307/2006 Sb.



LAW



of 23 December 2003. May 2006



a European cooperative society



Change: 126/2008 Sb.



Change: 227/2009 Sb.



Parliament has passed the following Act of the Czech Republic:



PART THE FIRST



THE PROVISIONS OF THE EUROPEAN COMMUNITIES TO THE COUNCIL REGULATION ON THE STATUTE OF THE EUROPEAN

COOPERATIVE SOCIETY



TITLE I OF THE



INTRODUCTORY PROVISIONS



§ 1



(1) This Act regulates the following on directly applicable Council regulation

Of the European communities on the Statute for a European cooperative society ^ 1)

(hereinafter referred to as "the regulation"), the legal standards of the European cooperative society and the

incorporating Council directive of the European communities, which shall be adjusted

involvement of employees in European cooperative decision-making

the company ^ ^ 2).



(2) On the European cooperative society are not covered by the Act concerning the conditions of

the activities of the organization with an international element ^ 3).



§ 2



On the establishment of a European cooperative society, which will have a registered

registered office on the territory of the Czech Republic, may also participate in the legal person,

whose head office is situated outside the territory of the Member States of the European Union or

other States that make up the European economic area (hereinafter referred to as "the Member

the State "), if it is formed under the law of a Member State, has a

registered office in a Member State and has a permanent and effective relationship with the

the economy of a Member State.



TITLE II



THE RELOCATION OF THE REGISTERED SEAT OF A EUROPEAN COOPERATIVE SOCIETY



§ 3



The statutory authority of the European cooperative society saves the draft relocation

the registered seat of the collection of documents of the commercial register and shall publish it in the

The business journal. Proposal for the transfer of the registered seat may not be approved

the general meeting earlier than 2 months after publication of the proposal in the trade

journal.



§ 4



The statutory authority of the European cooperative society shall submit a proposal to write

the relocation of the registered headquarters to register a new residence without undue

delay after all legal obligations are met, set out for the

the relocation of the registered head office.



§ 5



(1) If, as a result of the relocation of the registered seat of an important

way worse when a receivable, the creditor has a European cooperative

the company, which logs on your claim within 3 months from the date when the

in the trade journal published the proposal for the transfer of the registered seat, right

require the provision of sufficient certainty, unless with the European

the cooperative companies agree otherwise.



(2) the owners of the bonds issued by the European cooperative societies

they have the same rights as the owners of the bonds in a merger.



(3) the obligation to pay the Member deposit or other ownership interest is not

the relocation of the registered seat of prejudice.



§ 6



The certificate shall be issued by the notary according to the article. 7. 8 on the basis of regulation

the submitted papers. A certificate is a public Charter.



section 7 of the



The European cooperative society of notaries shall submit the following documents:



and the relocation of the registered seat of the proposal),



(b) a copy of a notarial deed) stating the decision of the general meeting

the European cooperative society, which was a proposal for the transfer of the registered

approved by the headquarters,



(c)) Charter stating that there was a publication of the



1. the transfer of the registered design and



2. a warning to the members and creditors of their right to inspect at the registered office

European cooperative society to specific documents,



(d) report of the Board of directors or the Board) of the Council of the reasons for the relocation proposal

registered seat



(e) a statement of all the members of the Board) and the Audit Commission or

the Management Board and the Director-General made in the form of a notarial act,

that



1. it is not known to them, that would have been filed for annulment

the resolution of the general meeting of the European cooperative society, or action on

determine the invalidity of the relocation of the registered seat or that all proceedings

This species has been completed or that any legitimate

a person surrendered this right as laid down by a special law,



2. the rights of all the members and creditors as provided for by the legislation of the

satisfied or secured or that such persons was concluded

the agreement on a solution of their mutual relations, or that they are not known to

someone has applied to the European cooperative society any right, and



3. all data and information provided by members, creditors and the public notaries are

complete and correct.



§ 8



The certificate must contain the following particulars:



and) name, surname and address of the notary,



(b)) the place and date a copy of the certificate,



(c)), business name, registered seat, the identification number of the person (hereinafter referred to as

"identification number") and the information on the registration of European cooperative society

which the certificate is issued, in the commercial register,



(d)) to carry out all of the Declaration the notary acts and fulfilment of all the conditions,

that is the European cooperative society shall meet,



e) data about what acts were performed and what conditions have been met

and how to ensure their compliance with the notary,



(f) a list of all documents) that have been submitted to notaries public, and



(g)) the imprint of the stamp of the notary and his autograph.



§ 9



The notification referred to in article. 7. 11 of the regulation is the basis for the deletion of the original

the European cooperative society from the commercial register, without

the court competent for the management of the commercial register (hereinafter referred to as "registration

the Court ") published a decision on the matter.



TITLE III



EUROPEAN COOPERATIVE SOCIETY REGISTRATION IN THE COMMERCIAL REGISTER



§ 10



(1) the European cooperative society, which has, or would have written

registered office on the territory of the Czech Republic, is recorded in the commercial register.



(2) shall be entered in the commercial register the particulars set out in the specific

laws for cooperatives.



§ 11



(1) a European cooperative society dualistic structure is further

written information about the Audit Commission temporarily performs the function of

Member of the Board of Directors, and the date of creation and dissolution of the credentials for the temporary exercise of the

function.



(2) for a European cooperative society of monist structure

recorded information about the Board of Directors; Instead, writes



and) name, surname and place of residence or business or company name, registered office and

identification number of the members of the Management Board,



(b)) name, surname and residence of the Director-General,



(c)) name, surname and residence of the authorized Director or directors,



d) day of the births and deaths of the President of the Administrative Council,



(e) the credentials of a member of the Management Board) the performance of the functions of the Chairman of the Management Board and

the time at which the credential is granted,



(f)) to determine whether it is a statutory authority of the President of the management board or

the Director-General, who is Chairman of the Administrative Council,



(g)) the way the Management Board meetings and statutory authority and



(h)) way to conduct one or more designated directors.



(3) If a member of the Management Board of a legal person, the name,

the surname and place of residence of a natural person, which will exercise the rights and

the obligations of the Member of the Management Board on behalf of the legal person.



§ 12



The European cooperative society based in a collection of documents of the business

Register in addition to the documents provided for in regulation and the instruments laid down by the

a special law for cooperatives and



and the relocation of the registered seat of the proposal),



(b) a copy of a notarial act on) the resolution of the general meeting for approval

proposal for the transfer of the registered headquarters,



(c) the decision of the Court of invalidity), the resolution of the general meeting, which was

approved the proposal for the transfer of the registered office or in which it was intended

invalidity of the registered Community design the transfer of the registered office,



(d) changes of legal form) the project on the European cooperative

the company and its design,



(e) the decision of the Court of invalidity), the resolution of the Member meeting of the cooperative,

which was approved by the project design changes to the legal form of a cooperative on the

the European cooperative society, or which was the intended annulment

changes to the legal form of a cooperative project on the European cooperative

the company,



(f) changes to the legal form project) a European cooperative society on

the cooperative and its design,



(g) the decision of the Court of invalidity), the resolution of the general meeting of the European

cooperative society, which approved the proposal changes the legal

form of a European cooperative society to a cooperative or who have been

intended invalidation of the project changes to the legal form of a European cooperative

the company on a cooperative,



h) of the Charter of the credentials of a member of the Management Board Chairman of the performance

the Management Board and



I) documents certifying the appointment and the dismissal or other way to extinction

the functions of the Director General and responsible for the Director or directors

a European cooperative society.



section 13



Registration Court shall notify the Office for official publications of the European communities

each fact referred to in article 13 of the regulation, within a period there

referred to. The notification shall be the Court at the expense of the State.



