CONSTITUTION OF THE CIVIL COOPERATIVE
with the company name
"Energy and Development Cooperative of Sifnos Coop. Ltd."
INCORPORATION - NAME - OBJECTIVE - DURATION - BASIC PRINCIPLES
INCORPORATION - COMPANY NAME - TRADING NAME
The Civil Cooperative with the company name "Energy and Development Cooperative of Sifnos Coop. Ltd" and trading name "Sifnos Island Cooperative" (in Greek: "Ενεργειακός και Αναπτυξιακός Συνεταιρισμός Σίφνου ΣΥΝ.ΠΕ", and trading name "Συνεταιριστική Εταιρία Σίφνου") was incorporated on November 16 2013 under the provisions of Greek Law and registered at the General Commercial Registry with G.E.MH. # 129694238000. This constitution was amended, codified and approved with the Act # 1/2015 of the Milos Magistrate, constituted in accordance with the provisions of Greek Law N. 1667/1986, as amended and valid until today in accordance to Article 27 of Law N.2166/1993, paragraph 2 of Article 3 of Law N.2515/1997, Article 17 of Law N.3156/2003, Article 26 of Law N.3867/2010 and Article 28 of Law N.4141/2013.
The Head office of the cooperative is in the Municipality of Sifnos. The cooperative may, by decision of the Governing Board, establish one or more branches in any other area in Greece and elsewhere in Europe, to better serve its members. In any case however, the Head Office of the cooperative will be in the Municipality of Sifnos.
The duration of the cooperative is unlimited.
The main objective of the cooperative is to facilitate and promote through the joined efforts and cooperation of its members, the economic, social and cultural aspirations and interests of Sifnos Island and its members.
The objective of the cooperative is economic, social and environmental, and aims to highlight and exploit the full potential of Sifnos, in touristic development, artisanship, trade, agriculture, livestock and generally all the branches of economic activity, towards self-sufficiency, with respect to the environment and future generations, the utilization of Renewable Energy Sources (RES) and the enhancement of sustainability and social cohesion.
More specifically, the objective of the cooperative is to organize:
a. the production and distribution of energy that can be derived from any form of
utilization of Renewable Sources and the overall capacity of the island.
b. the production, management, processing and distribution of the products and services
of the island.
c. the promotion of socially responsible solutions and activities in Sifnos.
For this purpose, the Cooperative may develop the following activities:
01. Establish power producing units in various forms (electricity, heat, cogeneration) from RES (such as Wind power, Solar radiation (photovoltaic etc), Hydraulic potential, Wave Energy, Biomass, Geothermal, etc.) alone or jointly with other investors, and provide the produced power in the most appropriate ways.
02. Establish processing units for the elaboration, standardization and trade promotion of agricultural and other products (e.g. ceramics) of the island.
03. Establish Maritime Cooperatives friendly to the environment.
04. Promote and market in domestic and international markets the products and services of Sifnos in the most appropriate ways.
05. Organize the collection of biomass in any form (cultivated, produced as product or by-product of primary, secondary or tertiary activity), to make appropriate collaborations for this purpose and place it in the market.
06. Organize meetings and seminars to inform its members on issues of RES and sustainable development.
07. Cooperate with Universities and research institutes in order to introduce innovations and apply research results for the benefit of its members.
08. Advisory support farmers and breeders in selecting appropriate cultivation techniques and practices with particular emphasis on organic farming, herbs and livestock grazing.
09. Develop tourism facilities and activities with a view to RES operating self-sufficiency.
10. Develop environmentally friendly, land, sea and air transport.
11. Promote the activities and operations of the cooperative in order to develop thematic tourism.
12. Attract funds for investments regarding the utilization of RES.
13. Conduct any techno-economic study and provide to members any technical facility to develop their economic activity related to the use of RES.
14. Participate in European and other networks and Programs and cooperate with other stakeholders in the submission and implementation of European and other Programs-Proposals to promote its objectives, based on its principles.
15. Manage European and other Programs for its social and developmental objectives and provide consultation on the management of these programs, related to its objectives.
16. Cater for, within the scope of the professional and cultural development of its members, their social and cultural needs, by organizing web information, seminars, lectures, training visits and specific publications.
17. Engage in any activity not contradicting the law or this constitution, which will be considered helpful, directly or indirectly, to the promotion of the interests of the partners and the cooperative.
18. In order to achieve the above objectives, the cooperative, following a decision of the Governing Board, will use the necessary funds, within its budget, from the extraordinary reserve of ARTICLE 54 and the special and reserve funds that will be formed.
19. The Cooperative may be a member of another Cooperative or network of cooperatives at regional, National or European level. In this case its representatives in the General Assembly and the governing bodies of the Cooperative of which is a member are appointed by the Governing Board.
20. To achieve its objectives the cooperative may establish, when necessary, companies which will be active in the exploitation of RES, participate in similar companies and collaborate with other institutions and cooperatives with the same objectives.
The above references are indicative and not restrictive.
The organization of the above activities and the execution of the works will be gradual and will depend on the needs of the members, the funds of the cooperative, the organization of its services and the licensing by the competent authorities.
FUNDAMENTAL COOPERATIVE PRINCIPLES
The Cooperative is governed by the following seven principles of Cooperatives, as codified by European and international practice:
1. Voluntary and Open Membership: Cooperatives are voluntary organizations, open to all people able to use its services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination.
2. Democratic Member Control: Cooperatives are democratic organizations controlled by their members—those who buy the goods or use the services of the cooperative—who actively participate in setting policies and making decisions.
3. Members' Economic Participation: Members contribute equally to, and democratically control, the capital of the cooperative. This benefits members in proportion to the business they conduct with the cooperative rather than on the capital invested.
4. Autonomy and Independence: Cooperatives are autonomous, self-help organizations controlled by their members. If the co-op enters into agreements with other organizations or raises capital from external sources, it is done so based on terms that ensure democratic control by the members and maintains the cooperative’s autonomy.
5. Education, Training and Information: Cooperatives provide education and training for members, elected representatives, managers and employees so they can contribute effectively to the development of their cooperative. Members also inform the general public about the nature and benefits of cooperatives.
6. Cooperation among Cooperatives: Cooperatives serve their members most effectively and strengthen the cooperative movement by working together through local, national, regional and international structures.
