. matters presented to the Management Committee shall be

decided by a majority of those committee members present.

70. CONFLICT OF INTEREST

Every management committee member and employee of the Sacco society shall be required before taking part

in any business transaction which the Sacco society may be about to discuss, or initiate disclose any personal

interest in the matter and shall not take part in any discussion or vote upon that item of business. The

management committee member or employee shall physically absent himself herself from the discussion

unless it is determined that the individual has relevant information to provide. Failure to divulge this

information shall result in removal from office ortermination of employment.

71. AUTHORISATION TO SIGN DOCUMENTS

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1. Unless decided otherwise by the General meeting, all documents, contracts, and cheques shall

be signed on behalf of the society by:

i) Chairman or Vice- chairman

ii) Treasurer

iii) Secretary

iv) Manager or any other person authorized by the management committee.

2. Unless otherwise provided the documents of the society shall be deemed official provided they carry the

official stamp and designated signatures.

a) The books, accounts and all other documents of the society shall be permanently at the disposal of the

Management Committee, Supervisory Committee and the Commissioner of Co-operative. Information from

the records shall be kept very confidential.

72. DISPOSAL OF SURPLUS

Subject to the Act and Rules, and the approval by the General meeting, the net surplus resulting from the

operations of the society during any financial year shall be disposed as follows:

a) Not less than 20% shall be credited to the Reserve Fund.

b) The balance may be disposed of as directed by the General meeting for:

i) Paying a dividend on shares at a rate to be determined by the General meeting.

ii) Paying an interest refund to members on the register of members at the close of financial

year in proportion to the interest paid by them during the financial year.

iii) Being carried forward to an education fund or any other fund or funds of the society,

including the appropriation account.

iv) Paying a gratuity or honorarium to eligible members of the committee, and! or bonus to

employees of the society.

c) In any other way approved by the Annual General Meeting.

73. LOANS TO MEMBERS

a) All loans shall be approved by the Management Committee and shall be restricted to members.

b) (i) The rate of interest on development loans shall be 1% per month or any other rate agreed

by the general meeting, while at the same time taking into account the prevailing

interest rates in the market.

(ii) The rate of interest on emergency loans shall be 1% per month, or any other rate agreed

upon by the General meeting while at the same time taking into account the prevailing

interest in the market.

iii) The rate of interest on school fees loan shall be 1% per month, or any other rate agreed

upon by the General Meeting while at the same time taking into account the prevailing

interest in the market

c) The maximum amount which may be lent to a member shall be recommended by the management

committee to the general meeting for approval.

d) All loans shall be applied for on a form provided by the society for the purpose. The loan application shall be

signed by the member and in each case shall set forth the amount applied for, the purpose for which the loan

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is desired, the terms of repayment, the security, if any, and such other information as the credit committee

may require. All applications for loans and the reports of the credit committee or loan officer thereon, shall be

filed as permanent records of the society.

e) Loan applicaons shall be considered in the order in which applications are made unless the loan is deemed

by the committee to be an emergency.

f) The credit committee may summon or cause to be summoned an applicant to appear personally to be

interviewed in respect of his application of a loan.

g) The loan application form shall clearly state the amount of the loan, the rate of interest, the term of

repayment, and the security if any.

h) Loans may be granted to executive officers, committee members and employees of the society

if: -

(i) The loan complies with the by-laws and is not on terms more favourable than those

extended to other borrowers.

(ii) The credit committee approves the loan, and thereafter by the Management Committee

meeting at which this application is being considered.

i) A loan may not be granted if: -

(i) The conditions of Membership or Savings are not met.

(ii) A member must have completed at least six months in membership

(iii) A member who withdraws from the society and rejoins later will be treated as a new

member for the purpose of this loan policy.

j) The society, for all loans, reserves the right to recall the entire loan balance before its due date if the

financial standing of the borrower is not clear or where there is evidence of an unauthorized or poor use of the

loan. A decision, in this respect, shall be taken by a simple majority vote of the Management Committee.

k) The Management Committee may draw further regulations in respect to granting of the loans provided such

regulations shall not come into force until approved by the General Meeting,

74. SECURITY FOR LOANS

i. The Credit committee shall ask for such security for loans as it may deem necessary. The

shares, salary, guarantors and deposits of a member may be accepted as security.

ii. In the event of delinquency of loans for one month, the Committee may freeze the loan

account.

iii. Where there is delinquency for 60 days, the Committee may off-set the loan balance from the

shares of the loanee and from any other funds that may be due to him/her from the employer.

iv. iv. The Committee may refuse to accept as guarantor a person who himself is in receipt of a

loan, or whose financial commitment are precarious and may be deemed as an unreliable

guarantor.

v. y. A borrower or a guarantor may apply to the Credit Committee for a change or increase of

guarantors.

