JUAN CARLOS I, King of Spain to all that the present join together and act.
Know: That the Cortes Generales have approved and I come in to sanction the following law: the General Cooperatives Act of 19 December 1974 and, in particular, its 1978 rules, constituted an improvement is important in the regulation of the cooperative societies, even when it had to move within the framework established by the law which developed and this at the same time, it was assumed different from the current political and socio-economic budgets.
The change both in the political system Spanish as in the structure of the State, with the attribution of various cooperative skills to the autonomous communities, and the mandate of the Spanish Constitution, which, in paragraph 2 of his article 129 ordered the promotion, by means of a proper, of the cooperative societies law, public authorities are new facts that are calling for a reform of the Statute of the cooperative societies and possibilities of Association of the same.
Also pleads in favour of the reform of the system of cooperative societies, the need to improve legal partners available means so that the beginning of its participation in the Government and control of the company is not a formal statement but a reality in practice, without diminishing the effectiveness in management.
Also, boost demand as favours the development of the business activity of cooperatives, makes accurate: improve or create systems that encourage the cooperative societies in the increase of own financial resources; strengthen the guarantees of the third party in its economic relations with unions; extend the mechanisms of control over the management and pragmatically accepting the realities of the market, opening the possibilities for certain types of cooperatives, operations with non-member third parties.
The nature and characteristics of the cooperative societies, demands to avoid a rigid regulation of them, in order to allow and respect the right to self-regulation of members setting, through the statutes, the rules that have governed society, making it necessary to introduce into the law an extensive casuistry that more flexible standards established criteria of generality.
It has been present, too, the nature of supplementary right of this law concerning the right of regions with legislative powers in the field of cooperatives.
The standard is divided into three titles with 163 articles, four additional provisions, nine transitional, six finals and a repeal.
I. the title of the first, dedicated to the regulation of the cooperative society, opens with a chapter on general provisions, which starts with a descriptive definition of the cooperative society, configured with fidelity to the cooperative principles set forth by the International Cooperative Alliance.
The most important innovation contained in this chapter is that refers to the possibility of that cooperatives can make operations with non-member third parties even if not there are exceptional circumstances.
As it is known, one of the fundamental problems in the current reality of companies, irrespective of the nature of the person who is the owner, is the reach one sufficient volume of economic activity, such as budget to maintain a competitive position in the market.
This problem is acute in cooperative enterprises, when attempting to maintain at all costs the mutual principle, according to which the cooperative can only perform activities and services on behalf of its partners; principle of exclusivity that, on the other hand, at no time has been proclaimed by the International Cooperative Alliance and that, in comparative law, it has been applied with great flexibility.
However, innovation that is introduced to expand the possibilities for cooperative operations with third parties, is framed by rules aimed to maintain the Spanish legislative tradition of demanding congruence with cooperative principles. So, to avoid that such activities can mean a profit for members, sets that positive or negative results obtained by the activities or cooperativizados services made with a third party, shall be charged to the mandatory reserve fund, at the time was imposed by the need to reflect in the accounts, clearly and unequivocally, cooperativizadas transactions with third parties.
II. the regulation of the procedure of incorporation of the cooperative society responds, essentially, to three objectives: stimulate the participation of the partners in the process of the birth of the society, strengthen guarantees of partners, third parties and even public administration and, finally, establish a flexible procedure of Constitution that adapts to the different needs that originate as very numerous collective that integrates the new society or on the contrary the form a small number of partners.
The innovation introduced with the figure of the constituent Assembly, in which promoters partners have to deliberate and approve the statutes of the cooperative, appoint persons who should fill the various offices of the first organs of society and be defined on different aspects that affect the entire process of the birth of the cooperative is essential in order to stimulate the participation of the partners in the process of Foundation of society.
In order to strengthen guarantees promoters partners and even the future partners and third party contracting with the society and administration, remains the requirement of the deed and important innovations are introduced into their minimum content.
It is noteworthy, moreover, innovation reduce to five the number of necessary partners for the formation and operation of a first grade cooperative, expanding, with realism, the possibility of access of small groups to the cooperative system, and reduce the minimum number of two to serve as the second or further degree, extending the possibilities of economic integration.
III. improves the effectiveness of the register of cooperatives, defined by the principles of advertising material and formal, legality and legitimacy, and adapts its organisation to the new structure of the State of autonomies.
IV. regarding the regulation of members, although we have followed the lines of the previous legal regime, have been introduced modifications recommended by the practice.
For the acquisition of membership sets the obligation this paid at least the minimum contribution which establish the statutes.
In relation to the opt-out of the partners, the period of notice, which can be set by-laws, is reduced from one year to three months.
The commitment of the partner not to unsubscribe voluntarily without just cause, may only reach a period of five years, versus ten years that established the previous legislation, establishing, in addition, measures aimed at ensuring implementation of the commitment referred.
But the introduction of compulsory low and deepening constitute the most important innovations in the regulation of the partner's work.
The obligatory low occurs in those cases in which the partner cannot continue in such a condition, although the sanction of expulsion applicable for their proper conduct.
In relation to the working members, complemented the previous regulation establishing special peremptory norms as soon as allocation of loss, in defense of the peculiarities which these partners concur, and set limitations on the number of working members that can be integrated, at the same time, the Governing Council.
V. The figure of the associated regulation introduces profound innovations that are intended, within the general thrust of this law enhanced what favours the development of the business activity of the cooperative, to stimulate the increase of own financial resources.
Maintaining the autonomy of cooperatives to incorporate or not the figure of associate in its statutes, expands the field of persons that may be Associates, empowering to be any person physical or legal, public or private, regardless of which had previously been or non-member of the cooperative.
The possibilities of the partners expands also to make contributions to the share capital, to disappear the limitations established by the previous legislation, which are reduced to that the sum of the contributions of the partners may not exceed 33 per 100 of contributions of all partners to share capital.
Remains the criterion that any partners are entitled to return, receiving for their contributions to the share capital only the agreed interest, as well as the limitations on voting rights of partners in the general assemblies, whose total amount may not exceed 20 per 100 of the total of the votes of the members of the co-op , and, without giving up the criterion of prohibition that the associated positions in corporate bodies, opens runway to a greater participation in the life of society, to enable that statutes can provide for attendance at meetings of the Governing Board, with voice and without a vote, of a representative elected from among the partners, by these.
VI. the regulation of the General Assembly introduces modifications aimed to facilitate and promote the participation of partners in the Government and control of the company; avoid maneuvers to circumvent the manifestation of the will of the sovereign body of the cooperative; deepen the democratic nature of society, avoiding that a minority can paralyze the development of it or turn it into a closed institution and facilitate the adoption of agreements by the General Assembly, in particular those related to possible increases of own financial resources.
In the same orientation is mandatory character innovation that happens to have the agreement of the General Assembly to establish the cooperative's general policy in our legislation.
From a doctrinal point of view and adaptation of our legislation to the cooperative principles, the most important modification occurs in the regulation of the right to vote in cooperatives in first grade, where recovering unequivocally the known principle «one Member, one vote».
In recognition that the problem which arises in certain kinds of cooperatives not only affects the partner, but it transcends the entire family group, opens the possibility that in certain kinds of cooperative partner can be represented at general meetings by his spouse, ascendant or descendant.
In terms of the functioning of the Assembly and to improve freedom of action of the same, introduces the innovation that the agreement on any item on the agenda must be taken by secret ballot, if requested by a 10 per 100 voters, present and represented.
Regarding the regulation of majorities required for the adoption of agreements, remains the general principle that these will be adopted by more than half of the votes validly expressed, reducing the assumptions that will require the majority of two-thirds of the votes present and represented and by removing the possibility that bylaws can establish reinforced majorities.
Finally, with regard to the General Assembly, composed of delegates designated in preparatory meetings, introduced innovations are numerous.
The members of the Bureau of the Board shall be selected from among the members present in the same, disappearing the possibility, which existed in the previous regulation, that the President and Secretary of the Board may be appointed by the governing body.
Puts an end to the contradiction that meant that members could retain the right to attend personally to the General Assembly of delegates.
Sets that to be proclaimed delegate the minimum number of delegations of vote specified in the statutes; must be obtained the election as a delegate shall apply only to the General Assembly in question, even though the possibility is opened for more than 5,000 partners unions, that, if the provide for its statutes, the election as a delegate may be valid for all meetings that are held over a period of up to three years.
He is forbidden for partners who play social charges can be elected delegates, and disappears the possibility that the mandate that delegates receive may have the character of imperative.
VII. in the regulation of the Governing Council, the most important innovations respond to boost demand as to promote, directly or indirectly, the effectiveness in management through modifications that sometimes affect the inner 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 increasing the self-regulating ability of the cooperative and the perfect control mechanisms.
One of the most important problems in your configuration had raised the cooperative society and affected significantly to its economic relations with third parties, was the relative character of limitless or not the Faculty of representation of their management bodies. Problems which, moreover, also has been affecting other types of companies.
Our right, especially since the publication of the law of companies and limited liability according to the dominant doctrine, has been oriented toward the acceptance of the criteria of the ilimitabilidad third-party representation of society.
Acceptance of the mentioned criteria in the new regulation of the cooperative society, in addition to situate it within the mainstream settings in doctrine and legislation, power possibilities of development of the business of the cooperative, to strengthen guarantees of third parties in its economic relations with it.
In the guidance to strengthen the self-regulating ability of the cooperative, the law leaves criterion of this establish the extent of the powers which are conferred to the Director with respect to the regular business traffic.
Within the criteria facilitate the control of society, harmonizing it with the convenience of the stability of the management bodies, are innovations on the reversal of their positions to members of the Executive Council, for whose agreement, if the matter consists not in the order of the day, required a qualified majority of two-thirds of the total votes of the cooperative.
The amendments made to the regulation of the action of liability against the members of the Executive Council also respond to the same orientation.
Important innovation in order to facilitate and increase the means of control available to partners, is the possibility, which is introduced for the first time in our law, that partners may legally challenge the agreements of the Executive Council, reaching such possibility, also, to the agreements of the Director.
VIII. in relation to the regulation of the external auditors, the maximum period of his term reduced to three years, focuses, in a month, the term that have Auditors to issue his report and defined clearly empowered to issue report separately, in case of disagreement.
But the most important innovation is the requirement to submit annual accounts to external audit in the cases in which the law or the statutes establish it or agreed General Assembly establishing standards aimed to guarantee the seriousness of these audits.
IX. introduces the figure of the resources Committee, whose use, which in any case is left to the discretion of the cooperative, you can expedite the resolution of appeals against the agreements of the Executive Council, which previously could only be resolved by the General Assembly, and will also decongest the agenda of general meetings, consequence which will be most important in broad-based social cooperatives.
X the main object of the innovations introduced in the chapter on economic regime, it is the strengthening of cooperatives in its business, for which purpose oriented modifications, are established ones, to boost the increase of own financial resources, and others, in defense of the solvency and economic credibility of the cooperative.
In the orientation of promoting the increase of own financial resources are the innovations introduced in the regulation of contributions to the social capital that, with respect to the mandatory, opens the possibility that, if the provision statutes, may be agreed by more than half of validly expressed votes and, with respect to the voluntary, introduces the novelty that the partner can use them to cover the new mandatory contributions agreed upon the General Assembly and to meet losses that are attributable to him.
The rules on transmission of contributions, admitting the possibility, in certain cases, of its transmission by acts inter live, the spouse, ascendants and descendants which are not yet members, acquire such status in the period of six months, which, moreover, are not obliged to pay fees for admission in the cooperative is also flexible. Achieving, with this innovation, in addition, the adaptation of legislation to the sociological reality, which requires the recognition of the importance acquired by the fact cooperative relationships family, especially in some kinds of cooperatives, such as in the agricultural.
The same criterion presides over the regulation of forms to ensure the return, in addition to maintaining the possibility of incorporation into the social capital, that if they have joined a fund regulated by the General Assembly, partner may, at any time, destine it to satisfy the losses which are imputed to him and to cover new mandatory contributions.
However, from a structural aspect, the most important innovation introduced in order to increase the financial resources, is raising the percentage that must be used for the mandatory reserve fund on the net surplus. Innovation is complemented with which allows that a voluntary Reserve Fund, which will have the character of irrepartible can provide, charged to the available surplus, by agreement of the General Assembly.
In defense of the solvency and economic credibility of the cooperative is the clarification introduced in the regulation of the minimum share capital, establish that it must be paid and specify that, to fix the amount of the paid-up capital, will subtract deductions made about contributions in satisfaction of the imputed losses to partners.
The innovations introduced in the regulation of the imputation of losses, clearly combine the purpose of defending the solvency of the cooperative and the achieve a policy consistent with the principles that should shape the structure and functioning of the institution.
The previous legislation in relation to the imputation of the losses, did not establish any limitation on the amount of losses attributable to the mandatory reserve fund, which allowed that, when there was a surplus, the partner won, and when there were losses was the cooperative which supported them.
In the new regulation which is set, the losses that are caused by the activity cooperativizada, carried out with partners, only may be imputed in a 50 by 100, as maximum of mandatory reserve fund, and the rest, unless there is the aforementioned reserve voluntary fund, will fall within the partners in proportion to the cooperativizada activity effectively carried out by each. At this point it is highlight, in addition, the novelty which means that if the activity effectively carried out by the partner is less than that minimum, you are required to make statutory provision, the imputation of losses will be in proportion to the activity which, at a minimum, is required to perform.
In defense of the principle of open door limits to the amount of the entry fees are established to disburse by the new partners. To avoid situations of predominance within the cooperative, determines the innovation to reduce the total amount of the contributions that each partner can make to social capital.
One of the problems inherent in the structure of the economic regime of the companies cooperatives is that partner, to be low, due to any cause, or liquidate the cooperative, received as a refund of contributions the nominal value thereof, irrespective of the time elapsed between the disbursement and repayment, occurring as a result of inflation, a difference , in real terms, between the price paid and what is reimbursed to the partner. Which, if on the one hand you can create situations contrary to equity, is evident that hinders the capitalization of co-operatives.
The rules of cooperative societies of 1978 solves the aforementioned problems distributing the balance resulting from the regulation of the Balance, without limitation, proportionately to the amount of the contributions to the share capital. I.e., with criteria that may be suitable for a structure of societies of capitalist nature, but applied to cooperative societies not only contradicts the principles informants of their structure and operation, that it can even endanger society keep; Remember, in this instance, the principle of open door that governs them, and the obligation to reimburse the partner contributions to the share capital in the event of low.
In the new regulation on update of contributions, to establish the limitation that the update may not exceed to the General industrial price index, fits the solution to the problem it is intended to resolve, and in establishing that results of the updating of the Balance 50 per 100 will be allocated to the mandatory reserve fund and another 50 by 100 to the update of the contributions seeks to harmonize the legitimate individual interests of partners and the whole of the cooperative society.
XI. in relation with social documentation and accounting of cooperative oriented innovations are introduced to strengthen both society members and third party guarantees, at the time that flexible rules on binding, registry and diligence of the books, in order to facilitate the use of new techniques of machining administrative and accounting procedures.
XII. as to the amendment of the statutes is noteworthy innovation that makes possible in cases of change of class of the cooperative, the separation of the partner, as justified.
Sets a new and detailed regulation of the merger in which harmonizes the defense of the interests of members and third parties with the agility of the procedure. Also new possibilities for the adaptation of the cooperative society open to corporate and business needs by introducing the new figure of the escision-fusion.
XIII. in relation to the dissolution of the cooperative are introduced, as causes of dissolution, cessation or inactivity during two years of corporate bodies or the cooperativizada activity; regulates how much affects the efficacy of causes of dissolution, putting an end to the regulatory gap which existed, on this matter and opens the possibility of that society in liquidation can be reactivated, when there are certain assumptions.
In terms of the liquidation is regulated more accurately transmission functions of the Governing Council to the liquidators and creates the possibility of the appointment of Auditors of the liquidation at the request of 20 per 100 of the cooperative social votes, or Union of the debenture holders and by the Ministry of labour and Social Security.
It is also noteworthy innovation which means the creation of a system of broadcasting and advertising for the final balance that can replace the approval thereof by the General Assembly during his celebration, which will facilitate the legal extinction of entities which, in fact, inoperative lacked valid legal channel to formalize its disappearance is impossible.
XIV. in terms of kinds of cooperatives, has remained broadly the criteria of classification of the previous legislation. The orientation of the introduced innovations has been the adapt the regulation of each of them, with the maximum pragmatism, to their real needs in order to develop their activities.
Concerning cooperatives of associated work have been introduced important innovations, regulate, for the first time in our law, a set of issues related to the problems posed in undertaking the provision of work, and that is no stranger, however, with regard to this, it was not being contemplated by the legislation and the cooperative society.
Rules on the work of members under the age of eighteen years. The regulation of the trial period of the worker-members is adapted to the peculiarities of the provider partner of work, establishing, in addition, cautions that prevent abuses in the use of the figure of worker partner in test situation.
Also establish standards on hours of work, weekly minimum rest, permissions, holidays and annual leave, although reserving a wide margin to the autonomy of the cooperative.
Most significant however, have innovations that mean open the possibility and regulate in detail the different cases in which the partner has the right to temporarily suspend the obligation to provide their work, as well as the empower the cooperative, when economic, technological, or force majeure, to agree the suspension law partner to lend their work and even mandatory lowering of the majeure establishing a nuanced regulation to this effect.
Oriented regulation is introduced to solve realistic problems that poses in this class of cases of succession of business cooperatives, contractors and concessions.
Housing cooperatives are numerous introduced innovations. Among the most notable is point out that opens up the possibility that, in addition to natural persons, may also be partners certain legal persons. Disappears the limitation that may only be provincial, but establishes the need that when the cooperative developed simultaneously more than one promotion or phase, the General Assembly shall be delegates, and exist as many preparatory meetings as phases or promotions are developed.
Establishes the need to subject to external audit the annual accounts of the exercise, prior to its approval by the General Assembly, when the cooperative promotes a certain number of houses or local, or when simultaneously develops various promotions.
It is forbidden that one physical person may simultaneously be member of the Executive Council in more than one housing cooperative.
Greatest novelty of the law, in relation to the kinds of cooperatives, is regulation, for the first time in our law, cooperative community exploitation of the Earth.
The regulatory gap that will have been developed this kind of cooperatives, the need to avoid denaturation of the figure of the cooperative society along with peculiarities that concur in the cooperatives community exploitation of the Earth, has become necessary to establish an extensive and nuanced regulation.
It starts with the delimitation of its concept, it enters a thorough determination of persons who may become partners, whether in its condition of ceding the use of goods subject to agricultural exploitation, or their status as worker-members, establishing the peculiarities of the regime that applies to them. Regulates the transfer of the use of goods and special rules on the economic regime of the cooperative.
Cooperatives of services, given the diversity of the economic sectors in which affects, establishes rules in order to allow the denomination of them may reflect the peculiarities of the activity to develop partners that integrate them.
Regulate insurance cooperatives, whose possibility in our legal system begins with the publication of law 33/1984, of 2 August, on management of private insurance, bearing in mind the requirements that are determined by the peculiarities of the insurance business.
Kinds of cooperatives introduces health cooperatives, collecting a repeatedly-expressed aspiration.
Opens the possibility of operations cooperativizadas with non-member third in agricultural cooperatives from the sea and which are going to be called cooperative of consumers and users.
Educational cooperatives regulation, implies not only a change in its name to the old school cooperatives, but a new approach to them, in order to adapt to the sociological reality of the sector that are addressed with pragmatism.
Finally, it is noteworthy that the enumeration of the kinds of cooperative contained in chapter XII of this law remains open to the possibility of creating new kinds of cooperatives, in all cases that demands the socioeconomic reality, given the faculty which gives the Government the second final provision.
XV. Title II deals with the relationship between public administration and cooperatives, proclaiming that the State recognizes as a task of public interest the promotion and stimulation of the cooperative societies. The performance on the cooperative agenda, without prejudice to the specific powers of the other ministerial departments entrusted to the Ministry of labour and Social Security, and provides for the possibility of temporary intervention of cooperatives by the public administration in cases in exceptional circumstances.
XVI. Title III is dedicated to cooperative associations.
Its regulation, in addition to responding to the principles of autonomy and freedom of association established by the Spanish Constitution and prevailing in comparative law of our political and cultural environment, has this, too, the new structure of the State, which has determined the assumption of legislative powers in respect of cooperatives by the various autonomous communities, so that, without prejudice to framing the associations in a context of pluralism obtains its regulation of sufficient flexibility in order to facilitate the development of a solid cooperative associations of State level.
Finally, configure the top cooperative Council as an organ of the Central Administration of the State for cooperative activities, and advisory, attributing to it, also features cooperative arbitration and conciliation.
XVII. in the additional provisions are set out issues related to the powers conferred by this Act, clarified the computation of time limits, opens the possibility for transformation in societies of the societies agricultural cooperatives of transformation and which have been called labour societies and, finally, rules on Social Security for the worker-members of cooperatives of work associated with the working members.
The rules governing the transitional law include those relating to credit unions, as well as those relating to the obligation of the adaptation of statutes for cooperatives to the rules of this law.
Final provisions of particular importance first, which sets the scope of application of this law, in accordance with competencies that some autonomous communities have attributed cooperative.
The first title of the Sociedad Cooperativa chapter first provisions general article 1. Concept.
1. cooperatives are companies which, with variable capital and democratic structure and management, associated, in free membership and opt-out regime, people who have interests or common socio-economic needs, to whose satisfaction and in the service of the community develop business activities, charges the economic results partners, once served Community funds, based on the cooperativizada activity.
2. any economic activity can be organized and developed by a company incorporated under this Act.
3. cooperatives shall comply in its structure and functioning with the principles formulated by the International Cooperative Alliance in the terms established in this law.
Article 2. Autonomy.
The management and the Government of the cooperative societies corresponds exclusively to them and to their partners, without prejudice to the provisions of title II of this law.
Article 3. Domicile.
The cooperative society will have its registered office within the territory of the Spanish State and the scope of the society, at the place where preferably perform their activities with their partners or centralize their administrative management and business management.
Article 4. Denomination.
1. the denomination of the company will necessarily include the words «Sociedad Cooperativa» or its abbreviation «S. Coop.».
2. any cooperative society may adopt identical to the of other already existing name. The inclusion in the name of reference in the class of cooperatives will not be enough to determine that identity there is no in the denomination.
3. the cooperative societies may not adopt misleading names or that induce to confusion regarding its scope, purpose or class of them, nor with any other bodies.
4. any other private entity, society, association or individual entrepreneur may use the term "Cooperative", or abbreviation «Coop.», or any other similar term that lends itself to confusion, unless a favourable report from the Superior Council of the cooperative movement.
Article 5. Transactions with third parties.
1. the cooperative societies can perform activities and services cooperativizados with non-member third parties only where, for the kind of co-operative concerned, this law provides for it and on the conditions and limitations established.
2. However, all cooperative society, any that is class, where, for exceptional circumstances not attributable to it, operating exclusively with partners and, where appropriate, with third parties within the limits established by this law in response to the kind of co-operative concerned, involves a decrease in activity that threaten its economic viability It may be authorized to make or, where appropriate, expand activities and services with third parties, for the period and up to the amount fixed by the authorization according to the circumstances that are.
The request will be resolved by the General Directorate of cooperatives and labour societies of the Ministry of labour and Social Security, ask how many reports it deems appropriate. In the case of insurance cooperatives, authorization shall correspond to the Ministry of economy and finance, report of the Directorate of cooperatives and labour societies.
3. the results, positive or negative, that obtain the cooperative societies of the activities and services carried out with third parties, shall be charged to the mandatory reserve fund.
Chapter II of the Constitution article 6. Legal personality.
The co-operative society shall be constituted and shall have legal personality from the moment they enroll in the corresponding register of cooperatives the public deed of incorporation of the same.
Article 7. Minimum number of partners.
First degree cooperatives shall be composed of five members, at least. Those of second or further degree, by, at least, two cooperatives.
Article 8. Negative certification designation.
1 certification that there is no registered another cooperative society with identical name to which intends to adopt another cooperative, its Constitution or changing its name, shall be issued by section Central of the register of cooperatives the direction General of unions and labor societies of the Ministry of labour and Social Security, in accordance with the data in the same.
2. the certified denomination will be reserved in favour of the cooperative, in Constitution or constituted, applicant, for a period of four months, from the date of certification; This period may be extended by the General Directorate of cooperatives and labour societies, if the applicant had initiated before the competent register of cooperatives, the registration process.
Article 9. Constituent Assembly.
1. the constituent Assembly will be integrated by the promoters of the society. If the planned cooperative was first grade, every promoter shall have one vote and, if it's second or subsequent, the vote may be, in accordance with the criteria of proportionality of the vote that set the constituent Assembly, among those provided for in this law.
The President and the Secretary of the constituent Assembly will be elected from among promoters attendees.
2 the constituent Assembly will deliberate, at least on the following ends: to) appointment, between promoters, the Manager or managers who have to perform the acts necessary for registration of the proposed cooperative society.
b) kind of cooperative that is projected to be.
(c) approval of the bylaws.
(d) appointment, among the promoters, who, once registered the society, to the different positions of the first governing body, the auditor or auditors and, where appropriate, those of the Committee on resources. And may also appoint substitutes for them, even in the offices of President and Vice President, although, with regard to the latter, the replacement cannot be performed subsequent to the registration of the society.
(e) designation, between promoters, people who have give the articles of incorporation. Their number shall not be less than five, and in any case, between the licensors will be, at least, developers designated as Secretary of the constituent Assembly and as managers, as well as the nominees for the positions of the first governing body and the auditor or auditors.
In cooperatives of second or further degree, designation for grant the deed of incorporation must rest with individuals that are members of the promoting cooperatives.
The posts of President and Secretary of the constituent Assembly are compatible with the Manager and the charges of the first Executive Council or Comptroller.
(f) where appropriate, the form and deadlines in which developers must spend part of the minimum compulsory contribution to become a member, subscribed and not paid.
(g) approval of the value of the non-monetary contributions, if any.
3. the minutes of the constituent Assembly will pick the agreements adopted and will contain the relationship of promoters with the data provided for in paragraph 2 of article 11.
