Cooperatives CAT of Services (THE HOUSE OF-in)

MODEL
OF STATUTES OF A COOPERATIVE OF SERVICES

CHAPTER
AND. - BASES OF THE COMPANY

Article
1. - Denomination, Legal Diet

With
the Catalan Cooperative denomination of “(1) Company
Limitada” a cooperative of services is constituted, it clamps to the
principles and disposals of the Law of cooperatives of Catalonia (2).

Article
2. - Object and activities

L’objecte
d’aquesta cooperative company is …(3).

Article
3. Operations with third party

It
cooperative will be able to make operations with third party than
members are without any other limitation that the
established in the Law 18/2002, of 5 July, from cooperatives.

special, this disposal gets along applicable to the
activities and operations clear-cut and related in article 2
former.

Article
4. - Duration

It
company constitutes itself for time... (4) and its activities
they start since the moment of its constitution (5).

Article
5. - Social address and territorial area

It
social address of the cooperative settles to... (6) and is been able
moving to another place in the same municipal term from agreement
of the Ruling Board; the change of address out of this case requires
the agreement of the General Assembly that modifies this precept
statutory.

It
cooperative develops mainly its activity
cooperativitzada in … (7).

CHAPTER
II. - OF THE MEMBER PERSONS (8)

Article
6. - Member persons

They can
being member persons all persons that they can carry out
the object and the activities specified to the article 2 of these
statutes.

Article
7. - Requirements for l’admissió

1.-
For l’admissió d’una person as a member, it is necessary that
the following requirements (9) are fulfilled:

a)
Fitting to the distinguished one in l’article 6 d’aquests statutes.

b)
Having capacity d’obrar d’acord with the one that dictates the Code
Civilian (10)

c)
Subscribing compulsory l’aportació and making it
effective in accordance with the articles 55 and 56 of the Law of cooperatives
of Catalonia.

Article
8. - Duties to the members

Them
members are forced to (11)

a)
Making the outlay of compromised l’aportació and fulfilling
the economic duties that it corresponds them.

b)
Attending the meetings of the general assemblies and d’altres
organs that are summoned.

c)
Accepting the social charges except justified cause
appreciated by the General Assembly.

d)
Fulfilling the agreements validly adopted by the organs of
government.

e)
Participating in the cooperativitzada activity that it develops the
cooperative in the following minimum amount
obligatòria….(12).

f)
Not dedicating oneself to activities of competence with the cooperative
not even collaborating with that one who carries them out, unless they are
expressly authorized by the Ruling Board.

g)
Participating in the activities of formation and intercooperation.

h)
Guarding secret about those matters and datum of the
cooperative, the divulging of which it can prejudice the
social interests.

i)
Fulfilling those other duties that result from legal precepts and
of these statutes.

Article
9. - Rights of the members

Them
members have the right to (13):

a)
Participating in the realization of the social object of the
cooperative, without any discrimination.

b)
Electing and to be elected for the charges of the organs of the
company.

c)
Participating, with voice and vote, in the dam of agreements to the Assembly
General and in the rest of organs of which they are part.

d)
Receiving information about the questions that affect his
economic and social interests in the terms that he establishes
the article 24 of the Law of cooperatives of Catalonia, that it regulates the
law of information.

e)
Participating in the surpluses, if n’hi has, d’acord with the that
they establish these statutes.

f)
Perceiving the refund of the contribution updated in case
of casualty, liquidation or separation from fusion,
split or transformation of the cooperative.

g)
What results from the legal and statutory rules,
and of the other agreements validly adopted children for the organs of
the cooperative.

Article
10. - The responsibility of the members for the social debts

It
patrimonial responsibility of the members for the social duties him
it limits to the contributions to the share capital subscribed, both if they are
disbursed or not (14), and it will have the character of …(15).

It
member that he retires continues being responsible in front the
cooperative, for five years, of the acquired duties for the
cooperative before the date of the casualty (16).

