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Law 3/1987, Of 2 April, General Cooperative.

Original Language Title: Ley 3/1987, de 2 de abril, General de Cooperativas.

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TEXT

JOHN CARLOS I,

KING OF SPAIN

To all who present it and understand it.

Sabed: That the General Courts have approved and I come to sanction the following Law:

The General Law of Cooperatives of 19 December 1974 and, in particular, its 1978 Regulation, constituted an important improvement in the regulation of Cooperative Societies, even though it had to move within the framework established by the Law that developed and is, in turn, from different political and socio-economic budgets than those currently in force.

The change experienced both in the Spanish political system and in the structure of the State, with the attribution of different competences in cooperative matters to the Autonomous Communities, and the mandate of the Spanish Constitution Article 129 (2) of the Treaty requires the public authorities to promote, by means of appropriate legislation, the Cooperative Societies, new facts which call for a reform of the legal system of the Cooperative Societies and of the the ability to associate them.

It also calls for the reform of the Cooperative Societies regime, the need to improve the legal means at the disposal of the partners so that the principle of their participation in government and control of the Society is not a formal statement, but a reality in practice, without any sense of effectiveness in management.

Likewise, the demand to strengthen the development of the business activity of the Cooperatives, makes it necessary: to improve or to create the systems that stimulate in the Cooperative Societies the increase of the own financial resources; strengthen the guarantees of third parties in their economic relations with the Cooperatives; expand the control mechanisms on the management and, with pragmatism the realities of the market, open up the possibilities for certain classes of Cooperatives, to conduct operations with non-partners.

The nature and characteristics of the Cooperative Societies, requires avoiding a rigid regulation of the same, in order to enable and respect the self-regulation of the partners to fix, through the Statutes, the rules on which the company is to be governed, which requires the introduction of a large number of cases into the law which will make it more flexible to set standards with general criteria.

The law of the Autonomous Communities with legislative powers in the field of Cooperatives has also been introduced into the law of this Law.

The rule is structured into three titles with 163 articles, four additional provisions, nine transitional, six endings and one repeal.

I. The first title, dedicated to the regulation of the Cooperative Society, opens with a chapter of general provisions, which begins with a descriptive definition of the Cooperative Society, configured with fidelity to the cooperative principles proclaimed by the International Cooperative Alliance.

The most important innovation contained in this chapter is the possibility that Cooperatives may be able to conduct operations with non-partners even if exceptional circumstances are not present.

As we know, one of the fundamental problems in the current reality of companies, regardless of the nature of the person who is the owner, is to achieve a sufficient volume of economic activity, such as budget to maintain a competitive situation on the market.

This problem is exacerbated in the cooperative enterprises, when the so-called mutual principle is intended to be maintained, according to which the Cooperative can only carry out activities and services in The principle of exclusivity which, on the other hand, has never been proclaimed by the International Cooperative Alliance and which, in comparative law, has been applied with great flexibility.

However, the innovation that is introduced to extend the possibilities of the Cooperatives to carry out operations with third parties is framed by rules aimed at maintaining the Spanish legislative tradition of a demanding congruence with the cooperative principles. Thus, in order to prevent such activities from being a profit for the partners, it is established that the positive or negative results obtained by the cooperative activities or services carried out with third parties will be charged to the Reserve requirement, while imposing the need to reflect in the accounts clearly and unequivocally the cooperative operations carried out with third parties.

II. The regulation of the procedure for the formation of the Cooperative Society responds, essentially, to three objectives: to stimulate the participation of the partners in the process of birth of the Society, to strengthen the guarantees of the partners, The Commission has also proposed a flexible procedure for setting up a flexible procedure to meet the various needs arising from the very large number of the collective that is part of the new society or the new society. The other is a short number of partners.

In order to stimulate the participation of the partners in the process of founding of the Society it is essential the innovation introduced with the figure of the Constituent Assembly, in which the promoters partners have to deliberate and approve the Statutes of the Cooperative, to designate the persons who are to occupy the different positions of the first organs of the Society and to define themselves on the various aspects that affect the entire process of the birth of the Cooperative.

In order to strengthen the guarantees of the promoters and even of the future partners and the third parties with the Society and the Administration, the requirement of public writing is maintained and introduced important innovations in their minimum content.

It is also worth highlighting the innovation of reducing to five the number of partners needed for the constitution and operation of a first-degree cooperative, extending, with realism, the possibility of small access the cooperative system, and to reduce to two the minimum number of Cooperatives to constitute the second or the subsequent degree, expanding the possibilities of economic integration.

III. The effectiveness of the Register of Cooperatives, defined by the principles of material and formal advertising, legality and legitimization, is improved and its organization is adapted to the new structure of the State of the Autonomies.

IV. With regard to the regulation of the partners, although the lines of the previous legal regime have been followed, changes have been made to the practice.

For the acquisition of the membership condition, the obligation of the member is established to pay at least the minimum contribution to be made by the Statutes.

In relation to the partners ' voluntary decline, the notice period, which may be set by the Statute, is reduced from one year to three months.

The commitment of the partner to not unsubscribe voluntarily without a fair cause can only be reached within five years, compared to the ten years laid down in the previous legislation, and measures aimed at ensure compliance with the above commitment.

But the most important innovations are the introduction of compulsory leave and the deepening of the regulation of the work partner.

The mandatory drop occurs in those assumptions where the partner cannot continue in such a condition, even if the removal penalty is not applicable for appropriate conduct.

In relation to the work partners, the previous regulation is complemented by establishing special rules for the allocation of losses, in defence of the peculiarities that are met in these partners, and are fixed limitations in terms of the number of work partners that can integrate, simultaneously, the Rector Board.

V. In the regulation of the associate's figure, deep innovations are introduced that aim, within the general orientation of the present Law to promote the development of the business activity of the Cooperative, the stimulate the increase of own financial resources.

Maintaining the autonomy of the Cooperatives to incorporate or not the figure of the associate in their Statutes, the field of the persons who can be associated is extended, empowering to be any natural or legal person, public or private, regardless of whether or not it had previously been a cooperative partner.

The possibilities of the partners to make contributions to the social capital are also extended, as the limitations set out in the previous legislation disappear, which are reduced to the sum of the contributions of the The partners may not be more than 33 per 100 of the contributions of the entire partners to the share capital.

The criterion is maintained that the associates in no case will have the right to return, perceiving for their contributions to the social capital only the interest agreed, as well as the limitations to the voting rights of the associates in General Assemblies, the total sum of which will not exceed 20 per 100 of the total votes of the members of the Cooperative, and, without giving up the criterion of prohibition of the associates holding posts in the social organs, is open to a greater participation of these in the life of the Society, by making it possible that the Statutes can provide for the assistance to the meetings of the Governing Council, with a voice and without a vote, of a representative elected from among the partners, for these.

VI. In the regulation of the General Assembly, modifications are introduced aimed at facilitating and enhancing the participation of the partners in the government and control of the Society; avoiding maneuvers aimed at circumventing the manifestation of the will of the The sovereign body of the Cooperative; to deepen the democratic character of the Society, preventing a minority from paralyzing the development of the same or converting it into a closed institution and facilitating the adoption of agreements by the Assembly General, in particular those related to possible increases in own financial resources.

In the same direction is the innovation of the character of precept that happens to have in our legislation the agreement of the General Assembly to establish the general policy of the Cooperative.

From a doctrinal point of view and from the adequacy of our legislation to the cooperative principles, the most important modification occurs in the regulation of the right to vote in First-Degree Cooperatives, where it is unambiguously retrieves the application of the known "one partner, one vote" principle.

In recognition of the fact that the problem posed in certain classes of Cooperatives does not only affect the partner, but it transcends the family group as a whole, the possibility that in certain classes of Cooperatives the partner can be represented in the General Assemblies by their spouse, ascendant or descendant.

With regard to the functioning of the Assembly and in order to enhance the freedom of action of the Assembly, the innovation is introduced that the agreement on any point of the agenda should be adopted by secret ballot, if the requests 10 per 100 of the votes, present and represented.

As for the regulation of the majorities necessary for the adoption of agreements, the general principle remains that these will be adopted by more than half of the votes validly expressed, reducing the assumptions in the the majority of the two-thirds of the votes present and represented will be necessary and the possibility that the statutory majority may be established may be established.

Finally, in relation to the General Assembly composed of the appointed Delegates at Preparatory Boards, there are numerous innovations introduced.

The members of the Board of the Board should be elected from among the members present in the Board, disappearing the possibility, which existed in the previous regulation, that the President and Secretary of the Board could be appointed by the Governing Council.

An end to the contradiction that meant that the partners could reserve the right to attend the General Assembly of Delegates personally.

It is established that in order to be proclaimed Delegate the minimum number of voting delegations to set the Statutes must be obtained; the election as a Delegate will be valid only for the General Assembly in question, even if it is opened The possibility for the Cooperatives of more than 5,000 partners, that, if provided by its Statutes, the election as Delegate can be valid for all Assemblies that are held in a period of up to three years.

It is prohibited that members who hold social charges may be elected Delegates, and the possibility that the mandate given by the Delegates may be of an imperative nature disappears.

VII. In the regulation of the Rector Council, the most important innovations respond to the need to strengthen the efficiency in management, directly or indirectly, by means of modifications that sometimes affect the internal life of the Society and others tend to strengthen the guarantees of third parties in their economic relations with the Cooperative. Other criteria that have presided over the innovations introduced are to increase the self-regulatory faculty of the Cooperative and to improve the control mechanisms.

One of the most important problems that the Cooperative Society had in its configuration and which significantly affected its economic relations with third parties, was that of the nature of limited or not of the faculty of representation of its managing bodies. Problems which, on the other hand, have also been affecting other types of companies.

Our right, in particular since the publication of the Law on Limited Liability Societies and in accordance with the dominant doctrine, has been oriented towards the acceptance of the criterion of the ilimitability vis-à-vis third parties of the representation of the Company.

The acceptance of the aforementioned criterion in the new regulation of the Cooperative Society, in addition to situating the configuration of the same within the prevailing current in the doctrine and legislation, powers the possibilities for the development of the business activity of the Cooperative, in strengthening the guarantees of the third parties in their economic relations with the same.

In the orientation of strengthening the self-regulatory faculty of the Cooperative, the Law leaves it to the discretion of the Cooperative to establish the extent of the powers conferred upon the Director with respect to the ordinary business traffic.

Within the criterion of facilitating the control of the Society, harmonizing it with the convenience of the stability of the managing bodies, are the innovations introduced on the revocation of their posts to the members of the Governing Council, for which agreement, if the matter is not on the agenda, a qualified majority of two-thirds of the total votes of the Cooperative is required.

The same orientation also responds to the modifications introduced in the regulation of the action of responsibility against the members of the Rector Council.

Important innovation in order to facilitate and increase the means of control at the disposal of the partners, is the possibility, which is introduced for the first time in our law, that the partners can contest the Council agreements, reaching that possibility, also, to the agreements of the Director.

VIII. With regard to the regulation of the Interventors, the maximum period of their term of office is reduced to three years, in one month the time limit for the Interventors to issue their report is given and the power to issue a report is clearly defined. separated, in case of disconformity.

But the most important innovation is the requirement to submit the annual accounts to external audit in the cases in which the Law or the Statutes are established or the General Assembly agrees, establishing rules aimed at ensure the seriousness of such external audits.

IX. The figure of the Resources Committee is introduced, the use of which, in any case, is left to the criterion of the Cooperative, will be able to speed up the resolution of the resources against the agreements of the Rector Council, which before could only be solved by the General Assembly, and, in addition, will be able to decongest the agenda of the General Assemblies, a consequence that will have greater importance in the Cooperative of broad social base.

X. The main object of the innovations introduced in the chapter on economic regime is the strengthening of the Cooperatives in its business sector, to which the aim is to change oriented, some, to promote the increase of own financial resources and, other, in defense of the solvency and economic credibility of the Cooperative.

In the direction of boosting the increase of own financial resources, there are the innovations introduced in the regulation of contributions to social capital that, in relation to the obligatory ones, opens the possibility that, if This is provided by the Statute, can be agreed by more than half of the votes validly expressed and, in respect of the volunteers, introduces the novelty that the partner can use them to cover the new mandatory contributions that the General Assembly and to satisfy the losses that are imputable to you.

Also, rules on the transmission of contributions are relaxed, admitting the possibility, in certain cases, of their transmission by inter-living acts, to the spouse, ascendants and descendants who, even if not (a) the Commission is required to make a decision on the basis of the information provided by the Member State of the European Union. With this innovation, moreover, the adaptation of the legislation to the sociological reality, which requires the recognition of the importance acquired by the cooperative fact in the interfamily relations, especially in some classes of Cooperatives, as in agriculture.

The same criterion presides over the regulation of the ways of making cash the return that, in addition to maintaining the possibility of its incorporation into the social capital, facilitates that, if they have been incorporated into a Fund regulated by the Assembly General, the partner can, at any time, allocate it to meet the losses that are imputed to it and to cover new mandatory contributions.

But, from a structural aspect, the most important innovation introduced in order to increase its own financial resources, is to raise the percentage of net surpluses to the Fund. Mandatory reserve. This innovation is complemented by the fact that, by agreement of the General Assembly, a voluntary reserve fund, which will have the character of irreparable, can be provided by the General Assembly.

In defense of the Credit Union's solvency and economic credibility, the matization introduced in the regulation of the minimum social capital is placed, when it establishes that it will have to be disbursed and, in order to fix the figure of the Paid-up capital, deductions made on contributions to the satisfaction of the losses attributed to the partners shall be subtracted.

In the innovations that are introduced in the regulation of the allocation of losses, the purpose of defending the solvency of the Cooperative and of achieving a regulation consistent with the principles that have of shaping the structure and functioning of the institution.

The previous legislation, in relation to the allocation of losses, did not provide for any limitation on the amount of the losses attributable to the compulsory reserve fund, which made it possible that, when there was surplus, the partner won, and when there were losses it was the Cooperative that supported them.

In the new regulation that is established, losses that originate from the cooperative activity, carried out with the partners, can only be charged up to a maximum of 50 per 100 to the Mandatory Reserve Fund, and the rest, unless the previously mentioned voluntary reserve fund existed, will be charged to the partners in proportion to the cooperative activity actually carried out by each one. At this point, it is also worth noting the novelty which means that if the activity actually carried out by the partner is less than that which, at least, is obliged to make by statutory provision, the imputation of losses will be realized in proportion to the activity that you are required to perform at least.

In defense of the open door principle, limits are set for the amount of the revenue to be paid by the new partners. The purpose of avoiding situations of preponderance within the Cooperative, determines the innovation of reducing the total amount of contributions that can be made to the social capital by each partner.

One of the problems inherent in the structure of the economic regime of the Cooperative Societies is that the partner, being low, for any cause, or when the Cooperative is liquidated, receives as a refund of its contributions the nominal of these, regardless of the time between disbursement and reimbursement, resulting in inflation, a difference, in real terms, between the disbursements and what is reimbursed to the partner. What, if on the one hand can create situations contrary to equity, is evident that it makes the capitalization of the Cooperatives difficult.

The Cooperative Companies Regulation of 1978 resolves this issue by distributing the balance resulting from the balance sheet regulation, without any limitation, in proportion to the amount of the contributions to the capital social. That is to say, with criteria that may be suitable for a structure of societies of a capitalist nature, but that applied to Cooperative Societies is not only contradicted by the reporting principles of its structure and operation, but, Even, it can endanger the livelihood of the Society; remember, to the effect, the principle of open door that governs the same, and the obligation to reimburse the partner for their contributions to the social capital in case of low.

In the new regulation on the updating of the contributions, as the limitation of the update cannot be higher than the General Industrial Price Index, the solution to the problem that is intends to resolve, and by establishing that the results of the Balance Sheet update will be allocated 50 per 100 to the Mandatory Reserve Fund and the other 50 per 100 to the update of the contributions, it seeks to harmonize the legitimate interests individual members and those of the cooperative society as a whole.

XI. In relation to the social documentation and accounting of the Cooperative, innovations aimed at strengthening the guarantees of both the members of the Society and the third parties are introduced, while the rules on the binding, foliation and diligence of the books, in order to enable the use of new techniques of administrative and accounting mechanization.

XII. In terms of the modification of the Statutes, it is important to highlight the innovation that makes it possible in the case of the cooperative's class change, the separation of the partner, calling it justified.

A new and detailed merger regulation is established in which the defense of the interests of the partners and the third parties is harmonized with the agility of the procedure. New possibilities for the adaptation of the Cooperative Society to their social and business needs are also opened by introducing the new figure of the merger.

XIII. In relation to the dissolution of the Cooperative, the cessation or inactivity of the social organs or of the cooperative activity is introduced as causes of dissolution; it is regulated how much it affects the effectiveness of the dissolution, putting an end to the regulatory vacuum that existed on this matter, and opens the possibility that the Society in liquidation can be reactivated, when certain assumptions are present.

In terms of settlement, the transfer of functions of the Rector Board to the Liquidators is more precisely regulated and the possibility of the appointment of the Interventors of the liquidation to the request of 20 per 100 of the the social votes of the Cooperative, or the Union of Obligationists and the Ministry of Labour and Social Security.

It is also important to highlight the innovation that means the creation of a system of dissemination and publicity of the final balance sheet that can replace the approval of the same by the General Assembly when its celebration is impossible, facilitate the legal extinction of Entities that, not in fact, lacked legal channels to formalize their disappearance.

XIV. As regards the classes of Cooperatives, the criterion of classification of the previous legislation has been broadly maintained. The orientation of the innovations introduced has been to adapt the regulation of each of them, with the maximum pragmatism, to their real needs in order to the development of their activities.

With respect to the Associate Work Cooperatives, important innovations have been introduced, regulating, for the first time in our law, a set of issues related to the problems that arise in every company (a) the provision of the work, and to which the Cooperative Society is not employed, and which, however, in respect of the latter, was not covered by the legislation.

Rules on the work of partners under the age of eighteen are set. The regulation of the test period of the workers ' partners is adapted to the specific characteristics of the working partner, and it is also necessary to prevent abuse in the use of the figure of the worker in question. test.

Also, rules are established on working days, minimum weekly rest, permits, holidays and annual leave, although reserving a wide margin for the autonomy of the Cooperative.

Greater importance, however, have the innovations that mean opening up the possibility and regulating in detail the different assumptions in which the partner has the right to temporarily suspend the obligation to lend his/her work, as well as to empower the Cooperative, when economic, technological or force majeure causes, to agree the suspension of the partner's right to lend his or her work and even the compulsory absence thereof, establishing the a nuanced regulation.

A regulation is introduced aimed at solving with realism the problematic that poses to this class of Cooperatives the assumptions of succession of companies, contracts and concessions.

In the Housing Cooperatives there are numerous innovations introduced. Among the most remarkable is to point out the possibility that, in addition to natural persons, certain legal persons may also be partners. The limitation that they can only be of provincial scope disappears, but the need is established that when the Cooperative develops more than one promotion or phase simultaneously, the General Assembly must be of Delegates, and there will be so many Preparatory meetings such as phases or promotions are developed.

It establishes the need to submit to external audit the annual accounts of the financial year, prior to its approval by the General Assembly, when the Cooperative promotes a certain number of houses or premises, or when simultaneously develops different promotions.

It is prohibited that a single physical person may be simultaneously a member of the Rector Board in more than one Housing Cooperative.

The greatest novelty of the Law, in relation to the classes of Cooperatives, is the regulation, for the first time in our law, of the Community Operating Cooperatives of the Earth.

The normative vacuum in which this class of Cooperatives has been developed, the demand to avoid the denaturalization of the figure of the Cooperative Society together with the peculiarities that are present in the Cooperatives of Community exploitation of the Earth, has made it necessary to establish an extensive and nuanced regulation.

It starts with the delimitation of its concept, it enters into a thorough determination of the people who can be partners, whether in their condition as cedents of the use of goods susceptible of agricultural exploitation, or in their condition of workers ' partners, setting out the peculiarities of the scheme applicable to them. The transfer of the use of goods is regulated and special rules are established on the economic regime of the Cooperative.

In the Services Cooperatives, given the diversity of the economic sectors in which it has an impact, rules are established in order to make it possible that the denomination of the same can reflect the peculiarities of the activity that develop the partners that integrate them.

The Insurance Cooperatives, whose possibility in our legal order is initiated by the publication of the Law 33/1984, of 2 August, on the Management of Private Insurance, are regulated taking into account the requirements that come determined by the peculiarities of the insurance activity.

In the classes of Cooperatives the Health Cooperatives are introduced, collecting a repeatedly manifested aspiration.

The possibility of carrying out cooperative operations with non-partners in the Agricultural Cooperatives of the Sea and those that become known as the Consumers and Users Cooperatives opens up.

The regulation of the Educational Cooperatives implies not only a change in their denomination with respect to the old School Cooperatives, but a new approach to them, in order to adapt them with pragmatism to the sociological reality of the sector to which they are addressed.

Finally, it is noteworthy that the enumeration of the classes of Cooperative contained in Chapter XII of this Law is open to the possibility of creating new classes of Cooperatives, in all cases in which the socioeconomic reality, given the power granted to the government by the effect of the second final provision.

XV. Title II deals with the relations between the Public Administration and the Cooperatives, proclaiming that the State recognizes as a task of public interest the promotion and encouragement of Cooperative Societies. The Ministry of Labour and Social Security is entrusted with acting in the cooperative order, without prejudice to the specific powers of the other ministerial departments, and the possibility of temporary intervention by the Cooperatives is foreseen. by the Public Administration in cases where exceptional circumstances are present.

XVI. Title III is dedicated to cooperative associationism.

Its regulation, in addition to responding to the principles of autonomy and freedom of association enshrined in the Spanish Constitution and prevailing in the comparative law of our political and cultural environment, is also present. the new structure of the State, which has determined the assumption of legislative powers in the field of Cooperatives by various Autonomous Communities, so that, without prejudice to the framing of associationism in a context of pluralism, its regulation of sufficient flexibility in order to facilitate the development of a solid cooperative state-wide partnerships.

Finally, the Superior Council of Cooperativism is set up as an advisory body and an advisor to the Central State Administration for the activities of the State, which are related to cooperativism. reconciliation and cooperative arbitration functions.

XVII. In the additional provisions, questions related to the powers conferred by this Law are specified, the computation of the deadlines is clarified, the possibility for transformation in the Cooperative Societies of the Societies is opened. Agricultural Transformation and of those that have been called Labor Societies and, finally, rules on the Social Security of the worker partners of the Associated Work Cooperatives and of the work partners.

In the regulatory norms of the transitional law stand out the references to the Credit Union, as well as those concerning the obligation of the adaptation of its Statutes by the Cooperatives to the norms of this Law.

Of the final provisions, the first one, which sets the scope of application of this Law, is particularly important, in accordance with the competences that some Autonomous Communities have in the field of Cooperatives.

TITLE FIRST

From the Cooperative Society

CHAPTER FIRST

General provisions

Article 1. Concept.

1. Cooperatives are societies that, with variable capital and democratic structure and management, associate, under free adherence and voluntary leave, persons who have common socio-economic interests or needs, for whose satisfaction and Community service is engaged in the development of business activities, with the economic results being attributed to the partners, after the Community funds have been taken into account, depending on the cooperative activity they carry out.

2. Any economic activity may be organized and developed through a Company incorporated under this Law.

3. Cooperatives shall be adjusted in their structure and function to the principles formulated by the International Cooperative Alliance in the terms set out in this Law.

Article 2. Autonomy.

The management and governance of the Cooperative Societies is solely for these and their partners, without prejudice to the provisions of Title II of this Law.

Article 3. Address.

The Cooperative Society will have its registered office, within the territory of the Spanish State and the area of the Company, in the place where it will preferably carry out its activities with its partners or centralize its administrative management. and the business address.

Article 4. Name.

1. The name of the Company shall necessarily include the words 'Cooperative Society' or its abbreviation ' S. Coop. "

2. No Cooperative Society may adopt a name identical to that of another already pre-existing. The inclusion in the name of reference to the class of Cooperatives shall not be sufficient to determine that there is no identity in the name.

3. Cooperative societies shall not be able to make any misleading or misleading names in relation to their scope, social object or class, or to any other type of Entity.

4. No other Private Entity, Company, Association or individual entrepreneur may use the term "Cooperative" or "Coop." or any other similar term to be confused, unless otherwise favourable to the Board of Governors of the Cooperativism.

Article 5. Operations with third parties.

1. Cooperative societies may carry out cooperative activities and services with non-partners only when, for the type of cooperative concerned, this law provides for this and under the conditions and limitations it establishes.

2. However, any Cooperative Society, whatever its class, when, due to exceptional circumstances not attributable to it, it operates exclusively with its partners and, where appropriate, with third parties within the limits established by this Law. in the case of the cooperative class concerned, a reduction in activity which jeopardises its economic viability, may be authorised to carry out or, where appropriate, extend activities and services with third parties, by the deadline and until the amount to be set by the authorisation in accordance with the circumstances.

The application will be resolved by the Directorate General of Cooperatives and Labor Societies of the Ministry of Labor and Social Security, which will collect as many reports as it deems appropriate. In the case of Insurance Cooperatives, the authorisation shall be the responsibility of the Ministry of Economy and Finance, after reporting by the Directorate-General for Cooperatives and Labour Societies.

3. The results, positive or negative, obtained by the Cooperative Societies of the activities and services carried out with third parties, shall be charged to the Compulsory Reserve Fund.

CHAPTER II

From the constitution

Article 6. Legal personality.

The Cooperative Society shall be constituted and shall have legal personality from the moment when the public deed of incorporation of the same is entered in the corresponding Register of Cooperatives.

Article 7. Minimum number of partners.

First-degree cooperatives must be integrated by at least five partners. The second or subsequent grade, by at least two Cooperatives.

Article 8. Negative naming certification.

1. The certification that there is no registered other Cooperative Society with the same name as the one intended to adopt another Cooperative, for its constitution or for the modification of its name, shall be issued by the Central Section of the Register of Cooperatives of the Directorate-General of Cooperatives and Labour Societies of the Ministry of Labour and Social Security, in accordance with the data obtained therein.

2. The registered name shall be reserved for the Cooperative, in formation or constituted, applicant for the same, for a period of four months, to count from the date of the certification; this period may be extended by the General of Cooperatives and Labour Societies, if the applicant has started the registration process with the Register of Competent Cooperatives.

Article 9. Constituent assembly.

1. The Constituent Assembly shall be composed of the promoters of the Society. If the Projected Cooperative is first grade, each promoter shall have one vote and, if it is second or later, the vote may be multiple, in accordance with the criteria of proportionality of the vote to be set by the Constituent Assembly itself, those provided for in this Law.

The President and the Secretary of the Constituent Assembly shall be elected from among the promoters in attendance.

2. The constituent assembly shall at least deliberate on the following:

(a) Appointment, among the promoters, of the manager or managers to carry out the necessary acts for the registration of the projected Cooperative Society.

b) Cooperative class that is projected to constitute.

c) Approval of the Social Statutes.

d) Appointment, among the promoters, of those who, once the Society is registered, are to occupy the different positions of the first Rector Council, the Interventor Council and, where appropriate, those of the Resources Committee. They may also appoint substitutes for the same, including the posts of President and Vice-President, although, in respect of the latter, the replacement may not be carried out after the registration of the Company.

e) Designation, among the promoters, of the persons to grant the writing of constitution. Their number may not be less than five and, in any case, among the grants shall be at least the promoters appointed as Secretary of the Constituent Assembly and as managers, as well as those appointed to hold the positions of the first Council Rector and that of Interventor or Interventors.

In the second or subsequent levels, the designation to grant the writing of the constitution shall be made by natural persons who are partners of the sponsoring cooperatives.

The positions of President and Secretary of the Constituent Assembly are compatible with that of the manager and the positions of the first Rector or Interventor Council.

(f) Where appropriate, the form and time limits in which the promoters shall pay up the part of the minimum mandatory contribution to be a partner, underwritten and undisbursed.

g) Approval of the value of non-cash contributions, if any.

3. The minutes of the constituent assembly shall contain the agreements adopted and shall contain the list of promoters with the data set out in Article 11

2).

The act shall be certified by the sponsor who exercises the functions of the Secretary of the Constituent Assembly, with the approval of the President of the Assembly.