The Act will be certified by promoter who exercises the functions of Secretary of the constituent Assembly, with the approval of the President of the same.
4. If the public deed of incorporation was granted by all of the promoters of the society and fails to take use of the option referred to in article 13, of the previous qualification of the draft laws for the registration of cooperatives, it is not necessary to the holding of constituent Assembly.
Article 10. The cooperative society in the Constitution.
1. managers be all necessary activities for its Constitution, being the society account expenses accrued by such actions and act on behalf of the future society.
2. in compliance with the acts and contracts concluded on behalf of the planned cooperative before its registration will respond jointly and severally who had held them.
Contracts shall be borne by the cooperative after its registration, as well as the expenses for it, if they prove necessary to its Constitution, accepted expressly for it within a period of three months from its registration or if they had been stipulated, within their powers, by persons so designated by the constituent Assembly or, failing , by all developers. These assumptions shall cease the joint and several liability referred to in the preceding paragraph, provided that the assets are sufficient to meet their obligations.
When the articles of incorporation is not placed in the register of cooperatives within the year from granting, the assets contributed to the cooperative and its fruits will be affected to compliance with the acts and contracts on behalf of the same, without prejudice to the joint and several liability of the persons referred to in paragraph first of this number.
3 as long as there is the registration, the projected society must add to its name the words «in Constitution'.
Article 11. List of promoters.
1. promoters shall meet the requirements to acquire membership of the cooperative, in accordance with the rules laid down in this law, for the kind of co-operative concerned, and in the statutes of the same.
2. the relationship of promoters will contain the following data: if they are individuals, the name, surname, age, State, national document of identity, profession, domicile and nationality; and whether they are legal persons, denomination or company name, identification code, place of residence and nationality.
It should also express the kind of exploitation that the promoter is incumbent, the professional activity exercised or the teaching centre which is a student, where, because of the kind of co-operative concerned, these aspects are requirements for membership.
Article 12. Minimum content of the statutes.
The statutes of the cooperative societies should be expressed: 1. the denomination.
2. the place of residence.
3. the territorial scope within which the cooperative can develop cooperativizadas 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 company.
6. the liability of the members for the social debts.
7. the requirements for admission as a partner.
8. the quantification of the compulsory minimum participation of the partner in business activity that develops the cooperative for the fulfillment of its social purpose.
9. rules of social discipline, characterization of offences and penalties, and sanctioning procedure.
10. the form of advertising and the deadline for the call for the General Assembly, ordinary or extraordinary, at first and second call.
11. the minimum share capital.
12. the minimum compulsory contribution to the share capital, as well as the part that has to be paid to acquire the status of partner, in accordance with paragraph 2 of article 73 of this mandatory contribution.
13. any other requirement imposed by this law.
Article 13. Prior evaluation of the draft laws.
1 it will be optional managers, except otherwise agreed by the constituent Assembly, request the competent registration of cooperatives the previous qualification of the draft laws or proceed directly to the granting of the deed of incorporation, without prior qualification concerned.
2. to obtain the previous qualification of the draft laws, the managers, to the request for qualification to the authority which depend on the corresponding register of cooperatives, shall submit two copies of the minutes of the constituent Assembly, with two projects of statutes, and the certificate of the Central section of the register of cooperatives of the direction General of cooperatives and labour societies that there is no registered another company with the same designation. If they were insurance cooperatives, must be accompanied, in addition, the prior authorization of the Ministry of economy and finance.
If in the competent registration of cooperatives correctable defects apreciasen in the draft laws, shall be communicated to the managers, who, unless otherwise agreed by the constituent Assembly, shall be entitled to remedy any defect that contrary to the favorable rating of the statutes. In any case, the deadline for remedying the defects is three months from the notification of the same.
Article 14. Articles of incorporation.
1. the public deed of incorporation, unless it is granted by all developers, must be by persons appointed by the constituent Assembly, subject to the agreements adopted by the it and other supporting documents.
2 the articles of incorporation of the society, which shall include, where appropriate, the minutes of the constituent Assembly, will be expressed: a) relationship of the promoters, with the data provided for in paragraph 2 of article 11, collecting, by demonstration and under the responsibility of the grantors, the highs and lows produced on the relationship of promoters contained in the minutes of the constituent Assembly. The number of promoters high may not exceed 50 per 100 of the number of developers who participated in the constituent Assembly and have not caused low.
(b) demonstration of the licensors that all promoters eligible to acquire membership of the cooperative, in accordance with the rules laid down in this law for the kind of co-operative concerned and in the statutes of the same.
(c) will establish a cooperative society, of the class concerned.
(d) the articles of the company, pointing out, in your case, if your text has been rated favorably and definitely by the competent register of cooperatives).
(e) manifestation of the licensors that each of the promoters has disbursed, at least 25 per 100 of the mandatory contribution minimum to be partner, fixed by the by-laws and, where appropriate, the form and deadlines that are should disburse the rest of this minimum to be compulsory contribution partner.
(f) demonstration of the adjudicators that the total amount of contributions paid by developers, is not inferior to the of the minimum share capital established bylaws.
(g) an expression of those who have once registered society, of the different positions of the first governing body, the auditor or auditors and, where appropriate, those of the Committee on resources.
(h) Declaration of the persons named to the positions of the first Executive Council and auditor or auditors, who are not in the prohibitions and incompatibilities provided for in article 62.
i) if them, value assigned to the non-cash contributions, with detail of those carried out by different promoters.
(j) Declaration that there is no other cooperative society with identical designation, for which purpose it shall be accompanied, for incorporation into the certified public instrument of the Central section of registration of cooperatives of the direction General of unions and labor societies of the Ministry of labour and Social Security in which he thus is established.
3. the licensors, unless otherwise agreed by the constituent Assembly, may confer, in the articles of incorporation, empowerment to one or more of them, and in the latter case with solidarity, or joint powers to remedy any defects in the content of the articles of incorporation that contrary to the registration of the society, except for the assumption of the correction involves a variation of persons named for positions in corporate bodies and there were no substitute appointed by the constituent Assembly.
Also, the licensors may confer any empowerment agreed by the constituent Assembly.
4. If the articles of incorporation is granted by all of the promoters, these may, in the Act of granting, modify any agreement from those adopted in the constituent Assembly, if they had held it.
Article 15. Inscription.
1. the managers or, in your case, the promoter or developers designated by the grantors of the deed of Constitution, must request, within two months from its issuance, in the registration of the company in the register of cooperatives, accompanying, the application for registration, a certified copy and three copies of the deed of Constitution, and whether it's a Cooperativa de Seguros a copy more simple.
For registration of insurance cooperatives, managers or, in your case, developers, must obtain the prior authorization of the Ministry of economy and finance, unless he had obtained for the qualification of the statutes referred to in article 13.
2 the registration of cooperatives, the authority which resolved will return to the cooperative the authorized copy of the writing on the note of registration and, if it is an insurance cooperative, shall send a copy, completed, the Ministry of economy and finance.
3. at the time of applying for the registration of the deed of incorporation, will accompany Declaration expressive of the kind of activity that the cooperative will be predominant character, identifying it with the numbering and nomenclature established on the national classification of economic activities; when society will develop activities of diverse nature, shall be recorded, together with the predominant activity, all the remaining, identifying them with the aforementioned criteria.
4. fifteen months since developers had paid their contributions to the cooperative society in Constitution, without that it had proceeded to register the deed of Constitution, those may require the refund of contributions, and insofar as is compatible with the provisions of article 10.
Chapter III registration of cooperative article 16. Organization and competences.
1. the register of cooperatives will depend on the Central Government or, where appropriate, in accordance with the rules on assumption of responsibilities by the autonomous communities of cooperative, of the administration of the corresponding autonomous community.
2. the register of cooperatives, so if it is up to 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 section Central of the register of cooperatives, dependent on the Central Administration of the State, will be competent regarding: a) the cooperatives whose scope exceeds one of the provinces that make up an autonomous region that does not have competence in the field of registration of cooperatives.
b) the insurance cooperatives and cooperative associations whose scope is covered within the territory of an autonomous region that does not have competence in the field of registration of cooperatives, and c) the cooperatives and cooperative associations whose scope exceeds the territory of an autonomous community, any that is the registered office of the same.
(d) issue the certification referred to in article 8.
4 the section Central of the register of cooperatives, employed by the administration of an autonomous community with competence in the field of registration of cooperatives, will be competent regarding: a) the cooperatives whose scope, without exceeding the territory of the autonomous community, is more than one of the provinces which compose it.
b) Las insurance cooperatives and cooperative associations whose scope is covered within the territory of the autonomous community.
5. sections provincial cooperative registry, depend on this the Central Administration of the State or the autonomous community shall have jurisdiction regarding cooperatives whose scope does not exceed the respective provincial.
6. the register of cooperatives, dependent on the Central Administration of the State, is entrusted to the Ministry of labour and Social Security, organizing the Center section in the Directorate of cooperatives and labour societies, and provincial sections in the respective provincial directorates of this ministerial department.
7. the provisions of this chapter on organization and competencies of the register of cooperatives shall not apply in the autonomous communities which, having exclusive competence in the field of cooperatives, in accordance with their statutes on use of its legislative powers, have regulated its respective register of cooperatives.
Article 17. Features.
1. the register of cooperatives is public.
2. it is assumed that the content of the record books is accurate and valid, and acquaintance of all, not being able to plead ignorance.
Article 18. Functions and efficiency.
1. the register of cooperatives shall take at different levels 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 advertising material and formal, legality and legitimacy.
3. the advertising of the registration will be effective through the manifestation of the books and documents of the file to the registration records make reference or certificate issued by the registry.
The certification will be the only way to reliably prove the contents of log seats. When it is literal may be authorized through the use of any mechanical means of reproduction.
4. the titles and documents subject to registration and unregistered will not produce effects against third parties in good faith. The lack of registration may not invoke by who incurred his omission.
5. the registration produces all the effects prevented in this law, and not validates acts and void contracts pursuant to the laws.
6 seats from the registry will produce all its effects while not register the Declaration of inaccuracy or invalidity, whose statement may not prejudice the rights of third parties of good faith, acquired in accordance with the contents of the log.
7. the agreements of the social bodies which should be subject to registration registration of constituent character can be unapplied validly by the cooperative society as long as it is not practiced.
Article 19. Constituent registrations.
The registration of the acts of incorporation, modification of the articles of Association, merger, Division, escision-fusion, disqualification, dissolution and liquidation of the cooperative societies will be constituent.
Article 20. Qualification and registration.
1. all documents subject to entry in the register shall be subject to qualification, to books only access titles which have complied with the legal and statutory precepts of imperative character.
The qualification will be based on whichever of the documents submitted and the corresponding seats of the registry. In the Constitution of societies, registry will also qualify the kind of cooperative.
2. will be considered failures of legality, extrinsic forms of registrable securities, affecting its validity, according to the laws that determine its shape, provided that they result from the documents submitted.
Similarly, no expression or expression without sufficiently clear of any of the circumstances which must necessarily contain registration, capacity and legitimacy of the licensors and the validity of the content of the documents will be appreciated.
3. as a result of the qualification will be the extension or refusal, with provisional or definitive character of the requested seat, according to correct titles or suffer irreparable or correctable fault.
If be provisionally refused the registration of a title, will be extended preventive annotation as the defects remedied or settled the claim, which will be in the period of three months, whose annotation will have the same duration, in the first case, or up to the final decision, in the second, becoming registration when they are rectified the defects within the aforementioned period or successful claim. They were not rectified the defects, or filed claim, will cancel the seat by marginal note.
In the event of failure, regardless insubsanable, will be denied registration, issuing reasoned ruling unless you take preventive annotation.
Article 21. Registration records.
1. in the book of registration of cooperative societies will extend the following classes of seats: registrations, cancellations, caveats and marginal notes.
2. the first registration will be establishment of the cooperative society or the corresponding registration records, on the assumption that, being already constituted, access of another record of cooperatives.
3. inscriptions and cancellations is practiced then each other, leaving blanks between them, and will have its correlative, which is recorded in figures in their respective column, with signature at the end of each of the competent official.
Preventive annotations and their cancellations be designated with letters in the same column that the inscriptions rigorous alphabetical order, with the aforementioned firm.
The extension of the seats will be in succinctly, referring to the corresponding file, stating the document object's registration.
Article 22. Requirements as to the form.
1. the registration of the acts referred to in article 19 shall be by virtue of public deed or, where appropriate, judicial decision or administrative authority.
The registration of acts relating to the granting of powers of management and administration, as well as modification, revocation and replacement thereof, shall be under public deed, which shall contain the conferred powers, which are transcribed literally to the corresponding book.
2. the registration of acts relating to appointment and dismissal of members of the Governing Board, auditors, liquidators and change of registered address within the municipality, shall be by virtue of public deed or judgment of the competent authority, or certification with the signatures of the Secretary and Chairman of the governing body legitimised by a notary or authenticated by official who has assumed functions of certification of the Central or Provincial of the register of cooperatives dependent of the Central Administration of State or official who have assumed certifying functions of the Provincial direction of the Ministry of labour and Social Security. To this end it must certify them with firms already listed in public documents or legitimated or authenticated signature that exists in the respective administrative unit. If this certification is not possible, it will check the authenticity of the signatures, compulsando them with those provided for in the national document of identity or, in the case of foreigners, passport or residence card.
(3. the acts referred to in the subparagraph (b))) and (c) of number 1 of article 152, the disqualification of the cooperative society, the authorization to operate with third parties with special character and the authorization of another social documentation system will be implemented by agreement or resolution of the competent authority, and shall be entered in the book of registration of cooperative societies extending the seat that, if necessary, appropriate.
Article 23. Acceptance of social charges.
1. Members who elected to take social positions, both in the governing body have resulted from Auditors and liquidators shall expressly accept charge, except for just cause.
Having accepted before the General Assembly itself, will it be credited through certification of the minutes of the Assembly, with the signatures of certifying Secretary and President, legitimised by notary or notarial testament to the minutes of the Assembly.
If the appointed had not accepted the post before the Assembly, may be noted the acceptance by any document signed by himself, whose signature must be authenticated.
2. in any case, in the corresponding document subject to registration, in addition to prove the acceptance, it must contain the manifestation of the designated ones that don't affect them any of the disabilities and incompatibilities for the exercise of the charge contained in article 62.
Article 24. Competition in favour of another record.
1 when a statutory modification determines the competition in favor of another record, will be presented before the resulting competent public writing referred to in point (d)) of number 1 of article 92, also indicating the registration of cooperatives in which the cooperative is registered. Which has resolve will request its referral of literal certification of all the registration records of the society, which shall be sent within a period of twenty days, properly filled out copy of the documents to those referred to and practise the corresponding preventive annotation accompanying nursing home.
2. approved statutory modification, the registration history of the cooperative society, which will constitute the first seat, practiced then the corresponding modification of statutes, assigning it the number and key that corresponds, while retaining the previous one that was registered, and communicating ex officio registration of origin such registration, so by the same respective sheet closes and extends below the last registration a seat of reference shall be recorded.
Article 25. Deadlines for submission of documents.
For the registration of acts that need to access the registry, cooperatives societies are obliged to send to the same timely documentation within the period of thirty days from the next which saw the Act, unless another period provided for by the present law.
Article 26. Successive tract.
1. to register or record events that are entered, modified or extinguished the seats contained in the register of cooperatives, must include previously in the condition record that legitimate person that grant or on whose behalf be granted documents containing the acts concerned.
2. the registration of the appointment and dismissal of Directors, auditors and liquidators requires the prior registration of the previous ones that have occurred, you can practice as determined by article 22 or, failing that, when there are exceptional circumstances, by notarial act of notoriety.
Article 27. Record books.
1. in the register of cooperatives will be the following books: book presentation of documents daily.
Registration book of cooperative societies.
In addition to the above, the book of registration of associations of cooperatives will be in the middle section.
2. the journal will contain volumes of 250 useful foils, over the cover and one final blank, duly bound and completed.
All pages shall be numbered consecutively and will carry the seal of the register.
The folios contain a margin without scratching for insert into the corresponding marginal notes and three vertical lines forming columns horizontally striped to consign the number of seat, date, and extension of the seats between them.
At the top of each page will be printed in their respective place the following words: «Marginal notes», «Number of seats», «day, month and year» and «Seats».
3. the book of registration of cooperative societies is take by the changeable blades system, exhausted once the folio for each society to unfold then another with the same number, followed by the first letter of the alphabet, aiming the remaining letters to successive pages.
At the end of each page will indicate: «Folio becomes...», and at the beginning of the following shall be indicated: "this folio is a continuation of the...».
Data that should be noted in the description of the cooperative shall be the following: name of the cooperative, initial registered office, and whether it has been modified, town, province, the voucher date of presentation, kind of cooperative, scope, initial number of partners, minimum share capital, if it is in liquidation or extinguished, and registration that has been moved. Angle in upper right of the page there will be two boxes, which, respectively, is inserted the key and number of registration of the cooperative and, where appropriate, the key and number that was registered in the former. These circumstances shall be listed as fixed in the upper part of the registry sheet.
The rest of the registration sheet will contain a margin without scratching for insert into the corresponding marginal notes and three vertical lines forming columns striped horizontally, to consign including the date, voucher number, and extension of the same.
In place respective will print the following words: «Marginal notes», «Date», «Number of seats» and «Registration records».
All pages numbered consecutively lead seal of the register.
4. the book of registration of cooperative associations. The registration of cooperatives societies be practiced by the Central section of the cooperative registration in a separate book subject to the formalities laid down for the book of registration of associations cooperatives, with the following caveats: to) the data of «Minimum social Capital» shall be deleted.
(b) the 'class' will refer to the 'class Association'.
Article 28. Complementary and supplementary rules.
In terms of deadlines, resources, representation in the record, representation and other matters not expressly regulated by this chapter, shall apply the provisions of the law on administrative procedure, whose rules apply on a suppletive basis.
Chapter IV article 29 members. People who can be partners.
1. in the first degree cooperatives can be partners, both individuals and the legal, public or private, with the exceptions laid down in chapter XII.
Second or subsequent degree cooperatives can only be partners the sociétés coopératives, except as provided in article 30 and in number 1 of article 148.
2. no one may belong to a cooperative title businessman, contractor, capitalist or other analog, with respect to the same or partners as such.
Article 30. Working members.
1. in societies first degree cooperatives that are not, work associate or community exploitation of the Earth, and the of second or further degree statutes may provide admission of working members, natural persons, whose cooperativizada activity will consist in the provision of their personal work in the cooperative.
2 shall apply to members of labour standards laid down in this law for workers members of cooperatives of work associated with the exceptions laid down in the following issues of this article.
3. the statutes of cooperatives that provide for the admission of working members, must lay down the criteria that ensure, in accordance with the principles underlying the cooperative society, weighted and equitable participation of these partners in the economic rights and obligations.
In any case, losses determined according to the activity of cooperativizada, for the provision of work, developed by the working members, shall be charged to the Reserve Fund and, in his absence, members users, to the extent necessary to ensure the working members a minimum compensation equal to 70 per 100 of the remuneration paid in the area for equal work and , in any case, not less than the amount of the national minimum wage.
4. the work partners, whether or not at the same time partners users, not may integrate the governing body in more than half of which are the same.
5. If the statutes provide for a trial period to work partners, this will not proceed if the new partner take on the cooperative, as self-employed, time which corresponds to the trial period. If appropriate the trial period and the relationship be resolved by unilateral decision of any of the parties, the legal employment relationship under existing conditions means renewed at the beginning of the trial period.
Article 31. Acquisition of membership.
1. the statutes shall establish the requirements for the acquisition of the status of partner, which in any case may be associated with political, Union, religious, grounds of nationality, sex, race or marital status, except that they were incompatible with the purpose.
In any case, to acquire membership it will be necessary to pay the amount specified in the statutes of the minimum compulsory contribution to membership and sign the rest of this mandatory contribution, in accordance with paragraph 2 of article 73.
2. the application shall be formulated in writing to the governing body that must be solved in period not exceeding sixty days, counted from the receipt of that. The agreement of the governing body unfavorable to the admission will be motivated. Within this period shall be denied admission.
Denied admission, may be made by the applicant before the resources Committee or, failing that, before the General Assembly, within twenty days from the notification of the agreement of the Governing Council or the termination of the period which it had to resolve. The resource should be corrected by the resources Committee within the period of one month or, where appropriate, by the General Assembly at the first meeting to be held by secret ballot. In both cases it is mandatory to the pre-trial hearing of the interested party.
3. If the statutes as foreseen, the admission agreement may be challenged before the Committee on resources or, failing that, to the first General Assembly which is held, at the request of the number of members specified in the statutes, which also establish the period of challenge, which may not be later than ten days from the publication of the admission agreement. The acquisition of membership will be suspended until expiry of the deadline to challenge the admission and, if this were contested, until it meets the Committee of resources or, where appropriate, the General Assembly. The resources Committee must resolve within thirty days and the General Assembly at the first meeting held, by secret ballot. In both cases the after hearing the person concerned is mandatory.
Article 32. Opt-out.
1. the partner take low voluntarily in the cooperative at any time, by notice in writing to the Executive Council. The period of notice, which shall lay down the statutes, shall not exceed three months.
Failure to comply with the period of notice will result in the appropriate compensation for damages.
For the purposes specified in article 80, means produced downward at the end of the period of notice.
2. the statutes may require the commitment of not to unsubscribe voluntarily, without just cause it's justified, until the end of the fiscal year in which will cause low qualifying partner or has elapsed, since her admission, the time specified in the statutes, which shall not exceed five years.
If as expected the statutes, non-compliance by the partner of the commitment referred to in the preceding paragraph, authorizes the cooperative to require the partner to participate until the end of the fiscal year or the period engaged in activities and services cooperativizados in the terms that had been forced or, failing that, to demand compensation for damages and (also, authorize the cooperative to understand produced the low at the end of these periods, for the purposes specified in subparagraph (c)) of article 80.
The statutes, to the so-called breach of the commitment to the previous paragraphs of this number, refer may also establish an increase, of up to 10 per 100, of deductions on the mandatory contributions referred to in subparagraph (b)) of the mentioned article 80.
3. the partner who had expressly saved his vote or were absent, non-conforming with any agreement of the General Assembly that involves the assumption of obligations or seriously onerous burdens, not provided for in the statutes, may be low, which will be considered justified, by writing to the Governing Council within forty days of the following from the adoption of the agreement.
4. the partner, dissatisfied with the agreement of the Governing Council on the qualification and its opt-out effects, may challenge it according to the procedural rules laid down in article 52, and may also use it previously to the resources Committee or, failing that, before the General Assembly, within three months from the notification of the agreement of the Governing Council; This resource will interrupt deadlines for prescription or expiry of other actions.
Article 33. Low mandatory.
1 it must cease as a partner who loses the requirements in chapter XII of this law for membership in the cooperative of the kind that concerned or ceases to fulfil them with regard to the scope of the cooperative.
2 compulsory downward will be agreed, after hearing the interested party, by the governing body, ex officio, at the request of any partner or that lost the requirements to continue to be.
Against the agreement of the Governing Council, the dissenting partner may have recourse, being applicable to effect provisions of the numbers 2, 3 and 4 of article 38.
3. the obligatory low will be considered justified when the loss of the above requirements may not respond to a deliberate purpose of evade obligations to the cooperative or benefiting unduly low a mandatory partner.
It shall apply to compulsory downward unwarranted provisions of paragraph 2 of article 32.
Article 34. Obligations of the partners.
1. the partners are required to comply with the legal and statutory duties.
2 in particular, partners will have the following obligations: to) attend the meetings of the general Assembly and the other colleges that part.
(b) comply with the agreements validly adopted by the corporate bodies of the cooperative, without prejudice to the provisions in point 3 of article 32.
(c) participate in cooperativizadas activities developed by the cooperative for the fulfillment of its social purpose, the mandatory minimum amount established in their statutes. The Governing Council, where there is just cause, may release this obligation partner, to the extent that is appropriate, according to the circumstances that are.
(d) keep secret about those matters and details of the Cooperativa whose disclosure might harm to the legitimate social interests.
(e) make competitive activities with business activities that develop the cooperative, except for express clearance of the Executive Council.
(f) to accept the charges for those who are elected, except for just cause of excuse.
(g) carry out the disbursement of their contributions to social capital in the form and deadlines.
(h) participate in training activities.
Article 35. Rights of members.
1 members have right to: to) be voter and eligible for the positions of corporate bodies.
(b) make proposals and participate with voice and vote in the adoption of agreements by the General Assembly and other social bodies which form part.
(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 discrimination.
(e) receive interests for their contributions to the share capital, if the provision of the statutes.
(f) to the cooperative return.
(g) to update and return of contributions to capital.
(h) to others arising from legal regulations and the statutes of the society.
2. the rights shall be exercised in accordance with legal and statutory rules and decisions validly adopted by the corporate bodies of the cooperative.
Article 36. Right to information.
1. each partner may exercise the right to information in the terms provided for in this law, the statutes or agreements of the General Assembly.
2 is the responsibility of the Governing Council which each partner receives a copy of the statutes of the cooperative and, if it did exist, the regulation of internal regime, and the modifications that are go introduced in them.
3. every Member has free access to the books of registration of members of the co-op, as well as the book of minutes of the General Assembly, and, if requested, the governing body should provide certified copy of the resolutions adopted at general meetings.
Furthermore, the governing body must provide the Member who requests it certified copy of acts of the Council which affect the social, individual or particularly.
4. every Member is entitled to that, upon request of the governing body, be shown and clarify, within a period not exceeding one month, the State of its economic situation with regard to the cooperative.
5. when the General Assembly, in accordance with the order of the day, there is deliberate and make agreement on the accounts of the financial period, shall be jobs manifesto, at the registered office of the cooperative, from the day of the publication of the call until the holding of the Assembly, the documents referred to in paragraph 2 of article 82 as well as the report of the external auditors. During this time, members may examine the aforementioned documentation and request, in writing, to the Executive Council the explanations or clarifications that they deem convenient that they are answered in the Assembly Act; the application shall be submitted, at least five business days in advance of the Assembly.
