JUAN CARLOS I King of Spain to all that the present join together and act.
Know: That the Cortes Generales have approved and I come in to sanction the following law.
EXPLANATORY statement the cooperative societies, as true socio-economic institutions, have to cope with the constant transformations that, progressively, in today's world. Technological, economic and changes in the Organization of work that give special prominence to the small and medium-sized companies, along with the emergence of the new "sources of employment», open to large cooperatives expectations for its expansion, but, at the same time, demand their legal formulation to find solid support for its consolidation as a company.
For cooperative societies, in a world increasingly competitive and rigorous in the rules of the market, competitiveness has become an inherent value to its cooperative nature, as in vain it could maintain its social values if they fail the efficiency and profitability of your business character.
The mandate of the Spanish Constitution, which in paragraph 2 of his article 129 orders public authorities promote, through adequate legislation of cooperative societies, it motivates the legislator to contemplate the need for a proper runway which channeled the collective initiatives of the citizens who develop activities that generate wealth and stable employment. The promotion of the cooperative movement as a formula that facilitates the economic and labour integration of the Spanish market, perfectly make compatible requirements of profitability and competitiveness of more developed economies with the values that give shape to the cooperatives from more than hundred and fifty years. The elements of a society of people, such as cooperatives, can live in harmony with the demands of the market; otherwise the cooperative world would be in a situation of divorce between reality and the law. Aim of the new law is, precisely that values that embodies the historical figure of the cooperative movement, response of civil society to the constant and innovative economic conditioning, they are compatible and keep a proper balance with the ultimate goal of all partners, which is the economic profitability and success of your business project.
Ethical values which give life to the cooperative principles formulated by the International Cooperative Alliance, especially in those who embody solidarity, democracy, equality and social vocation have place in the new law that enshrines them as essential elements to build a viable company that partners are identified to appreciate it the realization of a project that ensures its employment and professional life.
A law of cooperatives, which, by strengthening the basic principles of the spirit of the cooperative movement, was a useful legal tool to deal with the major economic and business challenges that represents the entry into the European Monetary Union was necessary.
New social demands of solidarity and the new employment generating activities, are handled by the law, offering the collective self-employment as a formula for social insertion, the attention to groups especially with difficulties in labour insertion and public participation in this sector.
The new law is also the result of the need to apply for the benefit of the cooperative sector, a series of legislative changes that have occurred both at national level and in the community.
Since 1989, much of the company law has been modified, to adapt it to the European directives on the subject. Therefore been introduced some new regulations that seems very convenient to also join the cooperative law, such as those affecting, among others, corporate advertising, to the deposit of annual accounts, transformations and mergers, the powers of the administrative bodies and the rights and obligations of the partners.
Regarding national legislation, the new Act takes into account the contribution which meant the law General cooperative 3/1987, of 2 April, which adapted to the demands of the State of autonomies, the legal regime of cooperative societies and the possibilities of the same Association. Assuming the autonomous communities exclusive jurisdiction in this matter means, in practice, that the scope of the new law has widely been reformulated, what need for a definition of it. So stated in article 2, following the doctrine of the Constitutional Court. The scope of the scope of the new law is, therefore, State, which will host cooperative societies that develop their activity in this field.
More general aspects, law includes changes in warranty and challenge judicial procedures, or the most reliable innovations in other legal areas: audit and working arrangements. For its part, the law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure, orients the common administrative procedure to a modernization of the administrative efficiency and transparency action, inspiring principles which must be expressly welcomed in new cooperative normative, in relation to the registration matter and the actions of the Administration in the promotion and monitoring of cooperative entities.
The law provides a framework of flexibility, where cooperatives themselves could come to self-regulate, and establishes the principles that, in General, they must be applied in its performance, fleeing from the reglamentista character that in many respects, hinders corporate activity.
A priority is to strengthen the business consolidation of the cooperative, for what it has been necessary to loosen its economic and corporate regime and welcome developments in business financing. Thus, the strengthening of the governing and administration body or enabling access to new modalities of permanent resources through the issuance of special appearances, or participatory titles.
Within these perspectives, the law is structured in three titles with percent twenty articles, thirteen additional provisions, four transitional provisions, three repealing provisions and six final provisions.
I. the title I defines the concept of cooperative society, their classes, reducing their number to unify the educational and teaching unions, regulating its Constitution. Create sections, which allow to develop specific economic and social activities within their scope.
The number of members to constitute a co-operative boils down to three that will facilitate the creation of this type of companies. With the same purpose, it is established that the Constitution of the cooperative society will be by hearing simultaneously all partner promoters before the notary, become a society of people, and suppresses the constituent Assembly, which is a streamlining of the procedure. Also easing regulation of social organs, allowing the statutes to set its performance criteria and empower the statutes the possibility of creating the figure of the sole administrator in cooperatives of less than ten partners.
They keep the assumptions and conditions that can be operated with third parties, expanding the boundaries of these operations.
It develops the concept of partner, which replaces the so-called «partner» in the previous law, extending its possibilities of participation.
It contemplates the possibility of establishing social bonds for a fixed term.
In terms of the right to vote is part of the principle that each partner shall have one vote, but allowed that the Statutes contemplate the possibility of plural voting weighted to the agricultural cooperatives, farm community of the Earth, the sea and transport services, and for the rest, only for members that are cooperatives , companies controlled by these or public entities, while establishing limitation of not be able to overcome the five social votes.
The complexity that sometimes can present the economic management of cooperatives, from a point of view «tecnico-contable», has advised exempt controllers from the obligation of the censorship of the annual accounts of the cooperative if they are required to submit audited, provided that thus the statutes establish it.
The ability to pay interest on the contributions to the share capital, is conditioned on the existence of positive results.
Modifies the system of updating of contributions to the share capital.
Sets a new regulation of the right of reinstatement to social contributions which represents a greater supervision of the partner and reinforces the cooperative principle of open door. With this purpose are eliminated deductions about the reinstatement of compulsory contributions to the social capital that could practice partner causing low in the cooperative when it was described as unjustified voluntary redundancy or expulsion, only keeping that possibility for the so-called low not justified by non-observance of the minimum period of permanence that partner had taken at the time of entering the cooperative.
The uptake of financial resources is facilitated by the issuance of special participations, with maturity of at least five years, which may be freely transmitted.
Also referred to the possibility of issuing equity titles, with remuneration based on the results of the cooperative.
You are encouraged to attend of the cooperative in the different phases of the production process, to be considered cooperative results which have their origin in shareholdings in companies that carry out preparatory or complementary to the cooperative's own activities.
The difficulty and the cost of managing that sometimes post separately the cooperative results of the extracooperativos has advised to enable the cooperative to opt in the statutes for the non-differentiation.
Accounting discipline, publicity and transparency of this type of companies is reinforced, in line with the latest commercial reform, by requiring the deposit of annual accounts in the registry of cooperative societies.
They are forms of economic cooperation between cooperatives, seeking its extension and facilitating the integration of special interest.
Creates the figure of 'special fusion"which consists in the possibility of merging a cooperative society with any civil or commercial society. In the same chapter the figure of a cooperative society in another civil or commercial company «transformation», regulated without requiring its dissolution and creation of a new.
The possibility of conversion of a co-operative of second degree in one of the first, which absorbs, both cooperatives that were part of it, and its partners, allows a genuine cooperative integration.
New activities within the different kinds of cooperatives as the social initiative and comprehensive, are collected depending on your purpose of social integration and dual and plural cooperativizada activity.
The special characteristics of cooperative societies have made it necessary to the regulation of the cooperative group, in order to boost the integration of the business of this type of companies, face the challenge of having to operate in increasingly globalized markets.
Also created a new corporate figure called mixed cooperative whose regularization coexist elements of the cooperative society and the mercantile society.
Special importance has for housing cooperatives, which develop more of one promotion or phase, the treatment given to the heritage independent of each of them, which allows to limit the liability of the members of the remaining debt on.
II. in title II, to the action of the General Administration of the State, is recognized as a task of general interest the promotion, encouragement and development of cooperative societies and includes the General principles that should govern the Organization of the registration of cooperative societies, leaving the regulatory development for subsequent adjustment.
Powers of inspection and uncheckable continue corresponding to the Ministry of labour and Social Affairs.
III. in title III, maintains the forms of Association of cooperative societies by facilitating the creation of these groups, for the purpose of encouraging the cooperative movement at the State level.
IV. additional provisions is the creation of the Council for the promotion of the Social economy as an advisory and consultative body of the General Administration of the State for social economy activities of this. It will also act as a body for cooperation and coordination of the cooperative movement and public authorities.
Title I of the cooperative society chapter I General provisions article 1. Concept and description.
1. the cooperative is a society consisting of people who are associated with, in regime of free adhesion and opt for the realization of business activities to meet their needs and aspirations, economic and social structure and democratic functioning, in accordance with the principles formulated by the International Cooperative Alliance, the resulting terms of this law.
2. any lawful economic activity can be organized and developed by a company incorporated under this Act.
3 the company's name will necessarily include the words "Sociedad Cooperativa" or its abbreviation «S. Coop.». This name shall be exclusive, and regulations your requirements may be established.
4. cooperative societies can take the form of cooperative of first and second degree, in accordance with the specifications provided for in this law.
Article 2. Scope of application.
This law shall apply: to) cooperative societies that develop their activity cooperativizada on the territory of several autonomous communities, except when one of them develops with main character.
(B) A cooperative societies mainly performing its activity cooperativizada in the cities of Ceuta and Melilla.
Article 3. Domicile.
Cooperative society will set its registered office within the Spanish territory, in the place where mainly perform their activity or centralize their administrative management and direction.
Article 4. Transactions with third parties.
1. cooperative societies can perform activities and services cooperativizados with non-member third parties only when provide the statutes, under the conditions and limitations established by this law, as well as other sectoral laws that they are applicable.
2. However, all cooperative society, what ever its class, when, in exceptional circumstances not attributable to it, operating exclusively with partners and, where appropriate, with third parties within the limits established by this law in response to the kind of co-operative concerned, suppose a decrease of activity that threaten its economic viability It may be authorized, on request, in order to perform, or, where appropriate, expand activities and services with third parties, for the period and up to the amount fixed by the authorization according to the circumstances that are.
The request will be resolved by the Ministry of labour and Social Affairs, and in the case of credit and insurance cooperatives, the authorization will correspond to the Ministry of economy and finance.
Article 5. Sections.
1. the statutes of the cooperative may provide for and regulate the establishment and operation of sections, which develop within the social object, specific socio-economic activities with autonomy of management, heritage separate and distinct accounts of exploitation, without prejudice to the general ledger of the cooperative. The representation and management of the section shall be responsible, in any case, the cooperative's Rector Council.
2. for the fulfilment of the obligations arising from the activity of the section they respond, in first place, contributions made or pledged and guarantees presented by the partners integrated into the section, without prejudice to the patrimonial universal responsibility of the cooperative.
Statutory unless otherwise specified, the distribution of surpluses will be differentiated.
3. the General Assembly of the cooperative may agree suspension agreements of the Assembly of partners section, deemed contrary to the law, the statutes or the general interest of the cooperative.
4 any class except the credit unions, may be if their statutes as expected, a section of credit, without independent legal personality of the Union of which it forms part, limiting their active and passive operations itself LCCU and its partners, without prejudice to monetize their excess cash through financial institutions.
The volume of the active operations of the section of credit in any case exceed fifty per cent of the resources of the cooperative.
5. cooperatives that have any section will be required to audit their annual accounts.
Article 6. Kinds of cooperatives.
First grade cooperative societies may be classified in the following way: associated labour cooperatives.
Cooperative of consumers and users.
Cooperative community exploitation of the land.
Cooperatives of carriers.
Chapter II of the Constitution of the co-operative society article 7. Constitution and registration.
The cooperative society shall be constituted by public deed, which shall be entered in the register of cooperative societies laid down in this law. With the registration you will acquire legal personality.
Article 8. Minimum number of partners.
Except in those cases that other minimums are established by this or any other law, first degree cooperatives must be integrated, at least by three partners.
Second degree cooperative must consist of, at least two cooperative.
Article 9. Cooperative society in Constitution.
1. of the acts and contracts concluded on behalf of the planned cooperative before its registration, will respond jointly and severally who had held them.
The consequences thereof will be assumed by the cooperative after its registration, as well as the expenses for it, if they would have been required for its Constitution, accepted expressly within the period of three months from the registration or if they had been made, within their powers, by persons designated for this purpose by all developers. These assumptions shall cease the joint and several liability referred to in the preceding paragraph, provided that the assets are sufficient to tackle them.
2 as long as there is the registration, the projected society must add to its name the words «in Constitution'.
Article 10. Articles of incorporation.
1 the public deed of incorporation of the society will be granted by all the promoters and therein shall be expressed: a) the identity of the licensors.
(b) demonstration of these that meet the requirements for membership.
(c) will establish a cooperative society and class concerned.
(d) accreditation by the licensors have subscribed minimum compulsory contribution to the share capital to be partner and having paid, at least in the proportion required bylaws.
e) if any, value assigned to the non-monetary contributions, stating your registration data if any, detail of those carried out by different promoters.
(f) accreditation of the adjudicators that the total amount of the contribution disbursed is not inferior to the of the minimum share capital established bylaws.
(g) identification of persons which, once registered society, have to fill the various offices of the first Executive Council, auditor or auditors and statement that are not in cause of disability or any prohibition to play them set forth under this or any other Act.
(h) statement that there is no other entity with identical designation, for which purpose will be presented to the notary timely accreditation certification issued by the Registrar of cooperative societies.
(i) the statutes.
In writing you may include all of the Covenants and conditions that developers may deem useful set, whenever they are not opposed to laws or contradict the configurators principles of cooperative society.
2. persons who have been designated to this effect on the deed of incorporation, must apply for, within the period of one month from its granting, registration of the company in the register of cooperative societies. If the request occurs after six months, it will need to accompany the ratification of the articles of incorporation, also in a public document, which date may not be earlier than one month of the request.
After twelve months from the granting of the deed of incorporation without joined the society, the registry may refuse registration with finality.
Article 11. Content of the statutes.
1 the statutes shall contain at least: a) the company's name.
(b) social object.
(c) the domicile.
(d) the territorial scope.
(e) the duration of the company.
(f) the minimum share capital.
(g) the minimum compulsory contribution to the share capital to be partner, form and terms of disbursement and the criteria for fixing the compulsory contribution that will make the new partners that join the cooperative.
(h) the form of credited contributions to the share capital.
(i) accrual or not of interest by mandatory contributions to the share capital.
(j) the kinds of partners, requirements for admission and low voluntary or compulsory and applicable regime.
(k) rights and duties of partners.
(l) right to reimbursement of the contributions of the partners, as well as the transmission of the same regime.
(m) standards of social discipline, characterization of offences and sanctions, sanctioning procedure, and loss of membership.
n) Executive Council composition, number of advisors and duration in the respective position.
In addition, determining the number and period of performance of Auditors and, where appropriate, the members of the Committee on resources.
Requirements imposed by this Act for the class of cooperatives concerned will also be included.
2. developers may request registration of cooperative societies the previous qualification of the draft laws.
3. any amendment of the statutes shall be recorded in writing, which shall be entered in the register of cooperative societies.
Where the amendment consists in the change of class of the cooperative members who have not voted in favour of the agreement, shall have the right to separate from society, considering its low as justified. This right may exercise until one month after the registration of the agreement in the register of cooperatives.
4. the statutes may be developed by means of an internal regime regulations.
Chapter III article 12 members. People who can be partners.
1. in the cooperatives can be partners, based on the cooperativizada activity, both as a legal, public, or private individuals and the communities of goods.
2. the statutes shall establish the requirements for the acquisition of membership, in accordance with the provisions of the present law.
Article 13. Admission of new members.
1. an application for the acquisition of membership shall be formulated in writing to the Governing Board, that should solve and communicate its decision within the period not exceeding three months counted from the receipt of that and giving publicity of the agreement in the way that notion is established. The agreement of the Executive Council will be motivated. After the deadline without having taken the decision, it means estimated.
2 denied admission, the applicant may have recourse, within twenty days, calculated from the date of notification of the agreement of the Executive Council, before the Committee on resources or, failing that, to the General Assembly. The resources Committee will resolve within a maximum period of two months, counted from the presentation of the challenge and the General Assembly at its first meeting to be held, being mandatory, in both cases, the hearing of the person concerned.
The acquisition of membership will be suspended until expiry of the deadline to appeal admission or, if this was appealed, until it meets the Committee of resources or, where appropriate, the General Assembly.
3. the admission agreement may be challenged by the number of partners and in the form that notion is determined, being mandatory the interested audience.
4. in first grade cooperative societies, which are not associated with work or community exploitation of the Earth and in the second degree, statutes may provide the admission of working members, natural persons, whose cooperativizada activity will consist in the provision of their personal work in the cooperative.
The rules laid down in this law for the worker-members of cooperatives of associated work, with the exceptions laid down in this article shall apply to working partners.
The statutes of cooperatives that provide for the admission of working members, shall set criteria that ensure the weighted and equitable participation of these partners in the social and economic rights and obligations.
In any case, losses determined according to the activity cooperativizada for the provision of work, developed by the working members, shall be charged to the Reserve Fund and, in his absence, members users, to the extent necessary to ensure the working members a minimum compensation equal to seventy per cent of the remuneration paid in the area for equal work and , in any case, not less than the amount of the national minimum wage.
If the statutes provide for a trial period to work partners, this will not proceed if the new partner take at least in the cooperative as worker employed, time which corresponds to the trial period.
5. to acquire membership, you will need to sign the mandatory contribution for the social capital that apply to you make your disbursement and, where appropriate, to pay entrance fee in accordance with the provisions of articles 46 and 52 of this Act.
6. If the expected statutes and is agreed at the time of admission, social bonds for a fixed term, may be established provided that the whole of these partners is not higher than the fifth part of the partners of indefinite character of the class concerned.
The compulsory contribution to the share capital payable to partners such shall not exceed ten per cent of the required partners of indefinite and will be reinstated him at the time that cause low, once the period of bonding.
Article 14. Collaborating partners.
The statutes may provide for the existence of partners in the cooperative, physical or legal persons who, without be able to develop or participate in the cooperativizada activity of the social object of the cooperative, can contribute to its achievement.