4. If the public deed of incorporation was granted by the whole of the promoters of the Company and no use of the faculty referred to in Article 13 was made, to obtain the prior qualification of the draft of the Statutes by the Register of Cooperatives shall not be required to hold a Constituent Assembly.

Article 10. The Cooperative Society in constitution.

1. The managers shall act on behalf of the future Company and shall carry out all the activities necessary for their formation, with the Company being responsible for the expenses incurred for such actions.

2. Compliance with the acts and contracts concluded on behalf of the Projected Cooperative before their registration shall be jointly and severally liable to those who have concluded them.

The contracts will be assumed by the Cooperative after registration, as well as the costs incurred in obtaining it, if they are necessary for its constitution, are expressly accepted by it within three months from their registration or if they have been stipulated, within their faculties, by the persons to that purpose designated by the Constituent Assembly or, failing that, by all the promoters. In these cases, the joint liability referred to in the preceding paragraph shall cease, provided that the social assets are sufficient to meet the obligations incurred.

When the writing of the constitution does not register in the Register of Cooperatives within the year since its granting, the assets contributed to the Cooperative and its fruits will be affected to the fulfillment of the acts and contracts held on behalf of the Commission, without prejudice to the joint and several liability of the persons referred to in the first subparagraph of this number.

3. As long as registration is not registered, the projected company must add to its name the words "in constitution".

Article 11. Relationship of promoters.

1. The promoters must meet the conditions required to acquire the status of the Cooperative's partner, in accordance with the rules laid down in this Law, for the class of Cooperative concerned, and in the Statutes of the Cooperative.

2. The relationship of promoters shall contain the following information: If they are natural persons, the name, surname, age, state, national identity card, profession, domicile and nationality; and if they are legal persons, name or social reason, code identification, address and nationality.

The class of exploitation must also be expressed that the promoter is a holder, the professional activity that he exercises or the teaching center of which he is a student, when, for the purpose of the class of Cooperative in question, these aspects are requirements to be a partner.

Article 12. Minimum content of the Statutes.

The Statutes of Cooperative Societies shall express:

1. The name.

2. The address.

3. The territorial scope within which the Cooperative can develop cooperative activities with its partners.

4. The business activities to be developed by the Cooperative for the fulfillment of its social purpose.

5. The duration of the Society.

6. The responsibility of the partners for the social debts.

7. The requirements for admission as a partner.

8. The quantification of the minimum mandatory participation of the partner in the business activity that the Cooperative develops for the fulfillment of its social purpose.

9. Rules of social discipline, classification of faults and sanctions and sanctioning procedure.

10. The form of publicity and the time limit for the convocation of the General Assembly, ordinary or extraordinary, in the first and second convocation.

11. The minimum social capital.

12. The minimum mandatory contribution to the share capital, as well as the part which, of that compulsory contribution, must be paid in order to acquire the status of a partner, in accordance with Article 73 (2

.

13. Any other requirements imposed by this Law.

Article 13. Prior qualification of the draft Statutes.

1. It shall be the powers of the managers, unless otherwise agreed by the Constituent Assembly, to request from the Register of Competent Cooperatives the prior qualification of the draft Statute or to proceed directly to the granting of the constitution, without the prior qualification.

2. In order to obtain the preliminary qualification of the draft Statute, the managers, the application for a qualification addressed to the authority of which the corresponding Register of Cooperatives depends, must accompany two copies of the minutes of the Assembly The Constitution, with its draft Statutes, and the certificate, of the Central Section of the Register of Cooperatives of the General Directorate of Cooperatives and Labor Societies, that no other Company with the same name exists. In the case of Insurance Cooperatives, the Ministry of Economy and Finance shall also be authorised to accompany them.

If, in the Register of Competent Cooperatives, they are assessed in the draft Statutes, they shall be communicated to the managers, who, unless otherwise agreed by the Constituent Assembly, shall be entitled to to correct any defect that would prevent the favourable qualification of the Statutes. In any event, the time limit for correcting the defects shall be three months after notification of the defects.

Article 14. Writing of constitution.

1. The public deed of constitution, unless granted by all the promoters, must be written by the persons appointed by the Constituent Assembly, subject to the agreements adopted by the Assembly and other documents supporting documents.

2. In the articles of association of the Society, which shall, where appropriate, collect the minutes of the Constituent Assembly, shall be expressed:

(a) The relationship of the promoters, with the data set out in Article 11 (2), collecting, by manifestation and under the responsibility of the licensors, the ups and downs produced in relation to the promoters contained in the minutes of the Constituent Assembly. The number of promoters may not exceed 50 per 100 of the number of promoters who participated in the Constituent Assembly and have not caused a discharge.

b) Manifestation of the grantees that all the promoters meet the necessary requirements to acquire the condition of the partner of the Cooperative, in accordance with the norms established in this Law for the class of Cooperative in question and in the Statutes of the same.

c) The willingness to found a cooperative society, of the kind in question.

d) The Statutes of the Company, stating, if applicable, whether your text has been qualified in favour and definitely by the competent Cooperative Registry.

e) Manifestation of the grants that each of the promoters has paid up, at least, 25 per 100 of the minimum mandatory contribution to be a partner, fixed by the Statutes and, where appropriate, the form and time limits the remainder of that minimum mandatory contribution must be paid out to be a partner.

(f) Manifestation of the grants before the total amount of the contributions paid by the promoters is not less than that of the statutory minimum capital.

g) Expression of persons who, once the Company is registered, are to hold the various positions of the first Rector, the Financial Controller or the Interventors and, where appropriate, those of the Resources Committee.

(h) Declaration of the persons appointed to hold the positions of the first Rector and Financial Controller Council or Interventors, that they are not incourses in the prohibitions and incompatibilities set out in Article 62.

i) If any, value assigned to non-cash contributions, in detail of those made by the various promoters.

(j) Declaration that there is no other Cooperative Society with the same name, to which effect it will be accompanied, for incorporation into the public instrument, certificate of the Central Section of the Register of Cooperatives of the Directorate-General of Cooperatives and Labour Societies of the Ministry of Labour and Social Security in which it is established.

3. Grants, unless otherwise agreed by the Constituent Assembly, may confer, in the writing of a constitution, a proxy for one or more of them, and in the latter case with joint or solidarity powers, to remedy any defect in the content of the deed of constitution that obstinate to the registration of the Society, except for the assumption that the under-healing involves variation of persons appointed to occupy positions in the social organs and there is no substitute appointed by the Constituent Assembly.

Likewise, the licensors may confer any other type of seizure agreed upon by the Constituent Assembly.

4. If the writing of the constitution is granted by all the promoters, they may, in the act of granting, modify any agreement of those adopted in the Constituent Assembly, if they have concluded it.

Article 15. Registration.

1. The managers or, where appropriate, the promoter or promoters appointed by the licensors of the constitution, shall, within two months of their granting, request the registration of the Company in the Register of Cooperatives, accompanying, to the application for registration, an authorized copy and three simple copies of the writing of the constitution, and if it is a Cooperative of Insurance, a simple copy more.

For the registration of the Insurance Cooperatives, the managers or, if applicable, the promoters, must obtain the prior authorization of the Ministry of Economy and Finance, except that it has been obtained for the qualification of the Statutes referred to in Article 13.

2. With the registration in the Register of Cooperatives, the authority that resolved will return to the Cooperative the authorized copy of the writing with the note of registration and, if it is a Cooperative of Insurance, will take a simple copy, The Ministry of Economy and Finance.

3. At the time of applying for the registration of the articles of incorporation, an expressive declaration of the kind of activity that the Cooperative will carry out with a predominant character, identifying it with the numbering and nomenclature, shall be accompanied established on the national classification of economic activities; when the Company is to develop activities of different nature, it will be recorded, together with the predominant activity, all the other activities, identifying them with the criteria before indicated.

4. After 15 months after the promoters had paid their contributions to the Cooperative Society in formation, without having to register the articles of association, they may require the return of the contributions made and to the extent that it is compatible with the provisions of Article 10.

CHAPTER III

From The Cooperative Registry

Article 16. Organisation and competences.

1. The Register of Cooperatives will depend on the Central Administration of the State or, where appropriate, in accordance with the rules on the assumption of powers by the Autonomous Communities in the field of Cooperatives, the Administration of the corresponding Autonomous Community.

2. The Register of Cooperatives, whether it depends on the Central Administration of the State or the Autonomous Communities, will be structured in the respective Central Section, and the corresponding Provincial Sections.

3. The Central Section of the Register of Cooperatives, dependent on the Central Administration of the State, shall have jurisdiction over:

(a) Cooperatives whose scope is higher than that of one of the provinces that are part of an Autonomous Community that does not have competence in the Register of Cooperatives.

(b) Insurance Cooperatives and Cooperative Associations whose scope is within the territory of an Autonomous Community that does not have competence in the Register of Cooperatives, and

(c) Cooperative Cooperatives and Associations whose scope is higher than the territory of an Autonomous Community, whatever the registered office of the Autonomous Community.

d) Exorder the certification referred to in Article 8.

4. The Central Section of the Register of Cooperatives, dependent on the Administration of an Autonomous Community with competence in the field of the Register of Cooperatives, shall have jurisdiction over:

(a) Cooperatives whose scope, without exceeding the territory of the Autonomous Community, is higher than that of one of the provinces that make up the Autonomous Community.

(b) Insurance Cooperatives and Cooperative Associations whose scope is within the territory of the Autonomous Community.

5. The Provincial Sections of the Register of Cooperatives, depending on the Central Administration of the State or the Autonomous Community, shall be competent in respect of the Cooperatives whose scope is not greater than that of the respective province.

6. The Register of Cooperatives, dependent on the Central Administration of the State, is entrusted to the Ministry of Labor and Social Security, organizing the Central Section of the same in the Directorate General of Cooperatives and Labor Societies, and the Provincial Sections in the respective Provincial Directorates of the said Ministerial Department.

7. The provisions of this Chapter on the organization and the powers of the Register of Cooperatives shall not apply in the Autonomous Communities, having exclusive competence in the field of Cooperatives, in accordance with its Statutes in use of their legislative powers, have regulated their respective Register of Cooperatives.

Article 17. Features.

1. The Register of Cooperatives is public.

2. It is presumed that the contents of the Book of Record are accurate and valid, and known to all, not being able to claim their ignorance.

Article 18. Functions and effectiveness.

1. The Registry of Cooperatives shall assume at the different levels the functions of qualification, registration and certification of the acts referred to in this Law.

2. The effectiveness of the Register of Cooperatives is defined by the principles of material and formal advertising, legality and legitimisation.

3. The advertising of the Register shall be made effective by means of the expression of the books and documents of the file referred to in the register, or of the certification issued by that Register.

Certification will be the only means of proving the content of the Register's seats. Where it is literal, it may be authorised by use of any mechanical means of reproduction.

4. Titles and documents subject to registration and non-entry shall not have effects against third parties in good faith. The lack of registration for the person who incurred the omission may not be invoked.

5. The registration produces all the effects prevented by this Law, and does not validate the null acts and contracts according to the Laws.

6. The seats of the Registry shall produce all its effects as long as the declaration of inaccuracy or nullity is not registered, the declaration of which shall not prejudice the rights of third parties in good faith, acquired in accordance with the contents of the Register.

7. The agreements of the social bodies which are to be submitted to registrants of a constitutive nature may not be validly applied by the Cooperative Society as long as it is not practiced.

Article 19. Constituent inscriptions.

The registration of the acts of incorporation, modification of the social statutes, merger, division, merger, disqualification, dissolution and liquidation of the Cooperative Societies will be constitutive.

Article 20. Qualification and registration.

1. All documents subject to registration in the Register shall be subject to qualification, so that the Books may only access the titles which have complied with the statutory and statutory provisions of an imperative nature.

The rating shall be based on the results of the documents presented and on the corresponding entries in the Register. In the constitution of the Societies, the Registry will also qualify the Cooperative class.

2. They shall be considered to be an offence of legality, in the extrinsic forms of the securities entered into, those which affect their validity, according to the laws that determine their form, provided that they result from the documents presented.

Similarly, the non-expression or the expression without sufficient clarity of any of the circumstances that must necessarily contain the registration, the capacity and the legitimization of the grantor and the validity of the content of the documents.

3. As a result of the qualification, the extension or refusal, on a provisional or final basis, of the requested seat shall be carried out, as the titles are correct or suffer from subsainable or unsubsainable faults.

If the registration of a title is provisionally refused, preventive entry shall be made as long as the defects are remedied or the complaint is resolved, which shall be made within three months, the annotation of which shall be The same applies, in the first case, or until the final decision, in the second case, becoming an inscription when the defects are remedied within the said period or the claim is successful. If the defects are not remedied, and no complaint is filed, the seat shall be cancelled on a marginal note.

In the event that the fault is insubsable, the registration shall be refused, giving a reasoned decision without any preventive annotation being taken.

Article 21. Register seats.

1. The Cooperative Societies Enrollment Book will extend the following class of seats: Inscriptions, cancellations, preventive annotations, and marginal notes.

2. The first registration will be the one for the formation of the Cooperative Society or the one corresponding to the registration record, in the assumption that, being already constituted, it will be accessed from another Register of Cooperatives.

3. The entries and cancellations shall be followed by each other, without leaving any blank spaces between them, and shall have their corresponding numbering, which shall be entered in the form of a guide in their respective column, signed at the end of each of the they are the competent official.

The preventive annotations and their cancellations will be marked with letters in the same column as the inscriptions by rigorous alphabetical order, with the referred signature.

The extension of the seats will be done in succinct form, referring to the corresponding file, where the document is recorded.

Article 22. Form requirements.

1. The registration of the acts referred to in Article 19 shall be carried out on the basis of public deed or, where appropriate, of a judicial decision or of the administrative authority.

The registration of acts relating to the granting of management and administration powers, as well as the modification, revocation and replacement thereof, shall be carried out by virtue of public deed, which shall contain the powers conferred, which will be literally transcribed to the corresponding Book.

2. The registration of the acts relating to appointments and termination of the members of the Governing Council, Interventors, Liquidators and change of registered office within the municipal term, shall be carried out by virtue of public deed or judicial decision or of the competent authority, or certification with the signatures of the Registrar and President of the Governing Council, which is entitled to be notarized or authenticated by an official who has assumed the functions of certification of the Central or Provincial Section of the Register of Cooperative Cooperatives of the Central Administration of the State or Member of the Ministry of Labour and Social Security, who has assumed certified functions of the Provincial Directorate of the Ministry of Labor and Social Security. To this end, you must click on the signatures that already appear in public documents or with a legitimate or authenticated signature that exists in the respective administrative unit. If this is not possible, the authenticity of the signatures will be checked, as shown in the national identity card or, in the case of foreigners, in the passport or in the residence card.

3. The acts referred to in Article 152 (1) (b) and (c), the disqualification of the Cooperative Society, the authorisation to operate with third parties on a special basis and the authorisation of another system of social documentation shall be they shall be used by agreement or resolution of the competent body and shall be entered in the Cooperative Societies Enrollment Book, extending the seat which, where appropriate, corresponds to.

Article 23. Acceptance of social charges.

1. The partners who have been elected to carry out social posts, both in the Governing Council and in the Interventors and Liquidators, must expressly accept their position, except for a fair cause.

If it has been accepted before the General Assembly itself, it shall be accredited by certification of the minutes of the Assembly, with the signatures of the certifying Secretary and President, legitimized by Notary, or notarial testimony of the minutes of the Assembly.

If the appointee has not accepted the position before the Assembly, the acceptance may be recorded by means of any document signed by him, whose signature must be legitimized.

2. In any case, in the corresponding document submitted for registration, in addition to accrediting the acceptance, it must contain the manifestation of the persons designated that they do not affect them any of the disabilities and incompatibilities for the exercise of the position referred to in Article 62.

Article 24. Jurisdiction in favour of another Registry.

1. Where a statutory amendment determines the jurisdiction in favour of another Register, it shall be submitted to the competent authority for the public deed referred to in Article 92 (1) (d), and shall also indicate in the Register of Cooperatives in which the Cooperative is registered. The Registry to be resolved shall, of its own motion, request the verbatim certification of all the registered seats of the Company, which must be forwarded within twenty days, accompanied by a duly completed copy of the the documents to which they refer and practice the relevant preventive annotation.

2. Approved the statutory modification, the registration records of the Cooperative Society will be entered, which will constitute the first seat, then the corresponding to the modification of the Statutes, assigning the number and the key that corresponds to, preserving the previous one with which it was registered, and communicating the registration of origin of such registration, in order that the respective sheet is closed and extended after the last registration a Reference seat.

Article 25. Time limits for the submission of documents.

For the registration of the acts that are required to access the Registry, the Cooperative Societies are obliged to submit to the Registry the appropriate documentation within thirty days, counted from the next one (a) the act, unless this Act provides for a further period.

Article 26. Hereinafter referred to as

1. In order to register or record acts for which the seats contained in the Register of Cooperatives are declared, modified or extingn, the condition which legitimizes the person giving or in whose name they are declared shall be recorded in the Register. granted documents containing the acts referred to.

2. The registration of the appointment and termination of the members, the auditors and the liquidators requires the prior registration of the foregoing, which may be carried out in accordance with Article 22 or, failing that, when they are present. exceptional circumstances, by means of a notarial act of notoriety.

Article 27. Record books.

1. The following Books shall be carried out in the Register of Cooperatives:

Document Presentation Journal.

Cooperative Societies Enrollment Book.

In addition to the above, the Central Section will take the Cooperative Partnerships Enrollment Book.

2. The Daily Book will consist of tomes of 250 useful folios, plus the cover and a blank finish, duly bound and diligent.

All the foles will be numbered correlatively and bear the seal of the Register.

Foles shall contain a non-striped margin to insert corresponding marginal notes and three vertical lines, forming horizontally striped columns to indicate the seat number, date and extent between them. of the seats.

At the top of each sheet, the following words are printed in their place: "Marginal notes", "Number of seats", "Day, month and year" and "Seat".

3. The Book of Enrollment of Cooperative Societies will be carried out by the system of changeable sheets, so that once the portfolio destined for each Society is exhausted, another new one with equal number, followed by the first letter of the alphabet, will be opened. The remaining letters for successive foles are allocated.

At the end of each portfolio, it will be entered: "Pass to the portfolio ...", and at the beginning of the following one will be indicated: "This portfolio follows the ...".

The data to be entered in the description of the Cooperative shall be as follows:

Name of the Cooperative, initial registered office, and if this has been modified, locality, province, date of the seat of presentation, class of Cooperative, scope, initial number of partners, minimum social capital, if in liquidation or extinguishing, and Register to which it has been transferred. In the upper right corner of the folio there will be two boxes, in which, respectively, the key and the registration number of the Cooperative will be inserted and, if necessary, the key and number with which it was registered in the previous Register. All of these circumstances will be indicated as fixed data at the top of the record sheet.

The remainder of the record sheet will contain a non-striped margin to insert the corresponding marginal notes and three vertical lines into horizontally striped columns, to record between them the date, number of seat and extension of the same.

The following words will be printed instead: "Marginal notes", "Date", "Number of seats", and "Enrollment seats".

All numbered foles will bear the seal of the Register.

4. The Book of Enrollment of Cooperative Associations. The registration of the Cooperative Societies will be practiced by the Central Section of the Register of Cooperatives in an independent book, subject to the formalities provided for in the Book of Enrollment of Cooperative Associations, with the following caveats:

a) The "Minimum Social Capital" data is deleted.

b) The "Class" will refer to the "Association Class".

Article 28. Supplementary and supplementary rules.

In terms of time, resources, representation in the file, representation and other matters not expressly regulated in this chapter, the provisions of the Law of Administrative Procedure, the rules of which govern with Extra character.

CHAPTER IV

Partners

Article 29. People who can be partners.

1. In first-degree Cooperatives, they can be partners, both natural and legal, public or private, with the provisos set out in Chapter XII.

Co-operating companies may only be members of the Co-operative Societies, except as provided for in Article 30 and in Article 148 (1).

2. No one may belong to a cooperative in the form of an employer, contractor, capitalist or other analogue, in respect of the same or of the partners as such.

Article 30. Job Partners.

1. In the first-degree Cooperative Societies which are not of Associated Work or of Community Land Exploitation, and in those of second or subsequent degrees, the Statutes may provide for the admission of working partners, natural persons, whose activities cooperativizada shall consist of the provision of his/her personal work within the Cooperative.

2. The rules set out in this Law for the working partners of the Associate Labour Cooperatives will apply to the work partners, with the provisos set out in the following numbers of this article.

3. The Statutes of the Cooperatives, which provide for the admission of working partners, should set out the criteria to ensure, in accordance with the principles underlying the Cooperative Society, the equitable and weighted participation of these partners in obligations and economic rights.

In any event, the losses determined on the basis of the cooperative activity, the work supply, developed by the work partners, will be charged to the Reserve Fund and, failing that, to the user partners, in the the amount necessary to guarantee the working partners a minimum compensation equal to 70 per 100 of the remuneration paid in the area for equal work and, in any case, not less than the amount of the inter-branch minimum wage.

4. The work partners, whether or not they are simultaneously user partners, may not integrate the Rector Council into a number higher than half of those that constitute the same.

5. If the Statutes provide for a probationary period for the work partners, the latter will not proceed if the new partner takes over at the Cooperativa, as an employed person, the time corresponding to the probationary period. If the probationary period is applicable and the unilateral decision of either party is resolved, the employment legal relationship shall be renewed in the existing conditions at the beginning of the probationary period.

Article 31. Acquiring the partner condition.

1. The Statutes shall lay down the conditions necessary for the acquisition of the status of a member, which may in no case be linked to political, trade union, religious, nationality, sex, race or marital status, unless they are incompatible with the social object.

In any case, in order to acquire the status of a partner it will be necessary to disburse the amount that will set the Statutes of the minimum obligatory contribution to be a partner and to subscribe the rest of the obligatory contribution, according to the set out in Article 73 (2).

2. The application for admission shall be made in writing to the Governing Council which shall, within a period of not more than 60 days, decide from the receipt of the admission. The agreement of the Governing Council unfavourable to admission will be motivated. After that period the admission shall be deemed to be refused.

Denied admission, may be used by the applicant before the Resources Committee or, failing that, before the General Assembly, within twenty days of the notification of the agreement of the Governing Council or of the termination of the the time it had to resolve. The appeal shall be settled by the Committee of Appeal within one month or, where appropriate, by the General Assembly at the first meeting to be held by secret ballot. In both cases the interested party's prior hearing will be required.

3. If the Statute provides for this, the admission agreement may be challenged before the Resources Committee or, failing that, before the first General Assembly which is held, at the request of the number of members to set the Statute, which shall also establish the (a) period of challenge, which may not exceed 10 days after the publication of the admission agreement. The acquisition of the status of a member shall be suspended until the time limit for contesting the admission has elapsed and, if it is contested, until the Committee on Resources or, where appropriate, the General Assembly, resolves. The Committee on Resources shall, within 30 days and the General Assembly, decide by secret ballot at the first meeting to be held. In both cases, the person concerned shall be subject to prior hearing.

Article 32. Low voluntary.

1. The partner may voluntarily opt out of the Cooperative at any time, by writing to the Governing Council in writing. The notice period, which shall lay down the Statute, shall not exceed three months.

Failure to comply with the notice period will result in compensation for damages.

For the purposes set out in Article 80, the reduction shall be deemed to be due to the end of the period of notice.

2. The Statute may require the commitment of the partner not to unsubscribe voluntarily, without fair cause to qualify the same as justified, until the end of the financial year in which he wishes to cause a discharge or until after the end of the financial year. admission, the time to be laid down in the Statute, which may not exceed five years.

If the Statutes provide, the non-compliance by the partner of the commitment referred to in the previous paragraph, authorizes the Cooperative to require the partner to participate, until the end of the financial year or the period in the activities and services of the cooperative in the terms in which it was obliged or, failing that, to demand the corresponding compensation for damages and, likewise, authorizes the Cooperative to understand produced the low to the the term of such periods, for the purposes referred to in Article 80 (c).

The Statutes, for the alleged breach of the undertaking referred to in the preceding paragraphs of this issue, may also establish an increase of up to 10 per 100 from deductions on contributions. mandatory referred to in paragraph (b) of that Article 80.

3. The partner who expressly saved his or her vote or was absent, disagreeing with any agreement of the General Assembly involving the assumption of seriously onerous obligations or burdens, not provided for in the Statute, may be discharged, shall be considered to be justified, by writing to the Governing Council within 40 days of the date of the adoption of the agreement.

4. The partner, in accordance with the agreement of the Governing Council on the qualification and effects of his or her voluntary discharge, may contest it in accordance with the procedural rules laid down in Article 52, and may also use it in advance before the Committee on Resources or, failing that, before the General Assembly, within three months of the notification of the agreement of the Governing Council; such an appeal shall interrupt the time limits for the limitation or expiry of the other actions.

Article 33. Low mandatory.

1. It shall be compulsory in his or her condition as a partner to forfeit the requirements of Chapter XII of this Law to be a member of the Cooperative of the class concerned or to cease to meet them in relation to the scope of the Cooperative.

2. The compulsory absence shall be agreed upon, after hearing by the person concerned, by the Governing Council, on its own initiative, at the request of any partner or of the person who has lost the requirements to continue to be so.

Against the agreement of the Rector Council, the disagreeable partner may resort, being of application to the effect established in the numbers 2, 3 and 4 of article 38.

3. The mandatory discharge shall be considered to be justified where the loss of the said requirements does not respond to a deliberate purpose of the partner to avoid obligations to the Cooperative or to benefit unduly with its compulsory absence.

It shall be applicable to the non-justified compulsory absence as set out in Article 32 (2).

Article 34. Obligations of the partners.

1. Partners are required to perform statutory and statutory duties.

2. In particular, the partners will have the following obligations:

(a) Attend meetings of the General Assembly and the other collegiate bodies of which it is a party.

(b) Meet the agreements validly adopted by the social bodies of the Cooperative, without prejudice to the provisions of Article 32 (3

.

c) Participate in the cooperative activities developed by the Cooperative for the fulfillment of its social purpose, in the minimum required amount established in its Statutes. The Governing Council, where there is a justified cause, may release from that obligation the partner, as appropriate, in accordance with the circumstances.

d) Save secret on those matters and data of the Cooperative whose disclosure could harm lawful social interests.

e) Do not engage in competitive activities with the business activities developed by the Cooperative, unless expressly authorized by the Governing Council.

f) Accept the charges for which you are elected, except for a fair cause of excuse.

g) Make the disbursement of your contributions to the social capital in the form and time-limits.

h) Participate in training activities.

Article 35. Rights of the partners.

1. Partners are entitled to:

a) Being an elector and eligible for social organ charges.

b) Make proposals and participate with voice and vote in the adoption of agreements by the General Assembly and other social bodies of which they are a party.

c) Receive the information necessary for the exercise of their rights and the fulfilment of their obligations.

d) Participate in the business activity developed by the Cooperative for the fulfillment of its social purpose, without any discrimination.

e) To receive interest for their contributions to the social capital, if provided for in the Statutes.

f) The cooperative return.

g) To update and return contributions to social capital.

h) To the others that result from the legal norms and the Statutes of the Society.

2. The rights shall be exercised in accordance with the laws and regulations and the agreements validly adopted by the social organs of the Cooperative.

Article 36. Right of information.

1. Any member may exercise the right of information in the terms provided for in this Law, in the Statutes or in the General Assembly agreements.

2. It will be the responsibility of the Governing Council to receive a copy of the Statutes of the Cooperative and, if any, of the Rules of Procedure, and of the modifications that will be made to them.

3. Every partner has free access to the Cooperative's Partner Registration Books, as well as to the General Assembly's Book of Acts, and, if requested, the Rector Board shall provide it with certified copy of the agreements adopted at the Assemblies. General.

In addition, the Governing Board shall provide the partner with a certified copy of the Council agreements that affect the partner, individually or in particular.

4. Any partner has the right to be shown and clarified, if requested by the Governing Council, within a period of not more than one month, the status of his or her economic situation in relation to the Cooperative.

5. When the General Assembly, in accordance with the agenda, has to deliberate and agree on the accounts of the economic year, they shall be made manifest in the registered office of the Cooperative, from the day of the publication of the call for the conclusion of the Assembly, the documents provided for in Article 82 (2) and the report of the Financial Controller. During that time, the partners may examine the documentation and ask the Governing Council, in writing, for explanations or clarifications which they consider appropriate to be answered in the act of the Assembly. the application shall be submitted at least five working days in advance of the Assembly's conclusion.

