1. NAME, ADDRESS AND AREA OF OPERATION.

The name of the Cooperative Society shall be the Haryana Dairy Development Cooperative Federation Limited (hereinafter called Federation). Its short name shall be '"DAIRY FED". Its Registered address shall be at Ambala with Headquarter at Chandigarh. Any change in the address shall be notified to the Registrar within 30 days. The area of operation of the Federation shall extend to the whole of Haryana State.

2. DEFINITION:-

2.1 In these Bye-Laws, unless there is anything repugnant in the subject or context:-

• "Act" means the Haryana Cooperative Societies Act,1984.
• "Board"means the Board of Directors of the Federation as prescribed in these bye-laws.
• "Chairman" means a member of the Board who has been elected/nominated as Chairman of the Federation as per the provisions of the Act, Rules and bye-laws.
• "Commodities" means Milk, Milk Products, Cattle Feed, raw or processed Agriculture products, dairy and food packaging material, equipment, machinery etc.
• "Federation" means the Haryana Dairy Development Cooperative Federation Limited.
• "Member" means the member of the Federation enrolled as prescribed in these bye-laws.
• "Milk Unions" means the District Cooperative Milk Producers Union in Haryana State affiliated with the Federation.
• "Managing Director" means the Managing Director of the Federation appointed as such by the Government under the provisions of Haryana Cooperative Societies Act.1984 but where no such Managing Director is appointed by the personnel Committee of the federation as per provisions of the bye laws.
• "Registrar" means a person appointed as Registrar Cooperative Societies under Haryana Cooperative Societies Act,1984 and includes any person appointed to assist him when exercising all or any of the powers of the Registrar
• "Rules" means the Rules made under the Haryana Cooperative Societies Act,1984.
• "General Meeting" includes Annual and Special General Meeting.
• "Milk Society" means a Primary Milk Producers Cooperative society registered under the Act
• "Personnel Committee" means the committee constituted under the provisions of these bye-laws.
• "Government " means Government of Haryana State.
• "Cooperative Year" means accounting year ending with 31st day of March.

3. OBJECTS

3.1 The objects of the Federation shall be to promote economic interest of milk producers of Haryana State particularly belonging to economically weaker section thereof. by purchase and processing of milk into milk products and marketing thereof by itself and/or through Milk Unions and by undertaking allied activities as are conducive for the promotion of Dairy Industry such as improvement of milch cattle and promotion of milk production.