7. Concern for Community: While focusing on member needs, cooperatives work for the sustainable development of communities through policies and programs accepted by the members.
MEMBERS OF THE COOPERATIVE - ENTRY AND EXIT CONDITIONS OF MEMBERS
CONDITIONS AND IMPEDIMENTS FOR REGISTRATION OF PARTNERS
1. Any adult can become a member of the cooperative who is not under court provision and who meets the other requirements of this constitution (Law 1667/1986, Article 2, par. 1).
2. Legal entities under public or private law may become members by decision of the Governing Board (Law 1667/1986, Article 2, par. 2).
3. A person participating in other similar civil cooperatives based in Sifnos cannot become a member of this cooperative (Law 1667/1986, Article 2, par. 3).
4. For the registration of a member, after the establishment of the cooperative, a written application is needed (Law 1667/1986, Article 2, par. 4) in which it will be declared solemnly that the applicant is not a member of any other similar cooperative based in Sifnos or that he/she has left it and has fulfilled all of his/her obligations or that he/she has not been expelled from it and further, that he/she accepts unreservedly the provisions of this constitution (as provisioned by Greek Law 1667/1986, Article 2, par. 1, 3 and 4).
For registration of legal entities the application is required to be signed by the legal representative or representatives, and a certified copy of its corporate contract or constitution must be attached.
If the application for membership is accepted, it constitutes a contract between the cooperative and the member and is kept in the archives of the cooperative.
5. On the applications for membership the Governing Board of the cooperative makes a decision, affirmative or negative, in the first meeting following the submission of the applications.
In case of acceptance of the application, the applicant is registered the same day as a member of the cooperative and the data are recorded in the registry of partners provided by Article 9, par. A of Law 1667/1986, printed or electronically, in accordance with applicable law, after the registration fee and the value of cooperative's share, defined by other provisions of this constitution have been paid.
Membership is obtained by the decision of the acceptance by the Governing Board.
Registration of new members is approved by the next General Assembly.
New members participate in decision-making processes and governing bodies of the cooperative, after the approval of their registration by the General Assembly (Law 1667/1986, Article 2, par. 5).
In case the Governing Board rejects an application for registration of a new member, it is obliged to introduce the rejected request in the first, after the rejection, General Assembly of the cooperative for final decision.
If the Governing Board does not include the rejected application on the agenda of the General Assembly, the applicant has the right to recourse to the General Assembly which must rule about the specific application before discussing any other issue.
The decision of the General Assembly shall be notified within twenty (20) days to the person concerned.
In case of a negative decision, the applicant has the right to appeal to the competent Magistrate within ten (10) days of notification.
The judgment of the Magistrate is subject only to an appeal brought before the competent Court within ten (10) days of notification of the contested decision and heard pursuant to the interim relief proceedings.
The judgment of the Court is not subject to any further appeal, (Law 1667/1986, Article 2, par. 6) and the registration of the applicant who has appealed is compulsory for the cooperative from the date of notification of the judgment, if the decision vindicates the applicant, provided that he/she pays the amounts for the registration fee and the cooperative share.
All members of the cooperative who sign the incorporation act of the cooperative and will pay the value of the cooperative share and the registration fee, are considered automatically members of the cooperative and do not require submission of any application to register.
OBLIGATIONS AND RESPONSIBILITIES OF MEMBERS
The members of the cooperative have, among others, the following obligations:
a. To actively support the work and interests of the cooperative and to participate keenly in all collective cooperative activities.
b. Be faithful customers, active and effective members of the cooperative and contribute to the development of its works.
c. To promptly notify the cooperative of contact information, new home or business address.
d. To comply with the provisions of this constitution, the decisions of the governing bodies of the cooperative and the rules and regulations referring to the operation of the cooperative.
e. To pay on time to the treasury of the cooperative their debts resulting from subscriptions, levies, registration fees and cooperative shares and settle up all and for any reason liabilities due.
f. Each new partner is required to pay, except for the amount of its share a contribution, proportional to the net assets of the cooperative, as derived from the balance sheet of the previous fiscal year. The contribution is placed in a special reserve (Law 1667/1986, Article 4, par. 3).
They also have the following liabilities:
1. They are liable towards the cooperative and its creditors, jointly, up to the amount of their liability, as defined in ARTICLE 52 of this constitution.
2. They are liable towards the obligations of the cooperative, including those made before their registration as members, any contrary agreement being invalid, as well as for the decisions the General Assembly has taken legally, even if the decisions were taken when absent or disagreed. Though, they are not liable for debts incurred after their withdrawal (Law 1667/1986, Article 4, par. 4).
The relevant claim is barred after one year from the exit of the partner or from completion of bankruptcy or liquidation (Law 1667/1986, Article 4, par. 4).
The members are entitled to:
a. Participate in the advantages created by the activities of the cooperative.
b. Participate in the General Assemblies in person, by physical or by electronic presence in accordance with applicable law, except for the provisions of ARTICLE 11 of this constitution, to elect and be elected, to express their views freely, and to abet in making better decisions.
c. Get informed on the minutes of the General Assembly, at any time, and receive, at their expense, copies of the annual balance sheet and the profits and losses accounts, at least fifteen (15) days prior to their submission to the General Assembly.
d. Participate in the net profits of each fiscal year and the proceeds of liquidation.
e. Have priority in selling the products they produce in any way or the services they provide to the cooperative and be remunerated in accordance with the current prices.
f. Obtain with priority and special pricing, products, services and energy in various forms (electricity, heat) produced by the cooperative, in accordance with their needs, the production capacity of the cooperative and the applicable laws.
WITHDRAWAL OF PARTNERS
The members of the cooperative withdraw either voluntarily or at their deletion.
1. A member of the cooperative may withdraw at any time after the expiration of three years from his/her registration, but only at the end of the fiscal year and after observing the provisions of the Law 1667/1986, Article 2, par. 7, i.e. to submit the withdrawal statement to the Governing Board in writing, at least three months before the end of the fiscal year.
2. The partner who withdraws or is excluded from the cooperative is given back the cooperative share he/she contributed, calculated in real terms, at the latest within three (3) months from the approval of the balance sheet of the fiscal year in which the withdrawal or exclusion took place. The partner who withdrew or was excluded from the cooperative cannot have any other claim on the property of the cooperative.