TITLE IV



SOME OF THE PROVISIONS ON THE AMENDMENT OF THE STATUTES OF THE EUROPEAN COOPERATIVE SOCIETY



§ 14



(1) the provisions of the statutes of the European cooperative society, which are in the

contrary to the agreement on the method and extent of the involvement of the staff of the European

cooperative society closed under this law are invalid.



(2) statutory authority shall indicate the statutes in accordance with the Treaty, on the scale and

how employee involvement, without undue delay after the

the contradiction of the statutes of the method and extent of the involvement of employees

European cooperative society detected; the general meeting about

not selected, at the next meeting, however, must be members of the European

cooperative society informed about the extent and reasons made

changes.



THE HEAD OF THE



THE ESTABLISHMENT OF A EUROPEAN COOPERATIVE SOCIETY MERGERS



§ 15



Expert review can be carried out under the conditions laid down in the specific

the law for all of the participating cooperatives to the merger of the two experts together; about

It shall be drawn up by experts from the joint expert report on the merger. Common

expert report on the merger, however, is not permissible, when provided for in the law

the Member State in which it has its registered seat of some of the cooperatives

participating in the merger.



section 16 of the



(1) The cooperatives that are involved in establishing a European cooperative

company mergers and that has a registered residence on the territory of the Czech Republic,

You may withdraw from the cooperative within a period of 30 days from the date when the Member

a meeting of the cooperative agreed to the approval of the proposal establishing the

European cooperative society mergers if the Member meeting

the meeting attended and did not vote for approval of the proposal. Membership

the withdrawing member shall cease on the date of delivery of the notice to the cooperative on the


speeches. Notification of withdrawal must be in writing and must

be given a reason. Speeches cannot be appealed.



(2) if the proposal referred to in paragraph 1 is decided by the Assembly of delegates,

a member may not delegate or who did not vote as a delegate for the

approval of the draft, to withdraw from the cooperative within a period of 90 days from the date when the

the Assembly of delegates approved the proposal referred to in paragraph 1.



§ 17



(1) a notary shall be issued by the certificate referred to in article 29. 3 of the regulation on the basis

the submitted papers. A certificate is a public Charter.



(2) the certificate shall contain the following particulars:



and) name, surname and address of the notary,



(b)) the place and date a copy of the certificate,



(c)), business name, registered seat, the identification number and the indication of the registration

cooperative involved in the creation of a European cooperative society mergers,

which the certificate is issued, in the commercial register,



(d)) to carry out all of the Declaration the notary acts and fulfilment of all the conditions,

that is a cooperative involved in the founding of the European cooperative

companies required to comply with merger,



e) data about what acts were performed and what conditions have been met

and how to ensure their compliance with the notary,



(f) a list of all documents) that have been submitted to notaries public, and



(g)) the imprint of the stamp of the notary and his autograph.



section 18



Cooperatives interested in the establishment of a European cooperative society mergers

notaries public shall submit these documents:



and the establishment of a European cooperative) the project company mergers and its design,



(b)) a copy of the notarial deed certifying decision of member meetings

or other similar highest authorities of all teams participating in the

the merger,



(c)), expert reports for all of the participating cooperatives, or common

expert report



d) certifying that the Charter has been published



1. the design of the project and



2. a warning to the members and creditors of their right to inspect at the registered office

each of the teams participating in the establishment of a European cooperative

the company's merger into the designated documents,



(e) report of the Board of directors or the Board) of the Council of the reasons for the proposal

the establishment of a European cooperative society mergers,



(f) a statement of all the members of the Board) and the Audit Commission or

the Management Board and the Director-General of all the participating cooperatives made by the

in the form of a notarial deed that



1. it is not known to them, that would have been filed for annulment

the resolution of the Member meeting, the general meeting or other like Supreme

authority of a cooperative or an action for nullity of the project Foundation

European cooperative society mergers or that all the proceedings of the

the species has been completed or that any authorized person

This right is renounced as laid down by a special law,



2. the rights of all the members and creditors as provided for by the regulation and the other

the law has been satisfied or secured or that with these

persons was concluded the agreement about another solution to their mutual relations, and that they

It is not known that anyone could apply to any of the teams

participating in the establishment of a European cooperative society mergers of any

right,



3. all data and information provided by members, creditors and the public notaries are

the full, correct and factually substantiated and



g) documents certifying that the some of the pending proceedings referred to in

article. 29. 3 of the regulation.



§ 19



(1) compliance with the requirements laid down by law for the registration of European cooperative

the company established by merger in the commercial register certifying notary,

who has issued a certificate under section 17 and 18, or another notary, if the

the European cooperative society is entered in the commercial register.

A certificate is a public Charter.



(2) a notary shall issue a certificate at the request of the Czech of the participating cooperatives to

the basis of the documents submitted to him. The implementing legislation provides for

which documents show that



and the project was approved by the merger) of all participating teams in the same

the text,



(b)) was in accordance with this law determined the way and the extent of the involvement of the

staff of the European cooperative society,



(c)) was submitted to the participating cooperatives all certificates issued by the Czech

under section 17,



(d)) was presented to all interested associations of foreign certificates

issued by the competent public authorities for every foreign

the participating team,



(e)), the other requirements are met, as required by the Czech legal order for

European cooperative society registration in the commercial register.



(3) a certificate of legality of the completion of the establishment of a European cooperative

company mergers has



and the name and surname of the notary public) and its registered office,



(b)) the place and date the copies of the certificates of the legality of establishing complete

European cooperative society mergers,



(c)) of the company, the registered office, the identification number and the legal status of all Czech

the participating cooperatives and companies, where appropriate, the names of the registered office and legal form

all of the foreign participating cooperatives,



(d) a list of the documents that) were submitted to notaries public certificate, and



(e) a statement that the notary) is personally convinced, that



1. was the project of the merger has been approved by all the participating cooperatives in the same

the text,



2. in accordance with this law determined the way and the extent of the involvement of the

staff of the European cooperative society,



3. He was presented by all the participating associations the Czech certificate

issued under section 17,



4. He was presented by all foreign associations concerned

the certificate issued by the competent public authorities for every

Foreign participating team,



5. other requirements are met, as required by the Czech legal order for

European cooperative society registration in the commercial register.



(4) a notary certificate of legality of the completion of the establishment of a European cooperative

the company's merger with the procedure by a special Act refuses to issue,

If the participating cooperatives do not submit the required documents or other

the Charter of a notary to issue the certificate reasonably required.



TITLE VI OF THE



CHANGE OF THE LEGAL FORM OF A COOPERATIVE ON THE EUROPEAN COOPERATIVE SOCIETY



section 20



The cooperative's Board of Directors shall establish the project changes to the legal form of the cooperative on the

the European cooperative society into a collection of documents of the business register and the

publish it in the trade journal within the time limit laid down in article. paragraph 35. 4

of the regulation.



section 21



The Court shall appoint an expert for the certificate of compliance with the conditions laid down in the article. 35

paragraph. 5 of the regulation the procedure laid down by the law on transformation

companies and cooperatives at the change of the legal form of a cooperative joint-stock

the company.



TITLE VII



THE INTERNAL STRUCTURE OF A EUROPEAN COOPERATIVE SOCIETY



Part 1



Two-tier system



section 22



Member of the Audit Commission, which is temporarily authorized to exercise the function of Member of the

the Board of Directors, shall perform this function only to the next session of the General

meeting of the European cooperative society, which chooses a new Member

the Board of Directors; on this day his credentials to exercise the function.



section 23



The statutes of the European cooperative society may determine that the members of the

the Board of Directors is elected and removed by the general meeting.



section 24



(1) the Board of Directors of the European cooperative society, which has registered

registered office on the territory of the Czech Republic, must have at least 3 members.



(2) the Audit Commission the European cooperative society, which has registered

registered office on the territory of the Czech Republic, must have at least 3 members.



Part 2



The one-tier system



Section 1



The Administrative Council



§ 25



(1) the Board must have at least 3 members.



