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(UNDER CONSTRUCTION)
On the basis of the provisions of the Act on cooperatives (ZZad-UPB2, Official gazette RS, no. 97/2009) the founders at the inaugural main assembly on the 03.05.2016 in Vrhnika, adopted the following:
Peko kooperativa cooperative, which govern the relations between the cooperative members, employees, other legal bodies and persons with the Peko kooperativa z.o.o.
(1) With the adoption of the Decision (act) on the establishment of the Peko kooperativa z.o.o., the founding members established the legal entity with the legal form of cooperative with limited liability Peko kooperativa z.o.o.
(2) The cooperative Peko kooperativa z.o.o. was established by the members with the intention to integrate all the stakeholders for the preservation of the Slovene tradition, experience and expertise in the manufacture of high-quality footwear, clothing and accessories and the implementation of service maintenance and repair of the products in these three areas. Cooperative Peko kooperativa z.o.o. will compete on the market of footwear, accessories and clothing industry and its purpose will be to promote the economic benefits of its cooperative members as well as the benefits and the needs of the consumer.
(3) Cooperative Peko kooperativa z.o.o.is the organization of in advance define number of cooperative members, which has the purpose to promote the economic benefits of its members, cooperative members and consumer products and is based on a voluntary approach, free resignation, equal cooperation and management of members.
(1) The name of the cooperative is: Peko kooperativa for the production of footwear, clothing and accessories, a cooperative with limited liability
(2) The short name of the cooperative is: Peko kooperativa z.o.o.
(3) The Seat of the cooperative is: Stara Vrhnika 116, 1360 Vrhnika
(4) The Cooperative has a seal which is confirmed by the Administrative Committee with a separate decision.
(5) The Cooperative is represented by the president of the cooperative. In the absence of the president, of the cooperative represented by the vice-president of the cooperative.
Peko kooperativa z.o.o. (hereinafter referred to as ‘the cooperative’) manages the assets that cooperative members accumulated for the purpose of investment, development and design, purchase of the materials for the manufacture of fashion footwear, clothing and accessories, as well as for the advertisement and trade of these products, and promotion of the benefits of cooperative members.
C15.200 Manufacture of footwear
C14.110 Manufacture of leather clothes
C14.120 Manufacture of workwear
C14.190 Manufacture of other wearing apparel and accessories
C17.1 Manufacture of pulp, paper and paperboard
C17.11 Manufacture of pulp
C15.120 Manufacture of travel accessories, riding and strap products
C14.3 Manufacture of knitted and crocheted products
C22.190 Other products from rubber
C22.290 Manufacture of other plastic products
G46.4 Wholesale products for wide use
G46.41 Wholesale of textiles
G46.42 wholesale of clothing and footwear
G47.710 retail sale in specialised clothing stores
G47.72 retail sale in specialised stores for footwear and leather goods
G47.8 retail sale on stalls and markets
G47.82 retail sale on stalls and markets of textiles, clothing and footwear
G47.89 retail sale on stalls and markets of other goods
G47.91 Retail sale via mail order or on the internet
G47.9 retail trade outside stores, stalls and markets
S95.23 Repair of footwear and leather accessories
(1) The Cooperative has, in legal transactions with the third persons, all the powers and for its obligations is liable with all its assets.
(2) Members of the cooperative shall not be liable for any obligations of the cooperative.
6. article
/membership/
(1)A Member of the cooperative can be anyone with the legal capacity either a natural person or legal person who is accepted by the administrative board into the membership of the cooperative and paid the mandatory cooperative share.
(2) A Member of the cooperative is also each singular or universal successor of a member of the cooperative, but the legal title on the basis of which they assert their rights, had to be demonstrated appropriately.
(3) Singular succession of the membership in the cooperative (with the contract of sale, gift contract) is possible only between the members of the cooperative.
7. article
/accession declaration/
The accession declaration must contain the name and surname or business name of the accession member – cooperative member, permanent residence or registered office, id number, tax number, date, amount and number of shares that is willing to be the signatory as a member of the cooperative and a statement that he had understood the cooperative’s rules on the liability of members for liabilities of the cooperative.
