Fifty law and two/thousand nine hundred seventy-four, Nineteen of December, he preceptuaba in his first final provision, number one, that «The Government, on the proposal of the Minister of labour, which will accompany the report of the Trade Union, adopt, within the period of one year from publication of this law, its regulations».
Having failed the provision contained in article fifty-eight, two of the law in order to adequate staffing of personal media and materials to the Ministry of labour to assume their tasks on the cooperative agenda, nor could be filled the desire of the legislator to regulate the legal standard, in the span of twelve months since its publication; that is, before February of the year one thousand nine hundred and seventy-six.
In the new democratic context, it is clear that the cooperative would be affected, since disappearing the former Trade Union declines the embedding of cooperation in that structure.
Proof of this is the emergence of the Royal Decree-Law thirty-one/mil 1900s seventy-seven, two June, whose additional provision second d) had, in its first paragraph, that empowered the Government to the "review of the competences attributed to the Union in the cooperative agenda, which will be transferred to the Ministry of labour, and» «, where appropriate, the Federación Nacional de Cooperativas adapting the Organization and structuring of the cooperative movement to the principles of autonomy and associative freedom».
Next to this provision had begun the process of allocation of resources to the Ministry of labour, with the creation by Royal Decree thousand three hundred five/thousand nine hundred seventy-seven, on 10 June, the Directorate of cooperatives and community-based enterprises.
Such is the new regulatory environment and the new legal and political perspective of the this regulation, which within the limits required by law that develops, can be described with the following general characteristics: first. It is a relatively extensive regulation, not only because of the paucity of law in enough points, but also by its deliberate remission in others many regulatory standard. There are also other reasons of cooperative tradition such as the necessary didactic cumulative nature of many rules and whether to minimize referrals to other legal texts; next to them emerge imperatives unavoidable this time, such as the urge to rediscover and deepen the demands of a cooperative at once authentic and effective. the desirability of distinguishing and highlight the basic principles of cooperation, universally accepted, and the practical possibilities of the cooperative formula as real implementation of a socio-economic democracy, and double suction blow anticooperativas discrimination and eradicate the cooperative universe those attempts to merely speculative or hastily committed to circumvent or without knowing the requirements of genuine cooperation.
Second. It is a regulation that tries to pick up the regulatory experience of the best laws, but also practice lived in nearly eight years of a special situation and that cooperatives along with some ineffective habits, when not clearly all cooperative participation inhibitors, have emerged realizations exemplary, so vigorous business as demanding on the experience of a true cooperative comutarismo.
These are the global features of this regulation, whose title first provides, within its first chapter, the following novelties: to) underline the character and autonomy of the cooperative as well as the modalities of the possible assumption of liability of the members.
(b) avoid the misunderstandings and semantic encroachments as well as confusion for identical designation for co-ops even of the same kind, taking into account registration deconcentration implanted how inescapable requirement, technical and policy of the present time.
(c) condense into a single precept SDDS coming recognized in favor of worker production - today's worker - cooperatives, as well as formal equivalencies and fund resulting from project terminology and with rules of law and fifty-two thousand nine hundred thirty and one/nineteen seventy-four, on cooperative forms recognized in earlier provisions.
In the chapter dedicated to developing the basic legal regime of cooperating partner, include the following aspects: to) attention to the group or family unit, core of imputation that not only responds to a modern legal technique, but to specifically cooperative approaches linked to the function of not a few vigorous forms of cooperation (consumption, housing, field, teaching, etc.).
(b) proper regulation of titles exclusive of membership, developing legal principles with an amplitude non-exempt cooperative, realism and rigour to the issue of legal persons as partners.
(c) a basic configuration, for the first time in our law, the condition of work partner, targeted at forty-eight, three, article of the law, and is a vehicle for real integration of the working population of the cooperatives in these institutions.
(d) the experience of our corporate and law as ambitious as required by essence an explicit enumeration of the socio-legal powers and, in particular, development of the right to information as broad as it allows personal and democratic cooperation.
The chapter, which completes the legal provisions on the financial aspect of the specific cooperative singularly, the system of reduction of the share capital in third party guarantee and bond, but mostly contains both a precise regulation of obligatory social funds and a determination of the costs of the exercise to deduct for the net surplus and the rule on allocation of loss , themes both constituting a strict novelty in our substantive cooperative law.
The essential chapter on corporate bodies should highlight the following: to) a reinforcement of the sovereignty of the Assembly of partners, without prejudice to the functions of the governing body, representing and managing, competitions attracting or the possible branches in other organic instances of participation, of a modern cooperative. Next to it refer to the statute or regulation says the depiction of a practical requirement for genuine co-operative democracy: avoid harmful artificial build-up of guiding posts with direct management functions.
(b) a forecast of the right formulation of proposals and the operational possibilities of the general Assembly on electoral occasions, as well as proper regulation of forms of approval of the minutes.
(c) an operational and flexible regulation of meetings preparatory, entrusting to the statutes definition of the mandatory or not mandated representatives on each Board that is not configured as a mere electoral body.
(d) a complete normalization of the review process of social agreements, with the inclusion of the topic of the partners in conflict.
In the chapter dedicated to the founding of the cooperative emphasizes both the deconcentration of the qualification and registration record of cooperatives as a systematic enumeration of the contents of the statutes, as well as a proper regulation of the processes of merger and splitting of the cooperatives, and the liquidation phase of the cooperative, poorly regulated in the current regulation. Finally, we must point out the rules on the award of social credit, real cornerstone of true cooperation, remote speculative formulas, or even merely profit, for its social and community sense reflected in the irrepartibilidad almost total required funds and the resulting liquid having absolute at the end of the liquidation.
In the chapter on enforcement regime is articulated desconcentradamente cooperative registry, whose central service hosts both functions strictly credit reporting and registry coordination, proposal and appeal, aimed to strengthen and improve the efficiency, agility and simplicity of the traditional register of cooperatives of the Ministry of labour, under the law and fifty-two/one thousand nine hundred and seventy-four.
The chapter devoted to the employment regime develops the legal provisions on participation of the salaried staff of the cooperative in the results, according to the class or group, and complete the legal regime applicable to the working members.
Chapter X meets the legal mandate classify cooperatives according to its corporate purpose, whose amplitude is unequivocally configured in the first article of the law. In the typology established takes into account not only the tradition of usable of the last forty years of cooperative life, but also the achievements of the legislation of thousand nine hundred thirty-one, insofar as it has been possible, and of course the formulations on the real and desirable extent of cooperative solution, expressed both by the International Cooperative Alliance and by the International Labour Organization. Thus gaps are filled, back discrimination incompatible with genuine socio-economic democracy and new perspectives are opened to citizens of self and mutual help realizations. Finally, the cooperative system covers a function not only of democratization and transparency deep and live from the nearly all economic sectors, but also a training and educational work of the people in the assumption of responsibility and the value of creative and active solidarity.
The two final chapters of this title first deal both open a possible breakdown intragroup cooperatives because of the versatility of the purpose of many of them, and between economic sectors in that projected second and subsequent degree, such low standards and realities so far, but called to cover, without a doubt a central role in the consolidation and development of cooperation. They are also developed the concerts and associations, noting the regime that apply to the surplus derived from the association with, or participation in, commercial entities, given the distinct and peculiar nature of the cooperative society against those economic ways of traders.
The second title, following to reiterate and clarify the social value of cooperation deals with regulating the performance of the public administration to the cooperative movement.
In this area a significant intervention is granted to the Spanish Confederation of cooperatives and territorial federations, cooperative inspection functions are carefully delimited and the possible mistakes, both in defense of authentic cooperative specificity and guarantee of the legal characteristics of breaches of agreement are also emerging with the tradition of the best national laws on cooperation. Finally outlines the basic responsibilities of the National Commission of coordination such as the presence of the federal entities of the cooperative movement in this consultative body, Coordinator and moderator of the public sector in cooperative matters so much.
In short, the regulation has reached as far as the law allowed and the demands of the present time demanded. Now it will be up to the new society Spanish, freer and better informed, take initiatives and responsibilities in the flourishing and renewal of cooperative formulae that economic, social, and education are at the service of the cooperator and all cooperators, actual or potential, and hence of the entire community.
By virtue, on the proposal of the Minister of labour, report and hearing of the Spanish Confederation of cooperatives, in accordance, in substance, with the opinion of the Council of State in plenary and prior deliberation of the Council of Ministers at the meeting of the eight day of July one thousand nine hundred and seventy-eight, I have: first article.
The General Assembly adopted the text of the regulation of societies cooperatives governed by the fifty law and two/thousand nine hundred seventy-four, Nineteen of December, General of cooperatives, as listed below.
This Regulation shall enter into force forty days after its full publication in the «Official Gazette», without prejudice to the transitional provisions.
Given in Madrid to sixteen of November one thousand nine hundred seventy and eight.
JUAN CARLOS the Minister of labour, RAFAEL CALVO ORTEGA regulation of the companies cooperatives title first of the regime of societies and companies cooperatives chapter first legal provisions article 1. Concept.
That society which, subject to the principles and provisions of the General Law on cooperatives and its implementing rules, performed, in regime of company in common, any socio-economic lawful activity for mutual and equitable assistance among its members and to the service and the community is cooperative.
Article 2. Characters.
General principles that define the cooperative nature of a society and inform their establishment and operation are what set out below, and in terms that are developed in General cooperative law and its complementary norms: a) free membership and voluntary redundancy from the partners.
(b) the variability of the number of partners and social capital, from a few minimum requirements.
(c) all members have equal rights to secure the Organization, management and control democratic under the terms laid down in that law.
(d) the limitation of the interest that members can receive for their contributions to the share capital.
(e) the involvement of each partner in the net surplus, which can be distributed in concept of cooperative return.
(f) education and promotion social and cooperative.
(g) collaboration with other entities for the better service of their common interests.
Article 3. Legal personality.
The cooperative, once constituted, will have full legal personality, and accordingly may acquire, own, taxing and dispose of property and rights, incur obligations and exercise all kinds of actions, enjoying the benefits of all kinds that are legally appropriate (article 3 of the General cooperative law).
Article 4. Autonomy.
One. Cooperatives shall draw up, approve and apply statutes, with full autonomy, without further conditions or limitations set out in the General cooperative law (article 2 of the law).
Two. Cooperatives entities management will correspond exclusively to these and its partners and in any case the Confederation, the federations or the Government can interfere in it. You may not reach any responsibility for such acts of management cited organizations, or employees or staff members serving in the same (article 57 of the General Law of cooperatives, according to Royal Decree 2508 / 1977 of June 17).
Article 5. Liability.
One. The first grade cooperative statutes established the limited or unlimited liability of the members for the social obligations and may point out the solidarity or joint nature of it; in the absence of mention of statutory liability shall as of simple mancumunado character.
Two. Cooperatives of second or further degree the liability of the members is always limited, and in the absence of mention of statutory liability shall as from a single combined character.
3. In all cases limited partner, this will be reduced to the amount of mandatory and voluntary contributions the social capital that came to disburse and also the commitments that express and concrete manner has made.
Four. The creditors of the society shall, in any case, unless the parties expressly, make prior exclusion of social credit.
Article 6. Meetings, groups or sanctions.
The bylaws may regulate the existence and functioning of boards, groups or sections, which develop within the General purpose, specific economic or social activities, with management autonomy and possibility of separate assets affected to this object. In any case, it will be necessary that they carry independent bookkeeping, without prejudice to the general of the cooperative.
When use is made of this possibility shall be expressly recorded against the third parties with which the cooperative has to contract.
Article 7. Denomination.
One. The name of the society, which will be private, will include the words "Sociedad Cooperativa" or its abbreviation «S. coop.», and will express the kind of responsibility for it, which can also use abbreviation. If it is continued by the abbreviation «S. coop.», this should not be initiating the denomination. In no case may adopt a name identical to the of other cooperative registered previously, for which purpose the promoters of new cooperatives, must obtain the timely certification of the Central service of the General Register of cooperatives or in his case, the governing body which must adapt to this regulation. To differentiate the denominations you can add one reference to the name of the municipality of the registered office.
Two. The companies regulated by the General Law on cooperatives and its implementing rules, once established legally, are the only authorized to use the denomination's cooperative, whose improper use shall be punished in accordance with the provisions of this regulation.
3. When the name is indicative of an activity, you will need to be consistent with its corporate purpose and the group or class in which the cooperative should be included. Misleading names may not be adopted or which lead to confusion about the nature and function of cooperation or with other entities.
Article 8. Registered office.
One. The cooperative will have its registered office within the national territory, in the place where preferably performing its activity with their partners and in it will be centralized accounting and social documentation.
Two. The registered office must be entered in the statutes, and its change within the same municipal district may be agreed by the Governing Board, in accordance with the provisions of article 84 of the regulation.
Article 9. Cooperative activities carried out by reason of public interest.
Cooperatives entities should perform any kind of services by reason of public interest entrusted to them the competent State bodies, provided that such activities correspond to the nature of the purpose of the entity, which will be compensated in costs caused him, and shall be entitled to commissions established with the agency that interested the management (article 51.1 of the General cooperative law).
Article 10. Transactions with third parties.
One. Cooperatives may apply for authorization to operate with other persons or entities, and the public in general, by specifically specified time and in the amount strictly intended when, in exceptional circumstances not attributable to the cooperative, the maintenance of the limitation set forth above to operate exclusively with partners might be a reasonable reduction of their social activity.
The application shall be filed in the delegation Provincial of corresponding work on the basis of the registered office of the cooperative. For cooperatives registered with the provincial office of the General Register of cooperatives, settle, prior report of the Labour Inspectorate, the labour authority of the province. For the other cooperatives will solve the General Directorate of cooperatives and community-based enterprises, which seek the inspection and delegations of work many reports as he deems appropriate according to the scope and other circumstances of the applicant company.
Two. The positive results to be obtained from extraordinary operations, authorized by the authorities referred to in the previous number, will be used to fund education and social work, unless the overall result of the previous year is negative; If this is positive, the amount to enter on the background of education and social work, by this concept, shall not exceed the overall positive results.
Article 11. Consideration of wholesalers.
Entities shall be wholesalers and will detail as retailers in the distribution or sale, regardless of the rating that corresponds to them for tax purposes; deliveries of goods and services provided by cooperatives to its partners, whether they are produced by them or acquired from third parties for the fulfillment of its social goals, not shall be regarded as sales.
Consumer cooperatives, as well as the planned condition of wholesalers in the previous paragraph, by what will be of application prices or fees, shall be, for all purposes, direct consumers to stock up or supply of third party products or services which needed them for their activities with partners.
Article 12. Internal operations of primary transformation.
Shall be deemed, for all purposes, internal cooperative activities and will have the character of primary processing operations which make the corporate entities of the field and other cooperatives functionally similar products or materials, even supplied by third parties, provided that they are exclusively intended for farms and other partners.
Article 13. Special rules.
One. Cooperative entities will continue to enjoy tax exemptions and benefits of any kind that were recognized or that will in future be granted them; Therefore, associated work cooperatives of second-degree bringing together them will continue enjoying priority in case of tie in contests and auctions for contracts for works or services of the State and other public bodies, and the bonds that have been set up will be reduced to 25 per 100 of which correspond in each case After completing with deductions in subsequent payments to the concessionaire be perceived by reason of the work performed or the service or supply provided, up to the total amount of the guarantee. The retained amounts will be returned together with the bond formed. In addition, housing cooperatives will continue to have right to the acquisition of land for public management, by the system of direct award, for the fulfilment of its purposes.
All this without prejudice to the benefits which they may incur just like companies under common law.
References of the tax rules to fund social works be construed as references to obligatory social funds provided for in the General cooperative law.
Two. Cooperatives which focus their companies own fusion or absorption, or by the formation of other second or further degree, as well as by means of temporary marriages, will enjoy all the benefits granted to such acts in grouping and concentration of companies legislation.
3. For the purposes provided in the two previous issues, references from any previous standards of Industrial production or production workers cooperatives be construed as references to that in this Regulation referred to as associated work cooperatives, with all characters and requirements that designates the General Cooperatives Act; those partners shall correspond to members, and which contemplate the limits of the interest credited to members shall be replaced by the provisions in this regard in that law.
Four. Loans, grants and other financial aid granted by the National Fund for the protection to work or other public funds similar to their beneficiaries for the creation or development of cooperatives will have, for tax purposes, the same treatment as the loans granted by official credit (sixth final provision of the General cooperative law).
Article 14. Freedom of choice of the notary.
Cooperative entities shall freely designate the notary authorising all acts and contracts to which they are parties and although not come imposed writing by cooperative legislation. Except only the acts and contracts involving also persons or bodies subject to turn to cast non-cooperative.
Chapter II article 15 partners. People who can be partners.
One. In first degree cooperatives partners may be natural persons, as well as the legal. Housing cooperatives may only partners natural persons.
The second or further degree can only be partner cooperatives.
Two. A Credit Union can only be partners: to) the cooperative entities.
(b) the members of the cooperatives entities members of the credit, when at the same time are admitted by the latter as such partners.
In a Rural box, also may also be: to) the societies agrarian transformation purely agrarian and exclusively composed of agricultural producers, provided that they fulfil the formalities required in the final disposition eighth of the General cooperative law for this purpose.
(b) the members of the agrarian society of transformation Caja Rural, when at the same time partners are admitted as such partners by the latter.
3. They may constitute unions or take part personified public bodies where the object of the company is to provide services or activities of the same nature as the entrusted to these or related, and provided that such benefits do not require the exercise of public authority (article 6, 3, of the General Law).
In cooperatives aimed at the satisfaction of needs of the family group, the statutes may provide that besides who has signed formal admission request may be considered either partner to any of the older members of the family, whenever the express authorization of the registered partner and family living with the same record. The above shall be applicable also for coverage of social charges, whenever requested or services provided to the cooperative are exercised either by any of such members of the family group; (also this possibility, with the same conditions and limits may apply to the transmission of social partners referred to in article 34, 1, a), of this regulation, without prejudice to possible concurrency and overcoming of probation in the case.
Article 16. Minimum number of partners.
One. First degree cooperatives will have at least seven partners.
Two. Second grade or subsequent degree cooperatives will be integrated, at least by three cooperatives.
3. Credit unions will be integrated, at least by three cooperative entities, without prejudice to that starting from this minimum in rural savings can adhere the agrarian society of transformation.
Article 17. Exclusive of membership titles.
One. Nobody may belong as a partner to a cooperative title entrepreneur, capitalist, contractor or other analogous with respect or its partners as such, without prejudice to the legal regime applicable to the entities referred to in the fifth of the General cooperative law final disposal (article 6, 4, of the General Law).
Two. International provisions of the above, in relation to article 49 and consistent number of law, which are developed in chapter X of this regulation, are titles or circumstances exclusive of membership, without prejudice to the limitations identified in the sixth section of the Act, the following: a) in associated work cooperatives and consumption of school commercial entrepreneur, individual or social nature which hoped to join as a partner.
(b) in all types of cooperative, the impossibility of objective conditions bylaws laid down for their admission as a partner; These requirements, in the case of legal persons, must include expression of the interest with the partners according to the group or class of cooperatives and the commitment to participate in the best achievement of the corporate purpose cooperativizado through the provision of many services and activities can contribute to the legal person, so as not to assume the position of lucrative broker for goods or services obtained by joining the cooperative.
Article 18. Capacity.
One. The ability of natural persons to constitute and form part of a cooperative shall be governed by civil law, without more caveats to the following: to) the eldest of eighteen year obtained the consent of the parent or guardian, as appropriate, for joining a cooperative of working associate of liability limited will automatically have the authority to perform and fully assume many acts and obligations belong to socio-trabajador condition.
(b) the woman married, eighteen-year-old mayor, will have full capacity to be partner and act as such, without marital license, in any cooperative, only committing its endowment property and paraphernalia. To alienate and force into consideration property of the marital society, women will have the same powers and limitations as for husband specified civil laws.
Two. The capacity of legal persons shall be governed by the legally applicable norms in each case.
Article 19. Admission.
One. Statutes shall establish, in terms of the same application, the objective requirements for the admission of partners, and may provide for a trial period appropriate to the nature and circumstances of the partner and the object of the cooperative.
Two. Decisions on the admission of partners shall correspond to the Governing Council, which may only limit it just cause derived from statutes, due precisely to the kind or extent of the activities of the cooperative or the own purpose of this. In no case may take as such reasons political, religious, labor, race, sex or marital status.
3. Admission will be requested in writing to the Governing Council, which, within a maximum period of two months will decide and also notified in writing to the applicant the admission agreement or denegatorio. The latter will be motivated.
Also, the admission agreement be published immediately after adopted, on the Bulletin Board of the registered office, unless the by-laws to establish another form of advertising.
Four. The denegatorio agreement may be challenged by the applicant before the general Assembly, within fifteen days, of the validly made notification.
The admission agreement may be challenged before the social Court, within the same period of fifteen calendar days following the publication of the agreement, at the request of 10 per 100, at a minimum, of the partners.
The resources referred to in the preceding two paragraphs shall be resolved at the first general Assembly which is held, either ordinary or extraordinary.
5. The rights and obligations of the partner supported by the Executive Council begin to take effect fifteen days, counting from the following the publication of the admission agreement. If it where such agreement, shall be suspended until such resolution the general Assembly on the admission.
Article 20. Admission of workers paid as working members.
One. In cooperatives that are not work associate, statutes may provide recognition to their workers of the quality of the working members.
Two. Application for admission as a partner by the worker and their subsequent processing will be adjusted to the rules laid down in article 19 of this regulation.
