The simplified cooperative shall be formed by at least five natural persons or legal entities. The formation of the simplified cooperative shall be decided by an organizational general meeting.

The cooperative shall be designated by a name which shall be immediately preceded or followed by the terms “simplified cooperative” and the acronym ‘SCOOPS” written in legible characters.

The simplified cooperative is required to register at the Register of Cooperatives under the conditions prescribed in Articles 74 to 77 above.

The simplified cooperative shall be formed with an initial share capital for which the amount is stated in the articles. Shareholders unable to contribute cash towards the capital at the time of the formation may make a commitment to make installment payments within a period set by the articles.

The share capital shall be divided into equal membership shares whose par value is set by the articles.

The articles may provide for the return on capital. Where the articles of the cooperative provide for the return on capital, the interest granted thereto cannot be higher than the Central Bank discount rate of the State party and should be served only if there were surpluses during the fiscal year. The interest may be accrued only to the amount of paid-up shares.

The annual ordinary general meeting, on a proposal of the management committee and in light of the earnings of the year ended shall decide whether to award interest on membership shares and, where appropriate, shall set the rate in the limit laid down in paragraph 1 above.

The contribution of members shall be at least equal to the amount of the cooperative subscribed shares. However, the articles may provide for a greater scope which may not exceed five times the amount of subscribed shares.

The articles of a simplified cooperative must necessarily contain the assessment of each in-kind contribution. Such assessment shall be made under the supervision of the parent cooperative if there is one.

Where necessary, any cooperative may seize the competent court, and failing that, the authority in charge of cooperatives so as to appoint an expert to assess in-kind contributions. The appointed expert shall prepare a report to be appended to the articles.

The remuneration of the expert shall be borne by the members unless the cooperative reimburses expenses already incurred.

Members are indefinitely and jointly liable for the consequences of inaccurate or fraudulent assessment, or for failure to assess in-kind contributions.

Funds generated by the payment of shares shall be deposited immediately by the founding members or by one of them, duly authorized to that effect, at the bank, in a savings and credit union, a postal check office or in any other institution approved by the legislation of the State party to receive such deposits against a receipt in an account opened in the name of the cooperative being formed.

Funds thus deposited shall not be available until the day of the registration of the cooperative at the Register of Cooperatives. From that day onwards, they shall be put at the disposal of the management committee appointed in the Articles of Association or in a subsequent instrument.

Where the cooperative may not be registered within the period of six months from the first day of the deposit of funds, contributors may, either individually, or through a proxy representing all of them, request the withdrawal of their contribution funds to the chairman of the competent court.

The contributors may also, individually or collectively, request the authorization for individual withdrawal of their contributions to the authority in charge of cooperatives.

The draft articles must be submitted to the constituent general meeting for adoption. Members shall participate in person, prior to annulment to the organizational general meeting of the simplified cooperative.

The founding members and the first officers to whom the nullity of the simplified cooperative is attributable shall be jointly liable towards the other members and individuals other than the latter for the damage caused by the cancellation.

The action shall lapse after three years from the day the decision to nullify becomes final.

Membership shares assignment shall be carried out only among members who share a common bond justifying their union.

The transfer of shares inter vivos shall be recorded in a written document.

It shall be enforceable to the cooperative only after the filing of the original transfer deed at the registered office against receipt of the certificate of deposit by the management committee. The transfer shall be enforceable against other parties than the members only after completion of the above formalities and after filing the above mentioned transfer with the Register of Cooperatives.

The Articles of Association shall freely set the procedures for the transfer of the membership shares between members. Failing this, the transfer of shares between members shall be free.

The Articles of Association shall also provide procedures for transmission of membership shares between spouses, ascendants and descendants provided that transferees share the common bond that unites members.

Concerning third-party shares, the transfer shall only be possible with the consent of the majority of members who are not transferors.

The members shall be notified of the assignment project of the cooperative.

If the cooperative did not communicate its decision within three months of the notification referred to in the paragraph above, consent to the transfer is deemed granted.

The articles may provide that in case of death of a member, the admission of one or several heirs or a successor of the latter to the cooperative, provided that they share the common bond. The articles shall prescribe the terms for admission.

Admission or refusal of admission shall be made within a period which may not exceed three months from the receipt of the request. Failing to respond within the time limit, the admission shall be deemed granted.

The decision of admission or rejection shall be notified to each heir or successor concerned in writing.

Shares are unseizable. They shall not be pledged.

The simplified cooperative shall be headed by a management committee consisting of three members at the most. When a cooperative has at least one hundred members or when such number is reached during its life, the number of members of the management committee may be changed from three to five in the articles.

The general meeting shall elect the members of the management committee from among its members, who are natural persons, by a simple majority unless a clause in the articles requires a stronger majority.

The management committee shall appoint a chairman among its members. The articles shall organize the management of a simplified cooperative.

The articles shall organize the election of the members of the management committee and shall determine their term of office.

The chairman and other members of the management committee are not remunerated.

