Cap. 33 - Co-operative Societies Ordinance

To provide for the formation and to regulate the operation of co-operative societies. [15 February 1951] G.N.A. 31 of 1951(Format changes—E.R. 1 of 2022) Part I Preliminary 1. Short title This Ordinance may be cited as the Co-operative Societies Ordinance. 2. Interpretation In this Ordinance, unless the context otherwise requires—bonus (紅利) means a share of the profits of a registered society divided among its members in proportion to the volume of business done with the society by them from which the profits of the society were derived;by-laws (章程) means the registered by-laws made by a society in the exercise of any power conferred by this Ordinance, and includes a registered amendment of the by-laws;committee (理事會) means the governing body of a registered society to whom the management of its affairs is entrusted;dividend (股息) means a share of the profits of a registered society divided among its members in proportion to the share capital held by them;member (社員) includes a person or registered society joining in the application for the registration of a society, and a person or registered society admitted to membership after registration in accordance with the by-laws;officer (高級人員) includes a chairman, secretary, treasurer, member of committee, or other person empowered under the rules or by-laws to give directions in regard to the business of a registered society;registered society (註冊合作社) means a co-operative society registered under this Ordinance;Registrar (註冊官) means the Registrar of Co-operative Societies appointed under section 3 and includes any person when exercising such powers of the Registrar as may have been conferred upon him under that section;rules (規則) means rules made under this Ordinance. Part II Registration 3. Appointment of Registrar and assistant registrars The Chief Executive may appoint a person to be Registrar of Co-operative Societies for Hong Kong and may appoint persons to assist such Registrar, and may, by general or special order published in the Gazette, confer on any such persons all or any of the powers of a Registrar under this Ordinance.(Amended 61 of 2000 s. 3) 4. Societies which may be registered Subject to the provisions hereinafter contained, a society which has as its object the promotion of the economic interests of its members in accordance with co-operative principles, or a society established with the object of facilitating the operations of such a society, may be registered under this Ordinance with or without limited liability as the Registrar may decide:Provided that the liability of a society which includes at least one registered society among its members shall be limited. 5. Conditions of registration (1) No society, other than a society of which a member is a registered society, shall be registered under this Ordinance, which does not consist of at least ten persons each of whom is qualified under section 21 for membership.(2) The word “co-operative” or “合作社” shall form part of the English name or the Chinese name respectively of every society registered under this Ordinance. (Amended 80 of 1997 s. 106)(3) The word “limited” shall be the last word in, or “有限責任” shall form part of, the English name or the Chinese name respectively of every society with limited liability registered under this Ordinance. (Replaced 21 of 1976 s. 2. Amended 80 of 1997 s. 106)(4) When for the purposes of this section any question arises as to age, residence, or occupation of land constituting the qualification of any person, that question shall be decided by the Registrar whose decision shall be final. 6. Application for registration (1) For the purposes of registration an application shall be made to the Registrar.(2) The application shall be signed—(a) in the case of a society of which no member is a registered society, by at least ten persons qualified in accordance with the requirements of subsection (1) of section 5; and(b) in the case of a society of which a member is a registered society, by a duly authorized person on behalf of every such registered society, and, where all the members of the society are not registered societies, by ten other members, or, when there are less than ten other members, by all of them.(3) The application shall be accompanied by copies of the proposed by-laws of the society, and the persons by whom or on whose behalf such application is made shall furnish such information in regard to the society as the Registrar may require. 7. Registration and appeals (1) If the Registrar is satisfied that a society has complied with the provisions of this Ordinance and the rules, and that its proposed by-laws are not contrary to this Ordinance or to the rules, he may, if he thinks fit, register the society and its by-laws. An appeal shall lie to the Chief Executive in Council against the refusal of the Registrar to register any society within one month from the date of such refusal. (Amended 61 of 2000 s. 3)(2) On registration the society shall pay such fee as may be required by the rules. 8. Societies to be bodies corporate The registration of a society shall render it a body corporate by the name under which it is registered, with perpetual succession and with power to hold property, to enter into contracts, to institute and defend suits and other legal proceedings, and to do all things necessary for the purpose of its constitution. 