3. Statutory rules shall cover in particular, according to the characteristics of the cooperative, equivalence modules that equally assure equal conditions with user rights and obligations political and economic partners.
Article 21. Obligations of the partners.
The partners will be obliged a: to) attend general assemblies and abide by the agreements validly adopted by the governing bodies.
(b) participate in the activities and cooperative services in the terms provided for in the statutes and in the agreements validly adopted by the governing bodies.
(c) keep secret, within the limits set by the legal system, the cooperative data which come to their knowledge, both during his tenure at the cooperative as after causing low. In the latter case, you can use them for their own benefit only insofar as it was justified requirement of their usual profession. All this without prejudice to what stipulated in the Statute of the Industrial property about concept and right of the inventor.
(d) not make competitive activities to the purposes of the cooperative, or collaborate with who perform them, except that in the latter case is expressly authorized by the Executive Council, which will give account to the first Assembly, which is celebrated for its ratification, if appropriate.
(e) accept the charges and features that be entrusted, unless just cause of excuse.
(f) not claim membership to carry out activities contrary to the law or speculative.
(g) behave with due consideration in its relations with the other partners and that at each moment holds within the cooperative governing charges and representation.
(h) not appear publicly in terms involving deliberate social vilification of his cooperative or cooperatives in general.
(i) comply with the other obligations resulting from legal and statutory precepts.
Article 22. Rights of members.
One. Members have the right: to) choose and be chosen for the positions of the organs of society.
(b) participate with voice and vote in the adoption of all decisions of the general Assembly and, where appropriate, in the preparatory meetings.
(c) adopt, where appropriate, in Assembly balance and accounts of exercise.
(d) define in Assembly policy, objectives, means and scope of activity cooperativizada within the framework of the statutory rules.
(e) participate in the activities and services of cooperatives and preferential character in the actions undertaken by the Fund of education and social work.
(f) require information regarding any aspect of the March of cooperative.
(g) contribute to the establishment of linkages with other cooperatives, social, or economic organizations respecting cooperative principles.
(h) require the update of its contribution and, where appropriate, the payment of the interest limited, on the terms agreed upon.
(i) enforce the liquidation of its contribution in case of low or dissolution of the entity.
(j) others arising from legal regulations and the statutes of the entity.
Two. Prior rights shall be exercised in accordance with the legal and statutory rules and agreements of the general Assembly.
Article 23. Right to information.
One. The cooperative societies have to ensure all members a fast, frequent, and non-discriminatory information in favor of a partner or group of partners.
Two. They will be means to exercise and to ensure an effective right to information of the following cooperators: to) the Constitution, whose entire text duly approved must be a copy every Member or partner, from the moment of his admission. The exercise of this obligation of delivery rests with the governing body, and extends to the regulation of internal regime cooperative, if any, as well as modifications of this regulatory body with the statutory covenants.
(b) certified copies of the agreements of general meetings and their preparatory meetings, which must be provided at the request of the partners to the extent that a fair cooperative interest suits.
(c) the mechanisms provided in the next issue, oriented to cooperators provide a news comprehensive, truthful and clear situation economic, financial and equity of the entity.
(d) any other laws or the general Assembly may be validly established.
3. The right of members to the governing body request clarifications and reports deemed necessary on the State of the Administration and accounting and assets of the cooperative may be exercised, under the protection of article 10 2 of the Act, as follows:
(a) directly in the General Assembly in that there is deliberate on the accounts of the exercise or any economic proposal, by any partner, who may request, at the same time, explanations and clarifications concerning them which are reasonable, for which purpose documents reflecting the accounts must be made manifest at the registered office of the cooperative so that they can be examined by partners during the term of convocation. Partners also may, during this period, request in writing to the Executive Council explanations or clarifications on specific accounts ends, that they are answered in the Act of the Assembly.
(b) in writing, at all times, on reasoned request submitted, at least by 10 social members 100 or 150 cooperators when the entity has more than 1,000, to him or the accounts auditors, who will seek the required information of the Council and, where appropriate, the review of the accounting books. Where this information requires an extraordinary investigation in accordance with the statutes, should applicants reach the minimum percentage that designates the article 37, 3, of the law.
Four. Information about any other aspect of the progress of the cooperative shall exercise it partner in the general Assembly, before the governing body or special committees that sectors or specific purposes could be established society, and in a way that does not hinder social progress.
5. Duty of the Presidency of the Governing Council, the external auditors and the committees is provide members with information referred to in the preceding paragraphs. Before the unjustified breach, total or partial, of the obligation to report, any members who have requested this information may claim before the ordinary courts under the procedure of article 27 of the law.
Without prejudice to the specific nature of cooperatives, it can go also to the voluntary jurisdiction procedure laid down in article 2.166 of the Civil procedure law.
6. The statutes or the general Assembly may establish a system of guarantees to avoid both arbitrary denials of bodies required to report as a requirement or pretensions of character daredevil, obstructionist or antisocial partners, valued in relation to the effective participation of each cooperator in its cooperative community, with the set of rights and duties that define the position of the partner with the functional competencies of each social body and with the meaning and scope of the cooperative movement.
Statutes or the general Assembly may exempt from the obligation to report when their compliance put at serious risk the legitimate interests of the cooperative.
Article 24. Suspension of the rights of the partner.
One. The statutes may provide for the suspension of the exercise of the rights of the partner that is exposed in its financial obligations, or involved in activities and cooperative services in the terms provided for in subparagraph (b)) of article 21 of this regulation, up to normalize their situation.
Two. The suspension agreement corresponds to the Executive Council, and may be appealed to the general Assembly under the terms provided for cases of expulsion, without prejudice to the immediate enforceability of that agreement.
3. If the statutes had not anticipated it, they may not be stopped or limited partner rights.
Article 25. Low partner.
One. Any partner can cause low voluntarily in the cooperative at any time, by notice in writing to the Executive Council. The statutes shall necessarily fixed the period of notice, which shall be not less than two months nor more than one year.
Two. Statutes may require the retention of members for a certain time, which shall not exceed ten years.
3. Statutes and, where appropriate, the unique complementary agreements may provide economic responsibilities for the partner who fails to comply with previous standards, notwithstanding that failure to comply with these rules authorize the cooperative to consider that it is still subject to all financial obligations arising from the status of partner, except that in the case of justified low.
Article 26. Low justified.
One. The low will be considered justified when it is a consequence of the loss by the partner of the objective requirements of bylaws to form part of the cooperative coming tax class, breadth of activities or purposes of the entity, except where such loss respond to a deliberate purpose of search partner their exclusion to shirk responsibilities or benefiting unduly.
Two. Will also be deemed justified lowering the unhappy partner with any social arrangement, involving the assumption of obligations or seriously onerous burdens; not provided for in the statutes. It will be precise condition that so manifest it in writing to the President of the Executive Council, within thirty days following the day that the general Assembly adopted the agreement, if you had attended it and explicitly saved your vote, or, if he had not attended, within the same period, had been from the day following that in which the agreement had been notified.
3. Issues arising between the Governing Council and partner on the qualification and effects of voluntary redundancy are actionable in the same terms provided for in article 27 of this regulation for the expulsion of members.
Article 27. Expulsion.
One. The expulsion of members may only agree it the governing body for serious misconduct, as a result of record instructed for that purpose and with the interested audience. The expulsion agreement shall lie within a maximum period of two months, counted since he ordered brought record. After this deadline without having relapsed agreement, record shall be automatically sobreseido.
Two. Against expulsion agreement the person concerned may bring the matter before the general Assembly in the period of forty days, since it is notified. Until that resolved or elapsed time to appeal without having done the person concerned, that agreement will not be executive or may suspend the partner in their rights for the same cause.
However, cooperatives of associated work is may suspend to the socio-trabajador in their employment, retaining all their economic rights as if continue paying their work. Now, if the Assembly ratified the expulsion, deemed that the suspension of employment involves also of economic rights since notified expulsion agreement until it lodged the appeal, as well as by a period corresponding to the minimum time limit bylaws set between convocation and holding of the general Assembly: If these periods he had perceived some amount you may be taken in the final settlement.
3. The resource to be inexcusably subject to decision by the first general Assembly which is held, either ordinary or extraordinary, even expressly convened for the purpose, and will be included in the first item on the agenda. The Assembly shall decide by secret ballot.
Four. The agreement of the general Assembly, which will be immediately Executive, may be challenged by members who consider themselves injured, in the period and by the procedural channel and with effects that are determined in article 54 of this regulation.
Article 28. Rules of social discipline.
One. Statutes shall determine the rules of social discipline, types of misconduct, disciplinary procedures, resources and sanctions. These may be economic and social duty suspension.
Two. The serious misconduct that may be cause for expulsion will include the following: to) activities that are of such a nature that they could damage the material interests or the social prestige of the cooperative, such as competition operations, fraud in the contributions or benefits, manifest disregard to the rectors and representatives of the entity and other similar.
(b) the insufficient participation in the proceedings of the cooperative, appreciated according to the statutory models set in the connection.
(c) the repeated breach of the financial obligations of the cooperative.
(d) claim membership to develop activities speculative or contrary to the law (article 11, three, General cooperatives law).
Article 29. Economic consequences of the low.
One. In all cases of loss of membership, this or their dependants are entitled to demand reimbursement of the social part, whose value will be estimated on the basis of the balance sheet approved by the general Assembly following the date of the definitive low, including in the computation repartibles reserves.
Two. The statutes shall set the conditions of refunds and the percentages of deduction proceeding, respecting in any case the following precepts: a) deductions of up to 30 per 100 may be in the case of low expulsion.
(b) in the case of unjustified opt can be up to 20 per 100.
(c) in cases of justified low or of death will not be any deduction.
Deductions on the voluntary contributions of the partners may be in any case.
3. Housing cooperatives deductions shall apply also to the quantities referred to in article 38 of this regulation.
Four. The repayment term may not exceed five years from the date of the low, with entitlement to an interest which shall in no case be less than the basic rate of the Bank of Spain increased by two points. The interest that the cooperative meets its active partners will act as ceiling if it were greater than the indicated above [(Artículo 11, cuatro b), General cooperative law].
Article 30. Responsibility for partner after its decline.
Partner causing low will continue to be responsible for five years to the cooperative by the obligations assumed by it prior to the date of the loss of his partner (article 11, five, General cooperatives law).
Chapter III of the economic regime of the cooperative article 31. The social capital. General provisions.
One. The share capital shall consist of contributions made in such a concept by partners and, where appropriate, by partners, either mandatory or voluntary.
Two. You will be credited in personal titles, numbered consecutively. Each title will necessarily Express: to) the name of the cooperative, date of Constitution and registration number in the corresponding register of the Ministry of labour.
(b) the name of the holder.
c) if it is mandatory or voluntary contributions, and the date of the issuance agreement.
(d) the nominal value, the amount paid and, where appropriate, the date and amount of successive disbursements.
Titles shall be authorized with the signatures of the President and Secretary of the entity.
3. The statutes shall determine the minimum social capital. Each partner must have at least a title, whose minimum nominal value equally fixed laws.
The total amount of the contributions from each partner to social capital in first degree cooperatives may not exceed one-third of it. On second and subsequent degree cooperatives may raise this limit to 45 per 100.
The statutes may provide that partner that causes low may not withdraw their contributions until the share capital does not reach again the same level that it had before the fall, where the withholding period does not exceed five years four. The contributions may be paid in money, movable and immovable property and credits. Except those made in money, other forms of contribution, if they were not provided for in the statutes, will require agreement expressly of the general Assembly on its admission, contributing partner to the delivery and sanitation of such property being bound and answering of the soundness and legitimacy of appropriations under the terms prevented by Civil law. The Governing Council shall ensure, under its responsibility, the accurate valuation of contributions in kind, on whose end shall rule within a maximum of three months since the contribution was made.
As regards the possibility of judicial review of the valuation of the contributions, it will be the provisions of article 32 of the Act of July 17, 1931, understanding references to administrators shareholders and shares how made to partners, Governing Council and social partners respectively. Until assessments have not been reviewed or expiry of the deadline referred to in the aforementioned article, the two sides corresponding to the 'in nature' contributions are inalienable.
5. If the cooperative announces to the public in any form its figure of social capital, always referred to a specific date, it shall indicate the subscribed and the effectively paid.
6. If it agrees to pay interest to the contributions of members to the social capital, it may not exceed the type of basic interest of the Bank of Spain increased by three points, without prejudice to the value corresponding to these contributions, as set out in article 45 of this regulation.
7. Personal creditors of the partners and, where appropriate, partners will not have any rights over the assets of the cooperative or the contributions of those capital aI social, although they may proceed against the interests, if earned, and against the Returns or refund of such contributions.
Article 32. Of compulsory contributions to the share capital.
One. Partners mandatory contributions to the share capital shall be determined in the statutes to become cooperative.
Subsequently, the general Assembly, with the majority prevented in paragraph two of article 52 of this regulation, may agree new mandatory contributions to social capital, fixing the quantity, period and conditions of disbursement.
Two. You can not become a cooperative that does not have its capital fully subscribed and paid-up; at least 25 per 100. The rest will be disbursed in one or several times, in the conditions and deadlines established in the statutes or by express agreement of the general Assembly, to the maximum of four years.
If dates of successive disbursements is not predeterminaran with accuracy should be granted, in each case, a term to make them not less than thirty days, counted since its announcement.
3. The statutes may provide that the amount of the contributions is the same for each partner and also, in the case of cooperatives whose activities or services they are likely determination regarding its use by partners, be proportional to such use, in accordance with clearly established modules.
Four. The cooperative can take legal action against the partner that no contribution portion of capital subscribed and not paid in deadlines and forms provided, without prejudice to other measures laid down in this regulation in order to temporary suspension of rights or expulsion from the partner.
5. The regime of compulsory contributions to the social capital of new members shall also be governed by provisions of this article. Still, the statutes may provide for the form and amount that should help mandatory equity new members, subject to the following rules: to) the amount demanded may not exceed that already required to current partners, revalued in their case.
(b) deadlines for the disbursement of the compulsory contributions shall not be less than those granted above.
Article 33. Of voluntary contributions to the share capital.
One. The general Assembly may agree to the admission of voluntary contributions to the share capital. The agreement will express the maximum overall amount and the interest rate that will receive these contributions, without exceeding the limit referred to in article 13, number six, of the law.
The subscription must be necessarily done within the period of six months, counted from the date of the agreement, and every Member is entitled to subscribe, that maximum global amount established by the general Assembly, a proportionate share to the mandatory contribution which had at the time of adopting the agreement. Members who do not make use of this right, in whole or in part, may transfer it to other partners or associates, in his case. In any case the resulting participation for each partner may not exceed limits according to the degree of the cooperative, in accordance with article 13, number one, of the law.
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.
Two. The cooperative partners may also be approved by the general Assembly to attend subscription, proportionally to their contributions, in the same way established in this article, and with the characters and the limitations inherent in its status as partners.
Article 34. Availability of the two sides.
One. The social parties are transferable: to) between the partners, by intervivos acts, in terms that set the statutes, and informing the governing body within the period of fifteen days.
(b) by succession "mortis causa".
Two. In the so-called b) of the previous number, rights-holders can purchase membership when they meet the necessary requirements to do so, and so request within six months, counted from the death of the deceased, was observed in terms of the processing of the request and justification of their right as provided in article 19 of this regulation. In any other case they shall be entitled to the settlement of credit that represents the social part transmitted, without deductions, and within a maximum period of one year, also following the death of the deceased.
3. If the heirs were several, the cooperative may require that the right to membership is exercised by one single, with the express consent of the other, and if there is no agreement between the heirs, will proceed to pay the liquidation, as referred to in the previous number, to those who prove entitlement to it.
Four. The cooperative can not acquire, except gratuitously, two sides of their own capital, or accept them by way of pledge.
5. As soon as you exceed the limit referred to in article 13, issue 1, of the law will be ineffective to the cooperative transmission of two sides on behalf of the partners.
Article 35. Reduction of the share capital.
One. If consequently return to partners and, where appropriate, partners or their successors in title, social parts it had become social capital by low the minimum share capital, or the ceiling pointing to these effects by the statutes, it will be necessary reduction agreement adopted in the general Assembly, which will not take effect before the expiration date of the period of three months counting from the date of the last announcement of the agreement, which must be published twice in the «Official Gazette» and the largest-circulation newspaper, both of the province where the cooperative is established. During the term, ordinary creditors may oppose the execution of the agreement of the reduction, if their credits are not satisfied or the society does not provide warranty. Any refund of contribution to social capital which is made within the period of three months or in spite of the opposition brought in time and shaped by any creditor is void.
Two. The guarantees provided for in the preceding paragraph in favour of creditors will not be mandatory when the reduction of the share capital is only intended to offset losses.
Article 36. Voluntary contributions that are not incorporated into the capital.
The general Assembly may agree to the admission of voluntary contributions of members that are not incorporated into the social capital, in any legal form and with the term and conditions established in the agreement itself.
Article 37. Entry fees and periodic.
One. The statutes or, where appropriate, the general Assembly may establish quotas of income or periodical that, in any case, they will integrate social capital are not refundable.
Two. Quotas of admission of new partners may set depending on entry quotas already satisfied by the existing partners or similar criteria.
Article 38. Deliveries and payments for obtaining social services.
Delivery of funds, products or raw materials for the cooperative management and, in general, the payment for obtaining the cooperativizados services not integrated the social capital, are a form of use by the partner of such services and subject to the conditions laid down or contracted with the company; they may be transferred and are seized by personal creditors of the partners, leaving the preferential rights that could correspond to the cooperative.
Article 39. Associates.
One. The statutes of cooperatives may provide permanence in them, as partners, which lost its status as partners for any cause, as well as my beneficiaries, in the event of death, in terms that are determined then.
Two. The continuation as an associate there will be requested expressly by partner to cause low or his successor in title, in case of death of the former, to communicate the liquidation corresponding to the deceased. If there were several holders, these shall designate among them, by mutual agreement, who should call the income as a partner.
The decision will be up to the governing body. Against this refusal, the applicant may have recourse on appeal within the period of fifteen days, after notification, to the first general Assembly which is held. The decision of the general Assembly shall be discretionary and it not be brought against any.
3. The initial participation of associate in the capital can reach the amount that apply to you as a partner or, in your case, the deceased, both mandatory contributions and volunteers to social capital as liquidation of cessation.
Partners may be approved in the future by the general Assembly for new voluntary contributions to the share capital, but within the limits by each associate the average value of contributions established as mandatory, in every moment, for members of the cooperative. In any case, the sum total of the two sides of the partners may not exceed altogether in the third part of the share capital.
Four. Partner contributions to the share capital be represented in titles of similar characteristics as those of the partners, but of different series, and will be reflected in the balance sheet in separate header and section.
The contributions of partners will be subject to revaluation under the same conditions laid down for the members. The liability of partners for the social obligations is exclusively limited to their contributions to the share capital. Partners are not eligible for returns, but it must be paid at the end of each financial year the agreed interest, which may not be less than the interest basic of the Bank of Spain, and, where appropriate, greater than the met to the contributions of members to the capital, increased by two points.
5. Partners may not form part of the governing body or the direction or be appointed liquidators or auditors of accounts. They have the right to be informed on the progress of the cooperative, in the terms provided for members in article 23 of this regulation, and shall participate in the general Assembly with a set of vows that, added together, do not represent more than 20 per 100 of the total of the partners, in accordance with article 15 of the law. The value of the vote by the partner shall not exceed the unit.
Partners are required to maintain confidentiality over the data which are aware of the cooperative, in the terms that establish the statutes.
6. Without prejudice to the a discretionary basis of the agreement on continued as partners, is estimated as obstativa to this cause and, if necessary, as cause for expulsion, the fact to dedicate the associated with activities that are of such a nature that they could damage the material interests or the reputation of the cooperative, such as competition and the apparent disregard operations to rectors and representatives of the entity and other similar.
Any associate may cause low volunteer terms and periods provided for in the statutes, which will accommodate at this point to the numbers one and two of article 25 of this regulation.
Reimbursement to associate may be within the same deadlines as partners, and that will continue receiving interest at the same rate established until the full reinstatement of its social side.
7. The value of the contributions of members to the capital, to be reinstated, will be estimated on the basis of the balance sheet approved by the general Assembly following its low short, in the case of the number six of this article.
Article 40. Aid funding.
One. Autonomous bodies, national companies, public bodies of any kind, the foundations and the credit unions may contribute to the financing of the cooperatives, receiving an analog to the fixed interest for partners.
Two. Special credit lines for the promotion and development of the cooperative movement, regardless of other stimuli that can remember, in application of the function which the State assumes this movement and its entities, in accordance with article 52 of the General cooperative law will be established.
Article 41. Issue of bonds.
One. Cooperatives may issue obligations, but always through prior agreement of the general Assembly. It is prohibited the issuance of convertible bonds in two sides.
Two. Debenture scheme shall comply with provisions of law 211/1964, December 24, insofar as it is consistent to the norms and principles of the General Law of cooperatives and of this regulation.
Article 42. Mandatory social funds.
One. The cooperative shall be liable to the Constitution of the Fund reserve and fund education and social work.
Two. The mandatory reserve fund, aimed at peacebuilding and warranty of the cooperative, shall constitute 15 per 100, at least, of each fiscal year net surplus. This involvement will cease to be mandatory when the amount of the Fund is equal to twice the equity reached at the end of each fiscal year or the upper limit set bylaws. When these limits are reached will continue to be required to remove the 15 per 100, at least; but the general Assembly may decide to continue nurturing the mandatory reserve fund or that it intended, in everything or partly not attributed to the mandatory reserve, increase the amounts earmarked for the education and social works Fund.
