ARTICLES OF THE COOPERATIVE UNION OF THE SLOVAK REPUBLIC
The articles of Co-operative Union of the Slovak Republic (hereafter "the Union"), govern the status and activities of the Union, the basic tasks of the Union, the creation and termination of membership of the Union, the rights and obligations of the member organizations of the Union and their competence, the bodies of the Union and their competence, the assets and economy of the Union, the apparatus of the Union, the principles of creation, the use and management of funds, the property consequences of the downfall of the Union.
Status and activities of the Union
- The Union is a voluntary association of legal entities with the property participation of member organizations in all the property, whose establishment and activities are governed by clauses §§ 20f to 20i of the Civil Code.
- The Union as an interest association of national co-operative unions is a legal entity. The Union is registered in the Register of interest associations of legal entities according to clause § 20i of Civil Code.
- The interest association is called the Co-operative Union of the Slovak Republic and uses the abbreviation DÚ SR.
- The domicile of the Union is Bratislava, Bajkalská 25, 827 18 Bratislava
- The Union brings together mostly co-operative unions (further the "Member Organization") in order to protect their common interests.
- The Union may be a member of other professional associations and other national and international organizations in which it enters in the interest of member organizations’ needs.
- The Union is an independent legal entity, which may acquire rights and obligations.
Main activities and tasks of the Union
- The Union’s activities are derived from the articles and other binding regulations related to the members’ needs and interests. The influence of the Union is applicable to the fundamental issues of the protection and development of the co-operative movement in Slovakia
- The basic activities of the Union are focused on the following areas:
- international cooperation and transnational communication, representation of member organizations within foreign relations, coordination of the participation of member organizations in the bodies of the International Co-operative Alliance and representation of partner organizations abroad, transfer of knowledge and experience of the foreign co-operative movement, implementation of projects and programmes of mutual cooperation, promotion and publication activities
- promotion of Slovak co-operatives at national and international level,
- advocacy and enforcement of the requirements of member organizations in relation to state authorities and local governments, other organizations and institutions when it comes to preparation of fundamental measures, legislative and other proposals relating to co-operatives,
- education and training, preparation and implementation of projects of effective education at all management levels, seminars and training according to the requirements of member organizations, for workers in co-operatives and officials in co-operation with educational institutions,
- support the humanitarian ideas and goals in co-operatives,
- property participation in other legal entities, coordination of the rights and obligations of entities with the property participation of the Union and member organizations,
- creation and management of Union’s funds, established for the purpose of managing of financial means of the Union
- The Union cannot interfere in the activity of its members.
- The Union follows strictly the principle of consensus of its members while applying its priorities of the protection and development of the co-operative movement. In case of difference of opinions between the members on crucial issues, the Union in this matter will not act, thus not prejudice the right of the individual members of the Union to solve the issue individually.
Creation and termination of membership of the Union
- The founding member organizations of the Union are the following members:
COOP PRODUCT Slovakia (formerly Slovak Association of Producer Co-operatives), Mliekarenská 10, 824 92 Bratislava
COOP JEDNOTA Slovakia (formerly Slovak Association of Consumer Co-operatives), Bajkalská 25, 827 18 Bratislava
Slovak Association of Housing Cooperatives, Palárikova 16, 812 60 Bratislava
Union of Agricultural Cooperatives and Business Companies of the Slovak Republic (formerly the Union of Agricultural Cooperatives of the Slovak Republic), Priemyselná 6, 824 94 Bratislava
- Membership of the Union is voluntary
- Members of the Union can only be legal entities under the conditions set by these articles
Creation of membership
- Membership of the Union is decided by the General Assembly of the Union on the basis of a written application. The application is accompanied by the minutes of the constitutive session, articles, proof of registration and the composition of elected bodies and the resolution of the General Assembly to approve the application for membership of the Union.
- Membership starts on the date of the resolution of the General Assembly of the Union on membership of the Union.
Termination of Membership
- Membership in the Union will cease:
a) by written notice of a member organization, accompanied by the resolution of the General Assembly of the member organization with the decision on termination of membership of the Union.
The notice period is three months and begins on the first day of the month following the receipt of notice. The annual subscription fee in case of membership termination is not refunded.
b) by written agreement between the Union and member organizations.
- Membership of the Union expires when a member organization ceases to exist or when a member organization goes into liquidation or declares bankruptcy and restructuring the assets of a member organization, rejecting a proposal for declaring bankruptcy due to lack of assets.
- A member organization may be excluded from the Union by decision of the General Assembly of the Union, when again and despite written warnings of the Board it breaches the articles of the Union.
- Upon termination of membership of the Union, the member organization and the Union settle mutual receivables and liabilities within three months after the approval of the account statements for the year in which there has been a termination of membership.
