CONSEN coop (EN)

CONSEN
EEIG EURO-GROUP

STATUTES

(English
translation)

Title
1 - NAME, ADRESS AND OBJECTIVE

Article
1 - DENOMINATION

The
name of the Cooperative is "CONSEN coop SCE" and it will
always be followed by the denomination “Societat Cooperativa
Europea ” (in English
European Cooperative Society) or
its corresponding initials S.C.E. From
now on "The Cooperative".

Article
2 - ADDRESS

The
Cooperative sets its registered address at 12 Jaume Fabra Street,
08004, Barcelona (Spain).

Article
3 - OBJECT AND SOCIAL RESPONSIBILITY

The
Cooperative will focus its activities on Information Society
Technologies (IST) at an international level in the widest meaning of
the term.

The
Cooperative has as its objects:

a)
The purchase, renting and use in common of products, prime materials,
information and services for the benefit of the members.

b)
The sale in common of products, benefits, provisions, supplies and
services.

c)
The manufacture, accomplishment and execution in common of products,
services, studies and projects.

d)
The establishment and the joint exploitation and operation of
products, licenses, royalties, patents and rights over works, studies
and research.

e)
Joint research, development and technological innovation of the
processes,

applications,
and different disciplines relating to the Information Society
Technologies and Open-Source solution.

f)
The joint promotion and publicity of products his and their members.

g)
To facilitate and develop innovative industrial and commercial
activities and research of its members and to improve and to increase
the results of these activities, by means of the collaboration and
international cooperation between its members.

h)
The joint defense and representation of its members in respect of
third parties.

i)
The presentation, coordination and geographic integration of
services, international studies and projects.

j)
The financial guarantee of the cooperative and the members operations
and join projects in front third parties, in special European
Institutions.

The
Cooperative is non-profit making.

The
interest of the Cooperative is to maximize through its activities
research, development and innovation of the professionals,
entrepreneurs, micro and small-sized companies and organizations; to
strengthen the activities at international level, through cooperation
and the sharing of resources, information and knowledge; and to
increase the positive impact, responsibilities, and the
socio-economic and technological advantages and benefits produced in
the Information Society.

The
Cooperative will favor and promote Open and Free content,
information, knowledge and software “Free and Open Source Software”
and anything that facilitates the free access to information and the
knowledge for everybody.

The
cooperative promote the “Fair-Movement” in Information and
Communication technologies to protect the human right of access to
the Information and the knowledge.

Article
4 - DURATION

The
Cooperative is constituted for indefinite duration and will begin its
activity the day of inscription in the Commercial Registry.

Title
II – MEMBERS OF THE Cooperative

Article
5 - CONDITIONS APPLICABLE TO MEMBERS

Any
physical and legal person, who is legally constituted and established
in any Member State of the EEC may be full member of the Cooperative,
in addition to the Founders who are those that appear in this
document, and acquire the condition of member in accordance with
article 7 of these Statutes, the Rules of Conduct and satisfy the
conditions set out in regulation EEC 2137/85 of 25 of July 1985.

In
general any private organization or company with its registered
address in one of the Member States of the European Union,
concentrating on those that have activities related to research,
development, innovation, integration, production, commercialization,
supplying and advising in areas relating to Information Society
Technologies in its widest meaning.

The
organizations, institutions and companies dedicated on the
Information Technologies located outside the European Union states,
specially those belong to

Extended
Europe and neighboring countries, that are not members of the
Cooperative may, by mutual strategic interest, be contractually
linked, technological and/or economically, and named "Associated
Members".

Article
6 - MEMBERS RIGHTS AND OBLIGATIONS

The
members of the Cooperative will have, among others, the following
rights:

a)
To propose and to choose people to cover the Board members and
representatives;

b)
To be informed on the activities of the Cooperative and their
development;

c)
To participate in the meetings that are organized to handle questions
of the general interest;

d)
To make proposals referring to advisable actions to achieve the
objectives of the

Cooperative;

e)
To know the corporative, economic and financial situation;

f)
Each member will have one participation;

On
the other hand, the members of the Cooperative will have, in
principle, among others, the obligations that are set out here.

a)
All the members are personally, jointly and unlimitedly responsible
for all debts and obligations incurred by the Cooperative, determined
to be liable by the courts in final judgment;

b)
To participate in the meetings and decision-making organs;

c)
To act in agreement with these Statutes, the Rules of Conduct and the
statutory

regulations;

d)
To choose its representatives whenever they are absent from
committees;

e)
To respect the fees incurred by the Cooperative.

f)
To act of a way that is worthy of confidence and ethical in respect
of all the missions and tasks that may be undertaken;

g)
To observe complete discretion, ensuring a confidential and advisable
treatment of the information generated by the Cooperative, with
respect the Cooperative or any of its members;

h)
To avoid all class of competition with the Cooperative.