(2) members of the Administrative Council is elected and removed by the general meeting.



(3) If a member of the Management Board of a legal person, shall exercise the rights and

the obligations associated with its membership on the Board of a natural person,

which is authorised to do so; proxy must be in writing. Agent

must meet the same conditions as if he had been a member of the Management Board

personally, in addition to membership in the European cooperative society, and must not

to grant more power to a third party for this purpose.



section 26



(1) to attend the meetings of the Management Board shall invite the Director General of the always

and authorized the Director (section 30).



(2) if the Management Board convened for a period longer than 3 months,

invitation request the President of one third of the members of the Management Board, with the

agendas, which applicants designate. If the President doesn't call the Board

within 3 days of receipt of the request to its attention, it may convene themselves

the applicants; the associated costs shall be borne by the European cooperative society.



(3) the convening of a meeting of the Board of Directors may request the President of the Administrative Council

the Director-General, with agendas, who Director-General

Specifies. If the President doesn't call the Board within 3 days from receipt of the request to

his attention, it may be convened by the Director-General himself; associated costs

shall be borne by the European cooperative society.



(4) a narrowing of the proposed agenda item referred to in paragraphs 2 and 3, against the will of the

the applicants or of some of them is not allowed.



section 27 of the



(1) the Board determines in accordance with the rules of procedure of the activity

the European cooperative society, unless that's reserved for decision

the general meeting, and shall supervise their proper performance. The Management Board shall

may examine any matter concerning the European cooperative

the company, unless the regulation, this Act, the Special Act, or

the statutes confer the competence of the general meeting.



(2) the resolution of the Management Board are for all the institutions of the European cooperative

the company in addition to the general meeting of the binding.



(3) when the conflict between the resolutions of the general meeting and the Board of Directors shall

in accordance with the resolution of the general meeting; rights acquired by third parties in the

good faith, this does not affect.



Section 2



Chairman of the Board



section 28



(1) the Chairman of the management board represents the Board organizes and controls

its activities and supervises the proper performance of the functions of the organs of the European cooperative

the company. On its findings and on the activities of the Management Board shall inform the

General meeting.



(2) the Chairman of the Management Board shall represent the European cooperative society in the

proceedings before public authorities against persons who are the authority of the

European cooperative society or its member.



(3) the Board may temporarily entrust the performance of the functions of the President of another of the

its members, unless the Chairman of the Board temporarily eligible for performance

function.



Section 3



The Director-General



section 29



(1) the Director General of the European cooperative society of monist

the structure of its statutory authority. The Director General shall be appointed and


dismissed by the Board. The Director-General may be appointed at the same time

and the Chairman of the Board.



(2) the Director is the responsibility of jednatelské authority and business

the leadership of a European cooperative society.



(3) the Director General shall be the Chief Clerk of the European cooperative

the company.



Section 4



Authorized Director



section 30



(1) the Board may, on the proposal of the Director General to appoint one

or more designated directors, if the statutes do not prohibit.



(2) authorised by the Director shall be a member of the Management Board, General

the Director and the head of the European cooperative society.



(3) the Director shall determine the scope of delegated administrative board after

a previous agreement with the Director General.



(4) if there is more than one authorized appointed Director, each

entitled to the individual business lines and to separate negotiations

on behalf of the European cooperative society to the same extent as

the Director General, unless the articles of association or the resolutions of the Board of Directors determine

something else.



Section 5 of the



Common provisions on the institutions of the European cooperative society

monistického system



section 31



In cases that are not covered in the regulation or in this part of this Act with

on the position of the Board, its members and the President and Chief

the Director and authorised the Director shall apply the provisions of the Board of Directors and

the Inspection Commission of the cooperatives which best correspond to the nature and scope of the

These authorities.



§ 32



(1) a member of the Management Board, the Director-General and authorized the Director

may be the only person who fulfils the conditions for membership in the

Directors of the cooperatives provided for by special laws. The Chairman of the Board

the Council, which is the General Director, and the Director-General and authorized

the Director may just be a natural person.



(2) the date when the Member of the Management Board, the Director-General and authorized the Director

ceases to comply with any of the conditions of performance of the functions of its function

shall cease; without prejudice to the rights of third parties acquired in good faith.



(3) the Remuneration of the Director General and responsible for the Director specifies administrative

the Council and the contract for the execution of the function, if sealed, shall be signed by a

the European cooperative society designated by the Management Board after the previous

the consent of two-thirds of the votes of all the members of the Management Board. A contract concluded

without the prior consent of the Board is invalid.



(4) the Director General and responsible for the Director shall be responsible for any damage caused by

European cooperative society in the discharge resolution for the general meeting, or

the Board, which is in conflict with the law or the statutes

a European cooperative society.



(5) the restrictions and permissions jednatelského Director-General responsible for

the Director is not effective against third parties, even if it was published.



(6) the provisions of the special law on the term of a member of the authority

cooperatives do not apply to the Director-General, who is the Chairman of the Board

the Council, and for the authorized Director.



TITLE VIII



CANCELLATION BY A COURT OF A EUROPEAN COOPERATIVE SOCIETY



section 33



(1) if the actual seat of the European cooperative society, which has

the registered head office in the territory of the Czech Republic, would be in breach of article. 6 first

the sentences passed regulation outside the territory of the Czech Republic, the European

cooperative society shall without undue delay take some of

corrective measures provided for in article. paragraph 73. 2 of the regulation, in order to

recovery of actual Headquarters on the territory of the Czech Republic.



(2) If there is no remedy within 3 months from the date when the

violation of article. 6 the first sentence of the regulation, the Court may, without an application by the European

cooperative company to cancel and order its liquidation. The European

cooperative society shall be repealed on the date of the decision of the Court.



(3) prior to the decision referred to in paragraph 2, the Court shall provide the European cooperative

the company's deadline for corrective action, which may not be less than 90 days and longer

than 150 days. Period can be on the proposal for a European cooperative society

be extended only once and not more than 60 days.



§ 34



If it finds any public authority, that the Head Office of the European

cooperative society, which has its registered office in another Member

the State is located on the territory of the Czech Republic, is obliged without undue

delay inform the Ministry of Justice, which on this

the findings without undue delay, inform the competent authority of the Member

the State in which the European cooperative society has its registered seat.



TITLE IX OF THE



CHANGE OF THE LEGAL FORM OF A EUROPEAN COOPERATIVE SOCIETY TO A COOPERATIVE



section 35



The statutory authority of the European cooperative society, which has registered

registered office on the territory of the Czech Republic, save the project changes of legal form

European cooperative society into a collection of documents and publish it in

The business journal.



section 36



For the purposes of the valuation of the assets of a European cooperative society, which has

the registered head office in the territory of the Czech Republic, which changes its legal form

on the cooperative, appraiser for valuation of the assets of the Court, the procedure laid down

a special law, for the appointment of an expert to change the legal form of a cooperative.



PART THE SECOND



INVOLVEMENT OF EMPLOYEES IN EUROPEAN COOPERATIVE SOCIETY IN DECIDING ON THE

THE AFFAIRS OF EUROPEAN COOPERATIVE SOCIETY



TITLE I OF THE



INTRODUCTORY PROVISIONS



§ 37



(1) the staff of the European cooperative society, the employees of a subsidiary

the company and the European cooperative society employees working in

organizational folder of European cooperative societies (hereinafter referred to as

"the staff of the European cooperative society") have the right to participation

in decision-making about matters European cooperative society for the

the conditions and in the manner laid down by this law.



(2) the right to participation in decision-making about matters of the European

cooperative society means such procedures under this Act,

which employees can a European cooperative society, directly or

indirectly affect the decision-making bodies of the European cooperative society

(hereinafter referred to as the "right to participation").