The partners shall disburse the financial contribution to be determined by the General Assembly, which shall fix criteria weighted participation rights and socio-economic obligations of the cooperative, particularly the regime of the right of separation. Not may be held at the partner new contributions to the share capital, or it may develop activities cooperativizadas in this society.
The contributions made by the partners in any case exceed of forty-five per cent of the total of the contributions to social capital, nor the whole of the vote to them corresponding, added together, may exceed thirty per cent of the votes in the social organs of the cooperative.
They can spend to bear the status of collaborating partners those partners who, for cause, do not carry out the activity that led to membership in the cooperative and not applying its low.
The liability regime of the partners is establishing for members in article 15, points 3 and 4, of this Act.
Article 15. Obligations and liability of members.
1. the partners are required to comply with the legal and statutory duties.
2 in particular, partners will have the following obligations: to) meet the agreements validly adopted by the corporate bodies of the cooperative, without prejudice to the provisions in number 4 of article 17.
(b) participate in cooperativizadas activities developed by the cooperative for the fulfillment of its social purpose, the mandatory minimum amount established in their statutes. The Governing Council, where there is just cause, may release this obligation to partner, to the extent that appropriate and according to the circumstances that are.
(c) keep secret about those matters and details of the cooperativa whose disclosure might harm to the legitimate social interests.
(d) accept the charges for those who are elected, except for just cause of excuse.
(e) comply with the financial obligations that apply to you.
(f) make competitive activities with business activities that develop the cooperative, except authorization express of the governing body.
3. the responsibility of the partner for the social debts shall be limited to the contributions that it had signed, they are social or not paid up capital in its entirety.
4. However, causing low in the cooperative partner liable personally for social debts, prior exclusion of social being, for five years from the loss of his partner, for obligations incurred by the cooperative prior to its low, until the refunded amount of their contributions to the share capital.
Article 16. Rights of members.
1. Members can exercise, no more restrictions than those derived from a sanctioning procedure, or statutory, interim measures all rights recognized legally or bylaws.
2 in particular have the right: to) attend, participate in discussions, make proposals according to the statutory regulation and vote the proposals referred to them in the General Assembly and other bodies which are part.
(b) be voter and eligible for the positions of corporate bodies.
(c) participate in the activities of the cooperative, without discrimination.
(d) the cooperative return, where appropriate.
(e) the update, as appropriate, yalaliquidacion of contributions to social capital, as well as to interest by them, in their case.
(f) the opt-out.
(g) receive the information necessary for the exercise of their rights and the fulfilment of their obligations.
(h) to adequate training to do their job the worker-members and partners of work.
3. every Member of the cooperative may exercise the right to information in the terms provided for in this law, the statutes or agreements of the General Assembly.
The partner is entitled minimum a: to) receive a copy of the articles of Association and, if it did exist, the regulation of internal regime and its modifications, with mention of expresses the moment of entry into force of these.
(b) free access to the books of registration of members of the co-op, as well as to the journal of the Assembly General and, if requested, the governing body should provide certified copy of the resolutions adopted at general meetings.
c) receive, upon request, of the Governing Council, certified copy of the acts of the Council which affect the social, individual or particularly and in any case to be shown and clarify, within a period not exceeding one month, the State of its economy in relation to the cooperative.
(d) examine at the registered office and those work centers that determine the statutes, in the period between the call of the Assembly and its celebration, documents which are to be subjected to the same and in particular the annual accounts, the management report, the proposal for distribution of results and the report of the external auditors or the audit report , as the case may be.
(e) request in writing, prior to the holding of the Assembly, or verbally during the course of the same, the expansion of the information deemed necessary in relation to the points contained in the order of the day.
The statutes will regulate the minimum term in advance to present the request in writing and within a maximum period in which the Council can respond out of the Assembly, by the complexity of the request formulated at the registered office.
(f) request in writing and receive information on the progress of the cooperative in the terms provided for in the statutes and in particular that affect their economic or social rights. In this case, the governing body shall provide the information requested within the period of 30 days or, if it is considered that it is general interest, in the next Assembly to celebrate, including it in the agenda.
(g) when the 10 per cent of the members of the co-op, or a hundred partners, if it has more than a thousand request in writing to the Executive Council information that it deems necessary, the generator must provide it also in writing in a period not exceeding one month.
4 in the cases of paragraphs e), f) and g) of point 3, the governing body may deny the requested information, provide it when put at serious risk the legitimate interests of the cooperative, or when the request is repeated obstruction or abuse revealed by applicant members. However, these exceptions will not proceed when information be provided in the Act of the Assembly and is supporting the request for information for more than half of the votes present and represented and, in other cases, when the resources Committee thus agreed or, in their absence, the General Assembly as a result of the appeal lodged by applicants information partners.
In any case, the refusal of the Governing Council to provide the requested information may be challenged by applicants of the same by the procedure referred to in article 31 of this law, in addition, with respect to the assumptions of the letters to), b), c) of paragraph 3 of this article, may go to the procedure laid down in article 2.166 of the Civil procedure law.
Article 17. Low partner.
1. the partner take low voluntarily in the cooperative at any time, by notice in writing to the Executive Council. The period of notice, which shall lay down the statutes, shall not exceed one year, and its breach may give rise to compensation for damages.
2. the classification and determination of the effects of the low will be competence of the Governing Council which should formalize it within the period of three months, unless the statutes establish a different term, counting from the date of effect of the low, by written reasoned statement which shall be communicated to the interested partner.
Expiry of that period without having resolved the Governing Council, the partner may consider low as justified for the purposes of its liquidation and reimbursement of contributions to capital, all without prejudice to the provisions of article 51 of this law.
3. the statutes may require the commitment of not to unsubscribe voluntarily, without just cause it's justified until the end of the fiscal year in which will cause low qualifying partner or has elapsed, since her admission, the time specified in the statutes, which shall not exceed five years.
4. the partner who had expressly saved his vote or were absent and non-conforming with any agreement of the General Assembly, which involves the assumption of obligations or seriously onerous charges not provided for in the statutes, may be low, which will be considered justified, by writing to the Governing Council within forty days from the following the receipt of the agreement.
5 will cause low compulsory members who lose the requirements demanded to be under this Act or the statutes of the cooperative.
Mandatory low will be agreed, after hearing the interested party, by the governing body, ex officio, at the request of any other partner or own affected.
The agreement of the Executive Council will be executive since ratification of the resources Committee or, in absence thereof, of the General Assembly, shall be notified or has elapsed time to appeal to the same without having it done. However, may establish immediate suspension injunction of rights and obligations of the partner until the agreement is Executive if the provision of the statutes, which shall determine the scope of the suspension. Partner shall retain their right to vote in the General Assembly as long as the agreement is not Executive.
6. the dissenting partner with motivated agreement of the Executive Council, on the score and effects of low may challenge it in the terms provided for in subparagraph (c)) of point 3 of article 18 of this law.
Article 18. Rules of social discipline.
1. Members may only be sanctioned for faults previously common in the statutes, which are classified into mild, severe and very severe failures.
2. offences committed by members will be prescribed if they are mild at two months, if they are serious to four months, and if they are very serious at six months.
Deadlines will begin to compute the date in which have been committed. The term is interrupted to initiate disciplinary proceedings and run again if within the period of four months it does not dictate and notifies the resolution.
3 the statutes established disciplinary procedures and resources which may be applicable, respecting the following rules: a) the sanctioning power is delegated competence of the Governing Council.
(b) in all cases the pre-trial hearing of interested parties is mandatory and its claims must be made in writing in serious or very serious offenses.
(c) the agreement of sanction can be challenged within the period of one month, from its notification, before the Committee on resources, which must resolve within two months or, in their absence, to the General Assembly that will resolve in the first meeting to be held.
After these time limits have been resolved and reported the resource means that this has been estimated.
In the event that the challenge is not admitted or is withdrawn, may be made within the period of one month from their non-admission or notification before the judge of first instance, by the procedural channel provided for in article 31 of this law.
4. the penalty of suspending the partner in their rights, may not reach to the right information or, where appropriate, to the perceive return, the accrual of interest for their contributions to social capital, nor to the update of the same, shall be governed by the statutes only for the so-called in that partner is bare of its financial obligations or do not participate in cooperativizadas activities in the terms established in articles of Association.
5. the expulsion of members will only proceed by very serious misconduct. But if it would affect a social charge the same governing agreement may include simultaneous ceasefire proposal in the performance of that office.
The agreement of expulsion will be Executive once is notified the ratification Committee resources or, in absence thereof, of the General Assembly by secret ballot, or when the time has elapsed to appeal to them without having done. However, the regime's suspension may apply precautionary measures provided for in the preceding article.
Chapter IV of the organs of the cooperative society section of the organs social article 19 1. Organs of society.
The cooperative society, the following bodies are: the General Assembly.
The Executive Council.
Cooperative society may also provide for the existence of a Committee on resources and other instances of consultative or advisory character, whose functions are determined in the statutes, that, in any case, can be confused with those of the social organs.
SECTION 2 of the GENERAL Assembly article 20. Concept.
The General Assembly is the gathering of members constituted in order to deliberate and adopt agreements on matters that, law or bylaws, are within its competence, by linking the decisions taken to all members of the cooperative.
Article 21. Competition.
1. the General Assembly shall determine the general policy of the cooperative and may discuss any other matters of interest to it, provided that it falls within the order of the day, but can only take binding agreements on matters that this law does not consider exclusive competence of other social body.
Notwithstanding the foregoing, and unless otherwise provided in the statutes, the General Assembly may give instructions to the Executive Council or subject to authorization the adoption by this body's decisions or agreements on specific issues.
2 corresponds exclusively to the General Assembly, deliberate and make agreements on the following matters: a) examination of the social management, approval of the annual accounts, the report of management and the application of available surplus or loss allocation.
(b) appointment and revocation of the members of the Governing Board, of the Auditors, auditors, liquidators and accounts, in their case, the appointment of the Committee's resources as well as on the amount of the remuneration of Directors and liquidators.
(c) modification of the statutes and approval or modification, where appropriate, of the rules of internal regulations of the cooperative.
(d) adoption of new compulsory contributions, admission of voluntary contributions, updating of the value of the contributions to the share capital, fixing the contributions of new members, establishment of entry quotas or regular, as well as the rate of interest payable by the contributions to the share capital.
(e) issuance of obligations, participatory titles, special interests or other forms of financing through emission of securities.
(f) merger, Division, transformation and dissolution of the company.
(g) any decision involving a substantial change, according to the statutes, of the economic, social, organisational and functional structure of the cooperative.
(h) establishment of second grade and cooperative groups or joining these cooperatives if they are already made, participation in other forms of economic cooperation provided for in article 79 of this law joining representative status as well as the separation of the same.
(i) the exercise of the social action in liability against the members of the Governing Board, auditors Auditors and liquidators.
(j) the derivatives of a legal or statutory rule.
3. the competence of the General Assembly on the acts in which your agreement is required under standard legal or statutory has delegated character, except those powers that can be delegated to the cooperative group regulated in article 78 of this law.
Article 22. Kinds and forms of General Assembly.
1. the General Assembly may be ordinary or extraordinary.
The ordinary General Assembly main purpose is social management to consider and approve, if appropriate, annual accounts. You can also include in its agenda any other matter of the competence of the Assembly.
Other general assemblies shall have the character of extraordinary.
2. General meetings shall be delegates chosen in preparatory meetings, when the statutes, in the circumstances which hinder the presence of all members at the General Assembly or other, so provide.
Article 23. Call.
1. the ordinary General Assembly shall be convened by the governing body, within the six months following the closing date of the fiscal year.
2 fulfilled the legal deadline without completing the call, auditors should encourage them from the governing body, and if it does not it within fifteen days of the receipt of the request, must request the competent judge, it shall convene it.
After the legal deadline without having done the convocation of the ordinary Assembly, without prejudice to the provisions of the preceding paragraph, any partner may request the judicial authority concerned to convene it. In any case, the judicial authority shall only process the first applications of call made.
3. the extraordinary General Assembly shall be convened on the initiative of the Executive Council, upon request made, truthfully, by a number of partners representing 20% of the total of the votes and, if as expected the by-laws, at the request of the Auditors.
If the requirement of call was not attended by the Executive Council within a period of one month, applicants may urge the competent judge to convene it.
4. in the event that the judge made the call, it shall designate persons who shall carry out the functions of Chairman and Secretary of the Assembly.
5 not necessary call for proposals, provided that are present or represented all members of the cooperative and accept, unanimously, become universal General Assembly approving, all of them, the order of the day. All partners will sign a report that shall include, in any case, the agreement to hold the Assembly and the order of the day.
Article 24. Form and content of the call.
1. the General Assembly will be convened, a minimum of 15 days and a maximum of two months, always through ad exposed publicly prominently at the head office and each of the other centres in which the cooperative develop its activity, in his case, notwithstanding that statutes may indicate also any communication procedure beforehand individual and written, that ensure the receipt of the notice by all members at the designated address or stating in the book register of partners; However, for members residing abroad the statutes may provide that only they will be called individually if they have designated a place of the national territory for notifications.
When the cooperative has more than five hundred members, or if the bylaws so require, the call will be announced too, same in advance, in a certain journal of great diffusion in the territory in which it has its scope. The bi-weekly term will be calculated excluding your computer, both the day of exposure, submission or publication of the notice, as the celebration of the Assembly.
2 call for proposals indicate, at least, the date, time and place of the meeting, if it is in first or second call, as well as the issues that make up the order of the day, that will have been set by the Governing Council and will also include issues involving the Auditors and a number of members that represent 10 per 100 or reach the figure of two hundred , and are presented before the end of the eighth day after the publication of the call. The governing body, if any, should make public the new order of the day at least of four days of the conclusion of the Assembly, in the form established for the call.
Article 25. Constitution of the Assembly.
1. the General Assembly shall be quorate on first call when present or represented more than half of social votes and, in second call, at least ten percent of the votes or one hundred social votes. The articles of association may set a higher quorum. However, and when expressly established it the statutes, the General Assembly will be validly constituted in second call anyone that the number of members present or represented.
In addition, statutes may set the percentage of attendees who must be partners who develop activity cooperativizada for the valid Constitution at every call, without which, in any case, the application of these percentages exceed the limits that are set in the previous paragraph.
2. the General Assembly shall be chaired by the President and, in his absence, by the Vice-President of the Executive Council; Act of Secretary which is the Advisory Board or his substitute it bylaws. In the absence of these charges, will be those who choose the Assembly.
3 voting will be secret in the cases provided for in this Act or in the statutes, in addition to those that thus it approved, prior its vote at the request of any Member, the ten per cent of the social votes represented at the General Assembly and present.
The statutes may regulate cautions about the latter case, to prevent abuses; among them that only a secret ballot request can be promoted in each Assembly session when, by the number of attendees, the density of the order of the day, or other reasonable cause, it is the most suitable for the development of the meeting.
Article 26. Right to vote.
1. in the General Assembly, each Member shall have one vote.
2. without prejudice to the provisions of the preceding paragraph, in the first degree cooperatives, the statutes may provide for the plural vote weighted in proportion to the volume of the cooperativizada activity for members that are cooperatives, companies controlled by these or public entities. In these cases statutes set clearly the criteria of proportionality, while the number of votes of a partner can be higher than the third of the total votes of the cooperative.
3. in the case of cooperatives with different categories of partners, may be attributed a plural or fractional, vote to the extent that this is necessary to keep the proportions that, in terms of voting rights in the General Assembly, have been established in the statutes for different types of partners.
4. in the agricultural cooperatives of services, carriers and the sea may provide for the statutes the possibility of a plural vote weighted in proportion to the volume of the cooperativizada activity of the partner, which may not exceed in any case to five social votes, unless they can be attributed to a single partner more than one-third of the total votes of the cooperative. In the credit, shall apply provisions of special regulations in these entities.
5. in community exploitation of the ground cooperatives each worker partner shall be responsible for a vote and is can attributed to assignors partners of the enjoyment of property to the cooperative a plural or split vote, as the measurement of the transferred goods, unless, in any case, a single partner can five times the fraction of vote that holds another partner in the same mode.
6. in cooperatives of second degree, if the provide for the by-laws, the vote of the partners may be proportional to their participation in the cooperativizada activity of the company and/or the number of active partners who integrate the associated cooperative, in whose course the statutes shall be established clearly the criteria of proportionality of the vote. However, no Member may hold more than one third of the vote totals, unless society is integrated only by three partners, in which case the limit will rise to 40 percent, and if integrate it two partners only, the agreements shall be taken unanimously by vote of members.
In any case, the number of votes of the entities that are not cooperative societies may not reach the 40 percent of the votes of the social. The statutes may provide for a lower limit.
7. the sum of plural votes except for second degree cooperative, may not reach the half of the number of partners and, in any case, the titular partners of plural votes may waive for an Assembly, or on any ballot, them, exercising a single vote. In addition, statutes must regulate the assumptions that will be imperative the equal voting.
8. the statutes will establish the assumptions that the partner should abstain from voting for being in conflict of interest, including those provided for in the limited liability companies act in any case.
Article 27. Vote by representative.
1. the Member may be represented at meetings of the General Assembly by another partner, who may not represent more than two. Also can be represented, except for the partner to cooperativiza his work or to prevent that which any specific legislation, by a family member with full capacity to act and within the degree of kinship that establish the statutes.
2. the representation law, for purposes of attending the General Assembly, of legal persons and of minors or incapacitated, snaps to special or common law rules that may apply.
3. the delegation of vote, which may only be specially for each Assembly should be performed by the procedure that provide for the by-laws.
Article 28. Adoption of agreements.
1 except in the cases referred to in this law, the General Assembly will adopt agreements for more than half of the votes validly expressed, not being eligible for these purposes blank votes or abstentions.
2 will require the majority of two thirds of the votes present and represented to adopt agreements of modification of statutes, accession or low in a cooperative group, transformation, merger, Division, dissolution and revival of the society.
3. the statutes may require majorities exceeding those laid down in the preceding paragraphs, unless, in any case, be overrun by four-fifths of the votes validly cast.
4 agreements on matters not contained in the order of the day, will be void unless the convene a new General Assembly; the of to censorship of accounts by members of the cooperative or external person; the extend the session of the General Assembly; the exercise of the action of liability against administrators, auditors, auditors or liquidators; the reversal of the social charges mentioned above, as well as other cases provided for in this Act.