Also increase the reserve fund compulsory, with the criteria and limits referred to in article 10, two, the profits from capital gains on the disposition of the elements of the fixed assets or obtained from other sources outside the specific purposes of the cooperative. Also will affect this reserve fund deductions that proceed to carry out in the cases of low's partner in the cooperative referred to in article 29 of this regulation.
3. Background of education and social work will be devoted by the cooperative to cultural, professional or charitable, purposes with destination to the local environment or the community in general, and preferably to education in the principles and techniques, both democratic and economic cooperation and the consequent promotion of members of the cooperative, of the employees and managers of it and their families.
The education and social works Fund nutria with:
(a) a percentage of not less than 10 per 100 net surpluses each year.
(b) the positive results to be obtained from the extraordinary nature of the cooperative operations with third parties in cases that are authorized in accordance with article 10 of this regulation, except that the overall result of the fiscal year is negative; If this is positive, the amount to enter on the background of education and social work, by this concept, shall not exceed the overall positive results.
(c) the total percentage or part of same not attributed to the mandatory reserve fund, in the terms referred to in the previous number.
(d) the fines and other sanctions that are imposed by the cooperative members through the disciplinary. The deductions authorized by the two sides in the event of a decline in the partner are not included in this concept. As provided in this paragraph and b) above applies without prejudice to observe the criteria and limits set out in article 10, two.
(e) the other amounts provided for in the laws or agreements of the entity.
Four. Expenses to deduct in each fiscal year for the determination of the net surplus will include expenses permitted by law, common and, more specifically, which is applicable in each case; the interests due to the contributions of the partners and associates; interest due bondholders and other creditors; headings of depreciation that apply and, in their respective cases, labor advances satisfied members workers in the terms provided for in no. 2 of article 112 of this regulation, and the amount of deliveries or payments to cooperative management partners, calculated to average prices of market at the time of delivery , although it had not fixed said import or it would have set a different.
5. Mandatory social funds are affected to the fulfillment of their own ends and not can be partitioned among the partners, except as provided in number one, paragraph 5, article 81 of the rules of procedure. Education and social work background is unattachable.
Article 43. Application of the available surplus.
One. The balance of the net surplus remaining after of attended targets laid down in the preceding article may be applied, subject to having the statute or by agreement of the general Assembly, the establishment of voluntary reserves, which, properly individualized, may incorporate social capital, the increase in legal funds or its distribution in the form of cooperative return.
Two. The cooperative return will be credited to the members in proportion to the operations, services and activity carried out by each partner in the cooperative. The statutes or the general Assembly may provide for the following modalities for the effective implementation of the return: to) that is immediately meets the approval of the balance sheet exercise.
(b) joining the share capital, with the corresponding part of each partner's increase.
(c) that it constitutes, in a mutual fund, savings or similar character, created and regulated by the general Assembly, and to limit the availability of money for a maximum period of five years, ensuring its attribution and further enjoyment by the titular partner, on whose behalf obtains an interest which may not exceed the basic of the Bank of Spain plus three points. In the case of low's partner, their rights in the Fund cleared according to the aforementioned regulation.
Article 44. Allocation of losses.
One. Statutes shall set criteria or procedures for the allocation of losses eventually resulting to the end of the year, and can do it with charged to reserves, in proportion to the operations, services, or activities carried out by each partner in the cooperative, or similar criteria by combining both formulas, but in any case on direct reason partner contributions to the capital.
Two. Shall not be valid the unlawful or arbitrary attribution of expenses or any economic or accounting combination that tends to mock the irrepartibilidad of the reserve fund.
3. Standards that are established in the statutes shall be applicable, without prejudice to the proper observance of the legal provisions of fiscal matters which are relevant in accordance with the nature, organization and operation of the cooperative.
Article 45. Regularization of the balance.
One. The balance sheets of the cooperatives may be regulated under the same terms and with the same benefits established for companies under common law (article 21 LGC).
Two. This however, the Government, on the proposal of the Ministry of finance, following a report of the Ministry of labour, heard the Spanish Confederation of cooperatives, shall take the measures necessary to proceed, when circumstances warrant, to the regularization of these cooperatives, safe balance always expected in the previous issue.
Article 46. Revaluation of contributions.
Once regularised the balance, in the form established in the previous article, the corresponding account balance may apply to contributions to the share capital revaluation proportionally to their respective amounts.
Chapter IV of the representation and management of the cooperative article 47. Corporate bodies and address.
One. The organs of the cooperative society will be the following: a) general Assembly.
(b) Governing Council).
(c) auditors of accounts.
Two. The management of the cooperative undertaking will be to the Executive Council.
Will be required the appointment of a governing body, one-person or College: to) in cooperatives in first grade, when the number of partners or share capital figure exceeded in each class the following limits:-field: 1,000 partners u 80 million pesetas.
-Sea: 200 members or 25 million pesetas.
-Crafts: 150 members or 25 million pesetas.
-Housing: 250 or more dwellings in promotion or 10 million pesetas.
-Associated work: 70 members, or 40 million pesetas.
-Consumption: 10,000 members or 20 billion pesetas.
-Services: 15 million pesetas or 400 members.
-Education: 600 members or 30 million pesetas.
-Teaching of associated work: 70 members, or 40 million pesetas.
-School and youth: 2,000 members or 10 million pesetas.
(-Special: The number of partners and the amount of share capital that correspond as designated in this section to) for other kinds of cooperatives, based on the cooperativizado object.
The Ministry of labour may, following a report from the Spanish Confederation of cooperatives, adapt the number of partners and the amount of capital to the evolution of the cooperative movement and the country's economy.
(b) in in the second and subsequent grade and credit cooperatives.
May be also set up in the statutes: commissions, committees or councils with conciliatory, performing functions of arbitration, study of proposals, initiatives and suggestions of research for the promotion of the female partner, young cooperators, survey, inter-cooperation and similar. The full name of these participatory bodies should not induce confusion with the General and necessary bodies referred to in articles 22 and 26 of the Act.
They may delegate intermediate instances that just mentioning those powers and responsibilities which are not assigned by law in a way specific and precise the necessary organs.
(c) in the national cooperatives.
Article 48. The general Assembly.
One. The general Assembly, constituted by members and, where appropriate, by partners, is the supreme organ of expression of the social desire in subjects who attributed the General Cooperatives Act, this regulation and the articles of Association.
All partners and Associates, including dissidents and those who have not participated in the meeting, are subject to the agreements of the general Assembly, without prejudice to the provisions of article 54 of this regulation.
Two. All matters of the cooperative may be discussed in the general Assembly, whose agreement will be required, in any case, for the following acts: to) designate members of the Governing Council and the Auditors of accounts and agree, in your case, your early retirement.
(b) examine the management of the Executive Council, approve the accounts and balance sheets, agree on the distribution of surplus, determine the returns and attributed the losses in accordance with the criteria established bylaws.
(c) agree on new mandatory contributions to social capital and admission of voluntary contributions.
(d) agree, where appropriate, the revaluation of contributions referred to in article 45 of this regulation.
(e) to issue obligations.
(f) decide on appeals on the occasion of the highs and lows of the partners.
(g) amend the bylaws.
(h) extend the period of duration of the cooperative.
(i) agree to the merger, absorption, or own with other cooperatives or their division or excision.
(j) agree on dissolution of the cooperative, the appointment and dismissal of the liquidators and approve the settlement.
(k) require, at any time, accounts of his performance of accounts auditors, members of the governing body and, through this body, to the address.
(l) remember the cession, transfer or sale of some or all centres of work, property, rights or activities cooperative involving substantial changes in their economic, organizational or functional structure.
(m) those that come demanded by the General Law of cooperatives, their standards development or the statutes.
3. The Assembly may not delegate its competence to decide on the acts covered in the previous section.
Article 49. Call for the Assembly.
One. General meetings shall be ordinary and extraordinary.
Two. The governing body convened general Assembly in regular session once a year, within six months to count from the date of closing of the fiscal year to examine the management, approve, if appropriate, the accounts and balance sheets, as well as to agree on distribution of surpluses with determination, where appropriate, returns and possible allocation of losses.
3. The sessions of the general Assembly which are not those of the previous number will be of an extraordinary nature and may be convened by the Executive Council whenever in the judgment of the same suits the interests of the cooperative or at the request of a number of partners representing at least 20 per 100 social votes.
At the extraordinary general Assembly may treat all matters, including in the order of the day, even the attributed to the ordinary general Assembly if this had not held properly.
Four. If the general Assembly were not convened within the legal deadline may be at the request of any member or associate. To which end, these, prior request to the Executive Council to denounce the omission and if this does not provide the call in within fifteen days from the receipt of the request, encourage the convening of municipal or county judge of domicile, which, with the governing body hearing, will order the call with the formalities prescribed by this regulation and the statutes , and shall, at the same time, the partner who shall preside over the Assembly.
These same rules be observed when it has been neglected by the Executive Council the initiative of membership referred to in number 3 of this article.
5. The call of the ordinary or extraordinary general Assembly will be in writing, in advance, at least ten days and maximum of twenty, expressing the agenda with sufficient detail and specificity. Conditions and form of advertising will be fixed in the statutes to ensure that the call may be known to all members. On second and subsequent degree cooperatives, the call will be published in one of the newspapers with the largest circulation in the province of residence of the entity, without prejudice to the other requirements laid down in the statutes.
Communications and announcements may provide the first and second call and the deadline which must mediate between them. If into silence on these extremes, and if not could take place the Assembly in the first call, it will be necessary to hold the meeting on second call, noting the same requirements in terms of time and form of call than for the first.
6. Notwithstanding the provisions in the previous issues, the general Assembly shall be validly constituted, without prior summons, to deal with any issue, if being together all partners and, where appropriate, partners, even outside the registered office, after setting the agenda, agreed unanimously to celebrate it.
Article 50. Functioning of the Assembly.
One. The general Assembly will be held at the location of the registered office of the cooperative.
Cooperatives which extended its scope to several localities may hold general Assembly in any of them, provided that the town has been expressly determined by the previous general Assembly. Cooperatives of associated work relating to activities involving displacement of partners to workplaces in different parts of the head office may hold assemblies at this place whenever it is a majority of 2/3 of the members and should be paid by the cooperative travel expenses of other members who are not justifiably in the venue.
Two. So the Assembly general, ordinary or extraordinary, can make arrangements necessary assistance, as a minimum, in first call, half more one partner's rights. If this number is not achieved, you will be held on second call and they may take agreements always, either that is the number of attendees, except statutory provision requiring a specific «quorum».
In the event of dissolution of the cooperative, provided for in article 77, c) of this regulation, will be necessary to first call a "quorum" of two-thirds of the members of the cooperative; second call just achieve the proportion of partners who identify the statutes.
3. The partners if justified may be represented by other partners for each Assembly and in writing. It shall be for the Presidency decide whether it is justified the absence and the authenticity of the writing, except statutory provisions which attributed this function to the Executive Council or to an Ad Hoc Committee. Although convincingly proven absence representation is not deemed to be justified, the representative may cast their vote by the represented subject to all the effects after checking until approval of the minutes.
Representation of the partners who is a legal person will be credited in accordance with the rules of general application; to individuals just a private document stating the personal representative and represented identification data and the Assembly for which it is granted.
No partner may hold more than two representations, in addition to yours, be it personal or as a representative of a legal person.
Four. Each of the partners and Associates enrolled in the corresponding book on the date of the convening of the general Assembly have the right to participate in it and cast their vote, except as provided for in article 24 of this regulation. Among the issues to be treated figure precisely the claim about a partner lower, this topic to be considered first, and if the low were not agreed, the affected will recover and can immediately exercise their social rights. The bylaws may define other cases in that should abstain from voting partner in conflict, including cases of Castoriadis or antisocial cooperator interest in the subject to debate in the Assembly.
5. The general Assembly will be chaired by the President of the Executive Council and, in their absence, whereby legally exercise their functions in accordance with the statutes, or you choose the Assembly itself. Act of Secretary that is the Executive Council, his Deputy or chosen to do so by the Assembly.
When the agenda include matters that directly affect the President or the Secretary of the Governing Council the general Assembly shall appoint, in the absence of statutory regulation, who need to perform these functions.
The President will lead the discussion and take care, under their responsibility, that there are no deviations or are subject to the decision of the general Assembly issues not included in the agenda. Agreements on matters not appearing on the agenda will be null.
6. If it will prolong the meeting to successive days shall be recorded in the minutes, but understanding that it's the same call. Extension of sessions may be proposed by the Executive Council by one-third of the members present or represented and agreed by the Assembly.
7. When choosing any kind of charges are included in the agenda, the Assembly may remain open for a number of hours which shall not exceed eight to make partners deposited throughout this time his vote in effect mounted urns, integrating the polling station President or to replace him and two other members and the Secretary of the Governing Council or his substitute le and may appoint auditors to observe the development of the election. The Assembly will not end while not made the poll and counting of votes and proclaim the elect, and the minutes shall include, where appropriate, protests and claims that are made.
8. Corresponds to the Secretary the drafting comprehensive of the minutes of the meeting, in which they interact, at least, the number of attendees and represented.
The minutes of the general Assembly may be approved by the Assembly then have held this, and failing that, must be within the period of fifteen days, by the Chairman and two members, appointed in the same Assembly, who will sign it. When adoption then have held session will be expressed as well and will be authorized with the signature of the President and two assistants. In all cases it will be signed by the Secretary who will be certifying functions.
From the moment of its approval, in one of these ways, the Act will be Executive.
Certifications of the minutes shall be issued which at the date of the issue is the Secretary, with the approval of the President.
9. Also be able to attend meetings of the Assembly if establish you the statutes or that authorizes it explicitly, the delegates of other unions with which it is related to the entity that held the Assembly, of the domiciled in the same locality, and the municipality of the registered office. The President of the Assembly will take care of that in any case the exercise of this possibility undermine or disrupt the freedom and sovereignty of cooperators gathered in Assembly on its own entity, nor the defence of the principles of freedom and autonomy of cooperation. When the agenda include elections for any charges only may attend meetings partners and Associates without prejudice to the provisions of article 136.
Article 51. The right to vote.
One. Each partner will have a simple vote, equal to the unit value. However, the exercise of the right to vote can be established based on the participation of the partner in the operations of the company or of its age in the same.
Two. In cooperatives of first grade, with the exception of housing and consumer cooperatives, the statutes may provide a plural vote, subject to the following rules: to) that the vote is proportional to the antiquity of the partner in the cooperative, which is the kind of this, the participation of the partner operations with their society, or the importance of its community role in the case of a work associate cooperative.
(b) the number of votes by partner may not exceed three, computing this simple vote which basically belongs to the partner.
(c) the number of plural votes may not exceed half of the simple vows.
(d) in matters for which a qualified majority of at least two thirds of the votes, and in any case, for the amendment of statutes and the dissolution of the cooperative is required each partner, including has been recognised to a plural voting rights, will only have simple vote.
3. On second and subsequent degree cooperatives, the vote of each Member entity may be proportional to their participation in the activities of the cooperative of second or further degree, the antiquity of its social cohesion or the number of its partners, but none of them may be alone more than one third of the total votes.
Four. In any case the plural vote will lifetime or may be attributed by the mere fact of being founder of the cooperative or promoter or have played a position in corporate bodies or the cooperative company.
5. Nor you can recognize partners fractional votes, or assign them votes in proportion to their participation in the share capital.
6. Director who is not a partner will assist, when requested, to the meetings of the general Assembly with voice but without vote.
7. The statutes may provide the casting vote by correspondence the cultural level of all cooperators permitting, and subject to the following rules: to) may be used with this system issues or problems which are previously informed of sufficient members of the cooperative, and that the eventual debate would not bring virtually any new data essential or decisive.
(b) under no circumstances this system can become the main means of form and express the social will, given the active democratic nature of cooperation and of the sovereign, formative and informative function of general meetings.
To scrutinize and compute the votes should be used warranties and cautions that are applicable to the scrutiny and computation of votes cast to elect a governing charges.
Article 52. Majorities.
One. Agreements shall be adopted by a simple majority of the votes present and represented at the general meeting, unless the Act, this regulation or the statutes of the company imposed a reinforced majority. In case of tie, it will settle the vote which acts as President.
Two. They will be needed, at least two-thirds of the votes present and represented for: to) agree on the expansion of the capital through new mandatory contributions.
b) agree the decline of social capital except in cases where such reduction come imposed by the functional peculiarity of the capital of the cooperative societies by law or by their Constitution.
(c) require members contributions in the form of activity, products or services that do not come imposed by statutory provision.
(d) require, at any time, responsibilities for his performance of accounts auditors, members of the governing body and, through this body, to the address.
(e) remember reversal before the compliance deadline, the appointments of members of the Executive Council and the Auditors of accounts.
(f) modify the statutes.
(g) agree the merger, own or by absorption with other cooperatives, as well as its doubling or splitting.
(h) other cases that this is provided for expressly by statutes.
3. To agree on the assignment, transfer or sale of some or all workplaces, property, rights or the cooperative activities involving substantial changes in its structure organizational or functional, these matters must appear with proper clearance on the agenda, and will require the Pro agreement of two thirds of the votes, present or represented You can not assume a «quorum» less than half plus one of the total number of members belonging to the cooperative.
Article 53. Preparatory meetings.
One. The by-laws may authorize the holding of preparatory meetings in the following cases: to) when the cooperative has more than five hundred members.
(b) where partners reside in various parts of the headquarters locations.
(c) by reason for diversification of activities.
(d) when there are other circumstances that seriously hamper the simultaneous presence of all cooperators in the general Assembly.
Two. The statutes shall establish the criteria for appointment of members to these boards and the cooperative will always updated census of members assigned to each resulting group.
3. The call of the general Assembly shall include, where appropriate, the convening of preparatory meetings and these will have to be held no sooner than ten days following the call and at least three days before the celebration of the general Assembly. The agenda will be common to those and this.
The statutes shall establish rules for the designation of President and Secretary of preparatory meetings; failing that they shall be appointed by the governing body between them which integrate the respective group.
If the governing body had prepared reports or any other kind of reports, documents, or data for consideration by the general Assembly, also will be provided a copy to each preparatory meeting at the time of the call.
Four. Components of preparatory meetings shall elect their representatives to the general Assembly. The statutes shall contain the basic rules on the nature and scope of the mandate given to the representatives. They will not have more votes than all that apply to those who expressly have conferred its representation, without the limitation established in the number three of article 50 of this regulation, but should be clearly differentiated which are unique votes and those which are plural votes.
5. It will rise at the end of the meeting and approve the minutes, which shall be recorded the name of partners and Associates represented, the representatives, the number and kind of vote delegates in given one of these, the name of which has been reserved the right, and those that have justified his absence. A certification of this Act must act in the power of the Secretary of the Governing Council before the sessions of the general Assembly.
6. The existence of preparatory meetings no conditions or limit in any way the right of information of the partner or associate.
7. In matters not provided in this article about convening and functioning of such preparatory meetings shall be respected, insofar as they are applicable, the rules laid down for the general assemblies.
Article 54. Review of social arrangements.
One. Contrary to the law or the statutes social arrangements are null void and nullification may exercise by the partners or associates in ordinary declarative judgement or procedural runway laid down in the following numbers.
Two. The agreements which injured the interests of the cooperative for the benefit of one or more members may be challenged before the ordinary courts in the period of forty days from the date of the agreement. Attendees to the general Assembly that had been made to place on record his opposition to the contested agreement, absent members and those who have been illegitimately deprived of casting their ballot are entitled to the exercise of actions to challenge. Partner in conflict will have right to demonstrate their opposition to the agreement in the Assembly on the grounds of injury referred to in no. 2 of article 27 of the law, in order to be able to challenge the agreement to.
3. The procedure of challenge of social arrangements be accommodated to the following rules:
1. all the legal challenges relating to an agreement will be examined and will decide in a single process. For these purposes, in populations where there is more than one court of first instance, demands of dispute arising subsequent to another, will split the court seised of the first. The Court, whether or not only in the town, will not course to no claim appeals until after the expiration time specified in number two of this article.
2. it will be competent judge to hear the issue, to the exclusion of any other, of first instance corresponding to the place where there has been general Assembly.
3. the procedure will begin by demand that succinctly denounced Vice determining facts and the legal basis of the challenge will be showcased.
4. at the request of the claimant or claimants which represent, at least, the fifth part of the social votes, may the judge, at the time provide on demand admission, suspend the contested agreement, heard the representatives of society, who may request, at the same time, to ensure any damages that can face society with suspension by bond.
The decision handed down by the Court of first instance may be amended by way of replacement.
Against the resolution of this appeal may be brought on appeal, to be admitted in both effects to the audience of the territory, by writing to be presented within a period of fifteen days.
The Court allowed the appeal and will place the parties to that time as they people at the High Court.
Within the term of location, the appellant shall appear before the Court of appeal, and shall execute the resource using a written reasoned statement, which will be transfer for five days to the Challenger who have appeared, so that they can challenge the resource at the same time.
The Court, without further formalities and vista celebration, will resolve it within ten days. The verdict handed down will not be recourse.
5. the actions of challenge should be addressed against the company, which will have to formulate his reply within the period of nine days. When the actor had the exclusive representation of society, the judge shall appoint the person who has to represent it in this trial, among members who have voted in favour of the contested agreement, taking into account the eventual choice that together these partners had done.
