Uniform act on cooperatives
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Preliminary chapter
Scope
Part 1
General provisions on cooperatives
Title I
Formation of a cooperative
Chapter 1
Definition of a cooperative and cooperative principles
Chapter 2
Becoming a shareholder
Section 1: General provisions
Section 2: Membership – Withdrawal – Termination
Paragraph 1: General provisions
Paragraph 2: Right of the Member to Appeal
Paragraph 3: Social rights of the terminated member and current undertakings
Chapter 3
Articles of association and rules of procedure
Section 1: Articles of association
Paragraph 1: Duration
Paragraph 2: Extension
Paragraph 1: General Provisions
Paragraph 2: Different types of contributions
Paragraph 3: Cash contributions
Paragraph 4: In-kind contribution
Paragraph 5: Service contributions
Paragraph 1: Principle
Paragraph 2: Rights and obligations attached to shares
Paragraph 3: Assignment – Non negotiability
Paragraph 4: Reduction of the number of members below the legal Threshold
Paragraph 1: Equity Capital
Paragraph 2: Loan funds
Section 2: Rules of procedure
Chapter 4
Register of cooperatives – Registration of legal entity
Section 1: Register of cooperatives
Section 2: Registration–Legal personality
Section 3: Cooperative being formed and cooperative formed but not registered
Title 2
Operations of a cooperative
Chapter 1
Powers of officers and general principles
Chapter 2
General meeting– General principles
Chapter 3
Annual summary financial statements, allocation of earnings
Section 1: Annual summary financial statements
Section 2: Rebates - Reserves
Section 3: Disputes among members, or among one or more members and the cooperative
Chapter 4
Preventive auditing procedures
Section 1: Alert procedure
Section 2: Management expertise
Section 3: Auditors
Title 3
Suit for civil liability against cooperative officers
Chapter 1
Individual suit
Chapter 2
Derivative lawsuit
Title 4
Legal relations between cooperatives
Chapter 1
Unions – Federations – Confederations - Networks
Section 1: Unions of cooperatives
Section 2: Federation of cooperatives
Section 3: Confederation
Section 4: Cooperative Networks of Means or Goals
Title 5
Conversion of a cooperative
Title 6
Merger – Split-Off
Title 7
Dissolution - Liquidation of a cooperative
Chapter 1
Dissolution of a cooperative
Section 1: Causes of dissolution
Section 2: Effects of dissolution
Chapter 2
Liquidation of cooperatives
Section 1: General provisions
Section 2: Special provisions for judicial liquidation
Title 8
Nullity of cooperatives and corporate acts
Part 2
Special provisions for different forms of cooperatives
Title 1
Simplified cooperative
Chapter 1
Formation
Section 1: General provisions
Section 2: Substantive conditions
Section 3: Formal requirements
Chapter 2
Operation of simplified cooperative
Section 1: Transactions pertaining to shares
Paragraph 1: Transfer of shares inter vivos
Paragraph 2: Transfer due to death
Section 2: Management
Paragraph 1: Management committee
Paragraph 2: Term of office
Paragraph 3: Reimbursement of expenses
Paragraph 4: Removal
Paragraph 5: Resignation
Section 3: General meeting of cooperative shareholders
Paragraph 1: General principles
Paragraph 2: Convening of the general meeting
Paragraph 3: Minutes
Paragraph 1: Principle
Paragraph 2: Right to information
Paragraph 3: Right to distribution of available earnings
Paragraph 1: Holding of the ordinary general meeting
Paragraph 2: Agreements between the simplified cooperative and one its officers or one of its members
Paragraph 1: General rules pertaining to the vote of cooperative members
Paragraph 2: Conversion of the simplified cooperative
Section 4: Means of control of the simplified cooperative
Chapter 3
Merger – Demerger
Chapter 4
Dissolution of the simplified cooperative
Title 2
Cooperative with a board of directors
Chapter 1
Formation of a cooperative with a board of directors
Section 1: General provisions
Section 2: Formation
Chapter 2
Administration and management of the cooperative with a board of directors
Section 1: Board of directors
Paragraph 1: Number and appointment of directors
Paragraph 2: Directors’ term of office
Paragraph 3: Permanent representative of the legal entity member of the board of directors
Paragraph 4: Elections
Paragraph 5: Vacancy on the board of directors
Paragraph 6: Reimbursement of expenses
Paragraph 7: End of the mandate of director
Paragraph 1: Scope of powers
Paragraph 2: Regulated agreements
Paragraph 3: Suretyships, endorsements and other guarantees
Paragraph 4: Prohibited agreements
Paragraph 5: Other powers of the board of directors
Paragraph 1: Convening and deliberations of the board of directors
Paragraph 2: Minutes of the board Meeting
Paragraph 1: Appointment and term of office of the chairman of the board of directors
Paragraph 2: Duties of the chairman of the board of directors
Paragraph 3: Appointment and term of office of the Officer in charge of management
Paragraph 4: Duties and Remuneration of the Officer in charge of Management
Section 2: Supervisory board
Chapiter 3
General meeting
Section 1: Common rules to all Members’ meetings
Section 2: Ordinary general meeting
Section 3: Extraordinary general meeting
Chapter 4
Dissolution of cooperatives with a board of directors
Chapter 5
Liability
Section 1: Liability of members
Section 2: Liability of the founding members
Section 3: Liability of directors
Chapter 6
Provisions relating to shares
Section 1: Different forms of shares
Section 2: Rights attached to shares
Section 3: Failure to pay up shares – Effects
Section 4: Reimbursement of shares
Part 3
Criminal provisions
Part 4
Miscellaneous, transitional and final provisions
Preliminary chapter
Scope
Article 1
Any cooperative, union or federation of cooperatives, whose registered office is located in the territory of one of the States Parties to the Treaty on the Harmonization of Business Law in Africa, hereinafter referred to as “States Parties”, shall be governed by the provisions of this Uniform Act.
Any confederation of cooperatives which opts for a cooperative form shall also be governed by the provisions of this Uniform Act.
Notwithstanding the provisions of Articles 1 and 6 of the Uniform Act on Commercial Companies and Economic Interest Grouping, cooperatives, which engage in commercial activities, shall be governed by the provisions of this Uniform Act.
Article 2
The provisions of this Uniform Act shall be public policy provisions except in cases where it expressly authorizes the members either to substitute the stipulations agreed to or the provisions of the national legislation of the States Parties to those of this Uniform Act or to supplement their provisions with the provisions of this Uniform Act.
Notwithstanding the provisions of this Uniform Act, cooperatives which carry out the business of a bank or conduct financial activities, shall remain subject to the provisions of domestic or community law relating to the exercise of such activities.
Article 3
Any individual, regardless of nationality, wishing to form a cooperative to carry on a business in the territory of one of the States Parties, shall, unless otherwise expressly provided by this Uniform Act, choose one of the forms of cooperatives that suits the business s among those laid down in this Uniform Act.