Regulations on the chairman of an agricultural cooperative. What constituent documents are needed for a production cooperative

One of the conditions for creating production cooperative the number of its members becomes - according to the current legislation, the number of participants in the artel should not be less than five people. At the same time, there are no restrictions on the membership of residents of the Russian Federation or foreign citizens, as well as persons without citizenship. A legal entity can also be a member of an artel - participation in the activities of a cooperative is carried out through a representative of a legal entity.

Why is an artel formed?

An artel - or a production cooperative - is created to engage in certain types of activities. The main condition for its creation is compliance with all legal requirements. Artel cannot engage in activities that are contrary to the laws of the Russian Federation. For class specific types industrial and other economic activity, the cooperative must obtain a special license (permit). Thus, the main purpose of creating a cooperative is to make profit for its participants.

What constituent documents are required?

The main constituent document of a production cooperative, which is a legal entity, is its charter. To approve the charter, it is necessary to gather all the members of the cooperative (the general meeting of the members of the artel is the highest governing body). The charter determines the location of the organization, its corporate name. The main founding document contains all the financial information on the composition of share contributions of members, on the procedure for their payment.

The charter describes the obligations of each member of the cooperative for personal participation, responsibility for violation of obligations to the artel, regulates the procedure for distributing profits between the members of the cooperative.

The charter prescribes how new members enter the cooperative and how old members leave the cooperative, determines the procedure for the formation of its property, describes the number of branches and their location, the procedure for liquidating the artel and its transformation. In addition, the main founding document may contain any other important information.

Who manages the cooperative?

The meeting of members of the cooperative is the supreme body of its management. If the number of participants in the artel exceeds 50 people and the general meeting is impossible due to objective circumstances, a supervisory board is created, consisting exclusively of members of the cooperative. Note that the same member of the cooperative cannot hold the position of chairman of the board of the cooperative and a member of the supervisory board.

By law, a cooperative must have a manager, that is, a chairman. This is a person who represents the interests of the organization, is responsible for its activities and performs many other functions.

All his duties are contained in the constituent documents of the housing cooperative. The candidate is selected from among the other members of the cooperative by voting.

Duties of the chairman of the housing cooperative, as well as his rights

So, this is an official whose activities are regulated by regulations (Article 119 of the Housing Code of the Russian Federation), as well as by internal documents of the housing cooperative. Therefore, his rights and obligations comply with all established norms.

Article 119

  1. The chairman of the board of the housing cooperative is elected by the board of the housing cooperative from among its members for a period determined by the charter of the housing cooperative.
  2. Chairman of the board of the housing cooperative:
    • ensures the implementation of decisions of the board of the cooperative;
    • acts on behalf of the cooperative without a power of attorney, including representing its interests and making transactions;
    • exercises other powers not referred by this Code or the charter of the cooperative to the competence of the general meeting of members of the cooperative (conference) or the board of the cooperative.
  3. The chairman of the board of a housing cooperative, when exercising his rights and fulfilling his duties, must act in the interests of the cooperative in good faith and reasonably.

Job description The chairman of the housing cooperative looks like this:

The responsibilities of the housing manager include:

  1. knowledge of current laws of the Russian Federation.
  2. Organization of the activities of the housing cooperative in accordance with the regulations.
  3. Regulation of issues related to the provision of all necessary services to owners, including utilities.
  4. Implementation of recalculation of payments when providing services of poor quality.
  5. Control of the operation of public equipment.
  6. Record keeping and storage of documents.
  7. Carrying out banking operations.
  8. Prevention of illegal alterations or other ways of using the property by tenants.
  9. Supervision of the improvement of the house and the surrounding area.
  10. Conducting the reception of citizens and their applications.
  11. Carrying out current and major repairs.
  12. Drawing up a quarterly work plan.
  13. Participation in the activities of the board of housing cooperatives.
  14. Conducting meetings of the board of the organization.
  15. Providing reports on their activities to members of the cooperative.

In addition to the rights and duties of the chairman, there are certain restrictions.

He is forbidden:

This is the main list of rights and obligations of the chairman of the housing cooperative as an official. Additional powers may contain founding documents.

What is the salary of the head of a housing cooperative?