3. A partner may withdraw from the cooperative at year-end, not obliged to comply with these deadlines, if the main objective of the cooperative changes or liability turns from limited to unlimited. However, the partner desiring to withdraw should be one of them who did not approve the amendment and should also submit an application within a deadline which cannot be less than three and not more than six months from the adoption of the amendment.
DEATH OF PARTNER
1. In case of a partner’s death he/she is deleted at the end of the year in which the death occurred. In the period from the date of death until the end of the fiscal year, the cooperative capacity of the deceased continues in the face of his/her heirs, who have the same rights and obligations.
2. The cooperative capacity and cooperative share of the deceased partner can definitively reach the inheritor who meets the conditions to become a member of the cooperative.
3. If there are many heirs, or minors, the right to vote in the General Assemblies is held by the representative of the heirs, legally defined.
4. If the heirs do not want to acquire the status of partner, they are paid back the value of the cooperative share which was contributed by the deceased which is calculated in real terms (Law 1667/1986, Article 4, par. 1).
REMOVAL OF PARTNERS
1. Following a recommendation of the Governing Board and by decision of the General Assembly obtained with the increased quorum and majority requirements of Law 1667/1986 Article 5, par. 4 and 6, as amended with Law 2166/1993, a partner may be removed from the cooperative in the following cases:
a. Harms the interests of the cooperative due to an infringement of his/her obligations.
b. Delays payment of overdue debts to the partnership for more than six months.
c. Has been condemned by final decision, for offenses against the property of the cooperative.
Removal is communicated through notification of an abstract of the decision of the General Assembly that also contains the reasoning of the decision.
2. Within two (2) months from the notification of the relevant decision, the partner may appeal to the Magistrate, in accordance with Law 1667/1986 Article 2, par. 8.
3. The loss of partnership occurs on the day of the published final judgment dismissing the appeal or on the last day of a period of two months without action.
4. The deleted partner is entitled to attend the assembly that will decide on his/her deletion, in order to present his/her views orally, but without the right to vote.
In case of non- approval of the Governing Board’s recommendation by the General Assembly, the deletion is considered void.
5. Decisions on deletions are communicated to partners with registered mail or bailiff within one month from the date the decision was made.
6. The deleted partners cannot request the liquidation of the cooperative and can not have any claim on its property. They can only request payment of the value of their cooperative shares calculated in real terms. If upon departure of a partner the property of the cooperative, including the reserves, is not enough to cover the existing debts of the cooperative, the departing partner must pay his/her attribute to the cooperative which is calculated according to the number of the shares, which he/she had at the time of departure, against the total number of shares of the cooperative. The Governing Board may counterbalance any owed debts with the value of the cooperative shares that the outbound partner is entitled.
The governance of the cooperative is exercised by the General Assembly, the Governing Board and the Supervisory Board.
The powers of the partners for the affairs and the activities of the cooperative are exercised by the General Assembly of the members who have subscribed to the cooperative register and maintain their capacity. The General Assembly is the supreme body of the cooperative.
Legal entities, who are cooperative members, are represented by their legal representative, as defined in the constitution or in their organization. Their legalization documents are submitted to the Assembly Secretariat, prior to the commencement of its works.
CONVOCATION OF GENERAL ASSEMBLY
The General Assembly is convened regularly or extraordinarily.
1. Regularly until the end of April of each year and extraordinarily, when there is a need, by the judgment of the Governing Board or at the request of the Supervisory Board or when the one tenth (1/10) of the members of the cooperative, but not less than five members, ask for it, in writing, addressed to the Chairman of the Governing Board, defining the issues to be discussed.
2. The Governing Board of the cooperative is obliged to convene the General Assembly within 15 days of receipt of the letter of the Supervisory Board or the partners, in order to discuss the issues referred to it. But if the General Assembly is not convened, then the members of the cooperative who requested the convening of the General Assembly, have the right to address to the competent Magistrate with their request, who orders the convening, unless he/she rules that there is no reason to do so.
The call to the members for the General Assembly, regular or extraordinary, is communicated to the partners at least seven (7) days before the date of the convocation of the Assembly, by a special announcement.
In the case of dissolution of the cooperative, the call is sent, at least, thirty days in advance.
The call must necessarily specify the time, the place and the agenda of the issues to be discussed. Calls shall be sent by registered mail or personal electronic mail or fax.
1. The General Assembly has a quorum and meets legally when at the beginning of the meeting half the number of the partners plus one attend, by physical or electronic presence, in accordance with applicable law.
Having satisfied the quorum of the General Assembly, it shall be deemed a quorum until the end of works.
2. If there is no quorum, the General Assembly convenes, automatically, without further call, after seven (7) days, at the same day of the week, in the same place, at the same time and with the same agenda.
3. At the second General Assembly there is a quorum provided that at the beginning of the meeting, the one fifth (1/5) of the members of the cooperative attend by physical or electronic presence, in accordance with applicable law.
4. If there is no quorum again, the General Assembly convenes after seven days without further call, at the same place and at the same time and decides on all issues of the initial agenda regardless the number, but with not less than seven (7), of the members present, by physical or electronic presence, in accordance with applicable law.
5. For decisions relating to a change in the objectives or the seat of the cooperative, the change in the value of the cooperative share or the liability of the partners, the exclusion of a partner, extension, dissolution, revival, the merging of the cooperative or the change in the pattern of distribution of profits and recall and replacement of members of the Governing or the Supervisory Board and the representatives of the cooperative under Law 1667/1986 Article 12 , the Assembly has a quorum when the two thirds of the members are attending by physical or electronic presence, in accordance with applicable law.
The Repetitive Assembly on issues of this paragraph have a quorum when half plus one (1/2 + 1) at least members are present by physical or electronic presence, in accordance with applicable law.
If there is no quorum again, the second Repetitive Assembly on issues of this paragraph, has a quorum when the one fourth (1/4) of the members is present, by physical or electronic presence, in accordance with applicable law.
Decisions of the General Assembly on matters of this paragraph shall be made with at least the majority of four-fifths (4/5) of the members constituting the quorum of the General Assembly (Law 2166/1993).