(3) the right to participation has



and the) right to information and consultation and



(b)), the right to vote and to be elected, appoint, recommend or agree or

disagree with the choice or the appointment of members of the management board or supervisory

the Commission of European cooperative societies (hereinafter referred to as "the right to influence").



section 38



(1) the right to information and consultation covers all issues,

concerning a European cooperative society and its organizational

components and subsidiaries in the territory of the European cooperative society

Member State or which exceed the powers of the decision-making organs in the

one Member State. Discussing means of establishing dialogue and Exchange

of views between the special negotiating body, by the Staff Committee,

the employees ' representatives or the employees and by the competent authority of the European

cooperative society, and at the time, manner and content of which

enable the special negotiating body, the Staff Committee, the representatives of the

employees or employees on the basis of express

information opinion on the planned measures of the competent authority, that

can be taken into account in the decision-making process in the framework of the European cooperative

the company.



(2) the necessary information must be provided to the employees always in

sufficient time and in such a range, to ensure the

sufficient awareness of employees and you can effectively use in

accordance with this law, in particular to prepare for the discussion.



section 39



Concerned is a legal person means a legal person that is

participating in the establishment of a European cooperative society.



section 40



(1) subsidiary means a company in which the legal person

referred to in section 39 a decisive influence. Decisive influence exercised legal

person, if



and) on the capital of the company, directly or indirectly involved in more

than 50%,



b) controls the majority of the voting rights associated with the participation of

in the capital of the company, or



(c) may appoint a majority of the members) of the Board of Directors, supervisory board or

the Administrative Council or any other similar body of a company Manager.



(2) If a multiple legal entities from the same group meets any of the

the conditions referred to in paragraph 1, shall be considered a legal person, which

exercises a determining influence, the one that satisfies the condition specified in

paragraph 1 (b). (c)), unless it is shown that the decisive influence exercised

other legal person.



(3), the voting rights referred to in paragraph 1 (b). (b)), shall be considered as

the law, which can perform a subsidiary legal persons or

a person acting on behalf of or for the account of the legal person or on behalf of the

or on behalf of its subsidiaries.



(4) a dominant influence referred to in paragraph 1 is never legal person, which

It provides for the directly applicable European Community regulation ^ 5).



(5) a dominant influence referred to in paragraph 1 is never even a person whose influence

stems only from the fulfilment of the obligations imposed by the legislation of the Member State

in the performance of functions in connection with the liquidation, cessation of payments,

bankruptcy, composition or similar proceedings.



(6) the Existence of decisive influence is assessed in accordance with the rule of law,

the Member State which shall be governed by the internal law of the considered ratios

the person, and if those not governed by the law of any Member State,

shall be assessed in accordance with the legal order of the Member State on whose territory the

is any form of representation of the legal person under consideration. If it is not

such representation, the existence of decisive influence by

the legal order of the Member State in which is located the main administration

the companies of the Group controlled by a legal person to be addressed, which

It has the highest number of employees.



§ 41



(1) The subsidiary shall mean a subsidiary undertaking

a participating legal entity which is proposed to become a subsidiary of

a European cooperative society.



(2) The organizational means the organizational component, which is

the State has the organizational component of a European cooperative society.



section 42



The relocation of the registered seat of a European cooperative society, or from the

the territory of the Czech Republic will not lessen the degree of involvement of the staff of the European

cooperative society.



TITLE II



NEGOTIATIONS ON THE INVOLVEMENT OF EMPLOYEES IN EUROPEAN COOPERATIVE SOCIETY



Part 1




Rules for the establishment and composition of the special negotiating body



§ 43



(1) when negotiations on the involvement of employees in European cooperative society

represents the employees of the participating legal entities concerned

subsidiaries and organizational components concerned, special

the Negotiating Committee (hereinafter referred to as "Negotiating Committee").



(2) unless otherwise provided, the provisions of section 44 to 69

only on negotiations on the involvement of employees in European cooperative

a company that has or will have a registered residence on the territory of the Czech

of the Republic.



§ 44



(1) the statutory or other leading organs of the participating legal entities

shall adopt, without undue delay after the acquisition of project design Foundation

European cooperative society mergers or after the conclusion of the agreement on the preparation of the

the establishment of a European cooperative society and the measures needed to establish a

the activities of the Negotiating Committee.



(2) a legal person that has a registered residence on the territory of the Czech

of the Republic, shall be published without undue delay in the business journal

the information of the intention to establish a European cooperative society.



(3) the statutory or other leading organs of the participating legal entities

shall provide, without undue delay to all employees and agents

employees under labour legislation, if they are ustaveni,

the appropriate form, the following information:



and) name and surname or business name, or the name and address of the registered

the seat, if different, the legal form and the number of employees in all

the participating legal entities as of the date of publication of the information referred to in

paragraph 2,



(b)), the name and surname or business name, or the name, registered seat and

the seat, if different, the legal form and the number of employees of all subsidiaries

by the participating legal entities as of the date of publication of the information

referred to in paragraph 2,



(c) the number of staff and location) of the organisational units of the participating

legal persons located in other Member States,



d) details of the method and extent of the impact on the rights of the employees

the composition of the organs of the participating legal entities and the



(e)) the number of employees of the participating legal persons authorized to

to exercise the right to influence.



(4) the obligation to establish a negotiating Committee and proceed under this part

the law is given without losing sight of the fact, in which a Member State has

have managed the European cooperative society of its registered head office.



section 45



(1) the members of the Negotiating Committee will be elected according to the number of employees

the participating legal entities, which have in each Member State, each

the legal person concerned.



(2) the choice of the members of the negotiating body representing employees

the participating legal entities and concerned subsidiaries and

staff working in the organisational components is governed by the

the provisions of § 290 paragraph. 4 of the labour code and the provisions of this Act.



(3) a member of the Negotiating Committee may be elected



and an employee of a participating legal entity),



(b) the staff member concerned subsidiary),



(c)) an employee working in the business folder and



(d)) a person who is an official or a representative of the trade unions, and

When is an employee of the participating legal entities, the subsidiary

the company or the concerned organizational folder.



(4) a person who has been elected as a member of the Negotiating Committee, does not terminate the

membership in the Negotiating Committee if the demise of its

the employment relationship with the employer, whose employees it represents, may

However, resign representations on the nearest

the meeting of the Negotiating Committee; by its membership in the Negotiating Committee

shall cease.



(5) the members of the negotiating body representative of the employees of the other

Member States than from the Czech Republic to elect or appoint the way

laid down by the legislation of the other Member States.



section 46



(1) i begun On every 10% of employees of the participating legal entities

persons and concerned subsidiaries and employees working in the

organisational components concerned, who are employed in the same

Member State, calculated from the total number of employees of the participating

legal entities and concerned subsidiaries and employees

working in the concerned organizational folders in all Member

States, shall be elected one member of the Negotiating Committee.



(2) For the purposes of determining the categories of persons who have the right of election or appointment

the members of the Negotiating Committee, is applicable, the number of employees of the participating

legal entities and concerned subsidiaries and employees

working in the concerned organizational folders by the date of publication of the proposal

the establishment of a European cooperative society.



section 47



(1) If, in establishing a European cooperative society mergers will not be

in the space occupied by the Negotiating Committee in such a manner that the employee

each of the zanikajícího cooperative involved in the merger represent at least

one member of the Negotiating Committee, directly or indirectly elected or appointed

These employees (hereinafter referred to as "direct representative"), to increase the number of members of the

the Negotiating Committee so that they can be in negotiating Committee

represented employees of each cooperative involved in the zanikajícího

the merger.



(2) if the number of members of the Negotiating Committee, supplemented by

paragraph 1 in all the Member States must not exceed the number of members of the

the Negotiating Committee established in accordance with section 46 of the more than 20%,

the number of the members of the Negotiating Committee, only about 20% of that additional space

divide one by the direct representatives of the employees of the participating cooperatives

in order of the number of employees employed in each Member

States.



