STATUTES
OF THE
SOCIAL COOPERATIVE ENTERPRISE
BEARING THE NAME «ΠΡΑΣΙΝΗ ΑΛΕΠΟΥ»
CHAPTER A΄
ESTABLISHMENT-NAME-SEAT-OBJECTIVE-DURATION
ARTICLE 1
ESTABLISHMENT–NAME
1. A Civil-law Cooperative with a Social Purpose and limited liability of its members is hereby established which bears the name «ΚΟΙΝΩΝΙΚΗ ΣΥΝΕΤΑΙΡΙΣΤΙΚΗ ΕΠΙΧΕΙΡΗΣΗ ΠΡΑΣΙΝΗ ΑΛΕΠΟΥ» (SOCIAL COOPERATIVE ENTERPRISE GREEN FOX) and the distinctive title «ΠΡΑΣΙΝΗ ΑΛΕΠΟΥ ΚΟΙΝ.Σ.ΕΠ.» (GREEN FOX SCE) under provision of L.4019/2011 «Concerning Social Cooperative Enterprises», as currently effective.
2. The herein established SCE is a legal person governed by private law, with limited liability of its members and entrepreneurial capacity by law.
ARTICLE 2
SEAT
1. The Cooperative is seated in the Municipality of Skiathos in the Regional Unit of Sporades in the Region of Thessaly.
2. To further its activities the Cooperative may, by decision of its Management Committee, establish and maintain branches or offices anywhere.
ARTICLE 3
OBJECTIVE
1. The objective of the Cooperative is the pursue of collective benefit and the service of wider social interest.
2. More specifically, the objective of the Cooperative is the production of goods and the provision of services that meet the needs of collectivity (culture, environment, ecology, education, social benefit services, promotion of local products, preservation of traditional activities and crafts etc.) which promote local and collective interest, the promotion of employment, the enhancement of social cohesion and the strengthening of local or regional development.
To achieve its goals, the Cooperative may exercise any form of economic activity of productive, consumer, commercial, transportational, tourist, constructional, developmental, social, educational or cultural nature.
In particular the objectives of the Cooperative are specified in the exercise of the following activities:
a) Protection and promotion of local culture and local cultural products, organization of events, exhibitions, performances, seminars, courses, programmes for the protection of the environment and the enhancement of local cultural heritage etc,
b) Production, packaging, distribution, marketing and promotion of local products, produce of organic farming and good agricultural practices, certification of products etc,
c) Production, distribution and marketing of renewable sources of energy (wind energy, solar energy etc),
d) Protection of the natural environment, fire protection, forest cleaning, protection of wild and stray animals, management, collection, processing, recycling and distribution of waste etc,
e) Ecotourism, travel services, accommodation and tours etc,
f) Collaboration with private and public bodies for the achievement of the aforementioned goals, participation in national and European programmes etc.
3. The objectives and operation of the Cooperative are governed by the following basic principles:
a) promotion of social benefit through production of goods or provision of services of collective or social character,
b) priority of individuals and labor over capital,
c) utilization of its profits to develop employment and further its activities,
d) promotion of sustainable development.
ARTICLE 4
DURATION
The duration of the Cooperative is unlimited.
CHAPTER B΄
MEMBERS – ADMISSION – RESIGNATION – EXCLUSION –
OBLIGATIONS – RIGHTS
ARTICLE 5
MEMBERS
1. Eligible for membership in the Cooperative are:
a) Any individual inspired and motivated by the principals and the objectives of the Cooperative.
b) Any legal entity driven by the same principles that wishes to combine its social activity with the goals of the Cooperative, provided it complies to restrictions imposed by the provisions of article 3 of L.4019/2011.
2. Subject to the provisions of article 3 of L.4019/2011, Regional and Local Authorities (Ο.Τ.Α.) and Public Law Juridical Entities (Ν.Π.Δ.Δ.) subject to them may not become members of the Cooperative.
3. Individuals or legal entities participating in another Social Cooperative Enterprise, with the same objective and established in the Regional Unit of Sporades in the Region of Thessaly, may not become members of the Cooperative.
ARTICLE 6
MEMBERSHIP PROCEDURE
1. Candidates for membership in the Cooperative, after its establishment, are required to submit an application form referred to the Executive Committee, who will decide upon its acceptance in its first meeting.
2. Admission of new members is approved by the first General Meeting held after submission of their application. Applicants acquire membership on the date their application is approved by the Executive Committee.
3. New members may participate in decision-making and take part in various bodies only after their admission has been approved by the General Meeting. The same General Meeting also decides upon acceptance or rejection of membership applications submitted by candidates rejected by the Executive Committee.