However, expenses incurred by the chairman and other members of the management committee in the performance of their duties may be reimbursed to them under the conditions laid down by the general meeting. They may also be granted an allowance for expenses to be incurred when the articles prescribe the terms of the allocation of such allowance.

The chairman and the other members of the management committee may be removed by a resolution of the members passed under the conditions of vote and quorum relating to the amendment of the articles. Any clause to the contrary shall be deemed unenforceable.

Furthermore, the chairman and the other members of the management committee shall be removed for legal grounds at the request of any member by the competent court in the jurisdiction where the registered office is located.

The chairman and the other members of the management committee may resign at their free will. However, where the resignation is of malicious intent, the cooperative may sue for damages incurred.

In relations between members and in the absence of a definition of their powers in the articles, the management committee may prescribe all acts of management in the interests of the simplified cooperative.

In dealing with people other than the members, the management committee shall undertake acts that are in line with the corporate purpose of the simplified cooperative.

The chairman of the management committee shall chair the meetings thereof and those of the general meeting. If unable to attend, the general meeting shall be chaired by one of the members of the management committee.

The chairman and the other members of the management committee shall be liable to the simplified cooperative or to individuals other than the members for, either violations of the legal or regulatory provisions governing simplified cooperatives, or for violations of the articles, or mismanagement.

Collective decisions shall be taken at general meeting.

Each member has the right to partake in decisions of the general meeting and has only one vote, regardless the number of shares he owns.

Members shall be convened at the general meeting, by the chairman of the management committee and, if absent, by a member of the management committee.

Where members represent at least a quarter of the shareholders of the simplified cooperative, they may demand the convening of the general meeting. In their request, they shall state the business to include in the agenda of the forthcoming general meeting.

In addition, the competent authority or, failing that, the competent court, may in the case of emergency, or a member’s petition, appoint a representative responsible for convening a meeting of the general meeting and setting the agenda.

The members shall be convened at least fifteen days before the general meeting by hand-delivered letter against a receipt, display of posters, orally or by any other appropriate means of communication. Apart from sending notice by hand-delivered letter against a receipt, the chairman of the management committee shall be accountable for proving that convening notices were actually sent.

Under penalty of nullity, the convening notice shall state the agenda of the above mentioned meeting.

Where members are the ones requesting the holding of the general meeting, the chairman of the management committee shall state the agenda set by the members in the convening notice.

In the forms and time limits referred to in paragraph 1 above, the members must be put in a position to exercise their information rights provided for in Article 238 below.

Any general meeting unduly called shall be cancelled. However, the cancellation shall not be admissible when all members were present.

The proceedings of the general meeting shall be recorded in minutes stating the date and venue of the meeting, the full names of members present, documents and reports submitted for discussion, a summary of discussions, the text of the resolutions put to vote and the outcome of the votes.

The minutes shall be signed by each of the members present, unless otherwise provided for by the Articles of Association.

Copies or extracts of the minutes on the discussions of the members shall be certified true by the chairman of the management committee.

Members have a permanent right to information on the affairs of the cooperative. Prior to holding general meetings, they shall, in addition, have a right to information

The right to information shall be exercised with respect to documents which contain information on the administrative and financial management of the simplified cooperative and on proposed resolutions.

Such documents are put at the disposal of members at the registered office of the simplified cooperative.

Any clause contrary to the provisions of this Article shall be deemed unenforceable.

The balance of surpluses available after allocation to the general reserve, on the one hand, to reserves intended for training, education and awareness campaign on the principles and techniques of cooperation, on the other hand, decreased by any sums out of patronage returns and increased by retained earnings shall constitute the distributable surpluses.

The general meeting called to approve the accounts for the fiscal year is entitled to allocate the distributable surplus as defined in Article 239 above, in order and the proportion determined by the articles, and in particular:

The articles may also prohibit any distribution of the surplus for a period they fix.

Ordinary collective decisions shall be taken by the ordinary general meeting. Their purpose is:

Ordinary collective decisions shall be taken by the majority of members present or represented of the simplified cooperative.

The annual ordinary general meeting shall be held within six months from the close of the financial year. The management committee may request an extension of this period to the

competent authority or, failing that, to the competent court, which must respond within fifteen days from the receipt of the request.

In ordinary general meetings, decisions shall be adopted by a majority of the votes cast by members representing more than half of the number of members of the simplified cooperative.

Where such quorum is not obtained, and unless otherwise provided in the Articles of Association, the members shall, depending on the case, call the meeting a second time and decisions shall be taken by a majority of the members present or represented.

However and in all cases, the removal of the chairman and the members of the management committee can only be decided by the majority of two-thirds of the members present or represented at the meeting.

The ordinary general meeting shall decide on agreements entered into directly, or through an intermediary, between the simplified cooperative and one of its officers or one of its members.

To this effect, the chairman of the management committee present at the annual ordinary general meeting shall attach a report on the agreements entered into directly or through an intermediary between the cooperative and one of its officers or one of its members to documents entrusted to members.

The chairman of the management committee shall notify the supervisory board and the auditor, if there is one, of agreements referred to in Article 245 above within a period of one month from their signature.