(3) place in the Negotiating Committee designated for the representatives of the employees

the participating legal entities and concerned subsidiaries

employees working in organizational folders that are located on the territory of the

The Czech Republic will occupy, so that the staff of each of the participating

legal person, concerned subsidiaries and employees

in each organizational folder that is located on the territory of the Czech Republic felt

at least one direct representative.



(4) If you cannot proceed in accordance with paragraph 3, shall elect the members of the

the Negotiating Committee, so that the employees of each of the zanikajícího cooperative

registered offices located on the territory of the Czech Republic participating in the merger

He represented in the Negotiating Committee a direct representative. The remaining places in the

the Negotiating Committee shall be divided between the representative of the other employees of the

The Czech Republic the procedure under section 48. If no such place

nothing will be the election of the members of the negotiating body, according to the first sentence

to represent all the employees from the Czech Republic, each equal to

the work.



(5) if the number of places in the Negotiating Committee designated for representative

employees from the Czech Republic, even after a possible increase in the number of members of the

the Negotiating Committee in accordance with paragraphs 1 and 2, or in accordance with the relevant

the provisions of the law of the Member State in which the European

cooperative society of its registered seat, lower than the number of companies

cooperatives are registered based on the territory of the Czech Republic participating in the

the merger, these places so as to direct the representatives represented the

employees of the companies registered cooperatives based in the territory of the Czech

Republic participating in the merger, in order according to the number of their

employees.



(6) the members of the Negotiating Committee, the election referred to in paragraph 5, at the same time

they represent all the employees from the Czech Republic, each equal to

the work.



section 48



If the European cooperative society established in any other way than merger

and the number of participating legal entities concerned subsidiaries

and the organizational folders that are located on the territory of the Czech Republic is

higher than the total number of places in the Negotiating Committee designated for

representatives of the employees from the Czech Republic, will occupy this space, so that

direct representative in the Committee gradually participating legal

the person concerned subsidiaries and concerned business folder, and it

always in order according to the number of their employees on the territory of the Czech Republic.



section 49



The choice of the members of the negotiating committee representing employees of the participating

legal entities and concerned subsidiaries with registered office in the territory

The Czech Republic and the staff working in the organizational

the folders that are located on the territory of the Czech Republic is governed by the provisions of section 47

and 48 always, even if the European cooperative society has or does not have the

the registered head office in the territory of the Czech Republic.



section 50



(1) the distribution of seats in the Negotiating Committee shall be carried out in a way that

It is clear how many employees that Member represents.



(2) each Member of the Negotiating Committee shall notify the bargaining Committee, without

undue delay after the establishment of the Negotiating Committee, but no later than at the

the constituting meeting of the Committee



and how many employees it represents and)



(b)) in the Member State in which the participating legal

the persons concerned subsidiaries and concerned business

These workers are employed in the resolution for each

the Member State of the legal person and the organizational folder.



section 51



(1) if in the course of negotiations on the participation of employees in the

decisions on matters of European cooperative society to a substantial

change



the number of and) in participating legal entities concerned subsidiaries

the companies and organizational components concerned,



(b)) in the number of employees of the participating legal entities and concerned

subsidiaries and employees working in the

organisational components, or



(c) distribution of number of employees) in each of the participating

legal persons concerned subsidiaries and concerned

organisational components,



the result of the substantial deviation is the composition of the Negotiating Committee

from the rules laid down in the provisions of section 45, 46 and 47, paragraph. 1 and 2,

performs a new distribution of seats in the Negotiating Committee.



(2) the new distribution of seats in the Negotiating Committee shall be always so that

personnel changes hit the lowest number of existing members

the Negotiating Committee.



Part 2



Rules of operation and the position of the negotiating body of employees



section 52



(1) the statutory or other similar leading authorities participating

legal persons without undue delay after the establishment of the negotiated


the Committee shall take the following steps:



and negotiating body shall send a written) the proposal for the establishment of the European

cooperative society



(b)) shall inform the negotiating body with all information about the process

the establishment of a European cooperative society until its creation,



(c)) shall inform the negotiating body counts of employees of the participating

legal entities and concerned subsidiaries and employees

working in the concerned organizational folders in the resolution for the

the individual Member States, legal persons and organizational folder



(d)) shall ensure that the members of the Negotiating Committee and its adequate financial,

organizational and material conditions for its activity and



(e)) will launch negotiations with the Negotiating Committee to reach agreement on the way in and

the extent of participation of employees in the European cooperative society

making decisions about his affairs.



(2) If, before the conclusion of the contract of the nature and extent of involvement

staff of the European cooperative society, or the adoption of a resolution

under section 57 to a significant change in the information provided, will be about

the Negotiating Committee is informed without undue delay after this change

occurs.



section 53



(1) the bargaining Committee may invite to the meetings of the professional advisor,

in particular, representatives of trade unions at the level of the European Community or of the

each of the Member States in which they work by participating employees.

Regardless of the number of invited expert advisors, however, interested

a legal person shall bear the cost of only one vocational counselor for

the area.



(2) the advance shall be endorsed by the participating legal entities and will continuously pay

any factually justified and efficiently incurred costs associated with the activities of the

negotiating body and its individual members. This obligation applies

for each participating legal entity established on the territory of the Czech

Republic without losing sight of the fact in which the Member State has or

have a European cooperative society has its registered seat.



(3) Negotiating Committee may decide that it will inform the

the opening act of a third person, especially the unions.



(4) persons who have been informed the Negotiating Committee referred to in paragraph 1

or 3, shall be obliged to maintain confidentiality, mutatis mutandis, in accordance with section 54.



§ 54



(1) the Chairman of the Negotiating Committee is always or other negotiated

the Committee in charge of the person; the right to representation before the Court, it is not

prejudice. The members of the Negotiating Committee are required to maintain the confidentiality

of all the information that is learned in the context of the negotiations and the

that have been in their provision of marked confidential; This applies without

regardless of who provided the information in question and that the employee

the individual members of the Committee represent. Obligation of secrecy endures even after

the end of the negotiations.



(2) a participating legal entity shall provide further negotiating Committee

any additional information that is requested This does not apply, if the

the Court on the proposal of the Committee or of a participating legal entity legitimately

decided that the legal person concerned is not required to specific information

provide. The Court decides about the failure to provide information, if

the provision of information seriously jeopardise or make it impossible to

the pursuit of the activities of the participating legal entities or European

cooperative company, its subsidiaries or its

organisational components in any Member State and the Committee information

clearly doesn't need.



(3) If the European cooperative society or legal

a person requests that the negotiating body maintain confidentiality without

serious reason, the Court shall decide on the proposal for a negotiating body or

a member of the Negotiating Committee, after which the confidentiality required

the obligation of secrecy shall lapse on the date of the decision.



(4) the burden of proof in proceedings referred to in paragraphs 2 and 3, the person who has

refused to provide information or that insists on maintaining the obligation

confidentiality agreement.



(5) where the procedure under paragraph 2 or 3 leads before the courts of the Czech

Republic is negotiating Committee always procedurally incapable, even when

the European cooperative society has or does not have its registered seat in

the territory of the Czech Republic.



section 55



(1) For the performance of the functions of a member of the Negotiating Committee, does not belong to the reward.



(2) any form of direct or indirect advantages, or direct or

indirect discrimination, a member of the Negotiating Committee in connection with the performance of

function is prohibited. Legal acts, which are in conflict with it, are

invalid.



Part 3



The rules for a quorum and the negotiations negotiating body of employees



section 56



(1) the resolution adopted by the Negotiating Committee shall decide by a majority of

Members, if these members at the same time representing a majority of the employees

all the participating legal entities and concerned subsidiaries and

employees working in the concerned organizational folders.