When any other matters of an economic nature be included in the agenda, shall apply the provisions of the preceding paragraph, while referring to the basic documentation that reflects the economic issue for discussion by the Assembly, and without having the report of the external auditors.
6. every Member may request, in writing, to the Executive Council clarifications and reports it deems necessary on any aspect of the progress of the cooperative, which must be answered by the Executive Council in the first General Assembly which is held after eight days from the presentation of the brief.
7. when 10 per 100 members of the cooperative, or a hundred partners, if it has more than a thousand request in writing to the Executive Council the information they consider necessary, the generator must provide it, also in writing in a period not exceeding one month.
8. in the case of the former numbers 5, 6 and 7, the Governing Council may deny the requested information when providing it put at serious risk the legitimate interests of the cooperative. However, this exception will not proceed when information be provided in the Act of the Assembly and is supporting the request for information for more than half of the votes present and represented and, in other cases, when the resources Committee thus agreed or, in their absence, the General Assembly as a result of the appeal lodged by applicants information partners.
In any case, the refusal of the Governing Council to provide the requested information may be challenged by applicants of the same by the procedure referred to in article 52, who, in addition, with respect to the assumptions of the numbers 2, 3 and 4 of this article, may go to the procedure laid down in article 2.166 of the Civil procedure law.
9. without prejudice to the rights of the partners, regulated in the previous issues, the statutes and the General Assembly can create and regulate the existence of committees with the function of acting as a runway and instrument that facilitates the best possible information on the progress of the cooperative partners.
Article 37. Rules of social discipline.
1. the statutes shall provide for standards of social discipline. Members may only be sanctioned by the previously common failures. Severe and very severe failures should be common in the statutes and the minor may also be in the rules of procedure or by agreement of the General Assembly. The sanctions that may be imposed partners by each kind of faults shall be laid down in the statutes and may be economic, social rights or expulsion suspension.
2. breaches committed by partners will be prescribed if they are mild per month; If they are serious, two months, and if they are very serious, at three months. Deadlines will begin to compute the date in which the governing body had knowledge of his Commission and, in any case, six months have been committed. The prescription of the faults will be interrupted by the initiation of disciplinary proceedings, but only in the case that the next resolution and was notified within the period of three months from their initiation.
3 the statutes established disciplinary procedures and resources which may be applicable, respecting the following rules: a) the sanctioning power is delegated competence of the Governing Council, notwithstanding that statutes may establish the existence of a Commission, regulated bylaws, whose report, although never with binding character, is mandatory so resolve the Governing Council.
(b) in all cases the pre-trial hearing of interested parties is mandatory.
(c) in the case of sanction for non-severe or very severe shall apply the provisions of paragraph 2 of article 38, without prejudice to the Executive nature of the agreement of the Governing Council. The agreement of sanction or, where appropriate, the ratification of the same may be challenged in within two months from its notification by the procedural channel referred to in article 52.
(4. the sanction of suspending the partner in their rights only may be provided for in the statutes for the so-called in that partner is bare of its financial obligations or do not participate in the activities cooperativizadas in the terms established in the statutes, in accordance with the number 2, c), of article 34 of this law.
The suspension of rights to the partner, which will end at the time that normalize their situation, may not reach the right to information, or the of earn the return or interest for their contributions to social capital, or to update them.
Article 38. Expulsion.
1. the expulsion of members may only agree it the governing body, by very serious offence typified in the statutes, through record instructed for that purpose and with the interested audience.
However provisions of paragraph 2 of article 37, when the cause of expulsion is finding the partner unveiled their economic obligations, can remember his expulsion either that the time, unless the partner has regularized his situation.
2. against expulsion agreement partner may have recourse, within thirty days from notification of the same, before the Committee on resources or, failing that, to the General Assembly.
The appeal before the General Assembly should include as the first item on the agenda of the first which is held and shall be resolved by secret ballot, after hearing the interested party.
The resource to the resources Committee must be solved, hearing of the person concerned, within a maximum period of three months from the date of its presentation. Within this period without having been resolved and reported, means that the resource has been estimated.
3. the agreement of expulsion will be executive since ratification of the resources Committee or, in absence thereof, of the General Assembly, shall be notified or expiry of the term for appeal to the same.
4. the agreement of expulsion may be contested, within the period of two months since it acquired Executive character, the procedural course referred to in article 52.
Chapter V of article 39 partners. People who may be associated. Admission and low.
1. the statutes may provide for the existence of partners in the cooperative.
They can be associated both physical persons and the legal entities, public or private.
Simultaneously, one person not be able to in the same cooperative partner and associate status.
2. the application for admission as an associate shall be formulated, in writing, to the Executive Council, which will resolve without further appeal, except that the applicant would have been low as a partner in the cooperative for cause, in which case may bring the agreement of the Governing Council, denegatorio of admission, within twenty days from the notification, before the Committee on resources or , in their absence, to the first General Assembly which is held, at its discretion, which resolved without further recourse.
3. the partner take low voluntarily in the cooperative at any time, by means of communication, in writing, to the Executive Council. However, the statutes may require the commitment of the partner not to unsubscribe in the cooperative has elapsed, since its admission as an associate, the time specified in the statutes, which shall not exceed five years.
Cooperatives, as long as they have supported partners, can not delete this figure, or through modification of statutes.
4. the cooperative may expel members for the very serious faults classified articles of Association, in which case the expulsion of partners will adjust in its processing as provided in article 38 for members.
Article 40. Rules on economic regime.
1. to acquire the status of associate, you will need to pay the minimum contribution to the share capital specified in the statutes or, in their absence, the General Assembly.
2. the contributions of partners to social capital, which will be credited through personal and special titles shall reflect accounted for in separate accounts of the contributions of the partners.
3. members are not obliged to make new mandatory contributions to social capital.
The General Assembly may authorize members to make voluntary contributions to the share capital.
In any case, the sum of the contributions of the partners may not exceed 33 per 100 of the contributions of all of the partners to social capital, computed at the time that the associated disburse the contribution.
Partners will not respond personally social debts. The rules laid down in number 4 of article 73 shall apply to partners.
4. the contributions of the partners will be susceptible to update under the same conditions as those laid down for the members.
5 contributions to the share capital of partners can only be transmitted: to) for acts "inter vivos": between the partners, if the statutes, does not oppose expressly and partners, if authorized by the governing body.
(b) by succession "mortis causa", if the beneficiaries are associates or partners, or acquire such status in the period of six months from the acceptance of the inheritance.
Contributions from partners transmitted to the partners, acts "inter vivos" or "mortis causa", will have the nature of voluntary contributions of the partner and will be subject to the conditions laid down by the General Assembly for the latest issue of voluntary contributions from members, agreed prior to transmission.
6 partners in any event entitled to return, nor may develop cooperativizadas activities.
7. for their contributions to the share capital, partners will bear the agreed interest, which may not be less than the perceived by the partners or exceed by more than five points from the basic rate of the Bank of Spain.
If the cooperative fails to pay to the partner, during two periods, interest earned on their contributions to share capital or, in your case, for amounts outstanding for the refund of contributions, partner shall be entitled to demand of the cooperative not only the payment of interests accrued and not collected, but also the immediate reinstatement of all contributions or the reimbursement of the outstanding amounts.
8 in the event of low, associate or, where appropriate, their successors in title shall be entitled to the reimbursement of their contributions to the share capital, in accordance with the following rules: a) anyone who is the cause of the low, may not be the deductions provided for in paragraph b) of article 80.
(b) the repayment period shall not exceed three years from the date of the low, or, where appropriate, the minimum term of compulsory permanence in the cooperative.
(c) amounts outstanding reimbursement will not be susceptible to update and will be entitled to receive a rate of interest equal to the basic of the Bank of Spain three points.
Article 41. Rights and duties.
1 partners have the right to participate in the General Assembly with voice and a set of vows that, added together, do not represent more than 20 per 100 of the total voting power of the existing partners in the cooperative at the time of the convening of the General Assembly.
The value of the vote of the partners will be the same for all, regardless of the amount of their contributions to the share capital. In any case, the value of the vote by the partner exceed unit.
2. Members may not be appointed members of the governing body, nor the resources Committee or auditors.
However, the statutes may provide the right to assistance from a representative of partners at the meetings of the Governing Board, with voice and no vote. The right to the attendance to the meetings of the Governing Council of representative members to the number of these reaches a certain percentage of the members of the cooperative or the contributions of all partners to reach a particular amount or a percentage of the total amount of contributions that make up social capital may be dependent. The representative will be elected from among members by these.
3. Members may exercise the right to information, under the terms provided for members in the numbers 2, 3, 4 and 5 of article 36, can statutes or the General Assembly increase the assumptions that partners may collect information on the progress of the cooperative.
The obligation of secrecy about the data that are aware of the cooperative partners will have the same scope as the established in this law and the statutes for members. Partners may not be competitive activities with business activities that develop the cooperative, except for express clearance of the Executive Council.
Chapter VI of the organs of society first section. Of the Assembly General article 42. Composition and nature.
1. the General Assembly of the cooperative, constituted validly, is the meeting of partners and, where appropriate, partners to deliberate and take agreements, as the Supreme expression of the will of the social body.
2. the agreements of the General Assembly, adopted in accordance with the laws and the articles of Association, is obligated to all partners and Associates, even dissidents and those who have not participated in the meeting.
3. General meetings can be ordinary and extraordinary.
The ordinary General Assembly is main to examine social management, approve, if appropriate, the annual accounts, resolve on the allocation of the surplus or, where appropriate, of the losses and establish the cooperative's general policy. On the agenda of the ordinary Assembly, in addition to the main object of the same issues, any other of the cooperative may include also.
All other assemblies are extraordinary.
Article 43. Competition.
1. all matters of the cooperative, even if they are within the competence of other corporate bodies, may be subject to discussion and agreement of the General Assembly.
2 in any case, the agreement of the General Assembly, under penalty of nullity, to the following acts shall be mandatory: to) appointment and revocation and of the members of the Governing Council and the Committee on resources and the external auditors and liquidators.
(b) examination of the social management, approval of the annual accounts and the distribution of surplus or allegations of losses.
(c) establishment of new mandatory contributions and contributions update.
(d) issuance of obligations.
(e) modification of the bylaws.
(f) merger, split and dissolution of the company.
(g) disposal or transfer of the company for any title, or any part of it, involving substantial changes in the economic, organizational and functional structure of the cooperative.
(h) creation of a cooperative of second or subsequent degree or a consortium, or accession thereto.
(i) approval or amendment of the internal regulations of the cooperative.
3 also will be required the agreement of the General Assembly to establish the general policy of the cooperative, as well as for all acts in which thus establish a legal or statutory rule.
4. the competence of the General Assembly on the acts in which your agreement is mandatory under law is non-delegable.
Article 44. Call.
1. the ordinary General Assembly shall be convened by the Governing Board within six months following the date of the closing of the financial year.
If this period elapses without having the call place, auditors should encourage them from the governing body, and if this not convened within fifteen days of the receipt of the request, shall request the district judge of the registered office of the cooperative, which will order the call.
In addition and without prejudice to the provisions of the preceding paragraph, after the legal deadline without having done the convocation of the ordinary meeting, any partner or associate may request the concerned judicial authorities to order the call. In any case, the judicial authority shall only process the first applications of call made.
The legal deadline for convening the ordinary General Assembly may be extended by the authority which depends on the registry in which the cooperative, at the reasoned request of the governing body or the external auditors is registered.
2. the extraordinary General Assembly shall be convened on the initiative of the Governing Board, at the request of a number of partners representing 10 per 100 of the total of the votes and, if as expected the by-laws, at the request of the Auditors.
At the request of Assembly will accompany the agenda thereof. If the requirement of call was not attended by the Executive Council within a period of thirty days, applicants may call district judge of the registered office of the cooperative ordered the call.
3. the judicial authority ordering the convocation of the Assembly, in the cases referred to in the previous issues, appoint the partner who shall preside over it.
Article 45. Form of the call.
1. the Assembly will always be convened through public announcement at the registered office of the cooperative and in each of the centers that develop their activities and also in the form which have statutes. When the cooperative has more than 500 members, the call will also be in one of the newspapers with the largest circulation in the province of the registered office.
The publication or notification of the call must be performed with a minimum advance of ten days to the expected date for your celebration, and this may not be back in two months of the call for proposals.
2 call for proposals indicate, at least, the date, if it is in first or second call, the time and place of the meeting, and be expressed with clarity and precision issues that make up the order of the day.
3. the statutes must point the time interval that must mediate between the first and the second call.
4. the order of the day will be fixed by the governing body, but shall include the topics proposed, in writing to the Governing Board, the Auditors or by a number of members that represent 100 5 or reach the figure of 200. Proposals may be submitted at any time, but only will be included in the first Assembly which is held, those presented before the end of the fourth day after the publication of the call for the same. The governing body, if any, should make public the new order of the day, with a minimum advance of four days of the conclusion of the Assembly, in the form established for the call.
5. the assemblies that do not have universal character, will be held in the town where the registered office is situated or in which it is expressly stated in the statutes.
6 need not be the call, provided that all members of the cooperative are present and accepted unanimously the Assembly and Affairs to treat it. In any case all members will sign the minutes this celebration you remember of the Assembly.
Article 46. Functioning of the Assembly.
1. the General Assembly shall be validly constituted, at first call, when they are present or represented more than half of social votes and, in second call, when they are at least 10 per 100 social votes or 100 social votes. If the cooperative partners, will not be quorate General Assembly when members present and represented votes total is less than the partners.
They have the right to attend the Assembly members and members of the cooperative who are at the date of the announcement of the call, and in the holding of the Assembly continue to be and are not suspended from such right.
It will be up to the President of the cooperative or who do their times, assisted by the Secretary of the Governing Board, perform the computation of partners and partners present or represented at the General Assembly and the Declaration, if necessary, that the same is constituted.
2. the General Assembly shall be chaired by the President and, in his absence, by the Vice-President of the Executive Council and, in the absence of both, by which the General Assembly choose. Act of Secretary which is the Advisory Board or his substitute it bylaws and, in their absence, which choose the Assembly.
When the agenda include matters that directly affect those who, according to the provisions of the preceding paragraph, they should act as President or Secretary of the Assembly, is appointed who should carry out such functions.
However, the statutes may provide that, before entering into the agenda of the Assembly, this choose, from among the members present, members of the table of the Assembly, which shall be composed of a President, a Secretary and an Assistant Secretary, that will be it Assembly.
In any case, corresponds to the President of the Assembly the proceedings, maintain order in the development of the Assembly and ensure the completion of the formalities required by the law.
3. the voting shall be secret when they have designed the election or revocation of the members of corporate bodies or the agreement to exercise the action of liability against the members of corporate bodies, as well as to compromise or give up the exercise of the action. Be adopted, also by secret ballot, the agreement on any item on the agenda of the day, when a 10 requested by 100 of the votes present and represented.
4 agreements on matters not contained in the order of the day, will be void unless the convene a new General Assembly, than to censorship by members of the cooperative or external person accounts and extend the session of the General Assembly, as well as those cases provided for in this Act.
5. the statutes, for when the choice of social charges, is included in the agenda may set the time during which the partners and Associates can cast a ballot. In this case will be a polling station, who at all times must be integrated, at least by one of the members of the governing body or, where appropriate, the table of the Assembly, more a partner from among the several that have chosen the General Assembly to the effect. The Assembly shall not be considered completed until is carried out the poll and counting of the votes.
6. If the provision statutes or the General Assembly agrees to it, may also attend the General Assembly with voice and without vote, if the Governing Council convenes them, persons not being members, their presence be of interest for the proper functioning of the cooperative, except that oppose their presence half of the votes in the Assembly. If in the agenda was the election of social charges, while this takes place, only may be present in the Assembly members and partners, without prejudice to the provisions of article 152.
Article 47. Right to vote.
1. in cooperatives, each Member shall have one vote.
2. However, in second or further degree, cooperatives if the provide for the by-laws, the vote of the partners may be proportional to their participation in the cooperativizada activity of the company and/or the number of members constituting the associated cooperative, in whose course the statutes shall be established clearly the criteria of proportionality of the vote. In any case, the number of votes by partner may not exceed a third of the total votes, unless society is integrated only by three partners, in which case the limit will rise to 40 per 100 and if integrate it two partners only, the agreements shall be taken unanimously by vote of members.
3. in no case can there be vote casting or quality.
4. the statutes will establish assumptions that it should abstain from voting partner or associate in conflict by reason of the subject object of the agreement.
Article 48. Vote by representative.
1. at first degree cooperatives, the voting rights of members who are natural persons, may exercise in the General Assembly by another partner, which may not represent more than two. It is not lawful representation granted to a legal person or the granted to the individual that has been designated as his representative to the Assembly in question.
In cooperatives of consumers and users, of housing, land and sea, the statutes may provide that partner is represented in the Assembly by his spouse, ascendant or descendant, having full capacity to act.
2. in any case, the delegation of vote must be by written autograph by affidavit or by appearance before the Secretary of the cooperative or legitimizing the signing the letter of delegation to any competent authority or any other reliably. The delegation of vote may only be to a specific Assembly.
The Auditors shall decide on the suitability of the document accrediting the representation, unless the statutes attributed this function to a Special Committee.
3. the legal representation, for the purpose of attending the General Assembly of legal persons and of minors or the disabled, shall be subject to the right to common or special rules that may apply.
Article 49. Adoption of agreements.
1 except in the cases referred to in this law, the General Assembly will adopt agreements for more than half of the votes validly expressed, not being eligible for these purposes blank votes or abstentions.
2. the majority of two-thirds of the votes present and represented, to adopt modification of statutes, merger, split and dissolution agreements, as well as in other cases in which the present law shall be required. Will also be necessary that two thirds majority, unless the statutes establish that it is enough for more than half of the votes validly expressed, to require new mandatory contributions to the share capital or to set or modify the amount of entry fees or regular.
Article 50. Minutes of the Assembly.
It corresponds to the Secretary of the General Assembly the drafting of the minutes of the sitting, which shall express the place and date of the deliberations, the number of partners and partner attendees, if held in first or second call, a summary of the discussed issues, interventions which have requested be recorded in the minutes, the agreements adopted and the results of the votes.
2. the minutes of the meeting may be approved by the General Assembly itself then have held this and, failing that, there will be be, within the period of fifteen days, by the President of the General Assembly and three partners appointed in the same Assembly.
In any case, the Act will be to the corresponding journal of the Assembly General, the Secretary of the Assembly.
3. decisions adopted by the General Assembly will produce effects to them inherent from the moment in which have been taken.
4. when agreements are registered they must submit to the cooperatives registry for registration, within thirty days of the adoption of the Act, under the responsibility of the governing body.
Article 51. General Assembly of delegates.
1 when there are circumstances that hinder the simultaneous presence of all partners and associates in the General Assembly to discuss issues and adopt the corresponding agreements in a cooperative, the statutes may provide that the powers of the General Assembly are exercised by an Assembly of second degree, composed of delegates designated in preparatory meetings.
Statutes shall establish the criteria for appointment of members and, where appropriate, partners, to the preparatory meetings and the Governing Council will keep updated census of the attached to each Board.
2. the call of the General Assembly will include that of preparatory meetings and these will be held not before the days following publication of the same in the two days prior to the holding of the General Assembly.
If the governing body had prepared reports or other reports or documents for consideration by the General Assembly, will also facilitate a copy to every school board at the time of the call.
3. the School Board to be constituted in accordance with the rules laid down by the statutes or, failing that, by the General Assembly, will begin with the choice between the present partners, of the members of the Bureau of the Board, which shall be composed of a Chairman and a Deputy Clerk, that it will be the Board.
Discussed the issues that make up the order of the day, partners and Associates assigned to the Board, who shall not reserve the right to personally attend the General Assembly, will proceed, by secret ballot, the election of delegates. In this election, even if they are attached to the Board members, not will take part neither as nor as eligible voters, members of the Governing Council, the external auditors or, where appropriate, the members of the Committee on resources, since they will have the right and obligation to attend the General Assembly with voice and vote.
4 can be assigned to the respective High School Board members, present in the same elected delegates and not to play social charges.
To be proclaimed delegate will need to obtain, at least, the number of delegations of vote that established the statutes. The partner or partners who do not reach the minimum of delegations, in the very act of the School Board, may transfer the delegations of vote which had been received, each other, so that one or several complete the number of delegations of vote needed for his proclamation as delegates, or another partner that already had sufficient delegations voting for its proclamation as a delegate , if not they gave them, will be considered lost the votes which have been delegated to them.
5. However, provisions in the previous issues, if the statutes the provision or General Assembly agrees to it partners can be assigned to one or more preparatory meetings only composed of partners who will choose delegates between them.
6. the delegates, who shall be entrusted as many votes as they have been delegated to them, will not be imperative mandate.
7. the minutes, which shall be approved by the School Board at the end of the celebration of the same, will pick up the place and the date on which the Board, the number of partners and associated workers, was held if held in first or second call, interventions whose record has been requested, the name of delegates and the number of delegations of voting conferred to each. A certification of the minutes signed by the Chairman and the Secretary of the Board, be credited to the delegates to the General Assembly.
8 election as a delegate both conferred votes shall be valid only for the specific General Assembly concerned. However, cooperatives, which have more than 5,000 partners, if it expected its statutes, the election as a delegate and conferred votes shall be valid for all meetings that are held over a period of up to three years.
9. in matters not provided for in this article and in the statutes on convening and functioning of preparatory meetings, shall be respected, insofar as they are applicable, the rules on general assemblies. The statutes may provide for and regulate the existence and designation of alternates of titular delegates.
10. the existence of general assemblies by delegates not limited partner or associate information law, while in the cases that should request it or receive it in the Act of holding of the General Assembly, it will do so through the delegate who entrusted it.
Article 52. Contesting of agreements of the General Assembly.
1 may be challenged, according to the rules and within the time limits laid down in this article, the agreements of the General Assembly that are contrary to the law, who are opposed to the statutes, or injury, for the benefit of one or several 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. unlawful agreements will be null. The other agreements referred to in the previous number shall be voidable.
The sentence deemed the action of nullity or voidability of a social agreement will produce effects from all partners and Associates, but shall not affect rights acquired in good faith by third parties as a result of the contested agreement.
3 are entitled to the exercise of the actions of void or voidable agreements challenge attendees to the Assembly that had been made to place on record his opposition to the holding of the same or their vote against the adopted agreement, partners and associated absent and those who have been illegitimately deprived of casting their ballot.
For the exercise of void agreements challenge actions are legitimized, in addition, the partners and associates who had voted in favour of the agreement and those who had abstained from voting.
The members of the governing body and the external auditors are required to exercise the actions of challenge against the social agreements when they are contrary to the law or is contrary to the statutes of the cooperative.
4. the challenge of void or voidable agreements actions, expire by over a year from the date of the agreement or of its registration in the register of cooperatives, if the agreement has been signed.
5 the challenge of void or voidable agreements procedure be accommodated to the rules laid down in article 70 of the law on legal regime of the anonymous societies on July 17, 1951, with the following caveats: to) the proportion referred to in number 4 of the referred Article 70 will be replaced by 10 social votes 100 or 100 if there are more than 1,000 social votes in the cooperative.
(b) it will not apply the provisions in number 1 of article 70 referred, that the Court, whether or not unique in the population, won't until after any claim of challenge course the term of expiration of the action of impugnation of the agreements.
(c) generic remission occurring in number 12 of the mentioned article 70 to the Civil procedure law, is understood to refer, first and foremost, the trial of small claims rules.
6. the filing before the social organs of the resources referred to in this law, disrupts deadlines of prescription or expiry of actions.
Second section. Council Rector article 53. Nature and competition.
1. the Executive Council is the organ of Government, management and representation of the cooperative society, subject to law, the statutes and the general policy set by the General Assembly.
It corresponds to the Executive Council how many powers are not reserved by law or by the statutes to other social bodies, without prejudice to the provisions in number 1 of article 43.
2. the representation of the cooperative society attributed to the Executive Council in the previous number will be extended, judgment and outside it, to all matters relating to the same.
If they put limitations to the powers of the representative of the governing body, may not assert against third parties, except as provided in paragraph 2 of article 43.
Article 54. Exercise of representation.
1. the President of the Executive Council, which will also be of the cooperative, shall have legal representation of it, subject to incurring liability if their performance does not conform to the arrangements of the General Assembly and the Governing Council.
2. the Executive Council may confer powers of attorney to any person, whose representative powers shall be established in writing of power.
Article 55. Composition.
1. the statutes shall provide for the composition of the Executive Council, whose number of members shall not be less than three. In any case, there will be the positions of President, Vice-President and Secretary.
2. cooperatives, if it expected its statutes, can book jobs of members members of the Executive Council, for their designation from among groups of partners configured depending on the geographical areas to which the society extends its cooperativizada activity, or according to the activities that develops if they are distinct; in the of work associated, in function of the different professional categories of partners, and other kinds of cooperatives, depending on the nature of work partner.
Any statutes may establish reserve the posts of President, Vice-President or Secretary.
3. when the cooperative has more than 50 workers with contract for an indefinite time or when, having less, its by-laws provide, one of them will be part of the governing body as a Vocal Member, which shall be elected and may be revoked by the works Committee or, failing that, by contract workers for an indefinite time.
Mandate of the referred Member Vocal will be as laid down in the statutes for all of the members of the Executive Council.
Article 56. Choice.
1. only be appointed Councillors members of the cooperative who are natural persons and are not in any of the prohibitions of article 62. However, when the partner is a legal person, may be elected adviser the legal representative of the same or the physical person who, by any title belonging to this, is appointed for each election. The elected will act as if it were a Counsellor in his own name and hold the post during the entire period, unless you lose the condition that had in the legal person whose course shall also cease as a counselor.
2. the members of the governing body and, if any, substitutes, shall be elected by the General Assembly, by secret ballot, for the largest number of votes. The offices of President and Vice President shall be elected directly by the General Assembly, except in the case of cooperatives of second or subsequent degree or when being first graders, they endowed with more than 500 members that, if the expected its statutes, may be elected by the members of the Executive Council from among its components.