5. the agreements of the General Assembly will produce effects to them inherent from the moment in which have been adopted.
Article 29. Minutes of the Assembly.
1. the minutes of the Assembly will be prepared by the Secretary and should express, in any case, place, date and time of the meeting, attendees relationship, if held in first or second call, manifestation of the existence of a quorum sufficient for its valid Constitution, setting the agenda, summary of the deliberations and interventions that his constancy in the Act has been requested as well as the transcription of agreements reached with the results of the votes.
2. the minutes of the sitting may be approved by the General Assembly after the Act of celebration, or, failing that, shall be within the period of fifteen days following its conclusion, by the President of the same and two partners free of charge designated in the same Assembly, who will sign it along with the Secretary.
3 when agreements are registrable, must be submitted in the registration of cooperative societies the necessary documents for registration within thirty days of the adoption of the Act, under the responsibility of the Governing Council.
4. the Executive Council may require the presence of notary so that lift the Assembly Act and will be forced to do so provided that, with seven days prior to the planned for the session, request it partners representing at least ten per cent of all of them.
The affidavit is not subject to pending approval and shall have the consideration of the Assembly Act.
Article 30. General Assembly of delegates.
1. when the statutes provide for, due to objective and express, assemblies of delegates must regulate the criteria of ascription of the partners in each school board, its ability to raise non-binding proposals, the rules for the election of delegates, among the present partners who do not perform social charges, the maximum number of votes that may hold each in the General Assembly and the character and duration of the mandate that it may not exceed three years.
When the mandate of the delegates be multiannual statutes must regulate a system of briefings, prior and subsequent to the Assembly, those members attached to the Board.
2. Requests the preparatory meetings and the Assembly of delegates will be unique, with an order of the day, and the advertising regime envisaged in article 24 of this law. Both the preparatory meetings and the Assembly of delegates shall be governed by the rules of establishment and functioning of the General Assembly.
Except when assist the President of the cooperative, preparatory meetings are presided over by a partner chosen from among attendees and always will be informed by a member, at least, of the Governing Council.
When the agenda include elections to social charges, they may take place directly in the preparatory meetings held on the same day, leaving the final tally and the proclamation of the candidates to the General Assembly of delegates.
3. the deferred approval of the minutes of each school board shall be within five days of their respective celebration.
4. only be challengeable agreement adopted by the General Assembly of delegates but to examine its contents and validity discussions and agreements of preparatory meetings shall be taken into account.
5. in matters not provided in this article and the articles about preparatory meetings shall be respected, insofar as they are applicable, the rules laid down for the General Assembly.
Article 31. Contesting of agreements of the General Assembly.
1 may be challenged the General Assembly agreements that are contrary to the law, which is contrary to the statutes or injury, for the benefit of one or several partners or third parties, the interests of the cooperative.
The challenge of a social agreement that has been left without effect or validly replaced by another would not proceed. If it were possible to eliminate the cause of dispute, the judge will grant a reasonable time so that can be remedied.
2. unlawful agreements will be null. The other agreements referred to in the previous number shall be voidable.
3. the action of impugnation of null agreements will expire, within a year, with the exception of agreements which, by their cause or content, are contrary to public order. The action of impugnation of the voidable agreements will expire within forty days.
Expiration deadlines provided for in this article will be calculated from the date of adoption of the agreement, or, in case of the same subject to registration in the register of cooperative societies, from the date that is entered.
4. for zero agreements challenge are eligible: any partner; the members of the Executive Council; the external auditors; the Committee's resources and third parties showing a legitimate interest. To challenge the voidable agreements will be entitled: attending the Assembly members who had been recorded, act or through reliable document delivered within 48 hours, his opposition to the deal, although the vote would be secret; the illegitimately deprived of the right to vote and the absent, as well as members of the governing body and the external auditors. They are obligated to challenge agreements contrary to law or statutes, the Governing Council, the external auditors and liquidators and, if necessary, the resources Committee.
5. the actions of challenge will accommodate the rules set out in articles 118 to 121 of the revised text of the public limited companies Act insofar as they are not contrary to this law, with the proviso that to request in the letter of demand the suspension of the contested agreement, is required that plaintiffs are or auditors or partners representing at least twenty percent of the total social votes.
6. the positive action to challenge ruling will produce effects against all members, but shall not affect rights acquired by third parties in good faith as a result of the contested agreement. In the case that the contested agreement was registered, the judgment will determine, in addition, the cancellation of your registration, as well as the of the rear seats that are conflicting with it.
SECTION 3 of the Governing Council article 32. Nature, competition and representation.
1. the Executive Council is the collegiate body of Government corresponding to, at least, senior management, the supervision of managers and the representation of the cooperative society, subject to law, the statutes and the general policy set by the General Assembly.
However, in those co-ops whose number of members is less than ten, the statutes may establish the existence of a sole administrator, natural person who has the status of partner, which will assume the functions and duties provided for in this law for the Governing Board, its Chairman and Secretary.
Corresponds to the Executive Council how many powers are not reserved by law or by the statutes to other social bodies and, where appropriate, agree modification statutes when it consists in the change of registered address within the same municipality.
In any case, the representative of the Executive Council powers extend to all acts related to the activities that integrate the corporate purpose of the cooperative, unless they take effect against third parties the limitations that as far as they could contain the statutes.
2. the President of the Executive Council and, where appropriate, the Vice President, who will be also of the cooperative, shall be entrusted to the representation of the same, within the scope of powers that are attributed to them the statutes and the concrete that for the execution resulting from the agreements of the General Assembly or the Executive Council.
3. the Executive Council may confer powers of Attorney, as well as proceeding with their reversal, to any person, whose powers of management or direction will be established in the deed of power, and in particular appoint and dismiss Manager, managing director or equivalent position, as a main agent of the cooperative.
The granting, modification or revocation of the powers of management or direction on a permanent basis shall be entered in the register of cooperative societies.
Article 33. Composition.
The statutes shall provide for the composition of the Executive Council. The number of Directors shall not be less than three nor more than fifteen, and must be, in any case, a President, a Vice-President and a Secretary.
When the cooperative has three partners, the Executive Council shall consist of two members, there is no Vice President.
The existence of other charges and deputies will be collected in the statutes, which in no case may provide for reservation of the positions of President, Vice President or Secretary. However, cooperatives, if as expected the statutes, shall reserve positions of vowels or councilors of the governing body, for its designation from among groups of partners, determined objectively.
When the cooperative has more than 50 workers with contract indefinitely and the works Committee is constituted, one of them will be part of the governing body as a vocal Member, who will be elected and revoked by the Committee; in the event that there are several committees, shall be elected by permanent workers.
Mandate period and the concerned Member vocal regime will be the same as those laid down in the statutes and the regulation of internal regime for the remaining directors.
Article 34. Choice.
1. the directors, except in the case provided for in the preceding article, they shall be elected by the General Assembly by secret ballot and by the greatest number of votes.
The statutes or the internal regime regulations shall regulate the electoral process, in accordance with the provisions of this law. In any case, neither shall nominations submitted out that point to corresponding self-regulation or undergoing renovation counselors may decide on the validity of nominations.
The positions of President, Vice-President and Secretary shall be elected from among its members, by the Executive Council or by the Assembly according to statutory forecast.
In the case of a counselor corporate, shall designate this a physical person for the exercise of the functions of the position.
2. the statutes may accept the appointment as advisers to expert and qualified people who do not have the status of partners, in a number not to exceed one third of the total, and that in any case President nor Vice President will be appointed.
Except in such course and provided for in the preceding article, only may be chosen as advisors who have the status of members of the co-op.
3. the appointment of the directors shall take effect from the moment of its acceptance, and must be presented at registration in the register of cooperative societies, in within a month.
Article 35. Duration, cessation and vacancies.
1. the directors shall be elected for a period, whose duration will set statutes, of between three and six years, and may be re-elected.
Counselors who have exhausted the term for which they were elected, will continue to hold their positions so far that there is acceptance of those who replace them.
2. the Executive Council will be renewed simultaneously in all of its members, unless the statutes establish partial renovations.
3 may be dismissed advisers by agreement of the General Assembly, although no record as the order of the day, although, in this case, the majority of the votes of the cooperative except statutory norm providing for substantiated cases, a lower majority will be required. It is safe, in any case, the provisions in number 4 of article 41, for which the simple majority will suffice.
4. the resignation of the directors may be accepted by the Executive Council or by the General Assembly.
5 vacant the post of President and not proceed to choose a substitute, its functions will be assumed by the Vice President, without prejudice of the substitutions that come in cases of impossibility or contraposition of interests.
6. If, at the same time, the offices of President and Vice President directly elected by the Assembly remain vacant or be a number of members of the Executive Council insufficient to constitute this validly, the functions of the President will be assumed by elected Adviser among those who remain. The General Assembly, within a maximum period of fifteen days, should be convened for the purpose of filling vacancies that have occurred. This call for proposals the Executive Council may agree it although the number of members required by the following article are not fulfilled.
Article 36. Operation.
1. the by-laws or, in their absence, the General Assembly, will regulate the functioning of the Governing Board, of commissions, committees or executive committees that may be created, as well as the competences of the CEOs.
2. the directors may not be represented.
3. the Executive Council, prior summons, shall be validly constituted when they personally attend the meeting more than half of its components.
4. agreements shall be adopted by more than half of the votes validly expressed. Each Director shall have one vote. The vote of the Chairman will settle ties.
5. the minutes of the meeting, signed by the Chairman and the Secretary, will pick up the discussions in succinct form and the text of the agreements as well as the result of the vote.
Article 37. Challenge of the agreements of the Executive Council.
1 may be challenged in the agreements of the Executive Council to be void or voidable within the period of two months or one month, respectively, since its adoption.
2. for the exercise of the actions of impugnation of the void agreements are legitimate all members, including members of the Executive Council who had voted in favor of the agreement and those who had abstained from voting. They also entitled to the exercise of actions challenging voidable agreements, the meeting of the Council that would have made to place, on record, his vote against the adopted agreement, absent and those who have been unlawfully deprived of their vote, as well as auditors and five per cent of the partners. In other respects, it shall follow the procedure for contesting agreements of the General Assembly.
3 the challenge of the agreements of the Executive Council will be one month computed from the date of adoption of the agreement, if the impugnante is a Director, or in other cases since the impugnantes have knowledge of them, always that not had one year elapsed since their adoption.
SECTION 4 of the intervention article 38. Appointment and functions.
1. the intervention, as an organ of control of the cooperative, has as functions, in addition to those expressly entrusted this law, which allocate you the statutes, according to their nature, that are not expressly assigned to other social bodies.
Intervention can consult and check all the documentation of the cooperative, and proceed to verifications it deems necessary.
2. the statutes shall lay down, where appropriate, the number of Auditors holders, which may not be superior to the counselors, and can also establish the existence and number of alternates. The statutes, which may provide partial renewals, shall determine the duration of his term of between three and six years, and may be re-elected.
3. the Auditors shall be elected among the members of the cooperative. In the case of a legal person, it shall appoint a natural person for the exercise of the functions of the position.
One-third of the external auditors may be appointed among independent experts.
4. the auditor or auditors holders and, if any, substitutes, shall be elected by the General Assembly, by secret ballot, for the largest number of votes.
Article 39. Report on the annual accounts.
1. the annual accounts and the management report, before being presented for approval to the General Assembly, must be censored by the auditor or auditors, unless the cooperative is subject to audit of accounts referred to in article 62 of this law.
2. the final report should be formulated and made available to the Governing Council within a maximum one month since delivered accounts for this purpose. In the event of disagreement, the Auditors should issue report separately. As has not issued the report or expiry of the period to do so, may not be convened the General Assembly whose approval the accounts must undergo.
SECTION 5th provisions common to the Executive Council and intervention article 40. Retribution.
The statutes may provide that directors and Auditors do not partners receive remuneration, in which case should establish the system and the criteria for fixing them by the Assembly, and must include all this in the annual report. In any case, the directors and the Auditors will be compensated costs arising by its function.
Article 41. Disabilities and prohibitions, incompatibilities.
1 may not be directors or Auditors: to) officials and other persons in the service of the public administrations with functions in charge related to the activities of cooperatives in general or of the cooperative in question in particular, unless they are representing, precisely, of the public entity in which they provide their services.
(b) those who perform or engaged by or self-employed activities competitive or complementary to the cooperative, except that any authorization of the General Assembly, in each case.
(c) the incapable, in accordance with the extent and limits laid down in the judgment of incapacitation.
Cooperatives mainly or exclusively composed of mentally handicapped persons, their lack of capacity to act will be supplemented by their tutors, pursuant to the existing legal provisions, it shall apply the regime of incompatibilities, disabilities and prohibitions, as well as that of responsibility, established by this law.
(d) the broken and processed not rehabilitated, those who are disabled for the exercise of employment or public office and those who by reason of his office may not exercise lucrative economic activities.
e) who, as members of those bodies, had been sanctioned, at least twice, the Commission's faults serious or very serious by circumventing the cooperative legislation. This prohibition shall extend to a period of five years, counting from the firmness of the last penalty.
2 they are incompatible between Yes, members of the Council President, administrator and members of the resources Committee charges. This incompatibility also reach the spouse and relatives of the expressed objections to the second degree of consanguinity or affinity.
Expressed causes of incompatibility related to the kinship not appear effective, when the number of members of the co-op, in the moment of choice of the relevant body, is such that there are partners that these causes are not fulfilled.
3. None of the preceding charges be exercised simultaneously in more than three first grade cooperative societies.
4. the counselor or auditor who fails to provide any of the prohibitions or is affected by any of the disabilities or incompatibilities provided for in this article, shall be immediately removed at the request of any Member, without prejudice to any liability that may be incurred by its unfair conduct. In cases of incompatibility between charges, the affected must opt for one of them in the period of five days since the election for the second position, and if it does not make it, the second designation is void.
Article 42. Conflict of interest with the cooperative.
1 will have the prior agreement of the General Assembly, when the cooperative would be bound to any counselor, administrator or one of his relatives up to the second degree of consanguinity or affinity, failing the partner whom in this conflict to take part in the corresponding vote. The authorization of the Assembly is not necessary in the case of the status of partner relations.
2. the acts, contracts or operations performed without the mentioned authorization shall be voidable, leaving the rights acquired in good faith by third parties.
Article 43. Liability.
The liability of the directors and Auditors for damage caused, shall be governed by provisions for managers of public limited companies, while the external auditors will not have joint and several liability. The agreement of the General Assembly which decides on the implementation of the liability action will require ordinary majority, which may be adopted although not mentioned in the order of the day. At any time the General Assembly you can compromise or renounce the exercise of action provided that is not opusieren to partners who have five percent of the cooperative social votes.
SECTION of the resources Committee 6th article 44. Duties and powers.
1. the statutes may provide for the creation of a Committee of resources, which will process and will solve them against sanctions imposed on members - even when they have social charges - by the Executive Council, and in other cases that set it this law or the statutes.
2. the composition and functioning of the Committee shall be fixed in the statutes and it shall consist of at least three members elected from among the members by the General Assembly by secret ballot. The duration of his term of office shall be fixed notion and they may be reelected.
3. the agreements of the resources Committee will be immediately final, and may be challenged in accordance with the provisions of this act as if they had been adopted by the General Assembly and Executive.
4. the members of the Committee shall be subject to the causes of abstention and challenge applicable to judges and magistrates. Its agreements, when they fall on disciplinary matters, will be taken by secret ballot and without vote. In addition, apply to this body the provisions of section 5 and article 34.3. a, although the possibility of retribution may only set it the statutes for the members of the Committee acting as speakers.
Chapter V of the economic regime section 1 of the contributions social article 45. Social capital.
1. the share capital shall consist of contributions from partners.
2. the statutes shall lay down the minimum social capital that can constitute and operate the cooperative, which must be fully paid-up from its Constitution.
3. the statutes shall lay down how to credit the contributions to the capital of each of the partners, as well as the successive variations in these experiment, unless they can be regarded as titles values.
4. the contributions of members to the social capital will be made in legal tender. However, if as expected the statutes or the Assembly decided it General, may also consist of goods and rights of economic valuation. In this case, the governing body secure its valuation, following a report of one or more independent experts, appointed by the Council, on the characteristics and the value of the contribution and the criteria used to calculate it, responding jointly and severally counselors, over five years, of the reality of these contributions and the value that are assigned. However, if statutes to establish it, the assessment carried out by the governing body must be approved by the General Assembly.
In the event of the governing body concerned of initial contributions, once constituted must ratify the value assigned in the form established in the previous paragraph.
In terms of delivery, sanitation and transmission of risk shall apply to non-monetary contributions as provided in article 39 of the law of corporations.
5. non-monetary contributions do not produce assignment or transfer or even to the effects of the law on urban and rural leases, but that cooperative society is continuation in the ownership of the property or right. The same means with respect to trade names, trademarks, patents and any other titles and rights which constitute contributions to share capital.
6. in the first degree cooperatives the total amount of the contributions of each partner may not exceed one-third of the share capital except in the case of cooperative societies, entities without spirit of profit or companies controlled by cooperatives. For this type of partners you will be to have the statutes or remember the General Assembly.
7 if the cooperative announces its capital stock turnover in public, you must refer to specific date and expressing the price paid, to whose determination will subtract, if any, deductions made about contributions in satisfaction of the losses attributed to the partners.
8. If as a result of the refund of contributions to the share capital or practiced by imputing losses deductions to the partner, the capital remain below the minimum amount set bylaws, the cooperative must be dissolved unless within the period of one year be reinstated or reduced the amount of its minimum share capital sufficient.
Cooperative societies to reduce its minimum share capital must be taken by the General Assembly agreement amendment of statutes incorporating the reduction.
The reduction will be obligated, when as a consequence of losses their countable assets has decreased below the figure of minimum social capital that is established in their statutes and one year had elapsed without having regained balance.
This reduction will affect mandatory contributions from the partners in proportion to the amount of minimum compulsory contribution payable to each kind of partner at the time of adoption of the agreement, as provided for in article 46 of this law. The balance sheet that serves as a basis for the adoption of the Agreement refer to a date within the six months immediately prior to the agreement and must be approved by the Assembly, prior verification by the Auditors of the accounts of the cooperative when it was forced to check their accounts and, if not it, verification will be done by the auditor of accounts which assign the Executive Council. Balance and its verification will be incorporated into the public deed of amendment of statutes.