Article
11. - Casualty of the members

Any
member can retire voluntarily making some the
notification in writing in the Ruling Board with … months
of anticipation (17).

Article
12- Justified casualty and obligatory casualty (18)

1.
The casualty will consider itself justified: (19)

2.
The decisions of the Ruling Board about the qualification and the
effects of the casualty of the member they will be able to be appealed, in accordance with
the article 19 of the Law of cooperatives of Catalonia, for this
member in front of General l’Assemblea (20) in the following month to
its notification; the divergences about the decision
of l’Assemblea (20) can address to the jurisdiction
competent (21).

3.
The members that they lose will be able to be retired obligatorily
the objective requirements, required by these statutes, to form
part of the cooperative.

Article
13. - Law of refund

all the cases de baixa of a person member, this will have
right to the refund of its contributions, volunteers and
compulsory, to the share capital, as well as to the return
cooperative that it corresponds it depending on its activity
cooperativitzada and, if it is proper, the part individualized of the Background of
volunteer booking.

About
the basis of the results of the economic exercise in what him
produces the one low and of the imputation of results that is to him
attributable, will be come in the deadline of a month, to
counting from the approval of the corresponding annual accounts to
the mentioned exercise, to fix the definite amount of the refund of
its contributions to the share capital. The Ruling Board can fix
provisionally this amount before the approval of the
accounts and, if it is proper, it can authorize some refund at the expense of the
definite.

Of
the resulting amount can be deduced: the amounts that the member person
owe to the cooperative for any concept; until a …% for
not justified casualty or expulsion (22); the responsibilities that
they can be imputed it and be quantified, without harm of the
patrimonial responsibility that foresees the article 26.2 of the Law of
cooperatives of Catalonia; the not offset losses
of former exercises, and the forecasts of losses of
the exercise in course to regularize a closed knock this exercise.

It
payment of the merited advances and, if it is proper, of the returns
agreed has to be made immediately, except that there is a pact
contrary, but the payment of the social contributions he has of
acting in the deadline that he notices as mutual agreement or, if it is not like this,
in the one that points out the Ruling Board, that it can ever not be superior to
5 years from the date of the casualty. The member person has
right to perceive the legal interest of the increased money of two
points.

Article
14. - Lacks of the member persons

Them
mistakes committed by the member persons, according to his
importance, transcendence and intentionality, him
they classify as slight, severe and very severe.

Article
15. - Very severe mistakes

They are
very severe mistakes:

1.
(23)

Article
16. - Severe mistakes

They are
severe mistakes:

1.
(24)

Article
17. - Slight mistakes (25)

They are
slight mistakes:

1.
(26)

Article
18. - Sanctions

Them
very severe mistakes are sanctioned … (27).

Them
severe mistakes are sanctioned (28).

Them
slight mistakes are sanctioned (29).

Article
19. - Sanctionative procedure

It corresponds
in the Ruling Board the sanctionative authority, with the instruction
previous of the corresponding sanctionative report and with
the audience of the person concerned (30).

Against
the sanctions from slight, severe or very severe mistakes it can mediate
resource in the face of the General Assembly (20) in the deadline of a month to
counting from the notification of the sanction.

any case, the agreement of sanction or, if, the confirmation, is proper
of this agreement by the General Assembly (20) they can be contested in the
deadline of a month, to count from the notification, in accordance with
the procedural formality of contestation of social agreements
established in the article 38 of the Law of cooperatives of Catalonia.

the cases of expulsion it is necessary to apply the one that foresees article 21 of
the Law of cooperatives of Catalonia.

CHAPTER
III.- ECONOMIC DIET

Article
20. - Share capital

It
share capital is constituted by the contributions of the
members, compulsory and voluntary, that him have
of accrediting through nominative titles. These
titles have to reflect with clarity the contributions, the
updates, the interests and the surpluses that he agrees
capitalizing.