3.2 In furtherance of the above objects. the Federation may undertake one or more of the following activities.

• To purchase and/or erect buildings, plants, machinery and other ancillary equipment to carry out its business and to advise and assist the Milk Unions on the above matters wherever necessary.
• To acquire, establish, construct provide, maintain and administer factories, transport, estates, build vards wells, water resources. channels, pumping installation, purification plants, pipelines, carriage, storage sheds and accommodation of all description for facilitating the business of Federation and to assist and guide the Milk Unions on above matters wherever necessary.
• To manufacture, store, maintain, sell, buy, repair, alter exchange, let on hire, export, import and deal in all kinds of articles and things which may be required for the purpose of any of the business of the Federation as are commonly supplied or dealt in connection with any of the business of the Federation and to advise or assist the Milk Unions on the above matter wherever necessary.
• To purchase commodities from members and deal with non-members for marketing of their products subject to such conditions as may be decided by the Board from time to time.
• To study problems of mutual interests, related to production, procurement and marketing of dairy and allied products.
• To make necessary arrangements for transport of milk and milk products.
• To advise, guide and assist the Milk Unions in all aspects of management, supervision and audit.
• To purchase or assist in purchasing of raw material packaging material etc. or to collaborate with someone if need arises.
• To arrange to impart training to staff of all Milk Unions and milk societies.
• To market its products under its own trade mark/brand name or with Milk Unions trade mark/brand name:
• To promote the organization of Milk Societies through the Milk Unions.
• To establish research, development and quality control laboratories; and to assist the milk union in such programme;
• To plan development ,strategies and programme to increase the volume of production, procurement of raw material for the Federation and the Milk Union and for effective marketing of the same.
• To render technical ,administrative , financial help to Milk Unions and to enter into collaboration with them, if need arises.
• To advise the member unions on price fixation, public relations and allied matters.
• To create trusts and funds for the welfare of the employees.
• To undertake periodical inspections of the Milk Unions.
• To establish independent Research and Development Associations, to contribute to its funds and to raise funds for the same from Milk Unions.
• To organize and encourage saving schemes and propagate the concept and benefits of the Cooperative Movement.
• To work as an Administrator of Milk Unions, if so required by the Registrar or to take over the management of any Milk Unions partially or fully, if so permitted under the provisions of the Act, Rules and bye-laws.
• To assist the Milk Unions to own and rear herd of cattle as may be required to undertake the breeding programme in the areas.
• To encourage fodder production through Milk Union for the members of the Milk Societies.
• To assist in purchase of milch animals by the Milk Unions for milk producers.
• To prescribe and enforce standards of quality of dairy and allied products to be marketed by the Milk Union and/or the Federation.
• To carry out negotiations with Government and /or other organizations.
• To suggest measure for increasing the productivity of the Milk Unions and to assist them in implementing the same.
• To undertake market research.
• To plan overall production programme of the Federation and Milk Unions keeping in view the market strategy.
• To insure against risk to movable and immovable property of the Federation.
• To undertake export of dairy and allied products.
• To undertake consultative services in the field of marketing.
• To run a dairy wherever necessary outside the area of operation of the Milk Unions.
• To undertake such other activities as are conducive or incidental to attainment of the main objects of the Federation.

4. MEMBERSHIP

4.1 The membership of the Federation shall be open to:-

• Milk Unions
• Government

Each member shall have to deposit admission fee of Rs.100.00 value of atleast one share, provided that Govt. may not pay any amount by way of admission fee.

4.2 The person having financial and business dealings with the union such as suppliers, contractors, selling agents, their sureties etc. may be admitted by the Board as associate members of the Federation. Such associate members shall not be required to hold any share but shall have to pay admission fee of Rs.100/- each. They shall have no right to vote or to participate in the management of the Federation or in the distribution of profits. They shall confine to be members so long as they have business relations with the Federation. They shall incur no l iability in any event including winding up of the Federation.

4.3 Applications for admission as a member shall be made to the Managing Director in the form, if any, specified by the Federation for the purpose.

4.4 Every application for membership shall be disposed off by the Board who shall have power to grant or refuse admission. In case of refusal, reasons thereof shall be recorded and communicated to the applicant.

4.5 Milk Unions having signed the application for registration of the Federation shall be considered as members of the Federation.

4.6 A member shall pay the entire amount of subscribed share capital at the time of allotment of shares.

4.7 The Federation shall have the right to call upon members to subscribe share capital and/or purchase debentures in proportion to the business transacted through the Federation.

4.8 A share certificate shall be issued every time when a share is paid by a member.

4.9 A duplicate share certificate shall be issued in the event of loss or damage of the share certificate(s) by a member with the written approval of the Board of Directors on payment of Rs.10/- per share, against an indemnity bond to be furnished by the members.

4.10 A member may with the approval of the Board transfer its share(s) after holding for at least one year to another member or to a non-member who is eligible for membership of the Federation and is enrolled as a member of the Federation. A transfer shall not be considered as complete, untill the name of the transfree has been entered into the share Transfer Register and a fee of Rs.10/- per share has been paid.

5. FUNDS:-

5.1 The Federation may raise funds from one or more of the following sources:-

• Shares
• Debentures
• Deposits
• Loans
• Grants, Aids and Subsidies
• Donations
• Admission fees

5.2 The Federation may accept loans, advances, grant-in-aid and subsidies from any development agency, any financial institution or Government as per the terms and conditions mutually agreed upon between the Federation and the Development Agency, Financial Institution or Government as the case may be.