If the reduction of the minimum share capital is motivated by the refund of contributions to the partner that causes low, the reduction agreement not can be effect without the expiration date within three months, counting from the date that it has notified the creditors.
The notifications shall be made personally, and if this is not possible due to ignorance of the domicile of the creditor, through ads that have been published in the «Official Gazette» and in a newspaper of wide circulation in the province of the registered office of the cooperative.
During this period the ordinary creditors may oppose the execution of the agreement's reduction if their credits are not satisfied or no pay guarantee society.
Article 46. Mandatory contributions.
1. the statutes shall set the minimum compulsory contribution share capital to be partner, which may be different for different kinds of partners or to each partner in proportion to the commitment or potential use that each one of them assumes the cooperativizada activity.
2. the General Assembly may agree to the requirement of new mandatory contributions. The partner who had disbursed voluntary contributions may apply them, in whole or in part, to cover the new mandatory contributions agreed by the General Assembly. Partner non-conforming with the demands of new contributions to the share capital will be able to unsubscribe, qualifying this as justified.
3. mandatory contributions shall disburse itself, at least 25 per 100 at the time of the subscription and the rest in the term established by the statutes or by the General Assembly.
4 if by the imputation of losses of the cooperative members, the contribution to the share capital of any of them would be below the fixed amount contribution mandatory minimum to maintain membership, the affected Member shall make the necessary contribution to achieve that amount, for which will be immediately required by the Governing Board, which shall prescribe the period for the disbursement It may not be less than two months nor more than one year.
5. the partner who does not disburse the contributions within the prescribed will incur in arrears by the single end of the period and shall pay to the cooperative legal interest by the amount due and compensate it, where appropriate, damages caused by late payments.
6 partner incurred in arrears may be suspended from their corporate rights until you normalize their situation and if you take the disbursement in the time limit set for this purpose, may be cause for expulsion from the society. In any case, the cooperative can take legal action against the delinquent partner.
7. Members who subsequently join the cooperative shall be the mandatory contribution to the social capital that the General Assembly has established to acquire such a condition, which may be different for different kinds of partners on the basis of the criteria set out in paragraph 1 of this article. The amount, for each kind of partner, shall not exceed the present value, according to the general index of consumer prices of the initial and successive, mandatory contributions made by the greater seniority in the cooperative partner.
Article 47. Voluntary contributions.
1. the General Assembly and, if the statutes the provision, the Governing Board, may agree admission of voluntary contributions to the share capital partners, although the remuneration provided for shall not exceed the of the latest contributions voluntary capital agreed by the General Assembly or, in their absence, to the compulsory contributions.
2. the voluntary contributions must be disbursed completely at the time of the subscription and will have the character of permanence of social capital, which become part.
3. the Executive Council may decide, at the request of its holder, voluntary contributions mandatory conversion, as well as the transformation of mandatory contributions voluntary when those must be reduced to fit the potential cooperative use of the partner.
Article 48. Remuneration of contributions.
1. the statutes shall establish if compulsory contributions to the share capital are entitled to the accrual of interest on the effectively paid-up part, and in the case of voluntary contributions will be the admission agreement which set this remuneration or the procedure for determining it.
2. the remuneration of the contributions to the share capital will be conditioned to the existence in the fiscal year results prior to their deal, limited the maximum amount of remuneration to the aforementioned positive and, in any case, exceed more than six points in the legal interest of the money.
3 the income statement will indicate explicitly the result before adding the remuneration that has been referred above, and which is obtained once computed the same.
Article 49. Update of contributions.
1. the balance of cooperatives may be updated in the same terms and with the same benefits established for companies under common law, by agreement of the General Assembly, without prejudice to the provisions of the law on the destination of the resulting appreciation of the update.
2. once met the requirements for the availability of the resulting surplus, this will go by the cooperative, in one or more financial years, in accordance with provisions in the statutes or, failing that, by agreement of the General Assembly, to update the value of the contributions to the capital of partners or the increase in reserve funds mandatory or voluntary, in the proportion that is deemed suitable, respecting, in any case, the limitations that set the rules governing on update of balance sheets in terms of availability. However, when the cooperative has losses not compensated, such capital gains applies, firstly, to the same compensation, and the rest, to the above-mentioned destinations.
Article 50. Transmission of contributions.
Contributions may be: to) by «inter» live acts, only to other members of the co-op and who acquire such quality within three months of the transmission which, in this case, is conditioned to the fulfillment of this requirement. In any case shall respect the limit imposed in article 45.6 from this law.
(b) by succession "mortis causa", to the cause-holders if they were partners and request it, or if they were not, upon admission as such made in accordance with the provisions of article 13 of this law, to be requested within the period of six months from the death. In another case, they shall be entitled to the settlement of credit on the social contribution.
Article 51. Refund of contributions.
1. the statutes will regulate the right of members to the reimbursement of their contributions to the share capital in the event of low in the cooperative. The liquidation of these contributions will be done according to the balance of the end of the year in which occurs the low, while deductions, except those listed in paragraphs 2 and 3 of this article could be.
2. of the accredited value of contributions be deducted charged and losses attributable to the partner, reflected in the balance sheet of the end of the year in which occurs the low, already corresponding to such exercise or come from previous and are not compensated.
The Governing Council has a period of three months from the date of approval of the accounts for the year in which has caused low partner, to proceed to carry out the calculation of the return of their contributions to the share capital, which shall be communicated.
The unhappy partner with the result of such an agreement can challenge it by the same procedure laid down in article 17.5 or, in its case, which establish the statutes.
3. in the case of low not justified by non-observance of the minimum period of stay, that is referenced in article 17.3 of the Act, can be established a deduction on the amount resulting from the liquidation of mandatory contributions, once made the settings indicated in the previous point. Statutes shall determine the percentage to deduct, without that this does not exceed thirty per cent.
4. the repayment term may not exceed five years from the date of the baja. In case of death of the Member, reimbursement to the cause-holders must be made within a period not exceeding one year from the causal event.
5. the outstanding refund amounts will not be susceptible to update, but will give right to perceive the legal interest of the money, which must be paid annually along with at least one-fifth of the amount to be refunded.
Article 52. Contributions that are not part of the share capital.
1. the by-laws or the General Assembly may establish quotas of income or periodic, that they will not integrate the social capital and will be refundable. These fees may be different for different kinds of partners provided for in this law, depending on the physical or legal entity of the same nature, or to each partner in proportion to their respective commitment or potential use of cooperativizada activity.
2. the amount of the quotas of admission of new members, may not exceed 25 per 100 of the amount of compulsory contributions to the social capital that is required for membership in the cooperative.
3. any goods delivered by partners for cooperative management and, in general, the payment for obtaining the cooperativizados services, not to integrate social capital and are subject to the conditions laid down and contracted with the cooperative society.
Article 53. Special appearances.
1. the statutes may provide for the possibility of capturing financial partners or third parties, with the character of subordinates and with a minimum term of five years. When the expiration of these holdings will not take place until the approval of the liquidation of the cooperative, they shall be regarded as social capital. However, these resources may be reimbursable, at the discretion of the society, following the procedure established for the reduction of capital by refund of contributions in legislation for the limited liability companies.
2. these special shares may be freely transmitted. Its broadcast series will require agreement of the General Assembly in which clauses of emission and, where applicable, compliance with the requirements established in the regulatory legislation of the stock market shall be fixed.
3. for credit and insurance cooperatives established in this article only shall apply when its regulatory legislation will not impede it.
Article 54. Other financing.
1. cooperatives, by agreement of the General Assembly, may issue obligations whose regime shall be subject to the provisions of the applicable legislation.
In addition, the General Assembly may agree, case emissions in series, the admission of voluntary funding partners or third party partners in any legal form, and with the terms and conditions established.
2. the General Assembly may agree the issuance of equity securities, which may be regarded as securities, and will right to compensation to be set at the time of the broadcast, and that it must be in function of the evolution of the cooperative activity, and can also incorporate a fixed interest rate.
The agreement of issuance, which shall state the amortization period and the other implementing rules, may establish the right to assistance from their owners to the General Assembly, with voice and no vote.
3 also may enroll accounts venture whose regime shall be subject to the provisions of the commercial code.
SECTION 2 Article 55 compulsory social funds. Mandatory reserve fund.
1. the compulsory reserve fund earmarked for consolidation, development and guarantee of the cooperative, is irrepartible between the partners.
(The mandatory reserve fund will necessarily be allocated: to) the percentages of cooperative surplus and extracooperativos and extraordinary profits laying down the statutes or set the General Assembly, in accordance with article 58 of this law or the percentage of the results, case choose the cooperative accounting separate from the extracooperativos cooperative results as referred to in article 57.4 of this law.
(b) the deductions on the mandatory contributions to social capital in the unjustified drop in partners.
(c) the quotas of admission of members when they are provided for in the statutes or the General Assembly set them.
(d) the results of operations regulated by article 79.3 of this law.
2. regardless of the mandatory reserve fund, the cooperative shall constitute and provide funds, which, by regulations resulting from application, be established with mandatory according to its activity or qualification.
Article 56. Education and promotion fund.
1 the education and promotion fund will be allocated, pursuant to the basic lines laid down by the statutes or the General Assembly, to activities that meet any of the following purposes: to) the training and education of its members and workers in the cooperative values and principles, or in specific areas of your corporate or labor activity and other cooperative activities.
(b) the dissemination of the cooperative movement as well as the promotion of inter-cooperative relations.
(c) promoting cultural, professional, and care of the local environment or the community in general, as well as improving the quality of life and community development and the actions of environmental protection.
2. for the purposes of this Fund may collaborate with other companies and entities, and can provide, totally or partially, its endowment.
3. the management report will collect detailed amounts that the Fund is intended for the purposes thereof, with an indication of the work carried out and, where appropriate, mention of companies or entities that were submitted for the fulfillment of such purposes.
4 will necessarily go to the education and promotion fund: to) the percentages cooperative surpluses or results that establish the statutes or set the General Assembly referred to in article 58.1 of the Act.
(b) the economic sanctions imposed by the cooperative members.
5. the education and promotion fund is unattachable and irrepartible among members, even in the case of liquidation of the cooperative, and its provisions shall be included in liabilities of the balance with separation of other items.
6. the amount of the Fund that has not applied or committed, should materialize within the fiscal year following that in which the Endowment, in savings accounts, public debt securities or debt securities issued by the autonomous communities, whose financial returns will be applied at the same end was made. These deposits or securities may not be pledged or affected to loans or credit accounts.
SECTION 3 exercise economic article 57. Fiscal year and determination of results.
1. the financial year shall have a duration of twelve months, except in the case of Constitution, termination or fusion of society and it will coincide with the calendar year if the statutes do not have otherwise.
2 the determination of the results of the fiscal year will be carried out in accordance with the general rules of accounting, whereas, however, also like spending following headings: to) the amount of the goods delivered by partners for cooperative management, rating no higher than the actual sale prices, and the sum of corporate workers partners advances or work accusing them in the period in which the provision of work occurs.
(b) the remuneration of contributions to social capital, special interests, obligations, credits of creditors and financial investments of all kinds, picked up by the co-op, is such remuneration fixed, variable or participatory.
3 include in accounting separately extracooperativos outcomes resulting from operations on the cooperativizada activity carried out with non-member third parties, those obtained from economic activities or outside sources for the specific purposes of the cooperative, as well as derivatives of investment or financial interests in companies, or the extraordinary coming from capital gains resulting from the disposition of the elements of the fixed assets operations (, with the following exceptions: to) derived from income from investments or financial shares in cooperative societies, or societies not cooperative when they engaged in activities preparatory, complementary or subordinate to the own cooperative, which are considered to all cooperative results effects.
(b) the capital gains obtained by the alienation of tangible items intended for the fulfilment of the social order, when you reinvest your refund on new items of fixed assets, with identical destination, within the period between the year prior to the date of delivery or put at the disposal of the asset and the three subsequent years, provided that they remain in your estate except losses justified, until the end of your repayment period.
For the determination of the extracooperativos results will it fall within the income derived from these operations, as well as specific costs necessary to obtain, the part which, according to allocation criteria founded, appropriate expenses of the cooperative.
4. Notwithstanding the above, the cooperative can opt for statutes by not posting separate extracooperativos results.
5 cooperatives qualified as non-profit entities can create an irrepartible statutory reserve which will be allocated the rest of positive results and which will necessarily be reinvesting in the consolidation and improvement of the services of the cooperative and which are you failing all of losses pursuant to article 59.2. a).
Article 58. Application of surplus.
1. of reported surpluses for the determination of the cooperative outcome, once deducted losses of any nature of previous years and before consideration of tax, will go, at least 20 per 100 to the mandatory reserve fund and 5 by 100 to the education and promotion fund.
2 of extracooperativos and extraordinary benefits, once deducted losses of any nature of previous years and before consideration of the tax, shall be at least 50 by 100 to the mandatory reserve fund.
3 overs and extracooperativos and extraordinary benefits available, once satisfied payable taxes, shall apply, as they establish the statutes or you remember the General Assembly in each year, to return cooperative partners, to staffing to voluntary reserve funds on a basis irrepartible or equitably, or increase the funds required to that referred to in articles 55 and 56 of this Act.
4. the cooperative return will be credited to the members in proportion to the cooperativizadas activities undertaken by each partner with the cooperative. The by-laws or, in their absence, the General Assembly, for more than half the votes validly expressed, be fixed how to make effective the cooperative return credited to each partner.
5. the cooperative can recognize and specify in their statutes, or by agreement of the General Assembly, the right to their salaried workers to receive compensation on an annual basis, whose amount shall be fixed on the basis of the results of the financial year.
This remuneration shall be wage and shall be compensable complemented by similar nature established, where appropriate, the applicable labour legislation, unless it would be less than the complement, in which case the latter applies.
Article 59. Allocation of losses.
1. the statutes shall lay down the criteria for compensation of losses, still valid attributed them to a special account for its depreciation charge to future positive results, within a maximum period of seven years.
2 offset losses the cooperative shall conform to the following rules: a) to reserve funds volunteers, if any, all of the losses can be attributed.
(b) to the obligatory reserve fund failing, as maximum, depending on the source of the losses, the percentages media cooperative surpluses or extracooperativos and extraordinary benefits that are intended to fund in the past five years or since its Constitution, if this is not prior to these five years.
(c) the amount of the uncompensated with mandatory and voluntary funds shall be apportioned amongst the partners in proportion to the operations, services, or activities carried out by each of them with the cooperative. If these operations or services performed were below that minimum is required to make the partner pursuant to article 15.2. b), the imputation of such losses shall be in proportion to the compulsory minimum cooperativizada activity.
3 losses attributed to each partner will be satisfied of any of the following ways: to) the partner can choose between your subscription directly or through deductions in their contributions to the share capital, or, where appropriate, in any financial investment partner in the cooperative that allows this allocation, within the financial year following that in which had occurred.
(b) financed by the returns that can correspond the General Assembly agree to partner in the next seven years, if so. If be loss without compensation, after this period, these must be met by the partner within a maximum period of one month from the express requirement formulated by the Governing Council.
Chapter VI social documentation and accounting article 60. Social documentation.
1 the cooperatives will take, in order and up to date, the following books: to) book registration partners.
(b) contributions to the capital stock registry book.
(c) books of minutes of the General Assembly, the Executive Council of the liquidators and, where appropriate, of the Committee on resources and the preparatory meetings.
(d) inventories and annual accounts and journal book.
(e) any other required by legal provisions coming.
2. all social and accounting books will be completed and legalized, prior to their use, by the Registrar of cooperative societies.
3. also the seats and annotations made by computer procedures or by other suitable procedures, which will be subsequently bound correlatively to form the required books, which will be legalized by the Registrar of cooperative societies in the period of four months from the date of close of the financial year are valid.
4 books and other documents of the cooperative shall be under the custody, supervision and responsibility of the Governing Council, which should keep them, at least during the six years following the transcription of the last act or asientooalaextincion of rights or obligations that contain, respectively.
Article 61. Accounting and annual accounts.
1. cooperatives must keep accounts orderly and appropriate to your activity pursuant to the provisions of the code of Commerce and accounting regulations, with the peculiarities contained in this law and the regulations that develop it, and can formulate the annual accounts in abbreviated model when the same circumstances contained in the articles 181 to 190 of the companies act.
2. the Executive Council is required to formulate, within a maximum period of three months computed from the date of the closing of the fiscal year, bylaws, annual accounts, the management report and a proposal for application of the available surplus or loss allocation.
3. the annual report will also pick up variations in the number of partners.
4. the Executive Council will present to your deposit at the registry of cooperative societies, in the period of one month since its approval, certification of the agreements of the General Assembly's approval of the annual accounts and application of surplus and/or allocation of losses, if any, enclosing a copy of each of those accounts and report of management and the Auditors report When the society is obliged to audit, or this would have practiced at the request of the minority. If one or more of the accounts had formulated in abbreviated form, shall be so recorded in the certification, with expression of the cause.
Article 62. Audit of accounts.
1. cooperative societies will be forced to audit their annual accounts and the annual report in the manner and in the cases provided for in the law of audit of accounts and its standards development or any other standard legal's application, as well as when the statutes establish it or agreed by the General Assembly.
2 If the cooperative is not required to audit their annual accounts, five percent of members may request the registration of sociétés coopératives, with charge to the society, appoint an auditor of accounts to perform the revision of annual accounts of a particular period, provided that had not spent three months counted from the date of closure of this exercise.
3. the designation of Auditors of accounts corresponds to the General Assembly and will have to be done before the end of the exercise to audit. The appointment of the Auditors shall be for a period of time that it may not be less than three years nor more than nine from the date that starts the first exercise to audit, and may be re-elected by the General Assembly annually once completed the initial period. However, when the General Assembly had not promptly appointed auditors, or in the event of lack of acceptance, waiver, or otherwise determine the impossibility that the appointed auditor carries out its mission, the Executive Council and the remaining eligible to apply for the audit may ask the register of cooperatives to appoint an auditor to carry out the review of the annual accounts of a particular period.
4. once appointed as the auditor, has not may proceed to the revocation of his appointment, except for just cause.