When any other business of an economic nature is included in the agenda, it will be applicable as set out in the previous paragraph, although referring to the basic documentation that reflects the economic question to be discussed by the Assembly and without the report of the Interventors being precise.

6. Any partner may request, in writing, the Governing Council for clarifications and reports that it deems necessary on any aspect of the Cooperative's march, which must be answered by the Governing Council in the first General Assembly. Eight days after the submission of the letter.

7. Where the 10 per 100 of the cooperative's partners, or one hundred partners, if the latter has more than one thousand, request in writing to the Governing Council the information they deem necessary, the latter shall provide it, also in writing, within a period not exceeding a month.

8. In the case of former numbers 5, 6 and 7, the Rector Council may deny the information requested, when it is in grave danger to the legitimate interests of the Cooperative. However, this derogation shall not proceed where the information is to be provided in the act of the Assembly and is supported by the request for information by more than half of the votes present and represented and, in the other cases, where agrees with the Resources Committee or, failing that, the General Assembly as a result of the appeal brought by the requesting partners.

In any event, the refusal of the Governing Council to provide the requested information may be challenged by the applicants for the same procedure under the procedure referred to in Article 52, who, in addition, in respect of the alleged Of this Article, numbers 2, 3 and 4 may be used for the procedure provided for in Article 2.166 of the Law on Civil Procedure.

9. Without prejudice to the rights of the partners, regulated in the previous numbers, the Statutes and the General Assembly may create and regulate the existence of Commissions with the function of acting as a channel and instrument that facilitates the most information possible to the partners on the march of the Cooperative.

Article 37. Rules of social discipline.

1. The Statutes shall lay down the rules of social discipline. The partners may only be punished for previously typed faults. Serious and very serious faults must be classified in the Statutes and the minor ones may be in the Rules of Procedure or by agreement of the General Assembly. The penalties which may be imposed on the members for each class of faults must be laid down in the Statute and may be economic, social rights suspension or expulsion.

2. The infringements committed by the partners will prescribe if they are mild per month; if they are serious, at two months, and if they are very serious, at three months. The time limits shall begin to be computed from the date on which the Rector Council became aware of its committee and, in any case, six months after it has been committed. The limitation period shall be interrupted by the opening of the sanctioning procedure, but only if it is subject to a decision and has been notified within three months of its initiation.

3. The Statutes shall lay down the sanctioning procedures and the resources they carry out, in compliance with the following rules:

(a) The sanctioning power is an indomitable competence of the Governing Council, without prejudice to the fact that the Statute may establish the existence of a statutory Commission, which is governed by a statutory basis, the report of which, although never binding, be mandatory for the Rector Board to resolve.

b) In all cases the prior hearing of the interested parties will be required.

c) In the case of a penalty for serious or serious misconduct, the provisions of Article 38 (2) shall apply, without prejudice to the executive character of the agreement of the Governing Council. The sanction agreement or, where appropriate, the ratification of the agreement may be contested within two months of its notification, by the procedural channel referred to in Article 52.

4. The sanction of suspending the partner in his rights may only be provided for by the Statute for the alleged partner to be exposed to his or her economic obligations or not to participate in the cooperative activities in the established terms in the Statute, in accordance with Article 34 (2) (c) of this Law.

The suspension of the rights to the partner, which will end at the time it normalizes its situation, will not be able to reach the right of information, nor the right to earn the return or the interest for its contributions to the social capital, nor to the updating them.

Article 38. Expulsion.

1. The expulsion of the members may only be agreed by the Governing Council, due to a very serious lack of classification in the Statute, by means of a file instructed to the effect and with an audience of the person concerned.

Notwithstanding Article 37 (2), where the cause of the expulsion is to find the partner in the discovery of his or her economic obligations, his or her expulsion may be agreed upon except that the partner has regularised his/her status.

2. Against the expulsion agreement, the partner may, within thirty days of notification of the agreement, have recourse to the Resources Committee or, failing that, to the General Assembly.

The appeal to the General Assembly shall be included as the first item on the agenda of the first to be held and shall be settled by secret ballot, after the person concerned has been heard.

The appeal to the Resources Committee must be resolved, with the interested party's hearing, within a maximum of three months from the date of its submission. After that period without having been resolved and notified, the appeal shall be deemed to have been estimated.

3. The expulsion agreement shall be enforceable since the ratification of the Resources Committee or, failing that, of the General Assembly has been notified, or the time limit has elapsed to appeal to them.

4. The expulsion agreement may be challenged within two months of the date of its acquisition by the procedural channel referred to in Article 52.

CHAPTER V

Of the partners

Article 39. People who can be associated. Admission and discharge.

1. The Statutes may provide for the existence of associates in the Cooperative.

Both physical and legal, public or private individuals may be associated.

Simultaneously, the same person cannot have the partner and associate condition in the same Cooperative.

2. The application for admission as associate shall be made, in writing, to the Rector Board, which shall decide without the possibility of subsequent appeal, unless the applicant has been reduced as a partner in the Cooperative for justified reasons, in which case it may to draw up the agreement of the Governing Council, which shall refuse admission, within 20 days of the notification, to the Committee on Resources or, failing that, before the first General Assembly to be held, which they shall resolve at their discretion, without possibility of subsequent resource.

3. The associate may voluntarily opt out of the Cooperative at any time, by means of communication, in writing, to the Governing Council. However, the Statutes may require the commitment of the partner not to unsubscribe to the Cooperative until the time they set the Statutes, which may not exceed five years, has elapsed since their admission as an associate.

Cooperatives, as long as they have associated admitted, will not be able to delete this figure, or by modifying Statutes.

4. The Cooperativa may expel the associates for the very serious faults established by the law, in which case the expulsion of the associates shall be adjusted in accordance with the provisions of Article 38 for the members.

Article 40. Rules on economic arrangements.

1. In order to acquire the status of associate it will be necessary to pay the minimum contribution to the social capital to set the Statutes or, failing that, the General Assembly.

2. The contributions of those associated with the capital, which shall be credited by means of nominative and special securities, shall be taken into account in accounts other than those of the partners ' contributions.

3. Partners will not be required to make new mandatory contributions to social capital.

The General Assembly may authorize associates to make voluntary contributions to social capital.

In any case, the sum of the contributions of the associates may not exceed 33 per 100 of the contributions of the entire members to the social capital, computed at the time the partner disbursements the contribution.

Associates will not personally respond to social debts. The rules laid down in Article 73 (4) shall apply to the partners.

4. The contributions of the members shall be subject to updating under the same conditions as those laid down for the partners.

5. Contributions to the share capital of partners may be transmitted only:

(a) For "inter-living" acts: Among the associates, if not expressly opposed to the Statutes, and to the partners, if authorized by the Governing Council.

b) By succession "mortis causa", if the rightholders are associates or partners, or acquire such a condition within six months of the acceptance of the inheritance.

The contributions of the partners transmitted to the partners, by means of "inter vivos" or "mortis causa", will become the nature of voluntary contributions of the partner and will be subject to the conditions established by the General Assembly for the last issue of voluntary contributions from the partners, agreed prior to the transmission.

6. The partners will not be entitled to return, nor will they be able to develop cooperative activities.

7. For their contributions to the equity capital, the partners shall bear the agreed interest, which may not be lower than that received by the partners or exceed more than five points of the Bank of Spain's basic interest rate.

If the Cooperative ceases to pay to the associate, during two economic years, the interest accrued for its contributions to the social capital or, where appropriate, for the outstanding amounts of reimbursement of the contributions, the The association shall have the right to demand from the Cooperative not only the payment of the interest accrued and not charged, but also the immediate recovery of all the contributions or the amounts outstanding.

8. In the case of a discharge, the associate or, where appropriate, his or her rights holders shall be entitled to reimbursement of their contributions to the share capital, in accordance with the following rules:

(a) Whatever the cause of the discharge, the deductions provided for in Article 80 (b) may not be made.

(b) The repayment period shall not exceed three years from the date of the discharge, or, where appropriate, of the minimum period of compulsory residence in the Cooperative.

(c) The amounts to be repaid will not be subject to updating and will entitle the Bank of Spain to receive a rate of interest plus three points.

Article 41. Rights and duties.

1. The members have the right to participate in the General Assembly with a voice and a set of votes that, together with each other, do not represent more than 20 percent of the total votes of the existing members of the Cooperative on the date of the Convening of the General Assembly.

The value of the members ' vote will be the same for all, regardless of the amount of their contributions to the social capital. In no case, the value of the vote per associate may exceed the unit.

2. Members may not be appointed as members of the Governing Board, the Resources Committee, or the Interventors.

However, the Statutes may establish the right of assistance of a representative of the members to the meetings of the Governing Council, with a voice and without a vote. The right to attend meetings of the Board of Representatives of the representatives of the members of the Council may be subject to the number of such meetings being determined by a certain percentage of the members of the cooperative or the contributions of the all the partners reach a certain amount or a percentage of the total contributions made up of the share capital. The representative will be chosen from among those associated with them.

3. The members may exercise the right of information, as provided for by the partners in Article 36 (2), (3), (4) and (5), with the Statute or the General Assembly being able to increase the cases in which the members may obtain Information on the March of the Cooperative.

The obligation of the associates to keep secret about the data they know about the Cooperative will have the same scope as that established in this Law and in the Statutes for the members. Associates may not engage in competitive activities with the business activities developed by the Cooperative, unless expressly authorized by the Governing Council.

CHAPTER VI

Of the organs of society

Section first. From the General Assembly

Article 42. Composition and nature.

1. The General Assembly of the Cooperative, validly constituted, is the meeting of the partners and, where appropriate, of the associates to deliberate and to take agreements, as supreme organ of expression of the social will.

2. The General Assembly agreements, adopted in accordance with the Laws and the Social Statutes, oblige all partners and associates, including dissidents and those who have not participated in the meeting.

3. The General Assemblies can be ordinary and extraordinary.

The main purpose of the General Assembly is to examine social management, approve, if appropriate, annual accounts, to decide on the allocation of surplus or, where appropriate, losses and to establish policy. General of the Cooperative. On the agenda of the ordinary Assembly, in addition to the matters of the main object of the Assembly, it may also include any other own of the Cooperative.

All other Assemblies have the character of extraordinary.

Article 43. Competence.

1. All matters of the Cooperative, even if they are the responsibility of the other social bodies, may be the subject of debate and agreement of the General Assembly.

2. In any event, the agreement of the General Assembly, under the penalty of nullity, shall be required for the following acts:

(a) Appointment and revocation and members of the Rector Board and the Resources Committee and the Interventors and Liquidators.

b) Review of social management, approval of annual accounts and distribution of surpluses or imputations of losses.

c) Establishment of new mandatory contributions and updating of contributions.

d) Issue of obligations.

e) Modification of the Social Statutes.

f) Fusion, division and dissolution of the Company.

g) Disposal or disposal of the Company for any title, or any part thereof, that involves substantial modification in the economic, organizational or functional structure of the Cooperative.

h) Creation of a second or later cooperative or a consortium, or membership of a consortium.

i) Approval or modification of the Cooperative Rules of Procedure.

3. The General Assembly agreement will also be required to establish the general policy of the Cooperative, as well as for all acts in which it is established by a statutory or statutory rule.

4. The competence of the General Assembly is inselectable about the acts in which their agreement is required by virtue of a legal standard.

Article 44. Call.

1. The ordinary General Assembly shall be convened by the Governing Council within six months of the date of the end of the financial year.

If this period elapses without the convocation taking place, the Interventors must request it from the Rector Council, and if the Council does not convene within 15 days of receipt of the request, they must request it from the Judge of the District of the registered office of the Cooperative, which will order the call.

Also and without prejudice to the provisions of the preceding paragraph, after the legal period has elapsed without the convening of the ordinary Assembly, any associate or associate may request from the said judicial authority to order the call. In any event, the judicial authority shall only deal with the first of the requests for a call to be made.

The legal period for convening the ordinary General Assembly may be extended by the authority on which the Register of the Cooperative is registered, at the reasoned request of the Governing Council or the Interventors.

2. The Extraordinary General Assembly shall be convened at the initiative of the Governing Council, at the request of a number of partners representing 10 per 100 of the total votes and, if provided for in the Statute, at the request of the Interventors.

The Assembly request will be accompanied by the agenda of the Assembly. If the request for convocation is not addressed by the Rector Council within thirty days, the applicants may request the District Judge of the registered office of the Cooperative to order the call.

3. The judicial authority which orders the convening of the Assembly, in the cases referred to in the preceding numbers, shall designate the partner to be chaired.

Article 45. Form of the call.

1. The Assembly shall always be convened by public announcement in the registered office of the Cooperative and in each of the centers in which it develops its activity and in the manner that it provides for the Statutes. When the Cooperative has more than 500 partners, the call will also be announced in one of the largest newspapers in the province of the registered office.

The publication or notification of the call shall be made at least ten days in advance of the date of its conclusion and shall not be later than two months after the date of the call.

2. The call shall indicate, at least, the date, if at first or second call, the time and place of the meeting, and shall clearly and accurately express the matters that make up the agenda.

3. The Statutes shall indicate the time interval to be mediated between the first and second convocation.

4. The agenda shall be set by the Governing Council, but shall include the proposed cases, in writing addressed to the Governing Council, by the Interventors or by a number of partners representing the 5 per 100 or reaching the figure of 200. The proposals may be submitted at any time, but they shall be included in the first Assembly to be held, those submitted before the end of the fourth day after the publication of the call for it. The Governing Council shall, where appropriate, make the new agenda public, at least four days in advance of the holding of the Assembly, in the form established for the convocation.

5. Assemblies which do not have a universal character shall be held in the place where they radiating the registered office or in which they are expressly stated in the Statutes.

6. The convocation shall not be necessary, provided that all the members of the Cooperative are present and unanimously accept the holding of the Assembly and the matters to be dealt with therein. In any event, all the partners shall sign the minutes of the conclusion of the Assembly.

Article 46. Functioning of the Assembly.

1. The General Assembly shall be validly constituted, on the first call, when more than half of the social votes are present or represented and, on the second call, at least 10 per 100 of the social votes or 100 social votes. If the Cooperativa has associates, the General Assembly shall not be validly constituted when the total of the votes present and represented of the members is inferior to that of the associates.

They have the right to attend to the Assembly all the partners and associates of the Cooperative that are at the date of the announcement of the convocation, and that in the celebration of the Assembly continue to be so and not suspended from such right.

It will be up to the President of the Cooperative or to do his or her times, assisted by the Secretary of the Rector Council, to perform the computation of the members and associates present or represented in the General Assembly and the declaration, if the case must be lodged.

2. The General Assembly shall be chaired by the President and, failing that, by the Vice-President of the Governing Council and, in the absence of both, by which he chooses the General Assembly. It shall act as the Secretary of the Governing Council or whoever replaces it as a statutory body and, failing that, the one chosen by the Assembly.

When items are on the agenda that directly affect those who, as set out in the previous paragraph, should act as President or Secretary of the Assembly, the Assembly shall appoint those who are to perform such matters. functions.

However, the Statutes may establish that, before entering the agenda of the Assembly, the Assembly shall elect, from among the members present, the members of the Bureau of the Assembly, which shall be composed of a President, a Secretary and Assistant Secretary, who will be from the Assembly.

In any case, it is up to the President of the Assembly to direct the deliberations, to maintain order in the Assembly's development and to ensure that the formalities required by the Law are complied with.

3. The votes shall be secret when they are intended to elect or revoke the members of the social bodies or the agreement to exercise the action of responsibility against the members of the social bodies, as well as to compromise or give up the exercise of the action. The agreement shall also be adopted by secret ballot on any item on the agenda, at the request of 10 per 100 of the votes present and represented.

4. Agreements on matters not on the agenda shall be void, except for the convening of a new General Assembly, the holding of a censure of the accounts by members of the Cooperative or the external person and the extension of the session of the General Assembly, as well as those cases provided for in this Law.

5. The Statutes, by the time the election of social posts is included on the agenda, may establish the time during which the members and associates may cast their votes. In this case, an Electoral Bureau shall be constituted, which shall at all times be composed of at least one of the members of the Governing Council or, as the case may be, the Bureau of the Assembly, plus a member, among the various members who have chosen the General Assembly. The Assembly shall not be deemed to be completed until the vote count and counting are carried out.

6. If the Statutes provide for it or the General Assembly agrees, they will also be able to attend the General Assembly, with a voice and without a vote, if the Rector Council calls them, persons who, not being partners, their presence is of interest to the proper functioning of the Cooperative, unless half of the votes present in the Assembly are opposed to its presence. If the election of social posts is on the agenda, while the election is held, only the members and associates may be present in the Assembly, without prejudice to the provisions of Article 152.

Article 47. Right to vote.

1. At the Cooperatives each partner will have one vote.

2. However, in the second or subsequent degree, if the Statutes provide for the Statutes, the members ' vote may be proportional to their participation in the cooperative activity of the Company and/or the number of members of the Cooperative (a) in the case of an association, in which case the Statute shall clearly set out the criteria for the proportionality of the vote In any event, the number of votes per partner may not exceed one third of the total votes, unless the Company is made up of only three partners, in which case the limit will be raised to 40 per 100 and if only two members will be integrated, the agreements shall be adopted by unanimous vote of the partners.

3. In no case shall there be any vote or quality vote.

4. The Statutes shall establish the assumptions in which the partner or associate in conflict should abstain from voting on the subject matter of the agreement.

Article 48. Vote by proxy.

1. In first-degree cooperatives, the right to vote for members who are natural persons may be exercised in the General Assembly by another partner, who may not represent more than two. The representation shall not be lawful for a legal person or for the individual person whom the person has appointed as his representative to the Assembly in question.

In the Consumers and Users, Housing, Agrarian and Sea Cooperatives, the Statutes may provide for the partner to be represented in the Assembly by his or her spouse, ascendant or descendant, who has full capacity to act.

2. In any event, the voting delegation shall be made in writing by autograph or by a notarial act or by appearance before the Secretary of the Cooperative or by legitimizing the signature of the letter of delegation to any competent authority or any other feisty form. The delegation of the vote may be made only for a specific Assembly.

It will be up to the Interventors to decide on the suitability of the document to accredit the representation, unless the Statutes attribute this function to a special committee.

3. Legal representation, for the purpose of attending the General Assembly of legal persons and minors or incapacitated persons, shall be in accordance with the rules of Common or Special Law that are applicable.

Article 49. Adoption of agreements.

1. Except in the cases provided for in this Law, the General Assembly shall adopt the agreements by more than half of the votes validly expressed, with the blank votes and abstentions not being computable.

2. A majority of two-thirds of the votes present and represented shall be required to adopt agreements for the modification of the Statutes, the merger, the division and the dissolution, as well as in the other cases in which the present Law establishes it. Such a majority of two-thirds shall also be required, unless the Statute provides that it is sufficient for more than half of the votes validly expressed, to require further compulsory contributions to the social capital or to establish or to modify the amount of the income or periodic fees.

Article 50. Minutes of the Assembly.

The Secretary of the General Assembly shall be responsible for drafting the minutes of the session, which shall express the place and date of the deliberations, the number of the members and associate members, if it is held in the first or second a summary of the matters discussed, the interventions of which the minutes have been requested, the agreements adopted and the results of the votes.

2. The minutes of the sitting may be approved by the General Assembly itself after it has been concluded and, failing that, it shall be approved by the President of the General Assembly and three designated partners within the period of 15 days. Same Assembly.

In any case, the minutes will be passed to the corresponding General Assembly Acts Book, by the Secretary of the Assembly.

3. The agreements adopted by the General Assembly shall produce the effects inherent to them from the moment they have been taken.

4. Where the agreements are registered, they must be entered in the Register of Cooperatives for registration, within thirty days of the approval of the minutes, under the responsibility of the Governing Council.

Article 51. General Assembly of Delegates.

1. When circumstances that hinder the simultaneous presence of all the partners and associates in the General Assembly to discuss the issues and adopt the corresponding agreements, the Statutes may establish that the The General Assembly's powers are exercised by a second-degree Assembly, composed of the designated Delegates in Preparatory Boards.

The Statutes shall establish the criteria for the membership of the partners and, where appropriate, the partners, the Preparatory Boards and the Governing Council shall keep the censuses of the members of each Board up to date.

2. The convening of the General Assembly shall include that of the Preparatory Boards and shall be held no later than the days following the publication of the General Assembly or in the two days prior to the holding of the General Assembly.

If the Rector Council has prepared Memories or any other kind of reports or documents for consideration by the General Assembly, a copy shall also be provided to each Preparatory Board at the time of the call.

3. The Preparatory Board, which shall be constituted in accordance with the rules laid down by the Statute or, failing that, by the General Assembly, shall be initiated by the election of the members of the Board of Directors, who shall be present. integrated by a president and an auxiliary secretary, who will be of the Board.

Debated the issues that make up the agenda, the partners and associates attached to the Board, who will not be able to reserve the right to attend the General Assembly personally, will proceed, in secret ballot, to the election of the Delegates. In this election, even if they are members assigned to the Board, neither the members of the Rector Council, the Interventors nor, if any, the members of the Resources Committee will intervene as electors or as electors, as soon as they have the right and the the obligation to attend the General Assembly with a voice and vote.

4. Delegates to the respective Preparatory Board, present in the same and who do not have social charges, may be elected.

To be proclaimed Delegate it will be necessary to obtain, at least, the number of voting delegations that establish the Statutes. The partner or partners who do not reach the minimum number of delegations, at the same meeting of the Preparatory Board, may assign the voting delegations which they have received, to each other, for one or more of them to complete the number of voting delegations. necessary for their proclamation as Delegates, or another partner who already had sufficient voting delegations for their proclamation as a Delegate, if they did not give them up, the votes that would have been delegated to them shall be deemed to be lost.

5. However, as set forth in the above numbers, if the Statutes are provided by the General Assembly or agreed upon by the General Assembly, the members may be assigned to one or more Preparatory Boards only composed of associates who may elect the Delegates. of between them.

6. The Delegates, who will hold as many votes as they have been delegated, will not have an imperative mandate.

7. The minutes, which shall be approved by the Preparatory Board itself at the end of its conclusion, shall include the place and date of the meeting, the number of members and associated partners, if it was held on the first or second convocation, interventions whose constancy has been requested, the name of the Delegates and the number of voting delegations conferred on each one. A certificate of the minutes, signed by the President and the Secretary of the Board, shall accredit the Delegates to the General Assembly.

8. Both the election and the delegate as well as the votes conferred shall be valid only for the specific General Assembly concerned. However, in Cooperatives with more than 5,000 partners, if provided for in its Statutes, the election as Delegate and the votes conferred shall be valid for all Assemblies held within a period of up to three years.

9. As not provided for in this article and in the Statutes on the convening and functioning of the Preparatory Boards, the rules established on General Assemblies shall be observed as soon as they apply. The Statutes may provide for and regulate the existence and appointment of alternate delegates.

10. The existence of General Assemblies by Delegates does not limit the right of information of the partner or associate, although in the cases in which it should request or receive it in the act of celebration of the General Assembly, it will do so through the Delegate to whom you commend it.

Article 52. Impeachment of General Assembly agreements.

1. May be challenged, in accordance with the rules and within the time limits laid down in this article, the agreements of the General Assembly that are contrary to the Law, which oppose the Statutes, or injure, for the benefit of one or more partners, associates or Third parties, the interests of the Cooperative.

The challenge of a social agreement will not proceed when it has been left without effect or validly replaced by another.

2. Agreements contrary to the Law will be void. The other arrangements referred to in the preceding number shall be nullified.

The judgment that considers the action of nullity or nullability of a social agreement will produce effects in front of all the partners and associates, but it will not affect the acquired rights of good faith by the third parties contested agreement.

3. They are entitled to the exercise of the actions of challenge of the null and void agreements or the assistants to the Assembly who have recorded in the minutes their opposition to the celebration of the same or their vote against the adopted agreement, the (s) members and associates absent and those who have been illegitimately deprived of casting their vote.

For the exercise of the actions of impeachment of null agreements, in addition, the partners and associates who have voted in favor of the agreement and those who have abstained are legitimized.

Members of the Rector Council and the Interventors are required to exercise the actions of impeachment against social agreements when they are contrary to the Law, or oppose the Statutes of the Cooperative.

4. Actions for the challenge of null or void agreements shall expire for one year from the date of the agreement or its registration in the Register of Cooperatives, if the agreement has been entered.

5. The procedure for challenging the nullified or nullified agreements shall be in accordance with the rules laid down in Article 70 of the Law on the Legal Regime of Societies of 17 July 1951, with the following provisos:

(a) The proportion referred to in Article 70 (4) is replaced by 10 per 100 of the social vote or 100 if more than 1,000 social votes are in the Cooperative.

(b) The provisions of Article 70 (1) of which the Court, whether or not it is unique in the population, shall not be applicable shall not give rise to any claim of challenge until the expiry of the period of validity of the action of the challenge of the agreements.

(c) The generic referral made in the number 12 of the aforementioned Article 70 to the Law on Civil Procedure shall be understood, first of all, to the rules of the lower-level trial.

6. The interposition before the social organs of the resources referred to in this Law, interrupts the periods of limitation or expiration of actions.

Section 2. From The Governing Council

Article 53. Nature and competence.

1. The Governing Council is the governing body, management and representation of the Cooperative Society, subject to the Law, the Statutes and the general policy established by the General Assembly.

It is up to the Governing Council to do as many powers as are not reserved by the Law or by the Statute to other social bodies, without prejudice to the provisions of Article 43 (1

.

2. The representation of the Cooperative Society attributed to the Governing Council in the preceding number shall be extended, in judgment and out of it, to all matters concerning it.

If limitations are placed on the representative powers of the Governing Council, they may not be valid against third parties, except as provided for in Article 43 (2

.

Article 54. Exercise of the representation.

1. The President of the Governing Council, which shall also be the President of the Cooperative, shall have the legal representation of the Cooperative, without prejudice to liability if its action is not in accordance with the agreements of the General Assembly and the Governing Council.

2. The Governing Council may confer proxies on any person whose representative powers shall be established in the writing of power.

Article 55. Composition.

1. The Statutes shall lay down the composition of the Governing Board, the number of members of which shall not be less than three. In any case, the positions of President, Vice President and Secretary will exist.

2. The cooperatives, if provided for by their Statutes, may reserve positions of Vocal members of the Rector Council, for their designation of among groups of partners configured according to the geographical areas to which the Society extends its activity cooperativizada, or in the light of the activities it develops if clearly differentiated; in the work of the Associated Work, according to the different professional categories of its partners, and in the other classes of Cooperatives, depending on the job partner character.

The Statutes may not in any case set aside the positions of President, Vice President or Secretary.

3. Where the Cooperative has more than 50 contract workers for an indefinite period of time or when, at least, it is provided by its Statutes, one of them shall be a member of the Governing Council as a Vocal member, which shall be elected and may be revoked by the Committee of Enterprise or, failing that, by contract workers for an indefinite period.

The term of office of referred member Vocal will be the same as that established in the Statutes for all members of the Governing Council.

Article 56. Choice.

1. Only members of the Cooperative who are natural persons may be elected members and are not subject to any of the prohibitions in Article 62. However, when the partner is a legal person, the legal representative of the same or the natural person who, belonging to any title, may be appointed for each election may be elected. The chosen person shall act as if he were a Counsellor on his own behalf and hold the post for the entire period, unless he loses the status he had in the legal person, in which case he shall also cease as Counsellor.

2. The members of the Governing Council and, if any, the alternates shall be elected by the General Assembly, by secret ballot, by the largest number of votes. The positions of President and Vice-President shall be directly elected by the General Assembly, except in the case of Co-operatives of a second or a later degree or when, being first grade, they have more than 500 partners who, if provided for by their Statutes may be chosen by the members of the Governing Board from among its components.

3. Notwithstanding the provisions of number 1 and 2, the member of the Board of Directors, representing the workers of the Cooperative, shall have the status of a contract worker for an indefinite period of time and shall be chosen by those who meet such a contract. condition.

4. The Statutes may regulate the electoral process, in accordance with the rules of this Law. In any event, the partners ' eligibility shall not be subject to their proclamation as candidates and, if there are candidates, the individual and the collective shall not be allowed to be closed.