75. REPAYMENT OF LOANS

a) A borrower may, on any day on which the society is open for business, repay his loan in whole

or in part prior to maturity.

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b) There shall not be refinancing of a loan or extension of time in which to repay a loan.

c) At every regular meeting of the Management Committee, the item loans shall appear on the

agenda. At the meeting, the treasurer shall present an up-to-date listing of delinquent borrowers.

Showing: -

i. Name of Borrower

ii. Account Number

iii. Date of loan

iv. . Date of the last payment

v. Unpaid balance on loan

vi. Number of months delinquent

vii. Borrower’s share balance

viii Security, or Guarantor, if any

The Management Committee shall thereupon take action to collect the overdue accounts.

76. COMMON SEAL

The society may adopt and use a common seal. The seal may be a rubber stamp bearing the word, “Seal of the

Tiba Asili Co-operative Savings and Credit Society Ltd”, and shall be different from the ordinary name-stamp of

the society. The seal shall be kept securely under lock and key by the Treasurer and shall be used only by and

in the presence of, the officers authorized to sign documents on behalf of the society.

77. DISPUTES

Any disputes arising out of these By-Laws concerning the business of the society shall be referred to the Co-

operative Tribunal.

78. FINES

For any breach of lawful order, or instructions issued by the management Committee or, failure of a member

to pay his obligations on time, the defaulting member may be fined an amount not exceeding Kshs. 20,000/-

for each offence.

79. PAYMENTS

The society may, upon approval of the General meeting pay any of its officers or members such honorarium,

salary, commission or other payment subject to the provisions of the approved budget for the financial year,

provided that no expenditure shall be authorized by the Management Committee for payment unless it is

provided for in the estimates formally approved by the Annual General Meeting.

80. CONFIDENTIALITY

i. The executive officer, members of the Committee and employees of the Society shall hold in

strict confidence all transactions of the society, with its members, and all information respecting

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their personal affairs, except to the extent deemed necessary by the Management Committee in

connection with the loans and the collection thereof.

ii. ii, In case of breach of confidentially, besides the resulting action for damages, the responsible

party shall be removed from the office or their employment terminated.

iii. iii. No executive officer, Committee Members, or employee of the society shall in any manner

participate in the deliberations upon, or determination of any question affecting his own

financial or personal interest. In the event of disqualification of any such executive officer,

Committee member present at the meeting, if constituting a quorum with the disqualified

person, may exercise with respect to the matter, all the powers of the Committee.

iv. When any committee member is absent disqualified, or otherwise unable to perform his duties,

the management committee may designate another member or members of the Society to act

and service on the committee concerned when necessary.

81. AMENDMENT OF BY-LAWS

a. These By-Laws may be amended in accordance with the procedure set forth in the Act, Rules and these By-

laws. Provided no amendment shall become effective until it is approved by the General Meeting and

registered by the Commissioner.

b. A copy of the by-laws shall be furnished to every member who requests one, upon payment of

a fee not exceeding its actual cost to the society.

82. INSPECTION OF DOCUMENTS

All books of accounts and other records shall at all times be available to the members and the Committee of

the society. A copy of the Act, Rules, Registration Certificate, these By-Laws and a list of the society’s members

(excluding details of nominees) shareholdings and loans shall be vailable for inspection by the Commissioner,

and members at all times.

83. DISSOLUTION

(a) The society may be dissolved in accordance with the procedures set forth in the Co-operations Societies Act

and Rules made there under.

b) In the event of liquidation the assets of the society shall be realized, all liabilities shall be paid, all savings

shall be refunded to the members and any surplus or deficit thereafter shall be apportioned to each member

in preposition to the value of each member’s savings at the date of liquidation.

84. ACCEPTANCE

We the undersigned executive officers of Co-operatives society named herein accept and adopt these By-laws

for and on behalf of TIBA ASILI SAVINGS & CREDIT CO-OPERATIVE SOCIETY LIMITED, together with any

change or alterations that have been initialed or signed by us.

POSITION NAME SIGNATURE

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CHAIRMAN …………………………………………………………………………………………………………………………………………….

V/CHAIRMAN ................................................................................................................................................

HON. SECRETARY…………………………………………………………………………..………………………………………………………..

TREASURER ……………………………………………………………………………………………………………………………………………..

Certified that the foregoing By-laws of TIBA ASILI CO-OPERATIVE SAVINGS AND CREDIT SOCIETY LTD HAVE

BEEN APPROVED BY ME AND DULY REGISTERED.

GIVEN UNDER MY HAND AT NAIROBI

THIS 29 TH DAY OF JUL1 2010

COMMISSIONER FOR COOPERATIVE DEVELOPMENT