(2) the Treaty concerning the method and extent of the involvement of the staff of the European

cooperative society, which leads to a reduction in the influence of staff on

the composition of the institutions of the European cooperative society against the State

It is, if the contract has not been concluded, shall be approved by at least 2/3 of the votes

all members, if these members at the same time representing at least 2/3 of all

the employees of all the participating legal entities and concerned subsidiaries

the company and the employees working in the organizational

folders, and from at least two different Member States.



(3) the provisions of paragraph 2 shall not apply if the right of the influence it has in

previous participating legal entities only



) and less than 25% of the total number of employees of the participating legal entities

persons, if the European cooperative society established by the merger, and



(b)), less than 50% of the total number of employees of the participating legal entities

persons, if the European cooperative society established in any other way than

mergers.



(4) each Member of the Negotiating Committee has one vote; the provisions of paragraphs

1 to 3 shall remain unaffected.



§ 57



(1) the resolution adopted by the Negotiating Committee may by a majority to be determined

pursuant to § 56 paragraph. 2 decide that



and has not started negotiations on the way) and the extent of the involvement of the staff of the European

cooperative society, or



(b)), launched negotiations on the method and extent of the involvement of the staff of the European

cooperative society exits.



(2) If some of the negotiating body, shall adopt the decisions referred to in

paragraph 1, that



and the involvement of employees) a European cooperative society is limited to

the right to information and consultation in the range specified by legislation

of the Member State in which the European cooperative society

employees, and



(b)) the provisions of § 73 to 98 shall not apply; the provisions of the special law on the

employee access to transnational information and consultation that are not

without prejudice to the.



section 58



Negotiations on the method and extent of involvement of employees in European cooperative

the company shall not be longer than 6 months from the date of the constituent

meetings of the Negotiating Committee. The parties may, however, agree on the

extension of this period. The total period of negotiations on the method and extent of participation

staff of the European cooperative society, however, must not be longer than

one year from the date of the constituent meeting of the Negotiating Committee.



section 59



(1) the European cooperative society reconstituted Negotiating Committee,

If requested in writing at least 10% of the staff of the European

cooperative society or their representatives. The obligation to establish

the Negotiating Committee, however, no earlier than the expiry of two years from the

the adoption of a resolution under section 57; This is without prejudice to the possibility to set up a Committee

previously on the basis of mutual agreement.



(2) if the Negotiating Committee shall decide on the renewal of the negotiations, but

the involvement of the Treaty will be concluded, the provisions of section 73 to 98 shall not apply.



section 60



If they are employees of the cooperative, which changes its legal form to a

the European cooperative society, the right to influence the composition of the organs of the cooperative

on the date of registration of the change of legal form to the commercial register, the provisions of section

57 and 59 shall not apply.



Part 4



Contract for the involvement of employees in European cooperative society



section 61



Agreement on the method and extent of involvement of employees in European cooperative

of the company (hereinafter referred to as the "agreement on the participation of") must be in writing and

must contain at least



and the scope of the agreement),



(b) the composition of the Committee staff) the number of members and allocation of seats in the

the Staff Committee,



(c) the scope of the permission of the Staff Committee) against the Board of Directors, supervisory

the Commission, the Administrative Board, the Director-General and authorized the Director in

the provision of information and a procedure for the provision of information and consultation

the involvement of employees,



(d) the frequency of meetings and the way) convene a Committee of employees,



(e)) substantive, financial and organizational prerequisites for the activities of the Committee

employees,



(f) the date of entry in the contract) the effectiveness,



(g)) the time at which the contract was concluded, and



(h)) situations where the obligation to launch new negotiations on the involvement of

staff of the European cooperative society, and the procedures for these

cases.



section 62



If the parties agree to the rules without informing and consulting

the establishment of the Staff Committee, this must be the rules in the Treaty on

involvement included; the provisions of section 61 (a). b), c), (d)), and (e)) shall not apply.

For the legal status of persons, through which employees can

to exercise their rights to information and consultation procedures instead of a Committee

staff, shall apply mutatis mutandis to the provisions of section 54 and 55.



section 63



The parties may agree that the staff of the European cooperative

the company will have the right impact. In this case, the contract for the

the involvement of the definition of the rights of influence include, in particular, the procedures for the selection,

the appeal, recommending how members of the management board or supervisory

the Commission staff, or their representatives, the rights of members and information

How many members of the management board or the Supervisory Commission of the European cooperative

company employees can or their representatives vote, plead,

recommend or oppose, with the choice of or reference

they may disagree.



section 64



Contract for the involvement of employees in European cooperative society, which

is or should be formed by changing the legal form of a cooperative must contain

at least the same level of involvement of employees in European cooperative


the company, as it was in the team before the change of the legal form.



section 65



(1) the provisions of the Treaty concerning the involvement of which is in conflict with this Act

infringed or restricted the right of employees of the European cooperative

the company's involvement, are invalid.



(2) if not agreed in the contract on the involvement of something else, the provisions of section

73 to 98 shall not apply.



section 66



(1) the parties may agree that the staff of the European cooperative

the company, which does not have and does not have its registered seat within the territory of the Czech

of the Republic have the right to participate in and vote at meetings of the General Assembly,

section of the general meeting or general meeting held through

representatives of the members, if it does not preclude legislation of a Member State

the registered seat of a European cooperative society.



(2) if the registered seat of the European cooperative society

moves to the territory of the Czech Republic, then of the Treaty provisions on the involvement of

on the right of workers to participate in and vote at a general meeting of the European

cooperative society shall cease on the date of registration in the new premises

the commercial register.



Part 5



To the absence of an agreement on the involvement of employees in the European

cooperative society



§ 67



If the statutory or other similar leading authorities of all the participating

legal persons, within the period referred to in section 58 speaks the unconditional consent of the

with the application of the provisions of this law on the Staff Committee and the law

the influence of employees, is not a contract of engagement within the time limit referred to in

section 58 and negotiating body has not taken any decision under section 57,

involvement of employees in European cooperative societies the provisions of § 73

up to 90; the provisions of section 68 shall not be affected thereby.



section 68



(1) the staff of the European cooperative societies have the right under the influence

This law, if employees of the cooperative, whose legal form is

changes on the European cooperative society, have the right to influence the date of the registration

changes of legal form to the commercial register.



(2) the staff of the European cooperative company resulting from the merger shall have the right

influence under this law, if it had to date of the European

cooperative society law influence in at least one participating legal

the person of at least 25% of all employees in all the participating legal entities

persons. The bargaining Committee may, however, decide that the right impact by first

the sentence will be employees of the European cooperative society have even if the

If the right influence was before the creation of a European cooperative society

less employees than what is stated in the first sentence.



(3) the employees of the European cooperative society arising out of in any other way

than a merger or change of legal form have the right impact under this Act,

If you had to date of the impact of the European cooperative society law

in at least one participating legal entity at least 50% of all

the employees of all the participating legal entities. However, the Negotiating Committee

may decide that the right referred to in the first sentence will impact employees

European cooperative society have the right, even if the impact should

before the creation of a European cooperative society less employees than

how much is stated in the first sentence.



§ 69



(1) if the conditions for the exercise of the right of the influence of the staff in the individual

the participating legal entities decides to substantially different,

the Negotiating Committee that the way the exercise of influence in the European

cooperative society, and its decision shall be applied without undue delay

communicate to the statutory or other similar leading authorities of all

the participating legal entities, saying that his decision is binding.



(2) unless a negotiating Committee within a reasonable time, but not later than

within 60 days from the date on which the time limit for the negotiations passed the method and extent

involvement of employees in European cooperative society,

the staff of the European cooperative society have such performance conditions

What are the rights of influence, in the participating legal entity with the highest degree of

rights of influence and with the best conditions for its performance for employees.