8. article
/admission to membership/
(1) A Member of the cooperative becomes automatically anyone who has put in the mandatory share in the cooperative and has complied with electronic or written form and confirmed that he is familiar with the rules of the cooperative.
(2) The Administrative board decides on the acceptance into the membership.
(3) The Administrative board must, in accordance with the 3. paragraph 8. article of the Law on co-operatives – ZZad-UPB1 (Ur.l. RS, no. 62/2007) within 60 (sixty) days after the receipt of the signed statement, inform in writing the signatory of the declaration about acceptance in the membership or of a refusal, and on the day of the adoption of the decision on acceptance in membership of, or any refusal of membership.
(4) If the cooperative within the period referred to in the previous paragraph of this article does not inform the signatory, it is considered that the accession declaration was made.
9. article
/appeal procedure on the decision of the membership/
(1) A candidate for the membership in the cooperative to whom the Administrative board refused a membership has the right to appeal to the authority of the second degree of the cooperative.
(2) The second degree authority of the cooperative, which is responsible for the resolution of complaints referred to in this article, is the General assembly of the cooperative.
(3) The Candidate for membership has the right to an appeal referred to in this article and sent to the Superisory board of the cooperative within a period of 8 (eight) days after service of the notice on refusal of acceptance to the membership. A complaint must be sent to the aGeneral assembly of the cooperative.
(4) The Superisory board of the cooperative tests if the complaint is: - sent in a timely manner, - it is filed by the entitled physical or legal person.
(5) In the case where the Superisory board determines that the appeal is timely and filed by the eligible person, the General assembly of the cooperative will be convened within 30 (thirty) days of and put on the agenda the decision on the appeal.
(6) Decision of the General assembly of the cooperative on the appeal is final.
10. article
/legal membership/
(1) Membership in the cooperative shall cease with the leaving, exclusion, the death of a natural person, the dissolution of the legal person or the dissolution of the cooperative.
(2) The Membership of each natural person ceases with death, but the right to membership is transferred to the lawful heir. On the basis of the legal decision on the succession, the beneficiary acquires the status of a member of the cooperative to the same extent, as it belonged to the deceased.
11. article
/exit/
(1) a Member may leave (exit) the cooperative on the basis of a written cancellation.
(2) The Notice period is 3 (three) months.
(3) Membership shall terminate with the time of expiry of the notice period.
12. article
/exclusion/
(1) The General assembly may exclude a member from the cooperative, if they committed a fault or serious negligence of serious breach of the obligations to the cooperative:
- substantial breach of the terms of these cooperative rules,
- if they cause to cooperative a greater material or non-material damage; a greater damage is considered the damage, which is 5 (five) % (percent) of the annual income according to the balance of the previous year,
- if they wrongfully leak a business secret of the cooperative,
- acting contrary to decisions of the General assembly of the cooperative,
- significantly hinder the business of the cooperative, so that other cooperative members are not able to exercise their legal rights,
- in other cases stipulated by these rules.
(2) An excluded member will be paid the value of the share, determined in accordance with 21. article these rules of the cooperative.
13. article
A member is excluded, if he does not fulfill the due obligation of the payment received in the share in the subsequent 30 (thirty) days after a written letter of formal notice was sent to him by the cooperative, by registered post, and has been alerted with the debit notice.
14. article
(1) Before the penalty decision on the exclusion, the General assembly should give a member the opportunity to explain all the facts and circumstances relevant to the decision.
(2) a Decision on exclusion must be substantiated.
(3) The excluded member may request a protection of their rights before the relevant Magistrate court after the receipt of the decision of exclusion from the General assembly.
15. article
(1) Upon the date of the termination of membership, all member’s management rights and obligations cease, however ownership legal rights and obligations, established by the contract and law, do not cease.
(2) Material rights and obligations of the excluded member cease with the payment of the value share of the same member.
16. article
/moratorium on membership and the ban on the entry of new members/
(1) The General assembly of the cooperative may adopt a moratorium on accepting new members. In the period of a moratorium it is not possible to enter the new members of the cooperative, but it is possible to replace the cooperative member in the case of universal succession, on the basis of the official decision on inheritance or on the basis of the relevant act of universal succession the legal person.
(2) During the moratorium set out in this article, the members of the cooperative are not allowed to sell the shares.