5. The appointment of the Directors shall take effect from the moment of their acceptance and shall be filed for registration in the Register of Cooperatives within 10 days of the date of that date, with the name, surname, number of the national identity, address and nationality document. Acceptance shall be accredited in accordance with Article 23.

Article 57. Duration, cessation and vacancies.

1. Members of the Governing Council shall be elected for a term of between two and four years. The Council shall be renewed at the same time in the entirety of its members, unless the Statute provides for partial renewals. Members may be re-elected indefinitely unless the Statute provides otherwise.

Members of the Rector Board will continue to hold their positions until the time they are renewed, even if the period for which they were elected has ended.

2. The resignation of the members may be accepted by the Governing Council. It may also be accepted by the General Assembly, even if the matter is not on the agenda.

If the waiver gives rise to the situation referred to in issue 6 of this article, in addition to convening the General Assembly within the time limit set out therein, the Directors shall continue in their duties until they are meet the same and the elected ones accept the position.

3. Members of the Governing Council may be removed from office at any time, by agreement of the General Assembly adopted by more than half of the votes present and represented, upon inclusion on the agenda. If it is not on the agenda, a two-thirds majority of the total votes of the Cooperative will be required.

4. The cessation, for any reason, of the members of the Governing Council, shall only take effect against third parties from the date of their registration in the Register of Cooperatives.

5. Vacancies to be produced in the Rector Board shall be filled in the first General Assembly to be held. Until such time as the General Assembly is held, the position of President shall be vacant, and his duties shall be assumed by the Vice-President.

However, the Statutes may establish the existence of alternate members, determining their number and the system of replacement of the members of the Council, except for the positions of President and Vice-President, which shall be directly elected by the General Assembly or appointed by the members of the Governing Board from among its constituents, in accordance with Article 56 (2

.

In all assumptions, the appointee will hold the charge for the time it will subtract from the one that ceased.

6. If the positions of President and Vice-President remain vacant, or if a number of members of the Governing Council is insufficient to validly constitute, the duties of the President shall be assumed by the Senior Vocal and Members who remain, within 15 days of the occurrence of such situation, shall announce the call for a General Assembly in which the vacant posts are to be filled.

Article 58. Operation of the Governing Council.

1. The Statutes or General Assembly shall regulate the internal functioning of the Governing Council.

2. The meeting of the Council shall be convened by the President or the President, on his own initiative or at the request of any Counselor. If the request is not addressed within ten days, it may be convened by the person who has made the request, provided that he or she succeeds in calling for membership of at least one third of the Council.

The call will not be necessary, when all the members of the Board of Directors decide unanimously to hold the Council.

The meeting, without the right to vote, may be convened to the Director and other technicians of the Cooperative and other persons who have an interest in the good progress of social affairs.

3. The Council shall be validly constituted when more than half of its components are personally to the meeting. Counselors will not be able to be rendered.

4. The agreements shall be adopted by more than half of the votes validly expressed, except in the cases established in this Law. In order to agree on matters to be included on the agenda of the General Assembly, the favourable vote of one third of the members constituting the Council shall be sufficient.

Each Counselor will have one vote. The President's vote would lead the draws.

5. The minutes of the meeting, signed by the President and the Secretary, shall contain the discussions in succinct form and the text of the agreements, as well as the outcome of the votes.

Article 59. Remuneration.

The Statutes or, failing that, the General Assembly may assign remuneration to the members of the Governing Board carrying out direct management tasks, which may not be fixed according to the economic performance of the financial year. social. In any case they will be compensated for the expenses that their function originates.

Article 60. The Director.

1. If the Statutes provide for it, the General Assembly may agree to the existence in the Cooperative of a Director, with the powers conferred upon it in the deed of power.

2. It is for the Governing Council to appoint, hire and remove the Director, who may be dismissed at any time by agreement adopted by more than half of the votes of the Council.

The appointment and termination of the Director must be registered in the Register of Cooperatives which, in the light of the corresponding public deed, will transcribe the powers conferred.

3. The existence of Director in the Cooperative does not change or diminish the powers and powers of the Rector Council, nor does it exclude the responsibility of its members in front of the Cooperative, in front of the partners and associates and in front of third parties.

The powers conferred on the Director may only be achieved in ordinary business traffic and shall in no case be granted to:

(a) Set the general guidelines for action in the management of the Cooperative, subject to the general policy established in the General Assembly.

b) The direct and permanent control of business management.

c) Present to the General Assembly the accountability, the proposal of imputation and allocation of results and the explanatory memory of the management of the economic exercise.

d) Request suspension of payments or bankruptcy.

4. The Director, who shall carry out his duties with the diligence of an orderly manager and a loyal representative, shall be liable to the Cooperative for any damage caused to the interests of the latter for having carried out, negligence, excess in his or her faculties or infraction of the orders and instructions that he would have received from the Rector Board. The Director shall also be responsible personally, vis-à-vis the partners and third parties, for acts which directly injure the interests of the partners.

It shall be applicable to the actions of liability against the Director as laid down in Article 65, but in respect of the provisions of Article 65, it may also be exercised by agreement of the Governing Council.

Article 61. Committees, Committees or Councils.

The Statutes and the General Assembly may create Commissions, Committees or Councils with interpretative functions, study of proposals, initiatives and suggestions, survey research and analogous.

The full name of these participative and intermediate instances should not lead to confusion with that of the cooperative bodies and in no case will their criteria be binding on them, without prejudice to their report can be set as prescriptive.

Article 62. Disabilities and incompatibilities.

1. They may not be members of the Governing Board or Directors:

(a) The High Charges and other persons at the service of the Public Administrations acting in their capacity to relate to the activities of the Cooperative in question, unless they are represented, precisely, from the Public Ente in which they provide their services.

(b) Those who perform or exercise their own or other competitive or complementary activities to those of the Cooperative, unless they have been authorized by the General Assembly, in each case.

(c) Children, except as set out in Article 147 (3

.

d) The bankrupt and the non-rehabilitated, the legally incapacitated, those sentenced to penalties that carry the disqualification for the exercise of public office for the duration of the sentence. It shall also reach this prohibition to those who, on the grounds of their position, are unable to pursue gainful economic activities, except in order to serve as a member of the Governing Council if it is not remunerated.

2. They are incompatible with each other, the positions of members of the Board of Directors and Director, as well as the relatives of the same up to the second degree of consanguinity or affinity.

3. The charge, without distinction, as a member of the Governing Board or Director, may not be held simultaneously in more than three Cooperative Societies.

4. The Counselor or Director who was not present in any of the prohibitions of this article, shall be immediately removed at the request of any partner, without prejudice to the liability in which he may incur for his unfair conduct. In the case of incompatibility between charges, the person concerned shall choose one of them within five days of the election for the second position and, if he does not do so, the second appointment shall be void.

Article 63. Conflict of interest with the Cooperative.

1. The General Assembly shall have the prior authorization, when the Cooperative must be obliged to any member of the Board of Directors and Interventors or to the Director or one of its relatives to the second degree of consanguinity or affinity. The authorization of the Assembly will also be necessary so that, with the support of the Cooperative and in favor of the persons mentioned above, debt-taking operations, the provision of bonds, guarantees, guarantees, loans, and any other other for the purpose.

This authorization shall not be necessary in the case of relations with the Cooperative, of the status of the partner or of the worker of the cooperative, if it is a member of the Board of Directors representing the workers.

The persons in whom the situation of conflict of interest with the Cooperative is present, will not take part in the corresponding vote in the General Assembly.

2. The acts, contracts and operations referred to in the preceding number, carried out without the authorization of the Assembly, are null and void, even if the rights acquired by the third parties in good faith will remain safe, and will give rise to the automatic removal of the Counselor or Director, who will be personally liable for damages arising for the Cooperative.

Article 64. Responsibility of the members of the Governing Board.

1. The members of the Governing Board shall be responsible for the care of an orderly manager and a loyal representative.

You must keep secret about the data that is confidential, even after you cease to function.

2. They will respond in solidarity to the Cooperativa, in front of the partners and associates and in front of the creditors of the damage caused by dolo, abuse of faculties or gross negligence. Members who have expressly saved their vote in agreements which have caused damage shall be exempt from liability.

3. The approval, by the General Assembly, of the Balance, Account of Losses and Gains, the proposal on the distribution of the results of the economic exercise and the explanatory note, does not mean the discharge of the members of the Council liability in which they may have incurred.

Article 65. Liability actions.

1. The action of responsibility against the members of the Governing Council may be exercised by the Company, after agreement of the General Assembly, by more than half of the votes validly expressed, which may be adopted even if not included in the order of the day.

At any time the General Assembly, by agreement adopted by a majority of two-thirds of the votes present and represented, may compromise or waive the exercise of the action.

After three months from the date the Assembly adopted the agreement to promote the action of responsibility against the members of the Governing Council, without the Company having entered into it, any partner may exercise it, on behalf of and on behalf of the Company.

The General Assembly's agreement to promote the action of responsibility implies the automatic dismissal of the members of the Governing Council concerned and, at the same session of the Assembly, even if it is not on the agenda, the election of the new members of the Governing Council, which shall be of a provisional nature and shall, before the end of the 15 days after the date of such a situation, publish the call for a new General Assembly, in which it shall elect the members of the definitive Rector Board.

They will also be able to exercise this action, in order to reconstruct the social patrimony, the creditors of the Company, after four months since the production of the facts that originated the responsibility without such action has been exercised by the Company or by the partners.

The action of responsibility against the members of the Governing Council shall prescribe at three years of the occurrence of the acts which have originated such responsibility, unless they are unknown or have been hidden, in which case will be prescribed at six years from your committee.

2. Irrespective of the above number, any partner, associate or third party, may exercise the compensation actions which may correspond to the damage suffered directly in his or her estate by the acts of the members of the Governing Council. The time limit for the action to be taken is that provided for in the previous number if the claimant is a partner, and the one laid down in Article 1.968 of the Civil Code if it is a third party.

Article 66. Impeachment of the Governing Council agreements.

1. May be challenged in accordance with the rules and within the time limits laid down in this article, the agreements of the Governing Council that are contrary to the Law, which oppose the Statutes, or injure, for the benefit of one or more partners or associates, the interests of the Cooperative.

The acts and decisions adopted by the Director, for the purposes of the possibility of the challenge referred to in this article, are considered as agreements adopted by the Governing Council.

2. Agreements contrary to the Law will be void. The other arrangements referred to in the preceding number shall be nullified.

The judgment that considers the action of nullity or nullability of a social agreement will produce effects in front of all the partners and associates, but it will not affect the acquired rights of good faith by the third parties contested agreement.

3. They are entitled to the exercise of the actions of challenge of the nullified agreements, those attending the meeting of the Council who have recorded in the minutes their vote against the agreement adopted, the absent and those who have been illegitimately private to cast their vote, as well as the Interventors and the 5 per 100 of the partners.

For the exercise of the actions for the impeachment of null agreements, all the partners, including the members of the Governing Council who have voted in favour of the agreement and those who have abstained, are legitimized.

4. Actions for the challenge of null or void agreements shall expire for two months after they have been informed of the agreement and provided that one year has not elapsed since their adoption.

5. The actions of challenge shall be exercised in accordance with the procedure referred to in Article 52.

Section 3. Of the Interventors

Article 67. Appointment and duties.

1. The Statutes shall set the number of holders, between one and three, with the possibility of establishing the existence and number of alternates.

The period of action of the Interventors, which shall set the Statutes, shall not be less than one year and no more than three, and may be re-elected indefinitely.

2. Only the members of the Cooperative who are natural persons may be elected Interventors, and they shall not be subject to any of the prohibitions in Article 62.When the partner is a legal person, it shall apply to the number 1 of the Article 56.

3. The Financial Controller and, if any, the alternates shall be elected by the General Assembly, by secret ballot, by the largest number of votes.

4. The financial year of the Financial Controller may give rise to economic compensation in accordance with the terms laid down for members of the Governing Council in Article 59.

5. It shall apply to the Financial Controller as set out in Article 56 (4) and (5) on the electoral process and appointment, and the second subparagraph of Article 57 (1), paragraph 2, and Article 57 (3) on the duration of his term of office and his/her term of office. eesc, as well as the provisions of Articles 64 and 65, while the liability of the Interventors shall not be of a solidarity nature. Article 62 (1), (3) and (4) shall also apply to the Financial Controller. The position of Interventor is incompatible with that of the Director or member of the Rector Board, and with the parentage of the same up to the second degree of consanguinity or affinity.

6. The Interventors, as the oversight bodies of the Cooperative, have as functions, in addition to those expressly entrusted to it by this Law, the censorship of the annual accounts, and the Statutes may assign other functions to them that are not expressly entrusted to other social bodies, do not hinder or hinder the business of the Cooperative and are of a controlling nature.

Article 68. Annual accounts report.

1. The annual accounts, consisting of the Balance Sheet, the Profit and Loss Account and the Explanatory Note, before being submitted for approval to the General Assembly, shall be censured by the Financial Controller or Controller.

2. The Financial Controller shall have a period of one month from which the annual accounts are delivered by the Rector Board, in order to make its report in writing, by proposing its approval or by making the reservations which it considers appropriate. If, as a result of the report, the Governing Council is obliged to amend or alter the annual accounts, the Interventors shall extend their report on the changes introduced.

3. The Interventors have the right to consult and verify, at any time, all the documentation of the Cooperative and to proceed to the verifications they deem necessary, not being able to reveal particularly to the other partners or associates or to the outcome of their investigations.

4. The Controller may issue a separate report in the event of disagreement.

5. The report of the Interventors will be collected in the report book of the censorship of accounts.

6. The approval of the annual accounts by the General Assembly without the prior report of the Financial Controller shall be contested by any partner or associate, who may call for a declaration of invalidity within the time limits and in accordance with the procedure laid down in Article 52.

Article 69. External audit.

1. Where the Law or the Statute is established or the General Assembly agrees, the annual accounts shall be verified by natural or legal persons outside the Cooperative; the natural persons shall be experts of higher education and legal persons to have their service provided to them and to carry out such verification.

The External Audit Service may be performed by Co-operatives of second or subsequent degrees or by Associations of Cooperatives to which the Cooperative belongs, or by other First-degree Cooperatives other than verified, provided that natural persons who do so meet the conditions required in the preceding paragraph.

2. In no case shall the verification of the accounts by a person who has performed or has performed in the last four years of administration or functions of advice or trust in the Cooperative be carried out. It shall also not be carried out by the person who forms or has been part of the staff of the same period of time or by persons who are involved in any of the prohibitions provided for by this Law for the Interventors.

3. The auditors, natural or legal persons who are required to carry out the verification of the annual accounts, shall be appointed by the General Assembly.

When the appointment by the General Assembly has not been made timely or the appointed persons are unable to perform their duties, the Governing Council, the Interventors or any partner may request from the Judge of the District of Cooperative's registered office for the designation of those who are required to carry out the annual accounts verification.

4. The auditors shall, at least, have a period of one month, from which the annual accounts have been delivered to them by the Governing Board, in order to make their report, which shall contain at least the following particulars:

a) If statutory and statutory rules have been respected in the drafting of the annual accounts.

(b) The observations on facts which, where appropriate, have proven and which represent a danger to the financial situation of the Cooperative.

c) The certification that the accounting of the annual accounts is correct or, where appropriate, the reasons for which they have formulated reservations or refuse to grant the certification.

5. The external audit report will be collected in the Account Censorship report book.

6. When the Cooperative, in accordance with the provisions of the number 1 of this article, is obliged to submit the annual accounts to external audit, the approval of the accounts by the General Assembly without the prior report of the reviewers will be may be challenged by the procedural channels provided for in Article 52, without prejudice to the request of the District Judge, who shall order the conduct of the external audit and, where appropriate, designate the person to carry out the audit, on behalf of the Cooperative.

7. In the financial years in which the annual accounts, by law or statutory provision, are to be subject to external audit, by way of derogation from Article 68 (6), it shall not be necessary for approval by the General Assembly, the annual report of the Interventors of the Cooperative, unless the Statutes establish it.

If the external audit is carried out as a result of the General Assembly agreement, it will be the one that determines the need or not of the report of the Interventors.

8. The annual accounts shall also be subject to external audit upon request, in writing, to the Rector Council, 15 per 100 of the Cooperative's partners. In this case, the costs of the external audit shall be on behalf of the applicants, except where essential defects or irregularities are found in the established accounts.

It will be up to the applicants to appoint the reviewers, without prejudice to the fact that the report of the reviewers is also known to the Rector Council, the Interventors and the General Assembly.

Section 4. From the Resources Committee

Article 70. Functions and composition.

1. First-degree cooperatives, if provided for in their Statute, shall constitute the Committee on Resources, which shall process and resolve the remedies against the sanctions against the partners or associates, agreed by the Governing Council, and the other resources in which the provides for this Law or the Statute.

2. The composition of the Committee shall be laid down in the Statute and shall be composed of at least three members.

Its members will be elected by the General Assembly by secret ballot. The term of office will be two years, and may be re-elected. It shall apply the provisions of the second subparagraph of Article 57 (1) on the duration of the term of office until its renewal occurs.

Members of the Resources Committee shall elect a President and a Secretary from among them.

The membership of the Committee is incompatible with any other election charge at the Cooperative or with the employment relationship with it.

3. The Resources Committee shall be validly deliberated with the assistance of half plus one of its components.

The Committee's agreements shall be adopted by a simple majority of the members in attendance, the voting delegation not being possible. The President's vote would lead the draws.

They may not take part in the processing and resolution of the resources of the members who have, with respect to the partner or, where appropriate, the associated partner, kinship of consanguinity or affinity within the second degree, or relationship of service.

The minutes of the Committee meeting, signed by the Secretary and the President, will contain the text of the agreements.

The Resources Committee's agreements will be immediately executive and final as an expression of the social will and may be used, as if they were dictated by the General Assembly, in accordance with the provisions of the Article 52.

CHAPTER VII

From the economic regime

Article 71. Responsibility.

Partners will not personally respond to social debts, unless otherwise provided in the Statute, in which case they must determine the extent of liability.

However, in any case, the partner that causes a low in the Cooperative will personally answer for the social debts, after excusing the social, for five years since the loss of his status as a partner, for the obligations contracted by the Cooperative before its discharge, up to the amount reimbursed of its contributions to the social capital.

Article 72. Social capital.

1. The social capital shall be constituted by the compulsory and voluntary contributions of the partners and, where appropriate, of the partners.

The Statutes will set the minimum social capital with which the Cooperative can be established and operated, and which must be fully disbursed.

To determine the paid-up capital figure, the deductions made on contributions to the satisfaction of the losses attributed to the partners will be subtracted, where appropriate.

If the Cooperative announces to the public its share capital, it must refer to the specific date and express the disbursement.

2. Contributions shall be credited by means of nominative titles which shall in no case be regarded as securities. They may also be credited by means of nominative participation books, which shall reflect, where appropriate, the updates of the contributions and their deductions to the satisfaction of the losses attributed to the partner.

3. Contributions shall be made in national currency.

However, if the Statutes are provided for or the General Assembly agrees, they may also consist of goods and rights.

If the contribution consists of goods, furniture or buildings or rights assimilated to them, the contributor will be obliged to the delivery and sanitation of the thing that is the object of the contribution, in the terms established in the Civil Code for the contract of sale and the rules of the Code of Commerce on this same contract shall apply in point to risk transmission.

If the contributions consist of a credit claim, it shall be liable for the legitimacy of the credit and the creditworthiness of the debtor.

If a Company or an establishment is provided, the contributor shall be obliged to the consolidation of its whole, if the vice or the eviction affects all or any of the essential elements for its normal exploitation. It shall also proceed to the individual consolidation of those elements of the Company provided that are of importance for their value.

The valuation of non-cash contributions shall be made by the Governing Board, subject to the report of one or more independent experts, under its responsibility, on its characteristics, value and criteria used for get it. However, if the Statutes were established, the assessment carried out by the Governing Council shall be approved by the General Assembly.

The non-cash contributions referred to in the preceding paragraphs do not yield any transfer or transfer even for the purposes of the Urban or Rustic Leases Act, but the Cooperative Society is continuing in the ownership of the right or right. The same shall apply to trade names, trade marks, patents and any other titles and rights constituting contributions to social capital.

4. The total amount of contributions from each partner, in first-degree Cooperatives, may not exceed 25 per 100 of the share capital.

Article 73. Mandatory contributions.

1. The amount of the mandatory contributions shall be equal for each partner, unless the Statute provides that the amount of the contributions is proportionate to the commitment or potential use of the cooperative services by each partner.

2. The Statutes shall set the minimum mandatory contribution to be a partner. At least 25 per 100 shall be disbursed to acquire the status of a partner, and the remainder in the form and time limits provided for by the Statute or by the General Assembly.

3. The General Assembly, by the majority established in accordance with the provisions of Article 49 (2), may agree to the requirement for further compulsory contributions, fixing the amount, time and conditions of the disbursement. The partner who has paid voluntary contributions may apply them in whole or in part to cover the new compulsory contributions agreed by the General Assembly.

4. The partner who does not disburse the contributions within the expected time limits will be in arrears due to the expiration of the deadline and must pay to the Cooperative the legal interest and will be able to compensate for the damages caused by the late payment.

The defaulting partner may be suspended from his political and economic rights until he normalizes his or her situation, and if he does not make the disbursement within sixty days of his being required, he/she may be discharged. mandatory, if this is the minimum mandatory contribution to be a partner, or expelled from the Company, in the other cases.

In any case, the Cooperative may proceed judicially against the delinquent partner.

Article 74. Contributions from the new partners.

1. The General Assembly shall fix the amount of the compulsory contributions of the new members and the conditions and time limits for their disbursement, harmonizing the economic needs of the Cooperative and the principle of facilitating the incorporation of new partners.

2. The amount of the new members ' compulsory contributions may not be lower than the minimum compulsory contributions to be a partner, fixed in accordance with Article 73 (2), or higher than that of the contributions made by the new partners. the current partners, increased by the amount resulting from the application of the General Index of Consumer Prices.

Article 75. Voluntary contributions.

1. The General Assembly and, if provided for in the Statutes, the Governing Council, may agree to the admission of voluntary contributions to the social capital. The agreement shall establish the maximum overall amount, the terms and the subscription period which may not exceed six months from the date of the agreement.

2. Voluntary contributions must be fully disbursed at the time of subscription and will have the character of the social capital's own permanence of which they become a party.

Article 76. Interests.

The Statutes will determine whether the contributions paid to the social capital will be interest. If yes, the interest rate shall be fixed by the General Assembly, in the case of compulsory contributions, by the Statute or, in the absence thereof, by the General Assembly. In no case may it exceed by more than three points of the Bank of Spain's basic interest rate.

Article 77. Updating of the contributions.

1. The balance sheet of the Cooperatives may be regularised on the same terms and with the same benefits as shall be established for the companies of common law, without prejudice to the provisions of this Law on the fate of the regularisation of the balance sheet.

2. Unless the circumstances provided for in Article 87 (2) are met in the Cooperative, the result of the balance sheet regulation shall be 50 per 100 for the compulsory reserve fund, and the other 50 per 100 shall be allocated to a liability account, referred to as the 'contribution update', to which the update of the contributions to the share capital shall be made.

3. Each financial year, if agreed by the Assembly, may be updated on the contributions paid out and existing on the date of the end of the financial year, as far as the allocation for the "Update of contributions" account permits. In any event, this update may not be higher than the General Index of Consumer Prices, published by the National Statistics Institute and referred to the economic year in question.

4. The updating of the contributions may be carried out only in respect of the previous five financial years, which are not up to date when the accounts are approved by the General Assembly. Only contributions from partners and partners that continue to be available at the time of the update by the General Assembly may be updated.

In case of settlement of the Cooperative, the remaining remaining in the "Contribution Update" account will be allocated for the purposes of the Mandatory Reserve Fund.

Article 78. Transmission of contributions.

1. Contributions can only be transmitted:

(a) By living assets, among the members of the Cooperative, in the terms set out in the Statutes.

However, the partner who, because he has lost the requirements to continue to be so, is a compulsory low in the Cooperative and is qualified as justified, will be able to pass on his contributions to his spouse, ascending and a descendant, if they are partners or acquire such a condition within three months of their absence.

b) By succession mortis causa, if the rightholders are partners or acquire such a condition within six months.

2. In the cases referred to in the second subparagraph of paragraph (a) and (b) of the preceding number, the acquisition of the status of a partner shall be carried out in accordance with Article 31, the transferred contributions shall be taken into account in the contributions that the new partner has to make in accordance with Article 74, and the new partner will not be obliged to pay up income fees.

Article 79. Rights of the members ' personal creditors.

The personal creditors of the members will not have any right on the assets of the Cooperative or on the contributions of the members to the social capital, which are inembargable. This, without prejudice to the rights that the creditor can exercise on refunds and returns satisfied to the partner.

Article 80. Reimbursement of contributions.

The Statutes shall regulate the right to reimbursement of contributions in the event of a member's absence, either to the partner or to his or her rights holders, in accordance with the following rules:

(a) The amount of the contributions at the time of the discharge shall be deducted from the losses attributed to the partner, corresponding to the financial year in which the discharge has occurred and/or to other previous financial years and which have not compensated or satisfied by the partner.

(b) The amount of the compulsory contributions, resulting from the application of the provisions of paragraph (a) above, the Rector Board may agree deductions up to the maximum laid down by the Statute, which may not be more than 30 per 100 in the case of discharge, or 20 per 100 in the case of non-justified voluntary leave, with the exception laid down in Articles 32 and 33.

The deductions referred to in this paragraph may in no case be made on voluntary contributions, nor shall they proceed where the discharge is justified.

The partner disagrees with the agreement of the Board of Rector on the qualification and effects of its discharge, may contest it according to the procedural rules provided for in Article 66, and may also, if it wishes, use it in advance before the Committee on Resources and, failing that, before the General Assembly within forty days of having knowledge of the agreement. If he/she has recourse, the action of impeachment shall lapse for the duration of three months from the date of the agreement of the Resources Committee or the Assembly.

(c) The repayment period shall not exceed five years from the date of the discharge, with the provisos laid down in Articles 32 and 33 of this Law. In the event of the death of the partner, reimbursement to the right holders shall be made within a period not exceeding one year from the event causing the death.

Pending amounts of reimbursement will not be eligible for updates, and will entitle the Bank of Spain to receive the basic interest rate plus three points.

Article 81. Benefits and financing that do not integrate social capital.

1. The Statutes or, where appropriate, the General Assembly, may establish income and/or periodic fees, which shall not be inclusive of capital or be reintegrable.

The amount of the membership fees of the new members may not exceed 25 per 100 of that of the mandatory contributions to be made in accordance with the provisions of Article 74.

2. The goods of any kind provided by the partners for the cooperative management and, in general, the payments for obtaining the cooperative services, do not integrate the social capital and are subject to the conditions fixed and contracted with the Cooperative Society.

3. The General Assembly may agree to the admission of voluntary financing by the partners, in any legal form and with the time and conditions laid down in the agreement itself. In no case will they integrate social capital.

4. The cooperatives, after agreement of the General Assembly, may issue obligations, the emission regime of which shall be in accordance with the provisions of the legislation in force, and the appropriate entries must be made in the Register of Cooperatives.

Article 82. Economic exercise.

1. Save as otherwise provided in the Statute, the financial year shall coincide with the calendar year.

2. The Governing Board shall, within the maximum period of four months, be required to draw up, from the end of the financial year, the balance sheet, the profit and loss account, the explanatory note and the proposal for the distribution of surplus and the destination of the extra-operating profit or the allocation of losses.

The Balance Sheet, the Loss and Earnings Account and the Explanatory Note will be written in such a way that, with their reading, an accurate representation of the cooperative's assets situation can be obtained from the economic results. obtained in the exercise and the course of the business activity of the Cooperative.

3. The balance sheet items shall be valued in accordance with the principles generally accepted in Accounting, as well as objective criteria that guarantee the interests of third parties and that allow an orderly and prudent economic management of the Cooperative. There will be continuity in the assessment criteria, which cannot be varied without reason, which should be expressed in the Book of Inventories and Balances. Where the Balance Sheet is updated, the provisions of Article 77 shall be complied with.

Article 83. Determination of the results of the financial year.

