Key Benefits:
Minister of Agriculture and Fisheries,
In view of Book V of the Rural Code, including articles L. 525-1 and R. 525-3,
Stop it!
The standard statutes of agricultural cooperative societies for the production, collection and sale of agricultural and forest products listed in Appendix 1 are approved.
All of the items listed in Appendix 2 and all of the items listed in Appendix 1, except sections 3, 7, 8, 14, 40 and 48.
The class-approved status of agricultural cooperatives in section includes all of the items listed in Appendix 3 and all of the items listed in Appendix 1, except for sections 7, 15, 22, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44 and 47.
All of the items listed in Schedule 4 and all of the items listed in Schedule 1, except sections 1, 3, 45, 46 and 51.
All of the items listed in Schedule 5 and all of the items listed in Schedule 1, except sections 3, 4, 8 and 12.
All of the items listed in Schedule 6 and all of the items listed in Schedule 1, except sections 3, 4, 8 and 12.
The following orders are repealed:
- Decree of 3 January 1974 on the approval of the standard status of agricultural cooperative societies;
– Order of March 12, 1981 on the approval of the Model Regulations of Agricultural Cooperatives of Common Exploitation;
― Decree of 2 May 1988 amending the standard statutes of agricultural cooperatives of common exploitation;
- Decree of 2 May 1988 amending the standard status of agricultural cooperative societies;
― decree of 6 September 1994 amending the standard status of cooperative societies;
- Decree of January 16, 1990 amending the standard status of agricultural cooperative societies;
― Decree of 31 July 2001 amending the standard status of agricultural cooperative societies.
The Director General of Economic, European and International Policy is responsible for the execution of this Order, which will be published in the Official Journal of the French Republic.
A N N E X E 1
STATUS APPROVAL TYPES OF AGRICOL COOPERATIVE SOCIETIES FOR OBJECT PRODUCTION, COLLECTION AND SALE OF AGRICOLES AND FORESTIERS
Texts in square brackets are optional and the blanks left in the text should be supplemented, taking into account possible indications in the notes provided by professional organizations.
PART I
CREDATION
Article 1
Constitution
It is constituted between the undersigned and those who adhere to these statutes an agricultural cooperative corporation with variable capital governed by the provisions of the rural code, including Book V, Title II, by the provisions of the Act No. 47-1775 of 10 September 1947, Articles L. 231-1 to L. 231-8 and L. 247-10 of the Commercial Code, the provisions of Book III, Title IX, Chapter I, of the Civil Code, of the texts that have altered or altered them, and of the following provisions.
It is called in these statutes the cooperative".
Article 2
Name, territorial district
1. The cooperative takes the name....
2. The territorial district includes...
Article 3
Subject
1. The purpose of the cooperative is to carry out, regardless of the means and techniques implemented by it, the following operations relating to the products or categories of products listed below exclusively from the farms of the co-operators partners.
Nature of products....
Nature of operations....
2. Apart from the above-defined object, the cooperative may also carry out, as an accessory, at the request of the co-operators partners and without any involvement of the co-operators under section 8 below, operations of supplies of goods and services directly related to the main object of the cooperative.
3. The above-defined operations and, where appropriate, any other operations that it considers useful may also be made by the cooperative in respect of the farms owned by it, leased or granted to it.
4. The cooperative may make available to another agricultural cooperative corporation or an agricultural collective interest corporation, of which it adheres all or part of its buildings, equipment or equipment, including its means of transport.
Article 4
Other operations
Apart from the operations defined in Article 3 above, the cooperative may:
1. Make any agricultural cooperative corporation or union member of a union of agricultural cooperatives, of which it itself is a part of all services indispensable to it subject to the authorization of that union and vice versa, subject to the same reservation, receive from such a cooperative or union any services that would be indispensable to it;
2. To obtain from any agricultural cooperative corporation or union member of a union of agricultural cooperatives, of which it itself is a member, subject to the authorization of this union, all products that would be indispensable to it in order to address a qualitative or quantitative inadequacy of production and, conversely, to make all deliveries to such a society under the same conditions;
3. To lend to any union of agricultural cooperatives or a society of agricultural collective interest which it is part of the services necessary for the realization of the statutory object of this union or of this SICA;
4. To obtain, subject to the authorization of the High Council for Agricultural Cooperation, all products referred to in Article 3 above but not from the farms of its co-operators partners where exceptional circumstances are likely to decrease its normal operating capacity by more than 50%;
5. And more generally, perform all operations within the framework of theArticle L. 521-1 of the Rural Code allowing by any means to facilitate or develop the economic activity of co-operators partners, to improve or increase the results of this activity.
Article 5
Duration
The duration of the cooperative is fixed to.... years, from the date of its registration to the trade and corporate register, except extension or early dissolution.
Article 6
Headquarters
1. The head office is established...
2. It may be transferred to any other place within the territorial exchange defined in section 2 above by a simple decision of the board of directors.
PART II
ASSOCIÉS COOPÉRATEURS
Article 7
Admission
1. The cooperative must have at least seven co-operating partners, among which natural persons must be individually operational chiefs.
2. Can be associated co-operators:
1° Any natural or legal person with the quality of a farmer or forester in the riding of the cooperative;
2° Any natural or legal person with agricultural interests in that exchange that correspond to the social purpose of the cooperative and subscribe to the activity undertaking referred to in section 8 below;
3° any common farm grouping of the electoral district;
4° All associations and trade unions of farmers having a common or related object with the cooperative;
5° Other agricultural cooperative societies, unions of these agricultural collective societies and societies, even though their social seats would be located outside the riding of the agricultural cooperative society;
6° Any natural or legal person with the status of a farmer or forester, a national of a Member State of the European Community and whose domicile or seat is located outside the territory of the French Republic in an area adjacent to the electoral district of the cooperative.
3. These natural or legal persons shall, in order to be co-operators, subscribe to the number of social shares provided for in Article 14 below.
The quality of co-operator partner is established by the subscription or acquisition of one or more social shares of the cooperative.
4. Farmers' associations and trade unions may become co-operators for operations under their own activity, provided that they exercise this activity within the electoral district of the cooperative. Members of an association or trade union of co-operating farmers can only benefit from the services of the cooperative if they are themselves co-operators of the cooperative.
5. The admission of co-operators is made by a decision of the board of directors which may delegate its powers to one of its members or to a committee established for that purpose.
The refusal of admission may only result from a decision made by the board of directors by a majority of the members on duty and within three months from the day the application for membership was made by registered letter with a request for a notice of receipt.
In the event of a transfer of ownership or enjoyment of an operation, the refusal of admission may only take place under the conditions set out in section 18 below.
The heirs of the deceased partner succeed in the rights and obligations of the latter under the farms they inherit and for which the cujus had joined the cooperative.
6. It shall be held at the headquarters of the cooperative a file of the co-operative partners registered in chronological order of accession and registration numbers with indication of the capital subscribed or acquired by categories of shares as provided for in Article 14 below.
Article 8
Obligations of co-operators partners
1. Membership in the cooperative leads, for the co-operator partner:
1° The commitment to deliver...., as defined in Article 3 above [reserves the quantities required for family needs and exploitation];
2° The obligation, pursuant to the provisions of the second paragraph of Article 14 below, to subscribe or acquire by way of sale, and in the latter case with the agreement of the cooperative, the number of social shares corresponding to the commitments made.
[The engagement of the co-operator partner is formalized by the signing of a commitment bulletin that includes the nature, duration and terms of this commitment. ]
2. Pursuant to the provisions of paragraph 4 of Article 14 below and in accordance with the terms and conditions established by the rules of procedure, the subsequent increase in the commitments or actual intakes of products by the co-operator partner results in the adjustment of the number of social shares, where their increase does not result from a conjunctural variation.
3. No one can remain a partner if it is not bound by an activity commitment.
4. The initial duration of the undertaking is fixed to.... consecutive exercises from [the expiration of the current fiscal year on the date it was made].
5. At the expiry of this period as at the expiry of the subsequent renewals, if the partner has not notified his or her willingness to withdraw, by registered letter with request for notice of receipt, [at least three months] before the expiration of the last fiscal year of the commitment period concerned, the undertaking renews itself by tacit renewal by period of.... The effects of the denunciation are settled by 13.
6. Unless there is a duly established force majeure, the board of directors may decide to charge the co-operator partner who has failed to meet all or part of its commitments to the fixed costs remaining to the producer community.
This participation is in the assessment of undelivered amounts for the following expenses observed during the year of the default:
- the charges against those recorded in accounts 61 and 62;
- taxes and taxes (account 63);
– Personnel charges (account 64);
- other current management charges (account 65);
financial expenses (account 66);
― exceptional charges (account 67);
― the depreciation and provisions (account 68);
- employee participation in the company's results (account 69);
– corporate taxes (account 69).
7. In the event of complete or partial failure by a co-operator partner, the board of directors may also decide to apply one or more of the following sanctions:
8. Before deciding on participation in fixed costs and sanctions, respectively, as set out in paragraphs 6 and 7 above, the board of directors shall, by registered letter with a request for notice of receipt, continue to provide explanations.
Article 9
Right to information of co-operators partners
In addition to the information made available under sections 35 and 58, any co-operator partner has the right to obtain, at any time, the status and rules of procedure and the following documents relating to the last three years:
- annual accounts, if any, consolidated or combined accounts, the list of directors;
- reports to the co-operators of the board of directors and auditors submitted to the assembly;
– the minutes of ordinary and extraordinary general assemblies.
The communication of these documents is carried out either by postal mail to the address indicated by the partner, or at the head office or at the administrative direction of the cooperative. The right for the co-operator partner to get acquainted takes the right to take a copy at his own expense.
[This consignment may be made by an electronic means, subject to the prior written agreement of the co-operator partner indicating the e-mail address. ]
Article 10
Organizations of producers
Article 11
Withdrawal
1. Except as a case of force majeure duly justified and subject to the assessment of the board of directors, under the conditions set out in paragraph 2 below, no co-operative partner may withdraw from the cooperative before the expiration of the current commitment period resulting from the application, with respect to it, of the provisions of paragraphs 4 and 5 of Article 8 above.
2. 1° In the event of a valid reason, the board of directors may, on an exceptional basis, accept the resignation of a co-operating partner during a commitment period if the departure of the co-operative partner does not prejudice the proper functioning of the cooperative and does not, in the absence of a transfer of the social shares, result in the reduction of the capital subscribed by the co-operative partners as part of their commitment to activity below three quarters of the constitution.
2° The board appreciates the reasons given in support of the application for resignment during the commitment period and shall notify the interested party of its reasoned decision within three months of the date on which the application was notified by registered letter with a request for notice of receipt addressed to the Chair of the Board of Directors. The absence of an answer is equivalent to a decision of refusal.
3° The decision of the board may be appealed before the next general assembly without prejudice to any action before the competent court of large instance.
4° The co-operator who wishes to exercise his right of appeal before the general assembly shall, barely forfeit, notify him by registered letter with request for notice of receipt to the President of the board of directors within three months of the decision of the board, or at the expiry of the three-month period left to the board to decide. The board of directors shall, in such case, appeal to the agenda of the next largest general meeting convened after receiving the notice of appeal.
3. The decision to withdraw at the end of the commitment period must be notified, under penalty of foreclosure, [three months] at least before the expiry date of this commitment by registered letter with a request for a notice of receipt addressed to the Chair of the Board of Directors, who acknowledges it.
Article 12
Exclusion
1. The exclusion of a co-operator partner may be pronounced by the board of directors for serious reasons [...] in particular if the co-operator partner has been sentenced to a criminal penalty, if he has denied or attempted to seriously harm the co-operative by unjustified acts, if he has contravened without the justified apology of force majeure the commitments contracted under section 8, as well as if he has falsified The decision of the board of directors is immediately enforceable.
2. The board of directors may only deliberate in this respect on the condition that the quorum of two-thirds of its members be assembled and that a two-thirds majority vote of the directors present be decided.
3. The exclusion decision may be appealed to the General Assembly. This remedy must be exercised only by the co-operator partner within two years of the date of notification by the board of directors of the exclusion decision. It must be notified to the President of the Board of Directors who will seize the first general meeting convened after receiving the notification by him. This appeal is not suspensive.
4. The excluded partner is entitled to reimbursement of its share of social capital under the conditions set out in section 20 below.
Article 13
Output consequences
1. Any member who ceases to be a member of the cooperative in any way remains held, for five years and for his or her part as determined by section 56, to the other members and to the third parties, of all social debts existing at the time of its release.