TITLE III



INVOLVEMENT OF EMPLOYEES IN EUROPEAN COOPERATIVE DECISION-MAKING

COMPANIES IN THE FORMATION OF A EUROPEAN COOPERATIVE SOCIETY WITHOUT THE RULE OF

The PREDECESSOR



section 70



The staff of the European cooperative society, which was founded only

natural persons or legal persons and only one legal

person, which together employ at least 50 employees in at least

two Member States, have the right to participation; the provisions of section 37 to 69

apply by analogy with the fact that the interested legal entity means

the European cooperative society.



section 71



(1) the staff of the European cooperative society, which was founded

only natural persons or natural persons, and only once

a legal person, which together employ fewer than 50 employees

or employ at least 50 employees in a single Member State,

they have a right to participation in the decision-making process and the information in the extent

established by the legislation of the Member State in which it has or should have

the European cooperative society of its registered head office.



(2) the employees of the subsidiaries and business areas of the European

cooperative society as defined in paragraph 1 have the right to participation

decision making and information to the extent provided for by the legislation of

the Member State in which it has its registered office or subsidiary in which the

placed the European cooperative society.



section 72



The right to the involvement of employees, if after the establishment of the European

cooperative society as defined in § 71 paragraph. 1 request in writing at least

one third of the total number of employees of the European cooperative

the company, its subsidiaries and business areas of the

at least two different Member States or in at least two

Member States, the total number of employees of the European cooperative

the company reaches 50 employees; the provisions of section 37 to 69 with

shall apply mutatis mutandis.



TITLE IV



THE COMMITTEE STAFF OF THE EUROPEAN COOPERATIVE SOCIETY



Part 1



Basic provisions



section 73



(1) the staff of the European cooperative society are in range and

in the manner prescribed by this law, the right to information and consultation.

These rights apply via the Staff Committee or other

in the manner prescribed in the contract of participation.



(2) the number of members of the Committee, the method of their choice and the competence of the Committee

employees in the relation to the Board of directors or the Management Board and to the General

the Director adjusts the statutes of the SCE in accordance with the

the involvement of the Treaty. The provisions of sections 74 to 85 shall apply only when the

If the law so provides, or the contract of participation.



(3) for the members of the Committee staff and their professional advisors and their

rights and obligations, the provisions of § 53 and 54 shall apply mutatis mutandis.



§ 74



(1) the election of the members of the Committee staff, who are to be elected from among the

staff of the European cooperative society working in Czech

Republic, shall be governed by the relevant provisions of the General labour law

the provisions applicable to the choice of the Council staff and representatives for the area

safety and health at work, unless otherwise provided by this Act.



(2) the provisions of paragraph 1 shall apply without losing sight of the fact, in which

the Member State of the European cooperative society has its registered seat.



§ 75



The method of election or appointment of the members of the Committee staff who will

to represent the staff of the European cooperative society from other

Member States than from the Czech Republic, governed by the law, or

local prevailing practice of the Member State concerned.



Part 2



Determination of the number of members of the Staff Committee



§ 76



(1) the Members of the Staff Committee are elected, the staff of the European

cooperative society.



(2) the term of Office of the Staff Committee is 5 years from the date of the elections to the

of the Committee.



(3) for every 10% of employees and initiated a European cooperative

the company, who are employed in the same Member State,

calculated from the total number of employees of the European cooperative

companies in all Member States, will elect one member of the Committee

employees.



§ 77



(1) If, during the term of Office of the Committee of employees of such

the increase in the number of employees in a European cooperative society

a Member State may, pursuant to section 76, paragraph. 3 it seemed more places,

increase the number of members of the Committee to adequately staff.



(2) On the newly created space shall be carried out in such a by-election

in a way, that the newly elected member or members of the Staff Committee

represented primarily those employees, whose number has increased the number of

staff of the European cooperative society in that Member State.



(3) Additional members shall be elected only to the remainder of the term of Office of the Committee

employees.



§ 78



(1) If, during the term of Office of the Committee of employees of such

reduce the number of employees in a European cooperative society

a Member State may, pursuant to section 76, paragraph. 3 it seemed less places,

reduce the number of members of the Staff Committee.



(2) the draw will determine which Member or members of the Staff Committee,

representative of the employees of that Member State, the number of which is

declined, the Staff Committee membership expires.



section 79



The Staff Committee shall inform the Board of directors or without undue delay

the Management Board and Chief Executive Officer of any change in the number of members of the Committee

employees, of the reasons for this change, and about which people originated or

membership of the Staff Committee had disappeared.



Part 3



Negotiations and the scope of the Staff Committee



§ 80



(1) the Staff Committee shall adopt its rules of procedure.



(2) if it is due to the number of members of the Staff Committee or

necessary, shall designate the Staff Committee Select Committee staff. The members of the

the shortlist of the Staff Committee shall be elected from among the members of the Staff Committee.

The number of members of the Select Committee staff indicates a staff Committee, shall not

However, be higher than 3 persons.



(3) Select Committee staff coordinates the activities of the Committee and staff

acting on his behalf.



§ 81



Within the scope of the Staff Committee belongs to all matters that

concern the SCE, its subsidiaries and

organizational components, and on those issues which go beyond the competence of the


the decision-making organs in a single Member State.



section 82



(1) the Staff Committee or the Select Committee may meet at any time to act

without the presence of third persons. Authority of a European cooperative society

or a member of the may meeting of the Committee or the Select Committee

participate only if invited, and agrees in advance-if advance 2/3

all members of the Staff Committee.



(2) prohibits any form of direct or indirect influencing

meetings of the Staff Committee and of its individual members and any form of

direct or indirect restrictions or impeding the activities of the Committee

employees or its members.



(3) every Member of the Staff Committee is released from the performance of the work at the meeting

the Staff Committee; for these purposes it is sufficient to previous oral announcement

organizationally the closest parent to the head of the staff.



section 83



(1) the Staff Committee shall decide after 4 years since its establishment, whether

the negotiations for the involvement of employees in European cooperative

the company for the purpose of conclusion of the contract of participation, or whether to continue to

will proceed under section 73 to 90.



(2) if the Committee decides on the opening of negotiations on the involvement of

staff of the European cooperative society, shall apply, mutatis mutandis,

the provisions of section 56 to 60, with the negotiations leading to the Staff Committee

European cooperative societies. Unless within the period referred to in section 58

the conclusion of the contract of engagement, the scope and the way the involvement of employees

does not change and proceed according to the rules in force before the commencement of the negotiations.



§ 84



(1) For the performance of the duties of a member of the Committee staff do not belong to the reward.



(2) any form of direct or indirect advantages, or direct or

indirect discrimination against members of the Committee staff in connection with the performance of

function is prohibited. Legal acts, which are in conflict with it, are

invalid.



§ 85



(1) the European cooperative society shall provide the benefits in kind, the Staff Committee

financial and organisational conditions to ensure and to ensure its

activities, and to the extent agreed in the contract of participation. If the

the contract closed on the involvement of the European cooperative society

the Staff Committee of the substantive, financial and organisational conditions to ensure and

to ensure its activities to the extent strictly necessary to ensure the

the performance of its mission.



(2) the European cooperative society in advance shall bear the corresponding volume

the financial resources needed to ensure the negotiations and the work of the Committee

employees.



(3) to the negotiations with the authorities of the European cooperative society, the Committee may

employees may invite one or more expert advisors. Regardless of the

the number of contributing consultants, however, the European cooperative society will pay the

the costs associated with the participation of only one professional advisor for the

area.



Part 4



The right to information



§ 86



(1) the Board of directors or the Management Board and the Director-General of the European

cooperative societies are obliged to regularly at least once every

the financial year, submit to the Committee a report on all the activities of staff

a European cooperative society and the other perspectives.



