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shr,i Kanyaka Nagari sahakari Bank Ltd; chandrapur

PROPOSED AMENDMENT TO BYE.LAWS FOR APPROVAL OF

SPECI,AL GENERAL BODY MEETING Dt.2710612021

amendment

mentLawsin the

Bye-Laws

Proposed

In terms of circular

DoR (rcB), BPD.

Cir. No. B I12,05,002 I 2019-

20 datedDecember 31,

2019 it ismandatory forUCBs having

deposit size 100

crores and above

to constitute Board

of Management bY

making necessary

amendment in BYe

laws.

The constitution of Board of

Management to assist the Board

of Di,rectors on foryulation Spoliry and other related matters for

proper functioning of Bank' The

objective, functions, size of FoM,Qualification of members,

Meetings of BoM, Sitting Fees &

Tenure- of .BoM' Details are as

under:-

1. Objective

Under the present legal frameworl$

the Board of Directors of Ba*pefform both the executive and

superuisory roles and has the

responsibility to oversee the

functioningof Bank as a co-operative

society as well as its functions as a

bank, Accordingly, it is proposed to

implement a Eoard of Managemen!

consisUng of members with sPeclal

knowledge and Practica:l

experience in banking to facilitatq

professional management an{

iocused attention to banking related

activities of the Bank'

2. Functions of Board of

Management

i. Rendering expert advice

on all Proposals being Put"'UP to the Board or any

committee of the Board fot'

sanction of loans.

ii, Recommending action

for recovery of NPAs, One

Time Settlement or

ComPromise Settlement

and assisting the Board in

monitoring the same'

Overseeing the

management of funds and

borrowings in the bank

Recor,nmendingproposals for investment

of banKs funds as Per the

board approved PolicY'

Oversight on internal

controls and sYstems andV.

risk

proper functioning of Bank, The- objectivc, functions, size of BoM,

Qualification of , members,

Meetings of BoM, Sitting Fees &,

Tenure of BoM. Details are as under:''1, Objective

Under the present legal frarnework,

,the Board of Directors of Bank

perform both the executive ary,, supetvlsory roles and has the

responsibilitY. . 'to - oversee the

functioning of Bank' as a co-operative

socie,ty, as welli as its functions as a

bank, Accordingly, it is proposed to

implement a Board of Management

consisting of members with speclal

knowledge. ' and PracUcal

experience in banking to facilitate

professional management and

focused attention to banking related

activities of the Bank,'2. Functions of Board of

Malaggment

i.- ' 'Rendering exPert advice on

all ProPosals being Put uP

to the Board or any

committee of the Board for' sanction of loans,

ii. Recommending action forrecovery of NPAs, One

Time Settlement or

ComPromise Settlement

and dssisting the Board in

monitoring the same.

iii.' Overseeing the

management of funds and

borrowings in the bank

iv. Recommendingproposals for investment

of banKs funds as Per

theboard aPProvedpoliry,

v. Oversight on internal

: coritrols and sYstems and

ofBoardofconstitutionTheto theassist BoardManagement

formdlationon ofDirectors'o{mattersrelated forand 0the!'policy

in the

n:

Exlsting

Bye

Laws

Bye Laws

No.

iv,

insertion

... . ":"'..: .- -:.'.-- "'r

New

,Bye-

The BOM (excluding CEO) $rall

have a minimum of five members'

The maximum number of members

in BoM shall not exceed twelve' The

CEO will be non voting member'

4. Qualification of Members

Bank

Exercising oversight on

implementation of

comPuterization,

technologyadopUon and

other incidental issues inttrc

bank.

vii. OVerseeing internal atd'it

and insPection functions

includingcomPliance'

viii. 0versight on complaint

redressal sYstem

lx. Assisting the Board in

formulation of Policles

related to bank*ng

functions illustrativelY

Loan Poliry, Recovery

PolicY ALM and Risk

that Policies are in tune witla

, ' RBI guidelines

x, AnY other responsibilitYas

may be delegated to it bY

3. Size of BOM

All the members shall consist of

persons having sPecial

i<nowledge or practical experience

in respeCt of one or more of the

following matters namelY :-

i. Accountanry

ii, Agriculture and Rural

EconomY

iii, , Banking

iv, Co-oPeration

v. Economics

vi. Finance

vii, Law

viii. Small Scale Industry

ix. Information Technology

x. AnY other subject, whldt

would , in oPinion of the

Reserue Bank of India,be

useful of the Bank

II. The members of BoM shaH at

all times satisfY the "Fit and

ProPer" criteria as Per RBI

Members

However,provided

specifled.