2. The provisions of this Article shall apply, where appropriate, to the heirs or persons entitled to the deceased partner.
PART III
CAPITAL SOCIAL
Article 14
Constitution of capital
1. Social capital consists of the following categories of social shares:
– the social shares held by co-operators partners as part of the activity commitment referred to in Article 8. These social shares are called social parts of activity";
– the social shares of savings as referred to in section 40 if applicable.
2. Social capital is made up of nominative and indivisible shares subscribed or acquired by each of the co-operators partners. The social shares of activity are transmitted under the conditions set out in sections 18 and 19 below.
Social savings shares can be converted into social shares of activity. The partner informs the board of directors in writing. This conversion is done by simple transcription of the shares on the co-operators associate file.
3. The initial social capital is fixed to the sum of.... and divided into..... shares of an amount of.... each.
4. The social capital subscribes as part of the activity commitment is distributed among the co-operators partners according to the operations they undertake to carry out with the cooperative in the following terms and conditions:
It is permissible, subject to the agreement of the board of directors, to subscribe or acquire shares beyond the statutory proportion.
5. Each part must be fully released during the subscription.
Article 15
Capital increase
1. Social capital is likely to increase as a result of the admission of new co-operators partners or the subscription of new shares by co-operators partners.
The board of directors may carry, in one or more times, the social capital to the maximum of.... by means of the subscription of new social shares of activity created after the constitution of the cooperative. [The maximum so fixed may be increased by decision of the ordinary general assembly. ]
2. This social capital is also liable to increase by attribution, to the co-operators partners, of the social savings shares referred to in Article 40 of these Regulations.
3. Capital is also subject to collective increase resulting from the modification by the extraordinary general assembly of the subscription obligations set out in Article 14 above. The extraordinary general assembly to decide on the modification of the subscription obligations referred to above must always bring together a number of co-operators present or represented at least two thirds of that of co-operators partners registered on the date of convocation.
Article 16
Capital reduction
1. Capital is likely to be reduced as a result of resignation, exclusion, death, prohibition of management, bankruptcy, judicial liquidation, personal bankruptcy, dissolution of the partner community.
It is also likely to reduce by way of reimbursement to co-operators partners of social savings shares.
2. The capital subscribed by the co-operating partners as part of their activity commitment cannot be reduced below three-quarters of the highest amount observed by a general assembly since the constitution of the cooperative.
However, this limit does not apply in the event of the exclusion of the partner, the prohibition of management, bankruptcy, judicial liquidation, personal bankruptcy, dissolution of the spousal community or the dissolution of an adhering legal entity and in the event of the withdrawal of the co-operator partner upon the expiry of the commitment period.
3. Reimbursement of shares acquired or acquired by the co-operators partners as part of their activity commitment, cancelled due to the failure to transfer to a third party or other co-operators partners under the conditions set out in sections 18 and 19 below, must be compensated by the establishment of a reserve from the result. The allocation to this reserve is equal to the amount of the shares refunded during the year, reduced, if any, from the amount of the new shares subscribed during that period.
4. If the result of the fiscal year is insufficient, the reserve will be fully or supplemented, as the case may be, by debiting the subsequent surplus results.
Article 17
Social share
1. The ownership of the shares is recognized by the registration on the file of the co-operators associates in chronological order and by categories of shares as defined in article 14, paragraph 1, of the present statutes.
2. The shares are indivisible with respect to the cooperative that only recognizes one owner for each share or for undivided shares between co-owners. Accordingly, all co-owners indivised from one or more parts are required to be represented with the co-operative by one of them approved by the board of directors.
3. The summonses to the general assemblies are validly addressed to this single indivisory co-owner of social shares, representing all the indivisaries, and it is in her hands that the co-operative is validly liberating interest on shares, dividends, dividends and other amounts returning to indivision.
Article 18
Mutation de propriété
or enjoyment of an operation
1. The co-operator partner undertakes, in the event of a transfer of ownership or enjoyment of an operation under which it has made in respect of the cooperative the commitments under Article 8 above, to transfer its social shares of activity to the new operator. He must offer these shares to the latter who, if he accepts them, subject to the provisions of paragraphs 2 and 3 below, shall be substituted for the period after the act of transfer, in all the rights and obligations of the assignor vis-à-vis the cooperative.
2. If the transferor holds a share of savings referred to in section 14, he may also propose them to the new operator. If not, it may request reimbursement under the conditions set out in Article 20.
3. The transferor must denounce the transfer to the cooperative by registered letter with a request for notice of receipt within three months of the transfer of ownership or enjoyment. It must also demonstrate the offer of its shares to the new operator [when the transfer is denounced].
Within one month of the denunciation referred to in the preceding paragraph, the board of directors may, by reason of decision, refuse the admission of the new operator. In this regard, it can only be deliberative on the condition that the quorum of two-thirds of its members be assembled and that a two-thirds majority vote of the directors present be taken. However, the registrar has the remedies provided for in paragraph 2 (3° and 4°) of Article 11.
In the event of the refusal of the new operator by the board of directors and, if any, by the general assembly, the co-operator partner at the origin of the transfer of the said operation shall be released from its commitments to the cooperative. No penalty against him may be taken under the provisions of Article 8.
4. In the event of a refusal by the new operator to join the cooperative, the co-operator partner who is transferring may withdraw from the cooperative only under the conditions provided for in Article 11.
Article 19
Disposition of shares
1. The Board of Directors authorizes the transfer of all or part of the shares referred to in Article 14, paragraph 1, of a co-operating partner subject to the provisions of Article 7, last paragraph 5, to one or more other co-operating partners or to one or more third parties whose membership as a co-operating partner has been accepted. Subject to the provisions set out in section 18 above, in the event of a transfer of ownership or enjoyment of an operation, the assignment may only take place after the authorization of the board of directors.
2. The share transmission is done by simple transcription on the co-operators associate file.
3. The assignment shall be refused by the board of directors if it results in a reduction in the number of shares of the co-operator partner transferring or supplying below that payable under section 14, paragraph 4.
4. [In the event of a transfer (or amalgamation or partial intake of assets) to a third party, the decision to refuse the board of directors shall not have to be motivated and shall not be appealed. ]
5. [In the event of a transfer (or transmission by means of a merger or partial intake of assets) to one or more co-operators partners and subject to the provisions of paragraph 3 above, the decision to refuse authorization shall be substantiated and the interested co-operators partners may appeal to the first general meeting, on their charge to notify the board of directors of receipt by registered letter with a request for a notification of receipt In this case, the board of directors shall bring the matter to the agenda of the first general meeting. ]
Rule 20
Refund of shares during the cooperative period
1. The social shares of activity give rise to reimbursement for the duration of the cooperative in the event of exclusion, prohibition of management, bankruptcy, judicial liquidation, personal bankruptcy, dissolution of the marital community of a partner or dissolution of an adhering legal person.
2. These social shares also give rise to reimbursement in the event of the resignation of the co-operator partner on the normal expiry of his or her commitment period under the conditions set out in Article 11, paragraph 3 above.
These social shares also give rise to reimbursement in the event of the resignation of the co-operator partner, in the course of engagement, if he has the agreement of the competent bodies of the cooperative according to the provisions of Article 11, paragraph 2, above.
3. Without prejudice to the provisions of Article 16, paragraph 2, the decrease in the commitment of the co-operator or the amount of actual contributions made by the co-operative partner results in the corresponding adjustment of the number of social shares of activity according to the terms defined in the rules of procedure, where the reduction of these contributions does not result from a conjunctural variation. This adjustment is subject to the express agreement of the board of directors upon written request of the partner.
4. Reimbursement of social shares shall be effected at their nominal value without prejudice to the interest, dividends and dividends that may return to the interested party but under deduction of any amounts due under Article 8, paragraphs 6 and 7.
5. In any case, the refund of the social capital is reduced to a competition from the contribution of the partner to the losses on the balance sheet on the day of the loss of the quality of the partner, when they are higher than the reserves other than the legal reserve, the unavailable reserves and the reserve formed to compensate the cancelled shares.
6. The board of directors shall determine the time(s) to which the payment of the sums due may be made. In any event, the reimbursement period will not exceed the five-year period.
7. The social shares of savings shall be refunded under the conditions set out in this section.
PART IV
ADMINISTRATION OF COOPERATION
Article 21
Composition of the Board of Directors
1. The cooperative is administered by a council composed of.... members elected by the General Assembly among the co-operators partners by the majority of the votes cast.
[In order to ensure the representativeness of co-operators partners, the composition of the board of directors is organized in the following manner...]
2. Partners co-operators legal persons can, like partners co-operators natural persons, be administrators of the cooperative. In this case, legal persons are represented on the board of directors by their legal representative or by a delegate regularly authorized by them for this purpose, without the need for this legal representative or delegate, below referred to in these statutes as the representative", or personally associated co-operator of the cooperative.
When the spouses participate together and in a common manner in an unincorporated farm in a social form, each spouse is eligible for the board of directors.
3. Every director shall:
1° Being either a French national, a national of a Member State of the European Community, or a national of a State with which a reciprocity agreement exists, or a beneficiary of an exemption granted by the Minister responsible for agriculture;
2° Do not participate directly or indirectly, in an ordinary or occasional manner, in a competing activity of the cooperative, when the said activity is carried out by a company that is not controlled within the meaning of provisions of Article L. 233-3 of the Commercial Code by the agricultural cooperative or the union he leads;
3° Have not suffered any of the convictions referred to in chapter VIII of Book I title II of the Commercial Code.
These causes of incompatibility are applicable to natural persons representing legal persons serving on the board of directors.
4. The number of natural person administrators or directors of legal persons who have exceeded the age of..... [can not be higher than.... of the directors in office].
[When this percentage is exceeded, the natural person administrator or the oldest legal person administrator's representative is deemed to be ex officio resigned. ]
Any appointment made in violation of the provisions of this paragraph shall be void.
5. Administrators appointed irregularly or no longer in the capacity to perform their duties must dismiss their terms of office within three months of their appointment or of the event resulting in the loss of that quality.
6. Participation in the deliberations of one or more directors appointed irregularly or no longer in their capacity does not question the validity of the deliberations of the board of directors to which they participated.
7. The election of the members of the board of directors shall be held by secret ballot when the board of directors decides or when the secret ballot is requested before the general assembly or in the course of it by one or more co-operators partners.
Article 22
Duration and renewal of mandate
Professional staff
1. Directors are appointed for... years and renewable by... every year.
Their functions end at the end of the meeting of the ordinary general assembly of the co-operators associates who have ruled on the accounts of the year elapsed and held in the year in which the director's term expires.
2. The first series are designated by lot; the renewal is then done to the seniority.
[In the event of the admission of new directors in addition to the statutory minimum, those of them who will have to be replaced after the current year or subsequent years will be designated by lot. ]
3. [Outgoing directors are eligible for re-election. ]
4. [The Board of Directors is required to notify the General Assembly of applications for the terms of reference that would have been notified to it by the interested parties ten days in advance by registered letter with a request for notice of receipt. ]
Article 23
Provisional designation of directors
1. In the event of a death, resignation or departure for any other cause of one or more directors, the Board of Directors may make an interim replacement.
2. The choice of council must be subject to ratification of the next largest general assembly.
3. If the appointments made by the board of directors were not ratified by this assembly, the deliberations taken and the acts performed by it would be no less valid.
4. The co-operator partner appointed to replace a director whose term is not expired shall remain in office only during the remaining time to run over the duration of his term.
5. However, the faculty left to the board of directors to fill an administrator's holiday ceases to exist if, during a fiscal year, the number of holidays is equal to half of the statutory number of directors when fixed, or half of the number of administrators appointed by the general assembly when variable.
6. In this case, the Board of Directors shall, at its initiative or at the request of the auditor(s), immediately convene a general meeting to make the necessary appointments of directors.
Article 24
Responsibility of directors
1. Any member of the board of directors may be revoked at any time by the General Assembly.
2. In accordance with the rules of common law, directors are responsible, individually or in solidarity, as appropriate, for the cooperative or for third parties, for any misconduct they have committed in their management.
Rule 25
Agreements between directors,
certain co-operators and cooperative partners
1. Any agreement directly or by person interposed between the cooperative and one of its directors natural or legal persons, one of the representatives of the directors legal persons or one of its co-operative partners holding more than 10% of the voting rights, must be subject to the prior authorization of the board of directors.