Chapter VII of the merger, Division and transformation section 1 of the FUSION article 63. Fusion.
1. the merger of cooperative societies in a new or the absorption of one or more other existing cooperative will be possible.
2. co-operative societies in liquidation may participate in a merger, provided that it has not started repayment of capital contributions.
3 cooperative societies which merge into a new, or to be absorbed into an existing, will be dissolved, although they will not enter into liquidation, and its assets and partners will be new or absorbing society, which will assume the rights and obligations of the dissolved societies. Social, mandatory or voluntary, funds from the dissolved societies will be integrated into the same kind of cooperative society new or absorbent.
4 los tips rectors of the cooperatives involved in the merger shall draw up draft of merger, which they must subscribe as a prior agreement and shall contain at least the following entries: a) the name, class and registered cooperatives involved in the merger and the new cooperative in his case, as well as identifying data of registration of those in the corresponding registers of cooperatives.
(b) the system for the amount that was recognised at each partner cooperatives which become extinct as a contribution to the capital of the absorbing or new cooperative computing, where they exist, voluntary equitably nature reserves.
(c) the rights and obligations accorded to members of the cooperative extinguished in the cooperative new or absorbent.
(d) the date from which the operations of cooperatives that are extinct will have deemed made, for accounting purposes, at the expense of the cooperative new or absorbent.
(e) the rights corresponding to holders of special participations, equity securities or other comparable titles of cooperatives that are extinct in the cooperative new or absorbent.
5 approved the draft terms of merger, managers of cooperatives merging shall refrain from doing any act or enter into any contract that could hinder the adoption of the draft or substantially change the ratio of the participation of the members of the cooperatives extinguished in the new or absorbent.
6. the project shall be without effect if the merger is not approved by all cooperatives which participate in it within a period of six months from the date of the project.
7 publish the call for the General Assembly, which must approve the merger shall be made available to partners, at the registered office the following documents: a) the draft terms of merger.
(b) the reports, drawn up by the guiding tips of each of the cooperatives on the desirability and effects of the proposed merger.
(c) the balance sheet, the profit and loss account and the explanatory memorandum of the last 3 years of the cooperatives involved in the merger and, where appropriate, the management and auditors of accounts reports.
(d) the balance of merger of each of the unions when it is different from the last approved annual.
It may be fusion balance the last annual balance sheet approved, provided that it had been closed within the six months prior to the date of the meeting which shall resolve upon the merger.
(e) the draft laws of the new cooperative or the full text of the amendments that have been introduced in the statutes of the absorbing cooperative.
(f) the applicable statutes of all cooperatives involved in the merger).
(g) the list of names, surnames, age, were natural persons, or the name or business name if they were legal persons and in both cases, nationality and domicile of the directors of the companies involved in the merger and the date from which carry out their functions, and where appropriate, indications of who will be proposed as directors as a result of the merger.
Article 64. Merger agreement.
1. the merger agreement must be adopted by each of the companies merging, in General Assembly by a majority of two-thirds of the votes present and represented, adjusting the call to the legal and statutory requirements.
2. the merger agreement of each of the cooperatives, once adopted, shall be published in the «Official Gazette» and in a newspaper of wide circulation in the province of the registered office.
3. from the time that the merger agreement has been approved by the General meeting of each of the cooperatives, all of them are obliged to continue the fusion procedure.
4. the formalization of the merger agreements shall be effected by public deed and this will have efficiency, in the registration of cooperative societies, for the cancellation of the societies that are extinguished and the registration of the newly constituted or modifications of the absorbent.
Article 65. Right of separation from partner.
1. the members of the cooperatives that merging and who had not voted in favour shall have the right to separate from their cooperative, by writing to the President of the Governing Council, in the period of forty days from the publication of the announcement of the agreement, as provided for in this law.
2. the resulting fusion cooperative will assume the obligation of the liquidation of the contributions to the dissenting partner, in the term regulated in this law for the case of justified low and according to the statutes of the cooperative that was partner to establish it.
Article 66. Right to opposition by creditors.
The merger may not be until two months have elapsed since the publication of the announcement of the merger agreement. During this period, the ordinary creditors of any of whose credits were born before the latest announcement of fusion, and societies that are not properly guaranteed, may oppose in writing the merger, in which case this not may be put into effect if their credits are not entirely satisfied or sufficiently guaranteed. Creditors may not object to the payment even if it is not expired credits.
In the deed of merger grantors must expressly state that there has been some opposition from creditors entitled to it or, to have existed, say that they have been paid or secured debts, with identification in this case creditors, loans and borrowing guarantees.
Article 67. Special fusion.
Cooperative societies can merge with societies civil or business of any kind, provided that there is a legal norm prohibiting it.
In these mergers, it shall apply the rules governing the acquiring company or that it constitutes as a result of the merger, but in terms of the adoption of the agreement and the guarantees of the rights of members and creditors of the participating cooperatives, shall apply the provisions of articles 64, 65 and 66 of this Act. If the resulting entity of the merger was not a cooperative society, the liquidation of their contributions to the partner, which exercise the right of separation, should take place within the month following the date on which make use of the same. Until these items have not been paid, fusion not be formalized.
Regarding the fate of the Voluntary Fund for education and promotion, mandatory reserve fund and reserve fund articles of association having character of irrepartible, it shall apply provisions of article 75 of this law in the case of liquidation.
SECTION 2 of the spin-off article 68. Excision.
1. excision of the cooperative may consist of the extinction, without prior liquidation, by the division of their heritage and the collective partners in two or more parts. Each of these will be transferred en bloc to the newly created cooperatives will be absorbed by existing or be integrated with parts breakaway of other cooperatives in a new creation. In these two cases will be called escision-fusion.
2. also may consist of the segregation of one or more parts of the heritage and of the members of a cooperative, without dissolution, through was block the segregated other cooperatives newly created or existing ones.
3. the draft terms of Division, signed by the directors of the participating cooperatives, must contain a detailed proposal of the part of the heritage and members being transferred to cooperatives resulting or absorbent.
4. in the absence of compliance by a cooperative recipient of an obligation assumed by it under the Division, respond jointly and severally the compliance of the remaining beneficiary cooperatives of the net assets attributed in the Division to each of them. If the cooperative being divided has not ceased to exist as a result of the spin-off, liable itself LCCU breakaway by the totality of the obligation.
5. excision of cooperatives will be governed, with the caveats contained in the previous numbers, by the rules governing the merger, in what would be applicable, and members and creditors of the cooperative participants may exercise the same rights.
SECTION 3 of the transformation article 69. Transformation.
1. any association or society that does not have cooperative and economic interest groupings may become a cooperative society provided that, in his case, met the requirements of the sectoral legislation and that the respective members of those capable of assuming the position of employees in relation to the purpose intended for the resulting entity of the transformation. In addition, cooperative societies may become civil or commercial companies of any kind. In any case the legal personality of the entity transformed will be affected.
2. the transformation of a cooperative partnership agreement shall be adopted by the General Assembly, under the terms and conditions laid down in this law and the statutes for the merger. Members shall enjoy the right of separation in the terms provided for in the case of merger and to the repayment of contributions within the time limit set in article 65. The participation of members of the cooperative in the share capital of the new entity will be proportional to what was in that. However, the agreement's transformation into some kind of entity whose debts meet personally the partners, only will take effect respect of those who voted in favor of the agreement.
3 transformation in cooperative society of another company or pre-existing economic interest grouping will be formalized in a public deed shall contain the relevant agreement, the terms required in article 10(1). g), h) e i), the balance of the transformed company closed the day before the adoption of the agreement, the relationship of partners who are integrated in the cooperative and their participation in the share capital without prejudice to that required by the regulation by which the entity is governed transformed.
4 If the society that transforms were inscribed in the mercantile registry, for the registration of cooperative societies of the transformation script, it must be entered on the same note of the absence of obstacles to the transformation and have extended temporary closure of its diligence, accompanying certification stating the literal transcription of the seats that should remain in force.
5. the transformation in cooperative society does not release members of their personal liability for debts incurred prior to the agreement, without the express consent to the processing by creditors. Members who switch to respond personally social debt, as a result of the transformation will respond in the same way of the previous debts of the cooperative society.
6. in the case of transformation of a society cooperative in another type of entity, the balances of the funds of obligatory reserve, Education Fund and any other Fund or reserves which bylaws are not repartibles among the partners, will receive the destination laid down in article 75 of this law in the case of liquidation of the cooperative.
Chapter VIII of the dissolution and settlement section 1 of the dissolution article 70. Dissolution.
1 the cooperative society will dissolve: a) for compliance with the time limit laid down in the statutes.
(b) by agreement of the General Assembly, adopted by a majority of two-thirds of the members present and represented.
(c) by the paralysis of corporate bodies or the activity cooperativizada for two years, without just cause, in such a way that hinders its functioning.
(d) by reducing the number of partners below the minimum established in the present law or social capital below the minimum established bylaws, unless they are restored in the period of one year.
(e) for the accomplishment of the corporate purpose or the impossibility of compliance.
(f) by merger, absorption, or total excision.
(g) for any other reason established by law or the statutes.
2 expiry of the term of duration of the company, this will dissolve full-fledged, unless previously it had been expressly extended and registered the extension in the registry of cooperative societies.
3 when if any of the so-called c), d), e) or g) (1), the Executive Council shall convene the General Assembly, within the period of one month since you have noticed its existence, for the adoption of the agreement of dissolution. Any Member may require the Executive Council so that you make that call if, in his opinion, there is legitimate cause of dissolution. For the adoption of the agreement will be sufficient a simple majority of votes unless the statutes require more.
If not convening the Assembly or this failure the agreement of dissolution, any interested party may request the judicial dissolution of the cooperative.
4. the dissolution agreement raised a public deed or, where appropriate, the judicial or administrative decision, shall be entered in the register of cooperative societies and to be published in one of the newspapers with the largest circulation in the province of the registered office.
(5 in the so-called b) number 1 of this article and having stopped the cause that motivated it, society in liquidation may be reactivated, provided that it had not begun the refund of contributions to the partners. The reactivation agreement must be adopted by the General Assembly by a majority of two-thirds of the votes present or represented, and will not be effective until it rises no public deed and be entered in the register of cooperative societies.
SECTION 2 of the liquidation article 71. Liquidation.
1 dissolved the society opens the liquidation period, except in cases of merger, absorption or excision. If the Statute had not planned who corresponds to perform liquidation tasks, the General Assembly shall appoint among members, by secret ballot and by a majority of votes, the liquidators, in odd number. Their appointment shall not take effect until the moment of its acceptance and must register for the registration of cooperative societies.
2 when the liquidators are three or more, they will act in the collegiate form and agreements shall be by majority.
3 within two months after the dissolution, unless there had been the appointment of liquidators, the governing body or any partner may request the judge of first instance its designation, which may be filled by non-members, making the appointment within the period of one month in people.
Until the appointment of the liquidators, the governing body will continue in management and representative of society functions.
4 appointed liquidators, the governing body shall conclude with those the inventory and balance sheet of the company, referring to the day that starts the liquidation and until the liquidators begin their operations.
5. during the liquidation period, will remain the calls and meetings of the General Assembly, which is convened by the liquidators, who will chair them and will see the progress of the liquidation.
Article 72. Intervention of the liquidation.
The appointment of external auditor, which monitor the operations of liquidation, may be requested, by 20 per cent of the social votes, to the Court of first instance of the registered office of the cooperative.
Article 73. Functions of the liquidators.
It's up to the liquidators: 1. carry and store books and correspondence of the cooperative and ensure the integrity of their heritage.
2. to pending operations and new ones that are necessary for the liquidation of the cooperative, including the disposal of property.
3 claim and receive the outstanding credits, is against third parties or partners.
4 arrange transactions and commitments as appropriate to social interests.
5 pay the creditors and partners, transfer corresponds to the education and promotion fund and the excess of liquid having of the cooperative, subject to the rules established in article 75 of this law.
6 represent the judgment and outside the cooperative for the fulfilment of the functions that are assigned.
7. in the event of the insolvency of the company shall request, in term of ten days from that is made clear this situation, the Declaration of suspension of payments or bankruptcy, as appropriate.
Article 74. Final balance.
1 finalised the operations of liquidation, the liquidators be subject to the approval of the General Assembly a final summary, a report of management on such operations and a project of distribution of surplus assets, which should censor the Auditors of the liquidation, in the case have been named previously.
2. the final balance and the project of distribution shall be published in one of the newspapers with the largest circulation in the province of the registered office. Such balance and project can be challenged within the period of forty days counting since its publication and in accordance with the procedure laid down for the challenge of the agreements of the General Assembly, by any partner who feels aggrieved and whose credits have not been satisfied or secured creditors. Insofar as it has not elapsed time for your challenge or resolved by final judgment filed claims, you can not be the resulting asset-sharing. However, the liquidators may proceed to perform payments on account of the social credit provided by the amount they have not be affected by the outcome of those claims.
Article 75. Award of social credit.
1 It may not allocate or distribute the social credit until social debts has not entirely been fulfilled, your consignment has been, or has been secured the payment of appropriations not vanquished.
2 paid these debts, the rest of the social being, without prejudice to what has been agreed in the subordinate financing, will be awarded in the following order: to) the amount of the education and promotion fund will be available to the State to which the cooperative is associated. If not it, the General Assembly may designate to which State will be used.
Not occur designation, this amount be credited to the National Confederation of cooperatives of the class corresponding to the cooperative in liquidation and absence of the relevant Confederation will enter in the Treasury in order to allocate it to the establishment of a Fund for the promotion of the cooperative movement.
(b) is refunded to members the amount of contributions to the social capital that had accredited, once paid or deducted the gain or loss relating to previous years, updated where appropriate; beginning with the contributions of the partners, the voluntary contributions of the other partners and then the mandatory contributions.
(c) terminate members participation in the reserve funds volunteers having character equitably by statute or by agreement of the General Assembly, distributing them in accordance with the rules laid down in the statutes or in the agreement and, failing, in proportion to the activities carried out by each of the partners with the cooperative during the past five years or for cooperatives whose duration would have been less than this period, since its Constitution.
(d) the excess liquid have, if any, will be made available of the cooperative society or State listed expressly contained in the statutes or who has been appointed by agreement of the General Assembly.
Not occur designation, this amount is the National Confederation of cooperatives of the class corresponding to the cooperative in liquidation and enter does not exist the relevant Confederation, will enter in the public Treasury in order to allocate it to the establishment of a Fund for the promotion of the cooperative movement.
If the designated entity is a cooperative society, this should add it to the mandatory reserve fund, committing to that for a period of fifteen years has a character of unavailability, while on the built-in amount losses caused by the cooperative can be charged. If it were an associative entity, you must destine it to support investment projects promoted by cooperatives.
Any partner of the cooperative in liquidation that project incorporated into another cooperative, may require that the proportion of excess liquid having of the liquidation, calculated on the total of the partners, enter in the obligatory Reserve Fund of cooperative society which is incorporated, provided that it had so requested it prior to the date of the convening of the General Assembly that must approve the final liquidation balance.
Article 76. Extinction.
After the liquidation, the liquidators will be awarded public deed of the extinction of the society in which it must manifest: to) that the final balance sheet and asset distribution project has been approved by the General Assembly and published in one of the newspapers with the largest circulation in the province of the registered office.
(b) that has elapsed the deadline for contesting the agreement referred to in article 74 of this law, unless objections be formulated or that it has reached firm ruling has resolved them.
(c) that has been the award of social credit in accordance with the provisions of article 75 of this law and allocated the amounts that correspond to the creditors, partners and organizations that are to receive the remainder of the Fund for education and promotion and excess liquid having.
The public deed will be incorporated the final liquidation balance, the distribution of the active project and resolution of the certificate.
The liquidators shall request in writing the cancellation of the registration records of the society.
Writing shall be entered in the register of cooperative societies, depositing in this unit books and documents relating to the cooperative, which will be retained for a period of six years.
Chapter IX of the cooperatives of second degree, cooperative group and other forms of economic cooperation article 77. Second degree cooperative.
1. cooperatives of second degree are constituted by, at least, two cooperatives. Others legal, public or private and individual entrepreneurs, up to a maximum of forty five per cent of the total of the partners, as well as work partners can also be integrated as partners.
They aims to promote, coordinate and develop common economic goals of their partners, and strengthen and integrate the same economic activity.
Except in the case of joint structure joint ventures, any partner of such cooperatives may take more than 30 per 100 of the social capital of the same.
2. the members of the Governing Board, auditors, liquidators and resources Committee, shall be elected by the General Assembly from among its members or members of institutions partners the same components. However, the statutes may provide that qualified and skilled people who are not partners, nor members of entities are part of the Governing Council and Auditors partner, up to one third of the total.
3. natural persons representing the legal entities in the Executive Council, auditors, liquidators and resources Committee may not represent them at the General Assembly of the second degree cooperative, but they must attend the same with voice but no vote except when in its composition the partner entities are represented by several members.
4. in the event of liquidation, the mandatory reserve fund will be transferred to the bottom of the very nature of each cooperative societies that constitute it, as well as the rest of the liquid have resulting, distributing it among cooperatives partners in proportion to the volume of the cooperativizada activity carried out by each of them in the cooperative's second grade during the last five years or , failing, since its Constitution, not having character of extracooperativos benefits.
5. cooperatives of second grade may become cooperatives of first degree cooperatives being absorbed partners through the procedure laid down in this law.
The cooperative partners, as well as members of these, dissatisfied with the transformation and absorption, agreements may be spreading by writing to the Governing Council of second grade or first degree cooperatives, as appropriate, within the period of one month from the date of publication of the announcement of transformation and absorption.
6. in matters not provided in this article, second-degree cooperatives are governed by general regulation established by this law in all that which results from application.
Article 78. Cooperative group.
1. it is understood by cooperative group, for the purposes of this law, the group formed by several cooperative societies, anyone who is kind, and the entity group head who exercises powers or issues instructions of obliged fulfilment for grouped cooperatives, in such a way that there is a unit of decision within the scope of these powers.
2 the issuance of instructions may affect different areas of management, administration or Government, which could include: a) the establishment in the primary cooperatives of statutory and regulatory standards.
(b) the establishment of associative relationships between the entities of base.
(c) commitments to periodic contribution of resources calculated based on their respective business evolution or income statement.