9. Evidence of registration A certificate of registration signed by the Registrar shall be conclusive evidence that the society therein mentioned is duly registered, unless it is proved that the registration of the society has been cancelled. Part III Duties and Privileges of Societies 10. Amendment of the by-laws of a registered society (1) Any registered society may, subject to this Ordinance and the rules, amend its by-laws, including the by-law which declares the name of the society.(2) No amendment of the by-laws of a registered society shall be valid until that amendment has been registered under this Ordinance, for which purpose copies of the amendment shall be forwarded to the Registrar.(3) If the Registrar is satisfied that any amendment of the by-laws is not contrary to this Ordinance or to the rules, he may, if he thinks fit, register the amendment. An appeal shall lie to the Chief Executive in Council against the refusal of the Registrar to register any amendment of any by-law within one month from the date of such refusal. (Amended 21 of 1976 s. 3; 61 of 2000 s. 3)(4) An amendment which changes the name of a society shall not affect any right or obligation of the society or of any of its members or past members, and any legal proceedings pending may be continued by or against the society under its new name.(5) When the Registrar registers an amendment of the by-laws of a registered society, he shall issue to the society a copy of the amendment certified by him, which shall be conclusive evidence of the fact that the amendment has been duly registered. 11. Address of society Every registered society shall have an address to which all notices and communications may be sent and shall send to the Registrar notice of that address and of every change of that address within 30 days of the registration of the society or the change of address as the case may be; and the Registrar may effect registration thereof.(Replaced 21 of 1976 s. 4) 12. Copy of Ordinance, rules, by-laws, etc., to be open to inspection Every registered society shall keep a copy of this Ordinance and of the rules and of its by-laws and a list of its members open to inspection, free of charge, at all reasonable times at the registered address of the society. 13. Disposal of produce to or through a registered society (1) A registered society which has as one of its objects the disposal of any article produced or obtained by the work or industry of its members whether the produce of agriculture, animal husbandry, forestry, fisheries, handicrafts or otherwise may provide in its by-laws or may otherwise contract with its members—(a) that every such member who produces any such article shall dispose of the whole or any specified amount, proportion or description thereof to or through the society; and(b) that any member who is proved or adjudged, in such manner as may be prescribed by the rules to be guilty of a breach of the by-laws or contract shall pay to the society as liquidated damages a sum ascertained or assessed in such manner as may be prescribed by the aforesaid rules.(2) No contract entered into under the provisions of this section shall be contested in any court on the ground only that it constitutes a contract in restraint of trade. 14. Creation of charges in favour of registered societies Subject to any prior claim of the Government on the property of the debtor and to the lien or claim of a landlord in respect of rent or any money recoverable as rent and in the case of immovable property to any prior registered charge thereon— (Amended 61 of 2000 s. 3)(a) any debt or outstanding demand payable to a registered society by any member or past member shall be a first charge on all crops or other agricultural produce, felled timber or other forest produce, marine produce, fish (fresh-water and salt-water), livestock, fodder, agricultural, industrial and fishing implements, plant, machinery, boats, tackle and nets, raw materials, stock in trade and generally all produce of labour and things used in connexion with production raised, purchased or produced in whole or in part from any loan whether in money or in goods given him by the society: Provided that nothing herein contained shall affect the claim of any bona fide purchaser or transferee without notice; (b) any outstanding demands or dues payable to a registered housing society by any member or past member in respect of rent, shares, loans or purchase money or any other rights or amounts payable to such society shall be a first charge upon his interest in the immovable property of the society. 15. Charge and set off in respect of shares or interest of members A registered society shall have a charge upon the shares or interests in the capital and on the deposits of a member or past member or deceased member and upon any dividend, bonus, or profits payable to a member or past member or to the estate of a deceased member in respect of any debt due to the society from such member or past member or estate, and may set off any sum credited or payable to a member or past member or estate of a deceased member in or towards payment of any such debt. 16. Shares or interest not liable to attachment or sale Subject to the provisions of section 15, the share or interest of a member in the capital of a registered society shall not be liable to attachment or sale under any decree or order of a court in respect of any debt or liability incurred by such member, and neither his assignee in insolvency nor a receiver duly appointed shall be entitled to, or have any claim on, such share or interest. 