Notice is given to the auditors, who are required, in accordance with the provisions of Article 33 of these statutes, to submit to the Annual General Meeting, responsible for reviewing the accounts, a special report on these conventions.
The same is true of the conventions in which one of the above-mentioned persons is indirectly interested.
2. The provisions of paragraph 1 above shall apply to agreements between the cooperative and another undertaking if one of the directors of the cooperative is a natural person or a legal person or a representative of the cooperative is the owner, an indefinitely responsible partner, manager, director, general manager, member of the board or supervisory board, or in general, director of the cooperative.
The natural or legal person administrator or his or her representative, who is in one of the preceding cases, is required to inform the board immediately as soon as he or she is aware of the agreement. The interested party cannot vote on the requested authorization.
3. Conventions approved by the General Assembly and those disapproved by the General Assembly produce their effects on third parties, except when cancelled in the case of fraud.
4. Even in the absence of fraud, the adverse consequences to the cooperative of the disapproved conventions may be borne by the interested administrator natural or legal person or the representative of the latter and, possibly, other members of the board of directors.
5. It is prohibited for directors other than legal persons to borrow from the cooperative in any form, to be granted by the cooperative a discovery, as well as to secure or endorse their commitments to third parties. This prohibition does not extend to borrowings, uncovered, bonds, or downstreams that may be made in connection with transactions normally resulting from commitments regularly contracted by the parties under section 8 above. The same prohibition applies to representatives of corporate directors. It also applies to spouses, ascendants and descendants of persons referred to in this subsection, as well as to any person involved.
6. The provisions of this article shall not apply to the conventions concluded between the cooperative and its members when they are intended to implement these statutes.
Rule 26
Chair of the Board of Directors and Bureau
1. The council appoints a president among its natural persons members or among the representatives of its associate members co-operators legal persons. This appointment must be made during the first session of the Board of Directors following the ordinary general meeting responsible for the annual review of accounts or that conducted the total renewal of the Board of Directors.
2. The president of the board of directors represents the cooperative in court both asking and defending. It is at his request or against him that all legal actions must be brought.
It may, with the agreement of the Board of Directors, delegate this representation power to one or more directors or to the Director.
3. The Board of Directors appoints one or more Vice-Presidents, a Secretary and a Treasurer, among its natural members or among the representatives of its legal members, who together with the Chair constitute the board's office. The board of directors may at any time terminate the functions of one or more members of the office.
4. In the event of an incapacity of the chair or vice-chairs, the board shall appoint, for each session, a natural person or a member of its legal persons, the person who shall chair the meeting.
Rule 27
Meeting of Council
1. The board of directors shall meet at the head office or in any other place, as often as the interest of the cooperative requires it and at least once a quarter, on the convocation of the president or, in the event of an incapacity, on that of one of the Vice-Presidents. It must be convened whenever a third of its members so requests.
If the request has remained without action, the authors may proceed to the convocation themselves, indicating the agenda of the meeting.
[The meetings of the board of directors may be held using videoconferencing or telecommunications means transmitting the voice and image or at least the voice of the participants, meeting technical characteristics ensuring effective participation in the meeting of the board whose deliberations are continuously and simultaneously retransmitted.
These provisions are not applicable to the adoption of decisions relating to the establishment of annual accounts, inventory, reports to co-operators partners, consolidated or combined accounts where applicable, etc.]
2. Except as provided for in sections 7, paragraph 5, paragraph 2, and 18, the board of directors shall, in order to deliberately, convene at least half of its members in office. The proceedings shall be taken by a majority of the members present except as provided for in articles 7, paragraph 5, paragraph 2, 12 and 18. In case of sharing, the vote of the chair of the meeting is preponderant. No one can vote by proxy in the council.
Rule 28
Finding of Board deliberations
1. The Board ' s deliberations are found by minutes on a special register listed and issued by the Chair. Minutes are signed by the chair and secretary of the meeting or, if not, by two directors who took part in it.
2. Copies or excerpts from the proceedings to be filed in court or elsewhere shall be certified by the chair of the board or by one or more directors authorized to do so by the board of directors. Thus certified, they are valid for third parties.
3. [The rationale for the number of directors in office and the quality of the administrator in office, as well as the powers conferred by the legal persons in charge of their representatives, is validly the result, vis-à-vis third parties, of the mere waiver, in the minutes of each deliberation and in the copies or excerpts that are issued, of the names of both directors and representatives of the directors present and of the directors who are absent. ]
Rule 29
Credentials
1. The Board of Directors is responsible for the management of the cooperative to which it must ensure the proper functioning.
2. It has the widest powers to manage all social affairs and to provide all social interests without any limitation other than that of the powers and powers expressly reserved to the general assembly by the legislative and regulatory texts or by these statutes.
3. [are expressly reserved for the General Assembly the powers listed below:]
Article 30
Free of admin functions
The functions of the board members are performed free of charge. However, a compensatory allowance of the activity devoted to the administration of the cooperative may be allocated to directors within the limit of a total allocation decided and fixed annually by the General Assembly. [This allowance may be paid directly to legal representatives or delegates, upon authorization of legal directors. ]
This allowance is independent of the special expenses incurred by directors as appropriate for the performance of their duties.
Rule 31
Delegation of the powers of the Board
1. The board of directors may confer delegations of authority to one or more of its natural persons members or to one or more of the representatives of its associate members co-operators legal persons.
2. The Board of Directors may also, for one or more specific objects, issue special mandates to non-administrative co-operators or third parties.
Rule 32
Director
1. The board of directors may appoint a director who is not a social agent and who, if a co-operator partner, must not be a member of the board. The Director may also not, in any case, be a representative on the board of a legal person who is a member of it.
2. The Director shall exercise his or her functions under the direction, control and supervision of the board of directors that he or she represents to third parties within the limits of the powers entrusted to him by deliberation of the board of directors.
3. The Director's contract of work results in the establishment of a written document approved by the Board of Directors. Its annual remuneration is determined by the board of directors and other benefits that may be granted to it.
4. No one shall be responsible for the direction of the cooperative:
1° If it participates, directly or indirectly, in an ordinary or occasional manner, in a competing activity of the cooperative or unions to which it is adherent, when the said activity is carried out by a company that is not controlled within the meaning of provisions of Article L. 233-3 of the Commercial Code by the cooperative he leads;
2° If it has been the subject of one of the convictions referred to in Chapter VIII of Title II of Book I of the Commercial Code.
5. [The employee is placed under the orders of the manager who hires and terminates the staff. ]
PART V
Rule 33
Auditors
1. The ordinary general assembly shall designate [by secret ballot] for a period of six years, at least one auditor and one alternate when, at the close of the social year, two of the following three criteria exceed the following thresholds:
- three for the number of employees in an indefinite contract;
– 110,000 euros for the tax-free amount of turnover;
– 55,000 euros in total balance sheet.
There is no longer a designation if, for two successive years, the cooperative no longer exceeds two of the three criteria defined above.
The mandate of the External Auditor may be exercised by an External Auditor on the list provided for in theArticle L. 822-1 of the Commercial Code or by a federation of registered agricultural cooperatives for the revision under theArticle L. 527-1 of the Rural Code.
The functions of the auditors shall expire after the meeting of the ordinary general assembly which shall rule on the accounts of the sixth fiscal year since their appointment.
When, at the expiry of the duties of an External Auditor, it is proposed to the Assembly not to renew it, the Auditor shall, if requested, be heard by the General Assembly, subject to the conditions of provisions of Article L. 822-14 of the Commercial Code.
The alternate auditor(s) shall be required to replace the holder(s) in the event of refusal, incapacity, resignation or death.
In the absence of the appointment of auditors by the General Assembly, or in the event of an incapacity or refusal of one or more of the commissioners appointed, a co-operator partner may apply for their appointment or replacement by order of the President of the High Court of the registered co-operative, the President of the board of directors duly called. The mandate thus conferred shall end when it has been provided by the General Assembly for the appointment of the External Auditor.
2. The auditors shall perform their functions in accordance with the requirements of the Articles L. 820-1 et seq. of the Commercial Code subject to rules specific to agricultural cooperative societies.
The auditors certify, by justifying their appreciation, that the annual accounts are regular and sincere and give a true picture of the results of the past year's operations as well as the financial and heritage situation of the cooperative at the end of this fiscal year.
The auditors ensure that equality has been respected among co-operators partners.
At any time of the year, the auditors, together or separately, shall carry out any audits and checks that they consider appropriate and may be notified on site of all documents that they consider useful in the performance of their duties, including any contracts, books, accounting documents and records.
Auditors shall be convened at all General Meetings by the time of the convening of co-operators partners and, at the same time as the directors, at the meetings of the Board of Directors which shall review or discontinue the annual or intermediate accounts of the year. The summonses are made by registered letter with a request for notice of receipt.
The auditors propose to the President of the Board of Directors the convening of the Board if they consider it useful. They request that the General Assembly be convened either if they feel it useful, or in the event that they are held under Article 23 of these Regulations when the number of directors becomes equal to half the statutory number when fixed or half the number fixed by the General Assembly when variable.
The auditors shall inform the Board of Directors:
1° Their general programme of work and the various surveys they conducted;
2° Changes that appear to be required to be made to the accounts to be finalized or other accounting records, making any useful comments on the assessment methods used in the preparation of such documents;
3° The irregularities and inaccuracies they would have discovered;
4° The conclusions to which the above observations and corrections are based on the results of the period compared to those of the previous period.
The auditors shall prepare a report in which they report to the General Assembly on the execution of the mandate it has entrusted to them and shall report any irregularities and inaccuracies they have identified.
The auditors shall also submit to the General Assembly a special report on the conventions authorized by the Board of Directors in accordance with the provisions of paragraphs 1 and 2 of Article 25 above.
3. When the auditor(s) report, on the occasion of their mission, facts that would jeopardize the continuity of the operation of the cooperative, they inform the chair of the board of directors.
In the absence of a written response from the latter within fifteen days or if the latter does not provide continuity of operation, the auditor(s) shall, in writing, invite the president to deliberate the board of directors of the cooperative on the facts noted. The auditor(s) shall be convened at that meeting. Deliberation of the board of directors shall be communicated to the business committee or, failing that, to staff delegates. The auditor(s) shall inform the President of the High Court.
In the event of failure to comply with these provisions, or if they find that, despite the decisions taken on business continuity, the auditor(s) prepare a special report that is presented to the next General Assembly.
This report is communicated to the business committee or failing to the staff delegates.
If, at the end of the meeting of the General Assembly, the auditor(s) note that the decisions made do not allow for the continuity of the operation, they inform the President of the High Court of their proceedings and communicate the results thereof.
4. Where the cooperative is required to establish a situation of achievable and available assets, excluded operating values, and the liabilities payable, a forecast result account, a funding table and a funding plan, the auditor(s) shall submit their observations and reports on the said documents, in accordance with the records provisions of Article L. 612-2 of the Commercial Code.
5. The auditors shall be paid by the cooperative fees set in accordance with the regulations in force.
6. They are responsible, both in respect of the cooperative and third parties, for the harmful consequences, for their faults and negligence committed in the performance of their duties.
However, their liability may not be incurred for the information or disclosures of facts to which they carry out their mission.
PART VI
GENERAL ASSEMBLY
Rule 34
Composition and role of the General Assembly
1. The general assembly is composed of all the co-operators associates regularly registered on the file of the co-operators associates on the date of convocation of the assembly.
2. The General Assembly regularly constituted represents the universality of co-operators partners. Its decisions are mandatory for all, even for absent, dissident or incapable.
Rule 35
Convocation
1. The ordinary general assembly shall be convened by the board of directors either on its initiative or within two months of the application that would be submitted to it by at least one-fifth of the co-operating partners regularly registered or by the auditor(s).
2. The Extraordinary General Meeting is convened by the Board of Directors either on its initiative or within two months of the application that would be submitted to it by at least one quarter of the regularly registered co-operators partners.
3. Subject to the requirements of Articles 42 and 44 below for meetings convened on a second convocation, the convocation to the General Assembly shall be published at least fifteen days before the date fixed in a newspaper entitled to receive legal announcements from the department or district where the head office is located. The insertion must contain the agenda of the meeting and specify the place, date and time of the meeting.
4. It is also addressed to each co-operator partner, at least 15 days before the date of the meeting, an individual summons inviting him to attend the general assembly and specifying the date, time and place of the meeting and the agenda.