6. The General Assembly discusses and decides on issues that are written in the agenda. If all partners are present, by physical or electronic presence, in accordance with applicable law, the General Assembly may decide on matters not included in the call agenda. In this case, debate on these issues is postponed at the request of one twentieth (1/20), but not less than three, of the members.
BUREAU OF THE GENERAL ASSEMBLY
At the beginning of the meeting the members of the cooperative elect the Chairman, the Vice Chairman and the Secretary of the Assembly. Until the election of the Chairman his/her duties are performed by the Chairman of the Governing Board or if he/she is absent, by the Vice Chairman or a member of the Governing Board, and if none is present, by a member of the cooperative indicated by the Assembly.
The Chairman of the Assembly at the beginning of each meeting appoints two tellers, if the agenda includes issues on which a vote will be required.
ADMINISTRATION OF THE ASSEMBLY
The Chairman of the General Assembly directs its works and the discussions on the agenda in the order entered in the call, unless the General Assembly decides, for special reasons, to change the order. The Chairman gives the floor tο the partners who wish to speak or to submit proposals and limits the duration, depending on the importance of the matter.
Minutes of the discussions are held by the Secretary of the Assembly.
DECISIONS OF THE GENERAL ASSEMBLY
Decisions of the General Assembly are made by absolute majority of those participating in the vote, with the exception of ARTICLE 17 § 5 of this constitution, and are registered, with a summary of the reports and suggestions in the book or in electronic form in accordance to the applicable law, of the minutes of the General Assembly, which are freely accessible to all partners.
Decisions of the General Assembly are binding for all partners, present or dissenters on the decision or even absent.
POWERS OF THE GENERAL ASSEMBLY
The General Assembly decides on all matters of the cooperative that do not belong to the responsibilities of other bodies. Specifically:
a. Exercises the supreme supervision over the affairs of the cooperative.
b. Elects the members of the Governing and the Supervisory Boards.
c. Recalls members of these Boards, before the expiry of their term of office, if deemed necessary.
d. Controls the action of the Governing and the Supervisory Boards.
e. Exempts from liability the Governing and the Supervisory Boards.
f. Approves the balance sheet and income statement of the previous year.
g. Allocates profits and losses and decides to form reserve funds.
h. Approves the activities of the cooperative.
i. Decides to assert claims against the members of the Governing and the Supervisory Boards and elects procurators to conduct operations against members of the Supervisory Board.
j. Approves amendments to the constitution.
k. Approves specific operation and staff regulations.
l. Elects the representatives of the cooperative to networks and secondary unions.
m. Decides on mergers, extension of the duration, dissolution and revival of the cooperative.
n. Decides to participate in a company and to withdraw from it.
o. With its decision it can delegate the powers of subsections g and h of this ARTICLE to the Governing Board.
In the General Assembly each partner has ONLY ONE vote, regardless of the number of cooperative shares held.
DEPRIVATION OF VOTE
The members of the Governing and the Supervisory Board are not entitled to vote on issues of their exemption from liability.
Also, a member of the cooperative is not entitled to vote in case the decision to be made, concerns transaction or the raising or abolishment of a legal process between the cooperative and the member or his/her spouse and/or relatives of first degree.
1. The voting process in the General Assembly is secret and shall be done by ballot, printed or electronically, in accordance with applicable law, in regard to matters of election of Governing and Supervisory Board members, and representatives to organizations of higher level, recall of members of the Governing and Supervisory Boards before the expiration of the term, of exemption from liability, the amendment of the constitution and suspension of operation or dissolution of the cooperative, of personal issues as well as of any other matter on which the law requires a secret vote.
2. In a secret ballot, it is prohibited to be present in the room any third party not having the right to vote, except for the paid staff of the cooperative, the advisers of the cooperative and the representative or representatives of higher level organizations in which, if any, the cooperative is a member.
3. The vote on any matter is open and carried by roll call or show of hands, or electronically, in accordance with applicable law, but never by acclamation .
MINUTES OF THE GENERAL ASSEMBLY
The keeping of the minutes of the General Assembly is curetted by the Secretary of the Assembly.
The minutes, as edited by the secretary, are registered in the minutes book, printed or electronically, in accordance with applicable law, and are signed by him and by the Chairman or the Vice-Chairman if the latter directed the works of the General Assembly.
Decision of the General Assembly contrary to law or this constitution is void.
If a member that did not agree with a decision of the General Assembly or anyone with legitimate interest takes a legal action, the invalidity is declared by the Court of Law.
The legal action is excluded after one (1) month, since the decision was made.
The decision declaring the nullity is valid to everyone, when it becomes final.
1. The Governing Board of the cooperative consists of five (5) members and is composed of the Chairman, the Vice-Chairman, the Secretary, the Treasurer and a Member.
2. The Governing Board may determine by its decision and other offices that it considers appropriate for the better promotion of its activities.
ELECTION OF THE GOVERNING BOARD
1. The elections for the emergence of the Governing Board are held by one uniform ballot.
2. The election of the Governing Board by the General Assembly shall be by secret ballot in print or electronic form, in accordance with applicable law, in which the names of candidate members are recorded, in alphabetical order.
3. Simultaneously with the election of the members of the Governing Board an equal number of alternate members are elected.
The Governing Board convenes within 10 days of its election, at the call of its member who received the most votes, in a special meeting, and elects by secret voting, the officials as listed in ARTICLE 27 of this constitution.
4. The election of the officials shall be by a majority of the attending members who cannot be less than three (3). In case of a tie for any of the offices a drawing of lots shall take place.
5. The Governing Board within one month (1) of its election must declare its election to the competent Magistrate for the registration at the competent registry of cooperatives.
To the Magistrate is submitted a declaration on its establishment in body with autograph signatures of the members.
TERM OF THE GOVERNING BOARD
The mandate of the Board is for two years (Law 3156/2003, Article 17, par. 5).
TRANSITION OF THE GOVERNING BOARD
After the as above establishment of the Governing Board in body, a joint meeting of the two Boards, the outgoing and the newly elected is held, whereas the delivery and receipt of the administrative and management data of the cooperative is effected, and a record is thereupon signed by the members of both Boards.
This record is registered in the book, print or online, in accordance with applicable law, of the minutes of the Governing Board and signed by the members present of both Boards.