17. Transfer of interest on death of member (1) On the death of a member, a registered society may transfer the share or interest of the deceased member to the person nominated in accordance with the rules made in this behalf, or, if there is no person so nominated, to such persons as may appear to the committee to be the heir or legal representative of the deceased member, or may pay to such nominee, heir or legal representative, as the case may be, a sum representing the value of such member’s share or interest, as ascertained in accordance with the rules or by-laws:Provided that—(a) in the case of a society with unlimited liability such nominee, heir or legal representative, as the case may be, may require payment by the society of the value of the share or interest of the deceased member ascertained as aforesaid;(b) in the case of a society with limited liability, the society may transfer the share or interest of the deceased member to such nominee, heir or legal representative, as the case may be, being qualified in accordance with the rules and by-laws for membership of the society, or on his application within six months of the death of the deceased member to any person specified in the application who is so qualified.(2) A registered society shall pay all other moneys due to the deceased member from the society to such nominee, heir or legal representative, as the case may be.(3) All transfers and payments made by a registered society in accordance with the provisions of this section shall be valid and effectual against any demand made upon the society by any other person. 18. Deposits by or on behalf of minors (1) A registered society may receive deposits from or for the benefit of minors and it shall be lawful for a registered society to pay such minors the interest which may become due on such deposits. Any deposits made by a minor may, together with the interest accrued thereon, be paid to that minor; and any deposit made on behalf of a minor may, together with the interest accrued thereon, be paid to the guardian of that minor for the use of the minor.(2) The receipt of any minor or guardian for money paid to him under this section shall be a sufficient discharge of the liability of the society in respect of that money. 19. Register of members Any register or list of members kept by any registered society shall be prima facie evidence of any of the following particulars entered therein—(a) the date at which the name of any person was entered in such register or list as a member;(b) the date at which any such person ceased to be a member. 20. Proof of entries in books of society (1) A copy of any entry in a book of a registered society regularly kept in the course of business shall, if certified in such manner as may be prescribed by the rules, be received in any legal proceeding, civil or criminal, as prima facie evidence of the existence of such entry and shall be admitted as evidence of the matters, transactions and accounts therein recorded in every case where, and to the same extent as, the original entry itself is admissible.(2) No officer of any such society shall, in any legal proceedings to which the society is not a party, be compelled to produce any of the society’s books, the contents of which can be proved under subsection (1) or to appear as a witness to prove any matters, transactions or accounts therein recorded, unless the court for special reason so directs. Part IV Rights and Liabilities of Members 21. Qualification for membership In order to be qualified for membership of a co-operative society a person, other than a registered society, must—(a) have attained the age of 18 years;(b) be resident within or in occupation of land within the society’s area of operations as described by the by-laws. 22. Members not to exercise rights till due payment made No member of a registered society shall exercise the rights of a member unless or until he has made such payment to the society in respect of membership or acquired such interest in the society, as may be prescribed by the rules or by-laws. 23. Restriction of membership in society Except with the sanction of the Registrar, no person shall be a member of more than one registered society whose primary object is to grant loans to its members. 24. Votes of members No member of any registered society shall have more than one vote in the conduct of the affairs of the society:Provided that—(a) in the case of an equality of votes the chairman shall have a casting vote;(b) in the case of societies of which a registered society is a member that society may have such voting powers as are provided in the rules. 25. Representation by proxy A registered society which is a member of any other registered society may appoint any one of its members as its proxy for the purpose of voting in the conduct of the affairs of such other registered society. 26. Contracts with society of members who are minors The minority or non-age of any person duly admitted as a member of any registered society shall not debar that person from executing any instrument or giving any acquittance necessary to be executed or given under this Ordinance or the rules made thereunder, and shall not be a ground for invalidating or avoiding any contract entered into by any such person with the society; and any such contract entered into by any such person with the society, whether as principal or as surety, shall be enforceable at law or against such person notwithstanding his minority or non-age. 27. Block holdings of shares limited No member, other than a registered society, shall hold more than one-fifth of the share capital of any co-operative society. 