They shall not be examined by the ordinary general meeting when the agreements relate to current operations concluded under normal conditions. Current operations shall be those which are performed by the simplified cooperative, in a normal way, in the context of its business.

Normal conditions shall be those which are applicable, for similar agreements, to the simplified cooperative in question or, possibly, to cooperatives of the same sector.

The report of the management committee shall list agreements submitted for approval to the general meeting and explain their terms.

The ordinary general meeting shall decide on the agreements in accordance with the provisions of Article 245 above.

The concerned member shall not vote during the deliberations on the agreement and his vote shall not be taken into account for the calculation of quorum and majority.

Agreements not approved by the meeting shall nevertheless produce their effects, the contracting member of the management committee or the contracting member shall be individually or jointly liable, as the case may be, for detrimental consequences of the agreement to the cooperative.

A suit for civil liability shall be instituted within a period of three years from the conclusion of the agreement, or its disclosure where it was concealed.

Under penalty of nullity of the contract, it shall be forbidden to natural persons, managers or members to contract loans, under any form whatsoever, from the simplified cooperative, to obtain an overdraft on a checking account or otherwise, as well as to have the cooperative guarantee or endorse their commitments towards third parties.

Such measure shall also apply to spouses, ascendants and descendants of the individuals referred to in the first paragraph of this Article, as well as to any intermediary.

The purpose of the extraordinary collective decisions purpose is to decide on the amendment of the Articles of Association.

In extraordinary general meetings, decisions are taken by the majority of two-thirds of votes by members representing more than half of the number of members of the simplified cooperative at the first meeting.

Where such quorum is not obtained, and unless otherwise provided for in the Articles of Association, the members shall, depending on the case, call the meeting a second time and decisions shall be taken by a majority of the members present or represented.

Any clause to the contrary shall be deemed enforceable.

Unanimity is required in the following cases:

The simplified cooperative may be converted into a cooperative with a board of directors or a cooperative not governed by this Uniform Act. Where appropriate, the provisions of Articles 167 to 173 above shall not apply.

The conversion of the simplified cooperative may only be realized where it has, at the time the conversion is planned, an equity in the amount at least equal to its share capital and it has drawn balance sheets of its two last financial years and submitted them for approval to the members.

The conversion may only be carried out based on the report of an expert selected by the chairman. Such report may also be drawn by the parent cooperative if there is one.

Any conversion carried out contrary to these provisions shall be null and void.

The supervisory board is the control body of the simplified cooperative. It acts in the sole interest of the members.

The supervisory board shall be created as soon as there are enough members.

The supervisory board shall be composed of three to five individuals elected by the general meeting.

May not be members of the supervisory board:

For the purposes of the previous article, are considered to be individuals associated with a member of the administrative or management committee under the terms of this article:

The articles shall organize the election of the members of the supervisory board and determine their term of office.

The supervisory board meets when necessary or at the request of two of its members. The supervisory board decisions shall be taken by a simple majority of its members.

The supervisory board may check or have the officers of the simplified cooperative management checked at any time.

It shall inform the cooperative parent institution of any irregularities, if any, that it finds, and where appropriate, convene a general meeting which shall decide on measures to be taken.

The duties of the member of the management committee and supervisory board shall not be remunerated. The general meeting may however provide for reimbursement of expenses incurred in the performance of duties.

When the merger is realized with contributions to a new simplified cooperative, this may be formed without any further contribution than that of the merging cooperatives.

When the dissolution is realized with contributions to new simplified cooperatives, these may be formed without any further contribution than that of the cooperative being dissolved.

In the cases provided for in the two preceding paragraphs, the members of cooperatives which disappear may automatically act as founding members of the new cooperatives.

The simplified cooperative shall be dissolved for common reasons applicable to all cooperatives.

Unions, federations and confederations shall be associated to the operation of liquidation of cooperatives that are affiliated to them, or their financial bodies.

The cooperative with a board of directors shall be made up of about fifteen natural persons or legal entities at least.

The cooperative with a board of directors shall be designated by a name which is immediately preceded or followed by the terms “Cooperative with a board of directors” and the abbreviation “COOP-CA” written in legible characters.

The capital of the cooperative with a board of directors must be fully subscribed before the holding of the organizational meeting.

The membership shares representing cash contributions shall be fully paid during the subscription of capital, at least a quarter of their par value.

The payment of surplus shall occur within a period which may not exceed three years from the registration of the cooperative in the Register of Cooperatives as defined by the articles and the rules of procedure.

Insofar as the capital is not fully paid, the cooperative may not increase its statutory minimum capital, except if such capital increase is realized through in-kind contributions or the arrival of new members.

The subscription of shares representing cash contributions shall be recorded in a subscription form prepared by the founding members or by one of them and shall be dated and signed by the subscriber or the authorized representative, who shall write in full letters and numbers, the number of subscribed securities.

The subscription form shall be prepared in two original copies, one for the cooperative being formed and one for the subscriber.

