fenfire-dev
[Top][All Lists]
Advanced

[Date Prev][Date Next][Thread Prev][Thread Next][Date Index][Thread Index]

[Fenfire-dev] More co-op rules


From: Benja Fallenstein
Subject: [Fenfire-dev] More co-op rules
Date: Wed, 26 May 2004 00:29:30 +0300
User-agent: Mozilla Thunderbird 0.5 (X11/20040306)

-----BEGIN PGP SIGNED MESSAGE-----
Hash: SHA1

Matti and I have been translating / slightly modifying more of the rules
template yesterday. Matti didn't have time yet to make the changes in
the Finnish version too AFAIK. I'm sending the English version for now.

Much of this is stuff from the law repeated, in order to inform the
members, as the template explains. I think it would be better, though,
to put these in a separate informal document, and have the rules only
contain what the law does not specify by default (or only the most
important such things, such as that there is no liability for
refinancing). I think that will make it easier to decide on what we
really want to do.

One important point is this:

| 27 Dissolution, liquidation, and distribution of the remainder of its
assets
|
============================================================================
|
| The general meeting may decide the voluntary liquidation
| of the co-operative. The decision is valid if supported
| by two thirds of the votes cast. If the co-operative is liquidated,
| the remainder of its assets are distributed equally among the members.

This is from the template or at least close to it (don't remember
exactly). Matti and I discussed this, and we believe it would be better
to say something like, "The general meeting shall decide on the
distribution of the remainder of the co-operatives assets. Distribution
of the assets to the members is impossible." I.e., the general meeting
can decide anything *but* the distribution to the members.

The point is that we don't want to see the co-operative liquidated in
order to get out the money. If we have to liquidate it, we can do
something in the interest of Free Software with the remaining assets if
any. (Note that 'remaining assets' is *after* the share value has been
paid out.)

Please find the current version below.

- - Benja


- ------------8<------------8<------------8<------------8<------------

14 Fees charged for the co-operative's services
===============================================

The pricing of services offered by the co-operative is decided
by the board on grounds set by the general meeting.
The co-operative may offer its services free of charge.


15 Unanimous decision of all members
====================================

When unanimous, the members may decide a matter in the competence of the
general meeting of the co-operative without holding a meeting.
The decision shall be made in writing, dated, and signed
by at least two members.

The decision shall indicate the names of the members participating in the
decision-making.

In other respects, the written decision shall be governed
by the provisions on the minutes of the general meeting
of the co-operative. However, no list of votes need
be included in or appended to the decision.


16 General meeting of the co-operative
======================================

The members' power of decision in a co-operative shall be exercised by
the general meeting of the co-operative. General meetings of the
co-operative are either ordinary or extraordinary.

The ordinary general meeting of the co-operative shall be held
every year on the day decided by the board. It shall be held within
six months of the end of the financial year.

An extraordinary general meeting of the co-operative shall be held, if
the board of directors or the supervisory board deem necessary.  In
addition, an extraordinary general meeting shall be held, if so
requested in writing, for the purpose of dealing with a specified
matter, by the auditors or by members who represent at least one
tenth, of the total votes of the members. The notice of convocation
shall be issued no later than fourteen (14) days after the request was
made.

The general meeting shall be held in the municipality where the seat
of the co-operative is located. In the general meeting of the
co-operative, one member shall have one vote in allmatters to be
considered by the general meeting.

The motion supported by the members with more than one half of the
votes cast shall be adopted as the decision of the general meeting of
the co-operative.  In an election, the person receiving the most votes
shall be deemed to have been elected. The same provision applies to an
election where several persons are to be chosen.  In the event of a
tie, an election shall be decided by drawing lots, and other matters
shall be decided in accordance with the motion supported by the
chairperson of the general meeting.

The chairperson shall see to it that minutes are kept of the general
meeting. The vote list shall be included in or appended to the
minutes. The minutes shall indicate the decisions made by the general
meeting and, for any votes taken, the result of the vote. The
chairperson and the scrutineer of the minutes shall sign the
minutes. No later than two weeks after the general meeting, the
minutes shall be kept available to the members in the head office of
the co-operative. The minutes shall be archived in a reliable
manner. A member is entitled to a copy or an extract of the minutes at
cost price.


17 XXX
======


18 Convocation of the general meeting
=====================================

The general meeting of the co-operative shall be convened by its board
of directors.  The notice of convocation of the general meeting of the
co-operative shall be delivered no earlier than two months and no
later than one week before the general meeting.  The notice of
convocation shall be delivered no earlier than two months and no later
than one month before the meeting if any of the matters referred to in
Chapter 4, Section 12 of the Co-operatives Act is to be considered.

The notice of convocation of the general meeting of the co-operative
shall be delivered by mail, in writing by a courier, by fax or by
e-mail to the members to the addresses entered into the membership
register or otherwise known to the co-operative.

The notice of convocation shall indicate the matters to be considered
in the general meeting. If the general meeting is to consider an
amendment of the rules, a matter referred to in Chapter 4, Section 12
of the Co-operatives Act or the issue of new shares, supplementary
shares or investment shares, the notice of convocation shall indicate
the main contents of the proposed decision.