In determining the results of the economic exercise:

1. The following shall be considered as expenses for fixing the net surplus or, where applicable, the losses of the financial year:

(a) The amount of the goods delivered by the cooperative management partners, valued at the average market prices at the time of delivery, even if no advance payment partners have been paid to the partners; (a) the amount of the employment advances of the employees and the working partners, measured in accordance with the remuneration normally satisfied in undertakings of similar activity in the area in which the undertaking is carried out; employment activity, even if the advance actually paid is lower.

b) The expenses necessary for the operation of the Cooperative. Expenditure in respect of which the duration is higher than that of the economic year or which does not correspond to a period exceeding that of the financial year shall be charged to the proportion of the expenditure in proportion.

(c) The interest accrued by the partners and the associates, by their contributions to the share capital and in the cases referred to in Article 81 (3) and (c) of Article 85 (2), and by the obligationists and the other creditors.

(d) The amounts intended for the effective depreciation of the fixed assets.

2. They shall be held separately, and shall be used for the compulsory reserve fund, the profits made from the cooperative operations carried out with non-member third parties, the profits accruing from capital gains in the disposal of the assets of the fixed assets or those obtained from other sources other than the specific purposes of the Cooperative, as well as the derivatives of investments or holdings in non-cooperative societies.

3. The amount of the reintegrating of long-term loans, which are made by reducing the available surpluses, or by crediting the partner at a price below the market average for the goods he delivers for the cooperative activity, or, where appropriate, by means of the payment of advances at work of less than normal remuneration in the area, they shall be considered as contributions to the share capital, individually charged to each partner in the light of the cooperative activity which has developed.

Article 84. Application of surpluses.

The net surplus of the financial year, after deduction of taxes, shall apply for the following purposes:

(a) For the compulsory reserve fund, and/or the Education and Promotion Fund, an overall amount of 30 per 100 of the surplus referred to; where the compulsory reserve fund reaches an amount equal to 50 per 100 of the (a) to be allocated, at least 5 per 100 to the Education and Promotion Fund, and 10 per 100, at least when the compulsory reserve fund reaches an amount higher than twice the share capital. The distribution between the two Funds shall be agreed by the General Assembly unless the Statutes are established.

(b) The available surpluses, which result after deduction of the net surplus from the appropriations of the compulsory funds, shall be applied, as agreed by the General Assembly in each financial year to a cooperative return and, where appropriate, to the participation in the results by the employees of the Cooperative, as well as to increase the Fund of obligatory Reserve and the Education and Promotion and/or to the formation of a Fund of Voluntary Reserve, created by the Statutes or by the General Assembly, which, in any case, will have the character of irrepressible.

Article 85. The cooperative return.

1. The cooperative return will be credited to the partners in proportion to the cooperative operations, activities or services performed by each partner in the Cooperative.

The cooperative return in no case can be credited according to the contributions of the partner to the social capital.

2. The Statutes or, failing that, the General Assembly, by more than half of the votes validly expressed, shall determine how to make effective the cooperative return credited to each partner, in accordance with the following modalities:

a) That the partners are immediately satisfied with the approval of the accounts for the financial year.

b) To be incorporated into the social capital, giving rise to the corresponding increase in the amount of contributions from each partner to the same.

c) To be incorporated into a Fund, regulated by the General Assembly, in accordance with the following rules:

a ') The amount of the cooperative return credited to each partner and incorporated into this Fund, shall be returned to the partner, in any case, within a period not exceeding five years.

b ') At all times and even if the time limit for its return to the partner has not been met, the member may allocate the amounts of the holder in that Fund to satisfy the losses attributed to him in accordance with the provisions laid down in Article 87, and to satisfy compulsory contributions to social capital.

c ') The amounts incorporated in that Fund shall bear the interest rate to be fixed by the General Assembly, which shall not exceed the basic of the Bank of Spain plus three points.

Article 86. Participation of salaried staff in available surpluses.

1. In the associated Working Cooperatives, the participation of each employee of the Cooperative in the favorable results thereof, shall be equal to 25 per 100 of the cooperative return credited to the worker partner that I will lend equal to or similar activity in the Cooperative.

2. In the other classes of Cooperatives, the General Assembly, after a report of the Governing Council and heard the representation of the employees of the Cooperative, shall fix the total amount of the participation of the workers in the surplus available as well as the form of distribution.

3. The worker's participation in the favorable results of the Cooperative, regulated in this article, has a salary character and is compensable with the salary supplement of similar nature established in the applicable labor regulations. Where the participation in the results of the Cooperative is less than the corresponding salary supplement, the latter shall apply.

Article 87. Imputation of the losses.

1. The Statute shall lay down the criteria for the compensation of losses for the financial year not included in the number 2 of this Article, in accordance with the following rules:

(a) The Reserve Fund may be charged the percentage of such losses as laid down in the Statute, which shall in no case exceed 50 per 100 of those losses.

(b) If there is a voluntary reserve fund, as referred to in Article 84 (b), it may also be imputed to the percentage fixed by the General Assembly.

(c) The resulting difference shall be attributed to the partners, in proportion to the cooperative operations, activities or services effectively carried out by each partner in the Cooperative. If this activity is lower in its amount to which at least the partner is obliged to carry out the business in accordance with the Statute, the imputation of the said losses shall be carried out in proportion to the minimum cooperative activity mandatory.

In no case will the losses be imputed to the partner based on their contributions to the share capital.

d) The losses attributed to each partner will be met in one of the following ways:

(a ') In cash, within the financial year in which the Balance sheet was approved for the losses.

b ') By means of deductions in the amounts of which the partner in the Fund referred to in Article 85 (2) (c) is a holder.

c ') Through deductions in the partner's voluntary contributions to social capital.

d') Through deductions on the partner's mandatory contributions to social capital.

e ') With returns that may correspond to the partner in the five financial years following the one in which the Balance sheet was approved for the losses; if, after that period, losses are not offset, they shall be be met in cash by the partner within one month.

The partner may, in any case, use any of the forms mentioned in (a), (b), and (c). In order to use the forms d') and e ') it shall be necessary for the General Assembly to approve the Balance Sheet in which the losses to be compensated are charged.

2. Losses arising from the cooperative activity carried out with non-member third parties, as well as losses arising from the disposal of the assets of the fixed assets and the assets, shall be charged to the Reserve Fund. derived from extracooperative activities, other than the specific purposes of the Cooperative or of investments or social interests in other non-cooperative natural or legal persons.

If the amount of the Required Reserve Fund is insufficient to offset these losses, the difference will be collected in a special account, for amortization from future income of the Mandatory Reserve Fund. Until such time as these losses have been written off, the balance resulting from the update of the balance sheet shall be paid in full to the Reserve Fund as well as the remaining balance in the account of the "Update of contributions" referred to in Article 27 (2

.

3. In each financial year, in the allocation of losses to the Reserve Fund, the provisions of this Article shall be charged first.

Article 88. Required Reserve Fund.

1. The mandatory Reserve Fund, intended for the consolidation, development and guarantee of the Cooperative, is irreparable among the partners, even in case of dissolution of the Company.

2. It will necessarily go to this Fund:

(a) The percentage, on net surpluses, to be set by the Statutes and, where appropriate, to be agreed by the General Assembly, in accordance with Article 84.

(b) The benefits referred to in Article 83 (b).

c) Deductions on mandatory contributions in the partner's lower assumptions.

d) Income fees.

(e) The percentage, as a result of the adjustment of the balance sheet, which corresponds in accordance with the provisions of Article 77 and, where applicable, in Article 87 (2

.

3. This Fund shall also be provided with the amounts which, under the available surpluses, the General Assembly may agree to.

Article 89. Education and Promotion Fund

1. The Education and Promotion Fund shall be used for activities that meet one of the following purposes:

(a) The training and education of their partners and workers in the cooperative principles, as well as the dissemination of the characteristics of cooperativism in the social environment in which they operate.

b) The promotion of inter-cooperative relations.

c) The cultural and professional promotion of the local environment or the wider community.

2. The General Assembly shall establish the basic lines of implementation of the Education and Promotion Fund.

For the purposes of the Fund, it will be possible to collaborate with other Cooperative Societies, Public and Private Institutions, and with agencies that are dependent on the State or Autonomous Administration.

In the annual report, explanatory note for the management during the financial year, details of the amounts charged to the Fund have been allocated for the purposes of the financial year, indicating the work carried out and, in its case, mention of the Societies or Entities to which they were referred for the fulfilment of those purposes.

3. It will necessarily go to this Fund:

(a) The percentage of net surpluses to be set by the Statute and, where appropriate, the General Assembly, as laid down in Article 84.

(b) Sanctions that are imposed by disciplinary action by the Cooperative to its members.

This Fund will also be provided with:

(a) The amounts that, from the available surpluses, the General Assembly may agree to discretionally agree.

(b) Grants, donations and any kind of assistance received from partners or third parties, for the purpose of fulfilling the purposes of the same.

4. The Fund for Education and Promotion is inembargable and its allocations shall be included in the liability of the balance sheet with the separation of other items.

The amount of the said Fund that has not been applied shall be materialised within the financial year following the year in which the allocation was made, in savings accounts or in securities of the Public Debt, of which Financial returns shall be applied for the same purpose. Such deposits or securities may not be pledged or affected by loans or credit accounts.

CHAPTER VIII

From Books and Accounting

Article 90. Social documentation.

1. Without prejudice to other laws or special provisions, the Cooperatives shall keep the following books in order and in order:

a) The Partner Registration Book and, if applicable, the Associated Registry Book.

b) Book of Registration of Contributions to the Social Capital.

(c) Book of Proceedings of the General Assembly of the Governing Council and, where appropriate, of the Committee on Resources and the Preparatory Boards.

2. The Partner Registration Book and the Associate Registration Book shall contain the data set out in Article 11, number 2, the date of admission and the date of the entry and, where applicable, the date of the work partner's character.

3. All the social books will be filled by the District Court or Peace Court where the Cooperative has its registered office to which it will be presented so that, prior to its use, it will be stamped in the first sheet of each one the signed diligence of those who have the Book and, in all the folios, the stamp of the Court that authorizes it. Cooperatives may request that these legalizations take place in their own registered office.

4. The Books and other documents of the Cooperative shall be in the custody, surveillance and responsibility of the Rector Council, which shall keep them, at least, for five years following the transcript of the last act or seat, or the extinction of the rights or obligations they contain, respectively.

5. However, as set out in the previous figures, the Directorate-General for Cooperatives and Labour Societies of the Ministry of Labour and Social Security may authorise another system of social documentation offering similar guarantees to the provided for in this Article. In the case of Insurance Cooperatives, the prior report of the Directorate-General for Insurance will be required.

Article 91. Accounting.

1. The cooperatives must keep an accurate and proper accounting for their activity, which shall be governed by the principles of veracity, clarity, accuracy, responsibility and accounting secrecy, which shall be applied with the specific characteristics of the the nature of the Cooperative Society.

2. Cooperatives shall bear the following Accounting books:

a) Book of Inventories and Balances.

b) Daily Book.

c) Book of Accounts of Accounts Censorship.

(d) Books establishing the special legislation applicable by reason of their business activity.

3. The Book of Inventories and Balances will be opened with the detailed initial Balance Sheet of the Cooperative, and will annually collect the inventory, the Balance of the exercise and the Profit and Loss Account.

The Daily Book will record every day of the operations related to the economic exercise of the Cooperative. It shall be valid, however, for the total entry of the total of the transactions for periods not exceeding the month, provided that their details appear in other books, tokens or records, although they are not legalised.

The Accounts Censorship Reports Book will collect the reports issued by the Interventors and, if applicable, by the external audit.

4. Bookkeeping books must be completed in the form laid down in Article 90 (3). However, they may also be bound, foliated and completed from loose leaves, provided that it is done within three months of the end of the financial year before the Court referred to in that Article 90.3.

5. It shall apply to books and accounting documents, as laid down in Article 90 (4

.

6. The provisions of the Trade Code shall apply to the provisions of this Article.

CHAPTER IX

From modification of Bylaws

Article 92. Requirements for the modification of Statutes.

1. The modification of the Statutes must be agreed by the General Assembly and requires the concurrence of the following requirements:

(a) That the Governing Council or, where appropriate, the partners or associated authors of the proposal, make a written report with the detailed justification of the proposal.

(b) To be expressed in the call, with due clarity, the extremes to be modified.

(c) The notice of the call shall include the right of all members and associates to examine in the registered office the full text of the proposed amendment and of the report thereon.

d) That the agreement be taken by the General Assembly by the majority required by Article 49. In any event, the agreement with the approved text shall be raised to public deed, which shall be entered in the Register of Cooperatives, to which effect shall apply as set out in Article 15 (1) and (2

.

2. When the modification consists of the change of class of the Cooperative, the members who have not voted in favor of the agreement, will have the right to be separated from the Society, considering their absence as justified. This right may be exercised until one month after the registration of the agreement in the Register of Cooperatives.

Article 93. Change of address.

Except for the statutory pact to the contrary, the change of registered office in its transfer within the same municipal term will not require the agreement of the General Assembly, being able to be agreed by the Council of the Cooperative. The agreement shall be formalised in accordance with Article 22 (2) and shall be entered in the Register of Cooperatives.

CHAPTER X

From Merge and Excision

Article 94. Modes and effects of the merger.

1. It will be possible to merge Cooperative Societies into a new one or the absorption of one or more other existing Cooperative.

Cooperative societies in liquidation may participate in a merger as long as the reimbursement of contributions to the share capital to the partners or associates has not begun.

2. Cooperative societies which are merged into a new one or which are absorbed by another existing company will be dissolved, even if they do not enter into liquidation, and their assets, partners and, where appropriate, the partners will move to the new or absorbing company, which shall assume the rights and obligations of the dissolved companies. The Social Funds, compulsory or voluntary, of the dissolved societies will be integrated into those of the new or absorbing Cooperative Society.

Article 95. Merge project.

The draft terms of merger shall be set out in a prior agreement by the Board of Directors of the merging companies and shall contain at least the following entries:

1. The name, class and address of the Cooperative Societies participating in the merger and the new Company, as appropriate, as well as the data identifying their registration in the Register of Cooperatives.

2. System to set the amount that is recognized to each partner or associate of the dissolved Societies, as contributions to the social capital of the new or absorbing Cooperative Society.

3. The rights to be recognized to the partners of the companies dissolved in the use of the services of the new or absorbing Society.

Article 96. Supporting documentation of the convening of the Assembly.

The following documents shall be made available to the members and associates at the registered office of the Assembly when the call is published:

1. The draft merger referred to in Article 95.

2. The Balance Sheet, the Loss and Profit Account and the explanatory note for the three financial years of the companies participating in the merger, together with the corresponding reports from the Interventors.

3. The Merger Balance of each of the Companies, as provided for in Article 98, where it is different from the last approved annual balance sheet.

4. The Memory written by the Board of Rector on the appropriateness and effects of the merger.

5. The draft Statute of the new Company or, in the case of an absorption, the full text of the amendments which, if any, are to be entered into the Statutes of the Absorbing Society.

6. The current Statutes of the Societies participating in the merger.

7. The list of names and names of the members of the Governing Council of the Cooperative Societies participating in the merger and the date from which they are charged.

Article 97. Requirements for the merge agreement.

1. The merger agreement shall be adopted in the General Assembly for each of the companies merging by the majority required by Article 49, number 2, in accordance with the following requirements:

(a) The call of the General Assembly, which shall comply with the statutory and statutory rules, shall include the minimum particulars of the draft terms of merger referred to in Article 95, and shall state the right of all partners and associates to examine in the registered office the documents referred to in Article 96, and to request the free delivery or dispatch of the full text of the draft terms of merger and of the report drawn up by the Governing Council on effects of the merger.

(b) The merger agreement must be approved without amendment to the draft terms of merger and, where the merger takes place by the creation of a new company, must include the particulars required by Article 9 (2), application results.

c) The merger agreement of each of the Cooperatives, once adopted, will be published in the "Official Gazette" of the province or the Autonomous Community in which the Cooperatives have their registered office and in a large newspaper circulation in the province.

2. From the moment the draft merger has been approved by the General Assembly of each of the Cooperatives, all of them are obliged to continue the merger procedure.

Article 98. Merge balance.

1. The final annual balance sheet may be considered as a merger balance, provided that it does not exceed the date of conclusion of the assembly to be resolved by the merger in more than eight months. If the annual balance sheet does not comply with this requirement, a balance sheet must be drawn up within the time limit referred to above, which must be censured by the Interventors and subject to the approval of the Assembly.

2. The challenge of the merger balance shall not, in itself, suspend the execution of the merger.

Article 99. The separation right of the partner.

1. The partners and associates of the Cooperatios who are extingan, disagreeable to the merger agreement, will have the right to separate from their Cooperative, in writing addressed to the President of the Board Rector within the month following the last publication of the notice referred to in Article 97 (1) (c).

2. The Cooperative resulting from the merger will assume the obligation to settle the contributions to the disagreeable partner with the merger, in the form regulated in this Law for the case of justified low.

3. By the mere fact of the merger, the members and associates of the Absorbent Cooperative shall not be entitled to separate.

Article 100. Right of opposition to creditors.

The merger may not be completed before two months after the date of the last notice of the agreement referred to in Article 97 (1) (c). If, during this period, an ordinary creditor of certain of the companies which is extinguished is opposed in writing to the merger, the merger may not take effect if its claims are not entirely satisfied or if the debtor company has previously, or the (i) that it will result from the merger; it does not provide sufficient guarantee for them. Creditors may not object to the payment even if the claims are not due.

Article 101. Merge Write.

The formalization of the merger agreements will be made by single public deed, in which the merger agreement approved by the respective General Assemblies of the merging Societies, which will have to contain the the merger balance of the companies that are extinguished.

If the merger takes place through the creation of a new Company, the deed must also contain the particulars required by Article 14, as soon as they are applicable, for the incorporation of the same; if it is carried out by absorption shall contain the statutory amendments which would have been agreed by the acquiring company on the occasion of the merger.

The merger deed shall be effective, in the Register of Cooperatives, for the cancellation of the extinguishing Societies and the registration of the newly constituted or modifications of the absorbent.

Article 102. Excision.

1. The division of the Cooperative may consist of the dissolution, without liquidation, by the division of its patrimony and the collective of partners and associates in two or more parts. Each of these will be transferred in block to newly created Cooperatives or will be absorbed by other existing ones or will be integrated with the split parts of other Cooperatives into one of new creation. In these last two cases it will be referred to as fusion.

It may also consist of the segregation of one or more parts of the estate and the collective of members and associates of a Cooperative without the dissolution of the Cooperative, and the transfer of the part or the segregated parts to others New or existing cooperative cooperatives.

2. The co-operating rules of the merger shall be applicable to the participating Cooperatives in this Law, and their partners, associates and creditors may exercise the same rights.

CHAPTER XI

From dissolution and liquidation

Section first. Of the dissolution

Article 103. Causes of dissolution.

The Cooperative Society will dissolve:

1. º By the completion of the term fixed in the Statutes.

2. º By the conclusion of the Company that constitutes its object.

3. The manifest impossibility of developing cooperative activity.

4. The cessation or inactivity of social organs for two consecutive years.

5. º For the cessation of the cooperative activity for two years, without justified cause.

6. ° For the reduction of the number of partners below the minimum set in Article 7. º, without being reset within six months.

7. For the reduction of the share capital to a quantity below the minimum social capital figure, established by a statutory basis, without being restored within six months, resulting in such a reduction as a result of the reduction of members and associates or of deductions in contributions to the share capital, for the purpose of charging losses in the case (s) and (d) of Article 87 (1).

8. º By merging or excision.

9. The Company's bankruptcy.

10. By agreement of the General Assembly, adopted by the majority provided for in Article 49 (2).

11. For any other cause established in this Act or in the statutes.

Article 104. Effectiveness of the causes of dissolution.

1. After the end of the Company's duration, the Company will be dissolved in full, unless it has been expressly extended and registered the extension in the Register of Cooperatives. The disagreeable partner with the extension may cause a reduction in the form and time limits provided for in Article 32 (3

.

2. Where any other cause of dissolution is present, with the exception of those provided for in Article 103 (8) and (10), the Governing Council shall, within 30 days, convene a General Assembly to adopt the dissolution agreement. To this end, any partner or associate may require the Governing Council to convene the General Assembly, if any of the aforementioned causes of dissolution exist.

The dissolution agreement, to be formalized in public deed, shall be adopted by the General Assembly by more than half of the votes validly expressed and may be contested by the procedure referred to in the Article 52.

If the dissolution agreement cannot be reached by the General Assembly, at least one-tenth of the total social vote may apply for the judicial dissolution of the Society.

In any case, the Ministry of Labor and Social Security may disqualify the Cooperative Society for the reasons set out in Article 103, except those provided for in the numbers 1. º, 8. º and 10.

3. The dissolution agreement or, where applicable, the judicial or administrative decision, in addition to registering in the Register of Cooperatives, shall be published in one of the most circulation newspapers in the province of the registered office.

4. If the legal formalities on the dissolution of the Company are completed, the settlement period shall be opened, except in the case of merger or division. The dissolved company will retain its legal personality while the liquidation is carried out. During this time you must add the phrase "in liquidation" to your name.

Article 105. Reactivation of the Society.

The Settlement Company may be reactivated whenever the dissolution has occurred by agreement of the General Assembly and the cause has ceased and the reimbursement of the contributions to the partners has not begun. or the partners. The reactivation agreement must be adopted by the General Assembly by a two-thirds majority of the social votes, and it will not be effective until it is raised to public writing and entered in the Register of Cooperatives.

The same rule applies in the case of bankruptcy, when the bankrupt Company reaches an agreement with the creditors.

Section 2. Of the liquidation

Article 106. Appointment of the Liquidators.

1. The Statutes shall establish the number of Liquidators, which shall be odd. The Liquidators will be elected by the General Assembly, from among the members and associates of the Cooperative, by secret ballot, by the largest number of votes. The appointment shall last until the end of the Company, unless it is revoked by the General Assembly in agreement adopted by half plus one of the votes validly expressed, even if the case is not on the order of the day, or by the Judge of District by fair cause, at the request of 20 per 100 of the total votes of the Society.

2. If three months have elapsed since the dissolution of the Cooperative without the election and acceptance of the Liquidators, the Governing Council must, and any associate or associate may, request the Superior Council of Cooperativism the appointment of the Liquidators, who may be non-members or associates of the Cooperative.

3. In any event, the appointment of the Liquidators shall not have legal effect until the time of their acceptance, accredited in accordance with Article 23.

4. Where the liquidators are three or more, they shall act in a collegiate manner, with their agreements in a book of minutes.

5. Liquidators may be given a compensatory payment for their function and shall be credited, in any case, with the costs incurred.

Article 107. Settlement intervention.

1. 20 per 100 of the social votes may request from the District Judge of the registered office of the Cooperative the designation of a financial controller to tax the settlement operations.

You may also, where appropriate, appoint an Financial Controller the Union of Obligationists.

2. The Ministry of Labour and Social Security, when justified by the importance of liquidation, may designate a person to act as a person to intervene and to preside over the liquidation and to ensure compliance with the Laws and the Social Statute.

Article 108. Transmission of functions.

1. Dissolved the Company and until the appointment of the Liquidators, the Rector Council will continue in the representative and managing functions of the Society to the sole effects of avoiding damages derived from the social inactivity, and will be responsible for the preservation of social goods.

2. Designated the Liquidators, the Governing Board shall subscribe to the Company's inventory and balance sheet, referred to the day on which the settlement is initiated and before the Liquidators commence their operations.

Members of the Governing Board, if required to do so, shall provide the information and background to be claimed by the Liquidators to facilitate the practice of settlement operations.

Article 109. Functions of the Liquidators.

In addition to the above, it is up to the Liquidators:

1. Carry and guard the books and correspondence of the Cooperative and ensure the integrity of its heritage.

2. Perform pending and new operations that are necessary for the settlement of the Cooperative.

3. Alienate social goods. For the sale of buildings, the public auction of buildings will necessarily be included, unless the General Assembly expressly establishes another valid system.

4. Claim and collect outstanding claims, be it against third parties or against partners or associates.

5. Arrange transactions and commitments when it suits social interests.

6. To pay to creditors, associates and partners and to transfer to the appropriate Fund for Education and Promotion and the excess of the liquid of the Cooperative, in accordance with the rules set out in Article 112.

7. Show the representation of the Cooperative in judgment and outside it for the fulfillment of the functions they have entrusted to them.

Article 110. Insolvency situation.

In the event of the Company's insolvency, the Liquidators must, within ten days, apply to the Liquidators for the filing of this situation, the declaration of suspension of payments or the declaration of bankruptcy, as appropriate.

Article 111. Settlement general assemblies.

During the liquidation period, the statutory and statutory provisions will be observed regarding the convening and meeting of General Assemblies, ordinary or extraordinary, to be convened by the Liquidators, who will shall preside over and give an account of the progress of the liquidation. The General Assembly may agree on what is appropriate to the common interest.

Article 112. Award of social haber.

In the award of the social being, it will begin by separating sufficient elements from the asset to cover the total amount of the Education and Promotion Fund that is not materialized in the savings accounts or titles to which it is refers to Article 89 (4

.

The rest of the social being will be awarded for the following order:

1. Social debts will be paid out.

2. The amount of their contributions to the social capital, updated as appropriate, will be refunded to the associates.

3. Partners will be reintegrated into the amount of contributions they have to the social capital, updated as appropriate; starting with voluntary contributions and then compulsory contributions.

4. The surplus asset, if any, as well as the existing remainder of the Education and Promotion Fund, shall be made available to the Higher Council of Cooperativism, which shall, in an exclusive manner, promote the cooperativism.

Article 113. Final balance sheet of the settlement.

1. If the social liabilities are terminated, the Liquidators shall form the final balance sheet, which shall accurately and clearly reflect the assets ' state of the company, and the distribution project of the asset, which shall comply with the rules as set out in Article 112.

2. The final balance sheet and the project for the distribution of the assets shall be censured by the interventors of the Cooperative and, where appropriate, by the financial controllers referred to in Article 107, and shall be submitted for approval to the General Assembly. The abovementioned agreements shall be published in one of the newspapers of the most circulation in the province of the registered office.

3. The agreements referred to in the preceding number may be challenged by the partner or associate who feels aggrieved, or by creditors whose claims have not been satisfied or entered, as well as by the High Council of Cooperativism, by disconformity in the amount or destination of the excess liquid, in accordance with Article 112. The challenge shall be dealt with in accordance with the rules laid down in Article 52.

4. If the General Assembly cannot be held, the Liquidators shall publish the final balance sheet and the project for the distribution of the asset, once censored, in the "Official State Gazette" and in a newspaper of the most circulation in the Province of the registered office of the Cooperative. After six months from such publications without being challenged by the persons and in accordance with the procedure referred to in paragraph 3 of this Article, they shall be deemed to have been definitively approved.

5. After the term for the challenge referred to in the number 3 or, if applicable, the number 4 of this article, without any complaints, or firm the sentences that have been resolved, the corresponding one shall proceed to the corresponding one. distribution of the Company's assets.

Unclaimed or transferred amounts within 90 days of the date on which the payment is initiated shall be entered in deposit with the Bank of Spain or the General Deposit Box, at the disposal of the Bank of Spain. legitimate owners.

Article 114. Extinction.

Finished the settlement, the Liquidators, in public deed that will incorporate the approval of the final balance of liquidation and the operations of the settlement, must request from the Register of Cooperatives the cancellation of the seats concerning the Company and deposit in such dependence the books and documents relating to the Cooperative, which shall be kept for a period of ten years.

Article 115. Suspension of payments and bankruptcies.

Cooperative Societies will be applicable to the legislation on suspension of payments and bankruptcies.

The judicial providence, by virtue of which the suspension of payments or bankruptcy is requested, must be registered in the Register of Cooperatives.

CHAPTER XII

Of the Cooperative Classes

Section first. Common rules

Article 116. Classification and applicable rules.

1. First-degree cooperative societies shall be classified as:

1. Associate Work Cooperatives.

2. Consumer and User Cooperatives.

3. Housing cooperatives.

4. Agricultural Cooperatives.

5. Community Exploitation of the Earth cooperatives.

6. Service Cooperatives.

7. Cooperatives of the Sea

8. Carrier Cooperatives.

9. Insurance cooperatives.

10. Sanitary Cooperatives.

11. Education cooperatives.

12. Educational Cooperatives.

13. Credit Unions.

2. The cooperatives of the classes listed in the preceding number shall, in the first term, be governed by the special provisions applicable to each of them, according to this Law, and second by the general rules of the same. However, it shall apply to all classes of Cooperatives as laid down in Article 5 (2) and Article 30, with the exception laid down in this last Article in respect of the Associated and Operating Cooperatives. Community of the Earth. It shall also apply to all classes of Cooperatives as set out in Chapter V.