The subscription form shall state:

Proceeds of the subscription of shares issued in cash shall be deposited by individuals who receive them on behalf of the cooperative being formed at a bank in a special account opened in the name of the cooperative or any other duly authorized institution by the legislation of the State Party where the registered office of the cooperative being formed is located.

Funds shall be deposited within a period of eight days from the date of receipt thereof. The depositor shall provide the bank or any other duly authorized institution with a list comprising the identity of the subscribers and stating, for each of them, the amount of their deposits.

The depositary shall, until the funds are withdrawn, provide the list referred to in the foregoing paragraph, to any subscriber who, after showing proof of his subscription, so requests.

The applicant may examine the list and obtain, at his expense, the delivery of a copy thereof.

The depositary shall deliver to the applicant a certificate of deposit attesting the deposit of funds.

The articles shall be prepared in accordance with the provisions of Articles 17 and 18 above.

The Articles of Association shall contain the particulars provided for in Article 17 and 18 above:

The rules of procedures shall be drafted pursuant to provisions of Articles 67 and 68 above.

Proceeds of subscriptions in cash may be withdrawn only after the registration of the cooperative at the Register of Cooperatives.

The withdrawal shall be done by the chairman of the board of directors upon presentation to the depositary of the certificate of the authority in charge of cooperatives confirming the registration of the cooperative.

Any subscriber may, six months after paying for the subscription, petition the competent court to rule expeditiously in order to appoint an administrator in charge of withdrawing the funds to pay back subscribers, if, on that date, the cooperative is not yet registered.

The assessment of in-kind contributions shall be conducted, under the supervision of the union or federation, by a contribution auditor appointed by the founding members of the cooperative.

The constituent general meeting is convened at the request of the founding members.

The convening notice shall be hand-delivered against a receipt or by any means leaving a written record with mention of the agenda, venue, date and time of the meeting.

The notice shall be sent to each subscriber at least fifteen days before the meeting date.

The constituent general meeting shall be valid only where at least two-thirds of the founding members are present.

The general meeting shall decide by a simple majority of the votes of shareholder founding members.

White ballots shall not be taken into account for the calculation of majority.

The holding of the general meeting shall be governed by provisions not contrary to Article 342 et seq. below including for the constitution of its bureau and the rules of representation and participation in the meeting.

The Chairman and secretary shall be appointed at the meeting.

Each in-kind contribution shall be subject to a special vote of the general meeting.

The general meeting shall approve or disapprove the report of the contributions auditor or of the parent cooperative on the assessment of in-kind contributions.

The in-kind contributor shall not participate in the vote.

The meeting may reduce the value of in-kind contributions only at the unanimity of subscribers and with the express consent of the contributor.

The consent of the contributor shall be stated in the minutes when the value attributed to the assets contributed is different from the value determined by the contributions auditor or the parent cooperative.

Members and directors shall be jointly and severally liable to third parties for the value attributed to contributions for five years.

The constituent general meeting shall:

The articles shall be signed by all members of the board of directors and the supervisory board. Furthermore, an attendance list signed by all members shall be appended to the articles.

The minutes of the meeting shall state the date and venue of the meeting, the nature of the meeting, the mode of convocation, the agenda, quorum, resolutions submitted to votes and, where appropriate, the conditions of quorum and vote on each resolution and the outcome of the votes for each item.

The minutes shall be signed by the meeting chairman and secretary and shall be archived at the registered office along with the attendance sheet and annexes.

Any improperly- convened constituent general meeting may be cancelled pursuant to conditions set forth in Article 201 of this Uniform Act.

However, the cancellation shall not be admissible when all members were present or represented and did not oppose it.

The founding members of the cooperative with a board of directors to which the cancellation of the organizational meeting is attributable and the directors in office at the time where the cancellation was pronounced may be declared jointly liable for the subsequent damage thereof of the cooperative to individuals other than the members.

The cooperative with a board of directors shall be managed by a board of directors.

The cooperative with a board of directors shall be managed by the board of directors composed of a minimum of three members and a maximum of twelve members.

The number of directors of the cooperative with a board of directors may become temporarily higher in the event of a merger with one or several cooperatives up to a total maximum number of directors in office for more than six months in the merged companies, without exceeding twenty-four.

Deceased, removed or resigning directors shall not be replaced, similarly new directors may only be elected, save during a new merger, insofar as the number of directors in office has not been reduced to twelve.

The first directors shall be elected by the general organizational meeting. During the life of the cooperative, directors shall be elected by the ordinary general meeting.

However, in the event of a merger, the extraordinary general meeting may elect new directors. Any election made in violation of the provisions of this Article shall be null and void.

The articles shall provide for the election of directors and their term in office.

A legal entity may be appointed director. At its appointment, it must appoint a permanent representative by sending a hand-delivered letter against a receipt or by any means leaving a written record addressed to the cooperative for the duration of its mandate. Although this permanent representative is not a director in the cooperative, he shall be subject to the same conditions and obligations and shall incur the same civil and criminal liability as if he was a director in his own name, without prejudice to the joint liability of the legal entity that he represents.

The permanent representative shall perform his duties for the term of office of the legal entity that he represents.