Naturally, the work of the chairman should be paid. And, although the law provides for a minimum salary, but Many factors affect the salary of the chairman of the housing cooperative:

  • the number of apartments whose residents are members of the housing cooperative;
  • contract of employment;
  • monthly salary;
  • the opinion of the owners (they can only vote for the salary, or they may consider that the work of the chairman should be encouraged);
  • the number of responsibilities (the more there are, the higher the salary).

It is difficult to say how much exactly the chairman of the cooperative receives. It can be a salary of 1–2 rubles or several times more. For example, in the capital or in St. Petersburg, the chairman of the housing cooperative receives 15-30 thousand rubles, but in the regions this amount is slightly less - 10-20 thousand rubles.

How to conclude an employment contract with him?

This is an elective position, but with the person who occupied it, they often sign an employment contract for the chairman of the housing cooperative. According to the Labor Code of the Russian Federation, such an agreement can be signed between an employee and an employer. Naturally, the chairman himself acts as an employee. But the employer in the housing cooperative is considered to be the general meeting of all participants in the organization because it is the highest governing body.


Most often, the document is signed by a member of the board who has been entrusted with this duty.

It is not prohibited by law to choose an authorized person among all members of the housing cooperative, but then this norm should be indicated in the Charter of the housing cooperative.

In addition to choosing a person representing the cooperative as an employer, its members also decide on the payment of the manager's work and approve a new cost estimate.

Problems related to the chairman of the housing cooperative and their solution

This position comes with a lot of responsibility and, despite some restrictions, some chairmen use their position. But residents can influence the solution of problems arising in connection with its activities.

The head of the board of the housing cooperative does not provide documents

It happens that there come times when the chairman of the housing cooperative does not provide documents. Then the apartment owners begin to suspect that the manager is spending their money inappropriately. And he refuses the demand to report. Residents must do the following::

  • holding an extraordinary meeting of housing cooperatives;
  • making a decision on checking the financial activities of the cooperative;
  • transfer of the decision to the chairman for review and signature

If he refuses to sign the document, it must be sent by registered mail.

If the dialogue with the manager does not lead to anything, members of the housing cooperative can initiate a tax audit.

The chairman of the housing cooperative steals

In order to hold him accountable, you need to have evidence. They may be a tax audit act or other official documents. With them and the corresponding statement, you should go to the police.

If they refuse to initiate a criminal case, the decision of law enforcement agencies should be appealed through a lawsuit.

The head of the housing cooperative is not the owner - can this happen at all and what to do if it happened?


What to do if the chairman of the housing cooperative is not the owner? He does not have to be one, since for membership it is enough to vote for the creation of the housing cooperative. Accordingly, he can be elected as the chairman of the organization.

Often, specialists from the Criminal Code are specially hired for this position, providing them with membership in the housing cooperative. But in this case, they do not become the owner of the apartment.

Therefore, if the chairman is not the owner of the living space, there is nothing wrong with that. The main thing is that he has the appropriate membership. But if this fact is fundamental for residents, then it must be taken into account when choosing a manager.

How to remove the chairman of the housing cooperative?

Tenants can choose a manager and can fire him. But this requires go through all the steps of the relevant procedure:

  1. hold a general meeting, inviting the chairman there and informing him of a possible dismissal.
  2. Make a written decision to dismiss, attaching all important evidence of the incompetence of the person.
  3. Choose a new candidate for the position.
  4. Draw up a re-election protocol.

If the chairman performed his duties on the basis of an employment contract, then he can easily be dismissed in accordance with article 81 of the Labor Code of the Russian Federation.

Where to complain about it?

Where to complain about the chairman of the housing cooperative, if the tenants are dissatisfied with the work of the chosen manager, but there are few grounds for dismissal?

To do this, you must file a complaint with the following authorities:

  • prosecutor's office;
  • the police;
  • local authorities;
  • labor inspectorate;
  • other state institutions in whose competence is the solution of issues of housing and communal services.

To prevent this from happening, the rights and obligations of the chairman of the housing cooperative must be strictly observed.