Rights of member organizations
Member organizations have in particular the following rights:
- the right to elect their representatives to the bodies of the Union
- participate in the management and control of the activities of the Union through their representatives according to the articles
- participate in the activities of the Union and benefit from mutual professional cooperation and discuss common issues carried out in accordance with the mission of the Union
- submit proposals, suggestions and recommendations for discussing common issues in the Union's bodies, state authorities, foreign organizations, or in other organizations and control the progress and results of these negotiations in accordance with the articles
- co-operate with the International Co-operative Alliance, particularly by participation in its professional bodies, or in other ways. To co-operate with co-operative and other international and foreign authorities and organizations.
Obligations of membership organizations
Member organizations have in particular the following obligations:
- comply with the articles and fulfil resolutions of Union’s bodies,
- cooperate with the Union while carrying out its tasks and provide the Union with the necessary information and co-operation for the fulfilment of tasks to the extent agreed by the General Assembly
- contribute financially to the activities of the Union by 31st March of the calendar year as decided by the General Assembly on the amount of the contribution.
Bodies of the Union
Union’s activities are conducted and controlled by the bodies of the Union, which are:
- the General Assembly
- the Board
- the Control Commission
- the President
The General Assembly
The General Assembly is the highest body of the Union. It discusses and decides on issues referred in the statutes.
- The General Assembly:
a) approves the articles of the Union and the Rules of Procedure of the General Assembly of the Union, the Union’s Election Rules and their amendments,
b) approves the Status of the funds set up by the Union
c) discusses and approves the reports of the Board and the rest of the other elected bodies of the Union,
d) decides on the creation and termination of membership of the Union
e) decides on the merger, division, acquisition or abolition of the Union and on related assets settlements
f) confirms the composition of the Board when it comes to the delegation of its members by member organizations,
g) decides on the purchase and sale of long-term tangible and financial assets according to the proposal of the Board,
h) approves a single level of contributions of member organizations to the activities of the Union for the calendar year, or a longer period,
i) decides on accounting and allocating the Union’s profit
j) appoints and dismisses the Executive Director of the Union
k) approves the remuneration of members of the General Assembly, the Board, the Commission of Controland the Executive Director of the Union
- The General Assembly determines the number of delegates of each member organization. The right to attend the General Assembly with a decisive vote is held by delegates from each member delegation according to the following principles:
a) each founding member organization is entitled to have four delegates, the other member organizations are entitled to have one delegate,
b) the number of delegates of each founding member organization is the same,
c) each delegate has one vote, unless at the same time s/he represents an absent delegate. In that case, the delegate of the General Assembly has as many votes as the number of delegates of a member organization he is representing(his own mandate, plus the number of represented mandates).
d) delegates of the General Assembly are always members of the Board and the Control Committee of the Union.
- The Board convenes the General Assembly of the Union at least once a year. Invitations together with the agenda are sent out by the President of the Board to member organizations no later than 30 days before the General Assembly. Member organizations announce the names of delegates to the secretariat of the Union no later than 15 days before the General Assembly. Materials for negotiation of the General Assembly are sent by the President of the Board of the Union to the delegates of member organizations no later than 10 calendar days before the General Assembly is held.
- The Board of the Union is obliged to convene an extraordinary General Assembly at the request of the Commission of Control or if it is requested by at least two of the founding member organizations; the application must include the reasons for the proposed convening of the extraordinary General Assembly together with the draft of the agenda.
In this case the Board must convene the General Assembly in order for it to take place within 30 days of receipt of the request.
In the event of the Board failing to fulfil this obligation, the Commission of Control is obliged to convene the General Assembly.
- An extraordinary General Assembly may also be convened by the Board of the Union for urgent reasons.
- The General Assembly is quorate when a majority of delegates of member organizations, who are entitled to vote, is present. If the set number of delegates is not present, another General Assembly must be convened with the same agenda within 30 days. Then the General Assembly is quorate with any number of delegates.
- For validation of a resolution of the General Assembly related to the approval of the articles of the Union and its changes, merger, division, acquisition or abolition of the Union, it is necessary to have a two-third majority of votes of all delegates. In other cases, the validity of resolutions of the General Assembly requires the approval of the majority of the delegates from member organizations present.
- The Board is the executive and statutory body of the Union. It consists of the chairperson, or statutory representatives of the founding member organizations and one statutory representative who is delegated by other member organizations.
- The Board elects a Chairperson and Vice chairperson of the Union from among its members for a period of one calendar year.
- A legal act passed by the Board must be signed by the Chairperson and the Vice Chairperson or by the Chairperson and another member of the Board or by the Vice-Chairperson and another member of the Board in accordance with Art. 18, clause 2.