Partners and associates who may have voted in favour of the contested agreement may intervene at its own cost in the process to maintain the validity of the agreement.
6 evacuated the transfer of contestation, the judge will determine without further recourse, if necessary or not the preparatory inquiry, and must remember their celebration, request of all litigants or where, having requested any, challenges to the agreement is based on the injury, for the benefit of one or more partners or associates, the interests of society.
If you adopt the preparatory inquiry, will be proposed in common within six days that the parties deem useful and necessary, practicing the proposal and admitted in the twenty, also common to the parties. Exceptionally this deadline may be extended to carry out those etc. who for legitimate cause, freely appreciated by the judge, have not been able to practice within that period.
7. when cars tested or, in another case, the practice of the permitted period, has not been received the judge, without further formalities, dictate Providence placing the parties so that, in fifteen days, common to all of them, to be brought to the respective Territorial Court, by means of writing in which, at the same time , they will briefly do legal allegations deemed appropriate, and which, if any, will fit them to comment on tests taken. Dictated this Providence, the judge will lift cars to the audience.
8 received the car and after the term of fifteen days from the date of the location, the audience will issue a ruling or not have appeared before her parties and made use or not of their right to make declarations alegaciones.
9. against the ruling in single instance the Territorial Court, will fit only the appeal for violation of law or legal doctrine or by breakage of form.
10. with guarantee enough in the opinion of the audience that has been given the sentence appealed against, you can remember to his provisional execution, subject to compensate damages that this will cause and are approved if the resolution is married.
11. the coasts of the challenge process will be imposed by operation of law to the litigant or litigants expired, if demand is deemed completely or is refused in its entirety, and to those caused in the resources shall apply the provisions of the Civil procedure law.
In other cases, the Court will determine the proportion that must be fulfilled which have common character and caused referred by each litigant or litigants group.
When you experience that any of them were in bad faith, prompting claims reckless or intentional, or notoriously lacking basis or with manifest dilatory purpose resources, the Court may, irrespective of the compensation for damages, if appropriate, impose, as well as the coasts, a sanction of a pecuniary nature, accommodated the importance of quantitative of the lawsuit and the severity of the fraud.
12. the law on Civil procedure shall additionally apply, but in any event be accepted other incidents and resources than those expressly mentioned in the previous sections of these rules, except the replacement, you can always stand.
Four. The statutory terms of commitment should be made express except for actions which proceed according to the law on revision of social arrangements.
5. The sentence deemed action, both the declarative of invalidity and the constituent of cancellation, will produce effects, all partners and Associates, but shall not affect rights acquired in good faith by third parties as a result of the revised agreement.
6. In the General Register of cooperatives is preventively score both demand for challenge of social agreements, if the judge enjoin him to his prudent discretion, as firm judgments that ordered the suspension of an agreement of the general Assembly in accordance with paragraph 4 of the number three above.
The preventive annotation of demand will be cancelled when any occurred estoppel by judgment, withdrawal of the applicant or expiry of the instance; the preventive annotation for the judgment of suspension will be canceled for the same reasons. The judge shall, at the request of an interested party, issue the appropriate command for the cancellation.
If judgment is declared the nullity of the agreement challenged or suspended, the preventive annotation will be cancelled and the judge shall order, in addition, the cancellation of the registration of that agreement as well as the rear seats that may be conflicting with the pronouncements of the judgment. The official in charge of the corresponding General Register of cooperatives will proceed to the cancellation thereof under the commandment which expressly enjoin it.
Article 55. The Executive Council.
One. The Governing Council is the organ of representation and Government of society as such and directly manages the company and exercised, where appropriate, permanent and direct control of the management of the company by management. In any case, it has jurisdiction to establish general guidelines for action, with subordination to the policy set by the general Assembly, and to perform other acts that attributed the Act, this regulation and the statutes (article 28 of the General cooperative law).
Two. It will also assume many representative and managing competences of the cooperative are not expressly assigned to other bodies.
Article 56. Scope of the representation of the governing body.
Representation attributed to the Executive Council in the previous article shall extend, judgment and outside it, to all matters relating to the cooperative, no more exceptions expressly set out in the General cooperative law in this regulation or the statutes of the entity.
Article 57. Composition of the Executive Council.
One. Statutes shall determine the composition of the Executive Council, in number which shall be not less than three nor more than 12 members. At the same time that these alternates, will be chosen, in his case, whose mission will be to replace those in case of vacancy short, by the time that leave you bylaws.
In cooperatives that spread to several areas or whose activity is planned on objectives, phases or sections clearly differentiated, the statutes may provide that the composition of the Executive Council reflects these projections, but the development of this ability may undermine law that assists the general Assembly in order to elect the members of the Executive Council. Of the same Faculty you can use in the statutes of cooperatives of associated work to consider the various professional categories of partners and in other kinds of cooperatives when they have partners work to ensure present you in the Governing Council in accordance with article 20, three of this regulation.
Two. Titular and deputy members of the Governing Council shall be elected among the members, by secret ballot, by the general Assembly, for a period which shall lay down the statutes between two and six years. Nobody can posts more than three involving direct management activities, including all cooperatives is a part as a partner, nor stay therein after reaching age pointing the statutes.
Renewal can only be partially and, unless statutory rule expressly, will occur by half time and number of Directors, in a way that does not match that of the President and Secretary.
The performance of the positions of the Council is mandatory, except for re-election or other just cause.
The general Assembly, hereby stated in the order of the day, may revoke the appointment, just cause before the expiry of the period which were appointed members of the Executive Council.
When a vacancy of a member of the Executive Council and there will not substitute for the replacement shall be reconvened in the following month the general Assembly to cover vacant said. Designee will be it for the time that you leave him to the replaced.
3. Only can be chosen advisors individuals; When the partner is a legal person, may be elected adviser the legal representative of the associated entity. Legal representation corresponds to the President, except that, for these purposes and for each election, he delegated by the appropriate governing body in one of its members. The elected hold the post during the entire period, unless you lose the condition that had to be appointed member of the associated entity, and will act as if it were a Counsellor in his own name.
Four. Except statutory provision that expressly assigns to the distribution of charges - including the Presidency Council - among the elected members to form the Executive Council, means this task corresponds to the general Assembly.
The statutes or the general Assembly shall provide the replacement in the respective charges. If silence means that will replace President titular counselor older, and Secretary, the younger.
The vote of the Chairman will settle ties.
Article 58. Functioning of the governing body.
One. The Governing Council will meet with the periodicity established bylaws, and at least once a month, or in extraordinary announcement at the reasoned request of any of its members or the address. If the request was not attended by the President within ten days, will be convened by who had made reasoned request, provided that membership, at least one third of the Council is achieved for your call.
Two. The statutes will regulate the inner workings of the Council. At any time the Council may request the presence of the Director, for the purpose that it deems appropriate.
3. The Council shall be validly constituted when attend the meeting, present or represented, half plus one of its components. Agreements shall be adopted by absolute majority of the directors competing, and represented, with the exceptions provided for in articles 60 and 65, three of this regulation.
Article 59. The President of the cooperative.
The President of the cooperative shall be attributed, on behalf of the Governing Council, the representation and governance of the cooperative society and the Presidency of its bodies, in the form bylaws established.
The exercise of the representation by the President snaps to decisions validly taken by the Governing Council.
Article 60. Delegation of powers by the Executive Council.
When statutes do not have anything else, the Executive Council may appoint from its Executive Commission or one or more Chief Executive, without prejudice to the powers of Attorney that may confer on any person.
In no event may be subject to delegation accountability and the presentation of the balance to the general Assembly, nor the powers it granted to the Council, unless expressly authorized to do so.
The permanent delegation of any power to the Executive Council in the Executive Committee or CEO and the appointment of members of the Council who shall hold such office will require for their validity the vote of two-thirds of the members of the Council, and will produce no effect until your registration in the General Register of cooperatives.
Article 61. Compensation of the directors.
One. The remuneration of members of the governing body, as appropriate, in accordance with the provisions of article 31, number 3, of the Act, shall be provided for in the statutes, but his determination will be set by the general Assembly.
Two. Although not appropriate remuneration, counselors may earn diets for assistance and, in any case, they will be compensated costs arising on them by their function, all according to what was agreed by the general Assembly.
Article 62. Functions of the address.
One. The competence of the address, when his appointment, extends to matters pertaining to the draft or normal traffic of the cooperative company and many acts interested that, with the limitations laid down in article 56 of this regulation, and within the faculties and powers that had been granted.
Two. Relating acts of disposition of rights in rem, bonds or guarantees, financed by the cooperative heritage, will always require authorization of the governing body, without prejudice to the provisions of article 48 of this regulation.
3. The functions of the Directorate shall be implemented, without prejudice to those made by those Presidents whose charges of statutory rule or agreement of the general Assembly carry associated with activities of direct management.
Article 63. Appointment and dismissal of the address.
One. It corresponds to the Governing Council the appointment of the members of the address using the formalization of the contract, as well as its cessation.
Two. When the Council agreed the EESC members address before the agreed period, apart from the compensation of damages which could come in right, it will be required to give an account of the EESC and its motivation before the general Assembly, consisting so far in the order of the day.
Article 64. The duties of the address.
One. The members of the address will have duties that arise of the contract and the General guidelines for action, established by the Governing Council. On a quarterly basis, at least they will present to the Council a report on the economic and social situation of the cooperative.
Two. Within two months immediately following the close of the fiscal year, the direction shall submit to the governing body, for his report and for further consideration by the Assembly, the explanatory memorandum of the management of the company, the balance and the income statement. At the same time, copy of these documents shall be sent to the Auditors of accounts, for the purposes specified in article 67 of this regulation.
3. Address shall inform the President of the cooperative, without delay, any matter which, in his view, required the call of the Governing Council or, because of its importance, should be known for that.
Article 65. Responsibility of the governing body and the address.
One. The members of the Executive Council and, where appropriate, the address, will play their positions with the diligence that corresponds to a loyal representative and orderly management, and respond against society and against all the members of this damage, mischief, abuse of authority or negligence. In any case, counselors who had expressly saved your vote on agreements that would have caused the damage shall be exempted from liability.
Two. The action in liability against the members of the Executive Council may be exercised, at any time, by the general Assembly or, failing that, by a number of partners or members representing 20 per 100 social votes provided that such action has not been exercised by the Assembly within a period of three months since he agreed to do so , or when this decision was negative. The action is barred three years counting from the time in which it could be exercised.
3. The action on behalf of the company against the direction may be exercised by the Executive Council, consent of two-thirds of its members.
Four. However the provisions of the preceding paragraphs, are except actions for compensation which could correspond to members, partners and third parties by acts of the Governing Council and, where appropriate, of the address, which injured directly interested them of those. The limitation period to bring the corresponding action will be provided in the number two if the plaintiff is a partner, or the general established in the 1978 article of the Civil Code if it is a third party.
Article 66. Provisions common to the Council and to the address.
One. They may not be members of the Governing Council or directors: to) officials in the service of the administration functions in charge, which are directly related to the activities of the cooperative concerned.
(b) minors, except in the school cooperatives, in which event will be as provided in article 119 of this regulation. This exception does not reach over the age of eighteen emancipated or enabled legally, or in associated work cooperatives, the worker members referred to in paragraph to) the number one article 18 of this regulation.
(c) those who play and engaged by or self-employed activities competitive or complementary to the cooperative.
(d) subject to interdiction, the broken and not rehabilitated processed, legally disabled persons, persons sentenced to penalties that annexed the disqualification for the exercise of public office, who had been convicted of grave breach of laws or social provisions and those who by reason of his office may not exercise lucrative economic activities.
Two. Charges of membership in the governing body and the Director are incompatible.
3. They must be subject to prior authorization of the governing body or the general Assembly, respectively, the contracts between the cooperative and the Director or members of the Executive Council. Such authorization shall not be required for acts and services characteristic of the relationship between all cooperative and its members, but to the operations between the cooperative and other entities in which the counselor or Director or their relatives up to the fourth degree of consanguinity or second of affinity, play senior, or which may have direct economic interests. The authorisation granted by the Council shall be informed immediately following general Assembly. The Act held without prior authorization and not ratified by the Assembly is null, leaving to the rights of 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.
Four. They will be null void, with the same proviso established in the previous issue, the operations of assumption of debts, provision of deposits, guarantees or guarantees, loans, and other analogous purpose made with charge to the cooperative and in favour of the Director or of the members of the Executive Council. They also reach parents referred to in the previous number, as well as to any intermediary. The operations that can be done with credit unions shall be governed by the cooperative credit standards.
5. The members of the governing body and the Director are obliged to confidentiality even after cesar in its functions (article 36 LGC).
6. The rectors or directors who are bankrupt in any of the prohibitions in paragraph one of this article or of the paragraph five of article 39, shall be immediately removed at the request of any member or associate, without prejudice to any liability which may be incurred in accordance with article 65 for unfair conduct.
The above is understood without degradation of the Faculty statutes or the Assembly, specify and define the cases accordingly considered excluded, automatic mode or prior authorization, of the conflict of interest that is generically referred to in paragraph (c)) of paragraph one of this article; so that the Assembly can authorize the exception this topic must be with proper separation and clarity on the agenda of that.
Article 67. Auditors of accounts.
One. The general Assembly shall appoint among its members by secret ballot, one to three accounts auditors and where appropriate substitutes, whose number and period which must act, that it will not be less than an exercise economic and no more than four, it shall be fixed in the statutes. Shall apply the provisions of article 51, number three, of this regulation, for the members of the Executive Council.
The exercise of the post of financial controller will result in compensation of the expenses; to right to remuneration this must be provided for and defined in the way that designates the article 61 of this regulation.
Two. The exercise of the audited financial statements is incompatible with the status of Director or member of the Executive Council, and kinship, with respect to the holders of these positions within the limits set out in article 66 of this regulation.
3. The auditor or auditors shall submit to the general Assembly, at the end of each fiscal year, a detailed report on the explanatory memorandum of the company management, balance sheet and income statement, and other documents which mandatorily should submit to the general Assembly for approval, if necessary.
Four. Exceptionally, at the request of the partners, or employees, representing a 20 per 100 of the respective group, auditors may make at any time an extraordinary investigation to clarify the ends or anomalies that are under consideration. Also you can carry out on their own initiative where they reasonably consider that there have been irregularities in the mode of accounting operations.
5. Auditors of accounts have the right in the performance of its function to consult and check the documentation of the cooperative freely at any time and to request assessments which they deem appropriate by the unions or the corresponding Federation.
Article 68. Responsibility, rights and duties of Auditors.
Shall apply to the Auditors of accounts the provisions contained in articles 65, number one, 61 and 66, number five, of this regulation, relating to responsibility, rights and obligations of the members of the Executive Council.
Article 69. Omission of the audited financial statements.
The approval of the accounts by the general Assembly without any prior formality of his speech will be reviewable, and any partner or associate will urge its cancellation in the manner provided in numbers two and three of article 54 of this regulation.
Chapter V of the books and accounts of the cooperatives article 70. Social documentation.
One. The cooperatives will be in order and up to date, the following books: to) book registration partners.
(b) registry book for social parties or titles.
(c) the book of minutes of the general Assembly, the Executive Council and, where appropriate, of the Executive Committee and preparatory meetings.
(d) accounting books, which must be a book of inventories and balance sheets and a journal.
All of them will be completed by the District Court or peace of the place where the cooperative has its registered office, which will be presented to that, prior to their use, stamp on the first page of each Stagecoach signed of which has the book. Also on all sheets of each book is affix the seal of the Court that authorizes it.
The General Directorate of cooperatives and community-based enterprises may authorize cooperatives that request it another set of documentation that offers safeguards similar to the official books referred to in paragraph. The application shall be filed in the delegation Provincial of relevant work by the place of the registered office of the cooperative, who within a maximum of twenty days may refer to the cited General Directorate, which will solve, report of the corresponding management centres of the ministries of Justice and of finance, in his case.
Two. It will also be valid, in terms of accounting books, the seats and annotations by any proper procedure on leaves that later will be correspondingly bound to form voluntary and mandatory textbooks so desired, should be legalized they within the four months following the date of the end of the year, except the book of inventories and balance sheets that it be carried out within the month following each of the transcripts that orders the following article.
3. Cooperatives may request that these authentications performed by the district justice bodies take place in its own registered office.
Four. All books must be brought, what ever the procedure used, with clarity and accuracy, by order of dates, without blank spaces, interpolation, erasures or deletions. They must save themselves then immediately which is warn, ridden in the accounting log errors or omissions. These must be done by expressing values in pesetas.
5. Cooperatives retain the books, correspondence, documents and supporting documents concerning its activity, duly ordained, for five years from the last seat in the books; except what is established by General or special provisions.
6. The cooperatives are required to submit, within three months of each year, by exemplary doubled, in the Provincial Labour delegation of the registered office, the following documents: to) accredited certification of the total number of highs and lows of partners and Associates, properly disaggregated, produced during the year, as well as of the total of these existing cooperative on 31 December.
(b) amount of: social capital, mandatory reserve fund, fund education and social work and voluntary reserves, according to the latest report, as well as maximum figure achieved by social capital in the last year.
(c) class of economic activity carried out by the cooperative during the previous year, with predominant character, framing it in the numbering and nomenclature set out in the annex to the Decree 2518 / 1974, August 9, on the national classification of economic activities and complementary standards.
Delegations should take a copy of the documentation to the General Directorate of cooperatives and community-based enterprises within a maximum period of five days from their reception.
7. In any case, cooperatives will come to facilitate data and information of its activity requested them by the Ministry of labour for the best performance of this its legally mandated functions.
Article 71. Accounting of cooperatives.
One. All cooperative shall keep accounts orderly and appropriate to your activity by the double-entry system. However, those formed by natural persons exclusively cooperatives whose territorial scope is regional or local may request the Directorate of cooperatives and community-based enterprises carry another accounting system that is sufficient for the type of activities. The application shall be filed in the Provincial Labour delegation of the registered office of the cooperative, who counted it with the mandatory report of the labour inspectorate to that centre directors of the Ministry.
Two. The book inventories and balance sheets will open with detailed initial balance of the cooperative.
This book will annually collect inventory, the balance sheet for the year and the income statement.
3. The balance sheet and the income statement will reflect with clarity and accuracy the patrimonial situation of the cooperative and the profits obtained during the fiscal year or the loss suffered.
Four. The income statement will express the gross volume of operations performed and will differentiate the results of exploitation of the originated in circumstances of extraordinary or unusual operations.
5. The balance sheet items will be valued in accordance with objective criteria that guarantee the interests of third parties and following the principles that demands an orderly and prudent economic management of the cooperative. It shall maintain a continuity in the assessment criteria, which may not be varied without rational cause, which shall be expressed, in his case, in own book invent them and balance sheets, and when contributions have been updated must comply as indicated in article 45, two, of this regulation.
6. The President or the Member of the governing body authorized in each case for this sign exercise balance and the statement of income, being responsible for the accuracy of the data contained in them.
7. The counterpart of the background of education and social work, which can not be used under any circumstances to the normal traffic of the entity will be individualized in the assets of the cooperative.
8. The journal recorded every day all operations relating to the economic activity 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 or matching records, in accordance with the provisions of the preceding article.
9. If there is no provision in the statutes of the cooperative contrary, fiscal year coincide with the calendar year.
Chapter VI article 72 cooperative Foundation. General rules.
One. The cooperative shall be constituted and shall have legal personality from the moment they register the public deed at the appropriate office of the General Register of cooperatives, with its decision of reason in the register in the cases where it is compulsory the appointment of a governing body.
Two. Other acts that involve substantial changes in identity or structure of cooperatives that should have Director, since its establishment, provided that they determined in this regulation, shall be also right in the commercial registry of the province where the cooperative is domiciled.
3. The various ministerial departments and the Bank of Spain may carry special census of cooperatives on whose activities have attributed competences in accordance with the laws, which would be duly coordinated with the Ministry of labour through the National Commission created in section 61 of the Act.
Article 73. Statutes.
One. The statutes of the cooperative should be expressed in accordance with the rules of the General Law of cooperatives and of this Regulation: 1. the denomination.
2. the objects of its socio-economic activity.
3. the registered office.
4. its duration.
5. the objective requirements for the admission of partners.
6. the limited or unlimited liability of the members for the social operations.
7. the modules under which partners are obliged to participate in the activities and services of the cooperative congruent with this class.
8. the rules of social discipline, types of errors, penalties and disciplinary procedures and, in particular, serious faults that may be cause for expulsion.
9 period of notice so that the partner causes opt-out.
10. minimum share capital.
11. the minimum value of the title.
12. expression of the mandatory contribution to the social capital that must be performed each partner as a minimum.
13. the claim of having the capital fully subscribed and paid up, at least 25 per 100.
If the disbursement is not total, can the statutes regulate the successive disbursements or send it to subsequent agreements of the general Assembly.
14. Declaration on whether agrees to pay interest to the contributions of members to the social capital and, if so, the type of interest or remission of these extremes to the decisions of the general Assembly.
15. requirements that must be met to transfer between the partners, by intervivos acts, the two sides.
16 deductions that may be made in the two sides partner, which causes low, depending on the cause of this.
17 deadline for the repayment of the social parties to partner causing low or their successors in title.
18. many per cent of net surpluses of each year which will be used for the mandatory reserve fund and fund education and social work.
19 target of education and social work Fund, whose determination and application concrete can leave the arrangements of the general Assembly.