guidelines.BoMthe beof may

ofmembersthefromdrawnDlrectorsofBoardthe

themeet criterlatheynot more

of50 thepercentthan BoM

BoD,beshallmembersBOMallUnder

ix. Assisting the Board !n

foimulation of Policles

functioni illustrativelY

Loan PolicY, - Recovery

PolicY. ALM and Risk

Management etc. to ensure' that Policies are in tune wittt

RBI guidelineq

x" AnY other responsibility as

may be delegated to it bY

BoD

The BOM (excluding CEO) shall hSve

a minimurn of five members' The

maximum number of members ln

BoM shall not' exceed twelYe' The

CEO wilt be non voting member'

Bank

vi. Exercising oversight on

imPlementation of

comPuterization,

techn ologYadoPtion and

other incidental issues ln

the bank.

vii, Overseeing internal

audit' and' insPection-functions

including

comPliance'

viii. Oversight on comPlaint

redressal rystem

4. Quatificdtion of Members

l) AII the members shall consist of

persons having sPecial

i nowteOge 0r practicalexperlence

in resPect of one or more of the

following matters namely :-

i" Account9ncY

li. Agriculture and Rural

EconomY

viii, 'Small

Scale Indusfi

,tx* .Information TechnologY

x. AnY other subject, rylldlwoUld , in oPinion of the

Reserve'Bank of India,be' , useful of the Bank

[) The-members of BoM shall qt

all times satisfY :he "Fit ard

ProPer" criteria as Per RBI

u)

3. Size of B0lrt

iii. . Banking

iv.' -Co''oPeration

v. Economic6

vi. Finance

vii. Law

i ....-. ""

-'.:-'.' ' ' '

have at least two members

from outside the BoD,

IV, A member of BoM can be

appointed in more than

oneBank ,subject tomaximum three ,Provided ffutthere is no overlaPping in area'

of oPeration.

Any disqualificatlon

prescribed for member of a

BoD - under resPective co-

operaUve societies act will also

apply to a members of BoM

5. lvteeting of BoM

BoM may hold meetings at sffiperiodicitY as deemed necessary'

The Chairman of BoM may be

selected bY the members of BoM

from amongst themselves or

appointed bY FoD'_. Under rlo

circumitances the Chairman of

the BoD shall be aPPointed as

Chairman of the BoM and the Bank

shall maintain Proper record of heminutes of the meeting and tfie

same shall be Put uP to BoD . 'fhe

quorum of the meeting shall be two

-third of the total members of BoM,

6. Sitting fees

Mentbers of BoM may be Pald

allowance /sitting fees for thelr

seruices as may be decided bY the

BoD.

7. Tenure of Bolrt

The tenure of BoM shall be 'co-

terminus with tenure ofBoD

at least two mernbers from

outside the BoD'

iv) A member of BoM can be

appointed in more than one

Bank ,subject to maximum

thr-ee ,prbvided that there ls no

overl-appjng in area of operation.

v) Any disqualification prescribed

for member of a BoD under

respective co- oPeratlve

societies act will also aPPIY to a

members of BoM

I. Meeting of Bol,t 1

BoM may hold meetings at such

periodicity 'as deemed necessalY'

The Chairman of BoM may be

selected bY the members of BoM"

from amongst themselves or

appointed bY BoD, Under no

circumstances the Chairman of the

BoD shall be aPPointed as

Chairman of the BoM and the Bank

shall rnaintain proper record of the

minutes of the meeting and the

same shall be Put uP tq BoD ' The

quorum of the meeting shall be two -third of tlre total members of BoM. '

Sitting fees

Members - of BoM' may be Pald

allowance /sitting f€es for thelr

seruices as may be decided bY the

BoD.

7. Tenure of BoM

The tenure of BoM shallbe co-terminus

rvith tenure of BoD

circumstances, BoM shall

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