ARTICLE 7
RESIGNATION AND EXCLUSION OF MEMBERS
1. The members of the Cooperative have the right to resign, provided they submit a written statement referred to the Executive Committee at least three (3) months prior to the end of the fiscal year.
2. A member of the Cooperative is excluded after decision of the General Meeting, by a qualified majority after article 14 of the present, in case of serious breach of obligations set under Law 4019/2011 and the Statute, and in case the member acts contrary to the interests of the Cooperative. Exclusion, in case the member is absent from the workings of the General Meeting, is disclosed by communicating to the member the extract of the decision of the General Meeting which must compulsorily specify the grounds of exclusion. The excluded member may appeal against the decision before the competent local Court of Common Pleas (Monomeles Protothikio – Μονομελές Πρωτοδικείο) within one (1) year from disclosure of the decision. Loss of membership takes effect upon publication of the final decision rejecting the appeal or on expiry of the period for lodging an appeal.
3. The Cooperative share contributed by resigning or excluded members is refunded at latest three (3) months after approval of the accounts concerning the year of their resignation or exclusion. After refund the relationship between the Cooperative and the member is resolved without the member having any claim upon the assets of the Cooperative.
ARTICLE 8
OBLIGATIONS OF MEMBERSHIP
1. Members of the Cooperative have the following obligations:
a) To participate in the activities and cooperate in the function of the Cooperative and to refrain from acting contrary to its interest.
b) To comply with the provisions of the Cooperative’s Statute, to follow the decisions of the General Meeting and the Executive Committee and to safeguard its interest.
2. Members are severally liable to creditors of the Cooperative, to the sum of their cooperative share.
3. Each new member is required to contribute, apart from the sum of their share, a contribution proportional to the net worth of the Cooperative, as recorded in the balance sheet of the last financial year. This contribution is placed in a special reserve.
4. After decision of the General Meeting, members are required to contribute proportionately to the sum necessary to cover the losses of the Cooperative.
ARTICLE 9
MEMBERSHIP RIGHTS
1. The members of the Cooperative participate in General Meetings with one (1) vote, regardless of the number of shares they may possess. They also have the right to elect and be elected under provision of the present Statute and the Law.
2. Every member has the right to be informed on the course of the Cooperative’s affairs and to receive copies of the minutes of the General Meeting, as well as copies of the Annual Accounts.
3. Members may be employed by the Cooperative, receive fees for their employment and have the rights and obligations provided for by labor law.
4. Members under the employment of the Cooperative are entitled to royalties on annual net earnings, taking into account the restrictions of paragraph 2 of article 7 of L. 4019/2011 concerning profit distribution.
CHAPTER C
FINANCIAL RESOURCES – COOPERATIVE SHARE
ARTICLE 10
FINANCIAL RESOURCES
The Cooperative’s financial resources are:
1. The founding capital and the capital resulting from issue of new cooperative shares.
2. Revenue from its activities and from the utilization of its assets.
3. Subsidies from the Public Investments Programme, the European Union, international and national organizations, Local Authorities (O.T.A.) of the 1st and 2nd degree and revenue from other programmes.
4. Capital from bequests, third party donations and grant of use of assets.
ARTICLE 11
COOPERATIVE SHARE
1. Each member is required to purchase at least one cooperative share the par value of which is herein defined at thirty euro (30,00 €).
2. The founding members, and those who enroll in the future, are required to contribute, in cash, the sum that corresponds to their mandatory membership share within one (1) month from the statutory registration of the Cooperative or from the date of their enrollment respectively.
3. A cooperative share is indivisible and equal for all members of the Cooperative.
4. Apart from the mandatory membership share of paragraph 1 of the present article, each member is entitled to purchase up to five (5) optional cooperative shares maximum, which do not have power of vote. The par value of each optional cooperative share is equal to that of the mandatory membership share, viz thirty euro (30,00 €), and their equivalent is deposited by the members within a month from the day they state their wish to purchase optional cooperative shares in writing to the Executive Committee.
5. A membership cooperative share may only be transferred to a new member with the consent of the Executive Committee, which is obligatory, provided the new member complies with the requirements for membership. An optional cooperative share may be transferred freely without license from the Executive Committee to another member of the Cooperative. All transfers of cooperative shares are recorded in the Social Economy General Register.
6. In case of death of an individual or dissolution and liquidation of a legal entity, the value of that member’s cooperative share is transferred ipso jure to their assigns and successors.