3. the approval of the incorporation the co-operative Group will require the agreement of each of the entities of base, in accordance with its own rules of competence and performance.
4. the General commitments made before the group must be made in writing, either in the statutes of the entity group head, if it is cooperative, or other contractual document which shall necessarily include the duration of the case be limited, the procedure for its amendment, the procedure for the separation of a cooperative society and faculties which according to attribute to the entity group head. The modification, extension or resolution of the above commitments may be, if so established, by agreement of the highest authority of the head of Group entity. The contractual document has to be raised to public deed.
5. the agreement of integration in a Group score sheet corresponding to each cooperative society to the competent registry.
6. the liability for operations carrying out directly with third-party integrated into a group, cooperative societies will not reach to it, nor to cooperative societies that compose it.
Article 79. Other forms of economic cooperation.
1. cooperatives of all types and class may be societies, groups, consortia and joint among themselves, or with other natural persons or legal, public or private, and formalize agreements or, for the best performance of its social object and for the defense of their interests.
2. cooperatives which focus their businesses by fusion or other cooperatives in second grade, as well as by means of temporary marriages, will enjoy all of the benefits granted in grouping and concentration of companies legislation.
3. cooperatives can sign with other intercooperativos agreements in order to comply with their social objects. Under them, the cooperative and its partners may be supply operations, deliveries of goods or services in another signatory cooperative agreement, considering such acts the same way as cooperativizadas with own partners operations.
The results of these operations shall be charged entirely to the mandatory reserve fund of the cooperative.
Chapter X of kinds of cooperatives section 1 of the cooperatives of work associate article 80. Object and general rules.
1 are associated labour cooperatives which aims to provide its members jobs, through their personal and direct, part-time or full, efforts through the Organization of the production of goods or services to third parties. They can also count on partners.
The worker members with the cooperative relationship is corporate.
2 may be worker-members who legally should be able to hire the provision of its work. Foreigners may be worker-members in accordance with the specific legislation on the provision of his work in Spain.
3. the loss of worker membership will result in the permanent cessation of the work in the cooperative provision.
4. worker members are entitled to receive periodically, in a period not exceeding one month, perceptions on account of the surpluses of the cooperative called corporate advances which do not have the consideration of salary, depending on their participation in the cooperativizada activity.
5 shall apply to workplaces and workers members rules on occupational health and the prevention of occupational risks, all of which shall apply taking into account the specialties typical of the corporate and self-managed relationship of the worker-members that links them with their cooperative.
6. the partners workers under eighteen years of age may not perform night work or that the Government declare, for workers under eighteen years old, unhealthy, arduous, harmful or dangerous both to your health as for their vocational training or human.
7. the number of hours per year done by workers with a contract of employment may not exceed 30 per 100 hours/year total performed by worker members. They are not counted in this percentage: to) workers integrated into the cooperative by legal subrogation as well as those who are incorporated into activities subject to this subrogation.
(b) workers who refuse explicitly to be worker-members.
(c) workers who replace workers or salaried partners in situation of extended leave of absence or temporary, low disability for maternity, adoption or foster care.
(d) workers who provide their works in character accessory or subordinate work centers.
(e) employees to be made available to business users when the cooperative acts as a temporary employment company.
(f) workers with contracts of employment practices and training.
(g) workers hired under any provision of promotion of employment of diminished physical or mental.
They understand, in any case, as work provided in accessory or subordinate work center, services provided directly to the public administration and institutions that contribute to the public interest, when they are carried out in premises of public ownership.
8. the statutes may set the procedure whereby employees can access the status of partners. Cooperatives regulated in this article that exceed the limit of salaried work established in the number 7, a worker with a contract of employment for an indefinite time and with more than two years old, you must be admitted as worker partner if requested within six months from the failed to exercise such right, without need to overcome the cooperative trial period and meets other statutory requirements.
Article 81. Partners in test situation.
1. in associated work cooperatives, if statutes as expected, admission, by the Executive Council, a new partner will be in test situation, and can be reduced or abolished the probationary period by mutual agreement.
2. the trial period shall not exceed six months and will be fixed by the Governing Council. However, for the posts of work established by the Governing Board, except for statutory allocation of this ability to the General Assembly, whose performance requires special professional conditions, the trial period may be up to eighteen months. The number of such jobs may not exceed twenty per cent of the total number of worker-members of the cooperative.
3 new members, during the period in which they are in test situation, will have the same rights and obligations as the worker-members, with the following particularities: to) may resolve the relationship by free unilateral decision, Faculty also recognized to the Executive Council.
(b) they may be elected to the positions of the organs of society.
(c) not to vote, in the General Assembly, any point that affects them directly and personal.
(d) not be obliged or entitled to make contributions to the share capital or to pay the entrance fee.
(e) not will reach them the imputation of losses that occur in the cooperative during the trial period, or shall be entitled to the return of the cooperative.
Article 82. Disciplinary regime.
1. the statutes or the internal regime regulations, established the disciplinary regime of the worker-members, regulating the types of failures that can occur in the provision of work, sanctions, bodies and persons with delegated sanction.
The statutes will regulate the proceedings with expression of procedures, deadlines and resources.
2. the disciplinary system will regulate the types of failures that can occur in the provision of work, sanctions, bodies and persons with delegated sanction, and the proceedings with expression of procedures, deadlines and resources.
3. the expulsion of the worker-members can only be agreed upon by the Governing Council, against whose decision may be, to the General Assembly that will resolve in the first Assembly, which is convened or within fifteen days from the notification of the same, before the resources Committee, which will resolve within two months. Within this period without having adopted the decision, means estimated the resource.
The expulsion agreement will only be executive since it is ratified by the corresponding organ or elapsed time to appeal to the same, although the Executive Council may suspend worker partner in its employment, keeping this all their economic rights.
Article 83. Day, weekly rest, holidays, holidays and permissions.
1 the statutes, internal regulations or, in their absence, the Assembly rules will regulate the duration of working time, weekly minimum rest, festivals and annual holidays, respecting, in any case, as a minimum, the following standards: to) between the end of a day and the beginning of the next, mediated at least twelve hours.
(b) children under eighteen years of age may not be more than forty hours of work a week.
(c) will be respected, at least, as parties, that of the Nativity of the Lord, new year, may 1 and October 12, except in the exceptional circumstances that prevents it the nature of entrepreneurial activity that develops the cooperative.
d) annual leave and, at least, the parties expressed in subparagraph (c)) of this number will be paid for the purposes of corporate advance.
(e) the annual leave of children under eighteen years old and over the age of sixty shall have a minimum duration of one month.
2 the worker member, notice and justification, is entitled to be absent from work for any of the reasons and the following time: a) fifteen calendar days in the event of marriage.
(b) two days in case of birth of a child or serious illness or death of relatives to the second degree of consanguinity or affinity. When, for this reason, the worker partner need to do a displacement, to the effect, the period shall be four days.
(c) a day for transfer of normal residence.
(d) by the time necessary for the fulfilment of an inexcusable duty of public and personal character.
(e) to perform functions of representation in the co-operative movement.
Statutes, the regulations internal regulations or, failing that, the General Assembly may extend the assumptions of permit and the duration thereof and, in any case, must be set if permissions, for the purposes of the perception of corporate advances, they have the character of paid or the proportion in which they are paid.
Article 84. Suspension and leaves of absence.
1 in the associated work cooperatives, will be suspended temporarily the obligation and the right of the worker member to lend his work, with loss of rights and economic obligations of that benefit, for the following reasons: to) temporary disability of the worker member.
(b) maternity or paternity of the worker member and the adoption or foster care of children under five years.
(c) compliance with the compulsory or voluntary military service, or alternative social service.
(d) deprivation of liberty of the worker member, while there is conviction.
(e) leave of absence forced by appointment or election to public office or in the co-operative movement, which hinders the assistance to the work of the worker member.
(f) causes economic, technical, organisational, production or arising from force majeure.
(g) for disciplinary reasons.
2. to stop the legal causes of suspension, worker partner regain the fullness of their rights and obligations as a member, and shall be entitled to reinstatement to the reserved job.
In the event of temporary disability if, in accordance with the laws on Social Security, the right of reservation of the job worker partner is declared in a situation of permanent disability, shall cease, and if it were absolute or serious disability, mandatory worker partner decline will occur.
In the event of suspension for provision of military or alternative service, or exercise, in the co-operative movement, by designation or election or public office worker partner should rejoin within a maximum period of one month from the cessation service, charge or function.
In the event of childbirth, the suspension will have a minimum of sixteen uninterrupted weeks unless it were manifold, in which case the duration will be 18 weeks. In both cases will be distributed at the option of the applicant, provided that at least six weeks immediately after childbirth.
However, in the event that the mother and father work, that, at the beginning of the rest period for maternity leave, may choose because the father enjoy up to four of the last weeks of the suspension, provided that they are uninterrupted and at the end of this period, unless at the time of its effectiveness the incorporation to the work of the mother involves a risk to her health.
In the event of adoption, if the adopted child is under nine months, the suspension will last maximum of sixteen weeks counted, the election of worker partner, from the administrative decision or Court of foster care, from the judgment by which the adoption is constituted. If the adopted child is greater of less than five years and nine months, the suspension will have a maximum duration of six weeks.
In the case that the father and the mother work only one of them may exercise this right.
3 for suspension for economic reasons, techniques, organisational, production or arising from force majeure, the General Assembly, except statutory forecast, must declare that, by any of the above-mentioned reasons, pass the suspension situation all or part of the worker members that make up the cooperative, as well as the time that last suspension and designate specific worker members who are to remain in a situation of suspension.
4 workers in the so-called partners to), b), d) and f) number 1 of this article, while they are in a State of suspension, will keep the rest of your rights and obligations as a partner.
(In the so-called c worker members) and e) referral number 1 of this article, while they are in a State of suspension, shall have the rights established in this Act for members, except to receive advances and returns, the right to vote and to be elected to positions in the social bodies, and must keep secret about those issues and data that could jeopardize the social interests of the cooperative , and if during the time in which they are in a situation of suspension, the General Assembly, pursuant to paragraph 2 of article 46, agreed the realization of new mandatory contributions, will be required to perform them.
5 in the event a), b), c), d) and e) of the number 1 of this article, the cooperatives of associated work, to replace workers in situations of suspension members, may conclude employment contracts of duration determined with employees in which record the person that replaces and the cause that motivates him. These employees will not be Computable for purposes of the percentage referred to in the number 7 of section 80 of this Act.
6. the by-laws, or the regulation of internal regime, or in their absence, the General Assembly, may provide for the possibility of granting to the worker-members voluntary leaves of absence with the maximum duration to be determined by the Executive Council unless there is a limitation in the referenced provisions.
The situation of the worker-members on voluntary leave shall conform to the following standards: to) they are not entitled to the reserve of her job, but only the preferential right to re-entry in the vacancies of jobs equal or similar to yours, that had or should occur in the cooperative.
((b) the other rights and obligations will be those set forth in number 4 of the present article for workers in the so-called c partners) and e) number 1 of this article.
Article 85. Low mandatory due to economic, technical, organizational or production.
1. when, due to economic, technical, organizational or production, or in the event of force majeure, to keep the business viability of the cooperative, is necessary, at the discretion of the General Assembly, reduce, definitively, the number of jobs of the cooperative or modify the proportion of the professional qualifications of the collective, comprising the General Assembly or where appropriate, establish statutes governing body if so, it shall designate specific worker members that should cause low in the cooperative, which will be considered justified mandatory low.
2. worker members that are low mandatory according to the established in the previous issue of this article, are entitled to the immediate return of their voluntary contributions to the capital socialyala return within two years of their compulsory contributions spread on a monthly basis. In any case, the outstanding refund amounts shall bear the legal interest of the money that must be paid to the former worker partner by the cooperative on a yearly basis.
However, when the cooperative has availability of economic resources, objetivables, refund of mandatory contributions shall be in the fiscal year in course.
Article 86. Succession of companies, contracts and concessions.
1. when a cooperative is subrogated to the rights and job duties of the previous owner, employees affected by this subrogation may be incorporated as worker-members under the conditions laid down in article 80.8 of this law, and if, at least two years in the old company, should not be asked the trial period.
If that is exceeded the legal limit on the number of hours per year, laid down in article 80.7 of this law, the excess will not produce any effect.
2. when a work cooperative associated cessation, for reasons not attributable to it, in a contract of service or administrative concession and a new entrepreneur to take responsibility for these workers members that come developing its activity in the same have the same rights and duties which would have corresponded to them in accordance with the regulations, as if they had lent their work in the cooperative in workers employed.
Article 87. Contentious issues.
1. the contentious issues that may arise between the cooperative and its members workers, as such, will be resolved by applying, with preferential character, this law, the statutes and the internal regulations of the cooperatives regulation, decisions validly adopted by the corporate bodies of the cooperative and cooperative principles. These issues will be subject to the jurisdiction of the Social order in accordance with what is available in the article 2.n from the Royal Legislative Decree 2/1995 of 7 April, which approves the revised text of the Labour Procedure Act.
Referral to the jurisdiction of the Social order attracts competence of its courts, in all grades, for knowledge of how many contentious issues arise between associated work cooperative and worker partner related to the rights and obligations derived from the cooperativizada activity.
2. conflicts not based on the provision of work, or its effects, or committed their rights in how income from work and that may arise between any partner and associated work cooperatives, shall be subject to the jurisdiction of the Civil order.
3. the approach to any demand from a partner in matters referred to in paragraph 1 shall require the exhaustion of the previous cooperative way, during which will be suspended the computation of periods of prescription or expiry for the exercise of actions or assertion of rights.
SECTION 2 of the consumer cooperatives and users article 88. Purpose and scope.
1 are cooperative of consumers and users those that are aimed at the supply of goods and services purchased from third parties or produced for themselves, for use or consumption of partners and those with them live, as well as education, training and defence of the rights of their members in particular and of consumers and users in general. They can be members of these cooperatives, natural persons and entities or organizations that have the character of final recipients.
2. cooperatives of consumers and users can perform operations cooperativizadas with third non-members, within its territorial scope, if so it expected its statutes.
SECTION 3 of the housing cooperatives article 89. Purpose and scope.
1. the housing cooperatives associated with individuals requiring accommodation or premises for himself and the people who live with them. They may also be partners public bodies and non-profit entities, requiring accommodation for those people to dependents of them have to reside, by reason of their work or function in a cooperative development environment or requiring local to develop their activities. May also have as object, even unique, in which case it may be partners any kind of people, attempting to buildings and supplementary facilities for the use of houses and premises of the partners, conservation and dwellings and premises, elements, areas, or common buildings management and the creation and ancillary supplies, as well as the rehabilitation of homes premises and buildings and supplementary facilities.
2. housing cooperatives may acquire, for tents and urbanize land and, in general, many activities and works necessary for the fulfillment of its social object.
3. the property or the use and enjoyment of dwellings and premises may be awarded or transferred to partners through any title admitted in law.
When the cooperative retain ownership of dwellings or local bylaws shall establish norms that must be adjusted both their use and enjoyment by partners, such as other rights and obligations of these cooperative, and may provide for and regulate the possibility of transfer or exchange of the right of use and enjoyment of the dwelling or premises with other members of homes that have established the same modality.
4. the housing cooperatives may sell or lease to third parties, partners, business premises and facilities and complementary buildings of its property. The General Assembly agreed target amount obtained by sale or lease thereof.
5. the statutes may provide for in which cases a partner decline is justified and the remaining, the application, in the return of the quantities delivered by it to finance the payment of housing and premises, the deductions referred to in paragraph 3 of article 51, up to a maximum of 50 per 100 of the percentages to the settle.
The quantities referred to in the previous paragraph, as well as partner contributions to the share capital, shall reimburse this at the moment that is replaced in their rights and obligations by other partner.
6. no person can simultaneously play the position of Member of the Executive Council in more than one housing cooperative.
The members of the Executive Council in any case can receive remuneration or compensation for the performance of the office, without prejudice to their right to be recovered for the costs arising to.
7. the housing cooperatives held promotions in the territorial scope which delimit its statutes.
Article 90. Buildings by phases or promotions.
If the housing cooperative to develop more than one promotion or a same promotion out in several phases, shall be obliged to provide each of management autonomy and heritage to what must be an independent accounting in relation to each, without prejudice to the general of the cooperative, by identifying all the supporting receipts or payments that do not correspond to General debts and credits.
Each promotion or phase should be identified with a specific name that must appear clearly and prominently in all the documentation relating to the same, including permits or administrative licenses, and any contract concluded with third parties.
The registration in the land registry of the land or lots on behalf of the cooperative shall contain the promotion or phase which they are intended and if that destination agreed subsequent to their acquisition, shall be recorded by marginal note at the request of the legal representatives of the cooperative.
They must be each phase or promotion special partners, whose regulation must contain the statutes, respecting the powers of the General Assembly on the operations and joint commitments of the cooperative and which affect more than one separate property or the rights or obligations of members not affiliated with the phase or respective block together. The convocation of meetings will be in the same way as for the assemblies.
Goods that integrate properly accounted heritage of a promotion or phase will not respond for the debts of the other.
Article 91. Audit of accounts in housing cooperatives.
1 housing cooperatives, before submitting the annual accounts, for approval to the General Assembly, must be submitted to audit, on the financial periods in which any of the following cases occurs: to) having the cooperative promotion, between housing and premises, more than fifty.
(b) anyone who is the number of dwellings and premises in promotion, when they correspond to different phases, or when they are built in different blocks that constitute, for economic purposes, different promotions.
(c) that the cooperative has awarded powers relating to business management to individuals or legal, other than the members of the Executive Council.
d) when the statutes provide for it or agreed by the General Assembly.
2. Notwithstanding the provisions of the preceding paragraph, shall apply, in any case, to this precept collected in the law on this matter.
Article 92. Transfer of rights.
1. in housing cooperatives, the partner who intended to transmit "inter vivos" rights on the House or premises, before having passed five years or another top deadline set by the statutes, which shall be not greater than ten from the date of grant of the license of first occupation of the dwelling or local, or the document that legally replace him , and not exist, since the delivery of the possession of the dwelling or local, must place at the disposal of the cooperative, which will offer them to applicants for admission as members in order of seniority.