5.3 The authorized share capital of the Federation, shall be Rs.40/- crores divided into 4 lakh shares of Rs.1000/- each.

6. MAXIMUM BORROWING LIMITS:-

6.1 The funds of the kinds specified in 5 b,5 c, and 5d, i.e. debentures, deposits and loans to be raised, shall not exceed twelve times of the paid up share capital of the Federation.

7. LIABILITIES

7.1 The liability of members of the Federation for meeting any deficit in the assets of the Federation in the vent of its being wound up, shall be limited to the paid up share capital only.

8. INVESTMENT OF FUNDS

8.1 The properties and funds of the Federation shall be invested in accordance with the provisions of Act and Rules.

9 EXPULSION FROM MEMBERSHIP

9.1 Subject to the provisions of the Act, any member may be expelled after providing an opportunity of being heard by a resolution of 2/3rd majority of members present at a General Meeting and voting for any of the following reasons:-

• If the member is a persistent defaulter and habitually fails to carry out its obligations to the Federation.
• If the member willfully deceives the Federation by false statements.
• If the member does any act likely to injure the reputation of the Federation.

10. CESSATION FROM MEMBERSHIP

10.1 A member of the Federation shall cease to be a member if:-

• its registration is cancelled, or
• its resignation is accepted by the board, or
• it transfers all its shares to another Milk Union, or
• it is expelled by the General Body, or
• it fails to fulfil the obligations mentioned in the bye-laws No.11,or
• it fails to pay shares and/or debentures as called upon by the board.

10.2 Board of Directors shall be competent to cease a member from membership of the Federation after providing of an opportunity of being heard.

10.3 Any Milk Union ceasing to be a member shall be entitled to receive back the amount of Share Capital paid by it, by way of transfer of its shares to any other member within a period of one year from the date of ceasing.

11. OBLIGATIONS OF MEMBERS

11.1 Every member of the Federation shall:-

• Plan the procurement schedule as per the directives of the Federation.
• process, manufacture and market all of the dairy and allied products as per direction of the Federation, undertake marketing of milk and milk products outside the jurisdiction of the union only through the Federation.
• adhere to the programme, schemes and plans provided by the Federation in respect of all activities, such as procurement of milk and other raw material ,production under different brands and trade marks, quality of milk products and prices thereof and organization of milk societies.
• adhere to the standard of quality and pricing suggested by the Federation

11.2 Failures on the part of the members to fulfill the above and other such obligations shall make them liable for consequential losses to the Federation as may be decided by the Board.

12. ORGANIZATION AND MANAGEMENT

12.1 The management of the Federation shall comprise of:-

• General Body
• Board of Directors
• Personnel committee
• Chairman
• Managing Director

13 GENERAL BODY

13.1 There shall be a General Body consisting of:-

• Chairman of each Milk Union.
• Government nominees.

14. POWER OF GENERAL BODY

14.1 The supreme authority of the Federation shall be vested with the General Body subject to powers and functions assigned in the Act, Rules or bye-laws.

14.2 The following among other matters shall be dealt with by the General Body:-

• Consideration and adoption of Annual Report, Statement of Accounts of last year, Review of activities of current year and approval of programme of activities for ensuing year presented by the Board.
• Consideration of audit report
• Distribution of profits
• Approval of budget estimates for the ensuing year.
• Expulsion of members
• Amendment and repeal of any existing bye-laws or the enactment of new bye-laws provided that all such amendments shall require their registration by the Registrar Cooperative Societies, Haryana.
• Approval of expenditure incurred over and above the sanctioned budget of the Federation.
• Allowance to be paid to the members of the Board for attending Board or other meetings.
• Any other matter laid before it by the Board.

15 MEETING OF THE GENERAL BODY

15.1 Meeting of the General Body of the Federation shall be held at least once in every accounting year under a resolution of the Board.