Useful video

You will learn about what exactly needs to be done in order to change the unscrupulous chairman of the HOA from the video:

Conclusion

The chairman of the board of a housing cooperative is a very responsible position and therefore a person must meet all the requirements. It is desirable that he has the qualities of a leader, understands the law, and also has experience in managing a large number of people. Otherwise, the activities of an incompetent person will lead to big problems. And it's up to someone else to decide.

________________________________________________________________________ (full name, location of the agricultural cooperative)

APPROVED
Decision
general meeting of cooperative members
(or: supervisory board)

Protocol N _______________
from "___" __________ ____

REGULATIONS on the Chairman of the agricultural cooperative

"____________________________________________"

1. ELECTION OF THE CHAIRMAN OF THE BOARD

1.1. In accordance with Art. 26 of the Federal Law "On Agricultural Cooperation" (hereinafter referred to as the "Federal Law"), the chairman of the cooperative, who is also the chairman of the board, is the sole executive body of the agricultural cooperative "_________" (hereinafter, respectively, the "Chairman", "Board" and "Cooperative").

1.2. The Chairman is elected by the general meeting of members of the Cooperative and associate members (hereinafter referred to as the "general meeting") for a period of ___________. A person is considered elected to the position of chairman if the majority of the total number of members of the Cooperative present at the general meeting voted for him.

1.3. The Chairman can be elected only from among the members of the Cooperative. A candidate for the position of Chairman must meet the following requirements:

Higher or specialized agricultural, economic, legal or technical education;

At least ______ years of experience in leadership positions.

1.4. Candidates of impeccable reputation shall be nominated for the position of Chairman. At the same time, the commission by a person of a crime in the sphere of economic activity or against state power, the interests of public service and service in the bodies local government, as well as an administrative offense, primarily in the field entrepreneurial activity, in the field of finance, taxes and fees, encroachments on public order and public safety, are factors that negatively affect its reputation.

1.5. A person who is a participant, official or other employee of a legal entity competing with the Cooperative cannot be elected as the Chairman of the Cooperative.

1.6. When electing the Chairman, information is provided on the age and education of the candidate, positions held by the candidate over the past 5 years, the nature of his relationship with the Cooperative, membership in boards of directors and other positions in other organizations, as well as information on the nomination to the position of Chairman or other positions in other organizations, about the nature of the relationship with counterparties of the Cooperative, as well as other information about the financial situation of the candidate or about circumstances that may affect the performance of his duties by the candidate.

1.7. In accordance with article ___ of the charter of the Cooperative, the general meeting has the right to establish additional requirements for a candidate for the position of chairman.

1.8. The position of the Chairman may be filled by competition. The person who wins the competition cannot be denied appointment to the position of Chairman. The conditions and procedure for holding the competition are approved by the general meeting.

1.9. The Chairman (not) has the right to carry out any other activity, except for the management of the current activities of the Cooperative. (An exception to this rule is the membership of the Chairman, with the consent of the Cooperative, in the supervisory boards or boards of directors of other legal entities, if this is necessary to ensure the interests of the Cooperative.)

1.10. The amount of remuneration of the Chairman is established by the general meeting and must correspond to its business qualities and requests.

1.11. An agreement with the Chairman may provide for an incentive that depends on the fulfillment of the statutory tasks of the Cooperative.

1.12. The rights and obligations of the Chairman are determined by legal acts Russian Federation, the charter of the Cooperative, these Regulations and an agreement with it. The agreement with the chairman on behalf of the Cooperative is signed by the chairman of the Supervisory Board of the Cooperative.

2. COMPETENCE OF THE CHAIRMAN OF THE BOARD

2.1. In accordance with Art. 26 of the Federal Law and the Charter, the Chairman is entrusted with the current management of the activities of the Cooperative. He is a member of the Board of the Cooperative and heads it.

2.2. The Chairman ensures the solution of the statutory tasks of the Cooperative and the possibility of sustainable development of the Cooperative itself.

2.3. Meetings of the Board of the Cooperative are held by the Chairman of the Cooperative, who signs on behalf of the Board of the Cooperative decisions made and minutes of the board of the Cooperative.

2.4. The Chairman of the Cooperative without a power of attorney acts on the basis of decisions of the general meeting, the Supervisory Board of the Cooperative and the Board of the Cooperative on issues within the competence of these bodies, and on other issues solely on behalf of the Cooperative.

