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Bye-laws of Kendriya Bhandar

The Society adopted the new bye-laws under MSCS Act' 2002 on 09.05.2003. Relevant extracts of the Bye-Laws are as under:

5. Membership

1. (i) Membership of the Society shall be open to:
   1. Employees of the Government of India/NCT of Delhi, Govt. of Union Territories and regular employees of Kendriya Bhandar. However, the regular employees of Kendriya Bhandar who may be enrolled as shareholder shall not be entitled to contest or vote at the election of the delegates and the Board of Society.
   2. Employees of Subsidiary/autonomous organizations set up by the Government of India/NCT of Delhi or by Govt. of Union Territories.
   3. Central Government.
   4. Cooperative Stores and cooperative canteens in Central Govt. Offices.
   5. Any other Corporation owned or controlled by Central Govt.
2. (ii) Individual members of the Society shall be called 'A' class members and institutional members shall be called 'B' class members.
3. (iii) An existing shareholder on retirement from service would cease to the member of the Society. The Society will cancel his membership/ share certificate in such cases and shall refund the share capital held by him in the Society.

6. Membership Eligibility

1. (i) No person shall be admitted as an 'A' class member unless;-
   1. (a)  He has applied for membership in the prescribed form and his application has been approved by the Executive Committee/BOD.
   2. (b)  He has attained the age of 18 years on the date of application.
   3. (c)  He fulfills the provision of bye-law No. 11.
2. (ii) No institution shall be admitted as a "B" class member unless:
   1. (a)  Its written application for membership has been approved by the Executive Committee/BOD.
   2. (b)  It fulfills the provision of bye-law No. 11
3. (iii) Every eligible individual/institution shall pay Rs. 10/- Rs. 1000/- respectively as application fee which shall not be refunded.
4. (iv) An individual or Institutional Member shall be deemed to have been admitted as a member after following conditions are fulfilled;
   1. (a)  His/her written application form in the prescribed form is approved by Executive Committee/BOD
   2. (b)  The individual/Institutional Member has subscribed and paid admission fee and full value of share as prescribed in bye-law 11

7. Expulsion of Members

1. (i)  A member of the Society may be expelled by a majority of 2/3 rd of the members entitled to vote who are present at a General Body Meeting held for the purpose, if
   1. (a) he defaults in the payment of the dues of the Society
   2. (b) he applies for bankruptcy,
   3. (c) he intentionally commits any act likely to injure the interest of the Society or bring disrepute to the Society or fails to observe proper discipline in regard to the working of the Society
   4. (d) any of his actions is held by the Board of Directors or by General Body to be dishonest or contrary to the objects of the society. Provided that no resolution shall be valid unless the member concerned has been given an opportunity or representing his/her case to the General Body.
2. (ii) No members who has been/so expelled shall be eligible for readmission as member for a period of three years from date of such expulsion.

8. Cessation of Membership

1. (i) A person or cooperative canteen or cooperative Store ceases to be a member;
   1. (a) In case of an individual, on discharge, removal, dismissal from service or death. 
   2. (b) If he is convicted of a criminal offence involving dishonesty or moral turpitude.
2. (ii) In case of a cooperative store or a cooperative canteen in Central Govt. Offices, on cancellation of its registration by the Central Registrar or the Registrar of societies, as the case may be
3. (iii) When the resignation is accepted by the Executive Committee/ BOD.
4. (iv) On expulsion under bye-law 7.
5. (v) On withdrawal after 3 months notice in writing to the Secretary provided that the member withdrawing does not own anything to the society and is not a surety for an unpaid debt.

8(A) Disqualification for member of Kendriya Bhandar

(Amendment dated 15/3/2015 - Download PDF file)

No person shall be eligible for being a member of Kendriya Bhandar if

1. (a) his business is in conflict or competitive with the business of Kendriya Bhandar ; or
   
2. (b) if he has not purchased goods from the retail store of Kendriya Bhandar worth Rs. 500/- per annum for two consecutive years ; or
3. (c) he has not attended three consecutive general meetings of Kendriya Bhandar and such absence has not been condoned by the members in the General meeting; or
   
4. (d) he has made any default. in payment of any amount to be paid to Kendriya Bhandar under the byelaws of the Society.