28. Restriction on transfer of share or interest (1) The transfer or charge of the share or interest of a member or past member or deceased member in the capital of a registered society shall be subject to such conditions as to maximum holding as may be prescribed by this Ordinance or by the rules.(2) In the case of a society registered with unlimited liability, a member shall not transfer any share held by him or his interest in the capital of the society or any part thereof, unless—(a) he has held such share or interest for not less than one year; and(b) the transfer or charge is made to the society, or to a member of the society, or to a person whose application for membership has been accepted by the committee. 29. Liability of past member and estate of deceased member for debts of society (1) The liability of a past member for the debts of a registered society as they existed on the date on which he ceased to be a member shall not continue for a period of more than two years reckoned from that date.(2) The estate of a deceased member shall not be liable for the debts of the society as they existed on the date of his decease for a period of more than two years reckoned from the date of his decease. Part V Property and Funds of Registered Societies 30. Loans made by a registered society (1) A registered society shall not, except as provided in section 33, make any loan to any person other than a member: Provided that, with the consent of the Registrar, a registered society may make loans to another registered society. (2) Except with the permission of the Registrar, a registered society shall not lend money on the security of any movable property other than produce or goods in which the society is authorized to deal.(3) The Chief Executive may, by general or special order, prohibit or restrict the lending of money on mortgage of any description of immovable property by any registered society. (Amended 61 of 2000 s. 3) 31. Deposits and loans received by a registered society A registered society shall receive deposits and loans from persons who are not members only to such extent and under such conditions as may be prescribed by the rules or by-laws. 32. Restrictions on other transactions with non-members Save as provided in sections 30 and 31, the transactions of a registered society with persons other than members shall be subject to such prohibitions and restrictions as may be prescribed by the rules. 33. Investment of funds A registered society may invest or deposit its funds—(a) in a post office savings bank, or with any bank or person carrying on the business of banking approved for this purpose by the Registrar; or(b) in any securities issued or guaranteed by the Government of the Hong Kong Special Administrative Region or of any other place approved by the Registrar; or (Amended 61 of 2000 s. 3)(c) with any other registered society approved for this purpose by the Registrar; or(d) in any other mode approved by the Registrar. 34. Disposal of profits (1) At least one-fourth of the net profits of every registered society, as ascertained by the audit prescribed by section 35, shall be carried to a fund to be called the reserve fund, which shall be employed as prescribed by the rules. After deduction of any tax which may have been charged on such society in accordance with the provisions of the Inland Revenue Ordinance (Cap. 112), the remainder of such profits and any profits of past years available for distribution may be divided among the members by way of dividend or bonus, or allocated to any funds constituted by the society, to such extent or under such conditions as may be prescribed by the rules or by-laws: Provided that in the case of a society with unlimited liability, no distribution of profits shall be made without the general or special order of the Chief Executive. (Amended 61 of 2000 s. 3) (2) Any registered society, may, with the sanction of the Registrar, after one-fourth of the net profits in any year has been carried to a reserve fund, contribute an amount not exceeding ten per cent of the remaining net profits to any charitable purpose or to a common-good fund. Part VI Audit, Inspection and Inquiry 35. Audit (1) The Registrar shall audit or cause to be audited by some person authorized by him by general or special order in writing the accounts of every registered society once at least in every year.(2) The audit under subsection (1) shall include an examination of overdue debts, if any, and a valuation of the assets and liabilities of the registered society.(3) The Registrar and every other person appointed to audit the accounts of a society shall have power when necessary—(a) to summon at the time of his audit any officer, agent, servant or member of the society who he has reason to believe can give material information in regard to any transactions of the society or the management of its affairs; or(b) to require the production of any book or document relating to the affairs of, or any cash or securities belonging to, the society by the officer, agent, servant or member in possession of such book, document, cash or securities. 36. Power of Registrar to inspect society’s books, etc. The Registrar, or any person authorized by general or special order in writing by the Registrar, shall at all times have access to all the books, accounts, papers and securities of a registered society, and shall be entitled to inspect the cash in hand; and every officer of the society shall furnish such information in regard to the transactions and working of the society as the person making such inspection may require. 