2.5. The Chairman of the Cooperative represents the Cooperative in state authorities, local governments and organizations.

2.6. Chairman of the Cooperative:

Organizes the implementation of decisions of the general meeting and the supervisory board of the Cooperative;

Disposes of the property of the Cooperative in accordance with the law and the charter of the Cooperative;

Concludes contracts and issues powers of attorney, including those with the right of substitution;

Opens accounts of the Cooperative in banks and other credit institutions;

Defines organizational structure, staffing Cooperative, branches and representative offices, approves official salaries;

Hires and dismisses employees, including appointing and dismissing his deputies, chief accountant, heads of departments, branches and representative offices;

Concludes employment contracts with employees of the Cooperative;

Issues orders and orders binding on members and employees of the Cooperative;

Approves the rules, procedures and other internal documents of the Cooperative, with the exception of documents approved by the general meeting;

Approves job descriptions, labor protection instructions;

In the manner prescribed by law, the charter of the Cooperative and the general meeting, encourages the employees of the Cooperative, and also imposes penalties on them;

Ensures the creation of favorable and safe conditions labor for employees of the Cooperative;

Ensures the fulfillment of the obligations of the Cooperative to the budget and counterparties under business contracts;

Makes decisions on the presentation on behalf of the Cooperative of claims and lawsuits against legal and individuals and on the satisfaction of claims against the Cooperative;

Organizes accounting and reporting;

In the manner established by the general meeting, reports on its activities;

Manages the development and presentation to the general meeting of the draft annual report and annual balance sheet;

Provides preparation and holding of general meetings;

Exercises control over the rational and economical use of material, labor and financial resources;

Within its competence, ensures compliance with the law in the activities of the Cooperative;

Solves other issues of the current activities of the Cooperative.

2.7. The chairman entrusts the solution of certain issues within his competence to his deputies, heads of departments.

2.8. The Chairman is personally responsible for the state of affairs and activities of the Cooperative.

2.9. Vice-Chairmen (Deputy) Chairmen are appointed by the Chairperson and lead the areas of work in accordance with the distribution of duties approved by the Chairperson.

2.10. Deputies (deputy) of the Chairman act on the basis of a power of attorney issued by the Chairman. In the absence of the Chairman, as well as in other cases when the Chairman is unable to perform his duties, his functions are performed by a deputy.

3. LIMITATIONS OF THE RIGHTS OF THE CHAIRMAN. A RESPONSIBILITY

3.1. The Chairman is obliged to act reasonably and in good faith in the interests of the Cooperative.

3.2. The Chairman does not have the right to establish or take part in organizations that compete with the Cooperative, unless he is given permission to do so by the general meeting.

3.3. The Chairman in his activities must take into account the interests of third parties to ensure the effective operation of the Cooperative, including: counterparties of the Cooperative, the state and municipalities on whose territory the Cooperative is located.

3.4. In the event of a conflict or threat of a conflict between the activities of the Cooperative and the personal interests of the Chairman, he immediately notifies the general meeting about this. Until a decision is made by the general meeting, the Chairman refrains from taking actions that will lead to a conflict between his interests and the interests of the Cooperative.

3.5. The Chairman should not disclose or use confidential information about the Cooperative for personal selfish interests and in the interests of third parties.

3.6. The Chairman does not have the right to directly or indirectly receive remuneration for influencing the decision-making of the general meeting and the Board.

3.7. The Chairman and his affiliates must not accept gifts or receive other direct or indirect benefits, the purpose of which is to influence the activities of the Chairman or his decisions.

An exception is symbolic signs of attention in accordance with generally accepted rules courtesy and souvenirs for official events.

3.8. The chairman is responsible for the improper performance of his duties.

3.9. Losses caused to the cooperative as a result of the unfair performance of his duties by the Chairman are subject to compensation by him to the cooperative on the basis of a court decision jointly with other tortfeasors.

3.10. The Chairman is obliged, in accordance with the procedure established by law, to compensate for the losses caused by him to the Cooperative, in cases where, in violation of the Federal Law or the charter of the Cooperative:

share contributions are fully or partially repaid, dividends or cooperative payments are paid;

the property of the Cooperative is transferred or sold;

cooperative payments are made after the insolvency of the Cooperative or after the announcement of its insolvency (bankruptcy);

loan, credit.

