Article (7)
Articles of Association of the Cooperative Association
The form of the Articles of Association shall include as minimum the following content, and the
competent authority may add whatever it considers suitable as consistent with the nature and
activity of the cooperative association:
1. Identity of the cooperative association:
a. Name and period of the cooperative association.
b. The headquarters, postal address and email address of the cooperative association.
c. The purpose for which the cooperative association was established and the activities carried
out, whether it is specified for one purpose or multiple purposes.
d. Voting system in the cooperative association.
e. Type and category of the cooperative association: Basic or non-basic cooperative
association.
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2. Members:
a. Requirements and procedures to accept or lose membership, including withdrawal of
members, removal of membership, the effects thereof, and the grace period that can be given
to dispose the shares of the member by selling or renunciation.
b. Relationship between the cooperative association and minor heirs.
c. Renunciation of some or all shares in the cooperative association for another beneficiary.
d. Register of the cooperative association and work controls of the secretariat of the register.
e. Personal and financial rights and liabilities of members, including the obligation of the
member to permanently and actually deal with the cooperative association as a consumer,
user, provider or employee.
f. Minimum shares required to be possessed to enjoy membership capacity.
3. Dealing with non-members:
a. Rules of dealing with non-members.
b. Conditions, controls and standards of strategic partners inclusion and privileges granted to
them.
4. Agencies of the cooperative association:
a. Competences of the General Assembly in its annual meeting, the General Assembly that is
exceptionally held, rules of its formation, invitation, convention, timetable of its meetings,
chairing the meetings, the required quorum and the way of voting on its resolutions,
including the special resolutions and execution of the General Assembly resolutions.
b. Formation of the BOD, number of directors, chairing of the Board, cases banning to combine
chair of the Board with membership of the Board in more than one cooperative association,
tenure of membership, renewal of such tenure, competences and work regulation of the
BOD, the majority needed for its meetings to be valid for issuing resolutions, conditions,
responsibilities and duties of its members, procedures to remove its members, withdraw
confidence from them, filling vacant positions in the BOD, minutes of meetings of the Board,
its powers, procedures and rules of authorization for tasks in the BOD.
c. Expertise and qualifications that must be found in BOD members.
d. Conditions and procedures to appoint the Managing Director.
e. Formation of committees and setting its tasks, period of work, powers and responsibilities,
as well as the qualifications and reimbursement of its members.
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f. Management of records and documents cooperative associations that should be kept.
g. Methods and ways to manage branches of cooperative associations.
5. Financial Provisions:
a. Procedures and conditions of shares subscription and payment of its price.
b. Bank account of the cooperative association where contributions are deposited.
c. Procedures to participate through cash or in-kind contribution by ownership transfer.
d. Capital amount of the cooperative association, number of shares where capital will be
divided into upon incorporation and the nominal value of each share.
e. Percentage of contribution of natural and legal persons in the capital of the cooperative
association.
f. Statement of in-kind shares, name of its provider, initial value, conditions to provide such
shares, rights of lien and privilege arranged on these shares, if any.
g. Rules to increase or reduce capital.
h. Rules regulating financial accounts of the cooperative association, external finance and
financial resources.
i. Rules of net profits distribution and coverage of loss.
j. Rules to retrieve the value of shares in case membership is terminated, or the cooperative
association is dissolved.
k. Rules to establish the legal reserve, optional reserves and allocation of community
responsibility.
l. Maximum number of shares a member may own in the capital of the cooperative
association.
m. Minimum and maximum distributions for transactions and capital.
n. Maximum reimbursement of BOD members, controls, requirements and eligibility of
disbursement as well as standards of distribution for good management of BOD members
who made excellent services for the cooperative association.
6. Other Matters:
a. Cases regulating the cooperative association joining one of the joint cooperative associations
or a cooperative association union.
b. Cases requiring a special resolution in addition the ones determined in Law.
c. Conditions to make deals or contracts.
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d. Conditions of voluntary dissolution, procedures of the cooperative association, rules of
liquidation of its funds, merger or transformation into a commercial company.
e. Rules and procedures of Articles of Association amendment.
f. Method for members to review accounting records, documents and register of the
cooperative association as well as the supervisory reports and any document members
desire to review.
g. Any other matters stipulated in the Law and this Resolution or any resolution issued for the
implementation thereof.
h. Any other matters members consider necessary and do not violate provisions of Law and this
Resolution or any resolution issued for the implementation thereof.