37. Inquiry and inspection (1) The Registrar may of his own motion, and shall on the application of a majority of the committee, or of not less than one-third of the members of a registered society, hold an inquiry or direct some person authorized by him by order in writing in this behalf to hold an inquiry into the constitution, working, and financial condition of a registered society; and all officers and members of the society shall furnish such information in regard to the affairs of the society and produce the cash in hand and such books, accounts, papers and securities of the society as the Registrar or the person authorized by him may require.(2) The Registrar shall, on the application of a creditor of the registered society, inspect or direct some person authorized by him in writing in this behalf to inspect the books of the society, if the applicant—(a) proves that an ascertained sum of money is then due to him and that he has demanded payment thereof and has not received satisfaction within a reasonable time; and(b) deposits with the Registrar such sum as security for the costs of the proposed inspection as the Registrar may require.(3) The Registrar shall communicate the results of any such inspection to the creditor and to the society into whose affairs inquiry has been made.(4) Where an inquiry is held under subsection (1) or an inspection is made under subsection (2), the Registrar may apportion the costs or such part of the costs, as he may think right, between the registered society, the members demanding an inquiry, the officers or former officers of the society, and the creditor, if any, on whose application the inquiry was made.(5) Any sum awarded by way of costs against any society or person under this section may be recovered, on application to a magistrate having jurisdiction in the place where the registered office of the society is situate or the person resides or carries on business for the time being, in like manner as a fine imposed by such court. Part VII Dissolution 38. Dissolution (1) If the Registrar, after holding an inquiry or making an inspection under section 37 or on receipt of an application made by three-fourths of the members of a registered society, is of opinion that the society ought to be dissolved, he may make an order for the cancellation of the registration of the society.(2) Any member of a registered society may, within two months from the date of an order under subsection (1), appeal from such order to the Chief Executive. (Amended 61 of 2000 s. 3)(3) Where no appeal is presented within two months from the making of an order cancelling the registration of a society, the order shall take effect on the expiry of that period. Where an appeal is presented within two months, the order shall not take effect until it is confirmed.(4) Where the Registrar makes an order for the cancellation of the registration of a society under subsection (1) he may make such further order as he may think fit for the custody of the books and documents and the protection of the assets of the society until the order cancelling registration takes effect.(5) No registered society shall be wound up save by an order of the Registrar. 39. Cancellation of registration for lack of membership The Registrar may, by order in writing, cancel the registration of any registered society other than a society which includes among its members one or more registered societies, if at any time it is proved to his satisfaction that the number of the members has been reduced to less than ten. Every such order shall take effect from the date thereof. 40. Effect of cancellation of registration Where the registration of a society is cancelled by an order under section 38 or 39 the society shall cease to exist as a corporate body from the date on which the order takes effect, hereinafter referred to as the date of dissolution:Provided that any privileges conferred on the society by or under sections 14, 15, 16 and 17 shall be deemed to be vested in any liquidator appointed for that society by the Registrar. 41. Liquidation after cancellation of registration of society Where the registration of a society is cancelled under section 38 or 39 the Registrar may appoint one or more persons to be, subject to his direction and control, the liquidator or liquidators of the society. 42. Liquidator’s power (1) A liquidator appointed under section 41 shall, subject to the guidance and control of the Registrar and to any limitations imposed by the Registrar by order under section 43, have power to—(a) determine from time to time the contribution to be made by members and past members or by the estates of deceased members of the society to its assets;(b) appoint a day by notice before which creditors whose claims are not already recorded in the books of the society shall state their claims for admission or to be excluded from any distribution made before they have proved them;(c) decide any question of priority which arises between creditors;(d) refer disputes to arbitration and institute and defend suits and other legal proceedings on behalf of the society by his name or office;(e) decide by what persons and in what proportions the costs of liquidation are to be borne;(f) give such directions in regard to the collection and distribution of assets as may be necessary in the course of winding up the society;(g) compromise any claim by or against the society provided the sanction of the Registrar has first been obtained;(h) call such general meetings of members as may be necessary for the proper conduct of the liquidation;(i) take possession of the books, documents and assets of the society;(j) sell the property of the society;(k) carry on the business of the society so far as may be necessary for winding it up beneficially:Provided that nothing herein contained shall entitle the liquidator of a credit society to issue any loan; and(l) arrange for the distribution of the assets of the society in a convenient manner when a scheme of distribution has been approved by the Registrar.