15.2 A special meeting of the General Body shall be called by the Managing Director of the Federation within one month of the written requisition from atleast one third of the member of the board or from Registrar, Cooperative Societies, Haryana, The requisition shall be sent to the Managing Director of the Federation and shall state the object for which special meeting of the General Body is to be called.

15.3 Atleast 15 days clear notice along with agenda note shall be given for the meeting of the General Body to all members who constitute the General Body.

15.4 The quorum for the meeting of the General Body shall be one-third of strength of the General Body. If there is no quorum for a meeting, it shall be adjourned to such date and time as the Chairman of the meeting may decide. If there is no quorum at the adjourned meeting, the business of the meeting shall be proceeded with or without a quorum.

15.5 The Chairman of the Board shall preside over the meetings of the General Body. In the absence of the Chairman, the members present in the meeting shall elect a Chairman for the meeting from amongst themselves.

15.6 All matters of the meeting of General body, other than amendment in the bye-laws shall be decided by majority of votes. In case of equality of votes, the Chairman of the meeting shall have a casting or second vote. For amendment of bye-laws procedure prescribed in the Rules shall be followed.

15.7 Every member shall have one vote. Proxies shall not be allowed.

15.8 It shall not be necessary for a member participating in the General Body Meeting to give prior notice in case of the following:-

• A motion for a change in the order of the business of the agenda.
• A motion for adjournment or dissolution of the meeting.
• A motion that a particular agenda be postponed for the next meeting.
• A motion to refer a particular agenda for consideration of Board and for report to the General Body in the next meeting.

16. BOARD OF DIRECTORS

16.1 The Board of Directors of the Federation shall consist of:

• Chairman of a Milk Union provided it has procured on an average a minimum of ten thousand kilogrames of milk per day during the last three cooperative years.
• Government nominees as per provisions of the Act.
• One nominee of the National Dairy Development Board so long as loan or interest of the above Board is not fully repaid.
• Registrar, Cooperative Societies, Haryana or his nominee.
• Managing Director as per provisions of the Act.
• one nominee of the financing institution notified as such by Government.
• Co-opted members belonging to weaker sections as per provisions of the Act.

16.2 There shall not be any election for the membership of the board of Directors of the Federation.

16.3 Where a person becomes a member of the Board of the Federation by reason of the office of Chairman, he holds in a Milk Union, he shall continue to be a member of the Board till he is the Chairman of the Milk Union, but his membership of the Board of the Board of Federation Shall terminate when he ceases to hold that office in his Union and his successor shall automatically replace him on the Board. In case the representative of the Milk Union is placed under suspension pending action for his removal from the membership of the board of Directors of the Milk Union, he shall not be competent to represent the union in the Board of the Federation till the orders placing him under suspension are withdrawn or modified.

16.4 The term of office of the members of the board who are nominees of the Government, institution shall be as indicated from time to time by the Government or the concerned institutions.

16.5 A person co-opted against the vacancy meant for a member belonging to weaker sections or scheduled castes, shall hold office till such person is available on the Board out of representatives of Milk Unions or three years whichever is earlier.

16.6 All the members of the board including the elected Chairman of the Federation shall be honorary and shall not raw any honorarium from the Federation.

16.7 There shall be no post of Vice-Chairman on the Board of the Federation.

16.8 No member of the board shall be present in a meeting where any matter of his own personal interest is being discussed, nor shall he vote on such matter.

16.9 A member of the Board may at any time, resign from his office by sending his resignation to the Managing Director of the Federation. Such resignation shall take effect from the day it is accepted by the Board.

17. DISQUALIFICATION FOR MEMBERSHIP OF THE BOARD.

17.1 A Milk Union shall not be eligible to depute its Chairman on the board of the Federation if:-

• the Union is in default in respect of any sum due from it to the Federation.
• the Union has not procured on an average a minimum of ten thousand kilograms of milk per day during the last three cooperative years.
• the Union has remained inactive and has failed to fulfil the obligations for members as laid down in these bye-laws.
• the Union is brought under winding up process or is classified as D by Audit.
• the Union has been a member of the Federation for a minimum period of twelve months.