20 destination of the available surplus, either refer to subsequent agreements of the general Assembly.
21 criteria and procedures for the allocation of losses that eventually result to the end of the year.
22 determination of matters reserved to the understanding and resolution of the general Assembly.
23. form of publicity and deadlines for the call of the Assembly general, ordinary or extraordinary, in first or second call.
24. Regulation of the right to vote of the partners and, where appropriate, partners, at the general Assembly.
25. determination of issues requiring a qualified majority in the general Assembly to adopt agreements.
26. determination of the number of members of the Governing Council, and of the limits and guarantees in article 57, two.
27 determination of the period for which will be elected members of the governing body and rules for the partial renewal of this.
28. charges which have to be attributed within the Governing Board, specifying if reserves its designation to the own Executive Council.
29. the inner workings of the Council.
30. determination of the functions and powers of the Executive Council.
31. rules on compensation, if any, of the members of the Executive Council.
32. determination of the number of Auditors of accounts and period that shall be appointed.
33. causes of dissolution of the cooperative.
34. determination of the number of liquidators for the case of dissolution.
35. any other requirement imposed by the General Cooperatives Act or this regulation.
Two. Unless the statutes have planned the establishment of a court or Arbitration Commission which also attributed to the interpretation of those, this function will be up to the Governing Board, without prejudice to that where necessary for the proper enforceability of acts arising from the interpretative resolution, should obtain the ratification of the general Assembly according to the applicable regulatory or statutory rules.
3. The statutes may be developed in the organic, procedural and functional aspects of society or the company Cooperativa in one or several regulations of internal cooperative regime, which must be adopted by the Assembly, unless its provisions could undermine, limited or made exercise and scope of the rights and duties of the partners in the cooperative, any rule to the contrary is void.
The regime of quorum and majorities to approve or modify these regulations, may be less than the required to approve or modify the statutes, but in any case, the subject must be with due clarity and separation in the corresponding order of the day.
Article 74. Preparatory period.
Developers must perform all activities leading to the creation of the future society choosing the effect between them to managers who have to perform the acts necessary for the Constitution of the society prior to enrolling, being this account costs arising due to such. The validity of contracts concluded on behalf of the cooperative before your registration will be subject to this requirement and acceptance by one within a period of three months. Alternatively, managers liable jointly and severally against persons who have contracted on behalf of the society (article 42 - a, General cooperatives law).
Article 75. Process of Constitution.
One. The Constitution of the cooperative shall include the following phases: to) request for qualification to the labour authority, signed by one or more managers appointed for this purpose by the promoters. The application shall be accompanied, tripled copy, draft laws and relationship of the promoters expressing, for natural persons, the name, surname, age, State, national document of identity, profession and domicile, and for legal persons, proof of its legal existence, which will comprise the identification code. It should also express activity, legal title that exercise will compromise the promoters when they are required to belong to a certain class of cooperatives. In any case must also accompany certification of the Central service of the registration of cooperatives referred to in article 7th of this regulation.
(b) the application and accompanying documentation will be presented in the corresponding delegation of work by the place of domicile of the projected cooperative, facilitating by the receipt of the presentation.
The record may be informed in the opinion of the authority that must be resolved by the Labour Inspectorate and by the federal entities of public character referred to in the Royal Decree 2508 / 1977 of June 17.
(c) for credit unions, the promoters must obtain prior authorization from the Ministry of economy, which shall resolve on the prior authorization within a maximum of thirty working days from the receipt of the record, notifying it then to managers.
(d) the competent authority of the Ministry of labour, in term of thirty working day period from receipt of the complete file, must be resolved on the qualification. If you appreciate correctable defects he shall inform of the managers, who are understood to be entitled, except express limitation contained in the request, to raise the authority directly the text corrected in three months.
(e) the writing must be granted within a maximum period of two months to count from the date of qualification, by the General Register of cooperatives, by the promoters, their legal representatives or guardians with powers to do so, sufficient for the establishment of the cooperative.
The script will contain: 1. the statutes which had been qualified Pro and definitely by the General Register of cooperatives.
2 expression that all social capital has been subscribed, and if it has been disbursed entirely or in part and, in the latter case, form and time limits to disburse the rest.
3. the identification of people who have already paid up social parties or disbursed them in the Act grant writing.
4. the cash, property or rights provided by the partners, the value attributed to the contributions and the number of titles or parts received.
5. designation of members that make up the first Executive Council and their respective offices.
6 designation of Auditors of accounts or.
7. the agreements adopted on delegations, powers of Attorney, faculties definition and any other aimed to regulate the operation of the entity.
It may also contain seizure conferred on one or more partners, in the latter case with pools or supportive faculties, to remedy any defect that contrary to the registration of the entity.
8 places in which, where appropriate, will establish branches, agencies or delegations.
9 date in which the co-op will begin operations.
(f) may include in addition in writing all the lawful covenants and special conditions that the founders may deem useful to establish, whenever they is not contrary to the provisions of the law.
(g) a first copy and three copies of the articles of incorporation, or four copies if it is a credit cooperative, will be sent directly to the office of the registry General of corresponding with the registration form.
(h) carried out the registration, in the office of the General Register of cooperatives, the authority which resolved returned to the cooperative the first copy of the writing on the note of registration that will serve, where appropriate, for the taking of reason in the register, and if it is a Credit Union, a copy simple, properly collated and completed It shall forward it to the Ministry of economy.
Two. It will be optional from promoters to proceed to the granting of the deed of incorporation, without the need for prior qualification, the project of statutes or, where appropriate, the rectification of defects observed and reported by the cooperative register.
In these cases, the first copy and the three copies of Scripture, or four copies, where appropriate, will study the request following all the procedures established in the previous issue. In any case, shall be the registration in the corresponding office of the general register of cooperatives, without prior qualification by the officials of the registry office.
3. At the time of applying for registration must be accompanied statement expressive of the kind of activity that the cooperative will be predominant character, identifying it 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 its complementary norms.
When the society going to be multi-purpose or multifunctional, in accordance with the possibilities of cooperative types, according to this regulation and the purpose of the promoters, shall be entered, together with the predominant activity, all the remaining identified with the aforementioned criteria.
Article 76. Merger and scission of cooperatives.
One. ((a) the merger of two or more cooperatives in a new cooperative will be remembering previously each of those its dissolution and the transfer en bloc of their respective social assets to the new entity that has purchased the rights and obligations which the partners and associates of the dissolved cooperative incorporated b) if dissolution is the absorption of one or more unions by an existing affected cooperatives shall also take at their general assemblies corresponding agreements and which continues to acquire the heritages of the absorbed with all their rights and obligations and automatically adding partners and these partners.
(c) in cases of merger or absorption, the agreements of the respective general assemblies shall be adopted with the majority required by article 52, number two, of this regulation, and the dissenting partner will result in low in the form and time limits laid down in article 26, number two, the same.
Two. The splitting or splitting of a cooperative in two or more shall comply with the following rules: to) record will begin with the report of the Governing Council, communicated to all partners and Associates, reasoning the need or desirability of the split or split from the social, economic and financial points of view, to accompany inventory and stock closed 15 days before and proposed detailed portion of the heritage , rights and obligations, share capital and reserve and funds for education and social work, which will be transferred to the party unfolded or split to become new or new cooperatives and that has to preserve, where appropriate, the existing cooperative. Claims about inclusion or exclusion in the relationship formed will be accepted by the Governing Council for fifteen days.
A same partner can belong to more than one of the cooperatives if the nature of the purpose of each of these permits.
(b) the Executive Council shall convene meetings of the partners and associates that would be incorporated in each entity. Be observed by analogy the rules on convening and holding of the general Assembly, but limited the agenda to the proposal of splitting or splitting; the proposal to thrive will need in each case the favourable vote of at least two-thirds of the partners and affected.
(c) if the proposal prospers, the Governing Council shall convene the general Assembly to resolve on the splitting or splitting. The agreement will require the majority established in article 52, paragraph two, letter g), of this regulation. The dissatisfied partner can choose between separate from the cooperative or continue the same without joining the new in the form and time limits laid down in article 20 of this regulation.
3. Agreement of merger, own or by absorption, and the split or spin-off also published twice in the «Official Gazette» of the province and in a newspaper of wide circulation in the province where the cooperative has its registered, and may not be made until three months have elapsed from the date of the last announcement. If a creditor objects during this period, the agreement does not can be effect ensure previously or the unhappy creditor rights are met in full. This not may oppose the payment even if it is not expired credits.
Four. Merger, absorption, splitting or demerger of cooperative agreements shall be subject to the same procedures that acts constituting. The qualification of those agreements will involve the registration of constitutions and extinctions arising out of them necessarily.
In cases of dissolution, if they come, they will not apply the rules on liquidation, or as provided in article 42 of this regulation on the fate of the mandatory social funds, they they will be to integrate the heritage of the new entity, affected to their respective purposes.
5. Agreements and resolutions relapses recovery in the processing of the acts referred to in this chapter and in general all those subject to qualification and registration in the register of cooperatives, may be brought against stakeholders resources provided for in the law of administrative procedure of 17 July 1958.
Chapter VII dissolution and liquidation of the co-operative society article 77. Dissolution of the company.
Causes of dissolution of a cooperative shall be: to) the fulfillment of the term provided for in the statutes, unless extension adopted by the Assembly general and submitted to registration prior to that term. The dissenting partner will result in low in the form and time limits laid down in article 28 of this regulation.
(b) conclusion of its corporate purpose or sudden inability to achieve it.
(c) agreement of the general Assembly, expressly convened to this effect, adopted first call for two-thirds of its members, and second, by a simple majority of the attendees. At the time of convening the Assembly shall be sent to each partner the proposal for dissolution which shall be motivated and will accompany you a closed balance within 30 days prior to the holding of the Assembly.
(d) reduction in the number of partners to a number below the legally required quorum, maintained for more than six months.
(e) reduction in the number of social capital to an amount less than the minimum share capital determined bylaws, held for more than six months.
(f) merger with another cooperative entity or absorption by this.
(g) the Division or splitting, affecting all members and all the cooperative heritage, by disappearance of the ancient legal person.
(h) the bankruptcy of the cooperative society, provided that as well agreed its shareholders as a result of the Court ruling that declares it.
(i) any other cause established in the statutes, the Act or this regulation.
Article 78. Liquidation of the cooperative.
One. Dissolved the cooperative, will proceed to the appointment of liquidators partners, always odd number, which must agree on the same general Assembly which would have decided the dissolution or, otherwise, that this purpose has to convene the Executive Council without delay. In both cases the choice will take place by secret ballot.
When society cannot do effective the appointment of liquidators, these shall be appointed by the General Directorate of cooperatives and community-based enterprises, a proposal in three of the Spanish Confederation of cooperatives, and can also revoke that directive Center; the appointment of liquidators, in this case, may be filled by non-members in people. It shall be presumed that the cooperative is in this case after three months since the dissolution without completing such appointment.
The appointments of liquidators partners may also belong to the members of the Governing Council which has cease to hold office.
Two. During the liquidation period, the general Assembly can agree revocation of liquidators members she named and proceed to new appointments.
The Court of first instance may also agree ceasefire liquidators partners, with just cause, at the request of a group of members representing at least 30 per 100 of the total social votes.
3. During the liquidation period be observed the provisions applicable to the regime of ordinary and extraordinary general assemblies that will be scheduled by the liquidators, who will chair them and who will realize the March settlement and the corresponding balance for approval.
When the liquidators are three or more Act in a collegial way, and must record their agreements in a book of proceedings. The liquidators will choose among them those who need to carry out functions of President and Secretary.
Four. The cooperative during the liquidation period will retain its legal personality. At this time you must add to its name the words "in liquidation".
5. It may bring to the liquidators a compensatory remuneration for its role and costs that originate them credited them, in any case.
6. The liquidation will last the right time to do it, that in principle it may not exceed the period remaining to the end of the current financial year and a full year; However, the general Assembly may grant extensions every six months in the light of the report of the liquidators, provided that this is necessary for the proper exercise of liquidatorias operations.
A copy of the report rendered with the frequency established by the liquidators are will be a working delegation of the registered office.
Article 79. Transfer of functions.
From the time the cooperative is declared in liquidation they shall cease on managing duties the members of the Executive Council and the Directorate, but they shall take the necessary measures to ensure continuity and avoid damages derived from the social downtime.
As soon as they are appointed liquidators, the governing body, and the address, if any, will sign with those the inventory and balance sheet of the company referred to the day that starts the liquidation and until the liquidators begin their operations.
The members of the governing body and the direction if they were required to do so shall be your competition for the practice of the liquidation operations, limited this contest to provide the information and history to claim the liquidators to such purposes.
Article 80. Competence of the liquidators.
In addition to as 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 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.
5 pay creditors, partners and associates.
6 arrange transactions and commitments as appropriate to social interests.
7 to represent the judgment and outside the cooperative for the fulfilment of the functions that are assigned.
Article 81. Award of social credit.
One. The division of the social credit shall be in accordance with the standards which had been established in the statutes or, in their absence, to the set by the general Assembly. In any case will proceed in the following order: 1. be respected fully the background of education and social work, because of its character of unattachable.
2 cleared the social debts.
3. be refunded to members and their contributions to the share capital, revalued, in his case.
4. the voluntary reserves, or subtract from it, may distribute among those who are members at the time of dissolution in proportion to their age and their participation in the social operations from the moment of their respective income.
5. to 50 per 100 of the amount of the fund compulsory reserve, or the remainder of the Fund, once carried out the previous applications, you can subscribe to partners in concept of interests, maximum rate established in article 31 of this Regulation number six, for their contributions to the share capital, if they had not seen them and provided that such a possibility was expressly provided in the statutes for all partners and that contained clear and unambiguous way in the official documentation interest earned by the contributions to capital within that limit of 50 per 100 and the expected interest rate bylaws for this course, if in doubt about the amount of the interests that have been able to earn contributions from partners will be presumed that those amount to the base rate of the Bank of Spain.
6. the excess, if any, liquid credit of the cooperative, both mandatory reserve fund shall apply to the same purpose as the background of education and social work, referring this irrefutable justification registration of cooperatives corresponding, in the period of one month; failure to comply with this obligation to refer in this period that justification can be considered serious misconduct and, if necessary, punished in accordance with this regulation, without prejudice to the provisions of paragraph g) number four of article 132.
Two. The background of education and social work will be irrepartible among the partners; Statutes, where appropriate, or, in their absence, the general Assembly before dissolution agreement, designated purposes to which shall apply provided that they conform to the nature of the Fund, in accordance with the provisions of article 17 of the Act and this Regulation 42/3. Late suitable education fund and social works of other cooperatives of first, second or further degree will be considered. Unions or federations to which it is linked the dissolved cooperative and those of organizations and cultural, educational or social promotion associations directly related to the expansion of the formula and cooperative principles.
3. Completed the liquidation, the liquidators will form the final report to be submitted to the decision of the general Assembly.
The call of this Assembly, as well as done in the ordinary form, will be published in the «Official Gazette» and in a newspaper of the province, at least.
This balance may be challenged by the partners in the terms regulated in article 54 of this regulation.
Article 82. Suspension of payments and bankruptcy.
One. To the cooperative societies, it will be application default and bankruptcy in accordance with provisions in article 48/6 of the Act and this regulation.
Two. The suspension of payment, applicable to cooperatives that are in a situation of illiquidity or that access to the insolvency due to fortuitous circumstances, may request it: the governing body, upon ratification of the Assembly, and, in his case, the liquidators.
Judicial Providence, by whose virtue is in requested the suspension, must register in the register of cooperatives, where the suspended is registered.
3. The creditors of the cooperative may, and the governing body of this shall request bankruptcy judge when one is in patrimonial situation of permanent insolvency; the obligation of this Declaration will reach to the liquidators.
Article 83. Extinction.
Liquidatorio is completed and distribution cooperative heritage and once approved the final balance, the liquidators must request, within the period of ten days, cancellation of seats concerning society in the office of the corresponding General registry of credit and deposit in such dependence books and documents relating to the traffic of the cooperative, always notifying the Spanish Confederation of cooperatives the timely census purposes, and, where applicable, to the Registrar for the cancellation of the reason Jack practiced in his day in the terms provided for in article 72 of this regulation.
Article 84. Modification of statutes.
One. Agreements on modification of bylaws shall be adopted prior compliance with applicable social standards and shall be subject to the same official procedures that constituent acts of the cooperative.
Two. They are not subject to all these procedures, although they require registration in the corresponding General Register of cooperatives, the social agreements adopted in due form on partial change of company name, unless it constitutes trademark industrial, change of registered office in the municipality where the cooperative entity and the increase of the minimum share capital is domiciled. In these cases it will be sufficient for your registration at the office corresponding remission by the cooperative entity of the first copy of the writing of the General Register of cooperatives of the Ministry of labour or, if necessary, testimony of the Court ruling or legitimate certification, with a simple copy, or two if it's a Credit Union to that office, which shall make the registration, if applicable, and at the time of returning the first copy of the deed, testimony or certification with the note of registration to the cooperative entity - that will, where appropriate, for decision of reason in the register - will be a simple copy where necessary to the Ministry of economy.
Article 85. Commercial notarial and registration fees.
Notarial and tariffs from the commercial registers, in cases in which the public deed come imposed by cooperative legislation will have a reduction equal, at least, which is granted to the State. The Government may also increase this benefit for preferential social interest by the Ministry of labour declared unions, prior report of the Spanish Confederation of cooperatives.
Chapter VIII of the General Register of cooperatives article 88. Organization and efficiency of the General Register of cooperatives.
One. The Register General of cooperatives, dependent on the Ministry of labour, will be organized in the form provided for this regulation. The effectiveness of all its units, Central or peripheral, is defined by the principles of formal advertising and material, legality and legitimacy.
Two. The General Register of cooperatives is structured in the following way: to) at the central level, the service of General registration of cooperatives, created by Royal Decree 1305 / 1977 of June 10, which will have the following tasks: to) qualify, sign and certify the acts which, according to the Act and this regulation, be it insofar as they relate to the Spanish Confederation of cooperatives , Federations and unions of cooperatives, cooperatives of second and subsequent degree, credit unions, as well as first-degree cooperatives forced from the time of its Constitution to appoint Director or have also from the Constitution a superscope to the province. Be also sought the competence of provincial registration offices, when the importance or complexity of the so-called warrant, to which end the labour authority of the corresponding province will raise timely consultation, before resolving on the qualification.
(b) receive, conserve and study summaries performed registration at the provincial level, as well as a copy of the statutes of cooperatives registered to that level.
(c) monitoring the application of this regulation, uniquely in its registry, substantive aspects and of procedure proposing appropriate measures of all kinds to ensure better and more effective compliance with the rules and the training of officials responsible for the record, both with the Central and the peripheral units.
(d) interact and coordinate provincial offices where it is deemed necessary to its most perfect concordance, as well as propose resolution of appeals against resolutions non-eligibility the provincial sections of the registry, and appeals against judgments of the Directorate of cooperatives and community-based enterprises on registry reporting.
(e) studying and proposing measures are aimed at ensuring the effectiveness, economy and simplicity of registration formalities and, in general, procedures that must meet both the promoters of projected entities and managers of existing entities.
(f) how many functions are entrusted to it by the General Directorate of cooperatives and community-based enterprises in relation to the previous tasks.
((B) in the peripheral level there will be a section of the General registry of co-operatives in each delegation of work, which will assume the functions rating, inscriptoras and certificantes with respect to cooperatives that are not included under the heading to) above.
3. The General Register of cooperatives is public. It is presumed that the content of the record books is known of all and not their ignorance may be invoked. The non-attached members subject to registration documents will not produce effect with respect to third parties in good faith. The registration of the acts of incorporation, modification of statutes, merger, own or by absorption, split or split and dissolution of entities will be constituent. The lack of registration may not invoke by who incurred his omission.
Four. The advertising of the General registry of credit referred to in the preceding paragraph will be effective through the manifestation of the books and documents of the file, or certificate issued by the registry in charge.
The certification will be the only way to reliably prove the contents of the referred log seats. When it is literal may be authorized by the use of xerocopias or any other mechanical means of reproduction.
5. All documents subject to registration in this register shall be subject to qualification, so books have access only titles that have complied with the legal precepts of imperative character.
The qualification will be based on whichever of the documents submitted and the corresponding seats of the registry.
6. As a result of the qualification will be extension, suspension or refusal of the requested seat, according to correct titles or suffer irreparable or correctable fault.
If as result of the rating is suspended or refused registration of a title will extend the preventive annotation, insofar as the defects remedied or the appeal is resolved.
7. The inscriptions produced all the effects prevented the General cooperative law, the provisions of this regulation and other rules of application and development.
The content of textbooks and the register is presumed accurate and valid.
Registration not validates the acts or contracts that are void pursuant to the Act or this regulation.
The Declaration of inaccuracy or invalidity shall not prejudice the rights of third parties of good faith, acquired in accordance with the contents of the log.
The seats of the General Register of cooperatives will produce all its effects while not register the Declaration of its inaccuracy or invalidity; corporate bodies which are to be subject to qualification and registration agreements may be unapplied validly by the cooperative as long as the corresponding registration is not notified you to this.
Article 87. Record books.
One. At the service Central of the registry General, existing in the General direction of cooperatives and community enterprises, the following books will be: 1. book journal.
2. the book of registration of cooperative societies.
3. book of registration of unions of cooperatives.
Two. The following books will be in the outlying sections of the registry General of cooperatives of the delegations provincial working: 1. book journal.
2. the book of registration of cooperative societies.