3. Notwithstanding the provisions in number 1 and 2, Member of the Executive Council Member, on behalf of the workers of the cooperative, shall have the status of worker contract indefinitely and will be chosen by those who meet such a condition.
4. the statutes may regulate the electoral process, in accordance with the provisions of this law. In any case, the nature of eligible partners may not subordinate themselves to his proclamation as candidates and, if there are candidates, must admit the individual and the collective will not have the character of closed.
5. the appointment of the directors shall take effect from the moment of its acceptance and should be submitted to registration in the register of cooperatives within the ten days following the date of that, name, surname, number of the national document of identity, address and nationality is referred. Acceptance shall be accredited pursuant to article 23.
Article 57. Duration, cessation and vacancies.
1. the members of the Executive Council shall be elected for a period, which shall lay down the statutes, between two and four years. The Council will be renewed simultaneously in all of its members, unless the statutes establish partial renovations. The directors may be reelected indefinitely, unless the by-laws state otherwise.
The members of the Governing Council will continue to hold their positions until the moment in which occurs the renewal thereof, although it completed the period for which they were elected.
2. the resignation of the directors may be accepted by the Executive Council. It may also be accepted by the General Assembly, even if the matter not on the agenda.
If the resignation originates the situation referred to in number 6 of this article, in addition to convening the General Assembly within the period referred to therein, counselors should continue in their functions until it meets and the elect to accept the charge.
3. the members of the Executive 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, prior inclusion in the agenda. If it is not on the agenda, will require a majority of two-thirds of the votes of the cooperative.
4. the termination, for whatever reason, of the members of the Executive Council, shall have effect against third parties only from the date of its registration in the register of cooperatives.
5. the vacancies that occur in the governing body will be covered in the first General Assembly which is held. Vacancy the position of President, until hold General Assembly in which you cover, its functions will 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 with regard to the offices of President and Vice President, which shall be elected directly by the General Assembly or appointed by the members of the Executive Council from among its components, in accordance with paragraph 2 of article 56.
In all cases, the designated hold the post for the time that leave to which ceased in the same.
6. If simultaneously the positions of President and Vice President become vacant or be a number of members of the Executive Council insufficient to validly constitute this, the functions of the President will be assumed by the vowel of older and advisors that would be, within fifteen days from the equivalent situation, must announce the call for General Assembly which cover up the vacant positions.
Article 58. Functioning of the governing body.
1. the by-laws or the General Assembly will regulate the inner workings of the Executive Council.
2. the meeting of the Council shall be convened by the President or that make their times, on its own initiative or at the request of any Director. If the request was not answered within the period of ten days, will be convened by who had made the request, provided that membership, at least one third of the Council is achieved for your call.
Need not be the call, when being present all Directors decide unanimously by the Council.
It may convene the meeting, without voting rights, to the Director and other technical of the cooperative and others who have an interest in the smooth running of social issues.
3. the Council shall be validly constituted when they personally attend the meeting more than half of its components. Counselors may not be represented.
4. agreements shall be adopted by more than half of the votes validly expressed, except in the cases laid down in this law. To agree on issues to be included in the agenda of the General Assembly, will be enough the favorable vote of one-third of the members that make up the Council.
Each Director shall have one vote. The vote of the Chairman will settle ties.
5. the minutes of the meeting, signed by the Chairman and the Secretary, will pick up the discussions in succinct form and the text of the agreements as well as the result of the vote.
Article 59. Retribution.
The by-laws or, in their absence, the General Assembly, may assign remuneration to members of the Governing Council who perform tasks of direct management, not may be fixed depending on the economic results of the fiscal year. In any case it will be compensated costs arising by its function.
Article 60. The Director.
1 if the statutes as foreseen, the General Assembly may agree to the existence in the cooperative of a Director, the powers that had been conferred in the writing of power.
2 corresponds to the Governing Council the appointment, recruitment and dismissal of the Director, which can be stopped at any time by agreement adopted by more than the half of votes in the Council.
The appointment and dismissal of the Director must register in the register of cooperatives which, in the view of the respective public deed, transcribe the powers conferred upon them.
3. the existence of Director in the cooperative does not change diminishes the powers and authority of the governing body, or excludes the liability of its members against the cooperative, face members and partners and third parties.
The powers conferred to the Director only can reach the regular business traffic and under no circumstances may be granted the from: to) fix general guidelines for action in the management of the cooperative, subject to the general policy established by the General Assembly.
(b) the permanent and direct control of business management.
(c) submit to the General Assembly accountability, the proposal of charging and allocation of results and the explanatory memorandum of the management of the financial year.
(d) request the suspension of payments or bankruptcy.
4. the Director, who shall perform their duties with the diligence of an orderly Manager and a loyal representative, will respond to the cooperative for any loss caused to the interests of the same by having proceeded with fraud, negligence, excessive in its powers or breach of orders and instructions had been received from the Executive Council. Also liable Director personally, against partners and third parties, for acts which directly injured interests into account.
Shall apply to the actions of liability against the Director provisions of article 65, while with regard to the provisions in number 1 of the same may also be exercised by agreement of the Governing Council.
Article 61. Commissions, committees or councils.
The statutes and the General Assembly may create commissions, committees or councils with interpretative, proposals, initiatives and suggestions of survey research study and functions similar.
The full name of these participatory and intermediate bodies, must not lead to confusion with the organs of the cooperative and in any case its discretion may be binding for them, notwithstanding that his report can be established as mandatory.
Article 62. Disabilities and incompatibilities.
1 may not be members of the Executive Council or directors: to) the officials and other persons in the service of public administrations with functions in charge related to the activities of the cooperative in question, unless they are representing, precisely, of the public entity in which they provide their services.
(b) those who perform or engaged by or self-employed activities competitive or complementary to the cooperative, unless they have been approved by the General Assembly in each case.
(c) the child, except as provided in point 3 of article 147.
(d) the broken and processed not rehabilitated, legally disabled persons, those convicted to sentences that carry annexed the disqualification for the exercise of public office as long as it lasts condemns it. Also reach this prohibition to those who by reason of his office may not exercise lucrative economic activities, except for the position of Member of the Executive Council if this is not paid.
2 they are incompatible between Yes, the positions of members of the Governing Board and Director, as well as with relatives of the same to the second degree of consanguinity or affinity.
3 office, interchangeably, Member of the governing body or Director, not may work simultaneously in more than three cooperative societies.
4. the counselor or principal that is in any of the prohibitions of this article, shall be immediately removed at the request of any Member, without prejudice to any liability that may be incurred by its unfair conduct. In cases of incompatibility between charges, the affected must opt for one of them in the period of five days since the election for the second position, and if it does not make it, the second designation is void.
Article 63. Conflict of interest with the cooperative.
1 will need prior authorization from the General Assembly, when the cooperative would be bound with any member of the Governing Council and Auditors or the Director or one of his relatives up to the second degree of consanguinity or affinity. It will also be required the authorization of the Assembly so that, with cargo to the cooperative and persons before mentioned, operations are carried out from assumption of debts, provision of guarantees, warranties, guarantees, loans and any other similar purpose.
This authorization shall not be required in the case of relations with the cooperative, own partner or employee of the same condition, if you were Member of the Executive Council member on behalf of the workers.
People that if the situation of conflict of interest with the cooperative, will not take part in the vote in the General Assembly.
2. the acts, contracts and transactions referred to in the previous number, made without the mentioned authorization of the Assembly, are null void, although they will be the rights acquired by third parties in good faith, and will result in the automatic removal of the counselor or principal, which will be personally liable for damages arising for the cooperative.
Article 64. Liability of the members of the Executive Council.
1. the members of the governing body serve with diligence a tidy administrator and a loyal representative.
They must keep secret data which are confidential, even after they cease to hold office.
2 they will respond jointly and severally against the cooperative, against members and associates and the creditors of the damage caused by fraud, abuse of authority or negligence. Shall be exempt from responsibility the directors who had expressly saved your vote on the agreements which have caused damage.
3. the adoption, by the General Assembly, of the balance sheet, profit and loss account, the proposal on distribution of the results of the financial year and the explanatory memorandum, does not mean the release of the members of the Governing Council of the liability that could be incurred.
Article 65. Liability actions.
1. the action of liability against the members of the Executive Council may be exercised by society, prior agreement of the General Assembly, for more than half of the validly expressed votes, which can be adopted but not put on the agenda.
At any time the General Assembly, by resolution adopted by a majority of two-thirds of the votes present and represented, you can compromise or renounce the exercise of the action.
After three months from the date on which the Assembly adopted the agreement to promote the action of liability against the members of the Governing Council, without which society would have filed it, may exercise it any partner, in the name and on behalf of the society.
The agreement of the General Assembly to promote the action of responsibility involves the removal of automatic members of the governing body concerned and, in the same session of the Assembly, but not put on the agenda, will proceed to the election of new members of the Executive Council, which will have a provisional character and shall, within fifteen days from the equivalent situation publish the call for new General Assembly, in which the definitive Executive Council members will be elected.
They may also exercise this action, in order to rebuild the company's assets, the creditors of the society, within four months after the production of the facts that originated the responsibility unless such action would have been exercised by the society or by the partners.
The action of liability against the members of the Governing Council barred three years produce the acts that caused such liability, unless you are unfamiliar with or have been hidden, in which case barred six years from its Commission.
2. irrespective of the provisions in the previous issue, any partner, associate or third, may exercise the actions for compensation which can incur damages suffered directly in their heritage by the acts of the members of the Executive Council. The deadline to bring the corresponding action is anticipated in the previous issue if claimant is a partner, and established in the 1968 article of the Civil Code if it is a third party.
Article 66. Challenge of the agreements of the Executive Council.
1 may be challenged according to standards and within the deadlines set in this article the agreements of the Executive Council that are contrary to the law, who are opposed to the statutes, or injury, 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 decisions adopted by the Governing Council.
2. unlawful agreements will be null. The other agreements referred to in the previous number shall be voidable.
The sentence deemed the action of nullity or voidability of a social agreement will produce effects from all partners and Associates, but shall not affect rights acquired in good faith by third parties as a result of the contested agreement.
3 are entitled to the exercise of the actions of contesting voidable agreements, attendees to the meeting of the Council that would have made to place on record his vote against the adopted agreement, the absent and those who have been unlawfully deprived of their vote, as well as auditors and 5 by 100 members.
All members, including members of the Executive Council who had voted in favor of the agreement and those who had abstained from voting are entitled to the exercise of the actions of contesting of agreements null.
4. the challenge of void or voidable agreements actions, expire by over two months since they have knowledge of the agreement and provided that not a year has elapsed since their adoption.
5. actions of challenge it will exercise by the procedure referred to in article 52.
Third section. The Auditors article 67. Appointment and functions.
1. the statutes shall lay down the number of titular Auditors, between one and three, being able to establish the existence and the number of alternates.
The period of performance of the external auditors, which shall lay down the statutes, may not be less than one year nor more than three, and may be re-elected indefinitely.
2. only can be chosen Auditors the members of the cooperative who are natural persons and are not in any of the prohibitions of article 62.Cuando the partner is legal person shall apply the provisions in number 1 of article 56.
3. the titular Auditors and, if any, substitutes, shall be elected by the General Assembly, by secret ballot, for the largest number of votes.
4. the exercise of the office of Auditor may give rise to financial compensation under the terms established for the members of the Governing Council in article 59.
5 shall apply to the Auditors in the numbers 4 and 5, article 56, on electoral process and appointment, and paragraph two of the number 1, paragraph one of the number 2 and number 3 of article 57 on the duration of its mandate and its cessation, as well as the provisions of articles 64 and 65, although the responsibility of the external auditors will not have character of solidarity. It will also be applicable to auditors provisions in paragraphs 1, 3 and 4 of article 62. The post of financial controller is incompatible with the Director or member of the Executive Council, and the kinship of the same to the second degree of consanguinity or affinity.
6. the external auditors, as organs of the cooperative control, have as functions, in addition to those expressly entrusted this law, censorship of the annual accounts, and may the statutes assign other functions that are not expressly assigned to other social bodies, do not hinder or obstruct the business of the cooperative and are of a supervisory nature.
Article 68. Report on the annual accounts.
1. the annual accounts consist of the balance sheet, the account of profit and loss and the explanatory memorandum, before being submitted for approval to the General Assembly, should be censured by the auditor or auditors.
2 Auditors will have a month since les are the annual accounts submitted by the Governing Board, to formulate his report in writing, suggesting its approval or formulating reservations choosing. If as a result of the report, the Governing Council is forced to modify or alter the annual accounts, auditors should expand its report on the changes.
3. the Auditors have the right to consult and check, at any time, all the documentation of the cooperative and proceed to the checks that they consider necessary, and can withhold particularly to other partners or members or to third parties the results of their investigations.
4. the external auditors may issue report separately, in case of disagreement.
5. the report of the external auditors will be collected in the book of reports of censorship of accounts.
6. approval of the annual accounts by the general Assembly without the prior report of the Auditors shall be reviewable by any partner or associate, who can urge its invalidity on time and by the procedure laid down in article 52.
Article 69. External audit.
1. when the law or the statutes establish it or agreed by the general Assembly, the annual accounts must be verified by natural or legal persons other than the cooperative; individuals must be expert graduates and the legal have individuals who meet designated requirement and perform this check at your service.
External audit service may be made by co-operatives of second or subsequent degree or by associations of cooperatives which belong to the cooperative, or other first degree cooperatives which are beyond the verified, provided that individuals who perform it fulfilled the conditions required in the preceding paragraph.
2. in no case may be carried out the verification of the accounts by person who play or have played in the past four years jobs management or advice or confidence in the cooperative functions. You can either be performed who form or has formed part of the it staff in the same period of time or for people who are falling in any of the prohibitions established by this law for Auditors.
3. the reviewers of accounts, natural or legal persons who must exercise the verification of the annual accounts, shall be appointed by the general Assembly.
When the appointment by the general Assembly have not been promptly or appointed persons cannot comply with their functions, the Executive Council, the external auditors or any partner may request the district judge of the registered office of the cooperative the designation of who should carry out the verification of the annual accounts.
4 reviewers of accounts shall provide, at least, a period of one month, from the annual accounts were delivered to them by the Governing Board, to formulate his report, which will contain, at least, the following endorsements: a) if legal and statutory standards were respected in drawing up the annual accounts.
(b) observations on the facts which, in his case, have checked and who represent a danger to the financial situation of the cooperative.
(c) certification that accounting of the annual accounts is correct or, where appropriate, the reasons for which have entered reservations or refuse to grant the certification.
5. the report of the external audit shall be collected in the book of reports of censorship of accounts.
6 when the cooperative, pursuant to number 1 of this article, is obliged to submit the annual accounts to external audit, approval thereof by the general Assembly without the prior report of the reviewers will be challengeable by the procedural channels provided for in article 52, notwithstanding the order of the district judge , it will order the implementation of the external audit and, where appropriate, shall appoint the person who has made it, at the expense of the cooperative.
7. in financial periods in which, by legal or statutory provision, annual accounts have been subject to external audit, however established under paragraph 6 of article 68, it is not necessary, for approval by the general Assembly, the annual report of the Auditors of the cooperative, unless the statutes establish it.
If the external audit is performed as a result of the agreement of the general Assembly, this that will determine the need or not of the report of the external auditors.
8. the annual accounts also must undergo external audit when they so request, in writing, to the Executive Council, 15 per 100 members of the cooperative. In this case, the external audit costs shall be borne by applicants, except where to be vices or essential in proven accounting irregularities.
Applicants shall be responsible appointment of reviewers, without prejudice that the report of these must also be known by the Governing Council, the external auditors and by the general Assembly.
Fourth section. Article 70 resources Committee. Functions and composition.
1. first degree cooperatives, if it expected its statutes shall constitute the resources Committee, which will processed and resolved appeals against the sanctions to the partners or associates, agreed by the Executive Council, and other resources that this Act or the by-laws so provides it.
2. the composition of the Committee shall be fixed in the statutes and shall consist, at least three members.
Members shall be elected from among the partners, by the general Assembly by secret ballot. The duration of his term of office will be two years, and may be re-elected. Shall apply the provisions of the second paragraph of number 1 of article 57, over the duration of the mandate until its renovation.
The members of the resources Committee will choose from among them a President and a Secretary.
The office of Member of the Committee is incompatible with any other charges of choice in the cooperative or the employment relationship with it.
3. the resources Committee deliberates validly with the assistance of half plus one of its components.
The agreements of the Committee shall be adopted by simple majority of members attending, not being possible the delegation of vote. The vote of the Chairman will settle ties.
Not may take part in the processing and resolution of resource members who have, with respect to the partner or, where appropriate, to the concerned partner, relationship of consanguinity or affinity within the second degree, or service relationship.
The minutes of the meeting of the Committee, signed by the Secretary and the President will pick up the text of the agreements.
Resources Committee agreements will be immediately final and Executive as an expression of the social will and may be used, as if they had been dictated by the general Assembly, in accordance with article 52.
Chapter VII of the economic regime article 71. Liability.
The partners will not respond personally of the social debt, unless otherwise specified in the statutes, in which case shall determine the extent of the liability.
However, in any case, causing low in the cooperative partner be liable personally for social debts, prior exclusion of social credit, for five years from the loss of his partner, for obligations incurred by the cooperative prior to its low, until the refunded amount of their contributions to the share capital.
Article 72. Social capital.
1. the share capital shall consist of mandatory and voluntary contributions of partners and, where appropriate, partners.
The statutes shall determine the minimum social capital that can be set up and operated cooperative, and must be fully paid up.
To determine the number of paid-in capital will subtract, if any, deductions made about contributions in satisfaction of the losses attributed to the partners.
If the cooperative announces to the public its share capital figure, you must refer to specific date and expressing the price paid.
2. contributions shall be credited by nominative titles that in no case shall be regarded as securities values. You can also register through nominal participation books that reflect, if necessary, updates the contributions and deductions in satisfaction of the losses attributed to the partner.
3. contributions will be made in national currency.
However, if as expected the statutes or the Assembly decided it general, may also consist in property and rights.
If the contribution consisted of goods, furniture or real estate or rights assimilated to them, the contributor will be bound to the delivery and sanitation of the thing subject to the contribution, in the terms established in the Civil Code to the contract of sale and point the rules of the code of Commerce on this same agreement shall apply to transmission risks.
If the contributions consist of a right of credit, it will respond of the legitimacy of this and the solvency of the debtor.
If you provide a company or establishment, the contributor will be obliged to the renovation of a whole, if Vice or the eviction effect to all or any of the essential elements for its normal operation. It will be also individual sanitation of those elements of the given company that are important for its heritage value.
Valuation of non-monetary contributions will be conducted by the governing body, report of one or more independent experts, under its responsibility, on its characteristics, value and criteria used to get it. However, if statutes to establish it, the assessment carried out by the governing body must be approved by the general Assembly.
The non-monetary contributions referred to in the preceding paragraphs do not produce assignment or transfer or even to the effects of the law on urban and rural leases, but that the cooperative society is continuation in the ownership of the property or right. The same means with respect to trade names, trademarks, patents and any other titles and rights which constitute contributions to the share capital.
4. the total amount of the contributions of each partner, in first degree cooperatives, can not exceed the 25 per 100 of social capital.
Article 73. Mandatory contributions.
1. the amount of the mandatory contributions will be the same for each partner, unless the statutes establish that the amount of contributions is proportional to the commitment or potential use that each partner assumes the cooperativizados services.
2. the statutes shall lay down the minimum compulsory contribution to be partner. 25 per 100, at least, shall disburse to purchase membership, and the rest in the form and time limits laid down by the statutes or by the general Assembly.
3. the general Assembly, by the majority established in accordance with the provisions in paragraph 2 of article 49, may agree the demand of new mandatory contributions, fixing the quantity, period and conditions of disbursement. The partner who had disbursed voluntary contributions may apply them in whole or in part to cover the new mandatory contributions agreed by the general Assembly.
4. the partner who does not disburse the contributions within the prescribed will incur in arrears by the only expiration of the term and shall pay to the cooperative legal interest and compensate it for damages caused by late payments.
Partner incurred in arrears may be suspended from their political and economic rights up to normalize its situation, and if you do not the disbursement in the period of sixty days since it was required, may be discharged mandatory, if it's the minimum compulsory contribution to become a member, or expelled from society, in other cases.
In any case, the cooperative can take legal action against the delinquent partner.
Article 74. Contributions of new members.
1. the General Assembly shall fix the amount of the mandatory contributions of new members and the conditions and deadlines 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 compulsory contributions of new members, may not be less of the minimum mandatory contributions to be partner, fixed in accordance with paragraph 2 of article 73, nor higher than of those made by the current partners, increased the amount resulting from applying the General price index for consumption.
Article 75. Voluntary contributions.
1. the General Assembly and, if as expected the Statute, the Governing Council, may agree to the admission of voluntary contributions to the share capital. The agreement will establish the maximum overall amount, the conditions and the period of subscription which may not be longer than six months from the date of the agreement.
2. the voluntary contributions must be disbursed completely at the time of the subscription and will have the character of permanence of the social capital that become part.
Article 76. Interests.
The statutes will determine if the contributions paid to the equity accrued or no interest. If so, the interest rate it fixed, for compulsory contributions, the statutes or, failing that, the General Assembly, and on voluntary contributions of emission of the same agreement. In no event exceed by more than three points from the basic rate of the Bank of Spain.
Article 77. Update of contributions.
1. the balance of cooperatives may be regularized in the same terms and with the same benefits established for companies under common law, without prejudice to the provisions of the law on the fate of the result of the regularization of the balance.
2. unless the cooperative the circumstances provided for in paragraph 2 of article 87, in which shall apply as therein provided, the outcome of the regulation of the balance 50 per 100 will be allocated to the mandatory reserve fund and 50 per 100 will go to an account of liabilities, called «Contributions update» in whose charge shall be the updating of the contributions to the share capital.
3. each financial period, if the Assembly agrees to it, be able to update the contributions disbursed and existing on the date of the end of the year, to the extent permitted by the endowment of the referred account «Contributions update». In any case, the update may not exceed the General price index, published by the National Institute of statistics and consumption referred to the financial year concerned.
4. the update of contributions can only be performed, as a maximum, with respect to the five previous exercise, not updated to the one in which the accounts are approved by the General Assembly. Only may be updated contributions of partners and associates who remain at the time remember the update by the General Assembly.
In case of liquidation of the cooperative, the remnants existing in the account of «Contributions update» will be used for the purposes of the mandatory reserve fund.
Article 78. Transmission of contributions.
1 contributions may only be transmitted: to) by active live inter, between members of the cooperative, on the terms laid down in the statutes.
However, the partner who, having lost the requirements to continue to be so, was low binding in the cooperative and this was described as justified, will transmit their contributions to your spouse, ancestor and descendant, if they are partners or acquire such status in the period of three months from that low.
(b) by succession mortis causes, if rights-holders are partners or acquire such status in the period of six months.
2 in the case of the second subparagraph of paragraph a) and paragraph b) of the previous issue, the acquisition of membership will be made in accordance with article 31, transferred contributions are counted in the contributions to the new partner carried out pursuant to article 74, and new shall not be obligated to pay fees from income.
Article 79. Rights of personal creditors of the partners.
Personal creditors of the partners will not have any rights over the assets of the cooperative or partner contributions to the share capital, which are unattachable. This is without prejudice to the rights that can exercise the creditor about refunds and returns satisfied partner.
Article 80. Refund of contributions.
The statutes will regulate the right to the refund of contributions in the event of low's partner, either this or their dependants, in accordance with the following standards: to) the amount of the contributions at the time of the low, be deducted losses charged to partner, corresponding to the fiscal year in which low occurred and/or other previous exercises and that they had not been compensated or paid by the partner.
((b) of the amount of the compulsory contributions, resulting from the application of provisions of the previous paragraph a), the governing body may agree deductions up to the maximum established by the statutes, which may not exceed 30 per 100 in the case of low expulsion, or to 20 per 100 in the unjustified low volunteer with the exceptions provided for in articles 32 and 33.
The deductions referred to in this paragraph, may in any case be on voluntary contributions, nor will proceed when the low is justified.
The dissatisfied partner with the agreement of the Governing Council on the qualification and effects of low, can challenge it according to the procedural rules laid down in article 66, and may also, if desired, use it previously before the Committee on resources and, failing that, to the General Assembly within the period of forty days since I had knowledge of the agreement. If resort, challenge action will expire for the period of three months from the date of the agreement of the resource Committee or the Assembly.
(c) the repayment period shall not exceed five years from the date of the baja, with the exceptions set out in sections 32 and 33 of this law. In the event of the death of the partner, the reimbursement to eligible survivors must be made within a period not exceeding one year from the causal event.
Pending reimbursement amounts, shall not be subject to updating, and shall be entitled to receive the basic rate of the Bank of Spain three points.
Article 81. Benefits and financing that does not integrate social capital.
1. the statutes or, where appropriate, the General Assembly, may establish quotas of income or periodic, that they will not integrate the social capital and will be refundable.
The amount of the quotas of admission of new members, may not exceed 25 per 100 of the mandatory contributions that the same shall be in accordance with the provisions of article 74.
2. the goods of any kind delivered by partners for cooperative management and, in general, the payment for obtaining the cooperativizados services, does not integrate the social capital and are subject to the conditions laid down and contracted with the cooperative society.
3. the General Assembly may agree to the admission of voluntary funding by partners, in any legal form, and with the term and conditions established in the agreement itself. In any case, they will integrate the social capital.
4. the cooperatives, prior agreement of the general Assembly, may issue obligations, whose emissions system shall be subject to provisions of the legislation in force, and must have appropriate entries in the register of cooperatives.
Article 82. Fiscal year.
1. except as otherwise provided in the statutes, fiscal year coincide with the calendar year.
2. the Executive Council shall be required to formulate, within a maximum period of four months from the closing of the financial year, Balance, profit and loss account, the explanatory memorandum and the proposal of distribution of surpluses and destination extracooperativos benefits or the allocation of losses.
The balance sheet, the profit and loss account and explanatory memorandum is drafted so that reading can get an exact representation of the patrimonial situation of the cooperative, the economic results obtained in the exercise and the course of the business of the cooperative.