(3) Moratorium under this article shall be adopted in accordance with the decision of the General assembly of the cooperative, in which it also has to be defined the time period, or the period of the duration of the moratorium, which may not be longer than 1 (one) year.
(4) Moratorium under this article cannot be renewed after the expiry of the period of this moratorium, and may not be replicated without taking into account the transitional period of the normal new membership period and changing of membership for at least 6 (six) months.
17. article
/banning the entry of new members/
(1) The General assembly of the cooperative may adopt the ban on the entry of new members. In the period of a moratorium it is not possible to enter the new members of the cooperative, but it is possible to replace the cooperative member in the case of universal succession, on the basis of the official decision on inheritance or on the basis of the relevant act of universal succession the legal person.
(2) At the time of the ban of the entry of new members it is allowed to the members of the cooperative selling off their shares and to conduct the allowed change of the member of the cooperative despite the ban on the entry of new members.
(3) The ban of entry referred to in this paragraph is not determined by the due date, but applies until it is cancelled by the decision of the General assembly of the cooperative.
18. article
/membership directory/
(1) Cooperative manages a membership directory. It starts with the names of founders followed by other members in the order, as they were taken in.
(2) The Membership directory comprises of the ID number of the cooperative, the Uniform ID number and the name, surname and residence or registered office of the member, the start date of membership, the number of shares that the member entered, the date and the amount of the invested sum, date and reason for termination of membership and the date of disbursement of the share.
(3) Management of the Membership directory is responsibility of the Management board of the cooperative.
19. article
(1) The Accession and Leave statements and other documents in connection to the termination of membership must be kept by the cooperative permanently.
(2) Any member, creditor of the cooperative or other person may require insight into the Membership directory and an extract, on their costs.
(3) Keeping of the records referred to in this article is the responsibility of the Management board of the cooperative.
20. article
/Mandatory share and the time limit for deposit/
(1) Each member of the cooperative must enter and pay an mandatory share. The monetary value of the mandatory shares for the members of the cooperative differs. The mandatory share for members is:
- for municipalities of 5,000 Euros,
- president of the cooperative of 3,000 Euros,
- for other public institutions 100 Euros,
- for companies 500 Euros,
- for civil society 20 Euros.
(2) A member pays a share in the amount of money that it credited to the account of the cooperative.
(3) A member who has been admitted to the membership, has to, within 15 days after receiving the membership confirmation, fully pay the share accepted.
(4) Upon the receipt of a full pay of the share the cooperative has to issue to the member a written certificate, a written declaration of enrollment of mandatory and voluntary shares, and store permanently as the business documents.
(5) If a member does not fulfill the liabilities of the accepted share even after the period of subsequent 30 days after the receipt of a written formal notice by the cooperative, sent by registered post, and was therefore alerted, a member is excluded from the cooperative.
(6) If the member does not pay the share within the period specified by the cooperative rules, owes to the cooperative also including statutory interest, which shall run from the date when he was as a member informed to pay in writing.
21. article
/Voluntary shares/
(1) A member whose mandatory share is fully paid may also enter one or more of the voluntary shares.
(2) Entry of the voluntary shares will be in a form of a written statement (e-form), which contains the date of entry and the number of voluntary shares, and the personal data of the member.
(3) Each member - natural or legal person - may increase the number of voluntary shares gradually with the 10% of the net price with the purchase of the products of the cooperative.
(4) A member may waive the voluntary shares by a written statement with the same notice period and under the same conditions regarding refunds as they apply for a refund of the mandatory shares.
22. article
(1) Cooperative share is re-evaluated in accordance with the accounting standards.
(2) After the full payment of the share the cooperative issues a written certificate to the cooperative member.
(3) During the time of the membership the cooperative a member is not entitled to claim payment of the mandatory share or reconcile it with the existing debt against the cooperative.
(4) The General assembly may decide to introduce the moratorium on the acceptance of new members or stop the entry of new members until the cancellation of a stop, but only 6 (six) months following the date of registration of the cooperative in the register of companies. A moratorium or suspension referred to in this paragraph will apply without exceptions.
23. article
(1) The return of the share is based on the amount of received subscriptions, the annotations from the profits or write-offs due to potential losses, and it is shown at the annual return for the year in which the membership ceased or a member is expelled by the decision.