Article
7 - ADMISSION OF MEMBERS

The
agreement to admit new members will be adopted by the Board of
Directors, in the conditions set by the Rules of Conduct and any
specific variation approved by the Assembly.

Admission
of a new member is subject to payment of an entrance fee set out in
these Statutes and Rules of Conduct or otherwise determined by
democratic decision of the Assembly at time of admission.

Article
8 - RESIGNATION OF MEMBERS

Any
member can resign from the Cooperative without have undertaken all
its obligations, by giving two months’ advance notice to the Board
of Directors.

Article
9 - EXCLUSION OF MEMBERS

This
may occur if a member is in serious breach of its obligations set out
in these

Statutes,
Rules of Conduct and applicable legislation or causes or threatens
serious disturbances in the operation of the Cooperative.

Article
10 - LOSS OF MEMBERSHIP

In
addition to the voluntary resignation and the exclusion of members,
the following are causes of loss of membership, among others:

a)
The loss of legal personality

b)
The loss of the required membership conditions.

c)
The declaration of bankruptcy and definitive insolvency.

d)
The cessation of activities

Article
11 - STRUCTURE OF MEMBERS

Any
change in the structure in which the member carries out its activity,
if this changes more than fifty percent of the shareholders or causes
its transformation into another type of entity will have to be
communicated to and accepted by vote in the Assembly.

Article
12 - EFFECTS OF LOSS OF MEMBERSHIP

When
a member leaves the Cooperative, the value of refunding its
participation or its obligations be determined in accordance with the
situation of the Cooperative at that moment according to the latest
approved budget.

A
member who leaves the Cooperative will remain liable for debts
contracted prior to its leaving. This responsibility will prescribe
after five years.

Article
13 - RIGHTS OF INFORMACION OF MEMBERS

All
the members will have right to obtain from the Board of Directors
data on the

economic
situation and the activities of the Cooperative. It will be able to
review and to examine the state of the accounts if it asks the Board
for them and giving fifteen days’ notice.

Title
III - REGISTRY INSCRIPTION

Article
14 INSCRIPTION AND REGISTRY

All
documents set out in article 7 of Regulation EEC 2137/85 will be
registered in the relevant Commercial Registry, i.e. The contract of
formation of the Cooperative will be registered in the registry
referred to in article 6 of Regulation EEC 2137/85.

The
following documents and particulars will be registered in this
registry:

a)
any modification of the Cooperative contract, including any change in
the composition of the Cooperative;

b)
the setting up or closure of any establishment of the Cooperative;

c)
any judicial decision establishing or declaring the nullity of a
Cooperative, in accordance with article 15 of the Regulation;

d)
the appointment of administrators of the Cooperative, their names and
any other identity particulars required by the law of the member
state of the registry, the indication that they may act alone or must
act jointly, as well as the termination in their functions;

e)
any assignment by a member of its participation in the Cooperative or
a proportion thereof, in agreement with section 1 of article 22 of
the Regulation;

f)
the decision of the members ordering the dissolution of the
Cooperative, in accordance with article 31, or the judicial decision
that declares this dissolution, in accordance with articles 31 or 32
of the Regulation;

g)
the appointment of liquidator or liquidators of the Cooperative
referred to in article 35 of the Regulation, its name and any other
identity particulars required by the law of the member state of the
registry, as well as the termination in its functions;

h)
the conclusion of the liquidation of the Cooperative, referred to in
section 2 of article 35 of the Regulation;

i)
the project for the transfer of registered address, referred to in
section 1 of article 14 of the Regulation ;

j)
any clause exempting a member from payment of the debts arising prior
to its

admission,
in accordance with section 2 of article 26 of the Regulation.