GOVERNING BOARD MEETINGS
1. The Governing Board meets at the call of its Chairman whereas the issues to be discussed are listed, regularly every month, and extraordinarily when there is a need and is requested by 1/3, at least, of its members, by a written application in which the reasons for calling the meeting shall be listed.
2. Board member that is absent, unjustifiably, for three consecutive meetings, is disqualified from holding office and for his/her replacement, the provisions of ARTICLE 33 of this constitution, are accordingly applied.
QUORUM - DECISIONS
1. The Board has a quorum at regular or extraordinary meetings and validly convenes when the members present are more than the absent.
Representation of members is not allowed.
Decisions are made by a majority of those present and are clearly stated and recorded in the book, in print or electronic form in accordance with applicable law, of the minutes of the Governing Board. The views set forth by each member for each subject, are also recorded, in brief. In case of a tie, the vote of the Chairman outweighs.
A board member cannot attend meetings, nor has the right to vote when it comes to discuss issues relating directly to his/hers spouse or relative of first degree.
In case of resignation of an official, member of the Governing Board or withdrawal for whatever reason, an alternate member is called, in order of merit, whose term coincides with the remaining term of the other members of the Board. In every case, the provisions of §3 and §4 of ARTICLE 28 of hereof are applicable.
LIABILITIES, OBLIGATIONS OF MEMBERS OF GOVERNING BOARD
1. The members of the Governing Board are required to pay the same due care they pay for their own affairs, in the governance of the affairs of the cooperative and are jointly liable for the damages resulting from their acts or omissions and for the fulfillment of their obligations, stemming of the Articles of this present constitution of the cooperative and the decisions of the General Assemblies.
2. The Governing Board is obliged to monitor the special committees or work groups, which might have been established by it or by the General Assembly of the cooperative, in order to accomplish a specific task or project. The monitoring refers to the on time delivery of the appointed, in each case, work, order or project.
The offices of the Governing Board members are honorary and their services are provided without remuneration.
Exceptionally, by decision of the General Assembly, compensation proportional to the time of their engagement may be provided to the members of the Governing Board, which does not create any rights or claims of the provisions of labor or social security laws.
POWERS OF THE GOVERNING BOARD
1. The Governing Board is empowered to decide on any transaction involving the administration of the cooperative, the management of its property and the in general pursuit of its objectives.
2. In particular, the Governing Board:
2.1. Convenes the General Assemblies of partners, sets the agenda and sends and publishes the calls for convening them, in accordance with the law and this constitution.
2.2 Represents the cooperative in Greece and abroad, before the Public, Local, communal and other authorities or organizations of any short, or persons or legal entities, all in general the courts in Greece and abroad of any grade and jurisdiction and before the Supreme Court and the Council of State.
2.3. Regulates the internal services of the cooperative and specifies any expenditure.
2.4. Decides the establishment and extension of branches and offices, where deemed appropriate.
2.5. Determines how to use the available funds of the cooperative.
2.6. Files civil or criminal lawsuits, lodges appeals ordinary or extraordinary, waive such claims, lawsuits and appeals, administers an oath and makes a reversal of the oath, infects documents as forgeries, eliminates trials, concludes compromises judicial and extrajudicial with any debtor or creditor of the cooperative with any terms, agrees to arbitrations and appoints arbitrators, acts or removes seizures in movable and immoveable property, and records and deletes of mortgages and mortgage liens.
2.7. Buys and sells on behalf of the cooperative electronics or other machinery, vehicles, spare parts, fuel, and any other materials.
2.8. Buys and sells on behalf of the cooperative movable or immovable property and rents or leases such property.
2.9. Grants liens, of any kind, on movable or immovable property of the cooperative (mortgages, mortgage liens, pledges, etc.).
2.10.Assigns and pledges, on any terms it approves, bills of lading, bills of exchange, promissory notes, debit evidences against third parties, claims against third parties, from services or from any other cause.
2.11.Contracts with banks for opening credit, issuance of letters of credit or open account with any terms approved.
2.12.Adopts and endorses bank checks.
2.13.Adopts, accepts and endorses and discounts bills of exchange and promissory notes.
2.14.Undertakes and collect money, dividend coupons and interest shares.
2.15.Borrows on behalf of the cooperative, provides orders and recognizes liabilities, provides redemption and any exemptions.
2.16.Receives bills of lading and concludes any contracts and agreements with third parties, persons or legal entities, national or foreign, in pursuit of the objectives of the cooperative.
2.17.Decides, within the scope of implementing its objectives, the participation of the cooperative in existing or start-up business and the development of new activities, in accordance with the law on cooperatives.
2.18.Hires and fires directors and general clerical and technical staff of the cooperative and identify their tasks and earnings (except for members of the Governing Board, for who competent is the General Assembly).
2.19.Appoints attorneys and proxies representing the cooperative before the Judiciary and other authorities and organizations, to perform any of the aforementioned acts and administers and manages the property of the cooperative.
2.20.Provides credit and guarantees to third parties, persons or legal entities, with which the cooperative has dealings, if considered useful for the implementation of its objectives.
2.21.Decides on the participation of the cooperative in procurements, public or personal or of any legal entity, on issues related to the objectives and the overall activities of the cooperative.
2.22.Closes the books of the cooperative at the end of each fiscal year, prepares the balance sheet and proposes dividends to be distributed to partners, and the amounts to be held for the formation of reserve funds.
2.23.At the beginning of each year determines the percentage of surplus share value to be paid by new partners.
2.24.Has the capacity to assign to skilled technocrats, the organization and management of the cooperative. Has also the ability to assign the preparation of specific studies on the improvement of the organization of the cooperative, to specializing agencies or individuals.
The above enumeration of the powers of the Governing Board is only indicative and not restrictive, and therefore the Governing Board can exercise all the general activities of governance and representation of the cooperative and the management of its property, in accordance with the beginning of this Article.
3. The Governing Board, within the context of organizing the internal services of the cooperative (Article 35, par. 2, section 2.3), is also competent to:
- Define the organizational structure of the cooperative’s services
- Select the members of committees and administrative bodies who will be dealing with subchapters
- Approve the internal regulations of the departments of the cooperative
- Regulate, through bylaws or any other circular provisions the procedures for effective functioning of the cooperative
- Amend, where necessary, those previously enacted by the same.