(2) In the case of exit from the cooperative by 11. article of these rules, the share is paid out after the expiry of the notice period of 3 (three) months or, where in the compensation fund there is no sufficient funds from the expiry of 1 (one) year from the expiry of the notice period. In case of exclusion from the cooperative by 12. article of these rules, the share will be paid back in 1 (one) year from the expiry of the financial year in which the membership ceased. If the cooperative in this period ceases to operate, a former member or his heirs will, in the process of cooperative terminating, have the same rights towards the property as the other members, which membership did not cease.
(3) Until the expiry of the time limit for the refund of the share, the refund to the cooperative former member or his heir, will not be processed.
24. article
In case the General assembly decides to reduce the obligations of members as regards the write-off or limit the liability of members for liabilities of the cooperative, the decision shall take effect only one (1) year after the change in the cooperative rules.
25. article
A member has the right to:
- be present, make proposals, discuss and decide on General assembly,
- vote and can be elected in the bodies of the cooperative, to attend the meetings of the bodies of the cooperative,
- cooperate with the cooperative under the same conditions as other members and has priority over persons who are not members of the cooperative,
- be informed about all relevant issues in relation to member rights and obligations
- participate in the sharing of the profit in accordance with the rules and decisions of the General assembly,
- re-evaluation of his shares in accordance with the conclusions of the General assembly and the legal regulations,
- get a refund for paid shares, after a period of the termination of membership, specified by these rules,
- be granted a part of the property or be paid part of the value of the assets of the cooperative if the cooperative ceases.
26. article
Obligations of a member are to pay a share in the manner and within the time frame laid down by these rules. In the event of the bankruptcy of the cooperative the cooperative will settle its obligations from the shares of the members of the cooperative.
27. article
/funds of the cooperative/
(1) The allocation of the surplus of the cooperative is divided by thirds:
1/3 cooperative members – the members of the cooperative in proportion to the amount of their mandatory and voluntary shares so that the surplus be paid out or they can increase their voluntary shares in the cooperative;
1/3 cooperative employees - with the regard to the responsibility in their jobs and the ongoing performance results evaluated by their supervisor;
1/3 cooperative funds (investment, development, education, reserves).
(2) Division of the surplus can be done every month, every three months, every half of a year or every year. This is decided by the General assembly of the cooperative.
(3) Cooperative must allocate 5 % (five percent) of the annual surplus to the mandatory reserve fund.
(4) Mandatory reserve fund can be used only for the settlement of business losses and for other purposes in accordance with applicable regulations.
28. article
(1) The cooperative can form other funds, such as a reserve fund - which is distributed among the members in the event of termination of membership or termination of the cooperative, risk fund, development fund, fund for education, fund for the common use of the members.
(2) Decision of establishing the fund and the purpose of use of the fund is a responsibility of the General assembly.
29. article
/authorities and professional bodies/
Authorities and bodies of the cooperative are:
- The General assembly of the cooperative,
- The President of the cooperative,
- The Management board of the cooperative,
- Supervisory board of the cooperative.
30. article
/General assembly /
(1) the General assembly is the highest authority of the cooperative, composed of all the members of the cooperative.
(2) Every member has, in accordance with the principle of solidarity of democracy, 1 (one) vote in decision-making at the General assembly.
(3) the General assembly decides about the:
- acceptance of the cooperatives rules, their amendments and additions,
- acceptance of the annual budget, the use of surplus and the settlement of losses,
- election and recall of the president and vice-president of the cooperative,
- election and recall of the Management board members,
- election and recall of the Superisory board,
- appointment of the temporary (v.d.) management duties,
- adoption of the programme of work and sets out the general framework of the business policy of the cooperative,
- statutory changes and termination of the cooperative,
- issuing of the value bonds,
- establishment of the legal persons or the involvement in the co-operative union,
- moratorium for accepting new members and on the ban of the entries of the new members,
- establishing funds,
- on other matters in accordance with the law and these rules.
31. article
/meetings and calls/
(1) The General assembly meetings are regular or extraordinary.
(2) Regular General assembly convenes at the end of the financial year by the president of cooperative. If this does not take place within the prescribed period, it has to be called within a month by Supervisory committee.