Title
IV - THE ORGANS OF THE Cooperative

Article
15 - THE ORGANS

The
corporate organs of the Cooperative are:

a)
The General Assembly

b)
The Board of Directors

Article
16 - THE GENERAL ASSEMBLY

The
Ordinary General Assembly will be held once a year and summoned by
the Board of Directors. This will consist of the meeting of a
delegate of each member of the Cooperative.

Extraordinary
general meetings are held at the request of the Board of Directors,
the chairman or on written request of a majority of the members sent
to the Board of Directors.

If
the Board of Directors decides to call for a written consultation of
the Members, the President shall notify each Member, by registered
letter or by fax or electronic mail with acknowledgment of receipt,
with the items upon which they are requested to deliberate.

Members
shall send their answers within 15 days after receipt of the call by
registered letter, by fax or by electronic mail with acknowledgement
of receipt in accordance with the terms indicated in the call.

Each
member can be represented, by written power of representation, by
another

member,
who cannot represent more than three other members, besides itself.

At
any meeting, each delegate has one vote regardless of the proportion
of participations held by the member.

A
member cannot exercise its right to vote if the draft resolution in
question directly concerns itself.

Every
resolution is passed by simple majority, unless the Statutes, Rules
of Conduct or applicable law require a larger majority or unanimity.

Article
17 - THE BOARD OF DIRECTORS

The
Board of Directors consists at least of three physical persons and
ten at the most.

The
Board of directors as will be formed by at least:

-
a president

-
a vice-president

-
a Secretary

A
vice-secretary may be appointed by the Assembly.

The
board of Directors will meet at any time if it is necessary, but at
least once every six months. They may meet by telephone or
teleconferencing (audio-visual) or similar electronic communication
such as Voice over Internet (VoIP).

Decisions
of the Board of directors will be taken by simple majority. In case
that of the equal number of votes in favor and against, the vote of
the president will decide.

The
Board of Directors carry out their work without any means of payment.

The
Board of Directors represents the association in relation to third
parties and for everything with respect to the administration and to
the representation before any official institution.

Any
act that voluntarily binds the Cooperative to third parts must be
signed by at least two members the Board.

In
addition, the Board of Directors has all those powers that applicable
law and these Statutes and the Rules of Conduct do not give
exclusively to the General Assembly.

The
Board of Directors can propose to the General Assembly to designate
and empower a Chief Executive Officer (CEO) and establish committees,
sections, subdivisions and groups that are necessary and strategic to
fulfill the objectives.

The
Board of Directors can decide on the participation of the Cooperative
in the activities of other, national or international institutions,
associations and professional Authorities and, in particular, all the
official bodies relating to its own activity and objectives, that can
have an implication with the article 4 of these Statutes relating to
the corporative object of the Cooperative.

Article
18 - ELECTION OF THE BOARD OF DIRECTORS

The
Board of Directors will be chosen once every three years. It may also
be re-elected.

The
vote will be secret. The voting procedure will be directed by a
commission that is chosen by the General Assembly.

Article
19 - RESPONSIBILITY OF THE PRESIDENT AND THE SECRETARY

The
president chairs the General Assembly as well as the Board of
Directors. The

secretary
will maintain the documents and see to the correct administration of
the

Cooperative
and the documentary updating of the corporate deeds and the Registry
of Members.

Title
V - TRANSMISSION AND CHARGING OF PARTICIPATIONS

Article
21 - PARTICIPATIONS

The
transmission by a member of its participation to another member or to
a third party must be authorized unanimously by the Assembly. In the
event that this is not authorized, the member may choose to continue
as member or to transfer the participation to the Cooperative which
is obliged to accept it, paying the amount of its valuation. In this
case the participation will be amortized.

No
member can give its participation in guarantee or as security charge
without the unanimous authorization of the Assembly.

Title
VI - ECONOMIC GOVERNANCE OF THE COOPERATIVE

Article
22 - FINANCES AND RESOURCES

The
Cooperative will be able to use any convenient means of finance. The
members must contribute personal and material contributions and
resources approved by the Assembly, at the request of the Board of
directors.

a)
Each member must pay a single entrance fee at time of joining. The
amount of this entrance fee is set in advance by the Assembly and
changed by unanimous vote of the Assembly.

b)
Each member must pay an annual subscription. The amount of this
annual

subscription
is determined by the Assembly.