7. Cooperative shares, as well as products produced by members, are not subject to seizure for debts of its members to third parties, from the time of delivery to the Cooperative for sale, distribution, processing and modification. Also, third party confiscation of the Cooperative is not permitted, of money received on behalf of a member as a loan from credit institutions and claims for benefits in kind of the Cooperative to its members.
CHAPTER D
GENERAL MEETING
ARTICLE 12
COMPETENCE OF THE GENERAL MEETING
1. The General Meeting of the members is the supreme governing body of the Cooperative, entitled to make decisions on all matters concerning the Cooperative and has supervision and control over the Administrative body.
Its lawful decisions also bind the members who are absent or in disagreement.
2. Under the exclusive competence of the General Meeting are:
a) The amendment of the Statute.
b) Merger, dissolution and revival of the Cooperative.
c) Approval or amendment of the Internal Rules of Procedure.
d) The general terms of the Cooperative’s activities.
e) Approval of the Annual Accounts and Balance Sheet.
f) Election and exemption from all liability of the Executive Committee and of representatives to Unions, as well as any dismissal of the members of the Executive Committee.
g) Imposition of a levy on members to address extraordinary losses or other exceptional situations.
h) Approval of the Cooperative’s participation and withdrawal from joint ventures or higher level Associations of Cooperatives.
3. The General Meeting of the Cooperative is composed of all its members, convening in a regular or an extraordinary meeting. Members participate and vote in the General Meeting in person. All members participate in meetings and elect by one (1) vote each, regardless of the number of cooperative shares they may possess.
ARTICLE 13
CONVOCATION OF THE GENERAL MEETING
1. The General Meeting is called to a regular meeting once a year, by invitation of the Executive Committee and within three (3) months of the end of the fiscal year.
2. The extraordinary General Meeting is held whenever it is called by the Executive Committee or upon request, on a specific topic, to the Executive Committee by one third (1/3) of the members of the Cooperative.
3. If the Executive Committee refuses to convene the General Meeting despite the request of one third (1/3) of the members, these members have the right to convene a General Meeting.
4. The invitation of the Executive Committee indicates the place, the date, the time of the Meeting and the items on the agenda. The invitation is communicated to the members at least seven (7) days before the date of the General Meeting, in the form of personal letters and all other appropriate means decided upon by the Executive Committee.
ARTICLE 14
QUORUM
1. The General Meeting is in quorum and convenes validly if at least half the members of the Cooperative are present at the beginning of the meeting.
2. If there is no quorum, the General Meeting convenes after (7) days, without further invitation, at the same place and the same time, for all items on the original agenda, if at least one fifth (1/5) of the members of the Cooperative are present at the beginning of the meeting (provided this figure corresponds to a minimum of 2 members).
3. If there is no quorum again, the General Meeting convenes after seven (7) days without further invitation, at the same place and the same time and decides on all items on the original agenda, regardless how many members are present, although not fewer than seven (7) (this paragraph applies only if the total number in the SCE allows).
4. For decisions concerning alteration of the objective or the seat of the Cooperative, alteration of the value of the cooperative share, exclusion of partners, extension, dissolution, revival, merger of the Cooperative, alteration of profit distribution, deposition and replacement of members of the Executive Committee and amendment of the Statute, the Meeting is in quorum when two thirds (2/3)of the members are present and in the case of an adjourned Meeting when at least half the members are present.
ARTICLE 15
CHAIR–SECRETARY OF THE GENERAL MEETING
1. At the beginning of the meeting the members elect the Chair and the Secretary of the Meeting. Until election of the Chair, the Chair’s duties are exercised by the Chair of the Executive Committee or, in its absence, by the vice-chair or another member of the Executive Committee or, if none attending, by a member of the Cooperative designated by the Meeting.
2. The Chair presides over the workings of the Meeting and the Secretary keeps the minutes which are signed by the Chair and the Secretary.
ARTICLE 16
AGENDA
1. The General Meeting discusses and decides on the issues on the agenda.
2. If all members are attending, the General Meeting may also decide on issues that are not on the agenda. In this case discussion on these issues may be compulsorily postponed if requested by one twentieth (1/20) of the members, but not by fewer than three (3) members.
3. A representative of a higher level Cooperative Organization may attend the Meeting.
ARTICLE 17
DECISION–MAKING
1. Decisions are made by vote, which is by show of hands, unless one fourth (1/4) of the members present request a vote by roll call or by ballot, whereupon the Meeting votes according to the request. Voting “by acclamation” is not permitted.
2. For decisions that concern providing confidence, exemption from liability, accounts and balance sheet approval and for personal matters, the vote is secret and is carried out on the day of the General Meeting and after discussion of the issues has ended.