5. When it comes to a convocation of the general assembly called to decide on the accounts of an exercise, the insertion and individual summons must mention that the co-operators associates have the ability, from the fifteenth day before the date of that meeting, to become acquainted with the headquarters of the cooperative, the following documents:
- annual accounts, and if they are to be established, consolidated and/or combined accounts;
― report of the Board of Directors to co-operators partners;
- report on the management of the group where applicable;
- text of proposed resolutions;
- general report of the auditor(s) on the annual accounts, and if they are to be prepared, on the consolidated and/or combined accounts;
- special report of the auditor(s) on the conventions subject to prior authorization.
6. The individual summons may be made by sending a copy of a newspaper or a newsletter to each co-operator partner. For the general assembly called to decide on the accounts of a fiscal year, the reference to the faculty left to the co-operating associates to make communication at the head office, within the prescribed time, of the documents referred to above, shall be included in this copy.
7. The individual summons, either by letter or by sending a newspaper or newsletter, is validly addressed to the last domicile that the co-operators associates have made known to the cooperative. [This consignment may be made by an electronic means, subject to the prior written agreement of the co-operator partner indicating the e-mail address. At any time, the cooperative may expressly request the cooperative by registered letter with a request for notice of receipt that the means of telecommunications be replaced by a postal mail.]
Rule 36
Agenda
1. The agenda of the General Assembly is decided by the Board of Directors. It must include, in addition to proposals from the Board or, where appropriate, auditors, any matter presented to the Board at least six weeks before the convocation of the General Assembly on written proposal shall be signed by at least one tenth of the total number of registered co-operators.
2. The agenda of the ordinary general meeting convened at the request of the auditors shall be decided in accordance with these.
3. It can only be deliberated in any assembly on the agenda.
Rule 37
General Assembly Office
1. The General Assembly is chaired by the President of the Board of Directors and, in his absence, by the Vice-President; by the administrator designated by the board; Otherwise, the assembly appoints its president.
2. The functions of deputy returning officers are performed by two co-operators appointed by the General Assembly [and chosen outside the board of directors].
3. The office so composed shall designate the secretary [who may not be a co-operator partner].
4. The president assures the police of the assembly and ensures that the discussions do not deviate from the agenda and their special purpose.
Rule 38
Admission, right and terms of vote and representation
1. Any co-operator partner has the right to attend or be represented at the general assembly.
[They are deemed to be present by the co-operators who participate in the assembly by videoconference or by means of telecommunications enabling their identification and guaranteeing their effective participation in the meeting of the assembly whose deliberations are continuously and concurrently transmitted. ]
When the spouses participate together and in an unincorporated farm in a social form, one or the other may participate in the general assemblies.
One or more third parties may be admitted because of their qualities, at the invitation of the board of directors.
2. Each co-operator partner, present or represented, has only one voice regardless of the number of shares it owns.
However, for the exercise of the right to vote in a general assembly, when a joint farm group is a member of the cooperative, all members of the group considered to be chief farm associates are deemed to be co-operators, without the heads of operation of the same group having more than 49% of the vote in that capacity.
3. The obstructed partner may give a warrant to represent him at the General Assembly. The agent must be another co-operator partner, the principal's spouse, one of its major ascendants or descendants. Non-associated agents co-operators may represent only their spouse, ascendants or major descendants.
4. The co-operator partner mandated by other co-operators partners can only have... voices, his understanding.
5. The terms of reference are annexed to the minutes of the General Assembly.
6. [The co-operator partner may also vote by electronic means of telecommunications on a site exclusively dedicated to this purpose.]
Rule 39
Finding of the deliberations of the General Assembly
1. It is held a presence sheet indicating the name or social name and domicile or head office of each of the co-operators partners and the number of social units of activity.
2. This attendance sheet, issued by the co-operating partners or, on their behalf, by their agents, is certified as accurate by the members of the office of the assembly and is filed at the head office to be attached to the reports of the board of directors and auditors, as well as to the records of the proceedings signed by the members of the office of the assembly [These minutes are recorded on a special register.]
3. Copies or excerpts from the proceedings to be filed in court shall be certified by the Chair of the Board of Directors or by one or more directors authorized to do so by the Board of Directors.
Rule 40
Meetings and objectives of the ordinary general assembly
1. The ordinary general assembly must be convened at least once a year, within six months of the year's closing.
2. The annual ordinary general meeting shall, after reading the report to the co-operating partners whose content is specified in section 47 below and the report(s) of the auditors:
― reviewing and approving the annual accounts, deciding on their modification if applicable;
- where appropriate, review and approve consolidated or combined accounts;
giving or refusing the quitus to administrators;
∙ assign the result in the manner set out in 3 below;
- appointing directors and auditors;
• see the variation of social capital during the fiscal year;
― to deliberate on any other matter on the agenda.
3. After charging the deferral to a new deficit and endowment of the mandatory reserves, the General Assembly shall deliberate on the motivated proposal to allocate the distributed surpluses submitted by the Board of Directors successively on:
― the interest served on the amount released from social shares. This interest is equal to the average rate of return of private corporate bonds published by the Minister responsible for the economy;
the distribution, if any, of all or part of the dividends received in respect of the participating interestArticle L. 523-5 of the Rural Code the pro rata of freed social shares;
- the distribution of dividends between co-operating partners proportionally to the operations carried out with the co-operative and in accordance with the terms provided for by these statutes;
- the distribution of dividends in the form of allocation of social shares between the co-operators partners proportionally to the operations carried out with the cooperative and in the manner provided by these statutes of at least 10% of the annual surpluses available after the previous deliberations; the so-called social shares are said social shares of savings;
― the creation of a provision" to enhance the interest served on the social units;
― the establishment of a reserve" for potential dividends;
– the allocation of optional reserves.
These decisions are subject to specific resolutions.
Rule 41
Meetings and objectives of the ordinary general assembly
extraordinary meeting
1. The ordinary general assembly may be convened extraordinaryly, outside the annual meeting, by the board of directors whenever the board considers it necessary to take the advice of co-operators associates or to obtain additional powers. The board of directors shall also extraordinaryly convene the ordinary general assembly within two months of the application that would be submitted to it in writing, on well-defined grounds, by a group representing at least the fifth of the registered co-operators partners or by the auditor(s) when they feel it is necessary.
2. It shall be convened immediately under the same conditions to appoint new directors in the event provided for in Article 23 of these statutes.
Rule 42
Quorum and majority in ordinary general assembly
or summoned extraordinaryly
1. The ordinary annual general assembly or summoned extraordinaryly shall be regularly constituted and shall only deliberate validly if it is composed of a number of co-operators present or represented at least one third of the registered members on the file of the co-operative partners on the date of the convocation.
2. If this condition is not fulfilled, a second convocation shall be made with the same agenda ten days at least before the date of the new meeting of the assembly, following the same rules as for the first and indicating in the convocation the date and result of the previous meeting.
3. The second assembly validly deliberates any number of members present or represented but only on objects on the agenda of the first meeting.
4. Decisions are taken by a majority of votes cast.
Rule 43
Purpose of the Extraordinary General Assembly
The Extraordinary General Assembly has only the power to deliberate on the amendments of the statutes, the dissolution of the cooperative, its extension in the forms provided for by theArticle 1844-6 of the Civil Code or its merger with other agricultural cooperative companies or similar transactions as defined in section 57 below. It alone has the option of deciding a change in capital by collective measure by amending the distribution base of the shares provided for in Article 14.
In no case shall it be impaired to the character of a cooperative corporation governed by the legislative and regulatory provisions referred to in section 1, except the application of provisions of Article 25 of Act No. 47-1775 of 10 September 1947.
Rule 44
Quorum and majority in extraordinary general assembly
1. The Extraordinary General Assembly is regularly constituted and deliberates validly if it is composed of a number of members present or represented at least half of that of the co-operators associates registered on the co-operative partner file at the date of the convocation, except as provided in paragraph 4 below.
2. If this condition is not fulfilled, a second convocation shall be made with the same agenda, at least ten days before the date of the new meeting of the assembly by following the same rules as for the first and by indicating in the convocation the date and result of the previous meeting.
3. The second meeting shall be validly deliberated, except as provided in paragraph 4 below, regardless of the number of co-operators present or represented, on the only items on the agenda of the first meeting.
4. When the Extraordinary General Assembly is convened to decide on a collective increase in capital by an increase in the subscription obligations provided for in Article 14, the Assembly must always bring together a number of members present or represented at least equal to that of two-thirds of the co-operating partners registered on the date of the convocation.
5. In all cases, decisions shall be taken by a two-thirds majority of the members present or represented.
PART VII
FINANCIAL PROVISIONS
Rule 45
Duration of exercise
Exercise starts the... and ends the...
Rule 46
Accounting
The cooperative shall establish annual accounts in accordance with the principles and methods defined in articles L. 123-12 to L. 123-22 and R. 123-172 to R. 123-202 of the trade code any consolidated or combined accounts as required under the provisions of the articles R. 232-8, R. 233-11, R. 233-12 and R. 233-14 of the Trade Code and, subject to the rules laid down by the accounting plan of agricultural cooperative societies and their unions.
Rule 47
Accounts and documents
presented to the regular annual general meeting
At the end of each fiscal year, the Board of Directors shall prepare an inventory and establish:
- annual accounts, which include balance sheet, result account and schedule;
– and where appropriate, consolidated or combined accounts that include balance sheet, result account and an annex;
― the relationship to co-operating partners that deals with the management and evolution of the co-operative, its medium-term strategy and outlook, the important events between the year's closing date and the date it is established and, where appropriate, its research and development activities. When the cooperative operates at least one licensed classified facility, listed on the list provided for in IV of Article L. 515-8 of the Environmental Codethe report also includes the following information:
– the policy of prevention of the risk of technological accident conducted by the cooperative;
– the cooperative's ability to cover its civil liability due to the operation of such facilities;
– the means provided to ensure the management of compensation for victims in the event of technological accidents involving liability;
– if there is a report on the management of the group.
All of these documents are made available to the auditor(s) at least one month before the ordinary annual general meeting is convened.
Rule 48
Excess and distributed surplus
1. The surplus of the year is the result of the revenues and expenses of the cooperative as recorded under the rules referred to in section 46. These products do not include the total amount of investment grants received from the State, communities or public institutions that must be carried directly to a special unavailable reserve.
2. The apportionable surplus is the surplus, after charging the carry-over to a new deficit where applicable, and reduced the amounts allocated to mandatory reserves.
It is carried out annually on the surplus a sampling of one-tenth for the establishment of the legal reserve provided for in the surplusArticle R. 524-21 of the Rural Code. This withdrawal ceases to be obligatory when this reserve reaches an amount corresponding to the amount of social capital.
In no case can reservations, whatever they may be, be shared between the co-operators partners during the cooperative period.
3. The excess for the return service to the co-operator partners can only relate to the result of the transactions between them and the cooperative. This surplus can only be distributed among co-operating partners in proportion to the operations they have carried out with the cooperative in the past year [and in accordance with the following terms:
Expenses shall be apportioned between the various subdivisions of the result account according to their nature, subject to approval by the General Assembly. The apportionable surplus for each subdivision of the result account shall be apportioned among the co-operative partners on the prorated basis of the transactions carried out by each of them under that subdivision, unless it is used in whole or in part to the coverage of deficits of one or more other subdivisions of the result account. ]
The surplus in a prior fiscal year may not be distributed unless it has been allocated to a provision to enhance interest on shares or for potential dividends. The provision for potential dividends may only be distributed among co-operating partners on a pro rata basis for each of them in the year in which it was incorporated.
Rule 49
Deficit and loss charge
1. The deficit observed during the fiscal year is, by decision of the General Assembly, either rescheduled or charged to the provisions to enhance interest to the shares and/or potential dividends, on the optional reserves if established, on the reserve for reimbursement of shares and, after exhaustion of the other reserves, on the legal reserve and ultimately on the unavailable reserves.
When the cooperative's own results are deficit, the dividends collected for the holdings are, on a competitive basis, affected by the debt.
No distribution may be made in the event of a deficit year or the maintenance of a recurring deficit.
2. In this case, the Board of Directors shall submit to the General Assembly in its report any proposals deemed necessary to ensure the financial recovery of the cooperative.
Rule 50
Interest requirement
Any interest not claimed within five years of its due diligence shall be prescribed to the State, provided that such interest has not been subject to a re-examination resulting in innovation.