The Credit Union shall be subject to the provisions of the seventh transitional provision.

In any case, the Cooperatives will be subject to the specific legislation applicable to the business activity they develop.

Article 117. Credit Sections.

1. Cooperatives of any kind, except those of Credit, may have, if their Statutes provide for it, a Section of Credit, which, without legal personality independent of the Cooperative in which it is a party, will act as financial intermediary, limiting its active and passive operations within the Cooperative itself and its partners and associates, without prejudice to the ability to make profits from its cash flows through Credit Union.

2. Cooperatives with a Credit Section may not include in their denomination the expressions "Credit Cooperative", "Rural Box" or other analogous.

Section 2. From the Associate Work Cooperatives

Article 118. Object and scope.

1. They are Associate Work Cooperatives which associate natural persons, with legal and physical capacity to develop the cooperative activity of providing their work and aim to provide the partners with jobs for to jointly produce goods and services for third parties.

2. The working partners of the Associate Labour Cooperatives shall not be members of the age of 16 years.

Foreigners may be working partners in accordance with the provisions of the specific legislation on the provision of their work in Spain.

3. In the Associated Work Cooperatives in which the partners do not personally respond to the social debts, the minors of eighteen and over sixteen years authorized by their legal representative to enter as a worker partner, as well as the who live independently with the consent of their parents or guardians or with the authorization of the person or institution that holds them, shall be authorized to exercise the rights and fulfil their obligations under the condition of worker partner, subject to the limitations set out in Article 62.

4. Workers ' partners have the right to receive, on a regular basis, no more than one month, advances in employment similar to the normal remuneration in the area and sector of activity for the various jobs or categories professional, without prejudice to the provisions of Article 83 (c).

5. The standards on safety and hygiene at work shall apply to the work centres of these Cooperatives and their partners.

6. Workers ' partners under the age of 18 may not carry out night work or those which the Government declares for employees under 18 years of age, unhealthy, harmful, harmful or dangerous to their health or to their training. professional or human.

7. The number of salaried workers in the Cooperative with an indefinite contract may not exceed 10 per 100 of the total of their members.

8. The maximum period for the reimbursement of contributions to the social capital, in the case of a member's absence, if the Statutes provide for it, may be up to ten years. Should this possibility be used, the interest rate to be paid annually for the non-reimbursed contributions in the first five years will be the largest among the Bank of Spain's basic three points and the annual increase in the Price Index. to the Consumer, and for the reimbursement of the same the Cooperative shall allocate annually, at least, an amount equivalent to 10 per 100 of its net surpluses.

9. The work centres in which the partners usually provide their cooperative work must be located within the territorial scope of the Cooperative, established by law.

Article 119. Partners in test situation.

1. In the Associated Work Cooperatives, if the Statutes provide for it, the admission, by the Rector Board, of a new partner will be in a test situation, being able to be reduced or suppressed the probationary period by mutual agreement.

2. The test period shall not exceed six months. However, in order to occupy the posts specifically laid down by the General Assembly, whose performance requires special personal conditions, the probationary period may be up to eighteen months; the number of such posts may not exceed 10 per 100 of the total of the Cooperative.

3. The number of worker partners simultaneously in the test situation may not exceed one per 10, or fraction of 10, workers in the fullness of rights and obligations; where the latter does not exceed the number of 10, the limit shall be two partners in test situation, and three when those are more than 10 and no more than 20.

This limitation shall not apply for the two years following the constitution of the Cooperative.

4. They may not be admitted to the same Cooperative of Work as workers in the test situation who have already been admitted in the previous twenty-five months, from the date on which, at the request of any of the parts, the relationship was resolved.

5. Workers ' partners shall, during the period in which they are in a test situation, have the rights and obligations arising from their status as partners, except for the following:

(a) The relationship to the free unilateral decision of the Cooperative may be resolved by agreement of the Rector Council or the working partner in the test situation.

b) They may not be elected to the office of the organs of the Society.

(c) They shall not be obliged or empowered to make contributions to the share capital or to disburse the entry fee.

d) Do not reach them the imputation of losses that were produced in the Cooperative during the trial period.

Article 120. Disciplinary regime.

1. In the Associated Work Cooperatives, if the Statutes provide for this, the Rector Board may delegate, in the persons to whom it determines, that they must have assigned management or control functions in the work structure of the Cooperative Enterprise, the the right to penalise the workers ' partners for faults in the work of the provision of work. The sanction thus imposed shall be enforceable and may be challenged before the Governing Council within eight days of its notification. The Council shall decide within a maximum period of 30 days, after which the appeal has been deemed to have been estimated. If the sanction is not challenged by the partner, all effects shall be considered as having been imposed by the Governing Council.

The challenge of the sanction before the Governing Council will interrupt the computation of periods of limitation or expiration of actions, the agreement of which will be used before the Committee of Resources, or in its defect, before the General Assembly, or, directly under the jurisdiction of the Social Order under the procedure referred to in Article 126, and the time limit shall be resumed since the agreement of the Governing Council is final or, where appropriate, since the notification of the agreement of the of the General Assembly.

2. Notwithstanding the above, the expulsion of the workers ' partners may be agreed by the Governing Council only, against which the partner may, within 15 days of notification of the agreement, have recourse to the Committee on Resources or, failing that, the General Assembly. Although the expulsion agreement will only be executive since it is ratified by the relevant body or after the deadline for recourse to it, the Cooperative will be able to suspend the worker's partner in his employment, keeping this all your economic rights as if you continue to lend your work.

Article 121. Day, weekly rest, holidays, holidays and permits.

1. The Statutes and, failing that, the General Assembly shall regulate the length of the working day, the minimum weekly rest, the annual holidays and the annual leave, respecting, in any event, at least the following rules:

a) Between the end of a day and the beginning of the next day, they will measure at least twelve hours.

b) Children under eighteen years of age will not be able to do more than forty hours of effective work per week.

c) They shall be respected, at least, as parties, that of the Nativity of the Lord, New Year and May 1, except in the exceptional circumstances that impede the nature of the business activity that the Cooperative develops.

(d) annual leave and, at least, the parties referred to in paragraph (c) of this number, shall be paid for the purposes of the advance.

e) The annual leave of children under eighteen years of age and over 60 years of age shall be at least one month.

2. The worker's partner, upon notice and justification, shall be entitled to be absent from work for any of the reasons and for the following time:

a) Fifteen calendar days in case of marriage.

b) Two days in cases of child birth or serious illness or death of relatives up to the second degree of consanguinity or affinity. When, for this reason, the worker partner needs to make a move, the time limit will be four days.

c) One day per move of the usual address.

d) For the time indispensable for the fulfilment of an inexcusable public and personal duty.

e) To perform rendering functions in the cooperative movement.

The Statutes and, failing that, the General Assembly, may extend the permit cases and the length of time of the same and, in any case, they must fix if the permits, for the purposes of the perception of the labor advances, whether or not they are remunerated or the proportion in which they are paid.

Article 122. Suspension and surplus.

1. In the Associated Work Cooperatives, the obligation and the right of the worker partner to perform their work, with loss of the rights and economic obligations of the benefit, shall be temporarily suspended for the following reasons:

a) Temporary incapacity for work and temporary invalidity of the worker partner.

b) Maternity of the working partner woman.

c) Compliance with military, compulsory or voluntary service or replacement social service.

d) Privation of the worker's freedom, as long as there is no conviction.

e) Forcible exceding, by designation or choice for a public office or cooperative movement, that makes it impossible for the worker to attend the work of the worker.

f) Economic, technological or force majeure causes.

2. By ceasing the legal causes of suspension, the working partner will regain the full rights and obligations as a partner, and will be entitled to return to the reserved job.

In the case of temporary incapacity for work, if, in accordance with the laws in force on Social Security, the worker is declared in a situation of permanent invalidity, the right of reserve of the post of permanent disability shall cease. job, and if it is absolute or great invalidity, the worker partner's compulsory absence will occur.

In the cases of suspension for the provision of military or substitute service, or exercise of public office or in the cooperative movement, by designation or choice, the working partner must be reinstated within the maximum period of a month from cessation in service, office or function.

In the course of delivery, the suspension will be a maximum of fourteen weeks, distributed at the option of the interested party.

3. For the suspension of economic, technological or force majeure causes, the General Assembly shall declare the need for, by any of the aforementioned causes, to pass on to the situation of suspension all or part of the partners workers who are members of the Cooperative, as well as the time to last the suspension and the appointment of the individual workers who are to remain in a situation of suspension.

4. The working partners are incourses in cases (a), (b), (d) and (f) of the first paragraph of this Article, while in a suspension situation, they shall retain the remainder of their rights and obligations as a member.

The workers ' partners incourses in the cases (c) and (e) referred to in paragraph 1 of this Article, while in a situation of suspension, shall have the rights and obligations set forth in this Law for the associates, except where, in the event of a discharge, the provisions of Article 40 (8) do not apply to them, and that, during the period of suspension, the General Assembly shall, in accordance with the provisions laid down in No 3 of the Article 73, shall agree to new mandatory contributions, shall be required to make them.

5. In cases (a), (b), (c), (d) and (e) of Article 1 (1) of this Article, the Associated Labour Cooperatives, in order to replace the working partners in suspension, may conclude fixed-term employment contracts with workers. employees, provided that the name of the replaced worker partner and the cause of the replacement are specified in the contract. These salaried workers shall not be computable for the purposes of the percentage referred to in Article 118 (7

.

6. The Statute may provide for the possibility of granting workers, with at least one year's seniority in the Cooperative, the status of voluntary leave of absence for a period not exceeding three years.

The status of the workers in the situation of voluntary leave will comply with the following rules:

(a) They shall not be entitled to the reservation of their job, but only the right to return to the job vacancies equal to or similar to their own, which would have been or were produced in the Cooperative.

(b) Your other rights and obligations shall be those set out in the number 4 of this Article for the working members of the Incourses in cases (c) and (e) of this Article.

Article 123. Low mandatory due to economic, technological or force majeure.

1. When, for economic, technological or force majeure reasons, in order to maintain the business viability of the Cooperative, it is necessary, at the discretion of the General Assembly, to reduce, with a definitive nature, the number of the job of the Cooperative or Modify the proportion of the professional qualifications of the collective that integrates the same, the General Assembly must designate the concrete workers partners that must cause low in the Cooperative, which will have the consideration of compulsory low justified.

2. Workers ' members who are compulsory in accordance with the foregoing number of this Article shall be entitled to the immediate return of their contributions to the social capital, unless the Statute, since the establishment of the Cooperative or in advance not less than two years before the date of such compulsory leave, it would have expressly established that this special system of reimbursement of contributions is not applicable.

Article 124. Company succession, contracts and concessions.

1. When an Associated Work Cooperative acquires the ownership of an Enterprise, a work center or a self-employed productive unit of the same and, by application of the provisions of Article 44 of Law 8/1980 of March 10, of the Statute of the Workers, must be subrogated in the rights and obligations of the previous holder, the General Directorate of Cooperatives and Labor Societies, as soon as it is necessary for the Cooperative to fulfill the obligation of subrogation, to allow the percentage of workers on an indefinite contract basis established in the Article 118, number 7, reaches up to 40 per 100 of the total of the Cooperative's partners.

2. Where an Associated Work Cooperative ceases, for reasons not attributable to it, in a contract of services or administrative concession and a new employer is responsible for the same, the workers ' partners shall have the same rights and duties which would have been assigned to them in accordance with the applicable labour law, as if they had lent their work at the Cooperative in the condition of employed persons.

Article 125. Contentious issues.

1. The contentious issues raised between the Associated Work Cooperatives and the worker partner, as such, will be resolved by applying this Law and the Statutes of the Cooperative, and will be subject to the decision of the jurisdiction of the Social Order, as provided in the following numbers.

2. The referral to the jurisdiction of the Social Order, attracts the jurisdiction of its courts, in all its degrees, for knowledge of how many contentious issues are raised between the Associate Labour Cooperative and the working partner relating to the rights and obligations arising from the cooperative activity of the provision of work and the correlating to economic rights and obligations, and in a specific way to those relating to the perception of advances in employment and returns which result from the end of the financial year, in so far as they may be be enforceable; to cease in the condition of a worker partner, either by the own will of the partner or by the decision of the Cooperative or by compulsory absence; to the situations of suspension and excess regulated in article 122 of this Law; to the remedies against penalties imposed for infringement of social rules of labour discipline, as soon as they involve obligations arising from the status of a working partner or the sanction adopted directly affects her; (a) reintegrating the eesc's derivatives and the non-detailed ones included in the generic formulation leading up to this relationship.

3. The attraction of competition ordered in the previous issue does not reach the knowledge of the differences that emerged in the Cooperativas de Trabajo Associated in relation to the turn of the Company; to the participation in the social organs of government or control; the deduction of liabilities arising from that participation and those other issues in which the contribution of the partner's work or its effects is not affected, nor is it committed to its rights as a contribution to the work.

Article 126. Special procedure.

1. The processing of the questions referred to in Article 125 shall be carried out in accordance with the special procedure laid down below, subject to the generalizing rule of supply, as laid down in Article 96 of the current Law of Work Procedure:

a) It will be the competent Magistrature to know of these races, the one that is by application of paragraphs 1. and 2. of the article 2. º of the Law of Labor Procedure in force.

(b) Gradual competence shall determine as an appropriate remedy against the judgment of the Labour Magistrate, which corresponds to the text of Articles 153 and 166 of the same Law of Labour Procedure, litigious amount, in the cases in which it refers to the annual calculation of wages, which forms the sum of the advances in employment in that period.

(c) The demand approach shall require the deduction of a prior request to the Board of the Cooperativa, which shall decide within 30 days, during which the calculation of the time limits for the limitation period shall be suspended or expiration for the exercise of actions or claim of rights.

However, this deduction will not be necessary where the possibility of recourse to the Rector Council provided for in Article 120 (1) or when agreements are contested by the Committee on Resources or the General Assembly.

(d) When the request for the act raises disconformity with the judgment given in the internal file, the Magistrate shall agree the contribution of the latter to the proceedings, providing his/her view to the interested party within a period of not less than three days prior to the judgment.

(e) The procedural procedure laid down in Article 38 (4) for the expulsion of a partner and in paragraph (c) of Article 37 (3) for sanctioning procedures shall be construed as being replaced in the special procedure. that is now regulated and for the only supposed worker partner in Cooperative Work Cooperatives, by the procedural rules contained in the second section, second title, second book of the current Law of Labor Procedure. In this case, the notification of the expulsion agreement or, where appropriate, the ratification of the agreement by the Resources Committee or, failing that, by the General Assembly, shall replace the delivery of the written communication referred to in the Article 100 of the current Labor Procedure Law, with the deadline for claiming before the Labor Magistrate since the expulsion agreement acquired the character of the executive, and the request to the Rector Council, referred to in paragraph c) of the number, will interrupt the expiry of the action for the maximum time of thirty days, reserved for the Council resolution.

The lack of origin of the cessation or the sanction in the measure adopted will allow the Magistrate to fix the compensation from or the replacement by sanction of lesser entity, solving in both assumptions on the economic transcendence of the damage suffered during the processing period. In no case shall the worker's readmission be imposed.

2. The questions submitted to this special procedure are excluded from the substitute for arbitration before the Superior Council of Cooperativism.

Section 3. From the Consumers and Users Cooperatives

Article 127. Object and scope.

1. They are Consumer and User Cooperatives that associate individuals and aim to procure, in the best conditions of quality, information and price, goods and services for the consumption or use of members and family members who live with them. The aforementioned goods and services can be purchased by the Cooperative to third parties or produced by it.

2. Consumer and User Cooperatives may adopt one or more of the following:

(a) The supply of consumer goods, use, clothing, furniture and other elements of the domestic economy.

b) Of various services, such as restaurants, transport, hospitalization and other similar services.

(c) Special supplies such as water, gas, electricity, in which case the natural and legal persons who require the aforementioned supplies may also be partners for the development of their non-domestic activities, always which do not amount to more than 50 per 100 of the total of the Cooperative's partners.

d) Saving by consumption.

e) Supplies, services and activities for cultural development.

3. In the Consumers and Users Cooperatives that have more than 10,000 members, the General Assembly of Delegates, as regards the composition of the Bureau of the Preparatory Boards and the persons who can integrate it, and the election and proclamation of the delegates and votes that are conferred on them, will be governed by the rules that establish the Statutes of the Cooperative.

4. Consumer and User Cooperatives may only supply goods and services to their partners and, where appropriate, to non-partner users, within the scope of the same, established by law.

Article 128. Operations with third parties.

1. Consumer and User Cooperatives, notwithstanding the provisions of the previous article, may provide and serve non-members in the following cases:

a) When they do so by agreement of competent authority for public utility.

b) To the Public Entes.

c) At each new point of sales that the Cooperative opens, for a period of nine months from the date you start sales on it.

d) When the Cooperative expressly establishes this possibility in its Statutes.

2. The prices of the supplies and services provided by the Cooperative to non-partner users shall be the same as those established by the Cooperative for the partners, except in the case of paragraph (d) of the preceding number.

3. In all cases where, in accordance with the provisions of this Article, the Cooperative provides supplies or services to non-partner users, this circumstance shall be reflected in its accounts separately and in a clear and transparent manner. unambiguous.

Section 4. From the Housing Cooperatives

Article 129. Object and scope.

1. The Housing Cooperatives associate natural persons who require accommodation for themselves and their relatives and/or local persons; they may also be members of the Public Entes and Cooperatives, as well as the non-profit-making entities, which need to be where they are able to carry out their activities. They are intended to provide their partners with housing and/or premises; they may also aim, even only, to provide additional buildings and facilities for the use of housing and local partners, the conservation and management of the houses and premises, common elements, areas or buildings and the creation and provision of complementary services, as well as the rehabilitation of housing, premises and buildings and complementary facilities.

2. Housing cooperatives will be able to acquire, land and develop land and, in general, develop how many activities and jobs are necessary for the fulfillment of their social object.

3. The ownership or use and enjoyment of the dwellings and premises may be awarded or transferred to the partners by means of any entitled title.

When the Cooperative retains ownership of the homes or premises, the Statutes shall establish the rules to be adjusted for their use and enjoyment by the partners, as well as the other rights and obligations of the shareholders and the Cooperative, being able to provide for and regulate the possibility of cession or permuse of the right of use and enjoyment of the housing or local with partners of other Housing Cooperatives that have established the same modality.

4. The Housing Cooperatives will be able to dispose of or lease third parties, non-partners, commercial premises and facilities and additional buildings of their property. The General Assembly shall agree to the destination of the amount obtained by disposal or lease of the same.

5. In the case of a member's lower part, if provided for in the Statute, it may be applied to the quantities delivered by the Member to finance the payment of the housing and premises, the deductions referred to in Article 80 (b), up to a maximum of 50%. by 100 of the percentages set out therein.

The amounts referred to in the preceding paragraph, as well as the contributions of the partner to the share capital, shall be reimbursed to the social capital at the time when it is replaced in its rights and obligations by another partner.

6. No person may simultaneously serve as a member of the Governing Council in more than one Housing Cooperative.

Members of the Governing Council may in no case receive remuneration or compensation for the performance of the charge, without prejudice to their right to be compensated for the expenses incurred by the performance of the charge.

7. The Housing Cooperatives may only carry out promotions within the territory to which it reaches the scope of the same, established by law.

Article 130. Builds by phases or promotions.

When the Housing Cooperatives develop more than one promotion or phase, the General Assembly meetings shall be held by the system provided for in Article 51 of the General Assembly of Delegates. As many preparatory boards as phases or promotions are developed, being obliged, in addition, to keep independent accounts of each phase or promotion, without prejudice to the general accounting of the Cooperative.

Article 131. External audit in Housing Cooperatives.

1. The Housing Cooperatives, before submitting the annual accounts, for approval to the General Assembly, shall submit them to the external audit, in the financial years in which one of the following assumptions occurs:

a) That the Cooperative has in promotion, between homes and premises, a number greater than 50.

b) Whatever the number of dwellings and premises in promotion, when they correspond to different phases, or when they are constructed in different blocks that constitute, for economic purposes, different promotions.

(c) The Cooperative has granted powers relating to business management to natural or legal persons, other than members of the Governing Board or Director.

d) When provided by the Statutes or agreed by the General Assembly.

2. In all the provisions of this Article on the external audit of the annual accounts of the Housing Cooperatives, the rules of Article 69 shall apply.

Article 132. Transmission of rights.

1. In the Housing Cooperatives, the partner who intended to transmit his or her rights to the house or premises, before five years or another period of time fixed by the Statutes, from the date of the granting of the habitability of the housing or local, or of the document that you legally replace, must make them available to the Cooperative, which will offer them to the expectant partners, in order of seniority.

The price of the price will be equal to the amount disbursed by the partner that transmits your rights to the home or local, increased with the revaluation you have experienced, according to the Index of Consumer Prices, during the period between the dates of the various partial disbursements and the date of the transmission of the rights to housing or local.

After three months since the partner brought to the Council's knowledge the purpose of transmitting their rights to the housing or local, without any expectant partner making use of the right of preference for the acquisition of the same, the partner is authorised to transmit them, "inter vivos", to non-partners.

2. If, in the case referred to the previous number of this article, the partner, without completing what is established in it, will transmit to third parties your rights to the housing or local, the Cooperative, if you would like to acquire them some partner He shall exercise the right of retraction, and shall reimburse the buyer for the price indicated in the preceding number of this article, plus the expenses referred to in Article 1,518 of the Civil Code. The expenses referred to in the number 1. of the referred article of the Civil Code shall be borne by the partner who has failed to comply with the foregoing number of this Article.

The right of withdrawal may be exercised, for one year, from the registration of the transfer in the Land Registry, or, in its absence, for three months, since the retraction had knowledge of that transmission.

3. The limitations set forth in the preceding numbers of this article shall not apply when the partner transmits his or her rights to the housing or local to his or her ascendants or descendants.

Section 5. Of Agricultural Cooperatives

Article 133. Object and scope.

1. These are agricultural cooperatives which associate natural or legal persons, holders of agricultural, forestry or livestock holdings, and are intended to provide supplies and services and to carry out operations aimed at economic and technical improvement of the holdings of its partners.

2. For the purpose of fulfilling their purpose, Agricultural Cooperatives may develop, inter alia, the following activities:

(a) Acquire, manufacture, produce and manufacture by any means, for the Cooperative or for the holdings of its partners, animals, feed, fertilizers, plants, seeds, insecticides, materials, instruments, machinery, facilities and any other necessary or appropriate elements for agricultural production and promotion.

(b) Keep, typify, manipulate, transform, transport, distribute and market, even directly to the consumer, products from the holdings of the Cooperative and its partners in its natural state or previously transformed.

c) To acquire, scale, clean and improve land for agriculture, livestock or forests, as well as the construction and exploitation of the necessary works and facilities for these purposes.

d) Any other activities that are necessary or appropriate or that facilitate the economic, technical, labor, or ecological improvement of the Cooperative or the partners ' holdings.

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 by law.

Article 134. Operations with third parties.

1. Agricultural cooperatives, notwithstanding the provisions of the previous Article, may carry out conservation, typification, handling, processing, transport, distribution and marketing activities, including directly to the consumer, of agricultural products which do not come from the holdings of the Cooperative or its partners, in the following cases:

(a) In any case, in each financial year, up to 5 per 100, quantified, that percentage, independently for each of the activities in which the Cooperative uses third-party agricultural products.

(b) If provided for in the Statute, the maximum percentage, in each financial year, may be up to 40 per 100, on the basis of the bases obtained in accordance with the previous paragraph. The excess of this percentage will be considered a serious fault and may be a cause of disqualification as a Cooperative Society.

2. Where, in accordance with the above number, the Cooperative uses third-party agricultural products, it shall reflect this circumstance in its accounts separately and in a clear and unequivocal manner.

Section sixth. From the Community Operating Cooperatives of the Earth

Article 135. Object and scope.

1. They are cooperatives of Community exploitation of the Earth that associate holders of rights of use and exploitation of lands or other real estate, susceptible of agrarian exploitation, that yield these rights to the Cooperative and that they lend or not their work in the same, being able to associate also other natural persons who, without giving to the Cooperative enjoyment rights on goods, lend their work in the same, for the joint exploitation of the assets transferred by the partners and the other who owns the Cooperative for any title.

2. The Community's Cooperative Land Exploitation will be able to carry out any activity aimed at the fulfillment of its social object, both those dedicated directly to the production of agricultural products and the preparation of the same and (a) those which are intended to constitute or improve exploitation in all its components, as well as those for the collection, storage, classification, transport, processing, distribution and sale, wholesale or direct to the consumer, of the products from their holding and, in general, how many are themselves of the agricultural activity or are background, complement or direct consequence thereof.

3. The Community's Cooperative Land Exploitation, however established in the previous numbers of this article, may develop conservation, typification, manipulation, transformation, transport, distribution, and marketing, even directly to the consumer, of agricultural products which do not come from the holding of the cooperative, up to 5 per 100, in each economic year, quantified, said percentage, independently for each of the activities in which the Cooperative uses third-party products.

When the Cooperative uses third-party products, it must reflect this circumstance in its accounting separately and in a clear and unequivocal manner.

4. In the Community Operating Cooperatives of the Earth, its scope, fixed by statute, will determine the geographical space in which the cooperative's workers can usually develop their cooperative activity the provision of work, and within which the assets belonging to the holding are to be situated.

Article 136. Scheme of the partners.

1. They can be partners of the Community's Cooperative Earth Exploitation:

(a) Natural persons who are holders of rights of use and use of land or other immovable property susceptible to agricultural exploitation that cede such rights to the Cooperative, whether or not to provide their work in the cooperative; as a result, they shall simultaneously have the status of partners relent to the enjoyment of the goods to the Cooperative and to the workers ' partners, or only the first.

(b) The natural persons who, without giving to the Cooperative the rights of enjoyment of property, lend their work in the same and who will have only the status of working partners.

c) They may also be partners in this class of Cooperatives in the condition of rights of rights of use and use of land or other immovable property susceptible to agricultural use:

a ') The Public Entes.

b ') Companies in whose share capital the public Entes are mostly involved.

c ') The communities of goods and rights. In this case, the community must appoint a representative to the Cooperative and the latter will retain its rights of use and use, in the agreed terms, even if the division of the joint ownership takes place.

(d) Agricultural and forestry use, common-hand mountains and other institutions of a similar nature, governed by common civil law or by the laws of the Member States, and must be designated by a representative to the Cooperative.

2. In any case, each partner shall have one vote, regardless of whether or not the worker is a worker with the status of a person with the right to enjoy the benefit of the cooperative.

3. It will apply to the working partners of the Community Operating Cooperatives of the Earth, whether or not they are simultaneously ceding of the enjoyment of goods to the Cooperative, the norms established in this Law for the workers Associate Work Cooperatives, with the exceptions contained in this Section.

4. The number of contract workers for an indefinite period may not exceed 20 per 100 of the total number of cooperative members of the Cooperative.

Article 137. Assignment of the use and use of goods.

1. The Statutes shall establish the minimum length of stay in the Cooperative of the members in their condition as transferors of the use and use of goods, which shall not be more than ten years.

Fulfilled the period of stay referred to in the preceding paragraph, if the Statutes provide for it, new successive periods of compulsory permanence may be established, for periods not exceeding five years. These deadlines shall apply automatically, unless the partner communicates his decision to cause a discharge, with a minimum of six months ' notice at the end of the respective mandatory stay.

In any case, the time limit for the reimbursement of contributions to the social capital will begin to be computed from the date of the end of the last mandatory stay.

2. Although, for any reason, the partner ceases at the Cooperative in his condition as a transferor of the enjoyment of goods, the Cooperative will be able to preserve the rights of use and exploitation that were transferred by the partner, for the time that is missing to finish the the period of compulsory residence of the latter in the Cooperative, which, if it makes use of such a right, in compensation, shall pay to the partner ceasing the average income of the area of the goods concerned.