(3) Extraordinary General assembly can be convened by the president of the cooperative or the board of directors of the cooperative, whenever this is required for the benefits of the cooperative. An extraordinary General assembly may also be called by Supervisory board, or 1/10 (one tenth) of all the members, or a total of at least 100 (one hundred) members.
(4) A request for the calling of the extraordinary General assembly must be put in writing and must contain the agenda.
(5) If the president of the cooperative, after such a request, does not convene the extraordinary General assembly in 2 (two) weeks after the receipt of the request, the General assembly can be convened by Supervisory board or the members who requested it.
32. article
/invitation to the General assembly/
(1) Invitation to the General assembly must contain the day, place and time of the General assembly and the draft agenda.
(2) Invitation is sent individually to all members by post.
(3) Invitation to the General assembly must be sent at least 14 (fourteen) days before the session of the General assembly.
33. article
/agenda/
(1) At the request of a member, if the cooperative has received his written request, his suggested item should be put on the agenda for discussion and action, and that is before the invitation for the General assembly is sent to the members.
(2) With the consent of all members, the General assembly can extend the agenda also for the item, which was not mentioned on the invitation.
(3) Regardless of the proposed or adopted agenda, the General assembly may decide on the proposal of the new General assembly and on proposals relating to the conduct of the General assembly, and at the same time it can also discuss proposals and initiatives of the members.
(4) When the General assembly is deciding about the annual financial report, division of surplus or settlement of loss, changes of cooperative rules, statutory changes or termination of cooperative, the proposal of the annual financial report along with the report on operations and the report on the review of the annual financial plan, the proposal of changes of cooperative rules, as well as a proposal for statutory changes or termination of the cooperative, must be vailable for inspection by each member at the headquarters of the cooperative from the day when the invitation for the General assembly has been sent out.
34. article
/kvorum/
(1) The General assembly decides about actions, if there are more than half of all members present.
(2) Regardless of the numbers present, the General assembly can begin their work one hour after the convening time, if members have been specifically warned about this in the invitation.
35. article
/decision making/
(1) The General assembly takes its decisions by a majority of the votes of members present, except in cases where it is specifically required a two-third majority of the votes.
(2) Voting is done publicly by raising hands or voting cards, except in cases when the General assembly by a majority vote decides to vote in secret, and in cases when a secret ballot is determined by this or a special general act of the cooperative.
(3) At the elections, those who get the most votes are considered elected. When the same number of votes is counted for two or more people, the voting is repeated. If two or more candidates for the same place at the re-vote were given the same number of votes, the draw shall decide.
(4) The General assembly may conduct all the voting via e-decision-making, through a special portal on the cooperative web pages, where the questions, on which the authorities of the cooperative are to decide, are published. Each member of the cooperative gets a username and password when joining the cooperative and they can be used for secure direct decision-making on all relevant issues of the cooperative.
36. article
/qualified decision making/
(1) A 2/3 (two-thirds) majority of the votes is needed for the following decisions:
- amending activities of the cooperative,
- increasing the amount for a share or a number of shares,
- establishing stricter conditions for withdrawal from the cooperative,
- reduction of the rights of members on termination of membership or upon the termination of the cooperative,
- statutory changes of the cooperative.
37. article
/invalidity and voidability/
(1) Decision of the General assembly, which is in contrast with the forced regulations, is null and void.
(2) Decision of the General assembly, which is in contrast with the cooperative rules or is giving undue advantage to one or more members or other persons, to the detriment of the cooperative, can be contested by the president of the cooperative or the management board or supervisory board, with a lawsuit at the assigned court within a period of 60 (sixty) days after the conclusion of the General assembly. Each member may request the same, when he voted against this decision and requested that his protest be entered in the minutes.
(3) A declaration of invalidity of a decision of the General assembly may at any time be requested by anyone that has a legal interest.
(4) If a lawsuit for the establishment of invalidity or annulment of the decision is filed by a body that represents the cooperative, the cooperative has to be represented in the litigation by a Supervisory board or by one or more attorneys-in-fact appointed by the General assembly.
(5) Final court decision about invalidity or annulment of the General assembly decision shall take effect for all members.
