Mutual Banks Act, 1993 (Act No. 124 of 1993)Chapter IV : Administration of Mutual Banks32. Matters to be set forth in articles |
| (1) | The articles of a mutual bank shall set forth— |
| (a) | the name of the mutual bank and the situation of its head office; |
| (b) | the principal objects of the mutual bank; |
| (c) | the manner in which the funds of the mutual bank are to be raised, the purposes to which they are to be applied and the manner in which surplus funds are to be invested; |
| (d) | the manner in which membership is to be acquired and to cease; |
| (e) | the types of shares to be issued, the conditions of redemption or repayment thereof and the preferential and other special rights attaching thereto; |
| (f) | the manner in which advances upon the security of the mortgage of immovable property or against other security are to be made and repaid; |
| (g) | whether the mutual bank intends to accept deposits and to borrow money other than by way of deposit, and, if deposits are to be accepted, the conditions of acceptance and repayment; |
| (h) | measures for the establishment of bodies to represent the interests of persons who have provided funds to the mutual bank in excess of specified amounts, and the relationship between such bodies and the board of directors and the management of the mutual bank; |
| (i) | the fees, fines and charges that may be demanded from or imposed upon shareholders, depositors and borrowers; |
| (j) | the manner of making an annual or more frequent audit of the accounts, and the inspection by the auditors of the mortgage bonds and other securities belonging to the mutual bank; |
| (k) | the manner in which profits or losses are to be ascertained and dealt with or provided for; |
| (l) | the manner of altering and rescinding the articles of the mutual bank and of adopting additional articles; |
| (m) | the manner of electing, appointing, removing and fixing the remuneration of directors, and their qualifications, powers and duties, and the manner of appointing, removing and fixing the remuneration of members of local boards or committees and officers of the mutual bank; |
| (n) | the manner of calling the annual general meeting and special general meetings of members, measures for the representation of members at such meetings through the medium of members' delegates, the quorum necessary for the transaction of business at such meetings, and the manner of voting thereat; |
| (o) | whether disputes between the mutual bank and any of its members, or between the mutual bank and any persons claiming under the articles or whose claims are derived from members, shall be settled by the court or by arbitration; |
| (p) | how contracts or other documents binding the mutual bank shall be executed; |
| (q) | how custody shall be kept of the mortgage bonds, title deeds and other securities belonging to or held by the mutual bank; |
| (r) | subject to the provisions of this Act, the manner in which the mutual bank shall be wound up; |
| (s) | subject to the provisions of sections 71 and 72, the manner in which any amalgamation with or transfer of assets and liabilities to or from another mutual bank shall be effected; |
| (t) | the forms of record to be issued to every person to whom a share is allotted by or who is allowed to make deposits with the mutual bank, and the conditions subject to which certified copies of such forms of record will be issued by the mutual bank in the event of the loss or destruction of the originals; and |
| (u) | such other matters as the Registrar may approve. |
| (2) | The objects of a mutual bank set forth in its articles under subsection (1)(b) shall confer upon it only the capacity— |
| (a) | to carry on business as a mutual bank in accordance with this Act; and |
| (b) | in addition to the business referred to in paragraph (a), to carry on such other business as in the opinion of the Registrar is not inconsistent with a provision of this Act. |