17.2 A person shall not be eligible for membership of the board if:-

• he is in default to any cooperative society in respect of any sum due from him to the society.
• he has directly or indirectly any interest in any contract to which the Federation is a party.
• he is engaged in any private business, trade or profession of any description which is carried on by the Federation.
• he has committed any offence involving dishonesty or moral turpttued or has been convicted of an offence under Haryana Cooperative Societies Act,1984 during a period of four years prior to the date of letter/resolution deputing him on the Board of the Federation.
• he has been adjudged by a competent court to be insolvent of unsound mind.
• he holds any office of profit under the Federation, a Milk Union or a Milk Society or any other Cooperative Society in Haryana State. However, this disqualification shall not apply to the Managing Director.
• he is retained or employed as a legal practioner on behalf of or against the Federation.
• he has any interest directly or indirectly in the lease, sale or purchase of any property of the Federationduring a period of four years prior to the date of election.

18. CESSATION FROM MEMBERSHIP OF THE BOARD

18.1 A member of the board shall cease to hold office as such if:-

the Union he represents is in default in respect of any sum due from the Union to the Federation.

the Union he represents is brought under winding up process or is classified as D Class by Audit.

the Union he represents ceases to be member of the Federation.

the Union he represents is declared insolvent.

the Union he represents has failed to procure on an average a minimum of ten thousand kilograms of day during the last three cooperative years.

he becomes of unsound mind.

he is convicted of an offence involving moral turpilude or an offence under Haryana Cooperative Societies Act,1984.

he is absent at more than three consecutive meetings of the Board without leave of absence.

he becomes subject to any disqualification which would have prevented him from attaining membership of Board had he incurred this disqualification before attaining membership.

19. BOARD MEETING

19.1 The meeting of the Board shall be called by the Managing Director with 15 days clear notice but can be called on a short notice with the prior permission of Registrar. The presence of 50% of the members of the board shall from quorum for the Board meeting.

19.2 The Board may meet as often as it considers necessary but it shall meet once in every quarter.

19.3 The Chairman of the board shall preside over the meetings of the Board. In the absence of the Chairman, the members present in the meeting shall elect a Chairman for the meeting from amongst themselves.

19.4 All matters shall be decided by majority of votes. In case of equality of votes, the Chairman of the meeting shall have a casting or second vote but no such votes shall be exercised in the matters relating to election of office bearers.

20. POWERS, RESPONSIBILITIES AND FUNCTIONS OF THE BOARD

20.1 The Board of Directors shall decide the policies of the Federation. It shall have and exercise all such powers and enter into all such agreements, make all such agreements, take all such proceedings and do all acts and things, as may be necessary or proper, for the management of the Federation and for carrying out the objectives for which the Federation is established and for securing and furthering its interest subject to the provisions of the Act or such Act as shall hereafter take its place, and to any Rules which may be passed by the state Government in pursuance of the said rules and subject to these bye-laws and/or any bye-laws which may be duly made by the federation. Without prejudice to the general powers conferred by these bye-laws, the following powers and authorities are given to and conferred upon the Board:-