(2) the report shall include details of the activities and the status of the European

cooperative society, and in particular data on the



and) the organisational structure of the European cooperative society, its

subsidiaries and organisational components of the resolution, in which the

the Member State of the subsidiary and the organizational folder

are located,



(b)) upcoming major organizational and economic changes

in particular, the transfer of one or more organizational units,



(c) the anticipated consequences of the upcoming) organizational and

economic changes on the development of employment, in particular with regard to

the possibility of mass layoffs,



(d)) the economic and financial situation of the European cooperative society,



(e) the probable development of the business) and other activities,



(f)), the transfer of plans, merger, Division or change of legal form

European cooperative society to a cooperative and



(g) other significant measures and) of the proposed projects.



§ 87



(1) the Board of directors or the Management Board and the Director-General of the European

cooperative societies are obliged to provide in advance to the Committee

staff draft programme for each meeting of the Board and the audit

the Commission or the Board, copies of all documents submitted to the

meeting of the general meeting and to inform it of the decisions taken by all

authorities of the European cooperative society, or to provide a copy of all

writes about these decisions.



(2) the Board of directors or the Management Board and the Director-General of the European

cooperative society are obliged without undue delay, inform the

the Committee staff about all the facts, which may to a greater extent

adversely affect the legitimate interests of the staff of the European cooperative

the company. The staff of the European cooperative society will always be

informed at least about relocation or demise of one or more

organisational components, termination of participation or the liquidation of one

or more subsidiaries or of collective redundancies.



section 88



The Staff Committee shall keep the staff of the European cooperative

the company and the employees ' representatives under the labour legislation



and of all the facts) about which he learned under section 86 or section 87, and



(b) the results of any discussions) and other activities, which, in the exercise of

its scope has made.



Part 5



The right to consultation



§ 89



The Board of directors or the Management Board and the Director shall be required to

discuss with the Committee staff report referred to in the provisions of § 86 in

reasonable period of time after its submission, and it comprehensively in all aspects,

with particular regard to the legitimate interests of employees to maintain the

employment.



§ 90



(1) the Board of directors or the Management Board and the Director shall be required to

without undue delay to comply with the requests of the Staff Committee or in

an emergency shortlist of the Staff Committee of the convening of the joint

the negotiations in order to provide information and discuss matters that

may have a significant negative impact on the legitimate interests of employees in

the conditions referred to in section 87, paragraph. 2.



(2) if the Board of directors or the Management Board and the Director-General

decide to act in conflict with the opinion of the Staff Committee or

the Select Committee employees notified on a joint meeting convened by the

paragraph 1 shall be required prior to its decision to comply with the

new applications of the Staff Committee or staff of the Select Committee

the convening of the next joint meetings in order to reach mutual agreement.



(3) the right to participate in the meeting held at the request of the Select Committee

the staff referred to in paragraphs 1 and 2, and all concluded negotiations

the Select Committee employees always have even those members of the Staff Committee,

representing employees directly concerned by the measures proposed

a European cooperative society.



THE HEAD OF THE



THE RIGHT TO THE INFLUENCE OF THE STAFF OF THE EUROPEAN COOPERATIVE SOCIETY



§ 91



The staff of the European cooperative society are under the conditions

provided for in this law, the right to influence, in the manner and under the conditions

laid down in the statutes of the European cooperative society in accordance with the

the involvement of the Treaty.



section 92



(1) the staff of the European cooperative society have the right to influence in the

the same extent as in the cooperative, which has changed its legal form to a

the European cooperative society, and in accordance with the relevant legal regulations

on the date of the change of legal form.



(2) If the European cooperative society was formed in a different way than

the change of the legal form, the employees have a European cooperative society

the right to influence the extent of what employees should in any

participating in the largest extent of the legal person, or for the employees in the

the best form of all the participating legal entities, in accordance with the

the State of the emergence of a European cooperative society.



§ 93



(1) the Committee staff of the European cooperative society shall decide on



and the distribution of seats in the Board of) the Council of the European Commission or the EFTA surveillance

cooperative society that fall to the employees of the European

cooperative society, between the representatives of the employees of the individual

the Member States, or



(b)) the way in which the staff of the European cooperative society

or their representatives, of the individual Member States to elect or appoint

or recommend to the election of the members of the Administrative Council and the Audit Commission or

to express approval or disapproval with the choice of certain persons.



(2) the decision referred to in paragraph 1, it accepts Committee staff on the basis of

the ratio of the number of employees in the European cooperative society each

Member States to the overall number of employees of the European cooperative

companies in all Member States.



(3) if the method of allocating the places referred to in paragraphs 1 and 2 had a

result in the Board or in the control of the European Commission

cooperative society will not be represented by the staff of the European

cooperative society from one or more Member States, shall appoint the

the Staff Committee, one member of the staff of all these

of the Member States; priority is called the Member representing the employees of the

of the Member State in which the European cooperative society

the registered head office.



§ 94



The cast of places in the Board or in the Control Commission, which according to the

the decision of the Committee staff under section 93 conferred on the representatives of the employees

European cooperative society from another Member State than from the Czech

of the Republic, shall be governed by the law of that Member State.



section 95



Election of the members of the management board or Supervisory Committee staff of the European

cooperative society who are employed in the Czech Republic,

subject to the provisions of this law, even if not always the European cooperative

the company registered office in the Czech Republic, unless the legislation

the Member State in which it has its registered European cooperative society

registered office, excludes the use of the Czech legislation.



section 96



Members of the Board or of the Supervisory Commission for a European cooperative

the company elected employees have the same rights and obligations as

members of the Board or the Audit Commission elected by the general meeting.



TITLE VI OF THE



TITLE IV PROVISIONS COMMON TO AND IN



§ 97




The provisions of section 73 to 90 and section 91 to 96 shall apply only if the

lays down the law or the contract of participation.



§ 98



If workers have the right to influence the composition of the management board or

the Audit Commission of the European cooperative society and the law, or

the statutes of the European cooperative society, adopted in accordance with the Treaty on the

involvement provides otherwise, shall be used for the representation of employees in

the Board or the audit, their choice, and their appeal

the rights and obligations relating to the provisions of the Special Act

the option of an appeal, the rights and obligations of the members of the Supervisory Board of the joint stock

the company elected staff; Member of the management board or supervisory

the Commission elected by the staff may not be a member of the European cooperative

the company.



PART THE THIRD



TRANSITIONAL AND ENABLING PROVISIONS



§ 99



(1) until the entry of the Czech Republic into the third phase of European economic and

the Monetary Union of the European cooperative society, which has a registered residence on the

the territory of the Czech Republic,



and recording) of their registered capital, basic capital and nominal

the value of the shares in Czech crowns and



(b)) the financial statements drawn up and published in Czech Crowns.



(2) the entry of the Czech Republic into the third phase of European economic and

Monetary Union, the European cooperative society, which has a registered head office

on the territory of the Czech Republic, at the same time information about your zapisovaném

capital, basic capital and the nominal value of the shares in the

euro and all the data in the financial statements in euro.



section 99a



The Ministry of Justice lays down, pursuant to section 19 of the implementing the legal

Regulation, what the instrument is required to submit to the Czech team involved

notaries public to the issue of the legality of the completion of the establishment of the European

cooperative company mergers.



PART THE FOURTH



The EFFECTIVENESS of the



§ 100



This Act shall take effect on the day of the 18. August 2006.



Zaorálek in r.



Klaus r.



Paroubek in r.



1) Council Regulation (EC) No 1435/2003 of 22 July 2003. 7.2003 on the Statute for a European

cooperative society.



2) Council Directive 2003/72/EC of 22 December 2004. 7.2003, supplementing the

Statute for a European cooperative society with regard to the involvement of

employees.



3) Law No. 116/1985 Coll., on conditions for the activities of the organization with

an international element in the Czechoslovak Socialist Republic, as amended by

Act No 157/1985 Coll.



5 article 3, paragraph 3). 5 (a). and) or (c)) Council Regulation (EC) No 139/2004 of

20.1. 2004 on the control of concentrations between undertakings.