At each renewal of its mandate, the legal entity shall indicate whether it maintains the same natural person as permanent representative or failing that, it shall immediately appoint another one.

When the legal entity removes its permanent representative, it shall notify the cooperative without delay of the termination as well as give the identity of its new permanent representative by hand-delivered letter against a receipt or by any means leaving a written record.

The same shall apply in the event of death or resignation of the permanent representative or for any other reason that prevents him from performing his duties.

Members of the board of directors shall be elected by the general meeting in accordance with the procedures set out in the articles.

A natural person, who is a director in his own name or a permanent representative of a legal entity that is a director, shall not serve simultaneously on more than one board of directors of cooperatives with a board of directors having their registered office in the territory of the same State Party.

Any natural person who, upon taking up a new role, infringes the provisions of the first paragraph of the foregoing Article within three months of his appointment shall resign from one of the boards of directors.

At the expiry of such time limit, the natural person shall be deemed to have been removed from his new office without the validity of the proceedings in which he took part being called into question.

Unless otherwise provided for in the Articles of Association, the functions of a director may be combined with a contract of employment if the contract corresponds to a real job.

The appointment of directors shall be published at the Register of Cooperatives.

The appointment of the permanent representative shall be subject to the same formalities of publicity as if he was a director appointed in his own name.

Deliberations conducted improperly by a board of directors shall be null and void.

Notwithstanding the provisions of Article 294 above, the board of directors may, in the event of vacancy of one or several director(s) between two meetings, co-opt new directors. They shall be appointed on an interim basis until the next general meeting.

Where the number of directors becomes lower than the statutory minimum, the board of directors shall co-opt new directors to complete the number of members within three months from the day the vacancy occurred. Board resolutions passed during such period shall remain valid.

When the number of directors becomes lower than the statutory minimum, the remaining directors shall immediately convene the ordinary general meeting in order to complete the number of directors of the board of directors.

Where the board of directors fails to appoint directors as required, or to convene the general meeting for that purpose, any interested party may petition the chairman of the competent court for the appointment of an agent who will convene the ordinary general meeting for the purpose of appointing new directors or confirming them as provided for in this Article.

The vacancy and appointments of new directors shall take effect only at the end of the meeting of the board of directors held for this purpose.

The appointments by the board of new directors shall be confirmed by the very next ordinary general meeting.

Where the ordinary general meeting refuses to confirm the new appointments, the decisions taken by the board of directors shall be valid for the elapsed period and shall have their effect.

The duties of directors are free.

However, directors shall be entitled to get reimbursed for expenses incurred for travel and occasional expenses during assignments or the performance of duties mandated by the board of directors in the interest of the cooperative. Such expenses shall be justified.

The mandate of the director shall end due to:

Directors may be removed at any time by the general meeting.

The resignation or removal of directors shall be published at the Register of Cooperatives.

The board of directors shall be vested with the broadest powers to act in all circumstances on behalf of the cooperative with a board of directors.

It shall exercise such powers within the limits of the corporate purpose and subject to powers expressly attributed by this Uniform Act to the meetings of the members.

The board of directors shall be in charge inter alia of:

The clauses of the Articles of Association or the decisions of the general meeting limiting the powers of the board of directors shall not be enforceable to individuals other than the members who act in good faith.

In its dealings with individuals other than the members, the cooperative with a board of directors shall be committed even by the acts of the board of directors which are not in line with the corporate object, unless it proves that they knew that the act exceeded such purpose or that they could not ignore it in light of the circumstances, being excluded that the mere act of publishing the articles is sufficient to constitute such evidence.

The board of directors may confer to one or more of its members all special mandates for one or more specified purposes.

Any agreement between a cooperative with a board of directors, and one of its directors or employee shall be submitted, beyond a threshold determined by the articles, to the approval of the general meeting under the conditions of quorum and majority set out by the articles.

Subject to legal or regulatory provisions specific to the business, suretyships, endorsements and guarantees subscribed by the cooperative with a board of directors for commitments made by third parties shall be subject to prior authorization of the board of directors.

When the cooperative with a board of directors carries on the business of a bank or financial institution, or operates mainly in the field of savings and credit, this restriction shall not apply to current operations concluded under normal conditions.

Under penalty of nullity of the agreement, directors and employees as well as their spouses, ascendants or descendants and other intermediaries, are prohibited from contracting any loans, in any form whatsoever, from the cooperative with a board of directors, to have the latter warrant

an overdraft facility to the current account as well as have the cooperative provide guarantee or security for their commitments to third parties.

This prohibition shall not apply to legal entities which are members of the board of directors. However, their permanent representative, when acting in an individual capacity, shall also be governed by the provisions of paragraph 1 of this Article.

When the cooperative with a board of directors carries on the business of a bank or a financial institution, or operates mainly in the field of savings and credit, this restriction shall not apply to current operations concluded under normal conditions.

The board of directors may propose at the extraordinary general meeting that decides on the relocation of the registered office of the cooperative. The general meeting shall amend the articles accordingly.