Provided that such defaulting member shall be informed about the default in making payment and served with a notice of 30 days to make the payment failing which the member will be disqualified without giving futher opportunity;

9. Redemption /Transfer of Shares

1. (a) A member or his nominee or successor of an ex-member may transfer his shares to another member or applicant qualified under byelaw 5 and approved by the Executive Committee or be paid the value of his shares, less any sum due from him/her to the society. No transfer of shares or interest shall, however, be made unless a member has held such shares for not less than one year.
2. (b)  Redemption of shares by the Society shall be in terms of provisions contained in Section 35 of the Act. Redemption of such shares shall be on the face value of shares.
3. (c)  A member on withdrawal, whether voluntarily or through the action of the Society, shall subject to the rules, have no other claim on the reserve fund or any other funds or property of the Society of any kind.
4. (d)  Shares shall not be withdrawn, repaid or transferred in the event of the death of that member otherwise than as provided for above.
5. (e) Every individual member may nominate one person to whom his shares shall be transferred in the event of death of that member. The nominee shall ordinarily be a person who is eligible to be a member of the society as otherwise he shall not be admitted to the membership of the Society. If not admitted to membeship the nominee shall be paid the value of the shares subject to the provision of these bey-laws. If any deduction has to be made from the share of the deceased, the amount to be deducted shall be set off against the amount due to the nominees.

11. Shares

1. (a) Every individual member shall purchase at least ten shares and no individual member shall hold shares, the nominal value of which exceeds Rs. 10,000/- (Rupees Ten Thousand). The existing members of the Society other than those who cease to be members under bye-law No. 8, shall continue to be members irrespective of the number of shares subscribed by them.
2. (b) If any individual member, by inheritance or otherwise becomes possessed of more than the maximum holding permitted under these bye-laws, the Board of Directors shall have the power to redeem them on behalf of the Society as per byelaws of the Society.
3. (c ) Every institutional member shall purchase atleast 1000 shares and no institutional member shall hold shares the nominal value of which exceeds Rs. Fifty thousand (Rs. 50,000/-)
4. (d) Shares purchased by the members shall be paid for in a single instalment.
5. (e) There shall be no limit as regards the number of shares that can be held by Central Govt.

13. Liability

The liability of Members shall be limited to face value of the shares subscribed by them.

14. General Body and Election of Delegates

The General Body shall be constituted of delegates elected in accordance with sub-clause (ii) to (vii) of this byelaw.

Subject to the provisions of the Act, the rules and these byelaws, the ultimate authority of the Society shall vest in the General Body.

1. Provided that nothing contained in this sub-clause shall effect the exercise by the Board or any Officer of the Society of any power conferred on the Board or such Officer by the Act or the Rules or these Byelaws.
2. (ii) To conduct the election of the General Body, Board shall meet at least 120 days in advance before the date of expiry of its term and by resolution appoint a Returning Officer and decide the time, date and place for conducting the election of delegates. The Returning Officer so appointed shall neither be a member of the Board nor an employee of the Society.
3. (iii) The Board of Directors shall group the members of the Society into convenient groups on the basis of Ministry/Department and its attached and subordinate Offices/Undertaking/Places or the place where they are employed or were last employed for the purpose of elections of delegates. Each group shall consist of minimum 750 and maximum of 1050 members. The distribution shall be notified well in a advance by the Chief Executive/Managing Director.
4. (iv) The Returning Officer shall prepare a list of members eligible to vote with admission number, name of Member, name of father/husband and age/date of birth 30 days prior to the date fixed for election of the delegates; provided that the election shall be conducted based on the available list and shall not be held void simply on the ground that information is not complete.
5. (v) Each group shall elect delegates at the rate of one delegate of every 150 members or any part thereof. There shall be at least one lady delegate from each group provided that ladies constitute atleast 10% of the members in the Group and that there is a lady candidate contesting the election. In the absence of the lady candidate, any candidate can contest the election of delegate against the seat reserved for lady candidate.
6. (vi) The delegates so elected shall be members of the General Body for a period of five years from the date of election
7. (vii) A delegate who is expelled as member by virtue of bye-law No. 7 shall forthwith cease to be a delegate.

15. Meetings of the General Body

1. (i) The meeting of the General Body shall be called within a period of 6(six) months after the date fixed for making up its accounts for the year under the rules in force. A special General Body meeting may be called at any time by the Chief Executive/MD on the directions of Board of Directors or within one month on the receipt of a requisition from 1/5th of the total number of delegates or from the Central Registrar or any person authorized by him.
2. (ii) In the case of Annual General Body Meeting or meeting called specifically for amendment of Bye-laws, the date, time and place of the meeting shall be communicated by post or through messenger at least 15 clear days in advance and in the case of special General Body Meeting at least 7 days in advance by a written notice published on the Notice Board of the Society and circulated by post or through messenger.
3. (iii) The presence of at least 1/5th of the delegates shall be necessary for the disposal of any business at a General Body Meeting. If there is no quorum for a meeting it shall be adjourned to such date and time as the Chairman of the meeting may decide, provided that a written notice of atleast 7 days shall be given in advance of the convening of the adjourned meeting; if there is no quorum at an adjourned meeting, the same shall be conducted without the quorum, except business relating to amendment of bye-laws.
4. (iv) Each delegate shall have one vote. The Chairman shall have a casting vote in addition to his normal vote. No proxy shall be allowed. Institutional Member shall be represented by Chairman/Chief Executive or Administrator or through its nominee authorized by the Board/AGM and will have only one vote.
5. (v) The Chairman of the Board of Directors or in his absence, one of the directors shall preside over the Annual General Body meeting.
6. (vi) All questions excepting amendment to bye-laws before the General Body meeting shall be decided by a simple majority of those present.
7. (vii) All business discussed or decided at a General Body Meeting shall be recorded in a proceedings books which shall be signed by the Chairman of the meeting.

