Section 32 — Functions, responsibilities and powers of board.

(1) The board may perform functions, discharge responsibilities and exercise powers as specified in and in accordance with the terms, conditions and procedure laid down in the articles of association :

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Provided that the following functions, responsibilities and powers shall be those of the board :

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(a) to interpret the organizational objectives, to set up specific goals to be achieved towards these objectives, and to make periodic appraisal of operations ;

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(b) to elect and remove office bearer ;

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(c) to appoint and remove the chief executive ;

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(d) to make provisions for regulating the appointment of all employees of the cooperative and the scales of pay, allowances and other conditions of service including disciplinary action ;

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(e) to finalize long term perspective plan, annual plan and budget, and to direct the affairs of the cooperative in accordance with the plan and budget approved by the general body ;

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(f) to arrange for funds ;

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(g) to authorize acquisition and disposal of immovable property ;

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and

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(h) to frame, approve and amend regulations relating to services, funds, accounts and accountability, and information and reporting systems.

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(2) Every director of a cooperative while performing functions, discharging responsibilities, and exercising powers shall,

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(a) act honestly and in good faith and in the best interest of the cooperative ; and

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(b) exercise such due care, diligence and skill as a reasonably prudent person would exercise in similar circumstances.

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(3) A director who is guilty of misappropriation, breach of trust or any other omission or commission, resulting in last or shortfall in revenue to the cooperative, shall be personally liable to make good that loss or shortfall, without prejudice to any criminal action to which the director may be liable under law.