3. the Balance sheet items will be assessed pursuant to the generally accepted accounting principles as well as objective criteria to ensure the interests of third parties and allow an orderly and prudent economic management of the cooperative. You must maintain a continuity in the assessment criteria, which may not be varied without reasonable cause, which is expressed in the book of inventories and balance sheets. When the Balance is updated it must comply the provisions of article 77.
Article 83. Determination of the results of the financial year.
In the determination of the results of the fiscal year: 1. shall be regarded as expenses, to fix the surplus NET or, in your case, the losses, the financial period, the following: to) the amount of the goods delivered by the cooperative management partners, valued at the average prices of market at the time of delivery, although they not has been paid to partners advances or these are lesser amount; as well as the amount of labor advances of the partners workers and labour partners, valued in accordance with benefits that are normally met in companies of similar activity in the area where is made the labor activity, although actually paid advance payment was lower.
(b) expenses for the operation of the cooperative. Whose duration exceeds the fiscal costs or that not being what they correspond to an exceeding of the own fiscal period, shall be charged to the extent proportionally corresponding.
c) interest earned by members and partners, for their contributions to the share capital and in the event of the number 3 (c) and article 81) of number 2 of article 85, and bondholders and other creditors.
(d) the amounts earmarked for the effective amortization of assets.
2 they shall appear in accounts separately, and will be allocated to the mandatory reserve fund, the benefits obtained from cooperativizadas transactions with third non-members, the profits from capital gains on disposal of fixed asset items or obtained from other sources outside the specific purposes of the cooperative, as well as derivatives of investments or shareholdings in companies of non-cooperative nature.
3. the amount of the reinstatement of the long-term loans, which are carried out through the reduction of the available surplus, or manure to the partner at a price lower than the middle of market for goods delivered to the cooperative activity, or, where appropriate, through the payment of labor advances amount lower than normal fees in the area shall be considered as contributions to the share capital, charged individually to each partner based on cooperative activity that has developed.
Article 84. Application of surplus.
The net surplus for the financial period, after deducting taxes, shall apply to the following purposes: to) will be allocated to the mandatory reserve fund, and/or the education and promotion fund a global amount of 30 per 100 of such surpluses; When the mandatory reserve fund reaches an amount equal to 50 per 100 of social capital, 5 per 100 children to the education and promotion, and a 10 per 100, will go, at least unless, when the mandatory reserve fund reaches an amount more than double of the share capital. The General Assembly, agreed the distribution between both funds unless the Statute establishing it.
(b) the available surplus, resulting once deducted the net surplus allocations of the funds required, shall apply, as you remember the General Assembly each year on cooperative return and, where appropriate, participation in the results by employees of the cooperative, as well as to increase the mandatory reserve fund and education and promotion and/or the establishment of a voluntary fund created by the statutes or by the General Assembly, which, in any case, will have the character of irrepartible.
Article 85. The cooperative return.
1. the cooperative return will be credited to the members in proportion to the operations, activities, or services cooperativizados made by each partner in the cooperative.
The cooperative return in any case may be credited according to the partner contributions to the share capital.
2 the statutes or, in their absence, the General Assembly, for more than half the votes validly expressed, be fixed how to make effective the cooperative return credited to each partner, in accordance with the following modalities: to) that satisfy partners immediately to the approval of the accounts for the year.
(b) joining the social capital, giving rise to the corresponding increase in the amount of the contributions of each partner to the same.
((c) that is incorporated into a Fund, regulated by the General Assembly, in accordance with the following standards: to ') the amount of the cooperative return credited to each partner and incorporated into this Fund, to be returned to the partner, in any case, in a period not exceeding five years.
(b') at all times and although it has not met the deadline for its return to partner, this may be the amounts that is incumbent on such a Fund, satisfy the losses which are imputed to him pursuant to article 87, and meet mandatory contributions to the share capital.
(c') the amounts incorporated into said Fund shall accrue the interest rate established by the General Assembly, which may not exceed the basic of the Bank of Spain increased by three points.
Article 86. Participation of staff paid the available surplus.
1 associated work cooperatives, the participation of each worker an employee of the cooperative in the favorable results of the same, it will be equal to 25 per 100 of the cooperative return credited to the social worker that it provides equal or similar activity in the cooperative.
2. in other kinds of cooperatives, the General Assembly, following a report from the governing body and heard the representation of employees of the cooperative, shall be the total amount of the participation of workers in the surpluses available as well as the form of distribution.
3. the participation of the worker in the favorable results of the cooperative, regulated in this article, is wage and is compensable wage complement of similar nature established in the labour legislation. In the event of participation in the results of the cooperative is less than the corresponding wage complement, applies the latter.
Article 87. Allocation of losses.
1 the statutes shall lay down the criteria to compensate for the fiscal losses not included in paragraph 2 of this article, in accordance with the following standards: to) can be attributed to mandatory reserve fund the percentage of such losses specified in the statutes, that in no case shall exceed 50 per 100 of them.
b) if voluntary reserve fund referred to in subparagraph (b)) of article 84, is may, in addition, attributed to the same percentage fixed by the General Assembly.
(c) the resulting difference will fall to the partners, in proportion to the operations, activities, or cooperativizados services actually performed by each partner in the cooperative. If this activity is less in the amount that minimum is required to make the partner pursuant to the statutes, the imputation of such losses shall be made in proportion to the compulsory minimum cooperativizada activity.
In any case losses are failing to partner according to their contributions to the share capital.
((d) losses attributed to each partner will be satisfied of any of the following ways: to ') in cash, within the fiscal year in which the Balance that will accuse the losses been approved.
((b') by deductions in quantities which are titular partner in the Fund referred to in subparagraph (c)) of number 2 of article 85.
(c') by means of voluntary contributions from partner to social capital deductions.
(d') by deductions in mandatory partner contributions to the share capital.
(e') with the returns that can correspond to the partner in the five years following the day in which is had approved the Balance in which they accuse losses; If within this period become losses without compensation, must be fulfilled in cash per partner within a month.
The partner may use, in any case, any of the forms mentioned in a'), b') and c'). To use the forms d') and e') will be necessary agreement of the General Assembly that approves the Balance which is blame the losses offset.
2. be charged to the mandatory reserve fund losses which have their origin in the cooperativizada activity that is carried out with non-member third parties, as well as losses arising from the disposition of the elements of the fixed assets and those arising from activities unrelated to the specific purposes of the cooperative or investments or participation certificates in other natural or legal persons non-cooperative, extracooperativas.
If the amount of the mandatory reserve fund was insufficient to compensate for these losses, the difference will be collected in a special account, its depreciation charge to future income from the mandatory reserve fund. Until, in the above account, the above losses, has not have amortized the balance resulting from the updating of the Balance, will be paid entirely to the mandatory reserve fund, as well as the remaining existing in the account of «Contributions update» referred to in paragraph 2 of article 27.
3. in each fiscal year, in the allocation of losses to the mandatory reserve fund, shall be charged first those established in paragraph 2 of this article.
Article 88. Mandatory reserve fund.
1. the compulsory reserve fund, aimed at peacebuilding, development and guarantee of the cooperative, is irrepartible among members, even in the event of dissolution of the company.
2 necessarily allocated to this Fund: to) the percentage, on the net surplus, specified in the statutes and, where appropriate, agree to the General Assembly, pursuant to article 84.
b) the benefits referred to in subparagraph (b)) of article 83.
(c) deductions on the mandatory contributions in the event of low's partner.
(d) entry fees.
(e) the percentage, on the outcome of the regularization of the Balance, corresponding in accordance with provisions in article 77 and, where appropriate, in paragraph 2 of article 87.
3 will be provided also to this Fund with which amounts charged to the available surplus, at its discretion agree to the General Assembly.
Article 89. Education and promotion fund 1. The education and promotion fund will be allocated to activities that meet any of the following purposes: to) the training and education of its members and workers in the cooperative principles, as well as the dissemination of the characteristics of the cooperative movement in the social milieu in which unfold its activity.
(b) the promotion of inter-cooperative relations.
(c) the cultural and professional promotion of the local environment or the community in general.
2. the General Assembly shall fix the basic lines of implementation of the education and promotion fund.
For the fulfilment of the purposes of the Fund may collaborate with other societies or associations cooperatives, public and private institutions and agencies dependent on the State or regional administration.
Annual, explanatory memory management during the financial year, amounts that the Fund has been allocated for the purposes thereof, with an indication of the work carried out and, where appropriate, mention of companies or entities referred to that for the fulfillment of those purposes will be collected in detail.
3 will necessarily go to this Fund: to) the percentage NET surpluses specified in the statutes and, where appropriate, agreed upon the General Assembly, pursuant to article 84.
(b) the sanctions that are imposed by the cooperative members through disciplinary.
This Fund will be also provided with: a) quantities which, charged to the available surplus, at its discretion agree to the General Assembly.
(b) grants, donations and any kind of aid received partners or third parties, to the fulfilment of the purposes of the same.
4. the education and promotion fund is unattachable and their allocations shall be included in the liabilities of the Balance with separation of other items.
The amount of the referred Fund that has not been applied should materialize within the fiscal year following that in which the Endowment, in savings accounts or the public debt securities, whose financial returns will be applied at the same end was made. These deposits or securities may not be pledged or affected to loans or credit accounts.
Chapter VIII of the books and accounting article 90. Social documentation.
1 without prejudice to the provisions of other laws or special provisions, cooperatives will be in order and the day the following books: to) log book partners and, where appropriate, Member registration book.
b) log book of contributions to the share Capital.
(c) the book of minutes of the General Assembly, the Executive Council and, where appropriate, of the Committee on resources and the preparatory meetings.
2. the book of registration of members and the Member registry book shall contain the data established in paragraph 2 of article 11, the date of admission and low and, where appropriate, the reference to the character of work partner.
3. all social books will be completed by the District Court or peace of the place where the cooperative has its registered office suede to be presented so that, prior to its use, stamp on the first page of each signed Stagecoach which has the book and, in all the pages, the seal of the Court that authorizes it. Cooperatives may request these legalization to take place in its own registered office.
4 books and other documents of the cooperative shall be under the custody, supervision and responsibility of the Governing Council, which should keep them, at least five years following the transcription of the last act or seat, or the extinction of the rights or obligations that contain, respectively.
5. However, previous issues, the General Directorate of cooperatives and labour societies of the Ministry of labour and Social security provisions may authorize another set of social documentation offering similar guarantees to those provided for in this article. In the case of insurance cooperatives the report in advance of the General direction of the insurance will be mandatory.
Article 91. Accounting.
1. cooperatives must keep accounts sorted and adapted to your activity, which shall be governed by the principles of truthfulness, clarity, accuracy, responsibility and accounting secret, that shall be applied taking into account the peculiarities of the nature of the cooperative society.
2 the cooperatives will carry the following books: to) book inventories and balance sheets.
b) book journal.
(c) reports of censorship of accounts book.
d) books that establishes the applicable special legislation because of your business activities.
3. the book of inventories and balance sheets will open with detailed initial Balance of the cooperative, and will annually collect the inventory, the Balance of the year and the profit and loss account.
Book diary records daily all operations relating to the financial year of the cooperative. It will be valid, however, the joint annotation of the totals of the operations for periods not exceeding the month, provided that your detail appears in other books, tokens or matching records, although they are not legalized.
The book of reports of the censorship of Auditors will collect the reports issued by the Auditors and, where appropriate, by the external audit.
4. the books of account shall fill in the form established in number 3 of article 90. However, they can also be bound, numbered and completed from loose leaves, provided that it is done within the three months following the end of the year the Court indicated in the mentioned article 90.3.
5 shall apply to the books and accounting documents, the provisions in number 4 of article 90.
6. in no provisions of this article shall apply the provisions of the commercial code.
Chapter IX of the modification of the statutes article 92. The amendment of statutes requirements.
1 the amendment of the statutes must be agreed upon by the General Assembly and requires the concurrence of the following requirements: to) that the governing body or, where appropriate, partners or associated authors of the proposal, formulated a written report with detailed justification of it.
(b) that is expressed in the call for proposals, with due clarity, ends that have to be changed.
(c) in the notice of the call make consist the right that corresponds to all members and partners, to examine at the registered office the full text of the proposed amendment and the report on it.
(d) that the agreement be taken by the General Assembly by the majority required in article 49. In any case, the agreement with the text adopted will rise to public writing, which shall be entered in the register of cooperatives, for which purpose shall apply the provisions of paragraphs 1 and 2 of article 15.
2 where the amendment consists in the change of class of the cooperative members who have not voted in favour of the agreement, shall have the right to separate from society, considering its low as justified. This right may exercise until a month from the registration of the agreement in the register of cooperatives.
Article 93. Change of address.
Unless otherwise statutory, the change of registered office consisting of the transfer within the same municipality shall not require the agreement of the General Assembly, may agree in the Council President of the cooperative. The agreement will be formalized in accordance with paragraph 2 of article 22 and shall be entered in the register of cooperatives.
Chapter X of the merger and spin-off article 94. Methods and effects of the merger.
1. the merger of cooperative societies in a new or the absorption of one or more other existing cooperative will be possible.
The cooperative societies in liquidation may participate in a merger provided that it has not started the refund of contributions to the share capital to the partners or associates.
2. societies cooperatives that merging into a new or to be absorbed into an existing will be dissolved, although they will not enter into liquidation, and its assets, partners and, where appropriate, partners will be absorbed, or new society that will assume the rights and obligations of the dissolved societies. Social funds, compulsory or voluntary, from the dissolved societies will have to integrate into the society cooperative's new or absorbent.
Article 95. Draft terms of merger.
The draft terms of merger must be set in a prior agreement by the Councils guiding of the merging companies, and will contain, at a minimum, the following mentions: 1st the name, class and registered cooperatives societies involved in the merger and the new society, in his case, as well as identifying data of its registration in the register of cooperatives.
2nd system for the amount that was recognised at each partner or associate of the dissolved societies, such as contributions to the share capital of the cooperative society new or absorbent.
3rd rights expected to recognize members of the societies dissolved in the use of new or absorbing society services.
Article 96. Documentation of the call of the Assembly.
Published the call of the Assembly shall be made available of the partners and associates at the registered office the following documents: 1 the draft terms of merger mentioned in article 95.
2nd the balance sheet, the profit and loss account and the explanatory memorandum of the three years of the companies involved in the merger, together with the corresponding reports of the external auditors.
3rd fusion of each of the companies, the Balance provided for in article 98, when it is different from the last annual balance sheet approved.
4th memory drafted by the Governing Council on the desirability and effects of the merger.
5 the draft laws of the new company or, in the case of an absorption, the full text of the amendments which, where appropriate, be introduced into the statutes of the acquiring company.
6 the current statutes of the companies involved in the merger.
7th the relationship of names and surnames of the members of the Rector Council of the cooperative societies involved in the merger and the date from which play their positions.
Article 97. Requirements for the merger agreement.
1 the merger agreement must be adopted in the General Assembly for each of the merging companies by the required majority in number 2 of article 49, fulfilling the following requirements: to) the call of the General Assembly, which shall be subject to the legal and statutory, standards should include minimal mentions of the draft terms of merger mentioned in article 95 , and shall keep the right to all the partners and associates to examine at the registered office the documents referred to in article 96, as well as to request delivery or free shipping of the full text of the project of fusion and memory drafted by the Governing Council on the desirability and effects of the merger.
(b) the merger agreement shall be adopted without amendment the draft terms of merger and when the merger is carried out through the creation of a new society, must include statements required in paragraph 2 of article 9, insofar as they are applicable.
(c) the merger agreement of each of the cooperatives, once adopted, shall be published in the «Official Gazette» the province or the autonomous community in which cooperatives have its registered office and in a newspaper of wide circulation in the province.
2. from the moment that the draft terms of merger approved by the General meeting of each of the cooperatives, all of them are obliged to continue the fusion procedure.
Article 98. Fusion balance.
1 it may consider fusion to the last approved annual financial statement balance, provided that they are not above in more than eight months from the date of the meeting which shall resolve upon the merger. If the annual financial statement does not comply with this requirement, will need to develop a balance within the above mentioned period, which must be censored by the external auditors and will be submitted to the Assembly for approval.
2. challenges to the merger balance may not suspend itself single execution of this.
Article 99. Right of separation from partner.
1 members and associates of cooperatives that are extinct, dissatisfied with the merger agreement, shall have the right to separate from their cooperative, by writing to the President of the Executive Council within the month following the last publication of the notice referred to in subparagraph (c)) of number 1 of article 97.
2. the resulting fusion cooperative will assume the obligation of payment of contributions to the unhappy partner with the merger, in the manner regulated in this law for the case of justified low.
3. by the mere fact of the merger not entitled to spreading the partners and associates of the absorbent cooperative.
Article 100. Right of opposition to the creditors.
The merger may not be carried out until two months have elapsed from the date of the last announcement of the agreement referred to in subparagraph (c)) of number 1 of article 97. If during this period any ordinary creditor of some societies extinguished oppose written fusion, this not may put into effect if their credits are not entirely satisfied or if previously the debtor company, or you expect to result from the merger, does not provide enough for the same warranty. Creditors may not object to the payment even if it is not expired credits.
Article 101. Merger deed.
The formalization of the merger agreements will be done through single public writing, which will comprise the merger agreement approved by the respective general assemblies of the companies merging, which shall contain the balance of merger of companies which are extinguished.
If the merger will take place through the creation of a new society, writing must contain, in addition, mentions required in article 14, insofar as they are applicable, for the Constitution of the same; If it were held by absorption, it will contain statutory modifications that have been agreed by the acquiring company on the occasion of the merger.
The deed of merger will have efficiency, in the register of cooperatives, for the cancellation of the societies that are extinguished and the registration of the newly constituted or modifications of the absorbent.
Article 102. Excision.
1. excision of the cooperative may consist of the dissolution without liquidation, by the division of its heritage and of the partners and associates in two or more parts. Each of these will be transferred en bloc to newly created cooperatives will be absorbed by existing or will be integrated with parts breakaway of other cooperatives in a new creation. In these two cases will be called escision-fusion.
It may also consist of the segregation of one or more parts of the heritage and collective of members and associates of a cooperative without the dissolution of this, and the transfer en bloc of the part or parts already existing or segregated to other co-ops of new Constitution.
2 shall apply to the participating cooperatives in the Division the regulatory standards of the merger in this law, and its partners, associates and creditors may exercise the same rights.
Chapter XI dissolution and liquidation section one. Dissolution article 103. Causes of dissolution.
The cooperative society will be dissolved: 1 compliance with the term fixed in the statutes.
2. by the conclusion of the company which is its object.
3rd for the failure manifests itself in the cooperativizada activity.
4th by the stagnation or inactivity of the social bodies for two consecutive years.
5 by the cessation of the activity cooperativizada for two years, without just cause.
6 by the reduction of the number of members below the minimum established in the 7th article, unless it is restored in the period of six months.
((7th by reduction of the share capital to an amount less than the amount of the minimum share capital, established bylaws, unless it is restored in the period of six months, caused this reduction as a result of the low partners and associates or deductions in contributions to the share capital, by allocation of losses in the so-called c') and d') of number 1 of article 87.
8 by the merger or scission.
9th by collapse of society.
10. by agreement of the General Assembly, adopted by the majority laid down in paragraph 2 of article 49.
11. for any other cause established under this Act or the statutes.
Article 104. Efficacy of causes of dissolution.
1 after the term of duration of the company, this will dissolve full-fledged, unless previously it had been expressly extended and registered the extension in the registry of co-operatives. The unhappy partner with extension may cause low in the form and time limits laid down in point 3 of article 32.
2 when if any other cause of dissolution, with the exception of those provided for in paragraphs 8 and 10 of article 103, the governing body shall, at the end of thirty days, convene General Assembly take the agreement of dissolution. To this end, any partner or associate may require the Executive Council so that it convene the General Assembly, if in his opinion there is any of the above causes of dissolution.
The agreement of dissolution, which shall be formalized in writing, will be adopted by the General Assembly for more than half of the validly expressed votes and may be challenged by means of the procedure referred to in article 52.
If not, it could achieve the agreement of dissolution by the General Assembly, at least one-tenth of the total social votes may request judicial dissolution of the society.
In any case, the Ministry of labour and Social Security may disqualify the cooperative society for the reasons mentioned in article 103, except for those listed in numbers 1, 8 and 10.
3. the agreement of dissolution or, where appropriate, the judicial or administrative decision, as well as entered in the register of cooperatives, will be published in one of the newspapers with the largest circulation in the province of the registered office.
4 fulfilled the legal formalities on dissolution of the company, will open the liquidation period, except in cases of merger or demerger. The dissolved society will retain its legal personality while the liquidation. During this time you must add to its name the words "in liquidation".
Article 105. Reactivation of the society.
The company in liquidation may be reactivated whenever the dissolution occurred by agreement of the General Assembly and has ceased the cause that gave rise to it and the refund of contributions has not started to the partners or associates. The reactivation agreement must be adopted by the General Assembly by a majority of two thirds of the votes of the social, and will not be effective until it rises no public deed and be entered in the register of cooperatives.
The same rule applies in the case of bankruptcy, where the broken society to reach an agreement with creditors.
Second section. The settlement article 106. Appointment of the liquidators.
1. the statutes shall establish the number of liquidators, which must be odd. The liquidators shall be elected by the General Assembly from among the partners and associates of the cooperative, by secret ballot, by the greatest number of votes. The appointment will last until the extinction of the society, unless it is revoked by the General Assembly in agreement adopted by half plus one of the votes validly expressed, even if the matter not on the agenda, or by the judge of the district by just cause, at the request of 20 per 100 of the total votes of the company.
2. If they passed three months since the dissolution of the cooperative without that had made the choice and acceptance of the liquidators, the governing body shall, and any partner or associate, request the top cooperative Council the appointment of the liquidators, who may be persons not partners or associates of the cooperative.
3. in any case, the appointment of the liquidators will not have legal effect until the moment of its acceptance, accredited in accordance with the provisions of article 23.
4 when the liquidators are three or more, they will act in collegiate form, and must record their agreements in a book of proceedings.
5. the liquidators a compensatory fee to its function is may bring them and will be credited them, in any case, costs that originate them.
Article 107. Intervention of the liquidation.
1 20 per 100 social votes may request the District Court of the registered office of the cooperative the designation of an auditor who monitor the liquidation operations.
Also it may, where appropriate, appoint a financial controller the syndicate of noteholders.
2. the Ministry of labour and Social Security, when justified by the importance of the settlement, may designate a person who undertakes intervene and preside over the settlement and ensure compliance with laws and social status.
Article 108. Transfer of functions.
1 dissolved the society and until the appointment of the liquidators, the Governing Council will continue in the representative and management functions of the society for the sole purpose of avoid damage resulting from the social downtime, and will be responsible for the preservation of social assets.
2 appointed the liquidators, the governing body shall conclude with those the inventory and balance sheet of the company, referring to the day that starts the liquidation and until the liquidators begin their operations.
The members of the Executive Council, if they were required to do so, should provide information and background that the liquidators claim to facilitate the practice of the liquidation operations.
Article 109. Functions of the liquidators.
In addition to the indicated in the previous article, is up to the liquidators: 1. carry and store books and correspondence of the cooperative and ensure the integrity of their heritage.
2. to pending operations and new ones that are necessary for the liquidation of the cooperative.
3 dispose of social assets. For the sale of real estate are you attend necessarily public real estate auction, unless the General Assembly expressly provided other valid system.
4 claim and receive the outstanding credits, is against third parties or partners or associates.
5 arrange transactions and commitments as appropriate to social interests.
6 pay creditors, partners and partners and transfer to whom it may concern the education and promotion fund and the excess of liquid having of the cooperative, subject to the rules established in article 112.
7 to represent the judgment and outside the cooperative for the fulfilment of the functions that are assigned.
Article 110. Situation of insolvency.
In the event of insolvency of the company, the liquidators must request, in term of ten days, that is made clear this situation, the Declaration of suspension of payments or bankruptcy, as appropriate.
Article 111. General Assemblies of the liquidation.
During the liquidation period be observed the legal and statutory provisions in terms of the call and the meeting of the General Assembly, ordinary or extraordinary, which is convened by the liquidators, who will chair them and will see the progress of the liquidation. The General Assembly may decide what suits the common interest.
Article 112. Award of social credit.
In the allocation of social credit will begin by separating assets sufficient to cover the total amount of the Fund for education and promotion that was not embodied in the accounts of savings or securities referred to in number 4 of article 89.
The rest of the social credit will be awarded in the following order: 1 the social debts are cleared.
2nd is refunded to members the amount of their contributions to the share capital, updated where appropriate.
3rd is refunded to members the amount of contributions that have social capital, updated where appropriate; beginning with voluntary contributions and mandatory contributions.
4th the asset excess, if any, as well as the existing remnants of the education and promotion fund, will be made available of the Superior Council of cooperatives, which must allocate it, exclusively, to the promotion of the cooperative movement.
Article 113. Final liquidation balance.
1. when extinction of social liabilities, the liquidators will form the final balance sheet, which reflects with accuracy and clarity the financial state of the company, and the project of distribution of the assets, which must comply with the rules established in article 112.
2. the final balance sheet and asset distribution project will be censored by auditors of the cooperative and, where appropriate, by the Auditors referred to in article 107, and shall be submitted for approval to the General Assembly. The mentioned agreements will be published in one of the newspapers with the largest circulation in the province of the registered office.
3. the agreements referred to in the previous number may be challenged by the partner or partner who feels aggrieved, or by creditors whose credits have not been satisfied or recorded, as well as by the Higher Council of cooperatives, for non-conformity in the amount or destination of the excess of liquid have, in accordance with article 112. The challenge will be processed in accordance with the rules of article 52.
4 If the General Assembly were impossible, the liquidators shall publish once the final balance sheet and asset distribution project, censored, in the «Official Gazette» and a newspaper with the largest circulation in the province of the registered office of the cooperative. Six months since these publications unless they are challenged by the people and by the procedure referred to in number 3 of this article, they shall be approved definitively.