Them
titles have to have a value d... euros (31) each.
The minimum contribution to acquire the condition of
a person member has to be d... euros (32), that he has of
disbursing in the way that articles 55 and 56 establish of the
Law of cooperatives of Catalonia.

It
minimum share capital fixes in... euros (33).

Article
21. - Transmission of the contributions

Them
contributions or titles of the members will only be able to transmit,
in accordance with the article 60 of the Law of cooperatives of Catalonia:

a)
Among member persons, for inter vivos acts (34).

b)
For succession mortis causes.

Article
22. - Compulsory social funds

a)
Of the surpluses counted by the determination of the
cooperative result, once deduced the losses of
any nature of former exercises, and before of the
consideration of the tax about companies, themselves have to be destined,
if it is proper, in the Background of booking compulsory and in the Background of education and
cooperative promotion the following percentages:

1.
In the compulsory background of booking, in order to contribute to the
economic consolidation of the cooperative, he has of
30% of the clean surpluses (35) being destined at least.

2.
In the background of education and cooperative promotion it is necessary to be destined
at least 10% of the surpluses clean of every exercise (35) and
it has to have as purposes: the formation of the members and of the
workers in the principles and the cooperative techniques,
entrepreneurial, economic and professional; the promotion
of the relations among cooperatives and the broadcast of the
cooperativism, and the attention to goals of incidence
social and of fight against the social exclusion (36).

b)
Of the extracooperative benefits, once the losses deduced
of any nature of exercises former and before the tax
about companies, at least 50% has to be destined for the background of booking
compulsory.

Article
23. Destination of the disposable surpluses (37)

Them
cooperative surpluses and the disposable extracooperative benefits,
once satisfied the exigible taxes, they have to apply in the way
following:

To the
cooperative return of the member persons, that jar
incorporating into the share capital with the corresponding increase to the
part of each person member or that can be satisfied directly to
this person after the approval of the balance
of the exercise. However, the General Assembly can authorize the
payment of cooperative returns on account, at the proposal of the Board
President and with the previous favorable report of the intervention of
accounts or, if it is proper, of the auditing.

A
the endowment of voluntary funds of booking (38).

It
part of the result of the regularization of the balance that
has not been destined for the compulsory background of booking, the cooperative the has
of applying, in one or more exercises, in agreement... (39).

(40)

Article
24. Imputation of losses

1.
For the imputation of losses they have to apply the
following criteria: (41)

2.
In any case, already are in the imputation of the losses
cooperative or extracooperative, the cooperative has to be governed for
the following rules:

Even
in 50% of the losses they can be imputed in the Background of booking
compulsory. When for the imputation of losses him have
the compulsory Background of booking used, totally or partially, not
the application has to be proceeded, imputation or distribution
of cooperative returns or other distributable positive results even
that this Background has attained the level former to his
utilization.

To the
voluntary funds of booking can be imputed the whole of the
losses.

It
amount not compensated with the compulsory and voluntary funds him has
of imputing to the member persons proportionally to the
operations, the services or the activities carried out by each
of them with the cooperative (42). If these operations or services
carried out they are inferior to the that, at least, each
member person agrees forced to carrying out with
the article 8, e section), of these statutes, the imputation of
the mentioned losses will be made proportionally to
the compulsory minimum cooperativitzada activity.

3.
The losses imputed to each person member he have of
satisfying directly, in the following economic exercise to
the exercise in which they have been produced, through
deductions in the contributions to the share capital. Also him
they can satisfy with charge to the returns that could correspond
to the member person in the same specified period in the article
67.1 of the Law of cooperatives of Catalonia.

4.
The losses that, a last knock the mentioned deadline, they remain
without being worth they have to be satisfied directly for the person
member in the deadline of a month until the limit of his
contributions to asset, if it is not that the bankruptcy is urged or
the increase of social contributions is agreed, without harm of the that
he foresees the article 54 of the Law of cooperatives of Catalonia.