The financial documents referred to in Chapter 4, Section 15 of the
Co-operatives Act or copies thereof shall be kept available to the
members according to the provisions in the Act.


19 Matters introduced by members
================================

A member is entitled to introduce matters for the consideration of the
general meeting, by making a written request for the same to the board
of directors so early that the matter can be taken into the notice of
convocation.


20 Board of directors
=====================

The board of directors has at least three (3) members
and at most five (5) members.

The term in office of a director starts upon the conclusion of the
general meeting that decides on the election of the director, and ends
upon the conclusion of the next ordinary general meeting. After the
election, the youngest member of the board of directors shall invite
the board to its first meeting, open the meeting and direct the
election of the board's chairperson for the year.


21 Meeting of the board of directors
====================================

The chairperson shall see to it that the board of directors meets when
necessary.  The chairperson shall call the board of directors to a
meeting if a director or chief executive officer so requests. Even if
not a director, the chief executive officer has the right to attend
the meetings of the board of directors and to speak there, unless the
board of directors in a given situation otherwise decides.

The board of directors shall have a quorum with more than half the
directors present. However, no decision shall be made unless all
directors have been reserved, as far as possible, the opportunity to
participate in the consideration of the matter.

The decision of the board shall be the opinion receiving the support
of over half the directors present or, if there is a tie, the opinion
receiving the support of the chairperson.  If there is a tied vote in
the board of directors, the chair shall be selected by drawing lots.

Minutes shall be kept of the meetings of the board of directors, to be
signed by the person chairing the meeting and also by at least one
director appointed to the task by the board of directors. A director
and the chief executive officer have the right to have a dissenting
opinion entered into the minutes. The minutes of the meetings shall be
given consecutive numbers and archived reliably.


22 General duties of the board of directors
===========================================

The board of directors shall promote the interests of the co-operative
with due care and manage its affairs in accordance with the
Co-operatives Act and these rules.  The board of directors shall see
to the management of the co-operative and the appropriate arrangement
of its operations.  The board of directors shall see to it that the
monitoring of the accounts and the financial management is
appropriately arranged.

In addition to the above, duties of the board of directors are:

- - appoint and dismiss the chief executive officer and decide
~  the chief executive officer's salary,
- - send the notice of convocation of the general meeting and
~  prepare the meeting's [[agenda?]],
- - prepare a proposal for the income statement and balance sheet, and
- - prepare a proposal for measures in view of the surplus or loss
~  on the approved balance sheet.


23 The chief executive officer
==============================

The co-operative may have a chief executive officer if the board of
directors so decides.

The chief executive officer shall promote the interests of the
co-operative with due care and manage its affairs in accordance with
the Co-operatives Act and these rules.  If the co-operative has a
chief executive officer, he or she shall see to the running management
of the co-operative in accordance with the orders and instructions of
the board of directors.  The chief executive officer may undertake
measures that are exceptional or extensive in view of the extent and
nature of the operations of the co-operative only if so authorised by
the board of directors or if essential damage to the operations of the
co-operative would ensue from waiting for the decision of the board of
directors. In the latter event, the board of directors shall be
notified of the measure as soon as possible.

The chief executive officer shall see to it that the accounts of the
co-operative are lawfully kept and the financial management reliably
arranged.

The chief executive officer is entitled to represent the co-operative
in a matter that belongs to his or her duties.


24 Right to sign on behalf of the co-operative
==============================================

Two members of the board of directors may together sign on behalf of
the co-operative. The board of directors may confer to some other person
the right to sign together with one of the members of the board.
The board of directors may also decide on procurations.


25 Financial year and annual accounts
=====================================

The financial year of the co-operative is one calendar year.  For
every of these financial years there must be an annual account.  The
annual account must be given to an auditor at least one month before
the general meeting on whose agenda it is to approve the income
statement and balance sheet.


26 Auditor and audit
====================

The co-operative shall have an auditor. The general meeting
may also appoint an alternate auditor. The auditor and the
alternate auditor shall hold office until further notice.

The auditor's report shall be given for each financial year.  The
report shall be delivered to the board of directors at least two weeks
before the general meeting on whose agenda it is to approve the income
statement and balance sheet.


27 Dissolution, liquidation, and distribution of the remainder of its assets
============================================================================

The general meeting may decide the voluntary liquidation
of the co-operative. The decision is valid if supported
by two thirds of the votes cast. If the co-operative is liquidated,
the remainder of its assets are distributed equally among the members.


28 Rule amendments
==================

The general meeting shall decide on amendments to the rules.
The decision is valid if nothing in the law or in these rules
prevents it and if it has the support of members with at least
two thirds of the votes cast.
-----BEGIN PGP SIGNATURE-----
Version: GnuPG v1.2.4 (GNU/Linux)
Comment: Using GnuPG with Thunderbird - http://enigmail.mozdev.org

iD8DBQFAs7q5UvR5J6wSKPMRAs5ZAJsFJhP4e9TJWCrhGaxC9sJrr7u0HACeOcU5
Pv+6/ZOgXx9woSg6znIFRmg=
=8BzE
-----END PGP SIGNATURE-----




reply via email to

[Prev in Thread] Current Thread [Next in Thread]