Section 378G: Articles of association

Section 378G: Articles of association · Complied AI

(3)

Without prejudice to the generality of the foregoing provisions of sub-sections (1) and (2), the articles shall contain the following provisions, namely:—

(a)

the qualifications for membership, the conditions for continuance or cancellation of membership and the terms, conditions and procedure for transfer of shares;

(b)

the manner of ascertaining the patronage and voting right based on patronage;

(c)

subject to the provisions contained in sub-section (1) of section 378N, the manner of constitution of the Board, its powers and duties, the minimum and maximum number of directors, manner of election and appointment of directors and retirement by rotation, qualifications for being elected or continuance as such and the terms of office of the said directors, their powers and duties, conditions for election or co-option of directors, method of removal of directors and the filling up of vacancies on the Board, and the manner and the terms of appointment of the Chief Executive;

(d)

the election of the Chairman, term of office of directors and the Chairman, manner of voting at the general or special meetings of Members, procedure for voting, by directors at meetings of the Board, powers of the Chairman and the circumstances under which the Chairman may exercise a casting vote;

(e)

the circumstances under which, and the manner in which, the withheld price is to be determined and distributed;

(f)

the manner of disbursement of patronage bonus in cash or by issue of equity shares, or both;

(g)

the contribution to be shared and related matters referred to in sub-section (2) of section 378ZI;

(h)

the matters relating to issue of bonus shares out of general reserves as set out in section 378ZJ;

(i)

the basis and manner of allotment of equity shares of the Producer Company in lieu of the whole or part of the sale proceeds of produce or products supplied by the Members;

(j)

the amount of reserves, sources from which funds may be raised, limitation on raising of funds, restriction on the use of such funds and the extent of debt that may be contracted and the conditions thereof;

(k)

the credit, loans or advances which may be granted to a Member and the conditions for the grant of the same;

(l)

the right of any Member to obtain information relating to general business of the company;

(m)

the basis and manner of distribution and disposal of funds available after meeting liabilities in the event of dissolution or liquidation of the Producer Company;

(n)

the authorisation for division, amalgamation, merger, creation of subsidiaries and the entering into joint ventures and other matters connected therewith;

(o)

laying of the memorandum and articles of the Producer Company before a special general meeting to be held within ninety days of its registration;

(p)

any other provision, which the Members may, by special resolution recommend to be included in the articles.