Co-operative Banks New Modern Bye Laws By Bhushan B. Paithankar COMPARATIVE STATEMENT OF PROVISIONS IN EXISTING BYE-LAWS viz-a-viz NEW MODEL BYE-LAWS

SHARES Existing provision The Authorised Share Capital of the Bank is Rs.1000 lakh divided into 100 lakh shares of Rs each together with entrance fee of Rs.10 only New Bye-Law The Authorised share capital of the Bank is Rs crores (Rupees Ten Crores only) divided into 1.00 lakh shares of Rs.1000 each. Recommendation The Authorised Share Capital of the Bank is Rs.10 crore divided into 100 lakh shares of Rs each together with entrance fee of Rs.100 only

Cl.9) MEMBER Existing provision iv)The individual has subscribed to and fully paid for at least one share of the Bank. New Bye-Law CONDITIONS FOR AN ORDINARY MEMBERSHIP b)has paid admission fee of Rs.100/-or as may be stipulated by the Board of Directors and paid atleast value of one share of the bank. Recommendation b)has paid admission fee of Rs.100/-or as may be stipulated by the Board of Directors and paid at least value of HUNDRED shares of the bank.

ACTIVE MEMBER Rights & Duties of Member New Bye-Law Attend at least one AGM, once in preceding consecutive FIVE years Utilize minimum one service of bank as per bye law no.15 Minimum holding of Share Capital: Rs.2,000/- and Minimum Deposit require : Rs.20,000/- or Loan of Rs. 50,000/- Bank will inform non-active member within 30 days Voting right – Only Active Member shall have one vote KYC to members. Bank will issue one time free Identity Card Recommendation As per New Bye Law

New clauses New Bye-Law Withdrawal & resignation. – member can not apply again for next ONE year. Cl. No.23 - Expulsion of member – in General body by ¾ present & voting On approval from registrar he cease to be member and can not be readmitted for next ONE years Recommendation As per New Bye Law

GENERAL BODY Existing provision Shall be held on or before 14 August each year New Bye-Law shall be held before SIX month from closure of F.Y. i.e. 30 th September Recommendation As per new bye law

SPECIAL GENERAL BODY Existing provision Special General Meeting must be conveyed within one month of the receipt of requisition New Bye-Law Special General Meeting may be called by giving not less than 7 days prior notice in writing to all the members of the Bank within one month. Recommendation As per new bye law

QUORUM/ MINU TES FOR AGM / SGM Existing provision 30 Members or one fifth of the total number of members whichever is less Minutes of the General Meeting shall be recorded…..within three months from the date of AGM` New Bye-Law one fifth of the total number of members or 300 members whichever is less Minutes of the proceedings of the General Body Meeting shall be entered in a minutes book within thirty days Recommendation As per new bye law

DIRECTORS Existing provision General Category : 11 SC/ST : 01 OBC : 01 NT : 01 Women : 02 Weaker Section : 01 Expert Directors : 02 Staff Representative: 02 Total : 21 New Bye-Law General Category : 07 SC/ST : 01 OBC : 01 NT : 01 Women : 02 Expert Directors : 02 Functional Dir. : 01 (CEO) Total : 15 Recommendation General Category : 12 SC/ST : 01 OBC : 01 NT : 01 Women : 02 Functional Dir. : 01 (CEO) Total :

New clauses – Eligibility of Director New Bye-Law No. 40 Active member shall hold minimum shares if Rs.20,000/- AND Minimum Deposit of Rs.1,00,000/- (The person contesting from reserve seat U/S.73B and 73C shall comply with 50% of the criteria required for general category.) Recommendation As per New Bye Law

Cl. 41)Chairman / Vice Chairman Existing provision 1. Chairman & Vice Chairman shall be elected for period of ONE year New Bye-Law 1.Chairman & Vice Chairman shall elected for period of FIVE year 2.Functional Director cant vote for CM/VCM election 3.Chairman Shall have casting vote in Board in case of equal vote Recommendation 1.1. Chairman & Vice Chairman shall elected for period of FIVE years 2.Functional Director cant vote for CM/VCM election 3.Chairman Shall have casting vote in Board in case of equal vote

Cl. 35) QUORUM FOR BOARD Existing provision Half of the Board New Bye-Law Half of the Board Functional Director not to be counted in election of office bearers Recommendation As per new bye law

Cl. 55) Appropriation of Profit Existing provision 25% To Statutory Reserve Fund Dividend Subject to maximum Building Fund New Bye-Law a)25% to Statutory Reserve Fund b)1% to co-op. education fund c)For unforeseen losses by Board d)Transfer to Dividend e)Election expenses equal to 1/5 th f)For training of Dir., Employees,Members g)Investment fluctuation Reserve h)Upto 10% technology development fund i)Remaining to building fund or any other fund as decided Recommendation As per new bye law

New clauses – Share Linking New Bye-Law No % of unsecured borrowing -2.5% of secured borrowing -In case of SSI 1% initially and 1.5% in next 2 years -Any case no member hold more than 1/5 th shares -Bank may change in case Capital Adequacy more than 12% Recommendation As per New Bye Law

Reserve Fund Existing provision Invested in Govt. & Trustee Securities and other approved security or FD with District banks New Bye-Law Invested as per Act and Rules Bank May utilise to purchase any asset with prior permission of Registrar Recommendation As per new bye law

New sub-clause – DIVIDEND New Bye-Law No. 59- e) The Bank shall distribute the maximum dividend of 15% when the CRAR is at minimum level as prescribed by RBI from time to time for the preceding financial year Recommendation As per New Bye Law

Auditor Existing provision Statutory Auditor shall be appointed by Registrar New Bye-Law 1. Bank shall appoint Statutory Auditor from Panel maintained by Registrar and fix remuneration as well as Internal Auditors at General Body Meeting. 2. Qualification & Duties as per RBI guidelines Recommendation As per new bye law

Amendment to bye-Law Existing provision 1.By a vote of the majority consisting of not less than two thirds of the members present and voting at a general Meeting. New Bye-Law 1.Notice of clear 14 Days require to members 2.By a vote of the majority consisting of not less than two thirds of the members present and voting at a general Meeting. Recommendation As per new bye law

New clauses New Bye-Law 63. Education courses for members, directors & employee. Sufficient fund shall be provide 64. Provident Fund for employees 65. Bank shall frame of service rule and amend from time to time 66. In case of Winding up shall be according to rules 67. The Bank shall devise the procedures through administrative instructions for the association of employees in the management decision making process Recommendation As per New Bye Law

Misc. Bank shall be member of 1.District bank 2.State Federation of UCB 3.State Asso. Of UCB 4.Regional / Dist Asso. Of UCBs 5.Maharashtra Sahakari Sangh / Dist. Co-op. Board New Bye-Law In addition to previous 6.Indian Institute of Bankers 7.Indian Banks Assocaition 8.National co-op. union of India 9.National Federation of UCBs & Credit society 10.any other Federation / Associations / Sangh / Board related to the Banking sector. Recommendation As per new bye law

New clause - defaulter New Bye-Law Member who is defaulter or surety to defaulter against whom recovery proceedings is initiated under law, obtained decree and notices issued will be disqualified to borrow or stand surety for next THREE years. Recommendation As per New Bye Law

The Malad Sahakari Bank Ltd.