Section 38 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 38 says who forms the general body of a multi-State co-operative society, where its authority sits and how a member that is itself a society may be represented. The general body consists of all the members. The bye-laws may instead set up a smaller body of delegates. The ultimate authority of the society vests in the general body, without taking away powers the Act, the rules or the bye-laws give to the board or an officer.
The section is read as per the Ministry of Cooperation copy of the Act read with the Multi-State Co-operative Societies (Amendment) Act, 2023; it was not amended in 2023. If your society is deciding whether to use a delegate body or how its member societies should attend, a legal consultation can help with the bye-laws.
The general body consists of all the members (s.38(1)). If the bye-laws provide, a smaller body of delegates elected or selected under them exercises the powers of the general body that are prescribed or specified in the bye-laws. Ultimate authority vests in the general body, but the board and officers keep the powers the Act, rules or bye-laws give them (s.38(2)). Member societies are represented only through specified office-holders or an administrator (s.38(3)). Section 38 was not amended in 2023.
Sub-section (1): all the members, or a smaller body
"The general body of a multi-state cooperative society shall consist of all the members of such society". That matches section 3(l), which defines "general body", in relation to a multi-State co-operative society, as all the members. For a national co-operative society or a federal co-operative, the definition in section 3(l) speaks of delegates and includes "a body constituted under the first proviso to sub-section (1) of section 38". The wording of section 3(l) is garbled in print; see Section 3, clauses (i) to (p).
The first proviso. "Provided that where the bye-laws of a multi-state cooperative society provide for the constitution of a smaller body consisting of delegates of members of the society elected or selected in accordance with such bye-laws, that smaller body shall exercise such powers of the general body as may be prescribed or as may be specified in the bye-laws of the society."
Three points:
- The smaller body exists only if the bye-laws provide for it.
- Its members are delegates "elected or selected in accordance with such bye-laws".
- It exercises only such powers of the general body as may be prescribed or specified in the bye-laws. Which powers may be given to it is left to rules or bye-laws and this article gives none. The Multi-State Co-operative Societies (Amendment) Rules, 2023 were notified on 4 August 2023 (G.S.R. 591(E)); the consolidated Rules should be checked.
Sub-section (2): ultimate authority
"Subject to the provisions of this Act, the rules and the bye-laws, the ultimate authority of a multi-state cooperative society shall vest in the general body of its members".
The proviso. "Provided that nothing contained in this sub-section shall affect the exercise by the board or any officer of a multi-state cooperative society of any power conferred on such board or such officer by this Act or the rules or the bye-laws."
So the general body is supreme in the sense that its authority is ultimate, but it is subject to the Act, the rules and the bye-laws, and the board and officers retain whatever powers those documents give them. The Act does not list the functions of the general body in section 38; some of its business is in the annual general meeting provision (s.39(1)), for example consideration of audited accounts, disposal of net profits and election of board members, and it is covered in Section 39.
Sub-section (3): how a member society is represented
"Where in any meeting of the general body or the board of a multi-state cooperative society, a cooperative society or another multi-state cooperative society is to be represented, such cooperative society or other multi-state cooperative society shall be represented in such meeting only through the Chairperson or the president or the Chief Executive or a member of the board of such cooperative society or other multi-state cooperative society, as the case may be, if such member is so authorised by the board and where there is no board of such cooperative society or other multi-state cooperative society, for whatever reasons, through the administrator, by whatever name called, of such cooperative society or other multi-state cooperative society."
| Representative of a member society | Condition |
|---|---|
| Its Chairperson | May represent |
| Its president | May represent |
| Its Chief Executive | May represent |
| A member of its board | Only "if such member is so authorised by the board" |
| Its administrator, "by whatever name called" | Where there is no board "for whatever reasons" |
The word "only" is key: no one outside this list may represent a member society. The sub-section applies to meetings of the general body and of the board, so it covers a member society that has a nominee on the board too.
The proviso. "Provided that where the bye-laws of a multi-state cooperative society provide for representation of other institutions in any meeting of general body or the board of such multi-state cooperative society, such institutions shall be represented through its nominee." So for institutions other than societies, the bye-laws may provide for representation and the institution acts through its nominee.
Section 32's proviso, which allows a member society to appoint a representative to vote, is "subject to" this sub-section; see Sections 31-32.
What the 2023 Amendment Act changed
| Provision | Before | After |
|---|---|---|
| Section 38(1), (2), (3) and provisos | As printed above | No change |
| Related: section 3(l) "general body" | As printed (garbled) | Not amended in 2023 |
A practical example
Lohit Valley Co-operative, an invented multi-State society, has 12,000 members spread across three States, which makes a single meeting of all members impractical. Its bye-laws provide for a delegate body of 300 delegates elected by regions, and specify that this body exercises certain powers of the general body. Under the proviso to section 38(1), that smaller body exercises only the powers the bye-laws specify or the rules prescribe. One of its members, a State dairy co-operative, sends its Chief Executive to the meeting. That is allowed under sub-section (3). If the dairy co-operative's board had been superseded and an administrator was in charge, the administrator would attend. A manager who is none of these cannot represent it.
For the full scheme of the Act, see the complete guide.
Need help with your general body structure?
Choosing between a full general body and a delegate body, and drafting who may represent member societies, are bye-law decisions with consequences for every meeting. A legal consultation can review the wording.
Key takeaways
- The general body consists of all members; bye-laws may create a smaller body of delegates.
- The delegate body exercises only the powers prescribed or specified in the bye-laws.
- Ultimate authority vests in the general body, subject to the Act, rules and bye-laws.
- The board and officers keep the powers given to them.
- A member society is represented only through its chairperson, president, Chief Executive, an authorised board member or its administrator.
- Section 38 was not amended in 2023.
Read next
- Section 39: annual general meeting of the general body
- Section 40: special general meeting of the general body
- Sections 36-37: transfer of interest on death and past-member liability
- MSCS vs State co-operative society: comparison
Disclaimer: Based on the Ministry of Cooperation copy of the Multi-State Co-operative Societies Act, 2002 read with the Multi-State Co-operative Societies (Amendment) Act, 2023 (in force from 3 August 2023), as consulted on 2 October 2026. The Multi-State Co-operative Societies Rules, 2002 as amended, later notifications and later amendments are not covered and should be checked. This article is general information, not legal advice; check the official text before acting.