When relocating the registered office, new publicity formalities must be carried out in order to inform individuals other than the members. The amendment shall be also published at the Register of Cooperatives.

The board of directors shall inform the national authority in charge of cooperatives of the relocation of the registered office.

Subject to the provisions of this Uniform Act, the Articles of Association shall set out the rules governing the convening and proceedings of the board of directors’ meetings.

The board of directors, convened by its chairman, shall meet as often as necessary and at least once quarterly.

However, directors constituting at least one third of the members of the board of directors may, by indicating the agenda of the meeting, convene the board of directors, if it has not met for more than two quarters.

The board of directors shall deliberate validly if all its members were called regularly.

In case of serious dysfunction of the board of directors and to remedy this, the supervisory board may submit this situation to the ordinary general meeting specially convened for that purpose.

The board of directors shall deliberate validly only where at least half of its members are present. Any clause to the contrary shall be deemed unenforceable.

The decisions of the board of directors shall be taken by a simple majority of the members present or represented, unless the articles provide for a stronger majority. In the event of a tie, the chairman shall have the casting vote, unless otherwise provided for in the articles.

Any decision taken in violation of the provisions of this Article shall be null and void.

Directors and any individual invited to participate in the board meetings shall be bound by secrecy with respect to confidential information and data presented as such by the meeting chair.

Unless otherwise provided by the Articles of Association, a director may give, by letter, fax or any means leaving a written record, power of attorney to another director to represent him at a board meeting.

The provisions of this Article shall also govern permanent representatives of legal entities.

The meetings of the board of directors shall be presided over by the chairman of the board of directors.

In the absence of the chairman of the board of directors, and where applicable, of the vice chair, the directors present shall elect a chair among them.

The deliberations of the meetings of the board of directors shall be recorded in minutes drawn up in a special register held at the registered office. They shall be numbered and initialed by the judge of the competent court.

Any addition, deletion, substitution or inversion of sheets of paper shall be prohibited. The minutes shall state the date and venue of the board meeting and state the name of the directors in attendance, represented or absent and not represented.

They shall also state the presence or absence of individuals invited to the meeting of the board of directors pursuant to a statutory provision, and the presence of any other individual who attended all or part of the meeting.

The minutes of the meeting of the board of directors shall be certified true by the chairman and by at least one director.

Where the chairman of the meeting is not in attendance, minutes shall be signed by, at least, two directors.

Copies or extracts of the minutes of the board of directors’ meetings shall be duly certified by the chairman of the board.

During the liquidation of the cooperative with a board of directors, copies or extracts of the minutes shall be duly certified by the liquidator.

Minutes of the meetings of the board of directors shall be considered prima facie evidence until proven otherwise.

The general meeting shall elect among the members of the board of directors a chairman and, where appropriate, a vice-chairman who, in all cases, must be natural persons.

The term of office of the chairman of the board of directors shall be set out in the articles.

Nobody shall simultaneously exercise more than one mandate of chairman of the board of directors of cooperatives with a board of directors or chairman of the management committee of the simplified cooperative having its registered office on the territory of the same State party.

Similarly, nobody shall hold both the office of chairman of the board of directors of the cooperative with a board of directors and chairman of the management committee of the simplified cooperative having its registered office on the territory of a same State party.

The mandate of chairman of the board of directors may not be combined with the functions of a person in charge of the management of a cooperative.

The provisions of Article 300 of this Uniform Act with regards to holding multiple offices shall apply to the chairman of the board of directors.

The chairman of the board of directors chairs the meetings of the board and the general meetings. He ensures that the board fulfills its obligations and responsibilities.

At any time during the year, the chairman of the board of directors shall conduct audits at will and may request all documents deemed useful for the performance of his duties.

The chairman of the board of directors shall not enter into an employment contract with the cooperative with a board of directors.

The board of directors may, after consultation with the supervisory board, recruit and appoint an external person as officer or a general manager who shall be a natural person.

The board of directors shall set the term of office of the person in charge of management, in accordance with the labor laws of the State Party.

His term of office shall cease under the same conditions.

The board of directors shall set the scope of powers conferred to the officer in charge cooperative management in the employment contract between the latter and the cooperative.

The officer in charge of management may attend the board meetings but only in an advisory capacity.

In his relations with third parties of good faith, the cooperative with a board of directors shall be committed, even by the acts undertaken by the officer in charge of management which are not in line with the corporate purpose.

The board of directors may authorize, under its responsibility, the officer in charge of management to commit the cooperative with a board of directors with respect to individuals other than the members. Such authorization shall be subject to publication at the Register of Cooperatives.

The terms and amount of the remuneration of the officer in charge of management shall be set by the board of directors.

Where appropriate, in-kind benefits attributed to him shall be determined in the same way as the remuneration.

The supervisory board is the control authority of the cooperative with a board of directors. It shall act in the interests of the members thereof.

The supervisory board shall be composed of three to five individuals elected among the members by the general meeting.

May not be members of the supervisory board:

Within the meaning of this Article, the following individuals shall be considered relatives of a member of the administration and management committee:

The articles shall organize the election of the members of the supervisory board and set their term of office.