5 after the term for the challenge referred to in number 3 or, where appropriate, number 4 of this article, unless claims are made or firm statements that had resolved them, will proceed to the corresponding distribution of the asset of society.
The amounts not claimed or transferred at the end of the ninety days following the date that starts the payment shall be entered on deposit in the Bank of Spain or the General deposit box available to their rightful owners.
Article 114. Extinction.
After the liquidation, liquidators, in deed that will incorporate the approval of the final liquidation balance sheet and operations, must apply for the registration of cooperatives cancellation of the society concerning seats and deposit in this unit books and documents relating to the cooperative, which will be retained for a period of ten years.
Article 115. Suspension of payments and bankruptcy.
Cooperatives societies will be applicable by default and bankruptcy legislation.
Judicial Providence, by whose virtue is by requested suspension of payments or bankruptcy, must register in the register of cooperatives.
Chapter XII of the kinds of cooperatives section one. Common rules article 116. Classification and applicable standards.
1. the first grade cooperative societies are to be classified in: 1. associated work cooperatives.
2. cooperative of consumers and users.
3. housing cooperatives.
4. agricultural cooperatives.
5. cooperative community exploitation of the Earth.
6. service cooperatives.
7. cooperatives of the sea.
8. transport cooperatives.
9. insurance cooperatives.
10. health cooperatives.
11. teaching unions.
12. educational cooperatives.
13. credit unions.
2. cooperatives of the classes listed in the previous number shall be governed, first, by the special provisions applicable to each of them, according to this law, and secondly by the same general standards. However, they shall apply to all kinds of cooperatives established in paragraph 2 of article 5 and article 30, with the exception established in this last article about cooperatives of work associated with community exploitation of the Earth. It will also be applicable to all kinds of cooperatives established in chapter V.
Regarding credit unions it will be the seventh transitional provision provisions.
In any case, the cooperatives will be subject to specific legislation based on the business activity to develop.
Article 117. Sections of credit.
1 any kind, except for the credit unions, may be, if their statutes envisage it, a credit section, which, without independent legal personality of the cooperative that is part, will act as a financial intermediary, limiting its operations active and passive itself LCCU inside and its partners and Associates, without prejudice to monetize their excess cash through credit unions.
2. cooperatives that have credit section will not be included in its name «Credit Union», «Caja Rural» expressions or other analogous.
Second section. Article 118 associated work cooperatives. Purpose and scope.
1 are associated work cooperatives that associated with natural persons, with legal and physical capacity to develop their work to provide cooperativizada activity and are intended to provide partners jobs to produce goods and services for third parties in common.
2 cannot be worker-members of cooperatives of associated work children under sixteen.
Foreigners may be worker-members in accordance with the specific legislation on provision of his work in Spain.
3. in cooperatives of work associate in which partners do not respond personally of social debts, children under eighteen and over sixteen years authorized by its legal representative to enter as a social worker, as well as those who live independently with the consent of their parents or guardians or with the authorization of the person or institution that has them in their charge they will be authorized to exercise the rights and fulfil the obligations of worker membership, with the limitations laid down in article 62.
4. worker members are entitled to receive periodically, in a period not exceeding one month, labor advances in amounts similar to normal earnings in the area and sector of activity for different jobs of work or professional categories, without prejudice to the provisions of subparagraph (c)) of article 83.
5 shall apply to workplaces of these cooperatives and their members the rules on safety and hygiene at work.
6. the partners workers under eighteen years of age may not perform night work or that the Government declare, for workers under eighteen years old, unhealthy, arduous, harmful or dangerous both to your health as for their vocational training or human.
7. the number of employees paid in the cooperative contract indefinitely may not exceed 10 per 100 of the total of its members.
8. the maximum period for reimbursement of contributions to the share capital, in the event of low's partner, if the statutes as expected, may be up to ten years. If to take use of this possibility, the rate of interest to be annually for contributions not reimbursed in the first five years will be the largest among the basic of the Bank of Spain three points and the annual increase in the price index for consumption, and for the reimbursement of the same cooperative shall annually allocate at least , an amount equivalent to 10 per 100 of its net surplus.
9 workplaces in which members usually lend their cooperativizado work must be located within the territorial scope of the cooperative, established bylaws.
Article 119. Partners in test situation.
1. in associated work cooperatives, if statutes as expected, admission, by the Executive Council, a new partner will be in test situation, and can be reduced or abolished the probationary period by mutual agreement.
2. the trial period shall not exceed six months. However, to occupy jobs specifically laid down by the General Assembly, whose performance requires special personal conditions, the trial period may be up to 18 months; the number of such jobs may not exceed 10 per 100 of the total of the of the cooperative.
3. the number of worker-members simultaneously in test situation shall not exceed one for every 10 or fraction of 10, worker-members in fullness of rights and obligations; When these do not exceed the number of 10, the limit shall be two partners in situation of test, and three when those are more than 10 and not more than 20.
This limitation shall not apply during the two years following the establishment of the cooperative.
4. do not you can again to be admitted in the same work associate cooperative as worker-members in test situation those who already were in the previous twenty-five months, from the date on which, at the request of either party, the relationship was resolved.
5 workers members, during the period in which they are in test situation, have the rights and obligations arising from their status as partners, except the following: to) the relationship be resolved by unilateral decision free of the cooperative, by agreement of the governing body, or the worker partner in test situation.
(b) they may be elected to the positions of the organs of society.
(c) not compelled or authorized to make contributions to the share capital or to pay the entrance fee.
(d) it will reach the imputation of losses that occur in the cooperative during the trial period.
Article 120. Disciplinary regime.
1. in associated work cooperatives, if statutes as foreseen, the Governing Council may delegate, to persons determined, that they should have mandated functions of direction or control in the working structure of the cooperative enterprise, the Faculty of punishing the worker-members for misconduct in provision of work activity. The sanction thus imposed will be executive and may challenge before the Governing Board within a period of eight days from its notification. The Council shall meet within a maximum period of thirty days, after which without having resolved means that the resource has been estimated. If it was not contested the sanction by the partner, it is deemed for all purposes as if it had been imposed by the governing body.
Contesting the sanction before the governing body will interrupt the computation of periods of prescription or expiry of actions, which agreement may be appealed before the resources Committee, or in their absence, to the General Assembly, or, directly, before the jurisdiction of the Social order, the procedure referred to in article 126, and the term will resume since the agreement of the governing body is firm or , if any, from the notification of the agreement of the resource Committee or the General Assembly.
2. Notwithstanding the provisions in the previous issue, the expulsion of the worker-members only may be agreed upon by the Governing Council, against whose agreement partner may have recourse, within fifteen days from the notification of the same, before the Committee on resources or, in absence thereof, of the General Assembly. Although the expulsion agreement will only be executive since it is ratified by the corresponding organ or expiry of the term for appeal to the same, the cooperative may suspend worker partner in its employment, keeping this all their economic rights as if continue paying their work.
Article 121. Day, weekly rest, holidays, holidays and permissions.
1 the statutes and, in their absence, the General Assembly, will regulate the length of the working day, weekly minimum rest, holiday and annual leave, respecting, in any case, as a minimum, the following standards: to) between the end of a day and the beginning of the next, mediated at least twelve hours.
(b) children under eighteen years of age may not be more than forty hours of work a week.
(c) will be respected, at least, as parties, that of the Nativity of the Lord, new year and may 1, except in the exceptional circumstances that prevents it the nature of entrepreneurial activity that develops the cooperative.
d) annual leave and, at least, the parties expressed in subparagraph (c)) from this number, will be paid for the purpose of the labor advance.
(e) the annual leave of children under eighteen years old and those over sixty years, will have a minimum duration of one month.
2 the worker member, notice and justification, is entitled to be absent from work for any of the reasons and the following time: a) fifteen calendar days in the event of marriage.
(b) two days in case of birth of a child or serious illness or death of relatives to the second degree of consanguinity or affinity. When, for this reason, the worker partner need to do a displacement, to the effect, the period shall be four days.
(c) a day for transfer of normal residence.
(d) by the time necessary for the fulfilment of an inexcusable duty of public and personal character.
(e) to perform functions of representation in the co-operative movement.
The statutes in their absence, the General Assembly, may extend the assumptions of permit and the duration thereof, and in any case, they should set if permissions, for the purposes of the perception of labor advances, they have the character of paid or the proportion in which they are paid.
Article 122. Suspension and leaves of absence.
1 in associated work cooperatives, will be suspended temporarily the obligation and the right of the worker partner to lend his work, with loss of rights and economic obligations of that benefit, for the following reasons: to) temporary incapacity and temporary disability of the worker member.
(b) maternity of women social workers.
(c) compliance with the compulsory or voluntary military service or alternative social service.
(d) deprivation of liberty of the worker member, while there is conviction.
(e) leave of absence forced by appointment or election to public office or in the co-operative movement, which hinders the assistance to the work of the worker member.
(f) economic, technological or of force majeure causes.
2. to stop the legal causes of suspension, worker partner regain the fullness of their rights and obligations as a member, and shall be entitled to reinstatement to the reserved job.
In the event of temporary incapacity for work if, in accordance with the laws on Social Security, the right of reservation of the job worker partner is declared in a situation of total permanent disability, shall cease, and if it were absolute or serious disability, mandatory worker partner decline will occur.
In the event of suspension for provision of military or alternative service, or exercise, in the co-operative movement, by designation or election or public office worker partner should rejoin within a maximum period of one month from the cessation service, charge or function.
In the event of delivery, the suspension will have a maximum duration of fourteen weeks, distributed at the option of the applicant.
3. for suspension due to economic, technological, or arising from force majeure, the General Assembly shall declare the need, for any of the above causes, pass suspension situation all or part of the worker members that make up the cooperative, as well as the time that last suspension and designate specific worker members who are to remain in a situation of suspension.
4 workers in the so-called partners to), b), d) and f) number 1 of this article, while they are in a State of suspension, will retain the rest of the rights and obligations of the partner.
(In the so-called c worker members) and e) referral number 1 of this article, while they are in a State of suspension, they will have the rights and obligations established in this Act for members, except insofar that, in the event of low will not be them application provisions in number 8 of article 40, and that if during the time in which they are in a situation of suspension, the General Assembly, in accordance with the provisions in number 3 of article 73, remember the realization of new mandatory contributions, they will be required to perform them.
5 in the event a), b), c), d) and e) of the number 1 of this article, cooperatives of work associate, to replace the worker-members in situations of suspension may conclude contracts of employment of employees with fixed-term, provided that the contract specifies the replaced worker partner name and the cause of the replacement. These employees will not be Computable for purposes of the percentage referred to in article 118 number 7.
6. the statutes may provide for the possibility of granting to the worker-members, with at least one year of seniority in the cooperative, the situation of unpaid leave for a period not exceeding three years.
The situation of the worker-members on voluntary leave shall conform to the following standards: to) they are not entitled to the reserve of her job, but only the preferential right to re-entry in the vacancies of jobs equal or similar to yours, that had or occur in the cooperative.
((b) the other rights and obligations will be those set forth in number 4 of the present article for workers in the so-called c partners) and e) number 1 of this article.
Article 123. Low mandatory due to economic, technological or of force majeure.
1. when, due to economic, technological or of force majeure, to keep the business viability of the cooperative, is necessary, at the discretion of the General Assembly, reduce, definitively, the number of post in the cooperative or modify the proportion of the professional qualifications of the collective, comprising the General Assembly shall designate specific worker members that should cause low in the cooperative that it will be considered justified mandatory low.
2. worker members that are low mandatory pursuant to the number above of this article, shall be entitled to the immediate return of their contributions to the share capital, unless the statutes, since the establishment of the cooperative or a not less than two years from the date of the aforementioned mandatory low beforehand, had been established expressly non-application this special reimbursement of the contributions system.
Article 124. Succession of business, contracts and concessions.
1. when a work associate cooperative acquires ownership of a company, Center work or autonomous production unit of the same and, by application of the provisions of article 44 of the law 8/1980, of 10 March, of the Statute of workers, should subrogation rights and job duties of the previous holder, the General Directorate of cooperatives and labour societies in as necessary to enable the cooperative to fulfil the obligation of subrogation, it may authorise that the percentage of workers with contract indefinitely set at number 7 of article 118, range up to 40 per 100 of the total number of members of the cooperative.
2. when a cooperative of work associated with cessation, for reasons not attributable to it, in a contract of service or administrative concession and a new entrepreneur to take responsibility for them, workers members have the same rights and duties which would have corresponded to them in accordance with related legislation work, as if they had lent their work in the cooperative in workers employed.
Article 125. Contentious issues.
1. the contentious issues arising between unions work associate and partner worker, as such, will be resolved by applying, with preferential character, this Act and the statutes of the cooperative, and shall be subject to the decision of the jurisdiction of the Social order, as provided for in the following numbers.
2. the reference to the jurisdiction of the Social order, attracting competence of its courts, in all grades, for knowledge of how many contentious issues arise between the cooperative work associate and worker partner related to the rights and obligations derived from the cooperativizada activity of the provision of labour and correlative rights, and financial obligations, and in a concrete way that affect the perception of labor advances and returns to proceeding through final result of exercise, as some and others may be payable; to the ceasefires in worker membership, both by choice of partner or decision of the cooperative mandatory low; suspension and leave situations regulated in article 122 of this Act; to appeals against sanctions imposed for breach of social norms of labor discipline, insofar as they involve own condition of worker partner or the sanction adopted obligations affects her; refunds and derivatives of the EESC and not detailed credits included in the generic formulation that leads this relationship.
3. the attraction of competition ordered in the previous number does not reach to the knowledge of the differences that have arisen in the bosom of associated labour cooperatives in relation to the rotation of the company; participation in the social organs of Government or control; deduction of responsibilities deriving from the participation and those other issues that do not appear affected the provision of work of the partner or its effects, or committed their rights in how income from work.
Article 126. Special procedure.
1 the processing of matters referred to in article 125 will be held in accordance with the special procedure that then settles down, subject to generalizing standard fallback, referred to in article 96 of the law of labour procedure: to) will be magistrate competent to hear these contentions, which is by application of paragraphs 1 and 2 of article 2 of the Labour Procedure Act.
(b) gradual competition will determine as appropriate against the decision of the judiciary's work, where appropriate according to the text of articles 153 and 166 of the same law on labour procedure, designating as litigious amount, in cases that refer to the annual computation of wages, which form the sum of labor advances in that period.
(c) demand approach will require the deduction of request before the Council Rector of the cooperative, which will resolve within thirty days, during which will be suspended the computation of periods of prescription or expiry for the exercise of actions or assertion of rights.
However, need not be the aforementioned deduction had been made use of the possibility of appeal to the Executive Council planned in number 1 of article 120 or when the resources Committee or the General Assembly agreements are in dispute.
(d) when the petition of the Act would raise dissatisfaction with internal record ruling, the judge agreed this contribution to actions, providing its view to the interested in term not less than three days prior to the designated for trial.
e) procedural proceedings set in number 4 of article 38 for expulsion from a partner and in subparagraph (c)), the number 3 of article 37 to the proceedings, shall be replaced, in the special procedure governing now and the only case of worker cooperatives work associate partner, by the rules of procedure contained in the second section , second title, second book of the law of labour procedure. In this procedure, the notification of the agreement of expulsion or, where appropriate, the ratification of it by the resources Committee or, failing that, by the General Assembly, will replace the delivery of the written communication referred to in article 100 of the law of labour procedure, computing the time limit to claim before the judiciary's work since the expulsion agreement to acquire the character of Executive (, and the request to the Executive Council, referred to in subparagraph (c)) from this number, interrupted expiration action for a maximum of thirty days, reserved for the resolution of the Council.
Inappropriate for the dismissal or sanction in the measure adopted, will allow Judge fixing the indemnity or the sanction of lower entity substitution, solving both assumptions about the economic significance of the damages suffered during the processing. In any case, the reinstatement of the worker partner may impose.
2 matters referred to this special procedure are excluded from the alternative route of arbitration before the Superior Council of cooperatives.
Third section. Cooperative of consumers and users article 127. Purpose and scope.
1 they are cooperative of consumers and users that associated with natural persons and are intended to ensure, in the best conditions of quality, information and price, goods and services for consumption or use of members and family members who live with them. The aforementioned goods and services can buy them the cooperative to third parties or to be produced by the same.
2 las cooperative of consumers and users may take one or more of the following manners: to) supply of articles of consumption, use, clothing, furniture and other elements of the domestic economy.
(b) of diverse, as restaurants, transportation, hospitalization and other similar services.
(c) of special supplies, such as water, gas, electricity, in which case may also be partners physical and legal persons requiring mentioned supplies for the development of its non-domestic activities, provided that they do not pose more than one 50 by 100 of the total members of the co-op.
(d) of savings for the consumer.
(e) of supplies, services and activities for cultural development.
3. in the cooperative of consumers and users that have more than 10,000 members, the General Assembly of delegates, insofar as it refers to the composition of the Bureau of the preparatory meetings and the people who can integrate it, and election and proclamation of delegates and votes that are conferred to them, it is governed by the rules laying down the statutes of the cooperative.
4. cooperatives of consumers and users only may provide goods and services to its partners and, where appropriate, users not partners, within the scope thereof, established bylaws.
Article 128. Transactions with third parties.
1 las cooperative of consumers and users, however the established in the previous article, may supply and serve to non-members in the following cases: to) when do so by agreement of competent authority by reason of public utility.
(b) to public bodies.
(c) in each new point of sales than open the cooperative, for a period of nine months from the date on which to start sales in the same.
(d) when the cooperative set expressly this possibility in its statutes.
(2 prices for supplies and services provided by the cooperative to users not partners will be the same as those laid down by this for members, except in the case of subparagraph (d)) of the previous number.
3. in all cases in which, in accordance with the provisions of this article, the cooperative provide supplies or services to users non-members, this circumstance should be reflected in their accounting separately and clearly and unequivocally.
Fourth section. By the cooperatives of housing article 129. Purpose and scope.
1. the housing cooperatives associated with physical that they require accommodation for themselves and their family members and/or persons local; partners public bodies and cooperatives, as well as institutions commercial non-profit, requiring local may also be in which to develop their activities. They are intended to ensure its members housing or shops; they may also take aimed, even unique, to ensure buildings and facilities complementary to the use of housing and local partners, conservation and management of dwellings and premises, elements, areas or common buildings and the creation and delivery of complementary services as well as the rehabilitation of homes, premises and buildings and supplementary facilities.
2. housing cooperatives may acquire, for tents and urbanize land and, in general, many activities and works necessary for the fulfillment of its social object.
3. the property or the use and enjoyment of dwellings and premises may be awarded or transferred to partners through any title admitted in law.
When the cooperative retain ownership of dwellings or local bylaws shall establish norms that must be adjusted both their use and enjoyment by partners, such as other rights and obligations of these cooperative, and may provide for and regulate the possibility of transfer or exchange of the right of use and enjoyment of the dwelling or premises with partners of other housing cooperatives that have established the same modality.
4. the housing cooperatives may sell or lease to third parties, partners, business premises and facilities and complementary buildings of its property. The General Assembly agreed target amount obtained by sale or lease thereof.
5 in case of low's partner, if the include by-laws, may apply to the quantities delivered by it to finance the payment of housing and premises, the deductions referred to in (b)) of article 80, up to a maximum of 50 per 100 of the percentages that are established in the same.
The quantities referred to in the previous paragraph, as well as partner contributions to the share capital, shall reimburse this at the moment that is replaced in their rights and obligations by other partner.
6. no person can simultaneously play the position of Member of the Executive Council in more than one housing cooperative.
The members of the Executive Council in any case can receive remuneration or compensation for the performance of the office, without prejudice to their right to be recovered costs arising by the performance of the office.
7. the housing cooperatives may be only promotions within the territory to reach the scope thereof, established bylaws.
Article 130. Buildings by phases or promotions.
When housing cooperatives to develop more than one promotion or phase, the meetings of the General Assembly will be held by the system provided for in article 51, General Assembly of delegates, and must be as many preparatory meetings as phases or promotions are developed, being forced, in addition, to carry independent bookkeeping of each phase or promotion, without prejudice to the accounting general 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, must be submitted to external audit, on the financial periods in which any of the following cases occurs: to) having the cooperative promotion, between housing and premises, a number higher than 50.
(b) anyone who is the number of dwellings and premises in promotion, when they correspond to different phases, or when they are built in different blocks that constitute, for economic purposes, different promotions.
(c) that the cooperative has granted powers relating to business management to individuals or legal, other than the members of the governing body or Director.
d) when the statutes provide for it or agreed by the General Assembly.
2. in everything not established in this article on external audit of the accounts of housing cooperatives, shall apply the rules of article 69.
Article 132. Transfer of rights.
1. in housing cooperatives, the partner who intended to transmit their housing rights "inter vivos" or local, before having passed five years or another term than fixed by the statutes, from the date of grant of the certificate of habitability of housing or local, or the document that legally replace him, must place at the disposal of the cooperative which will offer them to the expectant partners, in order of seniority.
Grope price will be equal to the amount paid by the partner who transmitted their rights over the House or premises, increased with the appreciation that you have experienced, in accordance with the consumer price index, during the period between the dates of different partial disbursements and the date of transmission of the local housing rights.
After three months since the partner put to the attention of the Governing Council the purpose of transmitting their housing rights or local, while no expectant partner avails itself of the right of preference for the acquisition thereof, the partner is authorized to transmit, «inter vivos» to non-member third parties.
2 If, in the event that referred to in the previous number of this article, partner, without completing what it establishes is, transmit to third party rights on housing or local, cooperative, if I would like to buy them some expectant partner, shall exercise the right of withdrawal, and must refund the price that points to the previous number of this article to the purchaser increased costs referred to in number 2 of the 1.518 article of the Civil Code. The costs referred to by the number 1 of the referred Article of the Civil Code shall be borne by the partner who breached the provisions in the previous issue of this article.
The right of withdrawal may exercise, for a year, since the registration of the transmission in the land registry, or, failing that, during three months, since the retrayente had knowledge of such transmission.
3. the limitations set out in the previous issues of this article shall not apply when the partner transmit their rights over the House or premises ascendants or descendants.
Fifth section. The agricultural cooperative article 133. Purpose and scope.
1 they are cooperatives agricultural which associated with physical or legal persons, owners of agricultural, forestry or livestock farms and are aimed at the provision of supplies and services and operations, aimed at improving economic and technical partners holdings.
2 for the fulfillment of its object, the agricultural cooperatives may develop, among others, the following activities: to) acquire, develop, produce and manufacture by any procedure for the cooperative or holdings of its partners, animals, feed, fertilizers, plants, seeds, insecticides, materials, instruments, machinery, installations and other items necessary or convenient for the production and promoting agriculture.
(b) preserve, classify, manipulate, transform, transporting, distributing and marketing, even directly to the consumer, products from the holdings of the cooperative and its partners in their State natural or previously processed.
(c) acquire, for tents, clean up and improve land intended for agriculture, livestock or forests, as well as the construction and exploitation of the works and facilities necessary for these purposes.
(d) any other activities that may be necessary or convenient or facilitate the economic, technical, employment or ecological improvement of the cooperative or of holdings of the partners.
3. the agricultural holdings of the partners, for whose improvement the agricultural cooperative provides its services and supplies, must be within the territorial scope of the cooperative, established bylaws.
Article 134. Transactions with third parties.
1 the agricultural cooperatives, however the established in the previous article, may the activities of conservation, classification, manipulation, transformation, transport, distribution and marketing, even directly to the consumer of agricultural products which do not come from the holdings of the cooperative or its partners, in the following cases: to) in any case, in each fiscal year, up to 5 per 100 quantified, this percentage, independently for each of the activities in which the cooperative use agricultural products of third parties.
(b) if the provision by-laws, the maximum percentage, in each fiscal year, may reach up to 40 per 100, on the bases obtained in accordance with the provisions of the preceding paragraph. The overcoming of this percentage will be considered serious misconduct and may result in disqualification as a cooperative society.
2. when, in accordance with provisions in the previous issue, the cooperative use agricultural products of third parties, must reflect this fact in their accounting separately and clearly and unequivocally.
Sixth section. Cooperative community exploitation of the Earth article 135. Purpose and scope.
1 are cooperative community exploitation of the Earth which associated with holders of rights of use and exploitation of land or other real estate, farm, which transferred these rights to the cooperative and that lend or not work in the same, and can also associate with other individuals who, without giving in to the cooperative enjoy property rights they lend their work in the same, for exploitation in common goods donated by members and others that own the cooperative for any title.
2 cooperatives community exploitation of the Earth may develop any activity aimed at the fulfilment of its corporate purpose, both those devoted directly to obtain agricultural products as high schools the same and which relate to form or improve exploitation in all of its elements, as well as the collection, storage, characterization, transportation, transformation , sales, and distribution at the wholesale or directly to the consumer, of its farm products and, in general, few are own agricultural activity or background, complement, or a direct result of the same.
3. cooperatives community exploitation of Earth, however the established in the previous issues of this article, may the activities of conservation, classification, manipulation, transformation, transport, distribution and marketing, even directly to the consumer of agricultural products which do not come from the exploitation of the cooperative, to 5 per 100 in each exercise economic, quantified, that percentage independently for each of the activities in which the cooperative use of third party products.
When the cooperative use of third party products, should reflect this fact in their accounting separately and clearly and unequivocally.
4. in cooperative community exploitation of the Earth, its scope, set bylaws, will determine the geographical space in which the worker-members of the cooperative can usually develop their cooperativizada activity for the provision of work, and within which must be located the goods involved in the operation.
Article 136. Regime of partners.
1 can be members of the cooperatives community exploitation of the Earth: to) persons holders of rights of use and exploitation of land or other real estate liable to farm that cede such rights to the cooperative, paying or not his work in it and, consequently, they shall be simultaneously assignors partners of the enjoyment of property to the cooperative and worker-members , or only the first.
(b) natural persons who, without giving in to enjoy property rights cooperative, providing their work and that they will only have the status of worker-members.
((c) also can be members of such cooperatives in the condition of ceding of rights of use and exploitation of land or other real property subject to agricultural use: to ') the public bodies.