PART VIII
OTHER PROVISIONS
Rule 51
Monitoring of the High Council for Agricultural Cooperation
and Financial Inspection
1. The cooperative is under the control of the High Council for Agricultural Cooperation.
Within the three-month period from the date of the meeting of the General Assembly which approved the accounts for the past year, the cooperative must forward to the High Council for Agricultural Cooperation the following documents:
the full copy of the minutes of the General Assembly;
- a copy of the documents made available to co-operating partners prior to the General Assembly: annual accounts, reports of the Board of Directors to co-operating partners, consolidated accounts and, where applicable, combined accounts and report on the management of the group, reports of the auditors on the annual accounts and consolidated accounts;
an extract from the registration in the register of trade and societies up to date from the decisions of the General Assembly;
– the number of partner partners.
All of these documents are addressed to the High Council for Agricultural Cooperation by the Chairman of the Board of Directors or one or more directors authorized to do so by the Board of Directors.
Participating takes are the subject of a statement to the High Council for Agricultural Cooperation in accordance with the terms and conditions set out in theArticle R. 523-8 of the Rural Code.
2. The High Council for Agricultural Cooperation may, in particular in view of these documents and after collecting the observations of the cooperative, carry out a review mission. When the control provided for in paragraph 1 gives rise to comments, these shall be communicated to the president of the cooperative who has a two-month period to respond.
3. The cooperative is also required to produce its accounting and the necessary justifications to prove that it operates in accordance with the legislative and regulatory provisions referred to in section 1 of these Regulations to any requisition of the financial inspectors and agents of the financial administration having at least the rank of controller or inspector.
Rule 52
Consequences of High Council Monitoring
of Agricultural Cooperation
If the control established by the previous article reveals either the failure of directors or the violation of legislative, regulatory or statutory provisions, or the lack of knowledge of the interests of the cooperative, an extraordinary general assembly shall be convened, at the request of the High Council for Agricultural Cooperation.
When the normal operation of the cooperative has not been restored within six months of the meeting of the Extraordinary General Assembly, renewable once, the High Council for Agricultural Cooperation may withdraw its approval.
This decision may be appealed to the Council of State within two months.
PART IX
DISSOLUTION, LIQUIDATION, DEVOLUTION,
ASSIMED FUSION AND OPERATIONS
Rule 53
Cases of dissolution of the cooperative
1. In the event of death, exclusion, prohibition of management, bankruptcy, judicial liquidation, personal bankruptcy or withdrawal of a co-operator partner or when the spousal community is dissolved, the cooperative is not dissolved. It continues straight between other co-operators partners.
2. In the event of a loss of three-quarters of the increased social capital of reserves, the extraordinary general assembly must decide on the dissolution of the cooperative. Its resolution must be published within 30 days in a newspaper entitled to receive legal announcements from the department where the cooperative has its headquarters. In the absence of a decision of the assembly, a member may request the judicial dissolution of the cooperative.
3. Merger or split leads to the dissolution without liquidation of the cooperative.
4. In the case of withdrawal of the approval, the extraordinary general assembly must be convened by the board of directors within one month of notification of the withdrawal of approval in order to pronounce the dissolution of the cooperative or its transformation within the limits of provisions of Article 25 of Act No. 47-1775 of 10 September 1947 Status of cooperation.
Rule 54
Liquidation of the cooperative
1. In the event of an early dissolution, as well as the expiry of the term of the cooperative referred to in Article 5 of these Regulations, the General Assembly shall rule the method of liquidation; it appoints one or more liquidators that may be selected from the directors. During the liquidation, the powers of the General Assembly continue as during the existence of the cooperative.
2. All the values of the cooperative are realized by the liquidators who have the largest powers to that effect.
3. During the liquidation of the cooperative, copies for extracts from the minutes of the proceedings of the board of directors or general assemblies of the cooperative are validly certified by a single liquidator or by one or more directors authorized for that purpose by the board of directors.
Rule 55
Devolution of surplus
In the event of the dissolution of the cooperative, if the liquidation reveals a surplus of the net assets on social capital, this surplus is devolved to other agricultural cooperatives or works of general agricultural interest.
The fraction of the net assets representative of the unavailable reserves is attributed either to establishments or works of general agricultural interest, or to other agricultural cooperatives or unions or to co-operative partners with the quality of agricultural cooperatives or union of agricultural cooperatives.
[The difference between the net asset surplus and the representative portion of the unavailable reserves referred to in the above paragraph may be apportioned among the co-operating partners on a pro rata basis of their share of social capital. The liquidator(s) report these transactions to the High Council for Agricultural Cooperation. ]
Rule 56
Financial liability of partner partners
1. If the amicable or judicial liquidation reveals losses exceeding the amount of social capital itself, these losses are, both in respect of creditors and in respect of the co-operators partners themselves, divided between the co-operators partners proportionally to the number of the social shares of activity belonging to each of them or that they should have subscribed.
2. The liability incurred by each co-operator partner pursuant to paragraph 1 above is limited to twice the amount of the social shares of activity that he or she had to subscribe.
Rule 57
Merger and similar operations
The following operations carried out by the cooperative are subject to the provisions of Article 58 below:
- fusion;
- scission;
― the partial intake of assets under the scissions regime;
― the contribution of a branch of activity or production within a branch of activity targeted to theArticle L. 526-8 (II) of the Rural Code ;
― the merger-absorption of a limited liability corporation, an anonymous corporation, a simplified shares corporation whose shares or shares are wholly owned by the cooperative.
Rule 58
Information of co-operators partners
in the event of merger and similar transactions
The following documents are made available to the co-operative partners at the head office of the co-operative at least one month before the general meeting to decide on a draft of one of the operations referred to in Article 57 of these Regulations:
1° The project referred to;
2° The special report on revision;
3° Annual accounts approved by the General Assembly and management reports for the last three fiscal years of the companies participating in the transaction;
4° Intermediate accounts prepared on the same basis and on the same basis as the annual accounts issued on a date that, if the financial statements relate to an fiscal year with an end of more than six months before the date of the above-mentioned project, must be less than three months before the date of the project.
In addition, the Board of Directors, if any, annexes to these documents a report on the terms and conditions of one of the transactions referred to in section 57 prepared by the Auditor.
A co-operator partner may obtain, upon request and at his or her own expense, a full or partial copy of the above documents.
Rule 59
Prior consultation of co-operators partners in the event of a given industry or production input within an industry
Co-operating partners who have committed an activity in a branch of activity or for a production within a branch of activity are gathered in separate college prior to the meeting of the Board of Directors stopping the final draft of the contribution referred to in theArticle L. 526-8-II of the Rural Code.
They are consulted on the draft in the conditions of convocation and voting applicable to extraordinary general assemblies which decide on statutory amendments other than those provided for in paragraph 3 of Article 15.
The results of this consultation are communicated to the General Meetings called for action on the project.
PART X
GENERAL PROVISIONS
Rule 60
Settlement of disputes
1. All disputes arising out of social affairs are subject to review by the board of directors who endeavour to settle them in amicable manner.
2. The cooperative may, at the time it contracts, agree to submit to arbitrators the disputes that would arise as a result of its operations.
Rule 61
Establishment of rules of procedure
For all that is not provided for in these Regulations, one or more rules of procedure shall be established by the board of directors.
Rule 62
Compliance with statutory and regulatory provisions
Membership in the cooperative includes a commitment to comply with these statutes as well as its or its rules of procedure.
A N N E X E 2
APPROVAL TYPES OF COOPERATIVE SOCIETIES
EXPLOITATION AGRICOLES IN COMMUN
(Articles to replace those in Appendix 1)
Texts in square brackets are optional and the blanks left in the text should be supplemented, taking into account possible indications in the notes provided by professional organizations.
Article 3
Subject
1. The purpose of the cooperative is to develop the farms of its associates or those that have been leased or owned by the cooperative.
It will conduct or facilitate all operations relating to the production, processing and sale of agricultural products exclusively from these farms.
2. Apart from the above-defined object, the cooperative may also carry out, as an accessory, at the request of the co-operators partners and without any involvement of the co-operators, pursuant to section 8 below, operations of supplies of goods and services directly related to the main object of the cooperative.
3. The above-defined operations and, where appropriate, any other operations that it considers useful may also be made by the cooperative in respect of the farms owned by it, leased or granted to it.
4. The company may make available to another agricultural cooperative corporation or an agricultural collective interest corporation of which it is a member, all or part of its buildings, equipment or equipment, including its means of transport.
Article 7
Admission
5. The cooperative must have at least seven and fifty co-operative partners, who must be natural or legal persons with an agricultural activity corresponding to the social object of the cooperative or agricultural workers.
6. Can be associated co-operators:
1° Any natural or legal person with the quality of a farmer or forester in the riding of the cooperative;
2° Any natural or legal person with agricultural interests in that exchange that correspond to the social purpose of the cooperative and subscribe to the activity undertaking referred to in section 8 below;
3° any common farm grouping of the electoral district;
4° All associations and trade unions of farmers having a common or related object with the cooperative;
5° Other agricultural cooperative societies, unions of these agricultural collective societies and societies, even though their social seats would be located outside the riding of the agricultural cooperative society;
6° Any natural or legal person with the status of a farmer or forester, a national of a Member State of the European Community and whose domicile is located outside the territory of the French Republic in an area adjacent to the electoral district of the cooperative.
7. These natural or legal persons shall, in order to be co-operators, subscribe to the number of social shares provided for in Article 14 below.
The quality of co-operator partner is established by the subscription or acquisition of one or more social shares of the cooperative.
8. Farmers' associations and trade unions may become co-operators for operations under their own activity, provided that they exercise this activity within the electoral district of the cooperative. Members of an association or trade union of co-operating farmers can only benefit from the services of the cooperative if they are themselves co-operators of the cooperative.
9. The admission of co-operators is made by a decision of the board of directors which may delegate its powers to one of its members or to a committee established for that purpose.
The refusal of admission may only result from a decision made by the board of directors by a majority of the members on duty and within three months from the day the application for membership was made by registered letter with a request for a notice of receipt.
In the event of a transfer of ownership or enjoyment of an operation, the refusal of admission may only take place under the conditions set out in section 18 below.
The heirs of the deceased partner succeed in the rights and obligations of the latter under the farms they inherit and for which the cujus had joined the cooperative.
10. It will be held at the headquarters of the cooperative a file of the co-operative partners registered in chronological order of accession and registration numbers with indication of the capital subscribed or acquired.
Article 8
Obligations of co-operators partners
1. Membership in the cooperative leads, for the co-operator partner:
1° The commitment to participate in the various activities of these.
2° The obligation, pursuant to the provisions of the second paragraph of Article 14 below, to subscribe or acquire by way of sale, and in the latter case with the agreement of the cooperative, the number of social shares corresponding to the commitments made.
[The engagement of the co-operator partner is formalized by the signing of a commitment bulletin that includes the nature, duration and terms of this commitment. ]
2. Pursuant to the provisions of paragraph 3 of Article 14 below and in accordance with the terms and conditions established by the rules of procedure, the subsequent increase of the commitments by the co-operator partner results in the adjustment of the number of social shares.
3. No one can remain a partner if it is not bound by an activity commitment.
4. The initial duration of the undertaking is fixed to.... consecutive exercises from..... [expiry of the current year on the date it was taken].
5. At the expiry of this period as at the expiry of the subsequent renewals, if the partner has not notified his or her willingness to withdraw, by registered letter with request for notice of receipt [at least three months] before the expiration of the last fiscal year of the commitment period concerned, the undertaking shall be renewed by tacit renewal by periods of.... The effects of the denunciation shall be settled by the denunciation 13.
6. Unless there is a duly established force majeure, the board of directors may decide to charge the co-operator partner who has not complied with all or part of its commitments, a participation in the fixed costs remaining at the expense of the producer community.
This participation is the assessment of the non-mandated obligations for the following expenses incurred in the year of the default:
- the charges against those recorded in accounts 61 and 62;
- taxes and taxes (account 63);
– Personnel charges (account 64);
- other current management charges (account 65);
financial expenses (account 66);
― exceptional charges (account 67);
― the depreciation and provisions (account 68);
- employee participation in the company's results (account 69);
– corporate taxes (account 69).
7. In the event of complete or partial failure by a co-operator partner, the board of directors may also decide to apply one or more of the following sanctions:
8. Before deciding on participation in fixed costs and on sanctions, respectively, as set out in paragraphs 6 and 7 above, the board of directors shall, by registered letter with request for notice of receipt, continue to provide explanations.