• To confirm the proceedings of the previous meeting.
• To purchase or take on lease or otherwise acquire land and/or buildings and/or construct buildings(s) for value exceeding Rs.1.00 lakh with the prior approval of the Registrar.
• To borrow funds acquired from time to time to carry on the business of the Federation in accordance with and subject to the provisions of these bye-laws.
• To apply to Government for exemption from holding the license required for undertaking processing of dairy product, to generate electricity for plants etc.
• To apply for the licence required under the rules of the State.
• To apply for outright purchase or otherwise by way of the licence or otherwise, any patent rights inventions, trade rights, copy rights of secret process of technical aid or Know-how which may be useful to achieve the objectives of Federation and to grant license to use the same.
• To approve the administrative set up which shall also include the staff requirements, qualifications, experience, job requirements, pay scales etc.
• To create funds and trusts for the welfare of the employees or ex-employees of the Federation or dependants of such persons.
• To institute, conduct, defend, compound or abondon any legal proceedings by or against the Federation or its officers or otherwise concerning the affairs of the Federation an also to allow time for payment or satisfaction of any debts due and to settle any claims and/or demands by/or against the Federation by arbitration or otherwise.
• To recommend to the General Body, expulsion of any member, as per the provisions of Bye-laws No.9.
• To admit members and allot share and/or debentures.
• To call upon the members to subscribe to share capital and/or debentures as prescribed in these bye-laws in proportion to their dealings in terms of unit, with the Federation
• To consider Audit Memo and approve its rectification Report for placing before the next General Meeting.
• To approve the Annual Accounts, Annual Reports and to re-commend distribution of profits earned by the Federation to the General Body.
• To fix the rate of service charges for procuring, manufacturing processing and marketing of raw material and allied products through the Federation.
• To decide pricing policy for the dairy and allied produce supplied by the members.
• To fix the charges for use of its trade mark/brand name.
• To approve the purchase and erection of plant ,machinery and other fixed assets required for the business of the Federation.
• To approve sale of any land, immoveable property or fixed assets if not required for the business of the Federation.

21. SUBSIDIARY RULES AND DELEGATION OF POWERS

21.1 In order to keep uniformity in service conditions and to maintain intimate relationship between Federation and Milk Unions, the Board may frame Staff Service Rules regarding the service conditions of its employees and/or of Milk Unions. Provided that where the above rules regulate the service conditions of employees of Milk Unions as well, the same shall also be approved by the concerned Milk Unions.

Provided further that where common rules have been adopted by the Federation and Milk Unions, the Board of the Federation may make amendment, deletions and additions where at least two-third of the concerned Milk Unions have also approved the proposed amendment.

21.2 The Board may frame Business Rules or any other Rules consistent with the provisions of the Act, Rules and bye-laws for the proper conduct of business of the Federation.

21.3 The Board may delegate ant of its powers to the managing Director or a smaller Committee constituted for the specific purpose

21.4 There shall be no permanent sub-committee from within or outside the Board except the Personnel Committee constituted under Bye-law23.

22. COMMON SEAL

22.1 The Board shall have power to issue a common seal for the business of the Federation and it shall not be used except by the authority of the Board of the Managing Director. Every deed pr documents to which the seal is affixed, shall be countersigned by the Managing Director and/or the Chairman as may be decided by the Board.

23 PERSONNEL COMMITTEE

23.1There shall be a Personal Committee comprised as under:-

• Chairman of the Board.
• one non-official elected Director nominated by the Board of Directors.
• one Director to be nominated by Government out of Government nominees and Registrar, Cooperative Societies.
• one Director representing National Dairy Development Board.
• Managing Director of the Federation.

23.2 Presence of three members shall form quorum for the meetings of the Personnel Committee.

24 POWERS AND FUNCTIONS OF PERSONNEL COMMITTEE

24.1 The Personnel Committee shall perform functions and exercise powers as under:-

• To exercise powers and perform functions as per Staff Service Rules framed for the employees of the Federation.
• To suggest arrangements for training including in-service training with a view to further improving the effectiveness and capabilities of employees of the Federation.
• To suggest administrative set up which shall also include the staff requirements, pay scales etc.
• To perform such other functions as are entrusted to it by the Board.

25 CHAIRMAN

25.1 The Government may appoint a Chairman of the Board of Directors as per provisions of the Act but where no such Chairman is appointed by the Government, a Chairman shall be elected from amongst the Chairman of the Unions, who are on the Board of Directors of the Federation in the meeting of the Board every year in the month of July. The retiring Chairman shall be eligible for re-election as per provision of the Act and Rules.