(2) Subject to such rules as may be made in this behalf, any liquidator appointed under this Ordinance shall in so far as such powers are necessary for carrying out the purposes of this section, have power to summon and enforce the attendance of parties and witnesses and to compel the production of documents by the same means and (so far as may be) in the manner as is provided in the case of a magistrate. 43. Power of Registrar to control liquidation A liquidator shall exercise his powers subject to the control and revision of the Registrar, who may—(a) rescind or vary any order made by a liquidator and make whatever new order is required;(b) remove a liquidator from office;(c) call for all books, documents and assets of the society;(d) by order in writing limit the powers of a liquidator under section 42;(e) require accounts to be rendered to him by the liquidator;(f) procure the auditing of the liquidator’s accounts and authorize the distribution of the assets of the society;(g) make an order for the remuneration of the liquidator; or(h) refer any subject of dispute between a liquidator and any third party to arbitration if that party shall have consented in writing to be bound by the decision of the arbitrator. 44. Enforcement of order (1) The decision of an arbitrator on any matter referred to him under section 43 shall be binding upon the parties, and shall be enforceable in like manner as an order made by the Registrar under that section.(2) An order made by a liquidator or by the Registrar under section 42 or 43 shall be enforced by any civil court having jurisdiction over the place where the registered office of the society is situate in like manner as a decree of that court. 45. Limitation of the jurisdiction of the civil court Save in so far as is hereinbefore expressly provided, no civil court shall have any jurisdiction in respect of any matter concerned with the dissolution of a registered society under this Ordinance. 46. Closure of liquidation (1) In the liquidation of a society whose registration has been cancelled, the funds, including the reserve fund, shall be applied first to the costs of liquidation, then to the discharge of the liabilities of the society, then to the payment of the share capital and then, provided the by-laws of the society permit, to the payment of a dividend at a rate not exceeding ten per cent per annum for any period for which no disposal of profits was made.(2) When the liquidation of a society has been closed and any creditor of that society has not claimed or received what is due to him under the scheme of distribution, notice of the closing of the liquidation shall be published in the Gazette; and, all claims against the funds of the society liquidated shall be proscribed when two years have elapsed from the date of the publication of the Gazette notice.(3) Any surplus remaining after the application of the funds to the purposes specified in subsection (1) and the payment of any claims for which an action is instituted under subsection (2) shall be available for use by the Registrar for any co-operative purpose at his discretion. Part VIII Surcharge and Attachment 47. Power of Registrar to surcharge officers, etc., of a registered society (1) Where, in the course of the winding up of a registered society it appears that any person who has taken part in the organization or management of such society or any past or present officer of the society has misapplied or retained or become liable or accountable for any money or property of such society or has been guilty of misfeasance or breach of trust in relation to such society, the Registrar may, on the application of the liquidator or of any creditor or contributory, examine into the conduct of such person and make an order requiring him to repay or restore the money or property or any part thereof with interest at such rate as the Registrar thinks just or to contribute such sum to the assets of such society by way of compensation in regard to the misapplication, retainer, dishonesty or breach of trust as the Registrar thinks fit.(2) This section shall apply notwithstanding that the act is one for which the offender may be criminally responsible. 48. Appeal to Chief Executive Any person aggrieved by any order of the Registrar made under section 47 may appeal to the Chief Executive within twenty-one days from the date of such order and the decision of the Chief Executive shall be final and conclusive.(Amended 61 of 2000 s. 3) Part IX Disputes 49. Settlement of disputes (1) If any dispute touching the business of a registered society arises—(a) among members, past members and persons claiming through members, past members and deceased members; or(b) between a member, past member, or person claiming through a member, past member or deceased member, and the society, its committee, or any officer of the society; or(c) between the society or its committee and any officer of the society; or(d) between the society and any other registered society, (Amended E.R. 1 of 2022)such dispute shall be referred to the Registrar for decision. A claim by a registered society for any debt or demand due to it from a member, past member or the nominee, heir or legal representative of a deceased member, shall be deemed to be a dispute touching the business of the society within the meaning of this subsection.