Article 14
Constitution of capital
1. Social capital consists of the following categories of social shares:
1° Social shares held by co-operating partners as part of the activity commitment referred to in Article 8. These social shares are called social parts of activity";
2° Social savings shares as referred to in section 40, if applicable.
2. Social capital is made up of nominative and indivisible shares subscribed or acquired by each of the co-operators partners. The social shares of activity are transmitted under the conditions set out in sections 18 and 19 below.
Social savings shares can be converted into social shares of activity. The partner informs the board of directors in writing. This conversion is done by simple transcription of the shares on the co-operators associate file.
3. The initial social capital is fixed to the sum of.... and divided into..... shares of an amount of.... each.
4. The social capital subscribes as part of the activity commitment is distributed among the co-operators partners according to the work they propose to perform on behalf of the cooperative in the following terms and conditions:
It is permissible, subject to the agreement of the board of directors, to subscribe or acquire shares beyond the statutory proportion.
5. Each part must be fully released during the subscription.
Rule 40
Meeting and Purpose of the Ordinary General Assembly
1. The ordinary general assembly must be convened at least once a year, within six months of the year's closing.
2. The annual ordinary general meeting shall, after reading the report to the co-operating partners whose content is specified in section 47 below and the report(s) of the auditors:
― reviewing and approving the annual accounts, deciding on their modification if applicable;
- where appropriate, review and approve consolidated or combined accounts;
giving or refusing the quitus to administrators;
∙ assign the result in the manner set out in 3 below;
- appointing directors and auditors;
• see the variation of social capital during the fiscal year;
― to deliberate on any other matter on the agenda.
3. After charging the deferral to a new deficit and endowment of the mandatory reserves, the General Assembly shall deliberate on the motivated proposal to allocate the distributed surpluses submitted by the Board of Directors successively on:
― the interest served on the amount released from social shares. This interest is equal to the average rate of return of private corporate bonds published by the Minister responsible for the economy;
the distribution, if any, of all or part of the dividends received in respect of the participating interestArticle L. 523-5 of the Rural Code the pro rata of freed social shares;
- the distribution of dividends between co-operating partners proportionally to the value of work determined by the rules of procedure, which they have provided during the fiscal year and in accordance with the terms and conditions provided by these statutes;
- the distribution of dividends in the form of allocation of social shares between co-operators partners proportionally to the value of work determined by the rules of procedure, which they provided during the year and in the manner provided by these statutes of at least 10% of the annual surplus available after the previous deliberations; the so-called social shares are said social shares of savings;
― the creation of a provision" to enhance the interest served on the social units;
― the establishment of a reserve" for potential dividends;
– the allocation of optional reserves.
These decisions are subject to specific resolutions.
Rule 48
Excess and distributed surplus
9. The surplus of the year is the result of the revenues and expenses of the cooperative as recorded under the rules referred to in section 46. These products do not include the total amount of investment grants received from the State, communities or public institutions that must be carried directly to a special unavailable reserve.
10. The disposable surplus is the surplus, after charging the deferral to a new deficit, if any, and reduced the amounts allocated to mandatory reserves.
It is carried out annually on the surplus a sampling of one-tenth for the establishment of the legal reserve provided for in the surplusArticle R. 524-21 of the Rural Code. This withdrawal ceases to be obligatory when this reserve reaches an amount corresponding to the amount of social capital.
In no case can reservations, whatever they may be, be shared between the co-operators partners during the cooperative period.
11. The excess for the return service to the co-operator partners can only relate to the result of the transactions between them and the cooperative. This surplus may be distributed among co-operating partners only in proportion to the value of the work determined by the rules of procedure, which they provided during the fiscal year [and in accordance with the following terms:
Expenses shall be apportioned between the various subdivisions of the result account according to their nature, subject to approval by the General Assembly. The apportionable surplus for each subdivision of the result account shall be apportioned among the co-operative partners on the prorated basis of the transactions carried out by each of them under that subdivision, unless it is used in whole or in part to the coverage of deficits of one or more other subdivisions of the result account. ]
The surplus in a prior fiscal year may not be distributed unless it has been allocated to a provision to enhance interest on shares or for potential dividends. The provision for potential dividends may only be distributed among co-operating partners on a pro rata basis for each of them in the year in which it was incorporated.
A N N E X E 3
APPROVAL TYPES
AGRICOLES TO SECTION
(Articles to replace those in Appendix 1)
Texts in square brackets are optional, and the blanks left in the text should be supplemented in the light of the indications given in the notes provided by professional organizations.
Article 7
Admission
1. The cooperative must have at least seven co-operating partners, among which natural persons must be individually operational chiefs.
2. Can be associated co-operators:
1° Any natural or legal person with the quality of a farmer or forester in the riding of the cooperative;
2° Any natural or legal person with agricultural interests in that exchange that correspond to the social purpose of the cooperative and subscribe to the activity undertaking referred to in section 8 below;
3° any common farm grouping of the electoral district;
4° All associations and trade unions of farmers having a common or related object with the cooperative;
5° Other agricultural cooperative societies, unions of these agricultural collective societies and societies, even though their social seats would be located outside the riding of the agricultural cooperative society;
6° Any natural or legal person with the status of a farmer or forester, a national of a Member State of the European Community and whose domicile or seat is located outside the territory of the French Republic in an area adjacent to the electoral district of the cooperative.
3. These natural or legal persons shall, in order to be co-operators, subscribe to the number of social shares provided for in Article 14 below.
The quality of co-operator partner is established by the subscription or acquisition of one or more social shares of the cooperative.
4. Farmers' associations and trade unions may become co-operators for operations under their own activity, provided that they exercise this activity within the electoral district of the cooperative. Members of an association or trade union of co-operating farmers can only benefit from the services of the cooperative if they are themselves co-operators of the cooperative.
5. The admission of co-operators is made by a decision of the board of directors which may delegate its powers to one of its members or to a committee established for that purpose.
The refusal of admission may only result from a decision made by the board of directors by a majority of the members on duty and within three months from the day the application for membership was made by registered letter with a request for a notice of receipt.
In the event of a transfer of ownership or enjoyment of an operation, the refusal of admission may only take place under the conditions set out in section 18 below.
The heirs of the deceased partner succeed in the rights and obligations of the latter under the farms they inherit and for which the cujus had joined the cooperative.
6. It will be held at the headquarters of the cooperative a file of the co-operative partners registered in chronological order of accession and registration numbers with indication of the capital subscribed or acquired.
7. The attachment of a co-operator partner to any of the sections referred to in Articles 34 and following of these Regulations shall be determined, at the choice of the co-operator partner, by the place of the main operation or domicile.
8. No partner co-operator may be attached to several sections, even in the case of multiple operations.
Article 15
Capital increase
1. Social capital is likely to increase as a result of the admission of new co-operators partners or the subscription of new shares by co-operators partners.
The board of directors may carry, in one or more times, the social capital to the maximum of.... € by means of the subscription of new social shares of activity created after the constitution of the cooperative. [The maximum so fixed may be increased by decision of the ordinary general assembly. ]
2. This social capital is also liable to increase by attribution, to the co-operators partners, of the social savings shares referred to in Article 40 of these Regulations.
3. Capital is also subject to collective increase resulting from the modification by the extraordinary general assembly of the subscription obligations set out in Article 14 above. The special general meeting to decide on the modification of the subscription obligations referred to above must always bring together a number of section delegates, present or represented, at least two thirds of the section delegates elected by the section assemblies.
Article 22
Duration and renewal of the term of office of directors
1. Directors are appointed for... years and renewable by... every year.
Their functions end at the end of the meeting of the ordinary general assembly of the co-operators associates who have ruled on the accounts of the year elapsed and held in the year in which the director's term expires.
2. The first series are designated by lot; the renewal is then done to the seniority.
[In the event of the admission of new directors in addition to the statutory minimum, those of them who will have to be replaced after the current year or subsequent years will be designated by lot. ]
3. [Outgoing directors are eligible for re-election. ]
4. [A co-operator partner may apply to the administrator's term before the election is opened.
The Board of Directors is required to inform the Section Meetings of applications for the term of directors that would have been notified to it by the interested parties, by registered letter with request for notice of receipt, ten days before the meeting of the first of these meetings. ]
Rule 34
Sectioning and role of the General Assembly
1. The General Assembly is composed of all delegates designated by the section assemblies defined in section 35 below. Each meeting of the General Assembly is necessarily preceded by the meeting of the Section Assembly.
2. The General Assembly regularly constituted represents the universality of co-operators partners. Its decisions are mandatory for all, even for absent, dissident or incapable.
Rule 35
Delimitation and role of sections
1. The electoral district of each section is necessarily included in the territorial district of the cooperative, which must be fully divided into sections. The number of sections and their constituencies shall be determined by decisions of the ordinary or extraordinary general assembly and shall be set out in the rules of procedure. The General Assembly may also constitute one or more adhering cooperatives in autonomous sections.
2. Section assemblies are composed of co-operators associates regularly registered on the file of co-operators associates on the date of convocation of the so-called assemblies and regularly attached to them pursuant to Article 7 above.
3. The purpose of the section assemblies is the information of the co-operators partners, the discussion of the issues on the agenda of the general assembly and the election of the delegates to represent the section at the plenary meeting.
4. Section assemblies may not make any decisions other than the designation of their delegates. The votes that may be taken in the section meeting on the issues raised on the agenda are indicative only for delegates in the section.
5. The number of delegates in each section, which cannot be less than three, must be proportional to the number of co-operators present or represented at the section assembly. This proportion is fixed by the assembly and included in the rules of procedure of the cooperative.
6. Section delegates shall be elected by secret ballot when the board of directors decides or when this method of voting is requested either before the section assembly or during it by one or more co-operators partners, members of that assembly.
7. In addition, each section assembly may appoint co-operators to represent the interests of the members of the section to the board of directors on a permanent basis between two general assemblies. [The number of such representatives may not exceed three.]
Rule 36
Agenda
1. The agenda of the General Assembly is decided by the Board of Directors. It must include, in addition to proposals from the Board or, where appropriate, auditors, any matter presented to the Board at least six weeks before the convocation of the General Assembly on written proposal shall be signed by at least one tenth of the total number of registered co-operators.
2. The agenda of the ordinary general meeting convened at the request of the auditors shall be decided in accordance with them.
3. It can only be discussed in any sectional assemblies or in deliberation in plenary meetings on the agenda.
Rule 37
Meetings and objectives of the ordinary general assembly
1. The ordinary general assembly must be convened at least once a year, within six months of the year's closing.
2. The annual ordinary general meeting shall, after reading the report to the co-operating partners whose content is specified in section 47 below and the report(s) of the auditors:
― reviewing and approving the annual accounts, deciding on their modification if applicable;
- where appropriate, review and approve consolidated or combined accounts;
giving or refusing the quitus to administrators;
∙ assign the result in the manner set out in 3 below;
- appointing directors and auditors;
• see the variation of social capital during the fiscal year;
― to deliberate on any other matter on the agenda.
3. After charging the deferral to a new deficit and endowment of the mandatory reserves, the General Assembly shall deliberate on the motivated proposal to allocate the distributed surpluses submitted by the Board of Directors successively on:
― the interest served on the amount released from social shares. This interest is equal to the average rate of return of private corporate bonds published by the Minister responsible for the economy;
the distribution, if any, of all or part of the dividends received in respect of the participating interestArticle L. 523-5 of the Rural Code the pro rata of freed social shares;
- the distribution of dividends between co-operating partners proportionally to the operations carried out with the co-operative and in accordance with the terms provided for by these statutes;
- the distribution of dividends in the form of allocation of social shares between the co-operators partners proportionally to the operations carried out with the cooperative and in the manner provided by these statutes of at least 10% of the annual surpluses available after the previous deliberations; the so-called social shares are said social shares of savings;
― the creation of a provision to enhance the interest served on the social parts;
― the establishment of a provision for potential dividends;
– the allocation of optional reserves.
These decisions are subject to specific resolutions.
Rule 38
Meetings and objectives of the ordinary general assembly
extraordinary meeting
1. The ordinary general assembly may be convened extraordinaryly, outside the annual meeting, by the board of directors whenever the board considers it necessary to take the advice of co-operators associates or to obtain additional powers. The board of directors shall also extraordinaryly convene the ordinary general assembly within two months of the application which would be submitted to it in writing for reasons well determined by a group representing at least one-fifth of the registered co-operators associates or by the auditor(s) when they feel it is necessary.