3. The members of the Executive Committee are not permitted to vote on the issue of their exemption from liability.
4. The resolutions of the General Meeting are decided by absolute majority of the number of votes cast. The issues of paragraph 4 of article 14 require an absolute majority of all members of the Cooperative.
ARTICLE 18
APPEALING AGAINST GENERAL MEETING DECISIONS
1. Decisions of the General Meeting contrary to applicable Law 4019/2011, applicable Law 1667/1986 or the Statute of the Cooperative, are null and produce no legal effect.
2. Decisions of the General Meeting are challenged within a deadline of one year before the competent local Court of Common Pleas which acts according to the provision of articles 682ep. of the Code of Civil Procedure.
CHAPTER E
THE EXECUTIVE COMMITTEE
ARTICLE 19
COMPOSITION AND TENURE OF EXECUTIVE COMMITTEE
1. The Executive Committee carries out the administration of the Cooperative. The Committee consists of four (4) regular members and two alternates (2) elected by the General Meeting.
2. The term of office of the Executive Committee shall be three years and may be extended by three (3) months maximum after expiry, during which a General Meeting of the members must convene to elect the new Executive Committee.
3. After its election the Executive Committee is called by invitation of the member that won the majority and elects by secret ballot Chair, Vice-chair, Treasurer and Secretary.
4. The Executive Committee is required to declare its election to the General Register of Social Economy within one (1) month of its election.
ARTICLE 20
ELECTION OF MEMBERS OF THE EXECUTIVE COMMITTEE
1. The Executive Committee of the Cooperative is elected by secret ballot by the Regular General Meeting that convenes on the third (3) year from the previous election.
2. Elections are conducted by a three-member election committee elected by the General Meeting.
3. The members of the Executive Committee, members of the Cooperative, are unlimitedly re-electable and freely revocable.
ARTICLE 21
REPLACEMENT OF MEMBERS OF THE EXECUTIVE
COMMITTEE
1. The Executive Committee may elect new members to replace members that resigned, died, or lost their status in any other way. This election is possible provided that replacement of aforementioned members is not feasible from alternate members, who were elected by the General Meeting. The said election by the Executive Committee is carried out by decision of the remaining members, provided these number no fewer than three (3), and is valid for the remainder of the term of the replaced member. The decision of the election is registered within one (1) month in the General Register of Social Economy and is announced by the Executive Committee to the next General Meeting, which may replace those elected, even if the item is not included on the agenda.
2. In case of resignation, death, or otherwise loss of membership by a member or members of the Executive Committee, the remaining members may continue the management and representation of the Cooperative even without the replacement of the missing members, in accordance to the previous paragraph, provided that their number exceeds half the members, as they had before the aforementioned events. In any case the members may not be less than three (3).
3. In any case, the remaining members of the Executive Committee, regardless of their number, may convene a General Meeting for the sole purpose of electing a General Meeting.
ARTICLE 22
POWERS OF THE EXECUTIVE COMMITTEE
1. The Executive Committee administers and represents the Cooperative, in accordance with the provisions of the statute and the law, and decides on all issues relating to its administration and its management, except those falling under the exclusive competence of the General Meeting.
2. In managing the affairs of the Cooperative, the members of the Executive Committee are required to exhibit the same diligence they exhibit in their own affairs. They are also fully responsible to comply with the restrictions, concerning the right of representation, set by the statute or the resolutions of the General Meeting
3. The Executive Committee may delegate powers to one or more of its members or to employees of the Cooperative.
4. The office of member of the Executive Committee is honorary and unremunerated.
ARTICLE 23ο
CONVOCATION OF THE EXECUTIVE COMMITTEE
1. The Executive Committee meets in ordinary session once (1) a month, by written request on a particular day and a jointly determined particular agenda. Items on the agenda may also be proposed by members of the Executive Committee.
2. The Executive Committee may meet extraordinarily when convoked by the Chair or whenever deemed necessary and requested by 1/3 of its members.
3. If the Chair is inactive despite necessity, convocation may be conducted by any member of the Executive Committee.
ARTICLE 24
QUORUM – DECISION-MAKING OF THE EXECUTIVE
COMMITTEE
1. The Executive Committee is in quorum and convenes validly when at least three (3) of its members attend its meeting. Decisions are taken by a majority of members present. In case of equality of votes, the Chair has the casting vote. Procuration of members is not permitted. Decisions are recorded by the Secretary in the Minutes book of the Executive Committee.
2. A member of the Executive Committee does not participate in meeting, nor has the right to vote when it comes to matters directly concerning it, a spouse or a first-degree relative.