- The Board submits a proposal for the distribution of profit or loss of the Union with a proposal for its allocation to individual established funds to the General Assembly of the Union.
- The Chairperson of the Commission of Control may attend sessions of the Board of the Union.
- The Board of the Union discusses the issues set by the articles and decides about them, carries out tasks set by the General Assembly. The Board is responsible for its activities to the General Assembly.
- The Board
a) approves the rules of procedure of the Board of the Union and its amendments,
b) approves other norms about which the Board decides,
c) discusses and approves the draft proposals of measures and legal amendments relating to co-operatives if they are to be submitted to the government of the Slovak Republic or to Parliament
d) approves the statements and comments on proposals of laws and other binding rules of law, on the draft economic measures relating to co-operatives,
e) approves the agreements made with foreign partners at the Union level,
f) discusses the participation of the Union and the member organizations in the activities of the International Co-operative Alliance and its specialized agencies,
g) discusses proposals for further cooperation with other multinational co-operative organizations and other foreign entities where several member organizations are involved,
h) discusses common issues of a conceptual nature in the field of education,
i) submits a proposal for the establishment or abolition of the separate businesses of the Union to participate in other domestic or foreign entities,
j) submits a proposal for the purchase and sale of real estate properties and securities to the approval of the General Assembly of the Union,
k) discusses and approves the report on the activities of the Board,
l) decides on the labour relations of the Union
m) submits to the General Assembly of the Union a proposal for the distribution of profit or loss of the Union with a proposal for allocation to individual funds established, discusses other issues, with which it was empowered by the General Assembly
n) personnel changes may generally be carried out only on the basis of preliminary proposals discussed by the Boards of members.
The Board meets according to its needs but at least once every two months. It is convened by the President of the Board and the session is chaired by the President of the Board (in the event of his absence it is chaired by the Vice-President), who is obliged to convene the Board also in that case, if at least two of its members or the Commission of Controlrequire that. In that case, the Board session is held within 30 days of receipt of the application.
The Board is quorate if a majority of the members is present. For acceptance of a resolution the approval is required of a majority of the members present.
On behalf of the Board, the President of the Union acts, and during his absence the Vice-President or another authorized member of the Board acts.
The President of the Commission of Control of the Union attends the Board session, or in the event of his absence an authorized member of the Commission of Controlof the Union attends the Board session.
- The Commission of Control is the regulatory body of the Union. It is entitled to check:
a) compliance with the articles,
b) fulfilment of the resolutions of the Union’s bodies
c) the creation and allocation of the budget
d) allocation of established Union’s funds
It is responsible to the General Assembly, to which submits reports on its activities, including reports of the control results of the Union.
Founding member organizations also have the right to delegate one representative to the Commission of Control as well as the right to dismiss him. The President and the Vice President of the Commission of Control are elected and dismissed by the Commission of Control from among its members for a period of one year.
The Commission of Control sits according to its needs, but at least once every two months; it is convened by the President and the session is chaired by the President (Vice-President) of the Commission.
The Commission of Control is quorate when a majority of its members is present. For acceptance of a resolution a majority of the votes of the members present is required.
The conclusions of the Commission of Control are discussed by the Board at its upcoming session.
President of the Board
The President of the Board is a representative of the Union in relation to the republic, the government and other bodies, to the other organizations, to the International Co-operative Alliance and other foreign organizations.
The President of the Board decides on all matters of the Union, unless the articles of the Union say otherwise. The President of the Board as a statutory representative of the Union discusses all matters on behalf of the Union.
The President of the Board convenes and manages a board session, ensures the implementation of its resolutions and manages the activities of the Union.
The President of the Board, in particular:
a) applies the views and proposals for the Union externally,
b) ensures the implementation of the resolutions of the General Assembly and the Board of the Union
c) carries out tasks arising from the articles of the Union.
The President of the Board is elected from amongst the Presidents or statutory representatives of the founding member organizations for a period of one year. The appointment of the President of the Union is not released . The term of office of the Board usually begins and ends with the approval of the annual results of the accounting statements by the General Assembly.
In the event that the term of office of the President of the Board comes to an end within the one-year term of office for which he was elected by the Board of the Union in connection with the expiry of his term as President of a member organization, the Vice President of Board replaces him and a new Vice President of the Union is elected.
In the event that the President or statutory representative of a founding member who does not have the function of President of the Board leaves the organization, the order is stable.
For exceptional reasons the Board may decide differently, in clauses 6 and 7.
The Vice-President of the Board is elected by the Board of the Union from amongst the founding members for a period of one year, when the one-year change in the function of Vice-President from amongst Presidents or statutory representatives of founding member organizations is done. The Vice-President´s function is not released.
- The Vice-President of the Board acts on behalf of the President of the Board in the event of his absence to the full extent of his power.