The supervisory board shall meet as necessary or at the request of at least two of its members.

Decisions of the supervisory board shall be taken by the simple majority of its members .

The supervisory board can check or have the management of the cooperative with a board of directors checked at any time.

He shall inform the parent institution, if one exists, of any irregularity he observed or convene a general meeting which shall decide on measures to be taken.

The duties of the supervisory board members are not remunerated. The general meeting may however, provide for the reimbursement of expenses incurred during the performance of their duties.

The members’ meetings shall be convened by the board of directors. Failing this, it may be convened:

Unless otherwise provided by the articles, the general meeting shall be held at the registered office or at any other venue in the territory of the State party where the registered office is located.

Subject to the provisions of this Article, the articles of the cooperative with a board of directors shall set the rules governing the convening of the members’ meetings.

The convening of the meetings shall be made through a notice in a newspaper empowered to publish legal notices and posted at the registered office of the cooperative.

Notices provided for in the preceding paragraph may be replaced by a notice made at the expense of the cooperative by hand-delivered letter against a receipt or by any written process with reference to the agenda.

The convening notice shall state the name of the cooperative, followed, where appropriate, by its abbreviation, the form of cooperative, the amount of the share capital, the address of the registered office, the registration number at the Register of Cooperatives, the date, time and venue of the meeting, as well as its nature, either ordinary or extraordinary, and its agenda.

Any meeting improperly convened may be cancelled. However, the cancellation shall not be admissible when all members were present.

The agenda shall be set by the individual who writes the convening notice.

However, when the meeting is convened by a court agent, the agenda shall be set by the chairman of the competent court that appointed him.

Similarly, members forming a group shall be able to require the inclusion of a draft resolution in the agenda of the general meeting when they represent at least half of the number of members of the cooperative with a board of directors.

The request shall be accompanied by:

When the draft resolution concerns the presentation of a candidate to the position of director, the information required in Article 349 below shall be submitted.

The draft resolution shall be sent to the registered office by hand-delivered letter against a receipt, by telex or fax, or any means leaving a written record, ten days at least before the holding of the general meeting so as it can be put to vote at the meeting.

The deliberations of the general meetings shall be null and void where draft resolutions sent in accordance with the provisions of this Article are not put to the vote at the meeting.

The general meeting cannot deliberate on an issue not included in the agenda.

However, it may remove and replace one or several members of the board of directors during the ordinary general meeting.

When the agenda of the general meeting concerns the nomination of candidates to the position of director, their identity, professional references and activities during the past five years shall be stated.

The agenda of the general meeting may be modified at the second notice.

With regard to the ordinary annual general meeting, any member has the right to examine, at the registered office:

Except with respect to inventory, the right of the members to examine documents shall include the right to make copies at their own expense. The right to examine documents shall be exercised for thirty days preceding the holding of the general meeting.

With regards to meetings other than the annual ordinary general meeting, the right to examine documents concerns the draft resolutions, the report of the board of directors and, where appropriate, the report of the supervisory board, the report of the auditor or of the parent institution.

Furthermore, any member may, at any time and at his expense, examine and make copies of:

Where the cooperative refuses to communicate all or part of the documents referred to in Articles 351 and 352 above, it is held on this refusal, at the request of the shareholder, by the chairman of the competent court ruling expeditiously.

The chairman of the competent court may order the cooperative with a board of directors, under penalty, pursuant to conditions laid down in Articles 351 and 352 of this Uniform Act, to communicate the documents to the shareholder.

The general meeting shall be presided over by the chairman of the board of directors. If and unless otherwise provided by the articles, the meeting shall elect the meeting chair among the present members of the board of directors.

Two cooperative shareholders shall be elected as examiners by the meeting by a simple majority of the members present.

A secretary in charge of establishing the minutes of the proceedings shall be appointed by the meeting. He can be chosen among the salaried staff of the cooperative with a board of directors.

At each meeting, an attendance sheet stating the full names and address of each member shall be kept.

The attendance sheet shall be signed by the members who are present when they enter the meeting.

The attendance sheet shall be certified true under the responsibility of the examiners.

The minutes of the proceedings of the meeting shall state the meeting date and venue, the nature of the meeting, the mode of convocation, the agenda, the composition of the meeting bureau, the quorum, the draft resolutions submitted for a vote to the meeting and the outcome of the votes for each resolution, the documents and reports submitted to the meeting and a summary of discussions.

The minutes shall be signed by the members of the meeting bureau and archived at the registered office with the attendance sheet and its annexes.

Copies or extracts of the minutes of the meetings shall be validly certified by the chairman of the board of directors or any individual duly mandated for that purpose.

In case of liquidation, they shall be certified by the sole liquidator.

May attend the general meetings:

The same shall apply to individuals foreign to the cooperative with a board of directors when they are authorized either by the chairman of the competent court, or by a decision of the meeting bureau, or by the meeting itself.

The ordinary general meeting shall take all decisions other than those expressly stipulated in 366 herein for extraordinary general meetings.

