Section 47: The Board

47. The Board (1) Subject to this Act and the rules, a society shall be managed by a Board. (2) The Board shall comprise not less than 3 nor more than 9 directors elected in accordance with the rules. (3) No alteration in the rules shall invalidate any prior act of the Board which would have been valid if that alteration had not been made. (4) The Board shall not sell, lease or dispose of any immovable property of the society unless— (a) the sale, lease or disposal is expressly set out on the agenda of a general meeting; (b) the members at the general meeting have approved the sale, lease or disposal; (c) the Registrar is informed, in writing, at least 30 days before the meeting at which such a sale, lease or disposal of the immovable property of the society is to be approved; C49 – 25 [Issue 9] Co-Operatives Act (d) the immoveable property has been evaluated by a qualified valuer appointed by the society within the period of 6 months preceding the sale, lease or disposal of the property and the evaluation report is submitted to the society and the Registrar. (5) No payment effected or contract, dealing or transaction entered into by the society shall be invalidated where the party to whom the payment has been made or with whom the contract, dealing or transaction has been entered into, has acted in good faith. (6) For the purpose of subsection (5), a party shall be considered to have acted in bad faith where, at the time of any payment, contract, dealing or transaction, that party had knowledge of the fact that the society, the Board or the person with whom he was dealing was acting in breach of this Act or the rules. (7) Subject to subsection (8), the Board may— (a) appoint such subcommittees of its own directors as it may determine; and (b) delegate to the subcommittee such powers and functions as it may determine. (8) No decision of a subcommittee shall be implemented unless the decision is ratified by the Board. (9) Notwithstanding subsection (5), any payment made or contract, dealing or transaction entered into in breach of subsection (8) shall be null and void. (10) (a) Subject to paragraph (c), where the Registrar is of the opinion that a Board— (i) has persistently failed to perform, or is negligent in the performance of, its duties; (ii) has committed, is committing or is about to commit an act which is prejudicial to the interests of the society or its members; or (iii) is otherwise not functioning properly, he may, subject to the approval of the supervising officer, by order in writing, remove the Board and appoint a person to manage the affairs of the society on such terms and conditions as he may determine. (b) The Registrar may, before making an order under paragraph (a), take such steps as he may determine to safeguard the interests of the society. (c) No order under paragraph (a) shall be made unless the Board is given a reasonable opportunity of showing cause against the making of the proposed order. [Issue 9] C49 – 26 Revised Laws of Mauritius (d) Subject to the control and directions of the Registrar, a person appointed under paragraph (a)— (i) shall have all the powers of the Board or any officer; and (ii) may take such action as may be necessary in the interests of the society. (e) The remuneration of a person appointed under paragraph (a) and the costs, if any, incurred in the management of the society, shall be paid out of the funds of the society.