Grope price will be equal to the amount paid by the partner who transmitted their rights over the House or premises, increased with the appreciation that you have experienced, in accordance with the consumer price index, during the period between the dates of the different partial disbursements and the date of the communication of the intention of transmission rights on the House or premises.
After three months since the partner put to the attention of the Governing Council the purpose of transmitting their housing rights or local, without that any applicant for admission as partner in order of seniority make use of the right of preference for the acquisition thereof, the partner is authorized to transmit, «inter vivos» to non-member third parties.
However, after one year since communicated the intention of transmitting without having carried out the transmission, should be repeated the offer referred to in the first subparagraph.
2 If, in the event that referred to in the previous number of this article, partner, without completing what it establishes is, convey to third parties its rights over the House or premises, the cooperative, if you would like to buy them any applicant for admission as a partner, shall exercise the right of withdrawal, and must refund the price that points to the previous number of this article to the purchaser increased costs referred to in paragraph 2 of article 1.518 of the Civil Code. The costs referred to by the number 1 of the referred Article of the Civil Code shall be borne by the partner who breached the provisions in the previous issue of this article.
The right of withdrawal may exercise, for a year, since the registration of the transmission in the land registry, or, failing that, during three months, since the retrayente had knowledge of such transmission.
3. the limitations set out in the previous issues of this article shall not apply when the partner pass their rights on the House or premises to his ascendants or descendants, as well as transmissions between spouses enacted or judicially approved in cases of separation or divorce.
SECTION 4 of the agricultural cooperatives article 93. Purpose and scope.
1 are agricultural cooperatives which associated with owners of farms agricultural, livestock or forestry that have as an object the realization of all activities and operations aimed at better use of the holdings of its partners, its elements or components, the cooperative and the improvement of the farming population and the development of rural areas, as well as serve any other purpose or service that is characteristic of the agricultural activity , livestock, forestry or are directly related to them.
You can also join as partners of full rights to these cooperatives, agrarian societies of transformation, the communities of irrigators, water communities, communities of goods and the civil or commercial companies which have the same purpose or complementary activity and it is included in the first paragraph of this article. In these cases, the bylaws may define a limit of votes it holds the partners mentioned in relation to the whole of social votes of the cooperative.
2 for the fulfillment of its object, agricultural cooperatives may develop, among others, the following activities: to) acquire, develop, produce and manufacture by any procedure for the cooperative or holdings of its partners, animals, feed, fertilizers, plants, seeds, insecticides, materials, instruments, machinery, installations and other items necessary or convenient for the production and promoting agriculture.
(b) preserve, classify, manipulate, transform, transporting, distributing and marketing, even directly to the consumer, products from the holdings of the cooperative and its partners in their State natural or previously processed.
(c) acquire, for tents, clean up and improve land intended for agriculture, livestock or forests, as well as the construction and exploitation of the works and facilities necessary for these purposes.
(d) any other activities that may be necessary or convenient or facilitate the economic, technical, employment or ecological improvement of the cooperative or of holdings of the partners.
(e) carry out consumer activities and services to partners and other members of their social environment and promote activities aimed at the promotion and improvement of the agricultural population and the rural environment.
3. the agricultural holdings of the partners, for whose improvement the agrarian cooperative provides its services and supplies, must be within the territorial scope of the cooperative, established bylaws.
4. agricultural cooperatives may develop operations with non-member third parties up to a maximum limit of 50 per 100 of the total of those carried out with each type of activity developed by the partners.
SECTION 5th of cooperatives in community exploitation of the Earth article 94. Purpose and scope.
1 are cooperatives of exploitation the land associated with holders of rights of use and exploitation of land or other real estate, farm, which transferred these rights to the cooperative and that lend or not work in the same, and can also associate with other individuals who, without giving in to the cooperative community enjoy property rights they lend their work in the same, for the exploitation of goods donated by members and others that own the cooperative for any title, as well as the activities listed in article 93.2 for the agricultural cooperatives.
2. Notwithstanding provisions in the previous issue, community land exploitation cooperative may be operations third non-members with the limits established in article 93.4 of this law.
3 cooperatives of communal use of land, its scope, set bylaws, determine the geographical space in which the worker-members of the cooperative can usually develop their cooperativizada activity for the provision of work, and within which must be located the goods involved in the operation.
Article 95. Regime of partners.
1 can be members of the cooperatives of communal use of land: to) physical persons and legal holders of rights of use and exploitation of land or other real estate liable to farm that cede such rights to the cooperative, paying or not his work on it and that, consequently, they shall be simultaneously assignors partners of the enjoyment of property to the cooperative and worker-members , or only the first.
(b) natural persons who, without giving in to enjoy property rights cooperative, providing their work and that they will only have the status of worker-members.
2 it shall apply to workers of community land exploitation cooperative partners, whether or not simultaneously assignors of the enjoyment of property to the cooperative, the rules laid down in this law for the worker-members of cooperatives of associated work, with the exceptions contained in this section.
3. the number of hours per year done by workers with a contract of employment shall not exceed the limits laid down in article 80.7 of this law.
Article 96. Transfer of the use and exploitation of goods.
1. the statutes must establish minimum dwell time in the cooperative's partners in his capacity of Transferors of the use and exploitation of goods, which shall not exceed fifteen years.
Completed the term of stay referred to in the preceding paragraph, if the statutes as expected, further successive periods of compulsory permanence, for terms not exceeding five years may be established. These deadlines will apply automatically, unless the partner communicates his decision cause low, with a minimum anticipation of six months to the end of the respective time of compulsory permanence.
In any case, the deadline for the repayment of the contributions to the share capital will begin to compute from the date that ends the last time of compulsory permanence.
2. Although, for whatever reason, the partner ceases in the cooperative as a transferor of the enjoyment of goods, the cooperative may retain rights of use and exploitation that were donated by the partner, for the time that is missing to complete the period of compulsory permanence of this cooperative, which, if you do use of this faculty , in compensation, shall be paid to the outgoing partner the average income of the area of the concerned goods.
3. the lessee and holders of a right of enjoyment, may transfer the use and exploitation of property for the maximum period of duration of the contract or legal title, unless this is cause of eviction or resolution of the same.
In this case, the cooperative may dispense the fulfillment of the statutory term of compulsory permanence, always the holder of rights of use and exploitation undertakes to give them time to reach its legal title.
4. the statutes shall signal the procedure for the valuation of the goods susceptible to exploitation in common.
5. any partner may transfer to the cooperative the usufruct of land or other immovable property exceeding the third of the total of those included on the exploitation value, unless they were of public bodies or companies whose equity public bodies participate mostly.
6. the statutes may regulate the regime works, improvements and easements that may affect the goods whose enjoyment has been granted and due to community exploitation plan. The statutory regulation will include the regime of compensation that come as a result of these works, improvements and easements. If the statutes as expected and the transferor partner of enjoyment has sufficient ownership to authorize the amendment, he may not object to the completion of the work or improvement or the creation of the easement.
When necessary for the normal use of the affected property, the easement will remain, although the partner ceases in the cooperative or property change of ownership, provided this circumstance have been recorded in the Constitution of the easement document. In any case, the Faculty of variation contained in the second paragraph of article 545 of the Civil Code shall apply.
For the adoption of agreements relating to this issue, it will be necessary for most referred to in number 1 of article 28 to understand the vote of partners representing at least 50 per cent of the total assets whose use has been granted to the cooperative.
7. the statutes may establish standards that members who have been assigned to the cooperative the use and exploitation of assets, are obliged to not transmit to third party rights over such property preventing the use and exploitation of them by the cooperative during the time of compulsory permanence of the partner of the same.
8. the partner that was low compulsory or voluntary at the cooperative, described as justified, will transmit their contributions to the share capital of the cooperative to his spouse, ascendants or descendants, whether they are partners or acquire such status in the period of three months from that low.
Article 97. Economic regime.
1. the statutes shall set the minimum compulsory contribution social capital to be partner, distinguishing which must be as a transferor of the enjoyment of property and the worker member.
2. the partner having the double condition of assignor of the enjoyment of property and social worker, causes low in one of them, shall be entitled to the refund of contributions depending on the condition that ceases in the cooperative, whether the assignor's goods or social worker.
3. members, in their status as worker-members, receive corporate advances in accordance with provisions for the associated work cooperatives, and as assignors of the use and exploitation of property to the cooperative, shall receive, for such transfers, the usual rent in the area for similar farms. The sums received by mentioned corporate payments and incomes will be on account of the final results, in the exercise of the activity of the cooperative.
For the purposes of the provisions in paragraph 2.a) of article 57, both mentioned pensions and corporate advances shall be regarded as deductible expenses.
4 returns will be credited to the partners in accordance with the following standards: to) the surpluses available that have their origin in the goods included in the exploitation titles other than the assignment to the cooperative of the enjoyment thereof by the partners, shall be charged to those who have the status of worker-members, in accordance with the rules laid down for the associated work cooperatives.
((b) the available surpluses that have their origin in the goods whose enjoyment has been granted by the partners to the cooperative, shall be charged to members in proportion to their respective cooperative activity, the terms listed below: to ') the activity consisting in the grant to the cooperative of the enjoyment of the farms will be valued taking the usual income as module in the area for similar properties.
(b') activity consisting in the provision of work by partner will be valued according to the salary of the agreement in force in the area for his job, although he had perceived corporate advances of different amounts.
5. the allocation of losses will be made in accordance with the rules laid down in the previous issue.
However, if the exploitation of goods whose enjoyment has been granted by the partners would lead to losses, which correspond to the cooperativizada activity of provision of work on such property, shall be charged entirely to the reserve funds and, failing, partners in their status as assignors of the enjoyment of property, to the extent necessary to ensure a minimum compensation equal to 70 per 100 workers members of the remuneration paid in the area for equal work and, in any case, not less than the amount of the national minimum wage.
SECTION 6th of cooperatives of services article 98. Object.
1 they are service cooperatives which associated individuals or legal holders of industrial aquaculture or services and professionals and artists who exercise their activity on their own, and are intended to the provision of supplies and services, or the production of goods and carrying out operations aimed at the economic and technical improvement of professional activities or holdings of its partners.
2. not can be classified as service cooperative that in whose partners and object there are circumstances or characteristics that permit their classification as provided in another section of this chapter.
3. Notwithstanding the established in the preceding paragraphs of this article, service cooperatives, guests can enjoy activities and services cooperativizados with non-member third parties, up to fifty percent of the total volume of the cooperativizada activity carried out with partners.
SECTION 7 of the cooperatives of the Sea article 99. Purpose and scope.
1 are cooperatives of the sea fishermen, shipowners of ships, brotherhoods, fishing, holders of algae, cetáreas, fishermen and families shellfish nurseries producer organisations, which associated dealers fishing and aquaculture farms and, in general, to natural persons or legal owners of farms engaged in fishing activities or industries maritimo-pesqueras and derived, in its various forms from the sea , estuaries and marine lagoons, and professionals on their own for such activities, and are aimed at the provision of supplies and services and operations, aimed at the economic and technical improvement of professional activities or holdings of its partners.
2 for the fulfillment of its object, the cooperatives of the sea may develop, among others, the following activities: to) acquire, develop, produce, manufacture, repair, maintain and scrapping tools, tooling, machinery, installations, whether or not refrigerated, fishing boats, animals, embryos and copies for reproduction, grass and any other products, materials and elements necessary or convenient for the cooperative and professional activities or holdings of the partners.
(b) preserve, classify, transform, distribute and commercialize, even consumer products from the cooperative and professional activity or holdings of the partners.
(c) in general, any other activities which are necessary or desirable or facilitate the economic, technical, employment or ecological improvement of the professional activity or holdings of the partners.
3. Notwithstanding provisions in the previous issues of this article, shall apply to cooperatives of the sea expected on operations with third parties in article 93, while referring to fishery products.
4. the scope of this kind of cooperatives will be established bylaws.
SECTION transporters co-OPERATIVES 8th article 100. Purpose and scope.
1 they are cooperatives of carriers that associated with natural persons or legal, holders of transport enterprises or professionals that they can exercise the activity of carriers of persons or things in any field, including local, or mixed, and are aimed at the provision of services and supplies and operations, aimed at the economic and technical improvement of farms of its partners.
Transport cooperatives may also perform those activities which are expressly empowered by law 16/1987, of 30 July, management of the terrestrial transport, in the terms established in the same.
2. cooperatives of carriers may develop operations with non-member third whenever a specific legislation so permitted.
3. the scope of this kind of cooperatives will be established bylaws.
SECTION 9 of the insurance cooperatives article 101. Applicable regulations.
Insurance cooperatives are that exercise insurance activity, in the fields and with the requirements established in the law of insurance, and supplementary basis, by the law on cooperatives.
SECTION health cooperatives 10th article 102. Object and applicable standards.
1 are health cooperatives that work in the area of health, being constituted by health care providers, recipients of the same or for each other.
You can also perform even preventive, general type or for groups or collectives certain complementary and related activities.
2. to health cooperatives shall them apply the rules laid down in this law for the associated work or for the services, as appropriate, when partners are medical professionals; When partners are recipients of health care standards-cooperative of consumers and users; shall apply to the society When the conditions provided for in article 105 shall apply the legislation on cooperatives integrals. If it were organized as insurance companies shall comply, in addition, the regulations referred to in article 101.
When not legal imperative to develop the insurance business, this must be done by companies that are majority-owned, at least, of health cooperatives. The results derived from the participation of health cooperatives in these corporations would have application provisions of article 57.3. to) of this law.
3. when a second degree cooperative integrate at least one health cooperative, that may include in its name the term «Health».
SECTION education cooperatives 11th article 103. Object and applicable standards.
1 are teaching unions which develop teaching activities at various levels and modalities. They may be also, as complementary, related, and extracurricular activities as well as provide services that facilitate teaching activities.
2. when teaching unions will them apply the rules laid down in this law for cooperatives of consumers and users, when they associate to the parents of the students, their legal representatives or the students themselves.
3. when the cooperative education associate professors and staff not teaching and services, the rules of this law shall you apply regulators of associated work cooperatives.
Article 104 credit unions 12th section. Applicable regulations.
Credit unions are governed by its specific law and its implementing rules.
Also will they apply rules which, as a general rule, regulate the activity of credit institutions and supplementary character of cooperatives law.
Chapter XI of the comprehensive cooperatives, social initiative and the mixed section 1 of the cooperative comprehensive article 105. Object and applicable standards.
Called the comprehensive cooperative those that, regardless of its class, its cooperativizada activity is dual or plural, fulfilling the own purposes of different kinds of co-operatives in a society, according to the agreement of their by-laws and enforcement of regulated for each of these activities. In such cases, its social object will be plural and will benefit from the legal treatment that corresponds the fulfillment of those purposes.
Corporate bodies of integrated cooperatives must always be representation of activities integrated in the cooperative. Statutes may reserve the position of President or Vice President to a certain form of partners.
SECTION 2 of the cooperatives of SOCIAL initiative article 106. Object and applicable standards.
1 will be qualified as social initiative those cooperatives which, non profit, regardless of class, are social object, well the provision of welfare services through the implementation of health, educational, cultural activities or other social nature, or the development of any economic activity that is intended to the labour integration of persons suffering from any kind of social exclusion and in general, the satisfaction of social needs not met by the market.
2. authorities and public organizations may participate as partners in the form bylaws established.
3. to social cooperatives apply rules to the kind of cooperative to which they belong.
4 unions of any kind that comply with the requirements set out in paragraph 1 of this article be also expressed in its name, the indication «Social initiative».
SECTION 3 of mixed cooperatives section 107. Object and applicable standards.
1 are mixed cooperatives where there are partners whose right to vote in the General Assembly may determine, exclusive or preferential, so depending on the capital provided the conditions laid down articles of Association, which will be represented by titles or book-entry and which are referred to as social voting parties, subject to the regulatory law of the stock market.
2 in these cooperatives the right to vote in the General Assembly shall respect the following distribution: to) at least 51 per 100 voters will be, in the proportion that define the statutes, partners whose right to vote is determined in article 26 of this law.
((b) a maximum fee, determine bylaws, 49 per 100 of the votes will be distributed between one or more partners holders vote, that if two sides statutes as expected, may be freely tradable in the market and therefore available also by the partners to that referred to to) prior to that notion they may be granted a right of preference.
(c) in any case the total sum of the votes allocated to the two sides vote and the partners exceed 49 per 100 of the total social votes of the cooperative.
3. in the case of the two sides with vote, both the rights and obligations of the owners, as the regime of the contributions, shall be governed by the statutes and, Additionally, by the provisions of the legislation of corporations for the actions.
4. the participation of each of the two groups of partners in the annual surplus to distribute, are positive or negative, shall be determined in proportion to the percentage of votes that each of the two groups is also pursuant to number 2.
Attributed surplus social parties with vote holders shall be distributed among them in proportion to the paid-in capital. Surplus attributable to the remaining partners will be distributed among these according to the general criteria set out in this law.
5. the validity of any self-regulating modification which affects the rights and obligations of any of the groups of partners, will require the majority consent of the corresponding group, which may be obtained by means of separate in the General Assembly vote.
6. with regard to the provision of funds required and their availability, it will be provisions, in General, under this Act.
Title II of the action of the General Administration of the State article 108. Promotion of cooperatives.
1. it is recognized as a task of general interest, through this Act and its rules of implementation, promotion, encouragement and development of cooperative societies and their structures of representative and economic integration.
2. the Government, within the scope of application of this law, shall act on the cooperative agenda, in General, through the Ministry of labour and Social Affairs, which will provide the resources and services necessary for carrying out its functions of promotion, dissemination and training, inspection and registration, without prejudice to the powers of other ministerial departments in connection with the entrepreneurial activity that develop cooperatives for the fulfillment of its social object.
Article 109. Registration of cooperative societies.
The registration of cooperative societies aims to the qualification and registration of societies and associations of cooperatives and of acts and corporate legal businesses that are determined in this law or established by regulation.
Also responsible for the legalization of the books of cooperative societies, the deposit and publicity of the annual accounts, without prejudice to any other administrative action or functions that may be assigned to it by law or its implementing rules.
Equally, the registration of cooperative societies will emit negative certification designation, prior coordination with the Central Register as well as other records of cooperatives, according to the provisions established to the effect.
Article 110. Organization and registration procedure.
