Section 59 in The Goa Co-operative Societies Act, 2001
59. Board of directors.
(1)The management of every society shall vest in a board of directors constituted in accordance with this Act, the rules and bye-laws, which shall exercise such powers and perform such duties as may be conferred or imposed by this Act, the rules and the bye-laws.(2)The term of office of the board of directors elected after the commencement of the Goa Co-operative Societies Act, 2001 shall be five years from the date of its election:Provided that where in terms of the provisions of the bye-laws of a society one-third members of its committee or board of directors retire every year, the term of office of such a committee or board shall, after the commencement of the Goa Co-operative Societies Act, 2001 expire on the date on which retirement of any of its one- third members falls for the first time.(3)The size of the board of directors shall be in accordance with the bye-laws, subject to a maximum of 15 directors. The chief executive shall be an ex officio director of the board.(4)The board shall have a Chairman and such other office bearers as may be provided in the bye-laws who shall be elected from among the directors in the manner provided in the bye-laws:Provided that no director who is representing individual members on the board of directors of an Apex or Federal Society shall be a Chairman or other officer of such society.(5)The board of directors may set up committees from among its directors and others for specific purposes and such committees shall submit their reports with recommendations or observations to the board for action, within the time specified by the board.(6)Every director and employee of a society while exercising his powers and discharging his duties shall,-(a)act honestly and in good faith and in the best interests of the society; and(b)exercise such due care, diligence and skill as a reasonably prudent person would exercise in similar circumstances.(6A)[ The members of the committee set up by the board of directors or the board of directors, as the case may be, shall be jointly and severally responsible for the decisions taken by them during their term, relating to the business of the society. They shall be jointly and severally responsible for all the acts and omissions which are detrimental to the interest of the society. Every such member or director, shall execute a bond to that effect, within fifteen days of his assuming the office, in the form as specified by the Government by general or special order. The member or director who fails to execute such bond within specified period shall be deemed to have vacated his office:Provided that before fixing any responsibility mentioned above, the Registrar shall inspect the records of the society and decide as to whether the losses incurred by the society are on account of acts or omissions on the part of the members of the committee or of directors or on account of any natural calamity, accident or any circumstances beyond the control of such members or directors:Provided further that any member of the committee or director of board of directors who does not agree with any of the resolution or decision of the committee or of board of directors, may express his dissenting opinion which shall be recorded in the proceedings of the meeting and such member or director shall not be held responsible for the decision embodied in such resolution/decision and/or for such acts or omissions committed by the committee or board of directors as per such resolution/decision. Such dissenting member or director, if he so desires may also communicate in writing his dissenting opinion to the Registrar within seven days from the date of such resolution/decision:Provided also that any member or director who is not present for the meeting of the committee or board of directors in which the business of the society was transacted, and who has not subsequently confirmed the proceedings of that meeting, such member or director shall also not be held responsible for any of the business transacted in such meeting.] [Inserted vide Amendment Act 6 of 2010.].(7)A director or employee who is guilty of misappropriation, breach of trust or any other omission or commission, resulting in loss to the society as a result thereof, shall be personally liable to make good that loss, without prejudice to such criminal action to which he is liable under the law.