These
financial contributions may be waived or replaced by payment in kind
or other form of contribution by Members, determined and approved by
the Board of Directors and confirmed by the Assembly. The Board shall
provide the justification and basis for calculation of any non
monetary contribution.

The
fees are set out in the Rules of Conduct in force at the time of
admission (admission) and 1 January each year (annual fee).

Article
23 - CAPITAL

The
capital subscribed of the Cooperative is 30000 EUROS.

The
capital of the Cooperative shall be divided in 100 Participations of
300 Euros each. The Participations of the Cooperative are distributed
among existing members as follows:

• 15
  shares to MUFICATA

• 15
  shares to Ferran Cabrer i Vilagut

• 10
  shares to

• 10
  shares to VRMC

• 10
  shares to GRUPA ANTARES

• 10
  shares to

• 10
  shares to INDIGOV

• 10
  shares to

• 5
  shares to

• 5
  shares to

The
capital and number of participations may be increased by unanimous
approval only of the General Assembly, for the purpose of admitting
new members.

Article
24 - SOCIAL EXERCISE

The
corporate year will begin the day of the registration in the Trade
Registry of the contract forming the Cooperative and it will close on
the 31 of April of the 2007. The periods of the following years will
be the natural years.

Article
25 - ANNUAL ACCOUNTS

The
Cooperative will maintain accounts adapted and appropriate to the
requirements of applicable norms and legislation.

At
the end of the corporate year and within the three first months of
the following year, the Board of Directors will redact the statement
of accounts including Balance Sheet, Profit and Loss account and the
Directors’ Report.

These
documents will be submitted of the members for their consultation.

The
Board will call the Assembly within the first six months of every
year for the approval of the annual accounts and the management of
the Board.

Article
26 - PROFITS AND LOSSES

The
Cooperative as such does not have profits nor will distribute profits
between their members. The positive results of the exercise will be
reinvested in the Cooperative itself, for the promotion activities,
assistance, consolidation or extension of facilities, resources, and
in any joint action that may help the members and favor their
activities.

In
the event of a negative result, the Assembly will decide how to
manage the debt

according
to the proposals of the Board and the budget approved for the
following year.

Failing
agreement, Members promise to cover the Cooperative’s losses, each
bearing an equal share, in the month when the annual accounts and
balance sheet are approved.

Title
VII - DISSOLUTION AND LIQUIDATION

Article
27 - DISSOLUTION

The
Cooperative may be dissolved by unanimous agreement of the Assembly.
It must be dissolved by a decision of his members that declares the
impossibility of achieving the objects of the Cooperative, and in any
case set out in the EEC Regulation.

Article
28 - BANKRUPTCY

The
declaration of bankruptcy of the Cooperative will cause its
dissolution. The bankruptcy of the Cooperative does not produce that
of its members.

Article
29 - LIQUIDATION

The
dissolution of the Cooperative will open a period of liquidation and
will be registered in the Registry. The liquidators will be named by
the Assembly

Title
VIII – LEGAL REGIME AND ARBITRATION

Article
30 – GOVERNING LAW

In
respect of any matter that is not determined by these Statutes, the
Rules of Conduct, the provisions of Regulation 2137/85 adopted by the
Council of the European Community on 25 of July 1985 (named the
Regulation here) and other applicable laws will be applied – in
particular Spanish law 12/1991 of 29 of April with respect to
Cooperatives and the Regulation of the Commercial Registry.

Article
31 - ARBITRATION

Any
dispute, question or discrepancy arising in respect of this contract,
during its term and in the case of or causing its liquidation, as
well as regarding the valuation of the contributions, participation,
restitutions and obligations between the Cooperative, its
administrators and the members or among these, will be submitted to
arbitration. Each party shall choose an arbitrator, who must be a
member of the Cooperative, and the two arbitrators shall choose from
the other SCE members the chairman of the arbitration board.

If
no amicable solution is reached, the dispute shall be submitted for
institutional

arbitration
of the Arbitration Court of Barcelona of the Catalan Association of

Arbitration,
to whom the management of the arbitration is committed and who shall
appoint the Arbiter or Arbiters and whose decision shall be binding
on the parties.

Barcelona,
2007-04-01

CONSEN
coop SCE.

Translation
to English new statutes approved

In
the First General Assembly of Members

Ferran
Cabrer i Vilagut

President