2. It shall be convened immediately under the same conditions to appoint new directors in the event provided for in Article 23 of these statutes.
Rule 39
Meetings and Purpose of the Extraordinary General Assembly
1. The Extraordinary General Assembly has only the power to deliberate on the amendments of the statutes, the dissolution of the society, its extension in the forms envisaged by theArticle 1844-6 of the Civil Code or its merger with other agricultural cooperative companies or similar transactions as defined in section 57 below. It alone has the option of deciding a change in capital by collective measure by amending the distribution base of the shares provided for in Article 14.
2. In no case shall it be impaired to the character of a cooperative corporation governed by the legislative and regulatory provisions referred to in section 1, except the application of provisions of Article 25 of Act No. 47-1775 of 10 September 1947.
Rule 39-1
Convening of section assemblies
1. The co-operators associates are gathered in section assemblies by the board of directors either on its initiative or on the written request presented to it by the fifth or quarter of the co-operators associates registered according to the ordinary or extraordinary character of the assembly or by the auditor(s).
2. The summons to the section assemblies must be published, at least fifteen days before the date fixed, in a newspaper entitled to receive legal announcements from the department or district where the head office is located [as well as in each department or district where all or part of the territorial district of the section is located]. The insertion must contain the agenda of the general assembly and specify the place, date and time of the section meeting. [The date of summons may be different for each section.]
3. It is also addressed to each co-operator partner attached to the section, as provided in Article 7, paragraph 7, at least fifteen days before the date of the meeting, an individual summons inviting him to attend the section assembly and specifying the date, time and place of the meeting and the agenda.
4. When it comes to a convocation of the general assembly called to decide on the accounts of an exercise, the insertion and individual summons must mention that the co-operators associates have the ability, from the fifteenth day before the date fixed for the section assembly, to read the following documents:
- annual accounts, and if they are to be established, consolidated and/or combined accounts;
― report of the Board of Directors to co-operators partners;
- report on the management of the group where applicable;
- text of proposed resolutions;
- general report of the auditor(s) on the annual accounts and, if required, on the consolidated or combined accounts;
- special report of the auditor(s) on the conventions subject to prior authorization.
In addition, for each section, the insertion and individual summons must specify the place where these documents can be consulted in the division of the section, as well as the possibility to consult them at the head office of the cooperative.
5. The individual summons may be made by sending a copy of a newspaper or newsletter to each co-operator partner. For the general assembly called to decide on the accounts of a fiscal year, the reference to the faculty left to the co-operator partner to read, within the prescribed time limit, the documents referred to above shall be included on this copy, as well as the place of the filing of these documents in each section.
6. The individual summons, either by letter or by sending a newspaper or newsletter, is validly addressed to the last domicile that the co-operators associates have made known to the cooperative. [This consignment may be made by an electronic means, subject to the prior written agreement of the co-operator partner indicating the e-mail address. At any time, the cooperative may expressly request the cooperative by registered letter with a request for notice of receipt that the means of telecommunications be replaced by a postal mail.]
Rule 39-2
Office of Section Meetings
1. Section meetings are held in the presence of a director designated by the board of directors. The designated administrator shall serve as chair of the meeting.
2. The scrutator functions are performed by two co-operators partners designated by the section assembly. The office, composed of the president and the two deputy returning officers, designates the secretary [who may not be a partner].
3. The president assures the police of the assembly and ensures that the discussions do not deviate from the agenda and their special purpose.
Rule 39-3
Admission, right to vote and representation
section assembly
1. A co-operator partner, regularly attached to the section under the conditions set out in section 7, has the right to attend or be represented at the section assembly.
[They are deemed to be present by the co-operators who participate in the assembly by videoconference or by means of telecommunications enabling their identification and guaranteeing their effective participation in the meeting of the assembly whose deliberations are continuously and concurrently transmitted. ]
When the spouses participate together and in an unincorporated farm in a social form, one or the other may participate in the section assemblies.
2. Each partner, present or represented, has only one voice, regardless of the number of shares it owns. However, for the exercise of the right to vote in a divisional assembly when a joint farm group adheres to the cooperative, all members of the group considered to be chiefs of agricultural exploitation are deemed to be co-operators, without having the chiefs of exploitation members of the same group be able, as such, to hold more than 49% of the votes.
3. The obstructed co-operator can give a warrant to represent him at the section assembly. The agent must be another partner of the section, the spouse of the principal, one of its major ascendants or descendants. Non-associated agents co-operators may represent only their spouse, ascendants or major descendants.
4. Each agent can only represent... partners co-operators and can only have... voices, her understanding. The warrants are annexed to the minutes of the section meeting.
5. [The co-operator partner may also vote by electronic means of telecommunications on a site exclusively dedicated to this purpose.]
Rule 39-4
Finding of the proceedings of the section assembly
1. It is held a presence sheet indicating the name or social name and domicile or head office of each of the co-operators partners and the number of social units of activity.
2. This attendance sheet is issued by co-operators or their representatives designated under the conditions set out in section 39-3 above. The section assembly is the subject of a verbatim record, including the composition of the office as well as the name, first name or social name [and address of the head office] of the delegates to the plenary assembly designated by the section assembly.
3. The attendance sheet and the minutes signed by a member of the office, certified by the delegate of the board of directors, are sent to the head office of the cooperative to be annexed to the minutes of the plenary meeting.
Rule 39-5
Quorum and majority in section assembly
1. No quorum requirement is required for the holding of section assemblies. These are validly deliberated regardless of the number of co-operators present or represented.
2. [The designation of the delegates from the section to the General Assembly is acquired by a simple majority of the votes cast. The same applies to permanent representatives of the section with the Board of Directors. ]
Rule 40
Convening of plenary meetings
1. Section delegates are summoned to the plenary General Assembly by the board of directors either on its initiative or on the written request presented to it by the fifth or a quarter of the co-operators registered according to the ordinary or extraordinary character of the assembly or by the auditor(s).
2. The convocation to the plenary meeting must be published at least fifteen days before the date fixed in a newspaper entitled to receive legal announcements from the department or district where the head office is located [as well as in each department or district where all or part of the territorial district of the cooperative is located]. The insertion must contain the agenda of the meeting and specify the place, date and time of the meeting.
3. It is also sent to each section delegate an individual summons inviting him to attend the plenary meeting and specifying the date, time and place of the meeting and the agenda.
[This consignment may be made by an electronic means, subject to the prior written agreement of the co-operator partner indicating the e-mail address. At any time, the cooperative may expressly request the cooperative, by registered letter with a request for a notice of receipt, that the means of telecommunications be replaced by a postal mail.]
Rule 41
Bureau of the Plenary Assembly
1. The plenary meeting is chaired by the Chairman of the Board of Directors and, in his absence, by the Vice-Chair; by the administrator designated by the board; Otherwise, the assembly appoints its president.
2. The duties of deputy returning officers are performed by two members of the plenary meeting designated by the plenary [and chosen outside the board of directors]. The office so composed shall designate the secretary [who may not be a co-operator partner].
3. The president assures the police of the assembly and ensures that the discussions do not deviate from the agenda and their special purpose.
Rule 42
Admission, right to vote
and representation in plenary
1. Each of the section delegates elected under the conditions set out in Article 34 above shall have one vote at the plenary meeting.
2. Any delegate who is unable to attend the plenary meeting may give a mandate to represent him to another delegate. The mandated delegate can only have two votes, including his own. The terms of reference are annexed to the minutes of the plenary meeting.
3. [A partner who has not been designated as a delegate by a section assembly may, however, attend the plenary meeting if he has expressed the will by registered letter with a request for a notice of receipt addressed to the chair of the board of directors no later than eight days after the meeting of the section meeting to which he was convened. He has no right to vote; he can only take part in the proceedings on the authorization of the office of the assembly. ]
4. [One or more thirds may be admitted to the plenary because of their qualities, at the invitation of the board of directors. ]
Rule 43
Finding of the deliberations of the plenary
1. It is held a presence sheet containing, by section, the name or social name and domicile or head office of each delegate.
2. This attendance sheet, issued by the delegates or, on their behalf, by their agents and certified by the members of the Bureau of the Plenary Assembly, is deposited at the head office to be attached to the reports of the Board of Directors and Auditors, as well as to the minutes of the proceedings of the plenary meeting signed by the members of the Bureau of that Assembly. [These records are recorded in a special register.]
3. Copies or excerpts from these proceedings to be filed in court or elsewhere are certified by the Chair of the Board of Directors or by one or more directors authorized to do so by the Board of Directors.
Rule 44
Quorum and majority in plenary
1. The plenary meeting is regularly constituted and only deliberates validly if it is composed of a number of delegates present or represented at least one-third of the total number of delegates designated by all section assemblies if it is an ordinary annual general assembly or convened extraordinaryly, and at least half of that total number if it is an extraordinary general assembly, except as provided in paragraph 4 below.
2. If these conditions are not met, a second convocation of the plenary meeting shall be made with the same agenda at least ten days before the date of the new meeting, following the same rules as for the first, and indicating the date and result of the previous plenary meeting.
3. The second meeting shall be validly deliberated, except as provided in paragraph 4 below, regardless of the number of section delegates present or represented, on the only items on the agenda of the first meeting.
4. When the Extraordinary General Assembly is convened to decide on a collective increase in capital by an increase in the subscription obligations provided for in Article 14, the Assembly must always bring together a number of delegates present or represented at least two thirds of the elected delegates.
5. Decisions are made by a majority of the votes cast if it is an annual general assembly or summoned extraordinaryly and by a two-thirds majority of the delegates present or represented if it is an extraordinary general assembly.
Rule 47
Accounts and documents established
presented to the regular annual general meeting
At the end of each fiscal year, the Board of Directors shall prepare an inventory and establish:
- annual accounts, which include balance sheet, result account and schedule;
– and where appropriate, consolidated or combined accounts that include balance sheet, result account and an annex;
― the relationship to co-operating partners that deals with the management and evolution of the co-operative, its medium-term strategy and outlook, the important events between the year's closing date and the date it is established and, where appropriate, its research and development activities. When the cooperative operates at least one licensed classified facility, listed on the list provided for in IV of Article L. 515-8 of the Environmental Codethe report also includes the following information:
– the policy of prevention of the risk of technological accident conducted by the cooperative;
– the cooperative's ability to cover its civil liability due to the operation of such facilities;
– the means provided to ensure the management of compensation for victims in the event of technological accidents involving liability;
– if applicable, a report on the management of the group.
All of these documents are made available to the auditor(s) at least one month before the first section meeting is convened.
A N N E X E 4
APPROVAL TYPES
DES SOCIÉTÉS COOPÉRATIVES AGRICOLES DE CÉRÉALES
(Articles to replace those in Appendix 1)
Texts in square brackets are optional, and the blanks left in the text should be supplemented in the light of the indications given in the notes provided by professional organizations.
Article 1
Constitution
It is constituted between the undersigned and those who adhere to these statutes an agricultural cooperative corporation with variable capital governed by the provisions of the rural code, including Book V, Title II, by the provisions of the Act No. 47-1775 of 10 September 1947, Articles L. 231-1 to L. 231-8 and L. 247-10 of the Commercial Code, the provisions of Book III, Title IX, Chapter I of the Civil Code, the texts that have altered or altered them, the regulations concerning cereals, and in particular the legislation relating to the National Interprofessional Office of Large Crops and the following provisions.
It is called in these statutes the cooperative".
Article 3
Subject
1. The purpose of the cooperative is to carry out or facilitate, irrespective of the means and techniques used by it, all operations concerning [production], [collection], storage, storage, [processing] and the sale of cereals [and other agricultural products], in accordance with the following indications:
Nature of products....
Nature of operations....
2. Apart from the above-defined object, the cooperative may also carry out, as an accessory, at the request of the co-operators partners and without any involvement of the co-operators under section 8 below, operations of supplies of goods and services directly related to the main object of the cooperative.
2 bis. The cooperative may, in particular for the purpose of financing cereal crops, subscribing any agricultural warrants or creating any effects in return for the cereals that it actually holds or are held on its behalf under the conditions prescribed by the grain regulations.
3. The above-defined operations and, where appropriate, any other operations that it considers useful may also be made by the cooperative in respect of the farms owned by it, leased or granted to it.
4. The cooperative may make available to another agricultural cooperative corporation or an agricultural collective interest corporation, of which it adheres all or part of its buildings, equipment or equipment, including its means of transport.