Article
25. Closing of the exercise

The exercise
economic of the cooperative it comes off closed on 31 December of
every year (43).

(44)

CHAPTER
IV.- FUNCTIONAL ORGANIZATION INTERNS

Article
26. Regulations of internal diet

L’organització
functional s’ha of fixing for some regulations of internal diet that
it has to be approved of by General l’Assemblea.

Them
conditions that govern the contribution of the members of work, if
there is, as well as the work advances, the schedules and the
it subtracts internal conditions of work, they have to figure in the regulations
of internal diet proposed by the Ruling Board and approved for
general l’assemblea. (45)

CHAPTER
V. - GOVERNMENT, FORMALITY AND REPRESENTATION OF THE COOPERATIVE

Article
27. - General Assembly. Call of the general assembly
ordinary and extraordinary

The assembly
it has to be, general, ordinary or extraordinary
summoned by the Ruling Board through an advertisement in the
address social and, moreover, through a writing of the
Ruling board in each one of the members. The notification to the member
she has to be made minimum with an anticipation of 15 days and one
maximum of 30 with respect to the date of celebration (46).

It
call, so much the one that advertises in the social address
like the one notified to each of the members, it has to express with clarity
the following points: agenda, place, day and hour of the meeting
in first as well as in second call. The place of meeting
it has to coincide with the social address (47).

The assembly
general ordinary has to meet necessarily one
time at the year, in the six following months to the closing of
the economic exercise.

It
Ruling Board can summon an extraordinary general assembly
whenever he considers it convenient for the interests of the
cooperative. Equally, he has to summon it when he requests it the
Intervention of Accounts or a group of members that
represents, at least, 10% of all the social votes or of
a hundred members in the cooperatives of more than a thousand members.

If
the Ruling Board does not summon the General Assembly, in session
ordinary or extraordinary, in the cases in what
he is forced to make him, any person jar member
presenting a request of call in the organ
judicial competent due to the social address of the
cooperative, in the terms established in article 31, section 1, of
the Law of cooperatives of Catalonia.

Article
28. Of the vote for representative to the General Assembly

Each
member has the right to a vote to the General Assembly (48). This law
people can exercise through a representative.

It
representation has to be written and expresses for a session
concrete, the admission makes the presidency of
the General Assembly at first of the session (49).

Article
29. Adoption of agreements

The Assembly
General adopts the agreements for simple majority of the social votes
present and represented (50).

The Assembly
General adopts the agreements with the favorable vote of 2/3 parts of the
social assistant votes in the following cases (51).

a) Fusion,
split, dissolution and transformation of the
cooperative company.

b) Broadcast
of duties and participative titles.

c) Demand
of new compulsory contributions to the share capital.

d) Any
agreement that implies a modification of the social statutes.

e) Approval
of the Regulations of internal diet.

The action
of responsibility against the members of the Ruling Board and the
revocation of some social charge they require poll
it secretes and the favorable majority of half more one of the votes
of the assistants, if it was evident to the agenda of the call,
or the majority of half more one of the social votes, if not there
it was evident.

Them
matters to be in the assembly they will not be able to be other that the
fixed previously to the agenda. They exclude themselves the
following questions:

1.
Call of a new general assembly.

2.
Realization of the auditing on the part of members of the
cooperative or of an external person.

3.
Exercise of the action of responsibility against the members of the
Ruling Board or the revocation of some social charge.

How
to the confirmation of the sanctions that have been an object of
resource, has to apply itself the one that settles in the article 33.3 of the Law
of cooperatives Catalan.

Article
30. The Ruling Board

It
Ruling Board is the organ of representation and
government of the company; it is competent to establish the
general guidelines of performance, with subordination to the
policy fixed by the General Assembly.

It
president of the cooperative has attributed, in the name of the
Ruling Board, the representation of the cooperative company and
the presidency of its organs (52).