(2) The Registrar may, on receipt of a reference under subsection (1)—(a) decide the dispute himself; or(b) refer it for disposal to an arbitrator or arbitrators.(3) Any party aggrieved by the award of the arbitrator or arbitrators may appeal therefrom to the Registrar within one month after the award is given by lodging notice in writing with the Registrar. (Amended 21 of 1976 s. 5)(4) A decision of the Registrar under subsection (2) or in appeal under subsection (3) shall be final and shall not be called in question in any civil court.(5) The award of the arbitrator or arbitrators under subsection (2) shall, if no appeal is preferred to the Registrar under subsection (3), or if any such appeal is abandoned or withdrawn, be final and shall not be called in question in any civil court and shall be enforced in the same manner as if the award had been a judgment of a civil court. 50. Case stated on question of law (1) Notwithstanding anything contained in section 49, the Registrar at any time when proceeding to a decision under this Ordinance, or the Chief Executive at any time when an appeal has been preferred to him against any decision of the Registrar under this Ordinance, may refer any question of law arising out of such decision for the ruling of the court. (Amended 61 of 2000 s. 3)(2) Such judge or judges as the Chief Judge of the High Court may direct, may consider and determine any question of law so referred and the ruling given on such question shall be final and conclusive. (Amended 79 of 1995 s. 50; 25 of 1998 s. 2) Part X Rules 51. Rules (1) The Chief Executive in Council may make all such rules as may be necessary for the purpose of carrying out or giving effect to the principles and provisions of this Ordinance. (Amended 61 of 2000 s. 3)(2) In particular, and without prejudice to the generality of the power conferred by subsection (1), such rules may provide for—(a) forms to be used and the conditions to be complied with in applying for the registration of a society and the procedure in the matter of such applications;(b) conditions to be complied with by persons applying for admission or admitted as members, election and admission of members from time to time, and the payment to be made and interest to be acquired before exercising rights of membership;(c) subject to the provisions of section 27, the maximum number of shares or portion of the capital of a registered society which may be held by a member;(d) the extent to which a registered society may limit the number of its members;(e) withdrawal and expulsion of members and payments to be made to members who withdraw or are expelled, and the liabilities of past members;(f) general meetings of the members and for the procedure at such meetings and the powers to be exercised by such meetings;(g) appointment, suspension and removal of the members of the committee and other officers, and the procedure at meetings of the committee, and the powers to be exercised and the duties to be performed by the committee and other officers;(h) matters in respect of which a society may or shall make by-laws and the procedure to be followed in making, altering and rescinding by-laws, and the conditions to be satisfied prior to such making, alteration or rescission;(i) the manner in which funds may be raised by means of shares or debentures or otherwise;(j) conditions to be observed by a registered society applying for financial assistance from government;(k) the payments to be made, the conditions to be complied with and the forms of the bonds, instruments or other documents to be executed by members applying for loans or cash credits, the period for which loans may be made or credits granted, and the maximum amount which may be lent and the maximum credit which may be allowed to individual members with or without the consent of the Registrar;(l) the mode in which the value of a deceased member’s interest shall be ascertained, and for the nomination of a person to whom such interest may be paid or transferred;(m) the mode in which the value of the interest of a member who has become of unsound mind and incapable of managing himself or his affairs shall be ascertained and the nomination of any person to whom such interest may be paid or transferred;(n) formation and maintenance of reserve funds, and the objects to which such funds may be applied, and investment of any funds under the control of any registered society;(o) conditions under which profits may be distributed to the members of a society with unlimited liability and the maximum rate of dividend which may be paid by societies;(p) accounts and books to be kept by a registered society, and for the periodical publication of a balance sheet showing the assets and liabilities of a registered society;(q) audit of the accounts of registered societies and for the charges, if any, to be made for such audit and the levy of contributions from all or any registered societies to a fund to be used for the audit and supervision of existing societies and co-operative propaganda and the administration of such a fund;(r) returns to be submitted by registered societies to the Registrar, and the persons by whom and the form in which the same are to be made;(s) the persons by whom, and the form in which, copies of entries in books of registered societies may be certified;(t) formation and maintenance of a register of members, and, where the