3.11. The Chairman does not compensate the Cooperative for losses if his actions are based on the decision of the general meeting.

3.12. The Chairman is not released from the obligation to compensate the losses caused by him to the Cooperative as a result of the actions provided for in clause 3.10, if these actions were performed with the approval of the Supervisory Board of the Cooperative.

3.13. The Chairman is released from liability if he was not present at the meeting of the Board of the Cooperative, at which the decision was made, as a result of which the Cooperative suffered losses, or was present at the meeting of the Board of the Cooperative, at which the said decision was made, but voted against the said decision or abstained from voting, which should be reflected in the minutes of the meeting of the Board of the Cooperative.

3.14. An agreement with the chairman may provide for insurance of his risks.

4. SUSPENSION, TERMINATION OF THE POWERS OF THE CHAIRMAN

4.1. The General Meeting has the right, in cases provided for by the charter of the Cooperative, to decide on the suspension of the powers of the Chairman.

4.2. The cooperative has the right to terminate powers and terminate the contract with the Chairman at any time. The decision to terminate the contract with the Chairman is made by the general meeting.

4.3. In the agreement between the Chairman and the Cooperative, along with the established labor law the following grounds for termination of the contract at the initiative of the Cooperative are included:

Causing material damage to the Cooperative, with the exception of damage associated with the usual commercial risk;

Damage to the business reputation of the Cooperative;

Committing an intentional criminal offense;

Concealment of their interest in making a transaction with the participation of the Cooperative;

Violation of the provisions of the Charter of the Cooperative, as well as the norms of the legislation on non-profit organizations;

Concealment of information about their participation in the work of the management bodies of other legal entities without the knowledge of the general meeting;

Extraction of personal benefit from the disposal of the property of the Cooperative, except in cases where the extraction of personal benefit is allowed by law, the charter and other documents and decisions of the Cooperative;

Establishment during the period of work in the Cooperative of other organizations competing with the Cooperative;

- _________________________________ (others).

4.4. The Chairman is obliged to notify the general meeting of his intention to terminate the contract ahead of schedule at least ____________ months in advance.

4.5. The procedure for the transfer of cases to the newly appointed Chairman is determined by the general meeting.

4.6. The Chairman is obliged not to disclose confidential information after the termination of the contract.

4.7. In case of early termination of the contract with the Chairman, he is paid: ______________________________, with the exception of early termination of the contract for misconduct.

4.8. In order to ensure the interests of the Cooperative, after the termination of the contract with the Chairman, he undertakes not to work in organizations that are rivals of the Cooperative for ______________ months from the date of termination of the contract.

Sew and seal with the signature of an authorized person with a transcript, an indication of the position, the seal of the Cooperative.

The legislation provides for a cooperative management structure that facilitates the involvement of all its members in this process. The supreme governing body is the general meeting of members of the cooperative. It has the right to consider and make decisions on all issues of formation and activities of the cooperative. The exclusive competence of the general meeting includes the approval of the charter of the cooperative, the introduction of amendments to it; definition of the main directions of activity; admission to the membership of the cooperative and exclusion from their number; establishing the size of the share contribution, the size and procedure for the formation of cooperative funds, as well as determining the directions for their use; the formation of a supervisory board and the termination of the powers of its members, as well as the formation and termination of the powers of executive bodies, if this right has not been transferred to its supervisory board under the charter of the cooperative; election of the audit commission (auditor) of the cooperative, termination of powers of its members; approval of annual reports and balance sheets, conclusions of the audit commission (auditor) of the cooperative, auditor; distribution of profits and losses; making decisions on the reorganization and liquidation of the cooperative; creation and liquidation of branches and representative offices, approval of regulations on them; resolving questions about the participation of the cooperative in business partnerships and companies, as well as its entry into unions (associations). The charter of the cooperative may include other issues within the exclusive competence of the general meeting.