- The Vice-President replaces the President of the Board after the end of his term in a member organization.
Common provisions about the Union's bodies
Union’s bodies discuss and make decisions collectively at sessions, to which all their member have to be invited. The President or the statutory representative of a founding member organization according to Art. 3 clause 1, can be replaced by the Vice-President or statutory representative at the sessions of the Board.
Negotiations and decision-making of the Union’s bodies are set out in detailed rules of procedure. Each delegate of the General Assembly, member of the Board or the Commission of Control has one vote, unless at the same time s/he represents an absent delegate of the General Assembly. In that case, the delegate of the General Assembly has as many votes as the number of delegates of a member organization he is representing (his own mandate, plus the number of mandates represented).
Membership of the Board and of the Commission of Control of the Union are mutually incompatible.
The function of President of the Board and President of the Commission of Control of the Union cannot be carried out simultaneously in a single term by representatives from the same member organization.
The Presidents of the member organizations communicate to synchronize the interests, objectives and requirements of all members.
In the event that a member organization fails to pay the full amount of the membership fee after written notice from the Board within the period specified additionally in this reminder, the right of representatives of this member organization to vote in the Union’s bodies is stopped until the payment is made, however, no longer than until the end of the calendar year.
The Assets and economy of the Union
The assets of the Union are the sum of assets (receivables and other rights and values) that are, or are intended for the Union’s activities.
The Union as a legal entity is responsible with its property for the fulfilment of its duties. A member organization is not responsible for fulfilling the obligations of the Union, and the Union is not responsible for fulfilling the obligations of member organizations.
The shares of members of the Union in the assets are as follows(in %):
* COOP PRODUKT Slovakia 38.3
* COOP JEDNOTA Slovakia 38.3
* Slovak Association of Housing Co-operatives 19.2
* Association of Agricultural Co-operatives and Business Companies in Slovakia 4.2
The economy of the Union is guided by generally binding legal regulations and by these articles approved by the General Assembly of the Union.
The Union manages its economy according to its budget for the calendar year. Its needs and activities are covered by contributions from member organizations, income from legal entities and from other sources.
The amount of contributions made by individual member organizations to cover the costs of the activities of the Union and its method of calculation is provided by the General Assembly of the Union within the Article 9, clause 2,h) at the proposal of the Board.
The Union pays from its budget membership fees to the International Cooperative Alliance and other entities to the amount and in the manner of the articles of resolutions of the bodies of these organizations.
In the event of the abolition of the Union, liquidation is carried out according to the resolution of the General Assembly, which also decides on the treatment of the liquidation balance so that firstly there will be a settlement of equity contributions and the rest of the liquidation balance will be allocated according to shares of the assets of members of the Union (Art. 20, clause 3) between member organizations whose membership terminated together with the abolition of the Union
The Union’s Apparatus
To fulfil its tasks, the Union creates an apparatus whose organizational structure and functional content are approved by the Board of the Union.
The activity of the Union’s apparatus is managed by an Executive Director, appointed and dismissed by the General Assembly of the Union. The Executive Director is responsible to the Board of the Union for carrying out his/her duties. If the duties are not fulfilled, the Board of the Union is obliged to make a proposal for his/her dismissal. The Executive Director attends the sessions of the Board with an advisory vote.
The Executive Director in particular
a) organizes and ensures the fulfilment of the tasks associated with the preparation of negotiations of the Board and the current fulfilment of the tasks arising from the session,
b) in accordance with the resolution of the Board organizes the preparation of the General Assembly of the Union, in collaboration with member organizations,
- organizes the preparation of substantial negotiations of the President (or Vice-President) of the Board with domestic and foreign authorities and organizations,
- is responsible for the implementation of labour relations,
- has the right to decide on the purchase of movable assets up to a value of 1,000, €,
- provides banking operations, ensuring the normal operations of the Union and also banking operations resulting from decisions by the Board of the Union,
- organizes cooperative events according to the decision of the Board of the Union
- Employees of the Union´s apparatus are in an employment relationship within the meaning of generally binding rules.
Acting on behalf of the Union is guided by the organizational rules of the Union, approved by the General Assembly of the Union.
Transitional and final provisions
The Union is abolished if the number of member organizations declines if only founding member organization remains a member of the Union.
- The articles, including amendments, which were approved by the General Assembly of the Cooperative Union of the Slovak Republic on 8th March 2011, are abolished.
- These articles were approved by the General Assembly of the Co-operative Union of the Slovak Republic on 15th May 2012, when they take effect.
Ing. Gabriel Csollár
President of the Board
Co-operative Union of the Slovak Republic
Ing. Iveta Chmelová
Vice-President of the Board
Co-operative Union of the Slovak Republic