25.2 A chairman appointed by the Government or a Chairman elected by the Board shall hold office at the pleasure of Government or the board as the case may be.

25.3 The powers, duties and responsibilities of the Chairman shall be as under:-

• to preside over the meetings of the General Body, Board of Directors and Personnel Committee.
• to ensure implementation of policy decisions of Board.
• to ensure proper development of the Federation.
• to undertake such other functions as are specifically entrusted to him by the Personnel Committee or Board.

26. MANAGING DIRECTOR

26.1 The Government may appoint a Managing Director as per provisions of the Act. when no such Managing Director is appointed by the Government, the Federation may appoint a Managing Director in the manner laid down in the Staff Service Rules. The Managing Director shall be the Principal Executive Officer of the Federation and all the employees of the Federation shall function and perform their duties under his superintendence and control. He shall exercise such powers are assigned to him under the bye-laws, Staff Service Rules, or delegated to him by the Board of Director. He shall work under the superintendence and control of the Board of Directors.

26.2 >The Powers duties and responsibilities of the Managing Director shall be as under:-

• He shall have general control over the Administration, Management, Finance and Business of the Federation.
• He shall purchase or take on lease or acquire any land, building or properties not exceeding the value of rupees one lakh with the prior approval of the Registrar.
• He shall be the officer to sue or to be sued on behalf of the Federation and all bonds and agreements made in favour of the Federation shall be in his name.
• He shall have powers for and on behalf of the Federation to endorse, sign, negotiate cheques and other negotiable instruments. He shall also sign all deposit receipts and operate on the accounts of the Federation with any bank.
• he shall appoint, suspend, award punishment including dismissal from service to employees of the Federation as per provisions of the Staff Service Rules applicable to the employees of the Federation.
• He shall allow credit to buyers within limits fixed by the Board from time to time.
• He shall undertake import and export business for and on behalf of the day.
• He shall carry out negotiations with the Government and other organizations.
• He shall make necessary arrangements for transport and shortage of dairy and allied products.
• He shall arrange to insure all properties of the Federation against risks of all kinds.
• He shall arrange to import training to the employees of Federation, Milk Unions and Milk societies.
• He shall enter into agreements or contracts for purchase, sale, lease of land, buildings required for the working of the Federation and to execute documents on behalf of the Federation and to represent it in all legal actions initiated by or on behalf of the Federation.
• He shall arrange to maintain proper accounts of the Federation.
• He shall arrange to prepare the Annual Report Balance Sheet of the preceding financial year and the Budget of the Federation for the ensuing year for placing before the Board of Directors.
• He shall convene the meeting of the Board of Directors as required under these bye-laws and General Meeting as and when directed by the Board or found necessary on receipt of requisition from the requisite number of members or upon requisition from Registrar.
• He shall arrange to supervise the Milk Unions.
• He shall conduct correspondence for and on behalf of the federation.
• He shall disburse pay, allowances, including medical and traveling allowance claims as are admissible to employees.
• He shall sanction dearness allowance and other allowances as are allowed by the Government to its employees.
• He shall disburse all expenses approved by the competent authority.
• He shall fix procurement price of milk from time to time.
• He shall disburse all expenses approved by the competent authority.
• He shall disburse al expenses approved by the competent authority.
• He shall determine jurisdiction functional and territorial and Headquarters of the employees of the Federation.
• He may hire building on rent upto Rs.2000/-per month.
• He shall be competent to fix sale price of milk and milk products and to permit sale of milk products.

26.3 The Managing Director shall be authorized to delegate any of his powers, authorities and discretions vested in him by these bye-laws to any employee subject to ultimate control and authority retained by him.