Article 88. Book journal.
Journal of each record will consist of volumes of 250 pages useful, more cover and one final blank, properly 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».
Article 89. Registration book of cooperative societies.
One. 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...».
Two. The data which must be noted in the registration of the cooperative shall be the following: cooperative's name, registered address, town, province, the voucher date of presentation, class scope, responsibility, cooperative, minimum initial partners, capital social, takes of reason, in her case, the corresponding register, and if the company is dissolved or in liquidation. The last seat will be cancellation once approved by the Assembly general and completed the liquidation of the cooperative.
These circumstances shall be listed as fixed in the upper part of the registry sheet in two horizontal lines.
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 the case of cooperatives already incorporated to the entry into force of this regulation is to score the new Provincial registration number and a key expressive of the province of residence and, in addition, the number that were registered on the old special register of cooperative societies.
In place respective will print the following words: «Marginal notes», «Date», «Number of seats» and «Registration records».
The registration number of the cooperative shall be inserted in the corner upper right.
All pages numbered consecutively lead seal of the register.
Article 90. Registration records.
One. In the book of registration of cooperative societies will extend the following classes of seats: inscriptions, the first being that of its Constitution; cancellations, caveats and marginal notes.
Inscriptions, caveats and cancellations are practiced then each other, without leaving clear between them, and will have its correlative, which is recorded in figures in their respective column, with signature at the end of each one of them.
Two. The extension of the seats will be in succinctly, referring later to the file or the corresponding file, where the document will be subject to registration.
The registration of the acts of Constitution, amendment of statutes, merger - own or by absorption - and Division or splitting of cooperatives, as well as the change of registered office outside the municipal area, the total change of name, the extension of the term, the dissolution of the cooperative agreement, the Declaration have completed the liquidatorio process and be approved the final balance and the permanent delegation of powers in the Executive Council members or in Executive Committees shall be pursuant to the respective public deed or judgment.
The registration of acts relating to appointment and dismissal of the members of the Governing Council, external accounts auditors and liquidators shall be under public deed or judgment or the labour authorities or firms legitimised by a notary certification. In the cases provided for in paragraph two of article 84 shall be in the form that this precept noted.
For the registration of the acts contained in the preceding paragraphs, cooperatives societies are obliged to send to the corresponding register of cooperatives timely documentation, within the period of twenty business day period from the following which the act occurred.
Article 91. Books of registration of unions of cooperatives.
The registration of cooperatives unions be practiced by the Central Registry service in an independent book subject to the formalities laid down for the book of registration of cooperative societies.
Article 92. Complementary and supplementary rules.
One. The Ministry of labour will dictate in each moment rules of application and development requiring the Organization and functioning internal of the General Register of cooperatives, both in the Service Center and its peripheral services.
Two. In terms of time, resources and other matters not expressly regulated in this chapter or in the rules of application and development referred to in the previous number will be provisions in the law of administrative procedure of 17 July 1958.
Chapter IX employment article 93 regime. Regulations applicable to salaried workers.
Work activities of employees of cooperatives are subject to the rules governing labour relations, with the only exceptions laid down in the General cooperative law developed by this regulation.
Article 94. Participation in the results.
One. When the cooperative has paid at your service staff, every worker shall be entitled to participate in the positive results of the management of each year, in the terms indicated in the following numbers.
Two. Associated work cooperatives, worker involvement shall be equal to 25 per 100 of what would have corresponded in the available surplus worker partner that provides equal or similar activity, and must be paid to that in proportion to the time worked, although these surpluses are not distributed in whole or in part, as returns to the worker-members.
3. In other classes or groups of cooperatives earner will participate for the same concept with partners, the available surplus, the participation of the partners is calculated by the amount corresponding to its activity in the cooperative and the employees salaried by the remuneration that would be for their work, according to regulation or Ordinance of labour, collective agreement or resolution of the applicable labour authorities. The participation of the whole of the workers paid in each cooperative, calculated in this way, may not exceed 15 per 100 available surpluses.
Four. The participation of worker salaried in the positive results of the management in the cooperative, regulated in this article, replace participation in established labour legislation or established in the management of the sector and corresponding activity or benefit that appears under individual or collective agreement in force during the year taken as a basis; But if replaced participation constitutes a greater advantage for the employee, it is this last application.
5. Participation in the results set out in this article shall be effective staff wage within the two months following the date of the agreement of the general Assembly on fate or application of the relevant financial year surplus.
Article 95. Access to membership of work.
Salaried workers accessing the membership of work cooperatives that are associated with work, in the terms provided for in article 20 of this regulation, will do so with the rights and obligations for workers partners in associated work cooperatives. The statutes will be defined, where appropriate, the conditions for the provision of work of these partners in accordance with which determine regulations or applicable labour Ordinance in the sector. Anyway, partner work for one year, counting from the date of your access to the status of such, it should receive for their services a compensation not less has corresponded to which if such services would have paid them on condition of employee.
Chapter X kinds of cooperative article 96. Classification.
One. First degree cooperatives are to be classified in the following groups: 1 field of cooperatives.
2. cooperatives of the sea.
3rd craft unions.
4th credit unions.
5 housing cooperatives.
6 associated labour cooperatives.
7th consumer cooperatives.
8th services cooperatives.
9th teaching unions.
10th school cooperatives.
11. º special cooperatives.
12 trade unions.
13.º transport cooperatives.
Insurance mutuals, promoted by cooperatives will also exist.
Two. Cooperatives of the classes listed in the previous number shall be governed, first, by the special provisions applicable to each of them and, secondly, by the provisions of a general nature, without prejudice to the observance, above all, function and principles set out in articles 1 and 2 of the law.
3. The Ministry of labour, on the proposal of the Spanish Confederation of cooperatives, can develop and complete the groups or classes of cooperatives on the basis of the needs and promotion of the Spanish cooperative and subject, in any case, principles and characters of the cooperative system.
Article 97. Cooperative field.
One. Will be classified as field cooperatives that are formed by owners of agricultural, livestock or forestry exploitations or entities that join them to meet some or all of the following purposes: to) acquired by any title animals, materials, instruments and machinery for the production and agricultural development, and agriculture, livestock and forest-related facilities such as Mills, wineries, olive oil mills, factories of processing, conservation and development of their products or those used for the production and the agricultural promotion.
(b) preserve, produce, transform, distribute, transport and sell in domestic markets and foreign, coming from the agricultural, forestry or livestock farms the cooperative or its partners, in their natural state or previously processed products, being able riding effect necessary ancillary and complementary facilities.
(c) acquire, develop or manufacture any procedure for the cooperative or its partners, fertilizers, plants, seeds, insecticides, compound feed and other elements for the production and promotion of agricultural, forestry or livestock, as well as the use of remedies against pests in the field.
(d) acquire, for tents, clean up and improve land intended for agriculture, livestock, and forests, as well as the construction and operation of the works and facilities required for these purposes.
(e) provide services necessary or suitable for agricultural, forestry or livestock farms or aimed at technical, vocational training, studies, experimentation or analysis and specialized personnel.
(f) any other purposes that are own agricultural activity or antecedent, complement, or a direct result of the same.
Two. The cooperatives of the field may include in their statutes and as secondary purposes the acquisition and supply of goods and services for the use or consumption of rural families.
Article 98. Community farm cooperatives.
Cooperatives of the field those whose partners were owners, anyone that is your basic legal title, land or livestock, and whose social object is the holding in common field and related activities are also considered.
Article 99. Cooperative sea.
One. Will be classified as cooperative del Mar that vessel owners, fishermen, associated guilds of fishermen, owners or holders of algae, cetáreas, fishermen and families shellfish nurseries, farms of fishing dealers, to perform some or all of the following purposes: to) facilitate members of fishing operations in its various forms related to capture, playback and the products of the sea grass , estuaries and marine lagoons.
(b) conservation, transformation, salting, canning and sale of fish.
(c) construction and repair of boats fishing, disposal, construction or purchase of new units of greater and better performance.
(d) acquisition, construction, repair and distribution of chandlers, natural fibres, ammunition and gear, bait, fuel and fats, sonar, radio and other instruments for navigation and fishing tools.
(e) acquisition and construction of industrial, applicable to fishing, cold and with it related service facilities.
(f) acquisition of embryos and copies for the repopulation of nurseries and aquatic reserves and exploitation of natural and artificial banks.
(g) acquisition and cooperative use of forward-looking, scientific ships and oceanographic research.
(h) and in general, what tends to facilitate fishing activities of partners, and sa industrialization, transportation and marketing, even up to the consumer.
Two. The cooperatives of the sea may include, as secondary end of society, the acquisition and supply of goods and services for consumption and use of cooperators and members of their families.
Article 100. Handicraft cooperatives.
One. Shall be classified as handicraft cooperatives which artisans together to develop, produce or sell works or handicraft products; to acquire and transform raw materials or, in general, to perform ancillary and complementary operations of its artisan activity, as well as the services of interest to members.
Two. To this effect the status of craftsman will be credited through possession of the letter from craftsman or corresponding legal title.
Article 101. Credit unions.
One. Shall be classified as credit unions which are to serve, directly or through other credit unions of lower grade, the purposes of cooperative entities of other classes and members of these, and can accept contributions of funds and schedule savings operations, as well as grant advances, loans, credits and discounts, make collections and payments on behalf of its partners or other cooperatives provide necessary banking services and verify any other operation that is complementary to the previous ones or serve for the better fulfilment of the purposes for which the cooperative must comply with respect to its partners.
Two. These cooperatives, which can also be part of other credit unions, only can perform Active operations with its partners and the unique members of associated entities, without prejudice to the provisions of article 16, two of the law, under which may be carried out also finance leases in favour of cooperatives of other kinds.
3. Within credit unions, rural boxes, whose main projection is agricultural, will be serving the field of cooperative entities and de crédito Agrario forming them and of the members thereof, without prejudice to the agrarian society of transformation in article 15 of this regulation.
Also can join preferably breakfast boxes of associated work cooperatives for exclusively agricultural activities, and their partners.
The name of Caja Rural will own and proprietary of these lenders, banning its use to any other, whether or not cooperative.
Four. The reserves of credit unions shall be governed by the rules applicable to the credit cooperative established by the Government, on the proposal of the Ministry of economy, following a report of the Ministry of labour, which will accompany the issued to this effect by the Spanish Confederation of cooperatives.
5. It shall apply to credit unions number two of article 124 for second and subsequent degree cooperatives, as well as the possibility of plural voting for entities that are members, the criteria and limits in number three of article 51 of this regulation.
Article 102. Sections of credit.
One. The Organization of cooperative credit may also take the form of credit section of a cooperative without independent legal personality of the Union of which it forms part, limiting their active and passive operations to the bosom of the same and its partners. Shall not be entitled to accept deposits from third parties or to grant loans or credits which are not intended to finance the activities of the cooperative in which are inserted, although they may provide advances to members by reason of those activities and other operations functionally related with them or with inescapable socio-economic needs of the cooperators.
Two. «Cooperatives that have credit section may not include in its name "Credit cooperatives" expressions, Caja Rural "or other analogous.
Article 103. Housing cooperatives. Concept.
One. Shall be classified as housing cooperatives which have as their object to provide housing and buildings and complementary works exclusively for partners and family, being able to acquire, for tents and urbanize land, and make works, works, and services that are necessary, even for the direct and personal contribution of the work of its partners. When the construction works are not carried out directly they will be awarded in accordance with the rules established in the bylaws or validly agreed in general Assembly convened specifically for the purpose. They may include conservation and dwellings, elements, areas, or common buildings management and the creation and provision of complementary services in its aims.
Also they may carry out activities that are consequential or history of previous weekends.
Two. The existence of business premises, the work of construction or equipment and ancillary services, within the limits authorized by Ordinance techniques and other implementing rules according to the social rating of dwellings shall be without prejudice to the consideration of the cooperative as such.
3. Housing cooperatives may be a maximum of province-wide.
Four. No one may be partner simultaneously two or more housing cooperatives in the same locality, with the exception provided for in the number three of the article 105 of this regulation.
Article 104. Execution phase.
One. In the assumptions that buildings are scheduled at different stages or for different sites, the general Assembly will establish program and execution thereof, to which end this point shall contain so clear and with the due separation in the call and corresponding order of the day. The statutes shall establish the required quorum and majority requirements.
Two. Also statutory rules may provide for and regulate the construction of each phase or block is made with autonomy of management and separate assets affected to this object, without affecting members not integrated in each of the promotions are held accountable by the GEMAP, provided that they meet all the requirements of article 4th, number three , of the law. In any case, it will be necessary that they carry independent bookkeeping, without prejudice to the general of the cooperative. When use is made of this possibility shall be recorded previously and expressly against the third parties with whom is to be hired.
Article 105. Assignment of the right to housing.
One. The use and enjoyment of the housing may be awarded or transferred to partners through any title admitted in law. As a result, ownership of dwellings can keep it cooperative, or be transmitted to partners. The implementing rules governed the characteristics that set the formulas of use and enjoyment of the housing. In any case it is possible the transfer or the exchange of the tenancy law or use among members of housing cooperatives, respecting the order of seniority among the partners.
Two. System procurement or distribution partners from dwellings established in cooperative regime must recorded bylaws or agreed in general Assembly subject, in any case, the principles and character of the cooperation.
3. No one will be holder of more than one dwelling of cooperative promotion, simultaneously and in the same locality, except the rights recognized for those people who have the condition of large families.
Article 106. Assignment of rights to third parties.
One. The partner who before gaining full ownership of housing and, in any case, desiring to before five years, except where statutes indicated another superior, starting from the date of issue of your certificate of habitability or document that legally replaces it, intervivos cede their rights to such housing, should put it at the disposal of the cooperative before the governing body who will indicate which among its registered partners as expectant, in strict order of seniority, be subrogated in the rights and obligations of the former. The list of expectant partners shall appear on the Bulletin Board of the cooperative and the corresponding special book which should lead the cooperative.
The amount actually disbursed by the partner, increased, where applicable, with the revaluation that has experienced according to the consumer price index, will be the price payable by the successful tenderer partner. If within the period of three months is not exercised that right by purchasing preference or use between partners, on housing, means that the governing body authorizes the alienation a stranger with the previously established limitations of price.
Two. For the purposes of ensuring the rules stated in the previous number, statutes may set as minimum length of the cooperative, the precise time to individually allocate dwellings to members, and five years counting from the grant of the certificate of final qualification, habitability or document that legally substitute them.
In the event of non-compliance by the partner's obligations with respect to the cooperative, according to the previous issue, the governing body may either bring action to recover the property or possession of the property or require partner, by way of rescue of the eventual capital gain, 20 per 100 of the price received by the housing assessed by the Ministry of public works and urbanism, unless the seller try truthfully according to the cooperative, which paid a lower, in which case this will be the amount taken as a basis for the corporate penalties, without prejudice to the proofreaders functions that correspond to that ministerial department.
When the House which seeks to alienate has not passed in full ownership partner, the sanction taxed the amount outstanding.
In any case non-compliance with the above obligations may be reported to the Labour Inspectorate for the purposes of the administrative fine proposal and without prejudice from responsibility for breach of the contract of the cooperative society.
The Covenants of any kind aimed, directly or indirectly, to disappoint the above rules, shall be null, and the party that contracted with the offending partner will be responsible for solidarity with him by the following concepts: corporate sanction, the return of any type of aid or Government grants received by the partner or partner housing cooperative , and when the housing cooperative was fiscally protected, all taxes, if any, partner, would have had to pay if the entity had not been this fiscal rating.
3. The amount of the corporate penalty will be admitted to the education and social works of the cooperative Fund.
Article 107. Yields of the local destination.
One. If the business premises or complementary buildings built by the cooperative were capable of producing income, the amount will be devoted to common costs of conservation, maintenance and improvement of the houses to which they belong and which exceeds, the amortization of the economic benefits derived from official bodies for the promotion of housing.
Two. In the case of alienation of the mentioned premises, when the result of the sale are not included in the financing of housing, the amount obtained will proportionately decrease the price of housing, and when these have been transferred to partners in lease, the amount of that sale will have the destination referred to in the previous number.
3. In both cases, lease or alienation, respectively, of those yields will be deducted previously the percentages corresponding legal or articles of Association funds reserve and education and social work.
Four. The above rules are understood applicable except statutory provision that establishes as a unique destination for the yields obtained in any case the background of education and social work.
In compliance with the provisions in this section and in the former, it will allow breaking criteria and limits set out in article 10.dos of this regulation.
5. The provisions of the above precepts is understood without prejudice to the competences of the Ministry of public works and urbanism under the sectoral legislation applicable to the activities of housing cooperatives, and limitations established by the specific legislation under which is carried out the construction of dwellings and that come imposed by the rules governing horizontal property regarding them are applicable.
Article 108. Associated work cooperatives. Concept.
One. Shall be classified as cooperatives of associated work which first and foremost and typically associated workers organized in enterprises or collectively, through his personal work, execute works, tasks or services for third parties.
Two. Loss of membership determines as a result the cessation of delivery of work in the cooperative.
Article 109. Trial period for the admission of worker-members.
One. The statutes of cooperatives of associated work may provide for the admission of new members a trial period, where no more than six months, during which the cooperative and the applicant may resolve their relationship by free unilateral decision; You may also bylaws noted the possibility that the trial period may be reduced or removed by agreement of both parties. In any case, the admission agreement may be challenged before the general Assembly under the terms provided for in article 19 of this regulation.
Two. During the trial period, the payment of the entrance fee, will be delayed if one exists, and the disbursement of capital initial and mandatory in full-fledged partners want to subscribe until the applicant in proof not that condition; You shall not be entitled to vote or will reach you no financial responsibility for the activities of the cooperative.
In the referred period, the applicant will enjoy the benefits of Social Security, according to the modality by which had opted in the statutes for the worker-members, on the basis of provisions of article 111 of this regulation. You can also assist with voice to the meetings of the general Assembly, and of commissions and committees related to the training and promotion of partners and similar, as well as having right to returns, if necessary.
Article 110. Employees and their admission as members.
One. Associated work cooperatives the template fixed employees number shall not be greater than 10 per 100 of the total of members. Apprentices are not counted in that percentage.
Two. In any case the worker an employee with more than one year old, it will have to be admitted as a partner if it meets the other requirements, and requests it at the end of six months from the time they reach this antique. After this period, any request for income partner will involve for the worker the obligation of exhausting trial that secured the statutes in accordance with the provisions in the preceding article, or, failing that, the expected to point to the general Assembly, but if he is not supported as a partner, will continue with entirely rights attending as a salaried worker except that the rejection as inadmissible due to acts that constitute legal grounds for dismissal provided for in the existing labour legislation. The condition of employee novará in the socio-trabajador, when the consolidation of this reach.
Article 111. Social security scheme.
One. Associated work cooperative partners will enjoy the benefits of Social Security, and can choose the cooperative among the following modes: to) as assimilated workers employed in the assumptions and terms established by Royal Decree, to joint of the ministries of labour and health and Social Security proposal, prior report of the Spanish Confederation of cooperatives.
Such 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.
Two. The cooperatives will exercise the option in the statutes.
Article 112. Internal functional organisation.
One. Associated work cooperatives will define in their statutes the basic elements of its internal functional organization, leaving as a task reserved to the general Assembly its development in terms that the fixing of the hierarchical structure of the company and targeting of modules for participation in the outcome of the economic management depending on the level of employment, degree of specialization and intensity of activity entrusted to the socio-trabajador dedication to reach. The implementation of a whole, will be committed to specific management bodies and all, without prejudice of schools matching the dynamics of production, according to the functional organization adopted to managerial positions or established coordination.
Two. Members receive periodically, in no more than a month time, labor advances in amounts similar to average wages in the area and sector of activity for different jobs, work or Professional category. These advances are periodic perceptions paid on account of the final results of the economic activity of the cooperative, and the annual computation shall be at least equal to the national wage.
These advances, because of the vital needs covering, shall enjoy the same guarantees of protection than the salary, except as provided in the preceding paragraph.
3. The lack of coverage during more than two annuities of the inter-professional minimum on an annual basis, will result in disqualification of the cooperative.
Article 113. Contentious issues.
One. Contentious issues arising between unions work associate and the socio-trabajador by its status as such, will be resolved by applying, on a preferential basis, the General Cooperatives Act, this regulation, remaining rules of application and development, and the statutes of the State, and shall be subject to the decision of the labour courts, as provided for in the following numbers.
Two. Referral to the jurisdiction labor, attracting competence of its courts, in all grades, for knowledge of the issues fixed in generic way in number 6 of article 48 of the General Law of cooperatives, and in a concrete way that concerning the right of access of the worker paid membership of recognized work in number 3 of the same article 48 of the General Law on cooperatives and articles 20 and 95 of this regulation; the perception of labor advances and returns that come by end result from exercise, insofar as some and others may be payable; to the ceasefires in the condition of socio-trabajador, or partner of work, both by choice of partner and by decision of the cooperative; to appeals against sanctions imposed for breach of social norms of labor discipline, insofar as these entail obligations specific to the condition of socio-trabajador or the adopted sanctions affect directly to it; refunds and rebates at the time of termination and not detailed included in generic formulation and by forwarding this relationship headed.
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 company; participation in the social organs of Government or control; the deduction of responsibilities deriving from the participation and those other issues that do not appear affected the contribution of work from the partner or its effects, or committed their rights as a worker member.
Article 114. Special procedure.