liability of members is limited by shares, of a register of shares;(u) inspection of documents and registers at the Registrar’s office and the fees to be paid therefor and the issue of copies of such documents or registers;(v) the manner in which any question as to the breach of any by-law or contract relating to the disposal of produce to or through a society may be determined, and the manner in which the liquidated damages for any such breach may be ascertained or assessed;(w) the mode of appointing an arbitrator or arbitrators and the procedure to be followed in proceedings before the Registrar or such arbitrator or arbitrators;(x) the procedure to be followed by a liquidator appointed under section 41 and the cases in which appeals shall lie from the orders of such liquidator;(y) forms and fees and the procedure to be observed and all other matters connected with or incidental to the presentation, hearing and disposal of appeals under this Ordinance or the rules. Part XI Miscellaneous 52. Recovery of sums due to Government (1) All sums due from a registered society or from an officer or member or past member of a registered society as such to the Government may be recovered in the manner provided for the recovery of debts due to the Government under the law for the time being in force.(2) Sums due from a registered society to the Government and recoverable under subsection (1) may be recovered first, from the property of the society; secondly, in the case of a society of which the liability of members is limited, from members, subject to the limit of their liability; and thirdly, in the case of other societies, from the members. 53. Special power of Chief Executive to exempt any society from requirements as to registration (Amended 61 of 2000 s. 3)Notwithstanding anything contained in this Ordinance the Chief Executive may by special order in each case and subject to such conditions as he may impose, exempt any society from any of the requirements of this Ordinance as to registration.(Amended 61 of 2000 s. 3) 54. Special power of Chief Executive to exempt societies from provisions of Ordinance (Amended 61 of 2000 s. 3)The Chief Executive may by general or special order exempt any registered society or class of societies from any of the provisions of this Ordinance, or may direct that such provisions shall apply to any society or class of societies with effect from such date or with such modifications as may be specified in the order.(Amended 61 of 2000 s. 3) 55. Power to remit registration fees The Chief Executive by notification in the Gazette may, in the case of any registered society or class of registered societies, remit any fee payable under the law of registration for the time being in force, and any such notification in respect of any registered society may provide for the revocation thereof in respect of such registered society.(Replaced 31 of 1981 s. 65. Amended 61 of 2000 s. 3) 56. Prohibition of the use of the word “co-operative” (1) No person other than a registered society shall trade or carry on business under any name or title of which the word “co-operative” or “合作社” is part without the sanction of the Chief Executive: (Amended 80 of 1997 s. 107; 61 of 2000 s. 3) Provided that nothing in this section shall apply to the use by any person or his successor in interest of any name or title under which he traded or carried on business at the commencement* of this Ordinance. (2) Any person who contravenes the provisions of this section shall be guilty of an offence and shall be liable to a fine at level 1 and in the case of a continuing offence to a further fine of $20 for each day during which the offence continues. (Amended E.R. 1 of 2022) Editorial Note: * Commencement date: 15 February 1951. 57. Certain legislation not to apply to registered societies The provisions of the Companies Ordinance (Cap. 622) and the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), and of any law relating to trade unions, shall not apply to societies registered under this Ordinance.(Amended 28 of 2012 ss. 912 & 920) 58. Penalty for non-compliance with Ordinance (a) Any registered society or an officer or a member thereof, wilfully neglecting or refusing to do any act or to furnish any information required for the purposes of this Ordinance by the Registrar or other persons duly authorized by him in this behalf; and(b) any person wilfully or without any reasonable excuse disobeying any summons, requisition or lawful written order issued under the provisions of this Ordinance, or failing to furnish any information lawfully required from him by a person authorized to do so under the provisions of this Ordinance,shall be guilty of an offence and shall be liable to a fine at level 1.(Amended E.R. 1 of 2022) 59. Punishment of fraud or misappropriation If any person obtains possession by false representation or imposition of any property of a society, or having it in his possession withholds or misapplies it, or wilfully applies any part thereof to purposes other than those expressed or directed in the by-laws of the society, and authorized by this Ordinance, he shall, on the complaint of the society, or of any member authorized by the society, or the committee thereof, or of the Registrar, be liable to a fine of two thousand dollars, and to be ordered to deliver up all such property or to repay all monies applied improperly, and, in default of such delivery or repayment, or of the payment of such fine to be imprisoned for twelve months.(Added 53 of 1956 s. 2. Amended 21 of 1976 s. 6)[cf. 1893 c. 39 s. 64 U.K.]