1. the registration of cooperative societies, including in the field of application of this law, has unitary structure and the Ministry of labour and Social Affairs. It will lie in Madrid.
2. the registry shall be by personal sheet system.
3. inscriptions are practiced under public document, judicial or administrative authority decision. Only if it provided for under this law or its implementing rules, the registration shall be pursuant to the private document.
Article 111. Efficiency.
The registration of cooperative societies is governed by the principles of advertising, legality, legitimacy, priority and successive tract. Registration does not convalidante the fact inscribable efficiency, and is assumed accurate and valid.
Article 112. Extra rules.
In matters relating to time limits, resources, representation in the record, representation and all of those are not expressly regulated by this law, shall apply the provisions of the law legal regime of public administrations and common administrative procedure.
Article 113. Inspection.
Inspector function on the implementation of this law and of its implementing rules, shall be exercised by the Ministry of labour and Social Affairs, through the inspection of labour and Social Security, without prejudice to the inspection functions that correspond to the various ministerial departments in accordance with their respective competencies.
Article 114. Infractions. Prescription.
1. cooperative societies are responsible for the actions and omissions contrary to this law and its implementing rules and by-laws, without prejudice to due personal responsibilities to directors, auditors or liquidators.
1.1 are minor offences breach of obligations or violations of the prohibitions imposed by this law, which do not pose a conflict, do not disrupt the social activity and can not be described as serious or very serious.
(1.2 are serious breaches: to) not to convene the ordinary General Assembly in time and form.
(b) breach the obligation to sign acts that must necessarily access the registry.
(c) not make allowance, in the terms established in this law, the mandatory funds or use them for purposes other than those provided for.
(d) the lack of Auditors, when this is compulsory, legal or bylaws.
(e) breach, in his case, the obligation to deposit the annual accounts.
(f) widespread violation of the rights of the members.
(1.3 are very serious breaches: to) the cessation of cooperativizada activity or inactivity, social bodies for two years.
(b) the violation of the provisions mandatory or prohibitive of this law, where collusion for profit or fictitiously for subsidies or tax credits.
2. minor, serious and very serious infringements will graduate for the purpose of its corresponding sanction according to the number of affected partners, social impact, malice or falsehood and economic capacity of the cooperative.
3. the infractions will prescribe: the mild, to three months; the grave, to the very serious, a year and six months, counted from the date in which it had been committed.
Article 115. Sanctions and procedure.
1. the minor infractions will be sanctioned with a fine of 50,000 to 100,000 pesetas; the serious, with fine from 100.001 to 500.000 pesetas; and the very serious, with a fine of 5,000,000 500.001 to pesetas, or disqualification regulated in article 116.
2. infringements will be punished, a proposal from the Inspectorate of labour and Social Security, by the governing body of which depend on the recording of cooperative societies, to 1,000,000 pesetas and by the Minister of labour and Social Affairs, up to 5,000,000 pesetas and disqualification.
3. the sanctioning procedure will be provided for the imposition of sanctions for violations of social order.
Article 116. Disqualification of cooperatives.
1 may lead to disqualification of a cooperative society: to) those listed in article 70, on causes of dissolution, with the exception of those referred to in 1.a number), b) and f).
(b) Commission of very serious violations of mandatory or prohibitive norms of this law.
2 the procedure for downgrading shall conform to the law legal regime of public administrations and common administrative procedure, with the following particularities: to) must be mandatorily inform the Inspectorate of labour and Social Security, and if had not issued the report within the period of one month, shall be evacuated.
(b) in the process of hearing society, the governing body is personará or, in their absence, a number of members not less than three. When it is not produced or weren't such a possible appearance, the procedure will be fulfilled post the corresponding notice on the «Official Gazette».
(c) the administrative decision of disqualification will be reviewable in legal proceedings and, if you use, while not justifiably judgment will not Executive.
(d) shall be competent to agree the disqualification on the Minister of labour and Social Affairs.
3. the disqualification, once firm, will take effect registration of trade and will involve the dissolution of the cooperative society.
Title III of article 117 cooperative associations. General principle.
Cooperative societies can partner freely and voluntarily in unions, federations and confederations for the defence and promotion of their interests, without prejudice to be eligible for another associative formula in accordance with the right of Association.
Article 118. Union cooperatives.
1 Union cooperatives will be constituted by, at least, three cooperatives of the same kind and can integrate into another existing union or establish a new union of cooperatives. In both cases, also may be integrated directly cooperative societies, if those statutes are not opposed.
2 social Union cooperatives bodies are the General Assembly, the Executive Council and the intervention.
The General Assembly will consist of officials directly associated cooperatives and, where appropriate, of the unions that comprise it, settling in the statutes the composition and functions of its organs, unless, in any case, the absolute majority of votes they can be attributed to one of its members.
Article 119. Federations and confederations of cooperatives.
1. the federations shall be integrated by cooperative societies Union cooperatives or by both.
2. for the establishment and operation of a Federation of cooperatives will need to directly, or through joints that integrate it, associated, at least ten cooperatives that are not all in the same class.
3 Union cooperatives and cooperative apex organizations can partner in confederations of cooperatives.
4. for the establishment and operation of a Confederation of cooperatives will be accurate, at least three federations of cooperatives grouping cooperatives, at least, three autonomous communities, although the headquarters of such federations do not file in other so many communities.
5. the social organs of the federations and confederations of cooperatives will be the Governing Council and the General Assembly. The statutes shall establish the composition and the number of members of the General Assembly, as well as standards for election and voting rights.
Also regulate the composition and functioning of the Governing Board, which shall consist of at least three members.
Article 120. Rules common to the unions, federations and confederations of cooperatives.
1 a unions, federations and confederations, in their respective fields, are among others, the following functions: to) represent and defend the general interests of cooperatives and their members before the public administrations and any other natural or legal persons and exercise, if necessary, the appropriate legal action.
(b) encouraging the promotion and cooperative training.
(c) exercise the conciliation in disputes arising between the cooperative societies associated with or between them and their partners.
(d) organizing advice, audits and legal or technical assistance services and how many are suitable to the interests of its members.
(e) Act as partners and representatives to institutions and public agencies.
(f) exercise any other activity of a similar nature.
2 unions, federations and confederations of cooperatives acquire legal personality a time deposit, in the registration of cooperative societies, the public deed of incorporation, which shall contain at least: to) the promoting entity relationship.
(b) certification of the agreement.
(c) members of the organs of Government and representation.
(d) certification of the register of cooperative societies that there is no other entity with identical name).
(e) the articles of Association.
3 the statutes will be collected at least: to) its name.
(b) the domicile and territorial area.
(c) requirements and procedure for the acquisition and loss of associated entity status.
(d) composition, performance and choice of their social organs of representation and management.
(e) the same economic regime.
4. the registration of cooperative societies shall, in within a month, the advertising of the deposit or the requirement to its promoters, a one-time partners, that, in within another month, they remedy the defects observed. After this deadline, registration of cooperative societies will have advertising or reject the deposit by a resolution exclusively founded on the lack of any of the minimum requirements referred to in this title.
The publicity of the deposit will be held in the «Official Gazette».
The entity will acquire legal personality and full capacity to act a month elapsed since requested the deposit unless the registration of cooperative societies had formulated reservations or, in his case, rejected the deposit.
5. in the name of associative organizations of cooperatives must include, respectively, the word «Cooperative Union», «CHF», or «Confederation of cooperatives» or abbreviations «u. coop.», «f. de Coop» and «C. Coop.».
6 unions, federations and confederations of cooperatives, to include in its name terms that refer to a particular geographical area, must prove that they are associated, directly or through partners, twenty per cent, at least, of cooperative societies registered and not dissolved, with registered address in that geographical area.
7 unions, federations and confederations must notify the registry of cooperative societies of variation in the number of its members.
8. in all matters not provided for, it will be provisions, in General, under this Act.
First additional provision. Qualification as non-profit entities.
They may be described as cooperative societies non-profit which manage services of collective interest or public ownership, as well as which carry out economic activities leading to the labour integration of persons suffering from any kind of social exclusion and in its statutes expressly collected: to) that positive outcomes that occur in a fiscal year may not be distributed among its members.
(b) the contributions of members to the social capital, both mandatory and voluntary, may not earn interest higher than the legal interest of money, without prejudice to the possible update thereof.
(c) the free character of the performance of the offices of the Governing Board, without prejudice to the coming financial compensation for costs which may be incurred by counselors in the performance of their duties.
(d) pay the worker-members or, where applicable, members of labour and the self-employed may not exceed 150 by 100 to pay depending on the activity and professional category, set the collective agreement applicable to salaried staff in the sector.
Second additional provision. Creation of the Council for the promotion of the Social economy.
The Council for the promotion of the Social economy, as organ consultant and advisory for activities related to the social economy, integrated, through the Ministry of labour and Social Affairs, is created in the General Administration of the State, but not participate in the hierarchical structure of this.
It will act as an organ of collaboration and coordination of the associative movement and the General Administration of the State.
In accordance with the competences assigned to it, and in accordance with the scope of this law, shall have the following functions: 1. collaborate in the elaboration of propositions on any legal or regulatory provisions that affect entities of the social economy.
2 prepare the reports requested by the Ministry of labour and Social Affairs and other ministries.
3. report the programs of development and promotion of the social economy.
4 studies on issues and problems that affect the social economy.
5 ensure that the operation of the companies and organizations adapt to configurators principles typical of this sector.
6. how many other duties and powers attributed you by laws and regulations.
The Council for the promotion of the Social economy will be composed of representatives of the General Administration of the State, the regional authorities, at their request, of the Association of local authorities more representative associations of cooperatives, mutual benefit societies of social welfare, labour societies, intersectoral Association most representative State-level and five persons of recognised prestige in the field of the social economy designated by the Ministry of labour and Social Affairs.
The Presidency of the Council for the promotion of the Social economy will be up to the Secretary general of employment and, by delegation, the Director-General of promotion of the Social economy and the European Social Fund.
The functioning of the Council shall comply with the provisions on bodies in law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure, and the law 6/1997, of 14 April, of organization and functioning of the General Administration of the State.
The appropriations required for its operation shall be entered in the budget of the Ministry of labour and Social Affairs.
Third additional provision. Rights of personal creditors of the partners.
The personal creditors of the partners will not have any right on the assets of cooperatives or partners contributions to the share capital, are unattachable. All of this without prejudice to the rights that can exercise the creditor on refunds, interest and returns that correspond to the partner.
Fourth additional provision. Suspension of payments and bankruptcy.
Cooperative societies will be applicable by default and bankruptcy legislation.
Fifth additional provision. Special rules.
1. cooperative societies shall be wholesalers and will detail as retailers in the distribution or sale, regardless of the rating that corresponds to them for tax purposes.
2. the deliveries of goods and services provided by co-operative societies to their members, whether they produce or acquired from third parties for the fulfillment of its social goals, not shall be regarded as sales.
3 of consumers and users, agricultural cooperatives and cooperatives of carriers, as well as the condition of wholesalers, by what will be of application prices or fees, will also have, for all purposes, the condition of direct consumers to stock up or provide third-party products or services which needed them for their activities.
4. it shall be deemed, for all purposes, internal cooperative activities and will have the character of primary processing operations carrying agricultural cooperatives and cooperatives of second-degree them grouping, with products or materials, even supplied by third parties, provided that they are intended exclusively to its partners holdings.
5. associated work cooperatives and the second grade grouping them, shall have priority in case of tie in contests and auctions for contracts for works or services of the State and other public bodies.
6. housing cooperatives are entitled to the acquisition of land for public management by the system of direct award, for the fulfilment of its purposes.
7. cooperative societies are subject to stipulations in law 26/1984, of 19 July, General Law for the defence of consumers and users, and other provisions on protection of consumers and users, as well as health and welfare provisions when they are applicable.
8. the notarial tariffs, in cases in which the public deed or any other notary public instrument come imposed by cooperative legislation, will have a reduction equal to that is granted to the State.
The same bonus applies to the registration fees, provided that in the case of compulsory registration of acts and contracts under the applicable legislation or aimed at the better fulfilment of the purpose.
Sixth additional provision. Separate accounting.
It will be cause for loss of the status of cooperative tax protected the lack of posting separate cooperativizadas transactions with non-member third parties.
Seventh additional provision. Regime of ventures.
Part of the cooperative outcome corresponding to the proportion of votes it holds social parties with vote holders partners, will have the same consideration that extracooperativos results for the purposes of its tax on tax.
The eighth additional provision. Comprehensive cooperatives.
They will be considered specially protected integrated cooperatives when, with respect to all and every one of its activities, the requirements are met to be considered specially protected.
Ninth additional provision. Cooperative societies qualified as non-profit entities.
The tax regime applicable to cooperative societies qualified as non-profit entities will be established in law 20/1990, of 19 December, of Fiscal regime.
Tenth additional provision. Arbitration.
1. discrepancies or disputes that may arise in the cooperatives, among the Governing Council or parents, the resources Committee and members, even in the period of liquidation, may be submitted to arbitration of right regulated by law 36/1988, of 5 December; However, if the dispute mainly affect cooperative principles you can go to arbitration of equity.
2 given the nature of the business and social arrangements device, are not excluded from the previous possibility nor the claims for annulment of the General Assembly, or challenging turn or guiding arrangements; but the arbitrator may not pronounce on those ends which, if any, are beyond the power of the parties.
Eleventh additional provision. Annual programmes for the impulse, promotion and development of cooperatives.
The Ministry of labour and Social Affairs shall draw up and carry out annual programmes for the impulse, promotion and development of cooperatives, following a report from the Council for the promotion of the Social economy.
Twelfth additional provision. Building for job creation measures.
Shall apply the worker-members of cooperatives of associated work and the work of other kinds of cooperatives partners all standards and incentives on employees relating to the consolidation and creation of stable jobs, both concerning insurance as to the modes of recruitment.
Thirteenth additional provision. Statutory regimes.
This law shall apply without prejudice to specific Governments existing regimes in tax matters established in regulations and agreements in force in the matter.
First transitional provision. Temporary application of the Act.
Records of cooperative initiated before the entry into force of this law shall be handled and resolved in accordance with the provisions hitherto in force. The content of Scripture and the statutes of the cooperative societies existing at the entry into force of this law, may not be applied if it opposes this, understanding modified or completed by many prohibitive or mandatory standards are contained in the same.
Second transitional provision. Adaptation of cooperative societies to the provisions of the law.
Cooperative societies, established prior to the date of entry into force of this law, shall have a period of three years from the date of entry into force of the same, to adapt its statutes to the provisions of this law.
The agreement of adaptation of statutes shall be adopted at General Assembly, being sufficient vote of more than half of members present and represented. Any Director or partner will be entitled to request the governing body of the call of the General Assembly for this purpose and if, after two months since the request had not been made the call, who may request it from the Court of first instance of the registered office after hearing of the advisers, agreed to proceed by designating, in his case, the person who shall preside over the meeting.
After three years from the entry into force of this law shall not be entered in registration of cooperative societies document cooperative societies subjected to this law until not be entered the adaptation of its bylaws. Except the titles relating to the adaptation to this law, cessation or resignation of Directors, auditors, members of the resources Committee or liquidators and revocation or surrender of powers, as well as the transformation of the society or its dissolution and appointment of liquidators and the seats ordered by the judicial or administrative authority.
Third transitional provision. Consolidation of denominations.
Certificates and register of designations made by the Registrar of cooperative societies until the entry into force of this law, shall for all purposes as consolidated.
Fourth transitional provision. Adjustment of the remuneration of voluntary contributions.
Cooperatives will have a period of three years from the date of entry into force of this law, to adapt the remuneration of voluntary contributions to the share capital subscribed prior to the entry into force of this law, to the provisions contained in the same.
First repealing provision. Repeal of the Act of April 2, 1987.
They are hereby repealed many rules oppose provisions of this law and, in particular the law 3/1987, of 2 April, General cooperative, except as stated in its title I, chapter III, until the forecast contained in the first final provision of this law is met.
Second repeal provision. Suppression of the cooperatives of integration.
Integration cooperatives established under cover to the third additional provision of Royal Decree 84/1993, of January 22, which approves the regulations implementing the law 13/1989, of May 26, credit unions, without prejudice to the provisions of the second transitional provision of this Act shall be deleted.
Third repealing provision. Suppression of the Council of the promotion of the Social economy.
Repealing paragraph 2 of article 9 bis added to the Royal Decree 1888 / 1996 of 2 August, basic organic structure of the Ministry of labour and Social Affairs, as well as the provisions mentioned in that paragraph, of Royal Decree 140/1997 of 31 January, whereby partially amending the organic basic structure of the Ministry of labour and Social Affairs and becomes the National Institute of social services in Institute of migration and social services.
First final provision. Registration of cooperative societies.
The Government, on the proposal of the Minister of labour and Social Affairs, will be adopted in a period not exceeding six months from the publication of this law, the regulations of the registry of cooperative societies.
Second final provision. Creation of new kinds of cooperatives.
The Government, on the proposal of the Minister of labour and Social Affairs and following a report of the Council for the promotion of the Social economy, can create new kinds of cooperatives, where necessary for the development of any sector of the cooperative movement.
Third final provision. Legalization of books and deposit accounts.
The Government, on the proposal of the Ministers of Justice and labour and Social Affairs, will dictate the necessary rules so that cooperatives have to legalize the books and deposit your annual accounts in a single record.
Fourth final provision. Consolidated accounts of the cooperative group.
The Government, on the proposal of the Minister of economy and finance, shall adopt the necessary rules which will be established in which cases the cooperative group will be obliged to formulate consolidated annual accounts and the management report.
Fifth final provision. Rules for the implementation and development of the law.
The Government, on the proposal of the Minister of labour and Social Affairs, may issue rules for implementation and development of this law.
Sixth final provision. Application of Social security provisions for part-time contracting cooperatives.
Social security provisions for part-time contracts, will be subject to amendments and adaptation that are accurate for its application in the field of integral and associated work cooperative societies. To this end, the Government shall in within a year from the entry into force of this law corresponding regulatory development, implementation of provisions in the fourth additional provision of the General Social Security Act.
Therefore, command to all Spaniards, private individuals and authorities, which have and will keep this law.
Madrid, 16 July 1999.
JUAN CARLOS R.
The Prime Minister, JOSÉ MARÍA AZNAR LÓPEZ