Them
following charges of the Ruling Board... they have to be able of
representation of the cooperative in front of third party
(53).

Article
31. Composition of the Ruling Board

It
Ruling Board tidies up d... (54), elected all them among the members
of the cooperative in poll it secretes for the General Assembly and
for the following procedure: ... (55).

Them
charges are the following ones: president, secretary,
... (56). Its distribution corresponds to … (57).

Article
32. Duration, forcing and gratuitousness of the charge of
member of the Ruling Board

It
charge of member of the Ruling Board has a duration d...
years (58).

The exercise
of the charge of member of the Ruling Board it is compulsory,
except re-election or of another cause fair, and it does not face
right to remuneration. However, the expenses and the
they have to be harm that the exercise of this charge brings about
offset by the cooperative in the terms that &hellip establishes; (59).

Article
33. Functioning of the Ruling Board

It
Ruling Board has to meet with ordinary character once
each... (60).

Them
deliberation of the Ruling Board is only valid
if they attend the meeting more of half of his
components (61).

He admits itself
that a member of the Ruling Board represents another (62). Them
agreements have to be adopted by absolute majority of the members of the Board
President present or represented (63).

(64)

Article
34. The intervention of accounts

When
the cooperative has more than 3 members, the General Assembly has
of nominating, of among its members... auditors of accounts (65),
that they will exercise its charge during... years (66).

The exercise
of the charge of auditor it is free (67).

Article
35. Dissolution and liquidation

They are
causes of dissolution of the cooperative: (68 i 69)

a)
The completion of the social object or the impossibility of
carrying out him (70).

b)
The will of the members (71).

c)
The reduction in the number of members under the minimum
legally necessary to constitute the cooperative, if it keeps
during more than 1 year.

d)
The reduction in the share capital under the minimum
legally established to the law or to the statutes, if it keeps
for more than 6 months.

e)
The fusion and the split in which they make reference
the articles of 74 in 83 of the Law of cooperatives of Catalonia.

f)
The competition or the bankruptcy.

g)
Any other cause legally established.

Disposal
additional first (72)

Of agreement
with the cooperative principles formulated by the Alliance
International Cooperative, this cooperative makes his the appointment
of intercooperative participation and of promotion of the formation.

Disposal
additional second

all the aspects not regulated in these statutes, it has to apply the
that he orders the Law of cooperatives of Catalonia.

Articles
doctors:

Them
collaborator members

They can
entering to be part of the cooperative as collaborator members
the physical persons as well as the juridical persons
–públiques or privades–; and, if the contents of the linking
with the cooperative it allows it, the communities of goods and the
lying inheritances.

Them
collaborator members, without making the activity
main cooperativitzada, they can collaborate in the achievement
of the social object of the cooperative.

It
request of admission as a collaborator member
it has to be formulated in writing to the Ruling Board, the resolution
of which can be resorted in the face of the first general assembly
that it is made.

Them
contributions of the collaborator members to the share capital him have
of accrediting through nominative titles. Each member
collaborator has to have, at least... titles as
compulsory minimum contribution to the share capital,
the outlay of which it has to make itself as he establishes the Law of
cooperatives of Catalonia. The contributions of the collaborator members
they have to come off reflected countably in a separate way to the of the
working members.

They have
right to vote to the General Assembly, with the limit of 40% of the
total of the social votes.

They have
law to be part of the other social organs, with the
limitations established to the Law of cooperatives of Catalonia (73).

Them
excessive members

They are
excessive members the members that, temporarily and for justified cause,
cooperativitzada have stopped carrying out the activity to the
cooperative.

Them
excessive members have the rights and following duties: … .

every case has to be respected, as the article establishes 27 b), which
they have the right of voice but not of vote to the Assembly General, that in
a case members of the ruling organs can not be of the
cooperative and that they do not have the right to any cooperative return.

Them
members of work

Itself
he will recognize the quality of work members to the workers
that they request it (74).