It shall be competent to:

The ordinary general meeting shall meet at least once a year, within six months of the close of the fiscal year, subject to the extension of this period by a court decision.

The ordinary general meeting shall validly deliberate on first convening, if half of the members of the cooperative with a board of directors are present; on the second call, the presence of at least a quarter of these shareholders is sufficient. By derogation from the provisions of the preceding paragraph, the articles of cooperatives with more than a thousand shareholders may provide for a lesser quorum.

The ordinary general meeting shall act by a majority of the votes cast. When there is an election, white ballots shall not be taken into account.

The extraordinary general meeting shall only be empowered to amend all the provisions of the articles. Any clause to the contrary shall be deemed unenforceable.

The extraordinary general meeting shall also be competent to:

The extraordinary general meeting shall deliberate validly where two-thirds of the members of the cooperative with a board of directors are present or represented.

When a quorum is not reached, the meeting may be convened again within a period which may not exceed two months from the date fixed by the first convocation; in this case, it may validly deliberate with at least half of the members present or represented.

The general meeting shall decide by the majority of two-thirds of votes cast. During the vote, white ballots shall not be taken into account.

In the event of relocation of a registered office to the territory of another State, the decision shall be taken unanimously by members present or represented.

Subject to the specific provisions of the Uniform Act on Collective Bankruptcy Proceedings, a cooperative with a board of directors shall be dissolved for causes common to all cooperatives under the conditions and effects provided for in Articles 177 to 179 above.

Members may pronounce the early dissolution of the cooperative with a board of directors. The decision shall be taken at the extraordinary general meeting.

The liability of members shall be at least equal to the amount of the shares subscribed. However, the articles may provide for a greater scope which may not exceed five times the amount of the shares subscribed.

The founding members of the cooperative with a board of directors presumably responsible for the dissolution as well as directors in office at that time shall be jointly and indefinitely liable for the subsequent damage to the members or third parties due to the nullity of the cooperative with a board of directors.

The same joint liability may be upheld in respect of members whose contributions have not been audited and approved.

The suit for damages based on the nullity of the cooperative with a board of directors shall lapse after three years from the occurrence of the harmful event or, if it has been concealed, from its disclosure. However, when the fact qualifies as a crime, the action shall lapse after ten years.

Directors shall be liable individually or jointly, where appropriate, to the cooperative or third parties for infringing legal or regulatory provisions governing cooperatives with a board of directors, for violating the provisions of the articles and for mismanagement.

Where several directors are jointly liable for the same offenses, the competent court shall determine the share of each one for the repair of the damage.

In addition to the suit for damages for losses suffered personally, the members may, individually or as a group, initiate a suit for civil liability against the directors.

If they represent at least half of the members of the cooperative with a board of directors, the members, acting for their common interests, may retain one or several members among them to represent them as either plaintiff or defendant in the suit for civil liability.

The withdrawal of one or several shareholders during the trial shall have no effect on the continuation of the said suit for liability.

The plaintiffs shall be entitled to pursue the suit for damages for the overall damage suffered by the cooperative to which damages shall be awarded as the case may be.

The membership shares shall take the form of nominative securities whether they are issued in exchange for in-kind or cash contributions.

Shares issued for cash are those of which the amount is paid in cash or by offset of debts of a fixed, certain and due amount to the cooperative, those that are issued as a result of the incorporation to the capital of free reserves for allocation whose amount comes partly from an incorporation of reserves, free allocation and partly from paid-up cash. These must be fully paid upon subscription.

The shares that represent in-kind contributions shall be those issued in exchange of in-kind contributions.

The issuance of the beneficiary shares or founding members’ shares shall be prohibited.

Each member is entitled to one vote, regardless of the number of his shares.

Shares are not negotiable. They are elusive and cannot be subject to a pledge.

Assignment of shares shall be possible only under the following conditions:

beneficiary of the shares has the common bond on the basis of which the members are united. Otherwise, the shares shall be reimbursed to the persons concerned, in proportion to their par value.

When the general meeting deliberates on an approval, the assignor shall not take part in the vote and his vote shall not be tallied in the calculation of quorum and majority.

The assignor shall state the full names, title and address of the proposed transferee and the number of shares to be assigned in his request for approval addressed to the cooperative with a board of directors by hand-delivered letter against a receipt, by any means leaving a written record, by telex or by fax.

If approved, a notification shall be sent; absent a reply within a period of three months from the time of the request entails rejection.

The amount of the membership shares must be fully paid upon subscription.

However, the articles of a cooperative may authorize the payment of a quarter at subscription, the balance being payable insofar according to the needs of the cooperative in the proportions and deadlines set by the board of directors.

Such time limits may not exceed three years from the date on which the subscription became final.

The ordinary general meeting shall have the option to stop pursuing the collection of amounts due for the payment of a member’s shares. In this case, the defaulting member shall be excluded automatically after a formal notice sent by any means leaving a written record and failure to pay within three months from the date of receipt of the said letter.

Only members who are current in their payments shall be entitled to vote in general meetings and may be part of the board of directors.

The amortization of the shares by random drawing is prohibited.