4. The Governing Board is entitled upon decision which must be recorded in the minutes and be made by an absolute majority of the members present, which cannot be less than three (3), to delegate its responsibilities in whole or in part, or delegate the performance of specific acts of its competence to one or more of its members or a Director or other officer of the cooperative, and at the same time specify, if deemed necessary, also their alternates, in case of absence or impediment.
5. The resignations of members of the Governing Board, of Directors or appointed consultants and the administrators of the cooperative are submitted to the Governing Board.
6. The members of the Governing Board are required to demonstrate the same diligence they do on their own affairs, in the governance of the affairs of the cooperative.
CHAIRMAN OF THE GOVERNING BOARD
The Chairman of the Governing Board :
1. Presides over the meetings of the Governing Board, directs its work and exposes the state of the cooperative and the actions of the Governing Board to the General Assemblies.
2. Convenes the meetings of the Governing Board, and after the Board’s decision, the General Assembly and makes the relevant calls.
3. Introduces the items of the agenda to the Governing Board or designates the special rapporteurs.
4. Supervises the proper execution of the decisions of the Governing Board and the General Assembly, the strict application of the provisions of this constitution and the compliance with the law.
5. Signs with the Secretary the outgoing documents of the cooperative and with the Treasurer the receipt notes and the payment orders.
The Chairman may delegate the signing of certain documents or bills to another Board member or employee of the cooperative.
When the Chairman is absent or has an impediment, he is replaced by the Vice Chairman of the Governing Board in all his powers and obligations.
The Secretary keeps the minutes of the meetings of the Governing Board which he/she records in a register, print or electronic in accordance with the applicable legislation, conducts the correspondence and monitors the proper functioning of the services of the cooperative, and signs along with the Chairman the outgoing documents.
The Governing Board may decide to delegate the keeping of the minutes of the meetings to an employee of the cooperative.
1. The Treasurer ensures receipts and payments, based on duplicate bills of receipt and payment, signed by him and the Chairman or by their statutory alternates. The receipts issued by banks for fund transfers to third party bank accounts are equivalent to receipts of payment, including those receipts issued for payments conducted through electronic banking systems (web-banking). If the administration of the cashier service, due to its scale, is entrusted by the Governing Board to employees of the cooperative, the Treasurer is responsible for monitoring the employees and their compliance with the provisions of this constitution, the decisions of the General Assembly, the labor regulations and the orders of the Governing Board.
2. The employee appointed to conduct the cashier service is accountable and shares responsibility with the Treasurer for each cash abnormality.
3. The Treasurer supervises the keeping of the cash register, the safe keeping of the money and the duplicates of the bills of receipt and payment, as well as the editing of the monthly statements for the updating of the Governing and the Supervisory Boards on the economic situation of the cooperative.
4. Amounts received by the cooperative, beyond the requirements for payment of current obligations, shall be deposited, under provision of the Treasurer, in the name of the cooperative, in one or more banks or their branches, with which deals the cooperative or shall be invested in securities, by decision of the Governing Board.
5. Withdrawals from banks are made either by issuing checks payable to anybody, signed by the Chairman and the Treasurer, or by specially authorizing a person by decision of the Governing Board .
6. To withdraw money from loans to the cooperative, a decision of the Governing Board is required, in which it should be specified the amount to withdraw and the authorized representatives of the cooperative to sign any relevant document.
7. The receipt in the name of the cooperative, of remittances, orders, postal checks etc. must be signed by the Chairman and the Treasurer or a person specifically authorized by them.
8. The Treasurer compiles at the beginning of each year, the balance sheet of the previous year, the profit and loss account and the budget of the current year, which he proposes to the Governing Board and the General Assembly.
9. In the case the tasks of the Treasurer are entrusted to an employee of the cooperative, the Governing Board, by resolution, determines the bail to be deposited by the employee.
The Supervisory Board consists of three (3) members and is composed of the Supervisor, the Deputy Supervisor and a Board member.
SUPERVISORY BOARD ELECTION
The election of the Supervisory Board by the General Assembly shall be effected simultaneously with the election of the Governing Board, by secret ballot and with a single ballot form in print or electronically, in accordance with the applicable legislation, in which appear the names of candidate members.
During the election of the three (3) regular members of the Supervisory Board an equal number of alternates are also elected.
The Supervisory Board consisting of its members assumes office after its election, and at its first meeting elects among its members the Supervisor and his Deputy.
It is forbidden to be elected as members of the Supervisory Board employees of other organizations with activities similar to those of the cooperative. Persons who are related by blood or marriage up to second degree, with members of the Governing Board cannot be elected as members of the Supervisory Board. The same applies, accordingly, to the members of the Governing Board. The same person may not participate in the Governing and the Supervisory Board.
TERM OF THE SUPERVISORY BOARD
The term of office of the Supervisory Board is equal to the term of the Governing Board.
SUPERVISORY BOARD MEETINGS
1. The Supervisory Board shall hold a meeting at the call of its Supervisor or, when he is hindered, by his deputy, regularly by quarter, and extraordinarily when necessary.
2. The Supervisor of the Supervisory Board , by decision of his/hers Board, may call the Governing Board in common with the Supervisory Board meeting, to decide on issues which were deemed of particular significance.
3. The joint Board meeting, Supervisory and Governing, may also pursue the Governing Board. For the joint meetings of the two Boards minutes are kept, under the care of one designated member of the Boards, which are registered in the book of the Supervisory Board, in print or electronically, in accordance with applicable law. The minutes are signed by the members of the Governing and the Supervisory Boards, who took part in the joint meeting.
QUORUM, SUPERVISORY BOARD DECISIONS
The Supervisory Board has a quorum at regular or extraordinary meetings, when the members present are more than absent. The decisions taken are clearly stated and recorded in the minute book of meetings of the Supervisory Board. The expressed views of the members for each topic are also recorded, in summary.
SUPERVISORY BOARD MEMBER REPLACEMENT
Upon resignation of an officer or member of the Supervisory Board or his/her exit for any reason, the elected alternate member is called, whose term coincides with the remaining term of the members of the Supervisory Board. In case of resignation or exit of an officer, the provision of subsection c of ARTICLE 41 of this constitution is applied.