CHAPTER F
FISCAL YEAR–ANNUAL FISCAL
STATEMENTS–PROFIT SHARING-BOOKS OF ACCOUNT
ARTICLE 25
FISCAL YEAR
The fiscal year is a period of twelve months. It starts on 1 January and ends on 31 December of each year.
Exceptionally, the first fiscal year begins upon legal establishment of the Cooperative and ends on 31 December of the following year.
ARTICLE 26
BALANCE SHEET-PROFIT AND LOSS ACCOUNT
1. At the end of the fiscal year, the Executive Committee shall prepare the Balance Sheet, the Profit and Loss Account and the Management Report, for submission to the General Meeting for approval.
2. The Balance Sheet, the Profit and Loss Account and the Management Account of the Executive Committee shall be made available to members of the Cooperative at least fifteen (15) days prior to the date of the Annual General Meeting.
3. Within twenty (20) days from the date of approval by the General Meeting, the Executive Committee is obliged to submit the Balance Sheet and the Profit and Loss Account to the General Register of Social Economy.
ARTICLE 27
PROFIT SHARING
1. The profits of the Cooperative are not distributed to its members, unless those members are also under its employment.
2. Earnings are allocated annually by 5% to create a reserve, 20% is allocated to employees of the Cooperative as productivity incentives, as defined in Article 9 of the present, while the remaining 75% is allocated to the Cooperative’s activities and job creation.
3. If loss arises at the end of a fiscal year, it shall be covered by the reserve. If the reserve is insufficient to cover the resulting loss, the Executive Committee shall convene the General Meeting to impose an extraordinary levy on members of the Cooperative.
ARTICLE 28
BOOKS OF ACCOUNT
1. The Cooperative keeps the Books of Account as provided for by tax legislation. Additionally it keeps:
a) A Register of Members in which are recorded in chronological order, the membership registration date, the full name, father’s name, home address, number of shares and their value, as well as the date of eventual exclusion or resignation of members.
β) Minute Book of the General Meeting.
γ) Minute Book of meetings of the Executive Committee.
CHAPTER G
DISSOLUTION–LIQUIDATION
ARTICLE 29
DISSOLUTION OF THE COOPERATIVE
1. The Cooperative is dissolved:
α) If removed from the Register of Social Economy after decision of the Minister of Social Security.
b) If its members are reduced to less than five (5).
c) After final decision of the competent local Court of Common Pleas, which is issued upon request of anyone with vested interest, if found to contravene provisions of Law 4019/2011 concerning the establishment and registration of the Cooperative in the Registry where it is entered.
d) By decision of the General Meeting received under qualified majority as defined in article 14 of present.
e) If declared bankrupt.
2. The dissolution of the Cooperative shall be recorded in the General Register of Social Economy.
ARTICLE 30
LIQUIDATION OF THE COOPERATIVE
1. The dissolution of the Cooperative is followed by liquidation of its assets. If the Cooperative is declared bankrupt, the procedure followed is that provided for under commercial law. Liquidation is carried out by the Executive Committee or if the Committee deems necessary, by two liquidators appointed by the General Meeting. After its dissolution, the Cooperative is deemed as existing, for the duration of the liquidation. During liquidation all unfinished business is resolved; more especially all claims of the Cooperative are collected, its property sold and its debts paid off. If only liabilities remain, the liquidators proceed to terminate the liquidation. If it is determined that there are assets, the Cooperative is automatically revived and entered in the relevant Registers as under liquidation, as set in article 791 of the Code of Civil Procedure. Upon completion of liquidation, the balance is not distributed but allocated to the Fund of Social Economy.
2. If the Cooperative was dissolved because of bankruptcy, which however was revoked or terminated by settlement, its resurgence is possible by decision of the General Meeting, in accordance with the terms and conditions of article 14 and 17 herein. The decision is then recorded in the cooperatives register of the local County Court.
3. In case the Cooperative was dissolved because of the reason recorded in paragraph 1 case b of article 29 herein, resurgence is possible, if the required minimum number of members is supplemented within three months time, followed within a month by decision of the General Meeting, which is convened extraordinarily in order to decide the resurgence of the Cooperative.
4. In case of resurgence, the Cooperative is deemed as never dissolved. Resurgence is impossible once transference of the Cooperative’s balance to the Social Economy Fund has begun.
CHAPTER H
GENERAL PROVISIONS
ARTICLE 31
The present Statute regulates the issued required by applicable Law 4019/2011. All other issues fall under the provisions of applicable Law 1667/1986.
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