One. The handling of the issues referred to in the preceding article will accommodate procedure subject to the generalizing rule of substitution referred to in article 98 of the law of labour procedure, completed by the following special rules: to) be judiciary competent to hear these contentions, that it 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 and returns of the last financial year.
(c) demand approach will require the deduction of request before the Council Rector of the cooperative, which will resolve within fifteen days, during which will be suspended the computation of periods of prescription or expiry for exercise of actions or assertion of rights.
(d) when the actor's request would raise dissatisfaction with internal record ruling, the judge agreed this contribution to actions, always providing its view to the interested in term not less than three days, previous to the designated for trial.
(e) procedural proceedings set out in number two of article 11 of the General cooperative law for expulsion of a partner and the way contentious in disciplinary procedures referred to in the same article number three, shall be replaced, in the special procedure governing now and the only so-called of socio-trabajador in cooperatives of work associated by the rules of procedure contained in the second section, second title, book two of the current Labour Procedure Act. In this processing, notification of the expulsion agreement replaced the delivery of letter of termination, and the request to the Executive Council, referred to in subparagraph (c)) from this number, interrupted expiration action for a maximum of fifteen days, reserved for the resolution of the Council.
The unfairness of the cessation or sanction in the measure adopted will allow the judge fixing the indemnity to the sanction of lower entity substitution, solving both assumptions about the economic significance of the damages suffered during the processing. In any case, the readmission of the socio-trabajador against the agreement of the general meeting of partners may impose.
Two. Matters referred to this special procedure are excluded from the alternative route of arbitration to the federations of cooperatives and the Spanish Confederation of cooperatives.
Article 115. Consumer cooperatives.
One. They are classified as consumer cooperatives which have as their object to ensure, in the best conditions of quality, measurement, opportunity, information and price, the goods and services for consumption or use of the partners and, where appropriate, their families.
For this purpose shall be relatives all people who for reasons of kinship, dependency, or other valid link and sufficient for this purpose, are part of the same household, living under the same roof or constitute a unique scope of community coexistence.
Two. They may take one or more of the following ways: to) supply of consumables, use, including school, clothing, furniture and other elements of the grave goods or home and the domestic economy, produced by itself LCCU or acquired from third parties.
(b) of diverse restaurants, transportation, and other similar services.
(c) of supplies such as water, gas, electricity and sewage.
(d) relief, medical, pharmaceutical, hospital and burial and forecast for performance that is not right within the Social Security benefits.
(e) in savings for the consumer.
(f) of activities and services for the cultivation of leisure time.
The use of these cooperatives formulas will not release obtain authorizations, licenses, or concessions which, according to the specific legislation, are coming, but they must take into account the special nature and social function of the cooperative formulas that the State must promote, in accordance with the law.
Article 116. Operations of collective interest.
One. Consumer cooperatives can provide and serve to non-members in the following cases: 1 public and private entities and the public in general when to do so by order of the competent authority and for reasons of public utility.
2. when it is necessary to pay off balances of items that no longer operate or that they considerably desmerecerían by a longer shelf life.
Two. Excesses of perception corresponding to operations with non-members not be distributed, in any case, between the partners and will be applied to the background of education and social work.
Article 117. Cooperative services.
One. Shall be classified as services cooperatives which still not included in any other class listed in article 96. One of these regulations, associated with industrial, professional and, in general, persons or corporate entities to share the same need to conduct operations aimed at the economic, technical and ecological improvement of the activity and operation of its partners, such as in common: to) acquired by any title and distribute materials partners, tools and all sorts of means of production.
(b) conduct preliminary operations in common or finalize transformations also in common.
(c) exercise ancillary or complementary industries of those of their partners.
(d) sell the products obtained by the cooperative or its partners in domestic and foreign markets.
(e) conduct, in common, collection, treatment, purification or elimination of products and residues harmful to nature.
(f) any other function warranty, lease financial or similar carried out cooperatively that complement or facilitate the economic, social, professional or business activity of the partners.
Two. They will be considered especially classified in this group the cooperatives of services of companies carriers involving companies – individual or collective – in the industry to carry out one or some, or all, operations and activities described in the preceding paragraph, relating to the carriage of persons or things, or mixed, by any of the natural spaces. These cooperatives, because of the special services that provide to the community, or how much involves elimination of costs or cost of different transport operations, through the use of elements and means of production common can enjoy the incentives set out in this regulation or that the effect is established.
Article 118. Cooperative education.
One. Teaching unions which have as their main object seek the solution of the problem of teaching, at different levels, as well as the Organization through cooperative methods will be considered. Shall be equally considered as such cooperatives that seek or organize any type of educational activity, in any branch of knowledge or training technical, artistic, sports or others.
Two. Members of the cooperatives of teaching will be parents or their legal representatives, and the students themselves when they are older or are emancipated.
3. Shall be considered as work associate teaching unions the integrated by teachers and other education professionals and, where appropriate, not teaching personnel of the Center or centers of teaching cooperativizado. These cooperatives will you apply the rules laid down in this regulation for the work associated.
Article 119. Cooperatives of schoolchildren and Juveniles.
One. They will be classified as cooperative school which, having aim instilling the idea of cooperatives among schoolchildren and train them in the practices of the Organization and cooperative regime, associated exclusively with students of the schools, of any grade or class, or young people with the help of principals, teachers, parents or legal representatives of students and individuals wishing to encourage them.
Two. Such cooperatives may, among other things, perform the following operations: a) the acquisition or production of books and all kinds of didactic material.
(b) the acquisition or production of items of consumption and personal use of the partners to the extent that contribute towards the best and most economical in the halls, smaller schools, community residences, student canteens and similar institutions.
(c) the Organization of cultural activities, study trips and vacations.
(d) support to the study, in terms of accommodation, food and transportation.
(e) information, orientation and processing of matters of student interest.
(f) the practice on a small scale for all forms of cooperation that has at its disposal.
3. One cannot create is more than school cooperative for same purpose by each centre. However, students enrolled in different centres may cooperate together for better and more comprehensive compliance with its object. In such a case, the corresponding Federation, heard the associations of parents of pupils, will propose the shortlisting for the functions of guardian and custodian of funds.
Four. The cooperatives of school always constitute a matter of limited liability and they will operate the following particular conditions: to) the existence of a tutor, who will appoint the society, prior choice of the general Assembly, with a slate of three that among the elderly Center staff propose the cloister, who will be part automatically, with voice and Faculty of suspension of agreements the Governing Council and the general Assembly, whose meetings you attend. Against the suspension agreement, the cooperative may raise consultation, within fifteen days, the Ministry of labour that will solve, report of the Spanish Confederation of cooperatives.
(b) existence of a depositary of funds, which may be a partner or not, older age, elected by the general Assembly, while accounting and ancillary services will be carried out by the governing body.
(c) to supplement, if and as necessary, the insufficient capacity to act partners components of governing bodies, is attributed representation of the cooperative, in its relations with third parties, the guardian and the depositary jointly and severally, with the powers, obligations, responsibilities and incompatibilities provided for this regulation with respect to the Rector Council of cooperatives.
(d) those who promote or protect, membership, school cooperatives will take part in the operations of the cooperative, but not to their advantage.
5. Children, students of educational institutions legally established, may be part of the school cooperative of the corresponding Center and therefore participate in their governing bodies, anyone who is his age, but in the articles of incorporation must appear with sufficient legal capacity, who are students or representatives in the minimum number required by law. To the Constitution dossier will be mandatorily accompanied the report of the Director of the Centre or educational establishment.
For the purposes of capacity, it will be enough to appear in the record book of partners that if the condition of being student of the respective Center, unless expressly stating the opposition of the parents or legal representatives of the child, or the Federation of cooperatives in the case provided for in this article number three.
6. Principals and teachers of schools formed primarily by children or adolescents may promote the establishment in the respective centre of a grouping composed of students who voluntarily adhere, without external formalities, in order to inculcate among them the ideas and practices of the cooperative movement, taking care to observe for the functioning and activities of the grouping provisions for cooperatives of school insofar as they are applicable.
The same Faculty create pre-cooperative groups shall correspond to the corresponding cooperatives Federation, in accordance with the provisions of this rule.
When grouping relationships with third parties in the development of their cooperative activities to acquire relevance, it must be school cooperative endowed with legal personality, with observance of the requirements set in the General Cooperatives Act and this regulation.
Article 120. Special cooperatives.
One. Cooperatives of disabled persons, both specialized and multifunctional, are classified in this group, provided that at least 75 per 100 of its members are disabled qualified as such by the units provincial of assessment of disabled, dependent on the Ministry of health and Social Security.
For the registration of the Constitution and other key events in the life of these cooperatives that need to access the cooperative registry will be mandatory the prior favourable report from the Provincial Cabinet of the service of recovery and rehabilitation of disabled persons of the above-mentioned Department, without prejudice to other procedures that apply, in accordance with this regulation; that report, as well as clarify few ends of your competition seek you the corresponding register of cooperatives, shall take a decision on the desirability or need that the projected entity has an own and exclusive, medical service or concerted and shared with other similar cooperatives, directly or through joints that may constitute, as well as to the suitability of the premises patterns of work, services, performance, program of rehabilitation and similar actions of each entity, data that developers or rectors must expose a memory along with the application of incorporation or registration of the relevant agreement.
The convening of general meetings of this kind or group of cooperatives shall communicate, at the same time as partners, the SEREM Cabinet and the register of cooperatives is where registered entity, in order that the appropriate authorities designate two technical-level officials advise attendees to see the degree of fulfilment of the purposes of the institution; uniquely social and cooperative of disabled cooperators, through adequate social motivation and progressive retraining them.
Two. They are also considered to be included in the Group of special cooperative societies of companies or public service cooperativizados integrated, in whole or in part, by the entities that referred to in article 8, number three, of the General Law of cooperatives, as well as cooperatives founded by these bodies to meet basic needs of public employees that provide services to such entities and that may also be in the interests of the community they serve.
The implementing rules or, eventually, which serve as a channel for the promotion of such societies may detail the basic organic and functional peculiarities of these societies, whose statutes must conform to the characters and provisions of the Act; (the allocation of votes to each public entity may conform to the criteria of article 25, 1, b), of that law, in accordance with the nature and character of service to the community of public bodies and without prejudice to the observance of the function and the principles of all cooperative, according to articles 1 and 2 of that legal standard.
Article 121. Trade unions.
Shall be classified as trade unions which are formed by merchants, wholesalers or retailers, or owners of catering companies or to develop some of the same activities, to develop in common many operations and activities involve economic and technical improvement of the activity and exploitation of its partners, and may exercise ancillary or complementary industries of the partners as well as any other function that is antecedent, complement or consequence of the activity thereof.
Article 122. Promoted by cooperative insurance mutuals.
Cooperatives can create mutual insurance, which may only be mutual creative cooperative partners. These mutuals will be subject to the law on management of private insurance and supplementary provisions, to apply on a suppletive basis provisions of title I of the General Law on cooperatives and concordant rules.
Chapter XI branches and types article 123. Differentiation criteria.
One. Without prejudice to the established in the previous chapter about classes or cooperative groups, these, given the breadth of its corporate purpose in accordance with article 1 of the Act, may be differentiated by the Ministry of labour in branches and types, according to the economic sector in which it works, the sole or main activity to develop and service or product on which are projected to facilitate the better fulfilment of its purposes, the defense of their interests, and possibilities of organization of the cooperative movement.
Two. Provisions of the previous number is understood without prejudice to the rules that they can dictate in order to an appropriate statistical treatment of data of the cooperative sector.
Chapter XII groupings and the cooperatives article 124 concerts. Second and subsequent degree cooperatives.
One. Cooperatives may associate voluntarily each other in cooperative limited, second or further degree, for compliance and service development purposes or General and common interests.
In these cooperatives may be appointed for the posts of accounts auditors and advisers associated cooperative partners.
Two. The general Assembly shall be the competent social organ to agree the creation of cooperatives of second and subsequent grade or accession to one already made, by a simple majority of the attendees, being able the statutes set the minimum quorum for valid Constitution of the Assembly, whose agenda shall include with due clarity and separation this topic.
Article 125. Associations and concerts.
One. Cooperatives may be held between Yes, or with other individuals and entities, concerts for exchanges of goods, products, raw materials and services, training of funding of compensation, establishment of a unified in concerted operations and any other acts or operations that facilitate or ensure the achievement of the purposes of cooperative.
Two. Cooperatives, in any case, may be associated with other natural and legal persons, as well as have them participation for the better fulfilment of its purposes. Surpluses produced to the cooperative by the Association involving corporations, will necessarily be integrated into the mandatory reserve fund.
3. Where cooperatives are associated or conclude among themselves, members of each one of them can enjoy services and operations of the others subject to the mutual and equitable assistance among the members of each cooperative and strict adherence to cooperative principles.
Article 126. Incentives for the associations and cooperative concerts.
The State will encourage associations and cooperatives, provided for in the articles 123 and 124 concerts of this regulation, in order to eliminate unnecessary steps in the brokerage, in its different phases, in the interest of the community in general and the partners in particular.
TITLE second promotion and development of the cooperative movement first chapter social value of article 127 cooperation. The State and cooperation.
The State assumes as a function of social interest the promotion, encouragement, development and protection of the cooperative movement, and its entities, in all its forms.
Chapter II of the public administration and the cooperative movement
Article 128. Administrative action.
One. The State will act on the cooperative agenda, in General, through the Ministry of labour, without prejudice to the powers attributed to the other ministerial departments in relation to their specific legislation.
Two. In accordance with the provisions of article 58, two of the General cooperative law, the State will provide the Ministry of labour of the resources and services necessary for the performance of its functions in respect of cooperatives. The structure and functioning of these services will be set by Decree, on a proposal from the Department (article 38 of the General cooperative law).
Article 129. Disqualification of the cooperative.
One. The Minister of labour, and respect to the credit unions, the Minister of the economy, may agree to ex officio, or at the request of members of the cooperative, other ministries, the Spanish Confederation of cooperatives, or Federación de Cooperativas corresponding, the disqualification of the cooperative as entity such by any of the following reasons: to) failure occurrence of any of the essential requirements to qualify it as cooperative pursuant to law General of cooperatives.
(b) serious and repeated violations of the General Law of cooperatives, of this regulation and other rules of application and development, as well as statutes.
(c) inactivity of organs of the cooperative for more than three years in a row, and cessation of cooperativizada activity, during the same period, without just cause.
(d) the case of associated work cooperatives, incurring the so-called typified in article 112, number three, of this regulation. When any of the causes provided for in the previous issue are, the Administration should require the cooperative so that, within a period not exceeding six months, meet legal minimum requirements; case be unattended requirement, will proceed in the manner provided in the next issue.
3. The administrative decision of disqualification will always be motivated, and required the instruction of the appropriate record, with audience of interested entity and report of the Spanish Confederation of cooperatives, which will issue it in twenty days. If it had not issued within that period shall it be evacuated. The resolution, which will take effect registration of trade, will be reviewable in contentious, and if you use will not be Executive while it justifiably not sentence firm.
Four. The disqualification, once firm, involves the dissolution of the cooperative.
5. Provisions of the previous numbers is understood without prejudice to the Faculty attending the registration of cooperatives reclassify a cooperative well at the request of the same by agreement of modification of the corporate purpose, good trade as a result of official testing that shows such a mutation in fact, or an error in classification above, provided that in any case the actual social object content required by the classification of the entity in another distinct group of the one in which it was initially registered.
In the second case this will result, in addition, the initiation of appropriate disciplinary record by serious.
Article 130. Cooperative inspection.
One. Inspector function on the implementation of cooperative legislation, as such, shall be exercised by the Ministry of labour, through the national body of the inspection of labour, in accordance with the law 39/1962.
Two. The sanctions arising from this function must be paid regardless of which may correspond to the offences committed by the cooperative on enforcement of the specific legislation that is applicable by reason of its corporate purpose, whose surveillance shall be to the competent ministerial department in the subject.
3. In accordance with the provisions of article 80 of the General cooperative law, corresponds to the Bank of Spain the inspection of the financial activities of credit unions. It is also up to the Ministry of economy the imposition of penalties for breach of such legislation.
Article 131. Sanctioning procedure.
One. The processing of the disciplinary proceedings for breach of the cooperative legislation insofar as such it will be developed in accordance with the administrative special procedure of imposition of sanctions for breach of social laws and for the payment of Social insurance contributions, approved by Decree 1860 / 1975, 10 July, no more modifications than those contained in this regulation. Report of the ministerial department related to the activity of the affected entity shall be sought for the qualification of the facts, where necessary.
Two. The sanctioning procedure may be initiated at the request of the Spanish Confederation of cooperatives in the exercise of functions that are legally entitled to.
3. When it is necessary to determine the possible damage caused by the alleged infringement to the cooperative movement, the authority which should resolve report on this particular ask the Territorial cooperative Federation concerned; If the infringing entity have a higher level to the corresponding to your address broader Federation, the report should refer to of the Spanish Confederation of.
Article 132. Faults.
One. Cooperative entities will be subjects responsible for the actions and omissions involving breach of obligations which establish the General Cooperatives Act, this regulation, the remaining rules of application and development or the statutory.
Two. They will be considered minor offences: to) have moved the cooperative its registered office to place other than the registered in the General Register of cooperatives without proceeding to the registration of this circumstance.
(b) not having met the Executive Council with the bylaws established periodicity or, at least, once a month.
(c) not carry in order and up to date, for a time not exceeding four months, books that the cooperative is obliged to take in due form.
(d) does not provide the cooperative in the form and deadlines the documents and data that come obliged to send to the Ministry of labour.
(e) not make effective salaried staff participation in the positive results of the management, within the time limit set in this regulation.
3. Shall be considered as serious infringements: to) do not carry, exist together, groups or sections in the bosom of a cooperative, independent accounting, without prejudice to the general of the society.
(b) not included in the company's name the words "Sociedad Cooperativa" or its abbreviation «S. coop.», or do not express the kind of responsibility for it.
(c) information on any aspect of the progress of the cooperative that can demand that those partners deny.
(d) report to the general Assembly, the Executive Council, of the cessation of the Director and his motivation.
(e) the governing body agree the expulsion of a partner without observing the procedures established for that purpose.
(f) acquire the cooperative, for valuable consideration, two sides of its own capital or accept them by way of pledge.
(g) exceed the sum total of the two sides of the whole of the third part of the equity partners.
(h) do not conform to this Regulation as deductible expenses to obtain the net surplus.
(i) do not allocate to the mandatory reserve fund and the Fund of education and social work in quantities that must nourish them pursuant to this regulation.
(j) does not convene the Governing Council to the general Assembly, in time and with regulatory formalities.
(k) does not designate a representative of the workers paid in the Governing Council when the cooperative is obliged to it.
I) not renewed charges of the governing body, as appropriate.
LL) re-elect the governing body charges without observing the limits and guarantees established bylaws under the protection of article 51, two, of this regulation.
(m) not have named the general Assembly to the auditor or auditors of accounts.
n) not to present the address to the Executive Council, in time and form, the quarterly report on the economic and social situation of the cooperative, or the explanatory memorandum of the management of the company, balance sheet and income account.
(n) not be the auditor or auditors of accounts to the general Assembly, in time and form, the detailed report on the explanatory memorandum of the company management, balance sheet and income statement and other documents which must mandatorily submit to the Assembly for approval.
(o) not be in order or the day mandatory accounting books, by more than four months, without spending eight, counting from the last seat practiced.
(p) take the cooperative a system of documentation other than official books referred to in article 40 of the General Cooperatives Act and section 70 of this regulation.
(q) take the cooperative accounting system other than the starting double, without the prior permission of the Ministry of labour.
(r) does not add the cooperative to its name the words "in liquidation" while you are at that stage.
(s) not have been observed in the liquidation formalities provided for.
(t) exceed the number of fixed employees of template work partner of the 10 unions per 100 of the total of members.
Four. Very serious offences will be considered:
(a) use the whole or in part, or form cooperatives to conceal contrary to the principles of cooperation legally enshrined or speculative purposes.
(b) exceed the value of the participation of a partner equity of one-third of this or in cooperatives of second or further degree, 45 per 100.
(c) pay an interest to the contributions of the partners to the capital stock more than the basic rate of the Bank of Spain, plus three points.
(d) give effect to the associated cooperative returns.
(e) the cooperative to issue convertible bonds in two sides.
(f) not to apply the background of education and social work in the legal and bylaws established purposes.
(g) distribute among partners mandatory social funds, or the resulting liquid have, without prejudice to the so-called intended for the obligatory reserve fund in number one of article 20 of the General Law on cooperatives and at number five of paragraph one of section 81 of this regulation.
(h) accredit the cooperative return in proportion to the contributions of such social capital partners or do so for reasons other than operations, services, or activities carried out by each partner in the cooperative.
(i) perform the acts for which it is required the agreement of the general Assembly, without this.
j) perform address acts of provision relating to rights in rem, sureties or guarantees, financed by the cooperative heritage, without express authorization of the governing body.
(k) not be in order and the day mandatory accounting books for a time exceeding eight months.
(l) meet partners at the end of each fiscal year an interest superior to the met to the contributions of members to the capital increased by two points.
LL) support the cooperative partners who might not be legal or statutory obligation.
(m) not to credit the social parties in personal titles.
(n) not be in order and up to date: the book of registration of partners, book registration, social parties or titles, the book of acts of the general Assembly, the Executive Council and, where appropriate, the preparatory meetings.
(n) does not preserve the cooperative books and other documentation that is obliged to carry, for five years, counting from the last entry or practiced seat.
Article 133. Faults attributable to the holders of the organs of the cooperative.