3. The lessee and other holders of a right of enjoyment may assign the use and use of the goods for the maximum duration of their contract or legal title, without this being the cause of eviction or resolution of the contract.

In this case, the Cooperative may dispense with the compliance with the statutory deadline for the mandatory stay, provided that the holder of the rights of use and exploitation commits to give them for the time to reach their legal title.

4. The Statute shall indicate the procedure for obtaining the valuation of the goods which may be used in common.

5. No partner may assign to the Cooperative the usufruct of land or other immovable property which exceeds one third of the total value of those integrated into the holding, except in the case of public entities or companies in whose capital the Entes The majority of the

.

6. The Statutes may regulate the system of works, improvements and easements which may affect the goods whose enjoyment has been transferred and which are the result of the Community's plan of exploitation. The statutory regulation shall comprise the system of indemnities resulting from these works, improvements and easements, as well as the procedure for, where appropriate, to modify the book value of the assets assigned to them. If the Statutes provide for it and the transferring partner of the enjoyment has sufficient ownership to authorize the modification, it shall not object to the performance of the work or improvement or to the constitution of the easement. Where necessary for the normal use of the goods concerned, the easement shall be maintained, even if the partner ceases at the Cooperativa or the property changes ownership, provided that this circumstance has been recorded in the document of constitution of the serfdom. In any event, the right of variation in the second paragraph of Article 545 of the Civil Code shall apply.

For the adoption of agreements relating to this number, it will be necessary for the majority provided for in Article 49 (1) to understand the favourable vote of partners representing at least 50 per 100 of the all the goods whose use and enjoyment has been transferred to the Cooperative.

7. The Statutes may lay down rules whereby the partners who have transferred to the Cooperative the use and use of goods shall be obliged not to transmit to third parties rights on such goods which prevent the use and use of the same by the Cooperative during the mandatory stay time of the partner of the same.

8. The partner who is a compulsory or voluntary low-income partner, qualified as justified, may transmit his contributions to the social capital of the Cooperative to his/her spouse, ascendants or descendants, if these are partners or acquire such a condition within three months from the time of the discharge.

9. The Statute may provide that he who has been designated as a contributor or successor to a family farm in accordance with the provisions of Law 49/1981 of 24 December 1981 on the Statute of the family farm and the Young farmers, may represent the transferor of the right of use and use of goods, in the General Assemblies and be elected to the positions of member of the Council Rector and Interventor.

Article 138. Economic regime.

1. The Statute shall lay down the minimum compulsory contribution to social capital in order to be a partner, distinguishing it from its status as a transferor of the enjoyment of goods and of the worker's partner.

2. The partner who, having the double condition of the enjoyment of the enjoyment of goods and of the worker partner, ceases in one of them, will be entitled to the reimbursement of the contributions made according to the condition in which it ceases in the Cooperative, is that of A property or a worker's partner.

3. The members, in their capacity as workers ' partners, shall receive advances in employment in accordance with the provisions of the Associated Work Cooperatives, and in their condition as transferors of the use and use of goods to the Cooperative, they shall receive, for such disposal, the usual income in the area for similar estates. The amounts received by the aforementioned labor advances and income shall be taken into account in the final results, in the exercise of the cooperative's economic activity.

For the purposes of Article 83 (a), both labour advances and the abovementioned income shall be considered as deductible expenses.

4. The returns will be credited to the partners according to the following rules:

(a) The available surpluses that have their origin in the goods included in the holding by securities other than the transfer to the Cooperativa of the enjoyment of the same by the members, shall be charged to those who have the status of working partners, 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 transferred by the partners to the Cooperative, will be charged to the partners in proportion to their respective cooperative activity, in the terms indicated to continuation:

a ') The activity consisting of the cession in favor of the Cooperativa del jóce de las ranches will be valued taking as a module the usual income in the area for similar farms.

b ') The activity consisting of the work of the partner shall be valued in accordance with the salary of the Convention in force in the area for his/her job, even if he/she has received work advances of a different amount.

5. The allocation of losses shall be made in accordance with the rules set out in the preceding number.

However, if the exploitation of the goods whose enjoyment has been transferred by the partners results in losses, those corresponding to the cooperative activity of the supply of work on those goods shall be imputed in their entirety. to the Reserve Fund and, failing that, to the partners in their capacity as transferors of the enjoyment of goods, in the amount necessary to guarantee to the workers ' partners a minimum compensation equal to 70 per 100 of the remuneration paid in the area for equal work, and in any case not less than the amount of the minimum interprofessional salary.

Section 7. From the Services Cooperatives

Article 139. Object.

1. They are Cooperative of Services which associate natural or legal persons, holders of industrial or service holdings and professionals or artists who carry out their activity on their own account, and are intended to provide supplies and services and the performance of operations aimed at the economic and technical improvement of the professional activities or the holdings of their partners.

2. It may not be classified as a Service Cooperative in whose partners and object there are circumstances or peculiarities that permit its classification in accordance with the provisions of another of the Sections of this Chapter.

3. For the fulfilment of their object, the Service Cooperatives may develop, inter alia, the following activities:

a) Acquire, manufacture, manufacture, manufacture, repair and maintain instruments, machinery, installations and any materials, products and elements necessary or suitable for the Cooperative and for the professional activities or of the holdings of its partners.

b) To exercise ancillary or complementary industries of the partners, as well as to carry out preliminary operations or to complete transformations that favour the professional activity or the partners ' holdings.

(c) Transporting, distributing and marketing services and products from the Cooperative and the business activity or from the partners ' holdings.

(d) In general, any other activities that are necessary or appropriate or that facilitate the economic, technical, labor or ecological improvement of the professional activity or the operations of the partners.

4. By way of derogation from the previous numbers of this Article, the Service Cooperatives, if provided for in its Statutes, may carry out cooperative activities and services with non-partners, up to 10 per 100 of the total volume of cooperative activity carried out with its partners.

When the Cooperative carries out such cooperative activities or services with non-partners, they shall be reflected in their accounts separately and in a clear and unequivocal manner.

Article 140. Name and scope.

1. The Service Cooperatives may use in their denomination terms that reflect and are consistent with the characteristics of the activity that the members of the Cooperative and the economic sector, branch or activity develop professional to which the Company is responsible, such as Cooperative Minera, Detailed, Hostels or other analogs.

2. The holdings of the partners that receive the services and supplies of the Cooperative shall be located within the territorial scope of the Company, established by law. In order for professionals or artists to be integrated as partners in the Cooperative, they must carry out their usual activities within the relevant territorial scope of the Society.

Section 8. De las Cooperativas del Mar

Article 141. Object and scope.

1. They are cooperatives of the Sea, which associate fishermen, vessel owners, chests, algal nurseries, cetareans, marshmists and shellfish families, operators of fishing holdings and, in general, natural persons or (a) legal holders of holdings engaged in fishing activities or of fishing and related maritime industries, in their various forms of the sea, marine waters and lagoons, rivers, lakes and freshwater lagoons, and their own account professionals of these activities, and are intended to provide supplies and services and to provide carrying out operations aimed at the economic and technical improvement of the professional activities or holdings of their partners.

2. For the purpose of this purpose, the Sea Cooperatives may develop, inter alia, the following activities:

(a) Acquire, manufacture, manufacture, manufacture, repair, maintain and scrap useful instruments of fishing, machinery, facilities, whether or not they are refrigerated, fishing vessels, animals, embryos and specimens for reproduction, pasture and any other products, materials and elements necessary or suitable for the Cooperative and for the professional activities or the operations of the partners.

(b) Keep, typify, transform, distribute and market, even to the consumer, products from the Cooperative and from the business activity or from the partners ' holdings.

(c) In general, any other activities that are necessary or appropriate or that facilitate the economic, technical, employment or ecological improvement of the professional activity or the partners ' holdings.

3. By way of derogation from the earlier numbers of this Article, the provisions on operations with third parties in Article 134, if referred to in fisheries products, shall apply to the Cooperativas del Mar.

4. In relation to the scope of this class of Cooperatives, it shall apply as set out in Article 140 (2

.

Section ninth. From Carrier Cooperatives

Article 142. Object and scope.

1. Are cooperatives of carriers which associate natural or legal persons, holders of transport companies or professionals who can exercise in any field, including the premises, the activity of carriers, persons or things or mixed, and are intended to provide services and supplies and to carry out operations aimed at the economic and technical improvement of the holdings of their partners.

2. The Cooperative of Transporters, in order to fulfill their object, may develop, among others, the activities which, in relation to the holdings of the Cooperative and its partners, points out the number 3 of Article 139.

3. In relation to the scope of this class of Cooperatives, it shall apply as set out in Article 140 (2

.

Section 10th. Of the Insurance Cooperatives

Article 143. Object and scope.

1. It is Insurance Cooperatives that exercise the insurance activity, in the classes and with the requirements laid down in the Law on Private Insurance and Supplementary Provisions, in any of the following ways:

(a) Variable premium insurance cooperatives, consisting of natural or legal persons, which are covered by the common account of the risks insured to their members by the recovery of branches after the claims, being the responsibility of the same members, proportional to the amount of the respective capital insured in the Cooperative itself and limited to that amount.

(b) Fixed premium insurance cooperatives, consisting of natural or legal persons, which are covered by the coverage of their insurance partners through a fixed premium payable at the beginning of the risk period.

c) Associate work insurance cooperatives, made up only of natural persons who contribute their staff and whose business is to cover risks to any insured person.

2. The scope of the Insurance Cooperatives at fixed premium and at variable premium will determine the territory within which they will carry out their insurance operations and will be located the risks that they ensure and, in the Working Insurance Cooperatives associate, determine the territory in which the cooperative work centres are to be located.

3. The Insurance Cooperatives shall be governed, first, by the rules laid down in the Law on the Management of Private Insurance and, as soon as they are not opposed to it, by this Law, being applicable to the Working Insurance Cooperatives associated with the special rules governing the Associated Work Cooperatives.

Section 11th. From Health Cooperatives

Article 144. Applicable object and rules.

1. Health Cooperatives are the Insurance Cooperatives whose business activity is to cover risks related to the health of their partners or the insured and the beneficiaries of the same.

2. The Health Cooperatives shall apply the rules laid down in this Law for the Insurance Cooperatives at fixed premium, when they have as their object the coverage, their partners and beneficiaries of these, the health risks.

3. When the Healthcare Cooperative associates health professionals and non-healthcare personnel, the rules laid down in this Law of the Associated Work Insurance Cooperatives shall apply to it.

4. Where a Cooperative of a second or later degree integrates at least one Health Cooperative, the Health Cooperative may include the term "Sanitary" in its name.

Section 12th. Of the Teaching Cooperatives

Article 145. Applicable object and rules.

1. They are Teaching Cooperatives that develop teaching activities in their different levels and modalities, in any branch of knowledge or technical, artistic, sports or other training. They may also perform, as complementary, related activities or facilitate teaching activities.

2. The Teaching Cooperatives shall apply the rules laid down in this Law for the Consumers and Users Cooperatives, when they associate the parents of the students, their legal representatives or the students themselves.

3. Where the Teaching Cooperative associates teachers and non-teaching staff and services, the rules of this Law of the Associated Work Cooperatives shall apply to it.

Section 13th. From the Educational Cooperatives

Article 146. Features and object.

1. Educational cooperatives, which make it possible for young people to have access to the practical knowledge of the techniques of business organization, framed in democratic and solidarity criteria of the cooperative structure, associate students with of one or more teaching centres and aim to provide, in the best conditions of quality, information and price for the use or consumption, goods and services necessary for the teaching life and the cultivation of the free time of the members. The aforementioned goods and services can be purchased by the Cooperative or produced by it.

2. Educational Cooperatives may adopt the following modalities:

(a) Supply to the book partners, school, teaching, scientific, and sports and recreational items.

b) Of services directly related to the study, cultural, sports and recreational activities of the partners, such as residences, canteens, bars, transports, sports facilities and other similar ones.

3. The Statutes will set the Center or Teaching Centers whose students can be integrated as members of the Cooperative. The teacher's retirement determines the compulsory reduction in the Cooperative, unless the Statutes provide for the possibility of their stay as a member, up to a maximum of one year, from the date on which they ceased as students of the Center. teacher.

4. The partners of the Educational Cooperatives will not in any case respond personally to the social debts.

5. Minors, if they do not expressly state the opposition of their parents or legal representatives, will have the capacity to apply for and acquire the status as a member of the Educational Cooperatives and they will be empowered to carry out and assume all the acts and obligations are themselves of the status of a partner. However, it will not apply to the lower-age partner as provided for in Article 73, number 4, on the power of the Cooperative to be able to proceed judicially against the delinquent partner in the disbursement of their contributions to the social capital and the the obligation of the partner to compensate the Cooperative for damages caused by the late payment.

6. For the registration of the Educational Cooperatives in the Register of Cooperatives, the previous report of the Ministry of Education and Science will be required.

7. When, according to the Statutes of the Educational Cooperative, more than 30 per 100 of the total members, may be minors, for the registration of the Society in the Register of Cooperatives it will be necessary the conformity of the School Council or, in its defect, of the maximum decision-making body of at least one of the teaching centres, provided for in the Statutes, whose students can be integrated as partners of the Cooperative.

8. The teaching centers, whose students may be members of the Educational Cooperative, must be within the territorial scope of the Cooperative, established by law.

Article 147. Operation and economic regime.

1. The members of the Governing Council shall be elected for the period of time set by the Statute, which shall not exceed two years, and may be re-elected.

2. In the Educational Cooperatives in which, according to its Statutes, at least 70 per 100 of its members must be of age, they shall be applicable, with regard to its operation, with the provisos, laid down in this Section, the general rules of this Law, even the one that establishes the need to be of greater age in order to be able to carry out the positions of members of the Rector Council or of the Interventor.

3. In the Educational Cooperatives in which, according to its Statutes, more than 30 per 100 of the total number of partners, may be minors, the following rules shall apply:

(a) At least 30 per 100 of the members of the Governing Council shall be minor partners.

b) The Interventors will be partners, interchangeably, older or younger.

c) A Cooperative Advisor must be designated.

When, in accordance with the Statutes, only the students of a single teaching centre can be members of the Cooperative, the appointment of the Adviser shall be the responsibility of the School Board and, failing that, the maximum decision-making body of the Centre. teacher.

If, in accordance with the Statutes, they may be members of the Cooperative Students of different Teaching Centers, the Statutes shall designate and, where appropriate, regulate, the body to appoint the Advisor.

d) Aides may be appointed, members of the faculty of the Centres whose students may be members of the Co-operative, the parents of such pupils and the older partners; in the latter case, the Advisor will be incompatible with any other of the Cooperative.

e) The Advisor will be appointed for a period of two years, and may be re-elected indefinitely.

(f) The Advisor shall be entitled to attend the meetings of the General Assembly and the Governing Council, with a voice and without a vote, and with the power to veto the agreements of the Assembly and of the Governing Council, within five days from who had knowledge of them. The veto shall be immediately enforceable, without prejudice to the obligation of the Adviser to bring to the attention of the body which appointed him, within ten days from the date on which he vetoed the agreement, of the reasons for his decision, and of the Council Directive of the European Parliament and of the Council

the use of the

4. In the Educational Cooperatives, 60 per 100 of the net surpluses will be allocated to the Mandatory Reserve Fund and the remaining 40 per 100 to the Education and Promotion Fund.

CHAPTER XIII

From second and subsequent degrees to other forms of economic collaboration

Article 148. Cooperatives of second and subsequent degrees.

1. For the fulfilment and development of common economic order purposes, two or more second or subsequent degrees.

In the second or subsequent cooperatives formed by Agricultural Cooperatives, they will also be able to be partners, without exceeding 25 per 100 of the total number of partners, the Agricultural Societies of Transformation integrated only by holders of agricultural holdings and/or agricultural workers.

2. At the General Assemblies of the Cooperatives of second or later grade, each Cooperative Partner shall represent its respective President, and may also represent it another partner of the same, if it is designated for this purpose, for each Assembly, by Agreement of its Governing Council.

The representation of the Co-operating partners may not be delegated to another partner of the Cooperative of a second or later degree.

3. The members of the Governing Board, the Interventors and the Liquidators of the Second or the subsequent degree, shall be chosen from among the candidates submitted by the respective Cooperative Partners, which shall be partners of the " The Liquidators may also be chosen for the partners.

The chosen one, once accepted, will act as if it had been in his own name and he will hold the post for the entire period. However, he will cease to be in office if he loses the status of a partner in the Cooperative of Origin. The members of the Rector Board will also cease in their position if the General Assembly of the respective Cooperative of which it is a partner, agrees to withdraw the trust that determined its proposal as a candidate.

4. At the meetings of the General Assembly of the Cooperatives of the second or subsequent degrees, the members of the Governing Council, the Interventors and, where appropriate, the Liquidators of these, shall not be able to represent in those General Assemblies to the Cooperatives partners, without prejudice to their obligation to assist them in a voice and without a vote.

5. In case of dissolution of the Cooperativa de Segundo or ulterior grado, the resulting liquid shall be distributed among the Co-operating partners in proportion to the amount of the return received in the last five years or, failing that, from the constitution of that, and must always be used for the compulsory reserve fund of each of them.

6. The returns to be received by the Co-operating Partners of the second or subsequent grade, as well as the interest accruing on their contributions to the share capital of the same, and in the cases referred to in Article 81 (3) and (c) of the number 2 Article 85 shall not have the character of extra-operational benefits and shall not apply to them as provided for in Article 83 (b).

7. Cooperatives of second or later grade shall, in the first term, be governed by the rules specific to them and, failing that, by the general rules of this Law.

Article 149. Other forms of economic collaboration.

Cooperative Societies, whether first grade or second or later, may contract societary links or form consortia with other natural or legal persons in order to facilitate or guarantee activities business to develop for the achievement of its social object. In addition, the Cooperatives may acquire the status of associate in another Cooperative Society.

The surplus, profit or interest earned by the Cooperatives for the units or investments made in the assumptions referred to in the preceding paragraph shall be used for the Mandatory Reserve Fund.

TITLE II

From Public Administration and Cooperatives

Article 150. General principle.

In accordance with the mandate contained in Article 129.2 of the Spanish Constitution, the State recognizes as a task of public interest the promotion, encouragement and development of Cooperative Societies and their structures of economic and representative integration, the freedom and autonomy of which it guarantees.

Article 151. Administrative action.

The government will act in the cooperative order, in general, through the Ministry of Labor and Social Security, which will provide the resources and services necessary for the fulfillment of its promotion functions, dissemination, training, inspection and registration, without prejudice to the powers of the other Ministerial Departments in the light of the business activity of the Cooperatives for the fulfilment of their social object.

Article 152. Temporary intervention by the Cooperatives.

1. Where in a Cooperative circumstances that endanger the interests of third parties or partners, the Public Administration may agree on the following measures:

(a) The designation of one or more officials with the power to establish the agenda of the General Assembly, to convene and to chair it, so that it can adopt the relevant agreements.

b) The temporary intervention of the Cooperative by the officials appointed, without the approval of the agreements adopted and the decisions taken by the governing bodies of the Cooperative, will not be valid and will be void of full right.

c) The temporary suspension of the performance of the social organs of the Cooperative, appointing one or more interim administrators who will assume the functions of those.

2. For the adoption of the measures referred to in the preceding number, the preliminary report of the High Council of Cooperativism to be issued within ten days shall be required, with the expiry of that period.

The adoption of the measure referred to in paragraph (a) of the preceding number shall be the responsibility of the Minister of Labour and Social Security. The Council of Ministers, acting on a proposal from the Minister for Labour and Social Security, shall be responsible for the agreement to take the measures referred to in paragraphs (b) and (c), which shall be enforceable from the day of its publication in the Official Gazette of the State.

Article 153. Inspection, infringements and penalties.

1. The inspection function shall be carried out by the Ministry of Labour and Social Security, through the Labour and Social Security Inspectorate, without prejudice to the inspection functions which correspond to the the various Ministerial Departments in accordance with the applicable specific legislation.

2. The Cooperative Societies are responsible for the actions and omissions contrary to this Law and the Statutes of the Cooperative, as well as the members of the Governing Council, the Interventors and the Liquidators as they are personally imputable.

2.1 These are minor violations:

(a) Failure to accredit contributions to the share capital in titles or nominative participation books.

(b) Carishing or not bringing to the day the social books listed in Article 90 (1).

(c) Do not keep the mandatory accounting books per day, for a period of more than six months, counted from the last seat practiced.

(d) Not to formulate in writing, within the legally established time limit, the Financial Controller or Interventors, its annual accounts report.

2.2 Serious violations:

a) Not to convene the Ordinary General Assembly in time and form.

b) Do not renew or cover the charges of the social organs when it corresponds to statutory or statutory imperative.

c) Failure to comply with established rules on employee participation of the Cooperative in the Rector Board or available surplus.

(d) To set, pay or credit for contributions to social capital an interest rate higher than that legally established or, where applicable, less than legally established at least.

e) Credit cooperative returns to whom you do not have the status of a partner, or for reasons other than the cooperative operations, services or activities carried out by the partner.

(f) Not to impute the losses of the financial year or to impute them in violation of the rules laid down in the Law, the Statutes or the agreements of the General Assembly.

g) Not to allocate or provide to the Mandatory Reserve Fund or to the Education and Promotion Fund, in the cases and for the amount established by the Law, the Statutes or the Agreements of the General Assembly.

(h) The transgression of the rights of the members or, where appropriate, of the associates, in the field of information; as an elector and eligible for the posts of the social organs; to participate, by itself or by delegation, with voice and vote in the General Assembly; to participate in the business activity developed by the Cooperative for the fulfillment of its social purpose, without any discrimination and other rights resulting from this Law.

2.3 These are very serious violations:

(a) Not to submit the annual accounts to external audit, carried out in accordance with the legal norms, in the cases in which the Law, the Statute, the General Assembly agree, or the 15 per 100 of the partners of the Cooperative.

b) Apply amounts from the Education and Promotion Fund to purposes other than those provided for by the Act.

c) Incompliance with the regulatory standards of the outcome of the regularization of the Cooperativa's balance sheet or the updating of the partners ' contributions to the social capital.

d) Reeffect between the partners the Reserve Funds or, in the event of liquidation of the Cooperative, the remaining asset.

3. Minor, serious and very serious infringements shall be graduated for the purposes of their respective sanction, to a minimum degree, average grade and maximum degree, taking into account the number of partners concerned, social impact, malice or falsity and economic capacity of the Cooperative:

(a) The minor faults shall be punishable by a fine, in their minimum degree, from 5,000 to 10,000 pesetas; in their average grade, from 10,001 to 25,000 pesetas, and, to their maximum degree, from 25,001 to 50,000 pesetas.

(b) Serious misconduct shall be punishable by a fine, to its minimum degree, from 50,001 to 75,000 pesetas; in its average grade, from 75,001 to 150,000 pesetas, and, to its maximum degree, from 150,001 to 250,000 pesetas.

(c) Very serious misconduct shall be punishable by a fine, in its minimum degree, from 250,001 to 500,000 pesetas; in its average grade, from 500,001 to 1,000,000 pesetas, and, to its maximum degree, from 1,000,001 to 5,000,000 pesetas.

4. By way of derogation from the foregoing, where the circumstances of the case so advise in attention to the economic volume of the Cooperative, the social impact of the Cooperative, as well as the number and condition of its members, the sanction corresponding to the rating of the lower immediate infringement.

5. Persistence in an infringement, where it has previously been the subject of a sanctioning dossier, the resolution of which has been on the administrative basis, shall constitute a new punishable offence.

6. The infringements shall be punishable by a fine, on a proposal from the Labour and Social Security Inspectorate, by the Ministry of Labour and Social Security up to one million pesetas and by the Council of Ministers, on a proposal from the Labour and Security Council. Social, up to five million pesetas.

7. The processing of the sanctioning files shall be carried out in accordance with the special administrative procedure for the imposition of penalties for infringement of social laws and for the settlement of social security contributions, but for the purposes of Resolution of the sanctioning file for very serious infractions will be mandatory the previous report of the Superior Council of Cooperativism, which will issue it within forty days, having to be evacuated if it has not been issued in that period.

Article 154. Disqualification of the Cooperatives.

1. It may be a cause of disqualification of a Cooperative Society:

(a) Those referred to in Article 103 on causes of dissolution, with the exception of those provided for in numbers 1, 8, 8 and 10.

b) Commission of serious infringements of mandatory or prohibitive rules of this Law.

2. The procedure for disqualification shall be in accordance with the Law of Administrative Procedure, with the following particularities:

(a) The Inspection of Labour and Social Security, as well as the Higher Council of Cooperativism, must be reported by preceptively, and if the reports have not been issued within thirty days, they shall be evacuated.

b) In the process of hearing the Company, the Rector Board shall be personified or, failing that, a number of partners shall not be less than three. Where such an appearance is not possible or is not possible, the procedure shall be completed by publishing the corresponding notice in the "Official Gazette" of the province or the Autonomous Community of the registered office of the province.

(c) The administrative decision of disqualification shall be reviewable in court and, if recourse is made, shall not be enforceable until the final judgment is given.

d) Be competent to agree disqualification of the Minister of Labour and Social Security.

3. The disqualification, once firm, will take effect from the register of trade and will involve the dissolution of the Cooperative Society.

Article 155. Consideration of wholesalers.

1. Cooperative societies shall have the status of wholesalers and may specify as retailers in the distribution or sale, irrespective of the rating that corresponds to them for tax purposes.

2. The supply of goods and services provided by the Cooperative Societies to their partners, whether produced by them or acquired from third parties for the fulfilment of their social purposes, will not have the consideration of sales.

Article 156. Special rules for certain classes of Cooperatives.

1. The Consumers 'and Users' Cooperatives, in addition to the condition of wholesalers, provided for in Article 155, and therefore the corresponding prices or tariffs will apply to them, will also, for all intents and purposes, have the status of consumers. direct to source or supply third parties of products or services that are necessary for their activities.

2. Internal cooperative activities shall be considered, for all intents and purposes, and shall have the character of primary processing operations carried out by the Agricultural Cooperatives and the Co-operatives of the second or subsequent grade which bring them together, with products or materials, even provided by third parties, provided that they are intended exclusively for the holdings of their partners.

3. The Associate Labour Cooperatives and those of second or later grade who group them shall enjoy priority in the event of a tie in the contests and auctions for the works or services contracts of the State and the other public Entes.

4. The Housing Cooperatives shall be entitled to the acquisition of public management land by the direct award system, in order to comply with its specific purposes.

5. Cooperatives which concentrate their companies by merger or by setting up other Co-operatives of a second or later degree, as well as by means of temporary unions, shall enjoy all the benefits provided in the legislation on grouping and concentration of enterprises.

Article 157. Notary choice and notary tariffs.

1. Cooperatives shall freely designate the Authorizing Notary in all acts and contracts in which they are a party. Only acts and contracts involving persons or bodies which are subject to the allocation of duty are exempted.

2. Notarial duties, in cases where public deed or any other notarial public instrument is imposed by cooperative legislation, will have a reduction equal to that granted to the State.

TITLE III

From cooperative associationism

CHAPTER FIRST

Cooperative associations

Article 158. General principle.

For the defense and promotion of their interests, as Cooperative Societies, these will be able to freely and voluntarily associate themselves in Unions, Federations and Confederations of Cooperatives, without prejudice to the use of any another associative formula, in accordance with the general legislation governing the right of association.

Article 159. Cooperative Unions.

1. They may be associated with Cooperative Unions:

(a) Cooperative Societies of the same class, whatever the economic activity they develop, and the second or subsequent Cooperativas integrated mostly by Cooperatives of the same class as those, or

(b) Cooperative Societies of the same class which, predominantly or among others, develop the same economic activity, identified by the numbering and nomenclature set out in the Annex to Decree 2518/1974, of 9 August, on national classification of economic activities, and on their complementary rules.

2. The Cooperative Unions may be integrated into another existing Union of a non-inferior scope, or constitute a new Union of Cooperatives at the level of not less than the Unions that create them.

In the Unions of Cooperatives constituted solely by Unions, Cooperative Societies may also be directly integrated, if the Statutes of those are not opposed.

Cooperative Societies and Cooperative Associations, regardless of the terms with which they are designated, constituted in accordance with the cooperative legislation dictated by the respective Autonomous Community, (a) in accordance with their scope, they may be integrated into an existing Union of Cooperatives or constitute a new one of scope higher than the territory of the Autonomous Community.