RESPONSIBILITIES - OBLIGATIONS OF MEMBERS OF THE SUPERVISORY BOARD
1. The Supervisory Board is responsible for monitoring and supervising the operations of the Governing Board and is obliged to submit each time a report to the General Assembly or to propose, at its discretion, appropriate measures for the promotion of the operations of the cooperative.
2. Responsible for the control of the official balance sheet, the profit and loss account and inventory, inspects the books and documents, controls the spending of the cooperative and the documents of evidence and performs any act which, in its opinion, is necessary in order to safeguard the interests of the cooperative. It is also obliged to submit a report to the General Assembly on the annual balance sheet and audit.
3. The Supervisory Board members are responsible for any misconduct in the performance of their duties.
POWERS OF THE SUPERVISORY BOARD
In order to perform the accounting and auditing control, the Supervisory Board may appoint up to three specialized consultants or experts. The Supervisory Board, if it finds violations of the Law, of this constitution and of the decisions of the General Assembly or irregularities in the management, indicates to the Governing Board to rectify them and convenes the General Assembly when it considers that serious infringements have been committed or irregularities have occurred, which may harm the interests of the cooperative.
OTHER RESPONSIBILITIES OF THE SUPERVISORY BOARD
The Supervisory Board represents the cooperative in cases where the Governing Board or its members are contracting or adverse parties, opposing the cooperative.
1. The election of the Governing and Supervisory Boards members and alternates is effected by a three-member Election Committee which is elected by the General Assembly.
2. Those wishing to be elected as members of the Boards are required to submit to the cooperative a written request three (3), at least, working days prior to the first General Assembly.
Anyone who was in default of his/hers obligations towards the cooperative from any liability cannot stand as a candidate.
3. The names of all candidate members of Boards are included in a single ballot in print or electronic form, in accordance with the applicable legislation, in alphabetical order, separately for the Governing and the Supervisory Boards. Τhe ballot, thus, is drawn up on time, by the Governing Board and distributed before the vote to voting partners, who through the preference cross will choose between the candidates, five (5) candidates as members of the Governing Board and an equal number of alternates, and three (3 ) candidates as regular members of the Supervisory Board and an equal number of alternates.
Other ballot is not forgiven, nor is admitted by the Election Committee.
4. Each member of the cooperative votes for up to two (2) candidates of his/her choice for the Governing Board and one candidate for the Supervisory Board, by a cross marked next to the name of each candidate.
5. From the ballot emerge as members and alternate members of both Boards those who received the most crosses. Members become those among the elected members that received of most crosses.
In case of a tie, a draw takes place, and is selected the one that was favored by the draw.
6. Using the same ballot, and after the same procedure are also elected representatives and alternate representatives of the cooperative to cooperative organizations of a higher level of which the cooperative could be a member.
7. For matters relating to the election of members of the Governing and the Supervisory Boards and representatives of cooperative organizations of a higher level, the Election Committee shall prepare and deliver to the cooperative the relative minutes, which shall be recorded in the minutes of the General Assembly.
The funds of the cooperative consist of:
a. The cooperative shares
b. The statutory reserve fund
c. The extraordinary reserve fund
d. The special reserve
e. The registration fee, the subscriptions and the contributions
f. The donations and the revenues from any other cause, which were legally acquired
g. The taken loans
1. Each member participates in the mandatory capital of the cooperative.
2. The value of the cooperative share is specified to the amount of seven hundred (700) Euros and the partner is required to pay this value from the date of submission of the registration application to the cooperative.
The cooperative share is indivisible and equal for all partners.
The cooperative share is not subject to seizure for debts of partners to third parties.
3. Each member of the cooperative is obliged after registration to obtain a cooperative share. Each partner is allowed however to acquire up to five (5) optional shares, by decision of the Governing Board. Even if a partner acquires optional shares, he still has ONLY ONE vote.
The value of each optional share is equal to the value of the mandatory one.
In case of augmentation of the value of cooperative share, the holders of optional shares who do not wish to pay the increase for the optional shares are entitled to request a reduction in the number of their shares. But the value of all optional shares must be a multiple of the value of the mandatory share.
Title of the cooperative shares is the signed duplicate of the cooperative’s receipt of its value.
4. The cooperative share is transferred only to partners. The transfer of cooperative shares to third parties is allowed only by a decision of the Governing Board.
The Governing Board denies the transfer, if the third party does not comply with the conditions required for the entry of a partner (Law 1667/1986, Article 2).
5. In case of death of a partner, ARTICLE 11 of this constitution is applicable.
The payment of the cooperative shares to heirs of the deceased partner is not permitted, if all his/her debts to the cooperative, for any reason, are not paid in full. The cooperative is entitled to offset the debts with the value of the owed cooperative shares.
6. It is also prohibited to the cooperative to buy or accept as collateral the cooperative shares of its members.
7. Each new partner is required to pay to the cooperative besides the amount for the cooperative shares:
a. The registration fee of the ARTICLE 56 of the present constitution, which is placed in a special reserve.
b. A contribution proportional to the net assets of the cooperative, based on the balance sheet of the previous fiscal year (surplus value). At the beginning of each year the Governing Board will determine the amount of surplus value that will be valid for the entire year, according to the financial conditions and the existing, each time, net assets of the cooperative. Existing partners, wishing to acquire optional shares, will have to also pay the surplus value for each optional share they wish to acquire.
MULTIPLE LIABILITY OF PARTNERS
Each partner is liable towards the cooperative and its creditors jointly and severally for the entire amount of the debt, for an amount equal to the value of his/her shares (Cooperative of limited liability, Law 1667/1986, Article 4, par. 4).
The statutory reserve fund is formed at least:
a. From a 10% of the annual net profits of the cooperative until it reaches the value of all cooperative shares.
b. From monthly and annual subscriptions.
c. From donated revenues for which it has not been specified otherwise.
The statutory reserve fund is used for the operations of the cooperative and for the cover of potential losses and is distributed only after the dissolution of the cooperative, among the members present at the dissolution and those who left the cooperative within a year ago, or their heirs, in accordance to their shares.
The extraordinary reserve fund is formed:
a. From a 10% of the annual net profits during the first years of operation of the cooperative, if deemed necessary and until the fund reaches the value of all cooperative shares.
b. From the revenues obtained from donations or gratuitous in favor of specific objectives of the cooperative.