 

17. Powers and Functions of the General Body

The Board of Directors shall convene the Annual General Meeting of the Society once, in a year as prescribed in the bye-laws for the purpose of:-

1. (a) Consideration of the audited statement of accounts;
2. (b) Consideration of the audit report and annual report
3. (c) Consideration of audit compliance report;
4. (d) Disposal of net profits;
5. (e) Creation of specific reserves and other funds;
6. (f) Approval of the annual budget;
7. (g) Review of actual utilization of reserve and other funds;
8. (h) Approval of the long-term perspective plan and the annual operational plan;
9. (i) Review of annual report and accounts of subsidiary institution, if any;
10. (j)  Expulsion of members as per bye-law 7.
11. (k)  Amendment of bye laws, if any;
12. (l) Formulation of code of conduct for the members of the Board and Officers;
13. (m) Election of members of the Board, if any;
14. (n)  Determination of the nature and extent of the welfare activities to be undertaken by the Society;
15. (o)  Fixation, subject to the approval of the Central Registrar of the maximum borrowing limit during the year.
16. (p) Consideration of any other business brought before it

At every Annual General Meeting, the Board shall lay before the society a statement showing the details of the loans or goods on credit, if any, given to any of the members of the Board or to the spouse or a son or daughter of member of the Board during the preceding year or outstanding against him or against such spouse or son or daughter of the member of the Board.

18. Board of Directors

1. (i) Board of Directors shall consist of 13 Directors including Chairman, nominated Directors and Chief Executive. Among the elected Directors, two posts of Directors shall be reserved for ladies. The total number of Government nominees shall not exceed 3.
2. If the nominated Directors are less than 3, the resultant vacancies will be filled up through election.
3. (ii) The Directors nominated by the Govt. shall hold Office at the discretion of the Govt.
4. (iii) The Government shall have the power to remove any or all the Nominated Directors and appoint other Directors in their place.
5. (iv) In addition to the 13 Directors as specified in the Byelaw 18 (i) above, the Board may co-opt two Directors, of which only one will be the representative of employees of the Kendriya Bhandar provided that such a nominee shall be a regular employee of Kendriya Bhandar. The other co-opted Director may be from the Central/State Government/any financial institution if the respective Government/financial institution has given any assistance by way of grant or otherwise to the society.

Note: General Body in its meeting dated 05-07-2003: Resolved that a representative of employees of Kendriya Bhandar, who has been nominated as per byelaw 18(iv) should not have any commercial interest in the society and is free from vigilance angle. If the Society has more than one recognized Union/Association, the Board of Directors will lay down necessary terms and conditions as well as procedure for co-option of only one representative of the employees on the Board.

19. Election of Board of Directors and its Chairman

1. (i) The Board of Directors in Office shall meet atleast 60 clear days in advance of the date of expiration of its term and by resolution appoint a Returning Officer and determine date, time and place for convening a General Body Meeting for the conduct of election of its successor Board as per provision of the Acts and Rules made thereunder.
2. (ii) The Returning Officer shall prepare a list of members eligible to vote as it stood on the date 30 days prior to the date fixed for the poll and publish copies of the list by affixing them on the notice board at its Head Quarter, not less than 15 days prior to the date fixed for election provided that no member will be eligible to participate in the election of member of Board if he/she has been a member of the society for less that 12 months immediately preceding the date of such election.
3. (iii) The delegates elected in accordance with the byelaw 14(iv) shall elect 9 Directors from amongst them, who shall hold office for a period of five years. The Directors will be eligible for re-election but will not be eligible to hold Office for more than two consecutive terms.
4. (iv) Election of Directors to the Board shall not be held unless proposals duly made are received from the delegates of the Society at least 21 days before the date on which the General Body Meeting is to be held.
5. (v) Any casual vacancy occurring after the elections of Directors shall be filled up by co-opting one of the elected delegates. Directors so co-opted shall hold office until the next General Body Meeting in which the vacancy will be filled up by election.
6. (vi) As soon as, the members of the Board have been elected, the Returning Officer shall convene a meeting of the newly constituted Board for the purpose of election of Chairman as per provisions of the Act and Rules made thereunder. Such meetings of the Board shall not be conducted unless the majority of members of the newly constituted Board are present.