(b') societies in which social capital public bodies participate mostly.
(c') communities of property and rights. In this case, the community must appoint a representative to the cooperative and this will retain their rights of use and exploitation, in the terms agreed, although there is the division of co-ownership.
(d') agricultural and forestry exploitations, in hand common mountains and other institutions of a similar nature, governed by common Civil law or by provincial law, a representative must designate those to the cooperative.
2. in any case, a single vote, will correspond to each Member regardless of which attained or not worker membership with the of assignor of the enjoyment of property to the cooperative.
3 shall apply to the workers of the cooperatives community exploitation of the Earth partners, whether or not simultaneously assignors of the enjoyment of property to the cooperative, the rules laid down in this law for workers members of cooperatives of work associated with the exceptions contained in this section.
4. the number of workers with a contract for an indefinite time may not exceed 20 per 100 of the total of worker-members of the cooperative.
Article 137. Transfer of the use and exploitation of goods.
1. the statutes must establish minimum dwell time in the cooperative's partners in his capacity of Transferors of the use and exploitation of assets, which may not exceed ten years.
Completed the term of stay referred to in the preceding paragraph, if the statutes as expected, further successive periods of compulsory permanence, for terms not exceeding five years may be established. These deadlines will apply automatically, unless the partner communicates his decision cause low, with a minimum anticipation of six months to the end of the respective time of compulsory permanence.
In any case, the deadline for the repayment of the contributions to the share capital will begin to compute from the date that ends the last time of compulsory permanence.
2. Although, for whatever reason, the partner ceases in the cooperative as a transferor of the enjoyment of goods, the cooperative may retain rights of use and exploitation that were donated by the partner, for the time that is missing to complete the period of compulsory permanence of this cooperative, which, if you do use of this faculty , in compensation, shall be paid to the outgoing partner the average income of the area of the concerned goods.
3. the lessee and holders of a right of enjoyment, may transfer the use and exploitation of property for the maximum period of duration of the contract or legal title, unless this is cause of eviction or resolution of the same.
In this case, the cooperative may dispense the fulfillment of the statutory term of compulsory permanence, always the holder of rights of use and exploitation undertakes to give them time to reach its legal title.
4. the statutes shall signal the procedure for the valuation of the goods susceptible to exploitation in common.
5. any partner may transfer to the cooperative the usufruct of land or other real estate that exceed the third of the total of those included on the exploitation value, unless they were of public bodies or companies whose equity public bodies participate mostly.
6. the statutes may regulate the regime works, improvements and easements that may affect the goods whose enjoyment has been granted and due to community exploitation plan. Statutory regulation will include the regime of compensation that come as a result of these works, improvements and easements, as well as the procedure for, where appropriate, modify the accounting value of assigned assets affected by them. If the statutes as expected and the transferor partner of enjoyment has sufficient ownership to authorize the amendment, he may not object to the completion of the work or improvement or the creation of the easement. When necessary for the normal use of the affected property, the easement will remain, although the partner ceases in the cooperative or property change of ownership, provided this circumstance have been recorded in the Constitution of the easement document. In any case, the Faculty of variation contained in the second paragraph of article 545 of the Civil Code shall apply.
For the adoption of agreements relating to this issue, it will be necessary for most referred to in number 1 of article 49 to understand the vote of partners representing at least 50 per 100 of the total assets whose use has been granted to the cooperative.
7. the statutes may establish standards that members who have been assigned to the cooperative the use and exploitation of assets, are obliged to not transmit to third party rights over such property preventing the use and exploitation of them by the cooperative during the time of compulsory permanence of the partner of the same.
8. the partner that was low compulsory or voluntary at the cooperative, described as justified, will transmit their contributions to the share capital of the cooperative to his spouse, ascendants or descendants, whether they are partners or acquire such status in the period of three months from that low.
9. the statutes may provide that which has been designated collaborator or successor to a family farm by application of the provisions in the law 49/1981, dated December 24, of the Statute of the family farm and the young farmers, may represent the transferor partner of right of use and utilization of goods in general assemblies and elected to the posts of Member of the Executive Council and Comptroller.
Article 138. Economic regime.
1. the statutes shall set the minimum compulsory contribution social capital to be partner, distinguishing which must be as a transferor of the enjoyment of property and the worker member.
2. the partner having the double condition of assignor of the enjoyment of property and social worker, evidently in one of them, entitled to the reimbursement of the contributions based on the condition that ceases in the cooperative, whether the assignor's goods or social worker.
3. members, in their status as worker-members, receive labor advances pursuant to associated work cooperatives, and as assignors of the use and exploitation of property to the cooperative, shall receive, for such transfers, the usual rent in the area for similar farms. The sums received by advances mentioned labour and incomes will be on account of the final results, in the exercise of the activity of the cooperative.
A_efectos_de the provisions of paragraph a) of article 83, both mentioned pensions and labor advances shall be regarded as deductible expenses.
4 returns will be credited to the partners in accordance with the following standards: to) the surpluses available that have their origin in the goods included in the exploitation titles other than the assignment to the cooperative of the enjoyment thereof by the partners, shall be charged to those who have the status of worker-members, according to the standards established for associated work cooperatives.
((b) the available surpluses that have their origin in the goods whose enjoyment has been granted by the partners to the cooperative, shall be charged to members in proportion to their respective cooperative activity, the terms listed below: to ') the activity consisting in the grant to the cooperative of the enjoyment of the farms will be valued taking the usual income as module in the area for similar properties.
(b') the activity consisting in the provision of work for partner will be valued according to the salary of the agreement in force in the area for his job, although he had perceived labor advances of different amount.
5. the allocation of losses will be made in accordance with the rules laid down in the previous issue.
However, if the exploitation of goods whose enjoyment has been granted by the partners would lead to losses, which correspond to the cooperativizada activity of provision of work on such property, shall be charged entirely to the Reserve Fund and, failing, partners in their status as assignors of the enjoyment of property, to the extent necessary to ensure a minimum compensation equal to 70 per 100 workers members of the remuneration paid in the area for equal work, and in any event not less than the amount of the national minimum wage.
Seventh section. Cooperatives of services article 139. Object.
1 are service cooperatives which associated individuals or legal holders of industrial aquaculture or services and professionals and artists who exercise their activity on their own, and are aimed at the provision of supplies and services and carrying out operations aimed at the economic and technical improvement of professional activities or holdings of its partners.
2 can be classified as services cooperative one in whose partners and object there are circumstances or characteristics that permit their classification as provided in another section of this chapter.
3 for the fulfillment of its object, the cooperatives of services may develop, among others, the following activities: to) acquire, develop, produce, manufacture, repair and maintain tools, machinery, installations and any materials, products and elements necessary or convenient to the cooperative and professional activities or holdings of its partners.
(b) to exercise the partners of ancillary or complementary industries, as well as preliminary operations or finalize changes favoring the holdings of the partners or professional activity.
(c) transporting, distributing and marketing of services and products from the cooperative and professional activity or holdings of the partners.
(d) in general, any other activities which are necessary or desirable or facilitate the economic, technical, employment or ecological improvement of the professional activity or holdings of the partners.
4. Notwithstanding provisions in the previous issues of this article, the cooperatives of services, if the expected its statutes, may perform activities and services cooperativizados with non-member third parties, up to 10 per 100 of the total volume of cooperativizada activity carried out with partners.
When the cooperative concerned activities or services cooperativizados with non-member third parties, they must be reflected in its accounting of separately and clearly and unequivocally.
Article 140. Name and scope.
1. cooperatives of services may use terms that reflect and are consistent with the characteristics of the activity that the partners that make up the cooperative to develop and the economic sector, branch or professional activity which corresponds to society as a cooperative mining, retail, hospitality or other similar in its name.
2 holdings of the partners who receive the services and supplies of the cooperative shall be located within the territorial scope of the society, established bylaws. So professionals or artists can be integrated as partners in the cooperative must develop its usual activity within the concerned territorial scope of the society.
Section eight. Of the cooperatives of the Sea article 141. Purpose and scope.
1 are cooperatives from the sea which associated with fishermen, shipowners of ships, brotherhoods, holders of algae, cetáreas, fishermen and families shellfish nurseries, farms of fishing dealers and, in general, physical or legal persons owners of farms engaged in fishing activities or industries maritime fisheries and arising, in its various forms from the sea, RIAs and marine lagoons , rivers, lakes and ponds of fresh water, and professionals on their own for such activities, and are aimed at the provision of supplies and services and operations, aimed at the economic and technical improvement of professional activities or holdings of its partners.
2 for the fulfillment of its object, the cooperatives of the sea will develop, among others, the following activities: to) acquire, develop, produce, manufacture, repair, maintain and scrapping tools useful fishing, machinery, facilities, whether or not refrigerated, fishing boats, animals, embryos and copies for reproduction, grass and any other products, materials and elements necessary or convenient for the cooperative and professional activities or holdings of the partners.
(b) preserve, classify, transform, distribute and commercialize, even consumer products from the cooperative and professional activity or holdings of the partners.
(c) in general, any other activities which are necessary or desirable or facilitate the economic, technical, employment or ecological improvement of the professional activity or holdings of the partners.
3. Notwithstanding provisions in the previous issues of this article, shall apply to the cooperatives of the sea expected on operations with third parties in article 134, while referring to fishery products.
4. in relation to the scope of this kind of cooperatives shall apply the provisions of paragraph 2 of article 140.
Ninth section. Carriers article 142 cooperatives. Purpose and scope.
1 they are cooperatives of carriers that associated with natural persons or legal, holders of transport enterprises or professionals that they can exercise the activity of carriers of persons or things in any field, including local, or mixed, and are aimed at the provision of services and supplies and operations, aimed at the economic and technical improvement of farms of its partners.
2. cooperatives of carriers, for the fulfilment of its object, may develop, among others, activities which, in relation to the holdings of the cooperative and its members, designates the number 3 of article 139.
3. in relation to the scope of this kind of cooperatives shall apply the provisions of paragraph 2 of article 140.
Tenth section. Article 143 insurance cooperatives. Purpose and scope.
1 are insurance cooperatives that exercise insurance activity, in branches and with the requirements established in the law on management of the private insurance and supplementary provisions, in any of the following ways: to) insurance cooperatives to prima variable, formed by physical or legal persons, which are intended to cover common account of the risks insured to its partners through the collection of levies after claims, being the responsibility of the same joint, proportional to the amount of the respective capital secured in itself LCCU and limited to that amount.
(b) insurance premium fixed cooperatives, formed by physical or legal persons, which are intended to cover members of the risks insured with a fixed premium payable at the beginning of the period of risk.
(c) insurance of associated work cooperatives, formed only by individuals that contribute their personal work and whose business is to cover risks to any insured.
2. the scope of insurance cooperatives fixed prima and prima variable will determine the territory within which made its insurance operations and will be located the risks that ensure and insurance cooperatives of associated work, determine the territory which should be located cooperativizados workplaces.
3. insurance cooperatives are governed, first, by the rules laid down in the law on management of the private insurance and, as does not object to this, by this law, being applicable to insurance cooperatives of associated work the special rules governing cooperatives of work associated.
Eleventh section. The cooperative health article 144. Object and applicable standards.
1 are health co-operatives insurance co-operatives whose business consists in covering risks relating to health partners or policyholders and the beneficiaries thereof.
2. to health cooperatives shall them apply the rules laid down in this law for cooperatives in insurance premium fixed, when they relate to coverage, to its partners and beneficiaries of these, of the health-related risks.
3. when the health cooperative associated to health professionals and non-medical personnel, the rules laid down in this Act will be application regulators of insurance cooperatives of associated work.
4. when a second or further degree cooperative integrate at least one health cooperative, that may include in its name the term «Health».
Twelfth section. By the cooperatives of education article 145. Object and applicable standards.
1 are teaching unions which develop teaching activities at various levels and modalities, in any branch of knowledge or training technical, artistic, sports or others. They may be also, as complementary, related activities or providing training activities.
2. when teaching unions will them apply the rules laid down in this law for cooperatives of consumers and users, when they associate to the parents of the students, their legal representatives or the students themselves.
3. when the cooperative education associate professors and staff not teaching and services, rules of this law will be of application regulatory work associated cooperatives.
Thirteenth section. The cooperative educational article 146. Features and object.
1. the educational cooperatives, enabling the access of young people to the practical knowledge of the techniques of business organization, framed in democratic criteria and solidarity of the cooperative structure, associated students of one or more educational institutions and are intended to ensure, in the best conditions of quality, information and price for use or consumption, goods and services necessary for teaching life and cultivation of leisure of the partners. The aforementioned goods and services can acquire them the cooperative or be produced by the same.
2 the educational cooperatives may take the following forms: to) supply to members books, school, educational or scientific material and recreational items.
(b) for services directly related to study, cultural, sports and recreational activity of the partners, such as residences, dining rooms, bars, transport, sports facilities and other similar.
3. the statutes shall lay down Center or schools whose students can integrate as members of the co-op. The EESC as a student of the school determines mandatory cooperative downward, unless the statutes provide for the possibility of their tenure as partner, up to a maximum time of one year, from the date they ceased as students of the teaching Center.
4. the members of the educational cooperatives never respond personally social debts.
5 minors, if not expressly stated the opposition of their parents or legal representatives, will be able to apply for and acquire membership of educational cooperatives and are empowered to make and take many acts and obligations belong to partner status. However, it shall not apply to the minor partner as provided in number 4 of article 73 on the power of the cooperative can take legal action against the delinquent partner in the disbursement of their contributions to the share capital or the obligation of reparation to the cooperative of the damages caused by the default partner.
6. for the registration of educational cooperatives in the register of cooperatives will be mandatory prior report of the Ministry of education and science.
7. when, according to the statutes of the cooperative education, more than 30 per 100 of the total of members, may be underage, the registration of the company in the register of cooperatives will the conformity of the School Board or, in absence thereof, of the highest authority in the decision, at least one of the schools, from those provided for in the statutes require whose students can integrate as members of the co-op.
8 schools, whose students can be members of the cooperative education, shall be within the territorial scope of the cooperative, established bylaws.
Article 147. Performance and economic regime.
1. the members of the Executive Council shall be elected for the period of time specified in the statutes, which may not exceed two years and may be re-elected.
2 educational cooperatives in which, in accordance with its statutes, at least 70 per 100 of its partners must be of legal age, shall apply, in terms of its operation, with the exceptions set out in this section, the General rules of the Act, including which establishes the need to be of legal age to be able to play the positions of members of the Executive Council or Comptroller.
3 educational cooperatives in which, in accordance with its statutes, more than 30 per 100 of the total of members, may be under age, shall apply the following rules: to) at least 30 per 100 of the members of the Executive Council must be underage partners.
(b) the external auditors will be partners, either major or minor.
c) shall designate a moderator of the cooperative.
When, according to the statutes, only to be members of the co-op students a unique educational centre, will the appointment of the Advisory correspond to the School Board and, failing that, to the highest authority in the school decision.
If, in accordance with the statutes, may be members of the cooperative students of various schools, statutes shall designate and, if necessary, be regulated, the body that has to appoint the Advisory.
(d) may be appointed advisors, members of the teaching staff of the centres where students can be members of the cooperative, the parents of these students and elderly members; in the latter case, Adviser will be incompatible with any other of the cooperative.
(e) the assessor shall be appointed for a period of two years and may be re-elected indefinitely.
f) Advisor shall be entitled to attend the meetings of the General Assembly and the Governing Council, with voice and no vote, and with the Faculty of veto the agreements of the Assembly and the Executive Council, within a period of five days since he had knowledge thereof. The veto will be immediately Executive, without prejudice to the obligation of the Advisory to inform the body that appointed him, within a period of ten days from the date on which vetoed the agreement, of the reasons which determined his decision, and Faculty of the Governing Council of appeal the veto to this body, which will solve.
4. in educational cooperatives, 60 by 100 of the net surplus will be allocated to the mandatory reserve fund and the remaining 40 per 100 to the education and promotion fund.
Chapter XIII of the cooperatives of second and further degree and other forms of economic cooperation article 148. Second and subsequent degree cooperatives.
1. for the fulfillment and development of common goals of economic order, two or more cooperatives second or further degree.
In second or further degree formed by agricultural cooperatives unions, may also be partners, not exceeding 25 per 100 of the total number of partners, the agrarian transformation societies integrated only by owners of farms or agricultural workers.
2. in the General Assemblies of the cooperatives of second or further degree, each cooperative partner their respective President, may also represent another Member of the same, will represent you if it were designated for that purpose, for each Assembly, by resolution of its governing body.
The representation of the cooperative partners not may delegate to another partner of the cooperative of second or further degree.
3. the members of the Governing Council, the external auditors and the liquidators of the second or further degree, shall be elected from among the candidates presented by the respective cooperative partners, which will have to be members of the same. With respect to the liquidators may also be elected members.
He elected, once accepted his appointment, will act as if it were on its own behalf and hold the post during the entire period. However, he shall cease in charge if you lose membership in the cooperative's origin. Members of the Executive Council will also stop in charge if the General Assembly of the respective cooperative which is a partner, agreed to withdraw the confidence that determined its proposal as a candidate.
4. in the meetings of the General Assembly of the second or subsequent degree cooperatives, the members of the Governing Council, the external auditors and, where appropriate, the liquidators, not may represent at these general assemblies cooperatives partners, without prejudice to their obligation to attend to them with voice and vote.
5. in case of dissolution of the cooperative of second or further degree, resulting liquid having will be distributed between partners in proportion to the amount of the return received in the last five years or, failing that, from the Constitution, and must always be used for reserve fund required of each of them.
(6. the returns received the cooperative partners of the second or further degree, as well as the interest that accrued for his contributions to the social capital of the same, and in the case of the number 3 (c) and article 81) number 2 of article 85, shall have the character of extracooperativos benefits and shall not les application as provided in subparagraph (b)) of article 83.
7 firstly,. cooperatives of second or subsequent degree shall be governed by the specific rules and, failing that, by the standards of a general nature of this law.
Article 149. Other forms of economic cooperation.
The cooperative societies, either first or second or subsequent, may collapse corporate links or form consortia with other individuals or legal entities, to facilitate or ensure business activities that develop for the attainment of its objects. In addition, cooperatives can purchase the member status in another cooperative society.
Surplus, profits or interest obtained by cooperatives by shares or investments made in the cases referred to in the previous paragraph, will be allocated to the mandatory reserve fund.
Title II of the civil service and the cooperative 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 economic and representative integration structures, whose freedom and autonomy guarantees.
Article 151. Administrative action.
The Government will act on the cooperative agenda, in General, through the Ministry of labour and Social Security, which will provide the resources and services necessary for the performance of its functions of promotion, dissemination, training, inspection and registration, without prejudice to the powers of other ministerial departments based on business activity that develop cooperatives for the fulfillment of its social object.
Article 152. Temporary intervention of cooperatives.
1 when a cooperative circumstances which jeopardize interests of third parties or partners, the public administration may agree the following measures: to) the designation of one or more officials with the ability to establish the agenda of the General Assembly, convene it and preside over it, so that it can adopt the relevant agreements.
(b) the temporary intervention of the cooperative by officials who are designated, without whose approval the resolutions adopted and the decisions taken by the governing bodies of the cooperative, shall not be valid and shall be null and void.
(c) the temporary suspension of the performance of the social organs of the cooperative, naming one or more provisional administrators who will assume those functions.
2. for the adoption of the measures referred to in the previous number, will need the prior report of the Superior Council of cooperatives which shall issue it in a period of ten days having elapsed evacuee by this period.
The adoption of the measure referred to in paragraph to) the previous number, will be responsibility of the Minister of labour and Social Security. Will correspond to the Council of Ministers, on a proposal from the Minister of labour and Social Security, the agreement of the measures referred to in paragraphs b) and (c)), will be executive since the day of its publication in the «Official Gazette».
Article 153. Inspection, infringements and sanctions.
1. the Inspector function on the implementation of cooperative legislation, shall be exercised by the Ministry of labour and Social Security, through the inspection of labour and Social Security, notwithstanding inspection functions that correspond to the various ministerial departments because of the specific legislation in force.
2. the cooperative societies are subjects responsible for the actions and omissions contrary to this Act and the statutes of the cooperative, as well as members of the Governing Council, the external auditors and liquidators in that they are personally attributable.
(2.1 are minor offences: to) not to credit the contributions to social capital in titles or books of participation registered.
(b) lack or do not carry the day social books listed in number 1 of article 90.
(c) not carry mandatory accounting books, the day for more than six months from the last seat practiced.
(d) formulate in writing, within the legally established deadline, the auditor or auditors, its report on the annual accounts.
(2.2 are serious breaches: to) not to convene the ordinary General Assembly in time and form.
(b) not to renew or to cover the charges of corporate bodies where appropriate by legal or statutory.
(c) breach the rules on participation of the salaried staff of the cooperative in the Executive Council or the available surplus.
(d) set, paid or credited for contributions to the share capital interest higher than the established legally maximum or, where appropriate, less than the established legally minimum.
(e) credit cooperative returns does not have to whom the condition of partner, or causes other operations, services or cooperativizadas activities undertaken by the partner.
(f) not attributed the fiscal losses or impute them violating rules laid down by the law, the statutes or agreements of the General Assembly.
(g) not to use or provide to the mandatory reserve fund or to the education and promotion, in the cases and the amount that lays down the law, the statutes or agreements of the General Assembly.
(h) the violation of the rights of members or, where appropriate, of the partners, in the field of information; as elector and eligible for the positions of corporate bodies; to participate, 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 duties arising from this Act.
(2.3 are very serious breaches: to) not to submit the annual accounts to external audit, carried out in accordance with legal regulations, in cases that establish it the law, statutes, agree them to General Assembly or request it 15 per 100 members of the cooperative.
(b) apply the education and promotion fund amounts to purposes other than those provided for by law.
(c) breach the rules governing the fate of the result of the regularization of the balance of the cooperative or the update of the contributions of members to the social capital.
(d) distribute among members of reserve funds or, in the event of liquidation of the cooperative, the excess asset.
3 minor, serious and very serious infringements will graduate to its corresponding sanction, minimal effects, intermediate and maximum degree, according to the number of affected partners, social impact, malice or falsehood and economic capacity of the cooperative: a) the minor misconduct will be sanctioned with a fine, to its minimum extent, 5,000 to 10,000 pesetas; in his middle-grade, 10.001 to 25,000 pesetas, and at its maximum extent, of 25.001 to 50,000 pesetas.
(b) serious misconduct will be sanctioned with a fine, to its minimum extent, 50.001 to 75,000 pesetas; in his middle-grade, 75.001 to 150,000 pesetas, and at its maximum extent, of 150.001 to 250,000 pesetas.
(c) the very serious misconduct will be sanctioned with a fine, to its minimum extent, 250.001 to 500,000 pesetas; in his middle-grade, from 500.001 to 1.000.000 pesetas, and at its maximum extent, limit amounts 1,000,001 to 5,000,000 pesetas.
4. Notwithstanding provisions of the previous numbers, when the circumstances of the case warrant in accordance with the economic volume of the cooperative, social impact of it, as well as the number and condition of its partners, may impose the penalty corresponding to the rating of the lower immediate offence.
5. the persistent violation, when it was previously subject to disciplinary record whose resolution has caused State administrative, will constitute a new offence punishable.
6. violations will be sanctioned with a fine, on a proposal from the Inspectorate of labour and Social Security, the Ministry of labour and Social Security to one million pesetas and the Council of Ministers, on a proposal from the labour and Social Security, to five million pesetas.
7. the processing of the disciplinary proceedings will take place in accordance with the administrative special procedure of imposition of sanctions for violation of social laws and for the payment of Social insurance contributions, while solving record penalties for very serious offences will be mandatory prior report of the upper Council of cooperatives, which will issue it at the end of forty days given by evacuee if it had not delivered it within that period.
Article 154. Disqualification of cooperatives.
1 may lead to disqualification of a cooperative society: to) those listed in article 103, on causes of dissolution, with the exception of those referred to in items 1, 8 and 10.
(b) Commission of serious violations of mandatory or prohibitive norms of this law.
2 procedure for disqualification shall conform to the law of administrative procedure, with the following particularities: to) inform the mandatorily the Inspectorate of labour and Social Security, as well as the Superior Council of the cooperative movement, and if had not issued the reports within the period of thirty days, they will be taken by evacuees.
(b) in the process of hearing society, the governing body is personará or, in their absence, a number of members not less than three. When it is not produced or weren't such a possible appearance, processing will be fulfilled published the corresponding notice in the «Official Gazette» the province or the autonomous region of the registered address of that one.
(c) the administrative decision of disqualification will be reviewable in legal proceedings and, if you use, while not justifiably judgment will not Executive.
(d) shall be competent to agree the disqualification on the Minister of labour and Social Security.
3. the disqualification, once firm, will take effect registration of trade and will involve the dissolution of the cooperative society.
Article 155. Consideration of wholesalers.
1. the cooperative societies shall be wholesalers and will detail as retailers in the distribution or sale, regardless of the rating that corresponds to them for tax purposes.
2. the deliveries of goods and services provided by co-operative societies to their members, whether they produce or acquired from third parties for the fulfillment of its social goals, not shall be regarded as sales.
Article 156. Special rules for certain categories of cooperatives.
1 cooperative of consumers and users, as well as the condition of wholesalers, provided for in article 155, by what will be of application prices or fees, will also have, for all purposes, the condition of direct consumers to stock up or provide third-party products or services which needed them for their activities.
2. it shall be deemed, for all purposes, internal cooperative activities and will have the character of primary processing operations which made the agricultural cooperatives and cooperatives of second or further degree, grouping them with products or materials, even supplied by third parties, provided that they are exclusively intended to the holdings of its partners.
3. cooperatives of work associate and the second or further degree grouping them, shall have priority in case of tie in contests and auctions for contracts for works or services of the State and other public bodies.
4. housing cooperatives are entitled to the acquisition of land for public management through the system of direct award, for the fulfilment of its purposes.
5. cooperatives which focus their businesses by fusion or other cooperatives of second or further degree, as well as by means of temporary marriages, will enjoy all of the benefits granted in grouping and concentration of companies legislation.