The general meeting of members of the cooperative is competent to make decisions if more than 50% of the total number of members of the cooperative is present at it. Decisions are taken by a simple majority of votes, unless otherwise provided by Federal Law No. 41-FZ of May 8, 1996 "On Production Cooperatives" or the cooperative's charter. Each member of the cooperative, regardless of the size of the share, has one vote. Decisions on changing the charter of a cooperative, on its reorganization (with the exception of transformation into business partnership or society) and liquidation are accepted by three-fourths of the votes of the members of the cooperative present at the general meeting; a decision to transform a cooperative into a business partnership or company - by unanimous decision of its members. The decision to expel a member of the cooperative is taken by two-thirds of the votes of those present at the general meeting.

The next general meeting is convened by the board (chairman) of the cooperative and is held at least once a year within the time limits established by the charter, but no later than three months after the end of the financial year.

An extraordinary general meeting is convened by the board (chairman) of the cooperative on own initiative, the decision of the supervisory board, the request of the audit commission (auditor) or at the request of at least 10% of the total number of members of the cooperative. An extraordinary general meeting of the members of the cooperative, upon the decision of the supervisory board, the request of the audit commission (auditor) or the request of the members of the cooperative, must be convened by the board (chairman) within 30 days from the date of the request or from the date of receipt of the decision of the supervisory board of the cooperative. Otherwise, the supervisory board, the audit commission (auditor) or the members of the cooperative who have made such a request have the right to convene a general meeting on their own. The members of the cooperative shall be notified in writing of the agenda, date, place and time of the general meeting no later than 20 days before the date of the general meeting. The General Meeting is not entitled to make decisions on issues not included in the agenda. In the same order, the general meeting of members of the cooperative is re-convened if its term was postponed due to the lack of a quorum.

The rules of procedure of the general meeting and the procedure for voting (open or secret) are determined by the general meeting of members of the cooperative. A member of a cooperative whose rights and interests have been violated by a decision of the general meeting has the right to appeal against this decision in court. Issues related to the exclusive competence of the general meeting cannot be transferred for decision to the supervisory board or executive bodies of the cooperative.

In a cooperative with more than 50 participants, a supervisory board may be established to exercise control over the activities of the executive bodies and resolve other issues referred by the charter to the competence of the supervisory board. The Supervisory Board is formed from the members of the cooperative. The number of members of the supervisory board and the term of their powers are determined by the general meeting. The Supervisory Board elects a chairman from among its members. A member of the supervisory board cannot be a member of the board of the cooperative or its chairman at the same time. Meetings of the supervisory board of the cooperative are convened as necessary, but at least once every six months. Members of the supervisory board are not entitled to act on behalf of the cooperative. Issues related to the exclusive competence of the supervisory board cannot be transferred for decision to the executive bodies of the cooperative.

The current management of the cooperative's activities is carried out by its executive bodies. In a cooperative with more than 10 members, the general meeting elects a board of directors from among the members of the cooperative for a period stipulated by the charter. The board of the cooperative manages its activities during the period between general meetings. The competence of the board includes issues that are not referred to the exclusive competence of the general meeting and the supervisory board. The board is headed by the chairman of the cooperative, who is elected by the general meeting from among its members. If a supervisory board has been established in a cooperative, the chairman of the cooperative is approved by the general meeting of its members on the proposal of the supervisory board. The powers of the chairman are determined by the charter. The charter also establishes the period for which the chairman of the cooperative is elected (approved), his right to dispose of property, the conditions for remuneration for his work, liability for damages, as well as the grounds for dismissing him from office. If a board is elected in a cooperative, the charter defines issues on which decisions are made solely by the chairman of the cooperative. Within the powers granted by the charter, the chairman acts on behalf of the cooperative without a power of attorney, represents the cooperative in state authorities, local governments and organizations, disposes of property, concludes contracts and issues powers of attorney, including with the right of substitution, opens accounts of the cooperative in banks and other credit institutions, accepts and dismisses employees, issues orders and instructions that are binding on members of the cooperative and employees. The executive bodies are accountable to the supervisory board of the cooperative and the general meeting of its members.

