Section 19 in Tamil Nadu Co-operative Societies Rules, 1988
19. Conditions and procedure for conversion of a society into a different class or category.
(1)No society shall convert itself into a society of a class or category different from the one to which it belongs unless,-(a)the principal object for which the society is registered no longer exists or the society cannot render service to its members;(b)the society after conversion will comply with the requirements of sound business and has reasonable chances of success; and(c)the area of operations of the society after conversion will not overlap the area of operations of another society of the class or category into which the society is proposed to be converted, save as permitted by the Registrar.(2)Subject to the provisions of sub-rule (1), any society may, at a meeting of its general body specially called for the purpose, of which at least fifteen clear days' notice shall be given to its members, resolve to convert itself by an amendment of its bye-laws into a society of a class or category different from the one to which it belongs. The said resolution (hereinafter in this rule referred to as the preliminary resolution) shall include the proposed amendments to the bye-laws.(3)(a)A copy of the preliminary resolution shall be sent to all the members and creditors of the society.(b)Any member of the society may, notwithstanding any bye-law to the contrary, by notice given to the society within a period of one month from the date of receipt by him of the preliminary resolution, intimate his intention not to continue as a member of the society and to withdraw his share or interest in the capital and other moneys due to him.(c)Any creditor of the society may, notwithstanding any agreement to the contrary, by notice given to the society within a period of one month from the date of receipt by him of the preliminary resolution, intimate his intention to demand a return of the amount due to him.(4)After the expiry of two months from the date of despatch of the preliminary resolution to all the members and creditors of the society, a meeting of the members of the society, of which at least fifteen clear days' notice shall be given to its members, shall be convened for considering the -preliminary resolution. If, at such meeting, the preliminary resolution is confirmed by a resolution passed by a majority of not less than two-third of the members present and voting either without changes or with such changes, as, in the opinion of the Registrar, are not material, he may, on receipt of a copy of such resolution signed by the President and not less than two members of the board who were present at the meeting of the general body and bearing the seal of the society, register the amendment to the bye-laws adopted by the society subject to the provisions of sub-rules (1) and (6) and of section 9. On such registration, the conversion shall be deemed to have taken effect.(5)At the meeting referred to in sub-rule (4), provision shall be made by another resolution for-(a)the repayment of the share or interest in the capital and other moneys due to all the members who have given notice under clause (b) of sub-rule (3); and(b)the satisfaction of the claims of all the creditors who have given notice under clause (c) of sub-rule (3):Provided that no member or creditor shall be entitled to such repayment or satisfaction until the amendments to the bye-laws are registered under sub-rule (4).(6)If, in the opinion of the Registrar, the provision made for the repayment of the share or interest in the capital and other moneys due to the members and the satisfaction of the claims of the creditors referred to in sub-rule (5) is not satisfactory, the Registrar may refuse to register the amendment to the bye-laws adopted by the society.