Article 157. Election of the notary and notarial fees.
1. cooperatives shall freely designate the notary authorising all acts and contracts to which they are parties. Except only the acts and contracts involving also persons or bodies subject to turn to deal.
2. the notarial tariffs, in cases in which the public deed or any other notary public instrument come imposed by cooperative legislation, will have a reduction equal to that is granted to the State.
Title III of chapter first associations cooperative associations cooperatives article 158. General principle.
For the defense and promotion of their interests, in the cooperative societies, they may associate freely and voluntarily in unions, federations and confederations of cooperatives, without prejudice to be eligible for any other associative formula, in accordance with general legislation regulating the right of Association.
Article 159. Unions of cooperatives.
1 may be associated in unions of cooperatives: a) the cooperative societies of the same class, any that is economic activity that develop, and cooperatives of second or subsequent degree integrated mainly by cooperative of the same kind as those, or b) societies cooperatives of the same kind to develop, predominantly or among each other, the same economic activity, identified with the numbering and nomenclature set out in the annex to the Decree 2518 / 1974 August 9, on the national classification of economic activities, and in its complementary norms.
2 Union cooperatives may be integrated into other existing Union of not less scope, or constitute a new cooperative Union area not less than the one of the unions that created it.
In the cooperative unions constituted only by unions, also may integrate directly cooperative societies, if those statutes are not opposed.
The cooperative societies and associations of cooperatives, regardless of the terms that are designated, constituted in accordance with the cooperative legislation issued by the respective autonomous community, with which they are applied depending on its scope, can be integrated in an already existing cooperative Union or constitute a new higher level to the territory of the autonomous community concerned.
3 unions of cooperatives formed by agricultural cooperatives, they may also integrated agrarian society of transformation, as well as entities involving groups of agricultural producers, to have these or not the status of cooperative society.
4. for the establishment and functioning of a Union of cooperatives will be accurate, at least five cooperative societies or two unions of cooperatives.
5 social organs of the unions of cooperatives will be: the General Assembly, the Executive Council and the Auditors.
The General Assembly will consist of representatives of directly associated cooperatives and, where appropriate, the unions that comprise it.
Statutes regulate the right to vote, and must establish limitations to plural vote.
The Governing Board shall consist, at least three members. If the statutes as expected, may appoint is up to one-third of the Executive Council persons of recognised prestige or cooperative experience, although 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, will coincide with the territory of an autonomous community may be integrated by: to) cooperatives unions whose scope is not more than the Federation, any that is kind of the cooperatives that comprise.
(b) cooperative societies which have their registered office within the scope of the Federation of cooperatives and that do not belong to a Union which, in turn, is integrated in the same). No cooperative can belong to more than one Federation.
2. for the establishment and operation of a Federation of cooperatives will need to, directly or through joints that integrate it, associated, at least ten cooperatives that are not all in the same class.
3. the unions of State cooperatives and federations of cooperatives may associate in confederations of cooperatives, which, in any case, will have State-level.
4. for the establishment and operation of a Confederation of cooperatives will be accurate, at least four federations of cooperatives belonging to autonomous paths.
5. no Federation, Union of cooperatives or associations referred to in number 6 of this article, may belong to more than one Confederation of cooperatives.
6. also, can integrate into the confederations of cooperatives or constitute, cooperative associations which group together to cooperative societies of different class, irrespective of the terms with which such associations are designated and constituted in accordance with the cooperative legislation issued by the corresponding autonomous community.
7. the social organs of the federations and confederations of cooperatives will be the Governing Council and the General Assembly which, in turn, will act in full and Permanent Commission.
Statutes shall establish the composition and the number of members of the General Assembly, and may set a maximum percentage of corresponding to a same class of cooperative members. Also, establish rules for the election of the members of the General Assembly and the right to vote in this, and must set limitations to the plural voting.
Yes the statutes as foreseen, the plenary of the General Assembly may appoint up to a 10 by 100 more members of the same, among persons of recognized standing and cooperative experience.
The Governing Board shall consist, at least three members. The members of the Executive Council and the Standing Committee shall be elected by the plenary of the General Assembly.
Article 161. Rules common to the unions, federations and confederations of cooperatives 1. Corresponds to the unions, federations and confederations of cooperatives: to) represent members who together according to what established its statutes.
(b) exercise the conciliation in conflicts arising between cooperatives societies involving or between them and their partners.
(c) organizing advice, audits and legal or technical assistance services and how many are suitable to the interests of its members.
(d) participate, upon Government request, in the institutions and bodies, in order to the improvement of the legal system and institutions of the socio-economic system.
(e) encouraging the promotion and cooperative training.
(f) exercise any other activity of a similar nature.
2 unless statutory instead, the cooperative societies, as well as unions and federations of cooperatives for their direct association in other unions, federations or confederations of cooperatives, they shall specify, at least, the agreement of their respective Councils guiding, notwithstanding that the agreement must be ratified by the first General Assembly to celebrate them.
3. for the Constitution of a Union, Federation or Confederation of cooperatives, must be incorporated into the application for registration, certification of the agreement of the Council Rector of the cooperative societies, unions or federations that constitute it.
4. in the name of associative organizations of cooperatives must include, respectively, the words «Cooperative Union», «CHF» or «Confederation of cooperatives» or their corresponding abbreviations «u. coop.», «f. de Coop» and «C. Coop.», and may not adopt an identical to the other entity's previously registered appellation. Unions of cooperatives may include in its name the terms "Federation" or "Confederation", provided that in this name include the class or economic activity of cooperatives that associates, to include the term "Confederation" should associate, to the minor, two marriages.
The unions of cooperatives which concur the course referred to in to), the number 1 of article 159, as well as federations and confederations of cooperatives, to include in its name terms that refer to a particular geographical area, must prove that they associated, directly or through partners, 20 per 100 at least, cooperatives societies registered and not dissolved, with registered office in this geographically, for the purpose of the referral percentage, if it's unions be computed only cooperatives in the same class and, if it is for federations or confederations, all cooperatives are counted any which is his kind and, in any case, regardless of the character State or autonomy of the cooperative law applicable to such cooperative societies.
5 unions, federations and confederations of cooperatives incorporated under this Act to acquire legal personality and full capacity to act shall deposit, by means of its promoters, in the corresponding register of cooperatives, public deed which shall contain: 1 relationship of entities promoting.
2. certification of the agreement of Association, at least, the governing body of each of them.
3rd the composition of the bodies of representation and Government of the entity.
4th the section Central of the registration certificate of cooperatives the direction General of unions and labor societies of the Ministry of labour and Social security that there is no other entity with identical name.
(5th the bylaws: the statutes shall contain: a) denomination.
(b) the domicile and territorial and functional scope of the entity.
(c) the bodies of representation, Government and administration and operation, as well as the regime of elective provision of their charges.
(d) the requirements and procedures for the acquisition and loss of the status as well as the regime of modification of statutes, merger and dissolution of the entity.
(e) the economic regime of the entity that establishes the nature, source and destination of their resources, as well as the media enabling partners to learn about the economic situation.
The register of cooperatives will have, within thirty days, the advertising of the deposit or the requirement to its promoters, only once, so that, in the term of another thirty days, they remedy the defects observed. After this deadline, the registration of cooperatives will have advertising or reject the deposit by a resolution exclusively founded on the lack of any of the minimum requirements referred to in this title.
The publicity of the deposit will be held in the «Official Gazette» corresponding.
The entity will acquire legal personality and full capacity to act within thirty working days from the requested deposit, unless the register of cooperatives had formulated reservations or, in your case, rejected the deposit.
The modification of the statutes of associations formed cooperatives shall follow the same procedure regulated in this issue.
6 shall apply to cooperatives associations, on a subsidiary basis, and, as appropriate according to its nature, the provisions of this law for cooperatives societies. In any case, shall not apply to such associations cooperatives established in number 3 of article 62 and in articles 152, 153 and 154.
7 unions, federations and confederations of cooperatives must notify the registration of corresponding cooperatives, within the period of one month since there is the fact, the ups and downs of its direct partners, accompanying, in cases of high, the agreement of partner certification.
Chapter II the Council Superior of the cooperative article 162. Top cooperative Council.
1. the Higher Council of the cooperative movement, with its own legal personality and full capacity to act, is the organ of the Central Administration of the State for all the activities that are related to cooperativism and advisory.
2. the Council of cooperatives will be integrated by representatives of the Central Administration, the autonomous administrations and associations of cooperatives from State level, in accordance with the rules established the Government, on the proposal of the Minister of labour and Social Security, structure and composition of the Council.
3 functions of the Superior Council of the cooperative movement are the following: to) inform, decide or make propositions about any legal or regulatory provision directly affecting the cooperative societies.
(b) to facilitate planning and collaborate in the implementation of programmes of development and promotion of the cooperative movement, as well as in cooperative education and training.
(c) to intervene in the conflicts that arise in cooperative matters, by means of arbitration and conciliation, as regulated in article 163.
(d) the others which entrusted the present law.
Article 163. Cooperative conciliation and arbitration.
1 in the resolution of conflicts that arise between cooperative societies or between these and its partners or associates, the Superior Council of cooperatives will have a double competence: to) the previous voluntary conciliation until the claimant exercise action before the courts. If conciliation is not achieved, the parties may make use of the actions which they are entitled.
What was agreed at conciliation shall have effect of court ruling Executive for courts and compulsory for the parties.
The Government, on the proposal of the Minister of labour and Social Security, will establish the rules which should satisfy the conciliation procedure.
(b) the arbitration of law or in equity. The Superior Council of cooperatives may issue arbitration awards with effects of court ruling Executive for courts and compulsory for the parties. It will be necessary that those have been forced previously through arbitration commitment, well either in voluntary either made forcibly by court judgement pursuant to a previous arbitration clause inserted in the statutes of the cooperative societies or out of these.
If the commitment is right to arbitration, the award will be issued and signed by one or three graduates in law, Member of the Superior Council of cooperatives or members of the Arbitration Court cooperative Council is empowered to appoint between graduates in law.
If the compromise is arbitration of equity or friendly composition may issue and sign the award, on behalf of the Council, members of this, whether or not lawyers or members of the Court of arbitration cooperative.
The procedure and resources of both cases will be the regulated in State law on arbitration of private law.
2. the presentation to the Superior Council of cooperatives of the application of a previous voluntary conciliation or a demand for arbitration will serve to interrupt prescription, and suspend the calculation of the time limit for the exercise of the action.
ADDITIONAL provisions first.
Competencies that are attributed to the Council of Ministers, Minister of labour and Social Security and Director General of cooperatives and labour societies in this law shall be attributed to the corresponding bodies of the autonomous communities that have the execution of cooperative legislation, cooperatives societies that can develop its activities cooperativizadas exclusively within the territorial scope of the respective autonomous community among the competences which have taken.
The powers conferred under this Act to other ministerial departments shall be attributed to the organs of the Central Administration or of the autonomous communities in accordance with the rules governing such matters.
Within the time limits set out in this Act for days will be calculated the skilled, excluding holidays and the fixed for months or years are calculated from date to date. When there was no day equivalent to the initial of the computation in the month of expiration, means that period expires the last month.
When the last day of the period is unqualified, it means extended to the first working day following.
In accordance with the standards listed below are designated, the agrarian society of transformation can transform into agricultural cooperatives societies, community land exploitation or work associate, and civil or mercantile societies in which these workers are holders, at least, 50 per 100 of social capital, and any partner holds more than 25 per 100 of the concerned social capital as well as business corporations may become associated work cooperatives.
1. the transformation agreement must be adopted in the Board or General Assembly, held in accordance with the rules which are applicable by a majority of more than half of the votes of the society.
The agreement will be published in the «Official Gazette» the province or the autonomous community in which the company has its head office and in a newspaper of wide circulation in the province.
2 the transformation agreement will require partners who voted in his favor. Dissident members may be separated from society receiving the part that corresponds to them in the company's assets. In your case, liquid heritage shall be calculated according to the special balance of transformation, closed with three months before the convening of the Board or General Assembly, which has to agree on the transformation and deposited at the registered office at the disposal of the partners from the same day of the call.
The separation from partner will take place whenever the dissenting partner not adheres to the agreement within the period of one month, counting from the day of its adoption. Not attending to the Board or General Assembly members be cut off if within the period of one month from the date of the notice referred to in the previous number so express it in writing.
3. the transformation shall be recorded in writing, which shall be entered in the register of cooperatives, and to contain, in any case, the mentions required by this law for the Constitution of the cooperative society of the class concerned, the balance referred to in the previous number, the ratio of members who have not made use of the right of separation and the amount of the sums of the company's assets as well as the final balance sheet stating the required modifications, where appropriate, by the exercise of the right of separation.
4. members of the societies that are transformed, when they manifest it and approved by the Board or General Assembly adopted the agreement of transformation, instead of joining as partners of the new cooperative society may do so on the condition of partners.
5. the transformation in cooperative societies does not release members who transformed societies have personal responsibility, solidarity or unlimited, respond in debts incurred prior to the transformation of society, unless the creditors have expressly consented to the transformation.
6. the transformation effected pursuant to the stipulated in the previous numbers will not change the legal status of the society, which will continue living in the new form, meaning that there is assignment or transfer, for the purposes of the law on urban and rural leases, but the cooperative is continuation in the lease, must recognize the rental property , and without failing or eviction by the landlord action can be justified. The same means with respect to trade names, trademarks, patents and any other securities and rights to be the transformed company and to pass, by the agreed-upon transformation, the Union charged that.
7 shall be exempt from property transfer and stamp tax all the acts necessary for the transformation into a cooperative society referred to in this additional provision.
8. with respect to public instruments that are to be granted on the occasion of the transformation shall apply the provisions of article 157 of the law, on choice of notary and notarial fees.
1 the worker-members of cooperatives of work associated will enjoy the benefits of Social Security, and can choose the cooperative among the following modes: to) as assimilated workers employed. These cooperatives will be integrated in the General regime or any of the Special Social security schemes, as appropriate, in accordance with its activity.
(b) as in the special scheme for self-employed workers.
Cooperatives will exercise the option in the statutes, and may only modify the option on the assumptions and conditions that the Government set.
2. in any case, shall not apply to cooperatives of work associate, or cooperative community exploitation of the Earth, nor to the worker-members that compose them, contribution and benefits of the wage guarantee fund regulations.
3. the worker members of the cooperatives community exploitation of the Earth, for the purpose of Social Security, will be, in any case, assimilated workers employed.
4. the partners of work referred to in article 30 of this law, for the purpose of Social Security, will be, in any case, assimilated workers employed.
5. up to not including the professional group of schools or professional associations of physicians occurs in the Social security system, in accordance with the provisions of Royal Decree 2540 / 1980, of 24 October, number 1 of this additional provision shall not apply to professionals in such schools or associations that are working partners of health cooperatives referred to in number 3 of article 144 of this Act.
6 authorizes the Government to regulate the scope, terms and conditions of the option provided for in this provision, as well as for, in your case, adapting the rules of Social security schemes to the peculiarities of cooperative activity.
1. cooperatives that have a normal volume of operations more than 250.000.000 pesetas, according to accounts of the last financial year, shall designate for the successive, by agreement of the Executive Council, advisory counsel.
2. the Adviser lawyer sign, ruling if they are adjusted right, all agreements adopted by the General Assembly and those of the Governing Board, that are registered in a public register, whether he attended appropriate sessions as if not.
Certifications of the agreements that have to be entered in a public register will also carry consistent that in the proceedings include those agreements audited by counsel Advisory, indicating its number of collegiate in any case.
3. the exercise of the function of Letrado-Asesor will be inconsistent with the positions of Member of the Executive Council, of the resources Committee, financial controller or Director.
4. the Letrado-Asesor responds civilly liable in case of professional negligence against the cooperative, its members and third parties.
5. the relationship between the lawyer and the cooperative may be leasing services as professional liberal, labor, or corporate contract worker partner or partner of the cooperative work.
Cooperatives that comprise them, the associations and cooperatives of second and subsequent degree, may provide legal consultancy service regulated by this provision, which for these purposes will have lawyers who meet the requirements in this additional provision, which shall be responsible for execution and professional responsibility of the consultancy. If the relationship between such lawyers and the above-mentioned entities is not hiring of services as a liberal professional, concerned institutions will respond civilly together with the acting Adviser for the damages occur to the cooperatives in the exercise of the office of Letrado-Asesor.
TRANSITIONAL provisions first.
Records initiated cooperative before the entry into force of this law shall be handled and resolved in accordance with the provisions hitherto in force.
1. the content of the statutes of cooperatives existing at the entry into force of this law may not be applied in contradiction with the provisions of the same and shall be modified and completed by many imperative or prohibitive norms are contained in this law.
2. Notwithstanding the provisions in the previous issue and the repealing provision, provided that the cooperative has not breached the norms established by the Ministry of labour and Social Security for the adaptation of statutes to this law, until there is registration in the register of cooperatives of this adaptation, continue to be applicable to the cooperative rules concerning preparatory meetings provided for in article 26 of the law 52/1974, 19 December, General of cooperatives, and article 53 of the regulations approved by Royal Decree 2710 / 1978, of 16 November, as well as the standards contained in statutes relating to these meetings.
1 in within two years, counting from the publication of the calendar referred to in paragraph 2 of this transitional provision, the cooperatives which is implementing this law and they had been constituted in accordance with the previous legislation, must be adapted statutes to it.
Cooperatives concerned which, in the period of two years, had not requested registry of co-operatives the adaptation of statutes to this law, shall be dissolved in full and shall enter into liquidation period, without prejudice to the possibility provided for in article 105.
2. the Ministry of labour and Social Security will establish the timetable and the requirements to the adaptation of the statutes of cooperatives must comply with this law.
3. the adaptation of statutes to this law will take place in the way established in the same for the amendment of statutes, while, for the adoption of the new text, adapted, will be enough for more than half of the votes validly expressed, however set out in paragraph 2 of article 49 of this law.
4. notarial tariffs to be applied in the adaptation of the statutes of cooperatives writing to existing legislation are the number 1 of the Decree 644/1971, of 25 March, with the allowance provided for in paragraph 2 of article 157 of the present law.
5 skills rating, inscriptoras, and certificantes referred to in article 16 of this law shall be exercised in the following way: to) respect to cooperatives that are in accordance with the rules laid down in this law, shall apply the provisions of article 16.
b) the cooperatives formed in accordance with the previous legislation and in accordance with paragraph 2 of the number 7 of the second transitional provision of the regulations approved by Royal Decree 2710 / 1978, November 16, and the rules on assumption of competences in the field of cooperatives by the autonomous communities, remained the competence of the Central service of the registration of cooperatives they will be in the competence of the section Central of the registration dependent on the Central Administration of the State, until both urge the adaptation of statutes to section corresponding provisions of article 24.2 of this law in accordance with article 16 of this law, from which time is this which will all registry functions, however.
6. to the entry into force of this law, the previous General Register of cooperatives becomes referred to as registration of cooperatives, and new inscriptions will be carried out according to the correlative of registration and assigning the key that corresponds, expressive of the respective Central section of the register or the province in each case.
Cooperatives formed prior to the entry into force of the Royal Decree 2710 / 1978, of 16 November, which had not adapted to it, to make the adaptation of social to the present law, with the number and key statutes which, if appropriate, will retain the previous that were registered on the old special register of cooperatives.
Cooperatives adapted to the aforementioned Royal Decree 2710 / 1978, or made pursuant to it, to adapt their articles of Association to this law, will keep the same number and registration key, assigning them also the key that corresponds to them now.
The key to the Central section of the register of cooperatives will be "SMT". The provincial sections Goo to the current initials of geographical identification numeric key established in the order of Presidency of the Government, on January 29, 1985, that amending the annex to the Decree 2423 partially / 1975 of 25 September.
7. when the autonomous communities exclusive jurisdiction or of legislative development, had not made use of this faculty, and while not make use of the same, cooperatives which, because of its scope, would be subject to the rules which dictate these communities, will be forced to formally adapt its statutes to this law, in accordance with the provisions in number 1 of this provision , even though the deadline for the formal adaptation shall be four years.
8 units of existing cooperatives which had failed, in the corresponding register of cooperatives, the request with the appropriate documentation, in order to adapt its statutes to the new rules governing cooperative associations, in the term of one year from the entry into force of this law, shall be dissolved from full-fledged.
At the request of adaptation of the statutes you must include, at least, the agreement of the President Council of the cooperative societies and certification, where appropriate, of the units of cooperatives, remain associated or associated to the Union requesting the adaptation of statutes.
Until becomes the upper Council of cooperatives: a) the amounts which, pursuant to paragraph 4 of article 112, should be placed at the disposal of the Superior Council of the cooperative movement, will be applied by the cooperative in liquidation, to activities that fulfil any of the aims laid down for the Fund for education and promotion in number 1 of article 89. The cooperative must submit proof of such application in the register of cooperatives.
(b) the competence of the Superior Council on appointment of liquidators referred to in paragraph 2 of article 106, will be developed by the Directorate of cooperatives and labour societies.
(c) in the cases in which this law establishes the need for the prior report of the Superior Council of the cooperative movement, it is understood as not established such a requirement.
As long as it may take twenty-four months from the entry into force of this law, shall not be required have the character of immediate return of their contributions partners that are low mandatory pursuant to article 123 of this Act, if general Assembly within six months agreed it since the entry into force thereof.
1 until they settle the new rules governing credit unions, these will continue to be governed by the legislation in force at the time of the entry into force of this law, except registration issues, that will be of application set out in chapter III of title I of this Act, with the peculiarities provided for in that chapter for insurance cooperatives.
2 However the established in the previous issue, may be partners of rural savings: to) the agricultural cooperatives, the cooperative of the sea, cooperative community exploitation of the Earth, the cooperatives of associated work that develop agricultural activities, the agrarian society of transformation, and members of the same.
(b) the cooperative of consumers and users who develop their cooperative activities mainly in rural areas).
(c) other rural savings.
(d) natural persons or legal holders of food agricultural or industrial holdings.
(e) the public bodies and societies these involving mostly when their late result in the improvement of rural life or for the benefit of the agricultural activity.
Cash credit and operations endorsement or guarantee carrying out rural savings will be necessarily as object the financing of agricultural or fishing activity, both currents as investment or which lead in favour of agricultural development or improvement of life in rural areas, and, with respect to individual members, also for the acquisition of housing household equipment and other needs of family life.
3. also, however established in number 1 of this transitional provision, credit unions may be active operations with non-member third parties up to a maximum of 15 per 100 of its total resources. In any case, the net results of these operations are reflected in accounting separate clearly and unequivocally, and will be allocated to the mandatory reserve fund.
Not be computed in the referred percentage the operations performed by the credit unions with members of the associated cooperatives, the placement of excess cash in the interbank market, the acquisition or placement of assets for coverage of legal coefficients and values of fixed or variable income not exceeding 20 per 100 of the aforementioned coefficients.
1. those cooperatives that had established a complementary system of the Social Security benefits and had opted to work partners, by assimilation, for purposes of Social Security, to self-employed workers, the entry into force of this law, may request the Ministry of labour and Social security maintenance of this mode.
2. that application shall be, within the period of six months, since the entry into force of this law.
FINAL provisions first.
1. the present law is applicable to all cooperatives societies with registered office in the territory of the State, except those whose relations of internal cooperative character that are defining the social object cooperativizado, and understanding such those of the cooperative relationships with its partners, are carried out within the territory of an autonomous community which, in use of its exclusive legislative competence It has regulated these societies, notwithstanding that establishes legal relations with third parties or that activities of instrumental character or personal accessory to the referred social object outside the territory of the autonomous community.
2. for the purposes of the jurisdiction of legislative development that certain autonomous communities have attributed cooperative, will have the character of basic rules those contained in this Act, except the items listed below: 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)(a) 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 38.2-3; 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 48.2-3; 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 to), b) and (d)); Article 155; Article 156; Article 157; Article 159; Article 160; Article 161; Article 162; Article 163; first additional provision; second additional provision; first transitional provision; second transitional provision; third transitional provision; fourth transitional provision; fifth transitional provision; second final provision; third final provision, and fourth final provision.
When necessary for the development of any cooperative sector, the Government, on the proposal of the Minister of labour and Social Security and report of the Superior Council of cooperatives, can create new kinds of cooperatives and set the special standards that come determined by socio-economic peculiarities that converge in the new class of cooperative created in its regulation, respecting the principles and characters of the cooperative system.
The Government, on the proposal of the Minister of labour and Social Security and report of the Superior Council of the cooperative movement, alter the maximum rate of interest that the partners and Associates can receive for their contributions to the share capital, as well as the rate of interest shall receive, if low, for amounts outstanding reimbursement of their contributions.
The Government, on the proposal of the Minister of labour and Social Security, may issue rules for implementation and development of this law.
The Ministry of labour and Social Security is empowered to clarify and interpret the rules contained in this law. You can also dictate rules relating to the request for data to the cooperatives for statistical purposes, in accordance with the provisions of the law on December 31, 1945 and its regulations, as well as the rules on the coordination of statistics.
Within the period of six months from the publication of this law in the «Official Gazette», the Government shall forward to the courts Bill on taxation of cooperatives.
They are dissolved federations of cooperatives and the Spanish Confederation of cooperatives, which referred to in articles 55 and 56 of the Law 52/1974, 19 December, drawn up pursuant to the Royal Decree 2508 / 1977, and suppressed the powers conferred to the Confederation by article 1 of the Royal Decree.
The heritage of the concerned federations of cooperatives and the Spanish Confederation of cooperatives shall be attached for purposes of promotion and development of cooperatives, in accordance with the rules and the effect the Government set.
PROVISION REPEALING is repealed the Law 52/1974, 19 December, General cooperatives; its rules of procedure, approved by Royal Decree 2710 / 1978, of 16 November, and many rules is contrary to this Act, except as provided with respect to the credit unions in the sixth transitional provision of this law.
Therefore, command to all Spaniards, private individuals and authorities, which have and will keep this law.
Given in the Palacio de la Zarzuela, Madrid-April 2, 1987.
JUAN CARLOS R.
The President of the Government, FELIPE GONZÁLEZ MÁRQUEZ