38. article
The General assembly is chaired by the President of the cooperative. If the General assembly is called by Supervisory board or the specified number of cooperative members - which has more than 7% (seven percent) of the shares of the cooperative - the General assembly is chaired by the President of Supervisory committee.
39. article
/minutes/
(1) Minutes have to be written on the work of the General assembly.
(2) Minutes have to contain the place and time of the General assembly, a list of the members present, with the number of votes allowed for each member, and if they have a different number of votes, adopted conclusions stating the outcome of the vote and the possible separate opinions of the members.
(3) Minutes have to be signed by the chair person, recorder and 1 (one) certifiying person, which is elected by the General assembly.
(4) 14 (fourteen) days after the completion of the General assembly the minutes must be available for inspection by all members at the headquarters of the cooperative. Those members who request it, the minutes have to be sent to as a transcript or a photocopy at the expense of the cooperative.
40. article
/president/
(1) A cooperative has a president, who is be elected and removed by the General assembly.
(2) President of the cooperative represents the cooperative without any restrictions.
(3) President of the cooperative is chairing the Management board of the cooperative and coordinates its work. The election period for the president and vice president is 4 (four) years with a right of re-appointment.
(4) A President is selected by the General assembly out of all the candidates registered on the basis of the public tender criteria, these last being formed by the Management board of the cooperative.
(5) President of the cooperative is liable for the lawful and fair business practices with all its assets. At the onset of the function the President takes over a mandatory share of the president in the amount of 3.000 Euros, or take it in arrears during the 12 months of the presidency. President’s duty is to increase their share in the cooperative with the 1/5 of their personal income.
41. article
/Management board/
(1) Management board conducts business of the cooperative and is responsible for the legality of work and business of the cooperative.
(2) Management board is group authority, chaired by the President of the cooperative and the board takes decisions at meetings of the Management board.
(3) Management board has 5 (five) members:
- the chairman of the management board, i.e. the President of the cooperative,
- member - the Vice-president of the cooperative,
-3 (three) members of the management board.
(4) Management committee has the following powers:
- convenes the General assembly,
- implements the decisions of the General assembly,
- decides on the operations of the cooperative and leadsw the business policy in accordance with the directions and decisions of the General assembly of the cooperative,
- decides on the management of the assets of the cooperative,
- decides on the investment in the assets of the cooperative, which are not included in the work programme, up to the amount of 30.000,00 EUR (thirty thousand Euros),
- decides on the finances of the cooperative in accordance with the directions and decisions of the General assembly of the cooperative,
- takes care of the efficient business and organization of activities of the cooperative,
- decides on the membership of the cooperative and keeps the Membership directory,
- employs staff in cooperative in general, and employees with special powers and responsibilities.
(5) Mandate period for the Management board is 4 (four) years with a right of re-appointments without limitation.
(6) In the event of termination of the function of a member of the Management board, an alternative member, an acting duties member, should be appointed for the remainder of a mandate period. Each member of the Management board may be removed and a replacement appointed by that same authority, or the same member of the cooperative, which is entitled to elected or appointed them.
42. article
/ Management board decision making/
(1) Management board decides at meetings convened by the president of the cooperative when necessary, but at least once every 3 (three) months.
(2) Each member as well as the the president of the Management board has 1 (one) vote. In the case of two equal numbers of votes, the determining voice is that of the president of the cooperative.
(3) Management board is eligible to make decisions when the president or the vice-president of the cooperative, and at least 2 (two) members are present. A session can only be chaired by the president of the cooperative or in case of his absence the vice-president of the cooperative.
43. article
/Elections/
(1) Management board is elected by the General assembly at a regular meeting.
(2) List of candidates for the president of the cooperative and members of the Management board must be published on the notice board or the website of the cooperative at least 7 (seven) days before the session of the General assembly, at which the elections will be carried out. This may be carried out also electronically.
(3) Management board is elected by secret ballot through written or e-ballots in such a way that each member of the cooperative is entitled to submit a vote for a candidate for president of the cooperative, or the chairman of the Management board and votes for candidates for members of the Management board.
(4) Elections may be carried out electronically.
44. article
/Supervisory board/
(1) Supervisory board is a supervisory authority of the cooperative.
(2) Supervisory board consists of: - president - 2 (two) members.