27. DISTRIBUTION OF NET PROFITS

Subject to the provisions of Haryana Cooperative Societies Act,1984 and Rules framed thereunder, the net profits of the Federation shall be determined by the general body as follows:-

• Not less than 25% shall be carried to Reserve Fund.
• Not less than 10% shall be carried to bad and doubtful Debt. Fund.
• Not exceeding 5% of the profits to be carried to Cooperative Education fund of the Federation; out of which contribution as decided by Registrar may be given to the State Cooperative Development Federation.
• Not exceeding 10% per annum shall be distributed as divided on the paid up share capital.
• The balance amount of net profit after above mentioned statutory deductions shall be taken to Reserve Fund and/or will be disbursed as Bonus to Milk Unions in proportion to their business through the Federation and/or may be taken to Development Fund to be utilized for Research and Development work.

28 RESERVE FUND

28.1 Notwithstanding anything contained in bye-laws 27, all admission fees donations, other than those for specific purposes and receipt on account of forfeited shares and fines other than those collected from employees shall be carried to the Reserve Fund.

29. ACCOUNTS AND RECORDS

29.1 The Accounting year of the Federation shall be from 1st April to 31st march. Books of Accounts and other records shall be maintained as prescribed in the rules and also as directed by the Registrar with such addition as the Board may consider necessary.

30 APPLICATION OF ACT AND RULES

30.1 In the event of a conflict between these bye-laws and Acts and Rules, the provisions of the Act and Rules shall prevail.

31. AMENDMENTS

31.1 An amendment in the bye-laws shall be made as per provisions in the Act and Rules framed thereunder.

32. SERVICE OF NOTICE

32.1 When in the Act, Rules and Bye-Laws or in the Subsidiary Rules including Staff Service Rules, it is obligatory that a written notice shall be given to a member of the Federation or or of the Board to an employee the service of such notice on any person may b affected in any of the following ways:-

• by giving or tendering it to such person; or
• if such person is not found, by living it at his last known place of abode or business or giving or tendering it to some adult member of the family; or
• if the address of such person is known to the Federation by sending it to him by Registered Post; or
• by affixing it at same conspicuous part of his last place of abode or business; or
• by publishing in a daily news-paper having circulation in the area.

32.2 A receipt of a person to whom the notice is delivered or tendered personally shall be taken, in token of having delivered or tendered the notice. The receipt shall be endorsed by the person delivering the notice.

32.3 Where the person receiving the notice refuses to acknowledge in writing or the service of notice is done as at b and d above a statement of two responsible persons having witnessed the same shall be recorded by the person delivering the notice and shall be endorsed by him.

33. MISCELLANEOUS

33.1 No. act of the General Body of the Board or of the Personnel Committee or any other Sub-Committee of the board shall be deemed as invalid by reason of any defect in the election of a member there of or by reason of any vacancy therein not having been filled in.

34. REPEAL AND SAVING

34.1 The Bye-Laws of the Federation registered on 26th August,1980 are hereby repealed but notwithstanding such repeal, anything done or any action taken under the repealed Bye-laws shall, to the extent of being consistent with these bye-laws be deemed to have been done or taken under these bye-laws.

We, the authorized officers of the Haryana Dairy Development Cooperative Federation Ltd., as authorized by the general Body vide resolution No. AGM 3/13/89, dated 5th may,1989, request that the proposed amendment be registered under Section 10 of Haryana Cooperative Societies Act,1984. we also certify:-

• that the proposed Bye-laws are model bye-laws and were circulated and explained to the members in the General Body.
• that the provisions of Haryana Cooperative Societies Act,1984 and Rule 10 of Haryana Cooperative Societies Rules,1989 have been complied with.
• that the proposed Bye-Laws are not contrary to the provisions of the Act and the Rules, does not conflicts with the Cooperative principles and will promote the economic interest of its members.
• that the proposed amendments were carried in a General Body Meeting attended by 13 out of 15 members vide resolution No. AGM 3/13/89, dated 5th May,1989 unanimously..
• that all the three copies tally with each other.