Rule 45
Duration of exercise
The exercise begins on July 1st and ends on June 30th.
Rule 46
Accounting
The cooperative shall establish annual accounts in accordance with the principles and methods defined in articles L. 123-12 to L. 123-22 and R. 123-172 to R. 123-202 of the trade codeand, where appropriate, consolidated or combined accounts according to the provisions of articles R. 232-8, R. 233-11, R. 233-12 and R. 233-14 of the Trade Codeand subject to the rules laid down by the accounting plan of agricultural cooperative societies and their unions.
Rule 51
Monitoring of the High Council for Agricultural Cooperation
and Financial Inspection
1. The cooperative is subject to the supervision of the High Council for Agricultural Cooperation and the National Interprofessional Office for Large Crops.
Within the three-month period from the date of the meeting of the General Assembly which approved the accounts for the past year, the cooperative must forward to the High Council for Agricultural Cooperation the following documents:
the full copy of the minutes of the General Assembly;
- a copy of the documents made available to co-operating partners prior to the General Assembly: annual accounts, reports of the Board of Directors to co-operating partners, consolidated accounts and, where applicable, combined accounts and report on the management of the group, reports of the auditors on the annual accounts and consolidated accounts;
an extract from the registration in the register of trade and societies up to date from the decisions of the General Assembly;
– the number of partner partners.
All of these documents must be certified in accordance with the President of the Board of Directors or one or more directors authorized to do so by the Board of Directors.
Participating takes are the subject of a statement to the High Council for Agricultural Cooperation in accordance with the terms and conditions set out in theArticle R. 523-8 of the Rural Code.
2. The High Council for Agricultural Cooperation may, in particular in view of these documents, and after collecting the observations of the cooperative, carry out a review mission. When the control provided for in paragraph 1 gives rise to comments, these shall be communicated to the president of the cooperative who has a two-month period to respond.
3. The cooperative is also required to produce its accounting and the necessary justifications to prove that it operates in accordance with the legislative and regulatory provisions referred to in section 1 of these Regulations to any requisition of the financial inspectors and agents of the financial administration having at least the rank of controller or inspector.
A N N E X E 5
APPROVAL TYPES OF SOCIETIES
AGRICOLES OF APPROVISION
(Articles to replace those in Appendix 1)
Texts in square brackets are optional, and the blanks left in the text should be supplemented in the light of the indications given in the notes provided by professional organizations.
Article 3
Subject
1. Delete.
2. The purpose of the cooperative is to purchase, with a view to the supply of its only co-operators partners, products, equipment, instruments and animals necessary for their operations.
It may, subject to advice to the High Council for Agricultural Cooperation:
- to ensure the production or manufacture of the above-mentioned supplies, regardless of the means and techniques used by it, particularly with respect to fertilizers and feeds made up for livestock;
- perform the repair and maintenance of agricultural machinery and tools.
2 bis. Apart from the above-defined object, the cooperative may also perform as an accessory, at the request of the co-operators partners and without any involvement of the co-operators pursuant to section 8 below, operations for the collection-sale and supplies of goods and services directly related to the main object of the cooperative.
3. The above-defined operations and, where appropriate, any other operations that it considers useful may also be made by the cooperative in respect of the farms owned by it, leased or granted to it.
4. The cooperative may make available to another agricultural cooperative corporation or an agricultural collective interest corporation, of which it adheres all or part of its buildings, equipment or equipment, including its means of transport.
Article 4
Other operations
Apart from the operations defined in Article 3 above, the cooperative may:
1. To render, to any agricultural cooperative corporation or union member of a union of agricultural cooperatives of which it itself is a part, all services indispensable to it subject to the authorization of the said union and vice versa, subject to the same reservation, to receive from such a cooperative or union all services that would be indispensable to it;
2. To lend to any union of agricultural cooperatives or a society of agricultural collective interest which it is part of the services necessary for the realization of the statutory object of this union or of this SICA;
3. And more generally, perform all operations within the framework of theArticle L. 521-1 of the Rural Code allowing by any means to facilitate or develop the economic activity of co-operators partners, to improve or increase the results of this activity.
Article 8
Obligations of co-operators partners
1. Membership in the cooperative leads, for the co-operator partner:
1° The commitment to obtain from it or through it... products or objects necessary for its operation and is able to provide it;
2° The obligation, pursuant to the provisions of the second paragraph of Article 14 below, to subscribe or acquire by way of sale, and in the latter case with the agreement of the cooperative, the number of social shares corresponding to the commitments made.
[The engagement of the co-operator partner is formalized by the signing of a commitment bulletin that includes the nature, duration and terms of this commitment. ]
2. Pursuant to the provisions of paragraph 3 of Article 14 below and in accordance with the terms and conditions set out in the rules of procedure, the subsequent increase in commitments or purchases actually made with or through the cooperative results in the adjustment of the number of social shares when the increase in these supplies does not result from a conjunctural variation.
3. No one can remain a partner if it is not bound by an activity commitment.
4. The initial duration of the undertaking is fixed to... consecutive exercises from [the expiration of the current year on the date it was made.]
5. At the expiry of this period as at the expiry of the subsequent renewals, if the partner has not notified his will to withdraw by registered letter with request for notice of receipt [3 months at least] before the expiration of the last fiscal year of the relevant commitment period, the undertaking renews by tacit renewal by periods of time... The effects of the denunciation are regulated by Article 13.
6. Unless there is a duly established force majeure, the board of directors may decide to charge the co-operator partner who has failed to meet all or part of its commitments to the fixed costs remaining to the producer community.
This participation is the share that represents the business figures of the non-supplied supply for the coverage of the following expenses observed during the year of the default:
- the charges against those recorded in accounts 61 and 62;
- taxes and taxes (account 63);
– Personnel charges (account 64);
- other current management charges (account 65);
financial expenses (account 66);
― exceptional charges (account 67);
― the depreciation and provisions (account 68);
- employee participation in the company's results (account 69);
– corporate taxes (account 69).
7. In the event of complete or partial failure by a co-operator partner, the board of directors may also decide to apply one or more of the following sanctions:
8. Before deciding on the participation in fixed costs and the sanctions, as set out in paragraphs 6 and 7, respectively, the board of directors shall, by registered letter with a request for notice of receipt, continue to provide explanations.
Article 12
Exclusion
1. The exclusion of a co-operator partner may be pronounced by the board of directors for serious reasons, in particular if the co-operator partner has been sentenced to a criminal sentence, if he has denied or attempted to seriously harm the co-operative by unjustified acts, if he has contravened without the justified excuse of force majeure the commitments entered into under Article 8. The decision of the board of directors is immediately enforceable.
2. The board of directors may only deliberate in this respect on the condition that the quorum of two-thirds of its members be assembled and that a two-thirds majority vote of the directors present be decided.
3. The exclusion decision may be appealed to the General Assembly. This remedy must be exercised only by the co-operator partner within two years of the date of notification by the board of directors of the exclusion decision. It must be notified to the President of the Board of Directors who will seize the first general meeting convened after receiving the notification by him. This appeal is not suspensive.
4. The excluded partner is entitled to reimbursement of its share of social capital under the conditions set out in section 20 below.
A N N E X E 6
APPROVAL TYPES
AGRICOLES OF SERVICES
(Articles to replace those in Appendix 1)
Texts in square brackets are optional, and the blanks left in the text should be supplemented in the light of the indications given in the notes provided by professional organizations.
Article 3
Subject
1. Delete.
2. The purpose of the cooperative is to provide the following services to its co-operators only and for the exclusive use of their farms necessary for these operations:
The cooperative may, subject to giving notice to the authority that has made its approval, provide to its co-operators only any other services necessary for the exclusive use of their farms.
[In addition, the cooperative, when it is an activity exclusively for the use of agricultural equipment, may, pursuant toArticle L. 127-1 of the Labour Codedevelop, for the exclusive benefit of its co-operators partners, an employer grouping activity within 30% of its salary mass in accordance with theArticle D. 521-4 of the Rural Code.]
2 bis. Apart from the above-defined object, the cooperative may also, as an accessory, carry out, at the request of the co-operating partners and without any involvement of the co-operating partners, pursuant to Article 8 below, operations for the collection and supply of goods directly related to the main object of the cooperative.
3. The above-defined operations and, where appropriate, any other operations that it considers useful may also be made by the cooperative in respect of the farms owned by it, leased or granted to it.
4. The cooperative may make available to another agricultural cooperative corporation or an agricultural collective interest corporation, of which it adheres all or part of its buildings, equipment or equipment, including its means of transport.
5. Deployed Article 43.
Article 4
Other operations
Apart from the operations defined in Article 3 above, the cooperative may:
1. To render, to any agricultural cooperative corporation or union member of a union of agricultural cooperatives of which it itself is a part, all services indispensable to it subject to the authorization of the said union and vice versa, subject to the same reservation, to receive from such a cooperative or union all services that would be indispensable to it;
2. To lend to any union of agricultural cooperatives or a society of agricultural collective interest which it is part of the services necessary for the realization of the statutory object of this union or of this SICA.
And more generally, perform all operations within the framework of theArticle L. 521-1 of the Rural Code allowing by any means to facilitate or develop the economic activity of co-operators partners, to improve or increase the results of this activity.
Article 8
Obligations of co-operators partners
1. Membership in the cooperative leads to the partner:
1° The commitment to use, with respect to its operation and to the extent necessary, the services that the cooperative is able to provide. The commitment to use, with respect to its operation and to the full extent of its needs, [...] services that the cooperative is able to provide to it;
2° The obligation, pursuant to the provisions of the second paragraph of Article 14 below, to subscribe or acquire by way of sale, and in the latter case with the agreement of the cooperative, the number of social shares corresponding to the commitments made.
[The engagement of the co-operator partner is formalized by the signing of a commitment bulletin that includes the nature, duration and terms of this commitment. ]
2. Pursuant to the provisions of paragraph 3 of Article 14 below and in accordance with the terms and conditions established by the rules of procedure, the subsequent increase in the commitments or the importance of the services provided to the co-operative partner results in the adjustment of the number of social units where the increase of these services does not result from a conjunctural variation.
3. No one can remain a partner if it is not bound by an activity commitment.
4. The initial duration of the undertaking is fixed to... consecutive exercises from the expiration of the current year on the date it was made.
5. At the expiry of this period as at the expiry of the subsequent renewals, if the partner has not notified his will to withdraw by registered letter with request for notice of receipt [3 months at least] before the expiration of the last fiscal year of the relevant commitment period, the undertaking renews by tacit renewal by period of... The effects of the denunciation are regulated by Article 13.
6. Unless there is a duly established force majeure, the board of directors may decide to charge the co-operator partner who has failed to meet all or part of its commitments to the fixed costs remaining to the producer community.
This participation is the assessment of unpaid services for the following expenses incurred during the year of the default:
- the charges against those recorded in accounts 61 and 62;
- taxes and taxes (account 63);
– Personnel charges (account 64);
- other current management charges (account 65);
financial expenses (account 66);
― exceptional charges (account 67);
― the depreciation and provisions (account 68);
― the participation of employees in the fruits of expansion (account 69);
– corporate taxes (account 69).
7. In the event of complete or partial failure by a co-operator partner, the board of directors may also decide to apply one or more of the following sanctions:
8. Before deciding on the sanctions, as set out in paragraphs 6 and 7 above, the board of directors shall, by registered letter with a request for notice of receipt, continue to provide explanations.
Article 12
Exclusion
1. The exclusion of a co-operator partner may be pronounced by the board of directors for serious reasons, in particular if the co-operator partner has been sentenced to a criminal sentence, if he has denied or attempted to seriously harm the co-operative by unjustified acts, if he has contravened without the justified excuse of force majeure the commitments entered into under Article 8. The decision of the board of directors is immediately enforceable.
2. The board of directors may only deliberate in this respect on the condition that the quorum of two-thirds of its members be assembled and that a two-thirds majority vote of the directors present be decided.
3. The exclusion decision may be appealed to the General Assembly. This remedy must be exercised only by the co-operator partner within two years of the date of notification by the board of directors of the exclusion decision. It must be notified to the President of the Board of Directors who will seize the first general meeting convened after receiving the notification by him. This appeal is not suspensive.
4. The excluded partner is entitled to reimbursement of its share of social capital under the conditions set out in section 20 below.
Done in Paris, April 23, 2008.
For the Minister and by delegation:
By preventing the Director General
economic policies,
European and international:
Chief of Service
agricultural and industrial strategies,
P. Merillon