The extraordinary reserve fund is used for the success of cooperative activities or for the development of its works.
This is formed by the subscription fees of the partners and the contributions of incoming new partners. This reserve may be used for expansion of the work of the cooperative or for any purpose it deems the Governing Board.
The registration fee to the cooperative is established by decision of the Governing Board of the cooperative. Until the election of the first Governing Board, registration fee is set at sixty (60) Euros.
By decision of the Governing Board it is determined the payment and the amount of the monthly, biannual or annual subscription of partners to the cooperative.
By decision of the General Assembly and in order to address specific needs of the cooperative or cover losses, it is determined the amount of the contribution of partners to the cooperative and the way of payment.
DISTRIBUTION OF NET PROFITS
1. The net profits of the cooperative are used for the formation of the ordinary, extraordinary or special reserve and for distribution to partners.
1.1. A percentage of 10% at least is subtracted for the formation of the statutory reserve according to the law. This deduction ceases to be compulsory when the statutory reserve equals the total value of cooperative shares.
1.2. An amount is subtracted, determined each time by the General Assembly, for the formation of extraordinary or special reserve.
1.3. The balance remaining, after deduction of reserves, is attributed to partners in proportion to the “eurodays” of the nominal value of the shares of each partner. By the term "eurodays" is meant the sum of products: number of shares acquired at a specific date, times their nominal value, times the number of days of the acquisition of the shares until the end of the year to which refers the distribution of the profits.
The time, the manner and the commencement of the payment of dividends to the partners is determined by decision of the Governing Board.
2. The part of the profits that is not distributed is available through decisions of the General Assembly for the objectives of the cooperative.
3. The distribution of profits of any year is not possible under any circumstances, before deducting any losses shown in the books of the cooperative and resulted in earlier, or even in the current year.
The fiscal year begins on January 1st and ends on December 31st. Especially the first fiscal period, ends on December 31st of the following year from the date of the legal approval and registration of the cooperative in the Register of Civil Cooperatives held in the competent Magistrate.
BOOK KEEPING OBLIGATIONS
1. At the end of each year, the accounting books are closed, the inventory is conducted, the balance sheet is compiled and they are all submitted by the competent services of the cooperative to the Governing Board, no later than within two months from the end of the year.
2. The Governing Board, along with its proposals for distribution of profit or covering losses, submits them to the Supervisory Board for review at least thirty days before the convening of the Annual General Assembly. The Supervisory Board after assessing the annual financial statements, bills and proposals of the Governing Board prepares a report for the General Assembly, which forwards with all relevant documents to the Chairman of the Governing Board. The Chairman deposits the inventory and annual balance sheet with the analytical tables of these accounts, along with his/her proposals to the General Assembly and the report of the Supervisory Board at the cooperative’s office, at least fifteen (15) days before the date of the General Assembly.
3. The members of the cooperative, with the call to the General Assembly, are notified of the deposit of the above accounts and are entitled to examine them.
ANNUAL FINANCIAL STATEMENTS - BUDGET
1. The annual financial statements contain all the accounts of the ledger and are accompanied by tables with details of these accounts and analysis of the profit and loss account.
2. The budget should contain in detail the secure revenues, as well as the budgeted expenses, which may not exceed in any case the budgeted revenues.
3. The annual financial statements and the balance sheet are published within one month of their approval by the General Assembly in the official website of the cooperative and a newspaper in the Cyclades.
ACCOUNTING AND OTHER BOOKS
1. The cooperative shall keep the books required by the tax law and further more:
a. Register book of the members in which shall be entered in chronological order the register date, name and surname, father's name, address of residence, number of shares and their value and the date of any deletion of members.
b. Minutes book of the General Assembly.
c. Minutes book of the meetings of the Governing Board.
d. Minutes book of the meetings of the Supervisory Board.
2. The above books (a' to d'), printed or electronically, in accordance with the respective applicable law, shall be stamped or otherwise certified prior to use, by the magistrate in whose district is established the cooperative.
EMPLOYEES, ADMINISTRATIVE, MANAGEMENT STAFF
For the proper execution of the work to be done by the cooperative and according to the developing needs, the necessary personnel is recruited and its remuneration is determined, by decision of the Governing Board.
STRUCTURE, ORGANIZATION OF SERVICES
The structure and organization of the cooperative’s services in a manner that ensures the prompt and efficient conduct of such services and their proper operation, is determined by the internal regulation which shall be approved by the General Assembly.
The regulation also provides for the powers and authorizations to management executives and employees as well as the consultants of the cooperative.
MODIFICATION OF CONSTITUTION
This constitution may be amended by decision of an especially for this purpose convened General Meeting, which is obtained with the quorum and majority foreseen in ARTICLE 17 of the present constitution and Law 1667/1986, Article 5, as amended by Law 2166/1993.
If until the convening of the first General Assembly is considered necessary to amend this constitution, the amendment will be made by the General Assembly of the founding members.
a. The cooperative has a circular stamp with its name and the year of establishment.
b. For any case not foreseen by this constitution the applicable provisions are those of the laws on civil cooperatives, the commercial law and the Civil Code.
DISSOLUTION - CLEARANCE
1. The cooperative is dissolved:
a. If its members are decreased below 10.
b. If the General Assembly decides so.
c. If declared bankrupt.
2. The dissolution is registered in the register of cooperatives in the District Court in the district where the cooperative is established.
3. The dissolution of the cooperative is followed by liquidation, which is carried out by the Supervisory Board.
4. If the cooperative is declared bankrupt, the procedure of the trade law is applicable.
Otherwise, the provisions of Law 1667/1986, as amended by the 2166/1993 (Official Gazette 137/1993 T.A.) are applicable.
This constitution consists of seventy (70) articles, written in accordance with Law 1667/1986 "on Civil Cooperatives" as amended and valid until today.
This Constitution, as amended and codified herein, was approved by the 2nd General Assembly of the members of the Cooperative with the company name "Energy and Development Cooperative of Sifnos Coop. Ltd", on April 18 2015, in Sifnos and it was then approved with the Act # 1/2015 of the Milos Magistrate and registered at the General Commercial Registry (G.E.MH.) with the KAK 583160.