(3) Supervisory board has the following powers:
- supervise the entire work and activities of the President and the Management board of the cooperative and all other employees with special powers and responsibilities,
- takes care that the annual financial report is prepared on time for the General assembly,
- at any time, except when it would cause material damage to the cooperative, may review the books, records, documents, securities, cash register, devices, goods and other property of the cooperative,
- convenes the General assembly of the cooperative, if this is required for the benefit of the cooperative, especially if it establishes serious irregularities in the work and business of the cooperative or a serious violation at work, cooperative rules or the conclusions of the General assembly.
(4) Before accepting a monthly, three monthly, semi-annual or annual financial report, a report from the Supervisory boardon the review of the financial report must be read at the General assembly or published on the website of the cooperative.
(5) In the event of mandate termination of a member or the president of the Supervisory board, for the remainder of mandate period an alternative member or the president may be designated as a duties officer.
(6) Member of Supervisory board may not be at the same time a member of the Management board or a President of the cooperative.
45. article
/Supervisory board decision-making /
(1) Supervisory board takes decisions at meetings convened by the chairman of the Supervisory board, when necessary, but at least 1 (once) per year.
(2) Each member as well as the chairman of the Supervisory board has 1 (one) vote. In the case of equal number of votes, the chairman of the Supervisory board makes a final decision.
(3) Supervisory board can make decisions with the presence of a chairman of the Supervisory board and 1 (one) member.
46. article
/election of the Supervisory board/
(1) Supervisory board is elected by the General assembly at a regular meeting.
(2) Supervisory board is elected in a way that each member of the cooperative can submit a vote for a candidate for the president of the Supervisory board and the votes for candidates for members of the Supervisory board. Each member has an equal number of votes to be cast n for the candidates for the members of the Supervisory board.
(3) Elections may be carried out electronically.
47. article
(1) A member may not vote on the General assembly, when the General assembly is deciding about his matter, or about his obligation to the cooperative, or the obligations of someone else to the cooperative, and the member is in this case, even though the claim or obligation of any other person, of the opposite interest from the cooperative.
(2) Members, who have been sent a decision of expulsion, but whose membership has not terminated yet, and members who have not complied to liabilities from the received share, not even after thirty days after a written letter of formal notice, have no right to vote on the General assembly.
48. article
When a contract is between the cooperative and a cooperative president, a cooperative wil be represented by the cooperative vice-president of the cooperative or a representative, which is specifically appointed by the General assembly.
49. article
The membership will be informed of the conclusions of the General assembly of the cooperative via e-mail and via the insight in the minutes kept at the meeting of the General assembly, which is located at the headquarters of the cooperative and on the website and must be written in accordance with the provisions of 39. article of these cooperative rules.
50. article
(1) Employees of the cooperative, with special powers and responsibilities, cannot be dismissed or called back from the duty, without prior having an option, to declare on all the facts and circumstances relevant to that decision.
(2) Members of the authorities, who have been dismissed or called back from the duty, before the expiry of their term of office, have the right to compensation, in so far as such a measure was not a valid reason.
51. article
(1) The following documents and information is considered a business secrecy:
- those, suggested by the President of the cooperative or by the Supervisory board and confirmed at the General assembly,
- those, marked the Management board, containing the offer of a business partner or offer for tender or public invitation, until they do not publish the results of the competition or contest.
(2) Members and employees are obligated to protect the business secrecy even after the termination of membership or employment, where the breach of the duty of cooperative secrecy could cause damage to property.
52. article
(1) The Cooperative shall cease under the conditions and in the manner laid down in the 47. article of the Law on cooperatives.
(2) Funds of the reserve fund in full liquidation can only be used to repay creditors.
(3) Assets that remain in a final mass after meeting all claims and liabilities, are distributed among the members in proportion to the value of their shares.
53. article
(1) These cooperative rules enter into force with effect from the date of entry in the register of legal entities with the competent registry authority.
(2) Amendments and changes to these cooperative rules will be adopted under the same procedure and in the manner as all cooperative rules.
(3) This cooperative rules contain all the provisions adopted on the General assembly of the cooperative on 03.05.2016.
(4) This cooperative rules are hierarchically the highest legal act of the cooperative, all other acts must be in compliance with the terms of these cooperative rules.
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