3. In the Unions of Cooperatives formed by Agricultural Cooperatives, they will also be able to integrate Agrarian Society of Transformation, as well as the Entities that associate to Groups of Agrarian Producers, whether they have these or not the condition of Society Cooperative.

4. For the constitution and operation of a Union of Cooperatives, at least five Cooperative Societies or two Cooperative Unions shall be required.

5. The social bodies of the Unions of Cooperatives shall be: The General Assembly, the Governing Council and the Interventors.

The General Assembly shall consist of the representatives of the Co-operatives directly associated and, where appropriate, the Unions that make up the Assembly.

The Bylaws will regulate voting rights, and must establish limitations on the plural vote.

The Governing Council shall be composed of at least three members. If the Statutes provide for this, up to one third of the Governing Council may be appointed to persons of recognised standing or cooperative experience, even if they are not members of the Integrated Cooperatives.

Article 160. Federations and Confederations of Cooperatives.

1. The Federations of Cooperatives, whose scope, in any case, shall coincide with the territory of an Autonomous Community, may be integrated by:

a) Unions of Cooperatives whose scope is not superior to that of the Federation, whatever the class of the Cooperatives they integrate.

(b) Cooperative societies which have their registered office within the scope of the Federation of Cooperatives and which do not belong to a Union which, in turn, is integrated into the Union. No Cooperative Society may belong to more than one Federation.

2. For the establishment and operation of a Federation of Cooperatives, it shall be necessary to associate, directly or through the Unions, at least 10 Cooperatives which are not all of the same class.

3. The State-level Cooperative Unions and the Cooperative Federations may be associated with the Confederation of Cooperatives, which, in any case, will have a state level.

4. For the constitution and operation of a Confederation of Cooperatives, at least four Federations of Cooperatives belonging to the Autonomous Communities shall be required.

5. No Federation, Union of Cooperatives or Associations referred to in issue 6 of this Article may belong to more than one Confederation of Cooperatives.

6. They may also be integrated into or constitute the Co-operative Confederations, the Associations of Cooperatives grouping Cooperative Societies of different classes, regardless of the terms with which these Associations are designated and formed in accordance with the cooperative legislation issued by the relevant Autonomous Community.

7. The social bodies of the Federations and Confederations of Cooperatives will be the Rector Council and the General Assembly, which, in turn, will act in plenary and in the Permanent Commission.

The Statutes shall establish the composition and number of members of the General Assembly, and may fix a maximum percentage of members corresponding to the same class of Cooperatives. They shall also lay down rules for the election of the members of the General Assembly and the right to vote in the General Assembly, and shall set limitations on the plural vote.

If the Statutes provide for it, the plenary assembly of the General Assembly may appoint up to 10 per 100 more members of the General Assembly, among persons of recognized prestige and cooperative experience.

The Governing Council shall be composed of at least three members. The members of the Governing Council and the Standing Committee shall be elected by the plenary session of the General Assembly.

Article 161. Common rules for Unions, Federations and Confederation of Cooperatives

1. Corresponds to the Unions, Federations and Confederations of Cooperatives:

a) Represent members who associate according to what they set out in their Statutes.

b) Exercise reconciliation in the conflicts between the Cooperative Societies that associate or between these and their partners.

c) Organize advisory services, audits, legal or technical assistance, and how many are appropriate to the interests of your partners.

(d) To participate, when the Public Administration so requests, in the institutions and bodies of the latter, in order to improve the legal system and institutions of the socioeconomic system.

e) Foster cooperative promotion and training.

f) Exercise any other activity of a similar nature.

2. With the exception of the statutory pact to the contrary, the Cooperative Societies, as well as the Unions and Federations of Cooperatives for their direct association in other Unions, Federations or Confederations of Cooperatives, will specify, at least, the agreement of their The respective Board of Directors, without prejudice to the fact that such an agreement must be ratified by the first General Assembly to hold the same.

3. For the formation of a Union, Federation or Confederation of Cooperatives, it shall be incorporated in the application for registration, certification of the agreement of the Governing Council of the Cooperative Societies, Unions or Federations that constitute it.

4. The words "Union of Cooperatives", "Federation of Cooperatives" or "Confederation of Cooperatives" or their corresponding abbreviations "U" shall be included in the name of the Cooperative Entities of Cooperatives. of Coop. "," F. of Coop. "and" C. of Coop. ", not being able to adopt a denomination identical to that of the other Entity previously registered. The Unions of Cooperatives may include in their denomination the words "Federation" or "Confederation", provided that in that denomination they include the class or economic activity of the Cooperatives that they associate, in order to include the term "Confederation" must associate, at least, two Unions.

the Unions of Cooperatives in which the case referred to in paragraph (a), number 1, Article 159, as well as the Federations and the Confederation of Cooperatives, is present, in order to be able to include in its name terms that make reference to a particular geographical area, they must prove that they associate, directly or through the associated Entities, 20 per 100 at least of the registered and non-dissolved Cooperative Societies with registered office in that area geographical, for the purposes of the above mentioned percentage, if the Unions are computed only the Cooperatives of the same class and, in the case of Federations or Confederations, all Cooperatives shall be computed whatever their class and, in any case, regardless of the state or regional character of the legislation Cooperative applicable to such Cooperative Societies.

5. The Unions, Federations and Confederations of Cooperatives formed under this Law to acquire the legal personality and full capacity to act must deposit, through its promoters, in the Register of Cooperatives corresponding, public write to contain:

1. Relationship of the Promotional Entities.

2. Certification of the association agreement of at least the Governing Council of each of them.

3. The composition of the organs of representation and governance of the Entity.

4. Certificate of the Central Section of the Register of Cooperatives of the Directorate General of Cooperatives and Labour Societies of the Ministry of Labour and Social Security that there is no other Entity with the same name.

5. The Social Statutes:

The Statutes will contain:

a) The name.

b) The address and territorial and functional scope of the entity's performance.

c) The organs of representation, government and administration and their functioning, as well as the regime of elective provision of their positions.

d) The requirements and procedures for the acquisition and loss of the associated status, as well as the regime of modification of the Statutes, of merging and dissolution of the Entity.

e) The economic regime of the Entity that establishes the character, origin and destination of its resources, as well as the means that allow the associates to know the economic situation.

The Register of Cooperatives shall, within thirty days, have the advertising of the deposit or the requirement to its promoters, for one time only, so that, within another thirty days, the defects observed are remedied. On the expiry of that period, the Register of Cooperatives shall have the right to advertise or reject the deposit by means of a resolution exclusively founded on the absence of any of the minimum requirements referred to in this Title.

The advertising of the deposit will be made in the corresponding "Official Gazette".

the entity shall acquire legal personality and full capacity to act after thirty working days since it applied for the deposit, without the Register of Cooperatives having formulated any qualms or, if necessary, rejecting the repository.

The modification of the Statutes of the Cooperative Associations already constituted will conform to the same regulated procedure in this issue.

6. It shall apply to the Cooperative Associations, in the alternative, and, as soon as appropriate, in accordance with its nature, established in this Law for Cooperative Societies. In any event, it shall not apply to the Cooperative Partnerships as set out in Article 62 (3) and Articles 152, 153 and 154.

7. The Unions, Federations and Confederations of Cooperatives shall report to the Register of Cooperatives, within one month of the occurrence of the event, the ups and downs of their direct partners, accompanying, in the cases of discharge, certification of the association agreement.

CHAPTER II

The Higher Council of Cooperativism

Article 162. Superior Council of Cooperativism.

1. The Superior Council of Cooperativism, with its own legal personality and full capacity to act, is the advisory and advisory body of the Central State Administration for all activities related to cooperativism.

2. The Superior Council of Cooperativism shall be composed of representatives of the Central Administration, the Autonomous Administrations and the Associations of Cooperatives at the State level, in accordance with the rules established by the Government, Proposal from the Minister for Labour and Social Security on the structure and composition of the Council.

3. The following shall be the functions of the Cooperativism Superior Council:

a) Inform, rule or make proposals on any legal or regulatory provision that directly affects Cooperative Societies.

b) Facilitate planning and collaborate in the implementation of development and promotion programs for cooperativism, as well as in cooperative education and training.

(c) To intervene in disputes arising in the form of a cooperative, arbitration and conciliation, in the manner governed by Article 163.

d) The others entrusted to you by this Law.

Article 163. Cooperative conciliation and arbitration.

1. In the resolution of conflicts between Cooperative Societies or between these and their partners or partners, the Higher Council of Cooperativism shall have a double competence:

(a) The voluntary prior reconciliation before the claimant exercises action before the Courts. If the reconciliation is not achieved, the parties may make use of the appropriate actions.

What is agreed in conciliation will have an effect of mandatory court judgment for the parties and executive for the Courts.

The government, on a proposal from the Minister of Labor and Social Security, will establish the rules to be followed by the conciliation procedure.

b) Arbitration for law or equity. The Higher Council of Cooperativism may issue arbitration awards with the effect of a mandatory court judgment for the parties and executive for the Courts. It shall be necessary for those who have previously been obliged by arbitration to be either voluntarily or forcibly constituted by a court judgment in compliance with an earlier arbitration clause inserted in the Statute. of or out of Cooperative Societies.

If the commitment is an arbitration of law, the award shall be issued and signed by one or three Licensas in Law, member of the Superior Council of Cooperativism or members of the Court of Cooperative Arbitration which the Council shall be entitled to the right to appoint a Bachelor of Law.

If the commitment is an arbitration of equity or a friendly composition, they may issue and sign the award, on behalf of the Council, members of the Council, whether or not they are jurists or members of the Cooperative Arbitration Court.

The procedure and resources of both cases will be regulated in the state law on private law arbitration.

2. The presentation to the Superior Council of the Cooperativism of the request for a prior voluntary conciliation or a request for arbitration shall serve to interrupt the prescription and to suspend the calculation of the time limit for the exercise of the action.

ADDITIONAL PROVISIONS

First.

The powers conferred on the Council of Ministers, the Minister for Labour and Social Security and the Director-General of Cooperatives and Labour Societies shall be construed as being attributed to the relevant bodies of the Council of Ministers. the Autonomous Communities that among the competences they have assumed have the execution of the cooperative legislation, with respect to the Cooperative Societies that can develop their cooperative activities exclusively within the scope territory of the respective Autonomous Community.

The powers conferred on other departments of the Ministry in this Law shall be construed as being attributed to the organs of the Central Administration or the Autonomous Communities in accordance with the rules governing that State. material.

Second.

Within the time limits specified in this Law for days, the working time shall be computed, excluding the holidays and those fixed for months or years shall be computed from date to date. Where the original of the calculation is not equivalent to the beginning of the month, the time limit shall be deemed to be the last of the month.

When the last day of the deadline is indeft, it shall be deemed to be extended to the following first business day.

Third.

According to the standards outlined below, Agrarian Transformation Societies may be transformed into Agricultural Cooperative, Community Land Exploitation or Associate Work Societies, and the Civil or commercial companies in which the employees of the companies are holders, at least 50% of the share capital, and no partner of more than 25% of the social capital, as well as the company can be transformed into Associate Work Cooperatives.

1. The transformation agreement shall be adopted by the General Assembly or Assembly, in accordance with the rules applicable to them by a majority of more than half of the votes of the Company.

The agreement will be published in the "Official Gazette" of the province or the Autonomous Community in which the Company has its registered office and in a newspaper of great circulation in the province.

2. The transformation agreement will oblige the partners who have voted in their favour. The dissident members may be separated from the Society by receiving the appropriate share in the social patrimony. Where appropriate, the liquid assets shall be calculated on the basis of the special processing balance, closed three months in advance of the call of the General Meeting or Assembly to agree on the conversion and deposit at the registered office of the the provision of the partners from the same day of the call.

The separation of the partner will take place provided that the dissident partner does not adhere to the agreement within one month, to count on the day of its adoption. Members not attending the General Meeting or Assembly shall be separated if within one month from the date of the notice referred to in the preceding number, they shall be in writing.

3. The conversion shall be recorded in public deed, which shall be entered in the Register of Cooperatives, and shall contain, in any event, the particulars required by this Law for the formation of the Cooperative Society of the class concerned, the the balance sheet referred to in the preceding number, the relationship of partners who have not made use of the right of separation and the amount of the amounts corresponding to them from the social assets, as well as the final balance sheet on which the amendments are made required, where appropriate, for the exercise of the right of separation.

4. The partners of the companies that are transformed, when they manifest it and are approved by the General Assembly or Assembly that adopts the transformation agreement, instead of integrating as partners of the new Cooperative Society will be able to do so in the condition of associates.

5. The transformation in Cooperative Societies does not free the partners that in the transformed societies have personal responsibility of solidarity or unlimited, to answer of the debts contracted before the transformation of the Society, to not that the creditors have expressly consented to the transformation.

6. The processing carried out on the basis of the foregoing in the preceding numbers shall not change the legal personality of the Company, which shall continue to remain in the new form, on the understanding that no transfer or transfer is made, for the purposes of the Law on Urban or Rustic Leases, but the Cooperative is a continuation in the lease, and must be recognized as the lessor, and without it can be justified action resolution or eviction by the lessor. The same shall be understood as regards trade names, trademarks, patents and any other titles and rights to which the Transformed Society is a holder and which pass through the agreed transformation to the Cooperative Cooperative of that Company.

7. All acts necessary for the transformation into a Cooperative Society referred to in this additional provision shall be exempt from the Tax on Proprietary Transmissions and Legal Acts.

8. In relation to the public instruments to be awarded on the occasion of the transformation, it shall apply as set out in Article 157 of this Law, on the choice of Notary and notary tariffs.

Fourth.

1. The working partners of the Associated Work Cooperatives will enjoy the benefits of Social Security, and the Cooperative can choose between the following modalities:

(a) As assimilated to employed persons. Such cooperatives shall be integrated into the General Regime or any of the special social security schemes, as appropriate, in accordance with their activity.

b) As self-employed workers in the relevant special scheme.

Cooperatives will exercise the option in the Statutes, and will only be able to modify the option in the assumptions and conditions that the Government establishes.

2. In any event, it shall not apply to the Associated Work Cooperatives, the Community Operating Cooperatives of the Earth, or the working partners that integrate them, the rules on contributions and benefits of the Guarantee Fund. Salary.

3. The working partners of the Community Operating Cooperatives of the Earth, for the purposes of Social Security, shall in any case be assimilated to employed persons.

4. The working partners referred to in Article 30 of this Law shall, for the purposes of social security, be treated as employees in any case.

5. Until such time as the professional collective of the Medical Colleges or Associations of Doctors in the Social Security system is included, according to the provisions of Royal Decree 2540/1980 of 24 October, the provisions of the Number 1 of this additional provision shall not apply to professionals integrated in such Colleges or Associations which are workers ' partners of the Health Cooperatives referred to in Article 144 (3) of this Regulation. Law.

6. The Government is authorised to regulate the scope, terms and conditions of the option provided for in this provision and, where appropriate, to adapt the rules of the social security schemes to the specific nature of the activity. cooperative.

Fifth.

1. Cooperatives which have a normal volume of operations exceeding 250,000,000 pesetas, in accordance with the accounts of the last financial year, shall designate for the successive accounts, by agreement of the Governing Council, an Advisory Board.

2. The Legal Counsel will sign, ruling if they are right, all the agreements adopted by the General Assembly and those of the Rector Council, which will be registered in a public register, whether they have attended the corresponding sessions or no.

The certifications of the agreements to be entered in a public register will also bear the record that in the book of minutes these agreements have been established by the Letrado adviser, indicating in any case their colegate number.

3. The exercise of the Letrado-Advisor function will be incompatible with the membership fees of the Rector Board, the Resources Committee, the Controller or the Director.

4. The Letrado-Advisor responds civilly in case of professional negligence to the Cooperative, its partners and the third parties.

5. The relationship between the Letrado and the Cooperative may be the lease of services as a professional, labor contract, or societarian as a worker or worker partner of the Cooperative.

The Cooperative Associations and the second and subsequent Cooperatives will be able to provide, to the Cooperative Cooperatives, the legal advisory service regulated in this Disposition, which will have the Lawyers meeting the requirements of this additional provision, which shall be the responsibility of the professional conduct and responsibility of the Advisory Board. If the relationship between such lawyers and the aforementioned entities is not a service lease as a liberal professional, the aforementioned entities will respond civilly together with the Acting Advisor for the damages that occur to the Cooperatives in the exercise of the charge of the Letrado-Advisor.

TRANSIENT PROVISIONS

First.

The dossiers on Cooperatives initiated prior to the validity of this Law will be processed and resolved in accordance with the provisions so far in force.

Second.

1. The content of the Statutes of the Cooperatives existing at the entry into force of this Law shall not be applied in contradiction with the provisions of this Law and shall be understood as modified and supplemented by any mandatory or prohibitive rules are contained in this Act.

2. Notwithstanding the foregoing number and the derogatory provision, and provided that the Cooperative has not failed to comply with the rules laid down by the Ministry of Labour and Social Security for the adaptation of its Statutes to the present Law, until registration is produced in the Register of Cooperatives of such adaptation, the rules regarding the Preparatory Boards established in article 26 of Law 52/1974, of 19 of 19 of the December, General of Cooperatives, and in Article 53 of its Rules of Procedure approved by Royal Decree 2710/1978 of 16 November, as well as the rules contained in its Statutes concerning those Boards.

Third.

1. Within two years, from the publication of the calendar referred to in the number 2 of this transitional provision, the Cooperatives to which this Law applies and would have been constituted under the law above, they must adapt their Statutes to the same.

The Cooperatians who, within that two-year period, would not have requested the adaptation of their Statutes to this Law from the Register of Cooperatives, will be dissolved in full and will enter into liquidation, without prejudice to the possibility provided for in Article 105.

2. The Ministry of Labour and Social Security shall establish the timetable and the requirements to be adjusted for the adaptation of the Statutes of the Cooperatives to this Law.

3. The adaptation of the Statutes to this Law shall be carried out in the form set out therein for the amendment of Statutes, but for the approval of the new text, adapted, it shall be sufficient with more than half of the votes validly expressed, notwithstanding the provisions of Article 49 (2) of this Law.

4. The notarial duties to be applied in the deed of adaptation of the Statutes of the Cooperatives to the current legality are those of the number 1 of Decree 644/1971 of 25 March, with the allowance provided for in Article 157 (2) of the Treaty. This Law.

5. The qualifying, registration and certification powers referred to in Article 16 of this Law shall be exercised as follows:

(a) In respect of Cooperatives which are constituted in accordance with the rules laid down in this Law, the provisions of Article 16 shall apply.

(b) Cooperatives formed in accordance with previous legislation and in accordance with the provisions of paragraph 2. No. 7 of the second transitional provision of the Regulation adopted by Royal Decree 2710/1978, On 16 November, and in the rules on the assumption of powers in the field of Cooperatives by the Autonomous Communities, they continued to be the responsibility of the Central Service of the Register of Cooperatives, they will remain in the competition of the Central Section of the Register of Cooperative Cooperatives of the Central Administration of the State, until insta the adaptation of its Statutes to the Section which corresponds in accordance with the provisions of Article 16 of this Law, from which time it shall be the one which shall exercise all the registration functions, notwithstanding the provisions of the Article 24.2 of this Law.

6. Upon the entry into force of this Law, the previous General Register of Cooperatives becomes known as the Register of Cooperatives, and the new registrations will be carried out according to the correlative numbering of the registration and assigning the key that in each appropriate case, expressed by the respective Central Section of the Register or the province.

the cooperatives formed prior to the entry into force of Royal Decree 2710/1978 of 16 November, which did not adapt to it, by making the adaptation of their social statutes to this Law, with the number and key which, where appropriate, shall be retained by the previous one with which they were registered in the former Special Register of Cooperatives.

The cooperatives adapted to the aforementioned Royal Decree 2710/1978, or incorporated under it, in adapting their social statutes to this Law, will maintain the same number and key of registration, also assigning them the key that now correspond to them.

The key of the Central Section of the Cooperative Registry will be "SMT". The Provincial Sections shall put the numerical key laid down in the Order of the Presidency of the Government of 29 January 1985 for the purposes of the Annex to Decree 2423/1975 to the present geographical identification mark. of 25 September.

7. Where the Autonomous Communities with exclusive competence or legislative development have not made use of that power, and as long as they do not make use of it, the Cooperatives which, by reason of their scope, would be subject to the rules which They shall be obliged to formally adapt their Statute to this Law, in accordance with the provisions of paragraph 1 of this Provision, but the time limit for the formal adaptation shall be four years.

8. The currently existing Units of Cooperatives which, within one year of the entry into force of this Law, have not submitted, in the corresponding Register of Cooperatives, the application with the appropriate documentation, To adapt its Statutes to the new rules governing cooperative associationism, they will be dissolved in full.

The application for the adaptation of the Statutes must be accompanied, at least, by certification of the agreement of the Board of Directors of the Cooperative Societies and, where appropriate, of the Cooperative Units, to remain associated or to be associated. the Union requesting the adaptation of its Statutes.

Fourth.

Until the Higher Council of Cooperativism is established:

(a) The amounts which, as provided for in Article 112 (4), should be made available to the High Council of Cooperativism, shall be applied by the Cooperative in liquidation to activities which comply with the provisions of Article 112 (4). any of the purposes laid down for the Fund for Education and Promotion in Article 89 (1). The Cooperative shall provide supporting evidence of such application in the Register of Cooperatives.

(b) The competence of the High Council on the appointment of liquidators referred to in Article 106 (2) shall be developed by the Directorate-General for Cooperatives and Labour Societies.

(c) In the cases in which this Law establishes the need for the prior report of the Superior Council of Cooperativism, this requirement shall be understood as not being established.

Fifth.

Until twenty-four months have elapsed since the entry into force of this Law, it will not be mandatory for the immediate character of the return of their contributions to the partners that are compulsory in accordance with the law. the provisions of Article 123 of this Law, if it is agreed by the General Assembly within six months of the entry into force of this Law.

Sixth.

1. Until the new rules of the Credit Union are established, they will continue to be governed by the legislation in force until the entry into force of this Law, except in the registry aspects, in which the it shall apply as set out in Chapter III of Title I of this Law, with the peculiarities provided for in that Chapter for Insurance Cooperatives.

2. By way of derogation from the previous number, they may be members of the Rural Banks:

a) The Agricultural Cooperatives, the Sea Cooperatives, the Community Operating Cooperatives of the Earth, the Associated Work Cooperatives that develop agricultural activities, the Agricultural Societies of Transformation and the partners of the same.

b) Consumers and Users Cooperatives who develop their cooperative activities mainly in rural areas.

c) Other Rural Boxes.

(d) Natural or legal persons holding agricultural or industrial agricultural holdings.

e) Public Entes and Societies in which they are most involved, when their aims are in the improvement of rural life or for the benefit of agricultural activity.

The money and guarantee operations of the Rural Banks will necessarily have as their object the financing of agricultural or fishing activities, both current and investment, or that will result in (i) support for agricultural development or for the improvement of life in rural areas, and for individual partners, including for the purchase of housing, household equipment or other family life needs.

3. Also, notwithstanding the provisions of the number 1 of this transitional provision, the Credit Union may carry out active operations with non-partners up to a maximum of 15 per 100 of its total resources. In any event, the net results obtained from these operations shall be reflected in separate accounts in a clear and unequivocal manner and shall be used for the Mandatory Reserve Fund.

The operations carried out by the Credit Unions with the partners of the associated Cooperatives, the ones for placing the excess cash on the interbank market, will not be computed in that percentage. the acquisition or placement of assets for the coverage of the statutory ratios and that of fixed or variable income securities that do not exceed 20 per 100 of the ratios.

Seventh.

1. Those cooperatives which, at the entry into force of this Law, have established a system complementary to that of the benefits of social security and have opted, in respect of the work partners, for the assimilation, for the purposes of Social security, to self-employed workers, may request the Ministry of Labour and Social Security to maintain this modality.

2. Such a request shall be made within six months of the entry into force of this Law.

FINAL PROVISIONS

First.

1. This Law applies to all Cooperative Societies with a registered office in the territory of the State, except those whose relationships of an internal cooperative nature are the defining of the cooperative social object, and In the case of such relations, those of the Cooperative with its members shall be carried out within the territory of an Autonomous Community which, in use of its exclusive legislative competence, has regulated such Societies, without prejudice to the establish legal relations with third parties or carry out activities of an instrumental nature or personal access to the social object outside the territory of that Autonomous Community.

2. For the purposes of the legislative development competence conferred on certain Autonomous Communities in the field of Cooperatives, they shall have the character of basic rules contained in this Law, except for those of The following are listed: Article 2; Article 3; Article 4; Article 9.2 and 3; Article 10; Article 11; Article 13.2; Article 15.3 and 4; Article 18.3, 4, 5, 6 and 7; Article 20; Article 21; Article 23; Article 27.2, 3 and 4; Article 30.2, 3 and 4; Article 31.2 and 3; Article 32.2 and 3; Article 33.3; Article 36,6, 7 and 9; Article 37.3 (a) and (b) and 4; Article 38.2 and 3; Article 39 (2) and (3); Article 40.2, 3, 5 and 8; Article 41.2 and 3; Article 45; Article 46.5; Article 47.2; Article 48.2 and Article 54.2; Article 55.2; Article 56.4 and 5; Article 58; Article 59; Article 60.1, 2 and 3; Article 61; Article 63; Article 75; Article 78; Article 79; Article 81; Article 82; Article 90.2, 3 and 4; Article 91.3, 4 and 5; Article 93; Article 96; Article 97; Article 98; Article 99; Article 100; Article 116; Article 119; Article 121; Article 122; Article 123; Article 124; Article 128; Article 130; Article 131; Article 132; Article 134; Article 136; Article 137; Article 138; Article 140; Article 147; Article 151; Article 152.2; Article 153.1 and 2 (c); Article 154.2 (a), (b) and (d); Article 155; Article 156; Article 157; Article 159; Article 160; Article 161; Article 162; Article 163; provision Additional first; second provision; transitional provision first; transitional provision second; transitional provision third; transitional provision fourth; transitional provision fifth; final provision second; provision final third, and fourth final disposition.

Second.

When it is necessary for the development of any cooperative sector, the Government, on a proposal from the Minister of Labor and Social Security and after the report of the Superior Council of Cooperativism, will be able to create new classes of Cooperatives and to establish, in their regulation, the special rules that will be determined by the socioeconomic peculiarities that will be present in the new class of Cooperative that is created, respecting the principles and characters of the system cooperative.

Third.

The Government, on a proposal from the Minister of Labor and Social Security and prior report of the Superior Council of Cooperativism, may modify the maximum interest rate that the partners and associates may receive for their contributions. to the share capital, as well as the interest rate to be charged, in the event of a discharge, for the amounts outstanding for repayment of their contributions.

Fourth.

The Government, on the proposal of the Minister of Labour and Social Security, may lay down rules for the application and development of this Law.

The Ministry of Labor and Social Security is empowered to clarify and interpret the rules contained in this Law. It may also issue rules on the request for data from the Cooperatives for statistical purposes, in accordance with the provisions of the Law of 31 December 1945 and its Rules of Procedure, as well as with the rules established on coordination of statistics.

Fifth.

Within six months of the publication of this Law in the "Official Gazette of the State", the Government will forward to the Courts the Draft Law on the Tax Regime of Cooperatives.

Sixth.

The Federations of Cooperatives and the Spanish Confederation of Cooperatives are dissolved, as referred to in Articles 55 and 56 of Law 52/1974 of 19 December, drawn up in accordance with the provisions of the Royal Decree 2508/1977, and deleted the powers conferred on that Confederation by the first article of the Royal Decree.

The patrimony of the aforementioned Federations of Cooperatives and the Spanish Confederation of Cooperatives will be assigned to the promotion and development of the cooperativism, in accordance with the norms that the effect will establish Government.

REPEAL PROVISION

Law 52/1974, of 19 December, General of Cooperatives, is repealed; its Rules of Procedure, approved by Royal Decree 2710/1978 of 16 November 1978, and all the rules are contrary to this Law, except as Credit cooperatives in the sixth transitional provision of this Law.

Therefore,

I command all Spaniards, individuals and authorities, to keep and keep this Law.

Dado en el Palacio de la Zarzuela, Madrid a 2 de abril de 1987.

JOHN CARLOS R.

The President of the Government,

FELIPE GONZÁLEZ MARQUEZ