One. Holders of the governing body, auditors of accounts, liquidators, directors or managers of the cooperative entity will be subjects responsible for actions or omissions which involve failure to comply with the obligations laid down in the General Cooperatives Act, this regulation, remaining rules of application and development or statutory and that is personally attributable.
Two. In any case may lead to attribution of responsibility and consequent sanction: a) to the governing body, the assumptions set forth in paragraphs b) and c) of the number two; (((paragraphs d), i) and k) number three,) and (i) of the number four of the preceding article.
((b) to the auditor or auditors of accounts, the so-called set forth in paragraph n) number three of the previous article.
(((c) to address the assumptions set forth in paragraphs n) number three, and j) number four of the previous article.
((d) to the liquidator or liquidators, the course set out in the section s) number three of the preceding article and the provisions of article 81, number three, of this regulation.
3. In other cases of article 132 will be responsible for the cooperative entity as such legal person, unless it is evidence in the record that agreement and corresponding social event was pre-determined decisively by reports or unequivocal proposals from holders of designated functions in the previous issue, in which case the liability shall be solidarity and cooperative , without prejudice to the subsequent internal remedies that can come between both centers of imputation.
Article 134. Graduation of the faults.
The offences listed in article 131 of this Regulation as mild, severe and very severe, they will be sanctioned in minimum, medium and maximum, depending on the number of affected social members, produced to them and to the cooperative movement prejudice, economic importance of the entity, social impact, behavior observed by it in order to the cooperative and other law enforcement circumstances which can attenuate or aggravate the offence committed.
Article 135. Sanctions.
One. The fines, in accordance with the seriousness of the violation, be imposed, on the proposal of the Labour Inspectorate, by the provincial delegates from the Ministry of labour, up to 100,000 pesetas; by the Director general of cooperatives and community-based enterprises, up to five hundred thousand pesetas.
The fines provided for in the preceding paragraph by the authority to whom applicable according to the resulting amount may be duplicated in cases of recidivism. The Minister of labour shall be for these purposes punishable with fines of up to one million pesetas.
There will be repetition when they committed an offence similar to that has motivated the previous sanction within three hundred and sixty-five calendar days following the notification of this.
In case of very serious or serious and repeated, the Council of Ministers, on a proposal from the working, may impose a fine of up to five million pesetas.
Two. The minor misconduct will be sanctioned with fines, at its minimum, from 500 to 1,000 pesetas; in his middle-grade, 1,001 to 2,500 pesetas, and at its maximum extent, from 2501 to 5000 pesetas.
The serious misconduct will be sanctioned with fines, in its minimum degree, of 5,001 to 25,000 pesetas; in his middle-grade, 25.001 to 50,000 pesetas, and at its maximum extent, from 50.001 to 100.000 pesetas.
The very serious misconduct will be sanctioned with fines, to its minimum extent 100.001 to 200.000 pesetas; in his middle-grade, 200.001 to 300.000 pesetas and at its maximum extent, from 300.001 to 500.000 pesetas, expandable up to 5,000,000 pesetas when it had raised proposal to the Council of Ministers.
3. The minor misconduct committed for the first time and with proven ignorance or without prejudice to third, only give rise to an act of warning in which shall be entered the proven faults, as well as the subsanatorias measures to be taken by the entity in the term indicated is, under a warning that if they are not corrigieren within the same will be to extend the corresponding act of infringement.
Acting Inspector may, moreover, extend Act of warning when the faults observed does not go against the principles or basic characters of cooperation, against typical and may not be delegated functions of the social organs necessary or essential and indispensable rights of cooperators.
In any case, the Act of warning under such name will indicate in the visitors book of the Labour Inspectorate.
Article 136. Other applicable measures.
One. In addition, or instead of the sanctions set forth in the preceding article, when so require the attendant circumstances and significance are the proven facts, prior report of the Labour Inspectorate, the following measures may be taken: to) temporary intervention, under cover of the State functions that are recognized in articles 52 and 58 of the Act. This is without prejudice to the final decision issued in the disciplinary record when appropriate the initiation of this.
((b) removal of the holders of the organs of Government, managers, supervisors or managerial, together or not, with the temporary intervention of the entity, which will have the same character and scope as indicated in paragraph to) this number.
(c) dissolution of the entity by disqualification.
Two. Also you can remember temporary intervention at the request of the governing body or by the external auditors of accounts. Likewise, when a number of partners representing 10 per 100 total or in the case of cooperatives with less than 500 members, it urged the 20 per 100 of that total; in the latter case, hearing will be given to representation of the cooperative organ and will report the Federation or the Confederation, according to the scope of the cooperative concerned.
3. The intervention will be agreed, before the appropriate record, by the Director general of cooperatives and community-based enterprises. The dissolution of the cooperative by disqualification, as provided for in article 59 of the General Law of cooperatives, will be agreed upon by the Ministry of labour.
The removal of organs of Government, managers, supervisors or managerial holders will be agreed by the Council of Ministers, on a proposal from the working report of the public body of cooperative federalism that corresponds, as stated in paragraph two.
Article 137. National Commission for cooperative coordination.
One. The National Commission of coordination cooperative is Abe, Coordinator and Adviser in the public sector for all activities of this related to the cooperative movement, according to the General Law of cooperatives and of this regulation. The performance of many public bodies have competence related to the development of the cooperative movement must be coordinated through the National Commission.
Two. The National Committee on coordination cooperative, based in the Ministry of labour, will be composed of the following members:
President, who will be the Minister of labour, and Vice-President, Deputy Minister of this Department.
Vowels, which are what, in addition to the Secretaries General technicians of all civilian ministries, as follows: the Deputy Governor of the Bank of Spain, Director-general of registries and notaries, the Director-general of taxes, the President of the Social Marine Institute, the Director-general of training and Agricultural Extension, Director general consumer and the discipline of the market the Director-general of trade management and the Director-general of cooperatives and community-based enterprises; on behalf of the Spanish Confederation of cooperatives: the President of the Confederation and, at least as many members proposed by this body as kinds of cooperatives are formed at the heart of it, the Secretary general of the Board of Trustees for protection work, ten members of free designation by the Minister of labour, five of them on the shortlists proposed by the Spanish Confederation of cooperatives , and one representative of each of the agencies that this National Commission or the Minister of labour considers useful to include.
3. The National Commission for cooperative coordination may work in house or in permanent Commission and constitute there papers or working committees, that will be on a temporary basis. The Standing Committee will be chaired by the Undersecretary of the Ministry of work, which may delegate to the Director-general of cooperatives and community-based enterprises, and vowels will be the Director-general of registers and notaries; the General technical secretaries of the ministries of economy, finance, labour, industry, trade and tourism and public works and urbanism, the President of the Spanish Confederation of cooperatives and three members of the same, as well as three members of the Group of free designation by the Minister of labour.
The working committees will be integrated by the members designated by the Chairman of the National Commission on the proposal of the of the permanent and by other persons whose collaboration is deemed suitable for their knowledge and experience. They will have the character of working bodies responsible for the preparation of reports, which will be submitted to the Standing Committee and, where appropriate, to the plenary.
Four. At the national cooperative Coordination Committee shall be constituted a secretariat as an organ of technical and functional character which will act under the orders of the President of the National Commission and, where appropriate, the President of the permanent, as appropriate. The Deputy Director-general of legal regime of cooperatives, head of the Secretariat, will be Secretary of the plenary and of the Standing Committee.
5. Is the responsibility of the plenary of the National Commission of cooperatives: to) Act as an advisory body to the Government in the field of politics economic, financial and social with respect to cooperatives and the cooperative movement.
(b) to coordinate the various activities relating to the promotion, stimulation, development and protection of the cooperative movement and cooperatives in all its forms and in particular to the current or future benefits of all order related to those purposes.
(c) to issue proposals, recommendations or motions to the Ministry of labour and other ministries, agencies, entities and sectors in the areas of its competence.
(d) propose to the Government for proper coordination, the approval of procedural and sectoral provisions in force insofar as they may affect the legal regime established in this regulation.
(e) propose to the Government economic sectors, areas and most suitable calendars to make effective the mandate contained in article 50, four of the General cooperative law.
6. The Standing Committee corresponds: to) the study and preparation at the technical level of the specific guidelines that make possible the full development and improvement of social policy in the field of cooperatives.
(b) prior knowledge of actions underway or in project implementation by agencies or entities of the public sector relating to the cooperative development and coordination in view to achieve the maximum effectiveness of such actions or the impulse that, in this order, are considered suitable.
(c) the issuance of opinions and reports, proposals and recommendations in the field of promotion, education, training and development of the principles and techniques of cooperatives and, in general, the preparation of the background and studies whose preparation is entrusted by the plenary of the National Commission.
7. The heart of the National Commission coordinating cooperative mandatorily meets once a year and always which is convened by its Chairman. The Standing Committee will meet many times be convened by its Chairman.
8. The Ministry of labour can dictate how many provisions are accurate for the development and interpretation of the regulations which provides the National Commission.
First final provision.
The Ministry of labour will dictate the rules of application and development of the General Law of cooperatives and of this regulation, being empowered to clarify and interpret them in accordance with the provisions of the first final provision, number two, of that law. When these standards affect the principles of cooperation or the structure and functions of the cooperative movement, you must previously inform the Spanish Confederation of cooperatives.
Second final provision.
In application of article in the third final provision of Royal Decree 2508 / 1977 of June 17, the Ministry of labour will dictate the rules of application and development of chapter II of title II of the Act General within the period of two months, counting from the definitive Constitution of new federations and the Spanish Confederation of cooperatives laid down in the Royal Decree.
VALIDITY table one. They are hereby repealed, as soon as they opposed to the Law 52/1974, dated 19 December, General of cooperatives; to the Royal Decree-Law 31/1977, June 2; to Royal Decree 2508 / 1977 of June 17, and this regulation, the following provisions: 1 the cooperation law of January 2, 1942, as, in accordance with the provisions of the first transitional provision of law 52/1974, of 19 December, General of cooperatives, governed as a regulatory character of the same standard.
2nd the Decree 2396 / 1971, of 13 August, by which the regulation of cooperation was approved.
3rd Decree 2566 / 1971, of 13 August, on Social security of the worker-members of cooperatives of production, and its complementary norms.
4th article 10(2), letter g), and matching of legislative decree 2065 / 1974 of 30 may, which adopted the consolidated text of the General Social Security Act.
5th articles 8 and 14.2 of the 1860 Decree / 1975, 10 July, approval of administrative sanctions for infringement of social laws and procedure for payment of Social security contributions.
6th other provisions of equal or lower rank to the invoked in the initial paragraph that contradict imperative character of these precepts.
Two. This however, cooperatives whose partners were owners, anyone that is your basic, land or livestock legal title, and whose social object is the holding in common field and related activities constituted or constituting until entry into force of the special regime laid down in the final disposition fifth the Law 52/1974, dated 19 December they are governed by the cooperative provisions referred to in the previous number and the Act.
3. There are modified and completed to the precise extent to accommodate provisions of the provisions referred to in the first paragraph of the number one in this table of validity these guidelines: 1st articles 12 and 19 of the Decree 2122 / 1971, of 23 July, which approves the regulation gives the Labour Inspectorate.
2nd article 15, in their numbers 2 and 4.1 of the 1860 Decree / 1975, cited in paragraph one, paragraph 5.
3rd the order of the Ministry of Trade Union relations, 21 July 1975, which approved the provisional statutes of the primitive National Federation of cooperatives.
First transitional provision.
Records initiated after the entry into force of the law and until the entry into force of this regulation will continue to be processed pursuant to the provisions of procedure that are applicable according to the law and its implementing rules, in accordance with the first transitional provision of that.
Second transitional provision.
One. Cooperatives formed prior to the entry into force of this regulation will choose between adapting their statutes to the precepts of the General Law of cooperatives and of this regulation or as civil or commercial companies.
Two. The cooperative will hold general Assembly to decide on the exercise of the option, within six months following the entry into force of this regulation; within this period without having adopted any agreement in this respect means that it continues as cooperative, without prejudice to the possible renewal of governing charges and control of society, in accordance with the provisions of the last paragraphs of this number two.
The agreement become civil or mercantile society will require the favourable vote of two thirds of members present or represented, which may not be less than half plus one of the members of the cooperative partners.
In the same general Assembly which chose to continue as a cooperative may approve is the adaptation of the statutes to the new law, adapting to the provisions of article 73 of this regulation; in any case, such adaptation must be timely to meet the provisions of the third transitional provision of this regulation.
Cooperatives which have not fulfilled the provisions of article 9, one, b, of the regulation of 13 August 1971, the Governing Board and supervisory board were currently managing, representing and supervising society, must send certification signed by five partners, expressive of the date of the general meeting which were expressly chosen the current guiding , as well as the statutory provision which applied on this occasion.
The certification referred to in the preceding paragraph shall be submitted in the register of cooperatives of the address of the entity in the period of sixty days since the entry into force of this regulation; in the event of unjustified failure to comply with this obligation is shall incur serious fault attributable to the company or to the Executive Council, as it is appropriate to record, without prejudice to the duty to comply with the provisions.
To facilitate the fulfilment of this obligation the delegates from work shall endeavour to dissemination of this standard by the means provided for in the sixth transitional provision, number two.
Third transitional provision.
Adaptation will take place in accordance to the amendment of statutes in articles 50-2, 52 and 84 of this regulation, while for the adoption of the new text, when this is limited only to an express adaptation to the mandatory regulations of the new legislation, will be sufficient a simple majority of the members present and represented.
Fourth transitional provision.
Carried out the registration in the corresponding office of the General registry of credit, along with the new provincial issue, it will preserve each entity that you came already appearing in the previous registration of the Ministry of labour. To return the office the cooperative the first copy of the writing on the note of your registration will accompany, where appropriate in accordance with article 72 of this regulation, the certification referred to in no. 6 of article 43 of the Act General cooperative, supporting that the cooperative had been qualified under the previous legislation , by appointment of the corresponding ministerial order or resolution that approved it, and expression of the number that had been registered in the previous Special Ministry registry, which will serve to take reason, where appropriate, in the corresponding register of the previous existence of the cooperative and the adaptation of the statutes.
Fifth transitional provision.
Notarial tariffs to be applied in the adaptation of statutes writing to existing legislation are the number 1, with the allowance provided for in paragraph 5 of article 43 of the General cooperative law, and where appropriate taking commercial reason, the registration in this register by means of the certificate provided for in the preceding paragraph and script adaptation of statutes will have the bonus of ninety per cent of the applicable tariff , in accordance with the number six of the cited article 43 of the law.
Sixth transitional provision.
As long as they do not adapt to the new law, cooperatives that should also have access to the register in accordance with this Regulation may do so without any further formality that provided for in the mentioned number six of article 43 of the law.
Seventh transitional provision.
Skills rating, inscriptoras and certificantes referred to in article 86 of this Regulation shall be exercised in the following way: 1 respect of cooperatives which constitute from the entry into force of this Regulation shall apply immediately the deconcentration of powers referred to in the paragraph two of that precept.
2nd in terms of existing cooperatives to the entry into force of the regulation, anyone who is its scope, organizational structure or class, as long as they do not adapt to the new regulations, will continue to remain competent Central service of General registration of cooperatives; but once spearheaded the adaptation to the office that required by article 88, two, already is this office which will respect these cooperatives all registry functions.
Third. - one. Cooperatives that need to adapt its statutes to the precepts of the General Law of cooperatives and of this regulation, be submitted timely documentation in the following periods: 1. the cooperatives registered in the previous registration of cooperatives of the Ministry of labour with numbers between 1 and 4000, within six months, counted from the 1st day of the month following the entry into force of this regulation.
2. the cooperatives registered with numbers between the 4.001 and 8,000, within months of seventh, eighth and ninth.
3. the cooperatives registered with numbers between the 8.001 and 12,000, within the tenth, eleventh, and twelfth months.
4. the cooperatives registered with numbers ranging from the 12.001 to 15.501, within months of 13th, 14th and 15th.
5. the cooperatives registered with numbers ranging from the 15.501 to 18,500, within months of sixteenth, seventeenth and eighteenth.
6. the cooperatives registered with numbers ranging from the 18.501 to 21,500, within months of nineteenth, twentieth and twenty first.
7. cooperatives registered with numbers ranging between the 21.501 hereinafter within months following twenty-second, twenty-third and twenty-fourth.
Two. However the periods provided for in the previous number, cooperatives that for reasons of social or economic urgency or cooperative interest estimated necessary to adapt its statutes without waiting for the deadline that requires them, can anticipate the application to formalize its adaptation accompanying it a report of the Confederation or the corresponding Federation according to the scope of those. The registration of cooperatives corresponding, within five days from the entry of the application, shall take a decision hopelessly on the adequacy or otherwise of the alleged motives, thus giving record a preferential processing order or the regular shift that corresponds. Because of the complexity of cooperative structures affected, registering may also grant, at the request of stakeholders, an extension of normal time, unless the resulting total period exceeding twenty-four months.
Except in the case of simple variations regulated in paragraph two of article 84, all requested statutory modification requests until the co-op needed adapting their statutes cannot may be placed to the cooperative register while simultaneously submitted statutes adapted in its entirety to the new regulations. If it would not do so, the corresponding registry will notice it to the cooperative, must comply with this standard, meanwhile, being suspended the processing of the dossier by the space of a month, after this term without remedying the defect filed the request without any further formality. As to the order of processing applicable to these anticipated requests be observed the rules laid down in the preceding paragraph.
3. Cooperatives that failed the obligation to provide documents for the adaptation of statutes to the existing legality within the deadlines indicated in number one of this transitional provision shall incur lack punishable by a fine of up to 10,000 pesetas, but will formalize his adaptation subsequently provided that has not exhausted the maximum period of two years counted from the first day of the month following the entry into force of this regulation.
Four. However provisions in the previous issues, from the entry into force of this regulation the statutes of cooperatives shall be modified and completed, however during the designated deadline at the disposal transient fourth, by how many mandatory provisions are contained in that one.
Fourth. - two years, counting from the day first of the month following the entry into force of this regulation, without that cooperatives had exercised the option adopted, presenting the request with the appropriate documentation, in order to adapt their laws to the new law and regulation, will be dissolved full-fledged, pursuant to the provisions of the third transitional provision , number two of the General Law of cooperatives, and must enter period of liquidation, subject to the provisions in the Act and this regulation.
Fifth. - one. If the cooperative chose the term designated in the transitional provision second constituting the corporate form of Civil Code or in any of the commercial, be forwarded to the Ministry of labour a certificate of the agreement of the general Assembly on the effected choice and certified copy of the last previous balance sheet approved by the cooperative and balance referred to the same day in which the agreement was taken. These documents take the signatures authorizing them, legitimised by notary. The Ministry of labour will facilitate the cooperative the accreditation certificate that the entity had been qualified as a cooperative under the previous legislation, with expression of the date of approval and the number that had been registered in the previous registry of the Ministry, as well as a filled out copy of the statutes of the cooperative.
Two. The option agreement shall entail the obligation to implement the Constitution of civil or commercial society in which is processed, in accordance with the applicable legal provisions. Members of the cooperative may not be attributed as participation in the new society reserve and social funds or the amounts which, in the event of dissolution, had consideration of having liquid, being irrepartibles, or requirements may be them to active dividends or any combination of analog lucrative purpose shall apply for the purposes of the Fund of social works ((((, as envisaged in paragraphs e) and f) of article 8 of the cooperation law of January 2, 1942 and the paragraphs h) and l) of article 4 and the number two of article 57 of the regulation of August 13, 1971, to whose legislation the cooperative that turns were subject. All this without prejudice to the eventual revaluation of contributions provided for in article 45 of this regulation.
Once constituted the new ordinary civil society or the commercial destination, the licensors of corresponding writing or, failing that, all members are required to notify then the cooperative register of the domicile of the former cooperative society within a maximum period of thirty days, accompanying a testimony to its agreement for the purpose of low in the register of cooperatives and to facilitate the monitoring of compliance with the provisions of the preceding paragraph.
3. The change of form of the cooperative society in ordinary civil society of the Civil Code or a commercial corporate type, under the protection of this provision temporary, does not affect the continuation of the legal personality of the company and will be not considered as transfer for the purposes of the law of urban leases.
Sixth. - one. Cooperatives entities formed prior to the entry into force of this regulation must be within three months, since that date, duplicate copy, to the Provincial delegation of work corresponding to the registered office the following data: 1. number of registration in the special register of cooperatives of the Ministry of labour, denomination that was officially registered or , in his case, last name adopted by such registration and current headquarters of the entity.
2. number of members last last December 31 maximum number of members reached last year.
3 amount of: social Capital; Mandatory reserve fund, reserves voluntary and social work background, and in the case of credit unions, reserve for risks of insolvency, all according to the most recent approved balance.
4 kind of economic activity performed during the past year with predominantly character, framing it in the numbering and nomenclature set out in the annex to the Decree 2518 / 1974, August 9, on the national classification of economic activities and complementary standards.
Two. The above data are to be certified by the President and the Secretary of the Governing Board. Failure to comply with this obligation by delinquency, concealment, or misrepresentation in any of the indicated data shall be punished as a serious lack of such charges, in accordance with the provisions of this regulation.
To facilitate the fulfilment of this obligation the delegates from work published the corresponding resolution reminder in the «Official Gazette» of the province and a summary in a major disclosure in the same newspaper; also the resolution will be sent to all councils showing as domiciled registered cooperatives, in order to be exhibited on the notice board of the Town Hall.