To control financial and economic activities, the general meeting elects an audit commission consisting of at least three members of the cooperative or an auditor if the number of members of the cooperative is less than 20 people. Members of the audit commission (auditor) of a cooperative cannot be members of its supervisory bodies. The audit commission (auditor) checks the financial condition of the cooperative based on the results of work for the financial year, checks the financial and economic activities of the cooperative on behalf of the general meeting, the supervisory board or at the request of at least 10% of the members of the cooperative, as well as on its own initiative. Members of the audit commission (auditor) have the right to demand from officials cooperative providing the necessary documents for verification.

The audit commission (auditor) presents the results of its audit to the general meeting and the supervisory board.

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production and other economic activities based on their personal labor and other participation and the association of property shares by its members (participants). The founding document of a cooperative may provide for the participation of legal entities in its activities. A cooperative is a legal entity - a commercial organization.

Number of participants

The number of members of the cooperative cannot be less than five people. Members (participants) of the cooperative may be citizens of the Russian Federation, Foreign citizens, stateless persons. Entity participates in the activities of the cooperative through its representative in accordance with the charter of the cooperative.

Citizens of the Russian Federation who have reached the age of sixteen years and have made the share contribution established by the charter of the cooperative may be members of a cooperative. The number of members of the cooperative who have made a share contribution, participating in the activities of the cooperative, but not taking personal labor participation in its activities, may not exceed twenty-five percent of the number of members of the cooperative taking personal labor participation in its activities.

Unit trust

Minimum and maximum size share capital is not limited. This is due to the fact that in case of insufficient ownership of the cooperative, its members bear additional (subsidiary) responsibility.

Purposes of creation

A production cooperative is created for the purpose of making a profit and may engage in any activity not prohibited by law. At the same time, for certain types of activities, it is necessary to obtain special permission(licenses).

Governing bodies

The supreme governing body of a cooperative is the general meeting of its members. In a cooperative with more than fifty members, a supervisory board may be established. The executive bodies of the cooperative include the board and (or) the chairman of the cooperative. Only members of the cooperative can be members of the supervisory board and members of the board of the cooperative, as well as the chairman of the cooperative. A member of a cooperative cannot simultaneously be a member of the supervisory board and a member of the board (chairman) of the cooperative.

General meeting of members of the cooperative

The general meeting of members of the cooperative has the right to consider and decide on any issue of the formation and activities of the cooperative. The exclusive competence of the general meeting of members of the cooperative includes:
  • approval of the charter of the cooperative, making changes to it;
  • determination of the main activities of the cooperative;
  • admission to the membership of the cooperative and exclusion from the members of the cooperative;
  • establishing the size of the share contribution, the size and procedure for the formation of cooperative funds; determination of directions for their use;
  • the formation of a supervisory board and the termination of the powers of its members, as well as the formation and termination of the powers of the executive bodies of the cooperative, if this right, according to the charter of the cooperative, has not been transferred to its supervisory board;
  • election of the audit commission (auditor) of the cooperative, termination of powers of its members;
  • approval of annual reports and balance sheets, conclusions of the audit commission (auditor) of the cooperative, auditor; distribution of profits and losses of the cooperative;
  • making decisions on the reorganization and liquidation of the cooperative;
  • creation and liquidation of branches and representative offices of the cooperative, approval of regulations on them;
  • resolving questions on the participation of the cooperative in business partnerships and companies, as well as on the entry of the cooperative into unions (associations).
The charter of the cooperative may include other issues of the cooperative's activities within the exclusive competence of the general meeting of members of the cooperative. The general meeting of members of the cooperative is authorized to make decisions if more than fifty percent of the total number of members of the cooperative is present at this meeting. The general meeting of the members of the cooperative makes decisions by a simple majority of votes of the members of the cooperative present at this meeting, unless otherwise provided by this Federal Law or the charter of the cooperative. Each member of the cooperative, regardless of the size of its share, has one vote when making decisions by the general meeting of members of the cooperative.

Decisions on changing the charter of a cooperative, on reorganization (with the exception of transformation into a business partnership or company) and on the liquidation of a cooperative are taken by three-fourths of the votes of the members of the cooperative present at the general meeting. The decision to transform a cooperative into a business partnership or company is made by unanimous decision of the members of the cooperative.

The decision to expel a member of the cooperative is taken by two-thirds of the votes of the members of the cooperative present at the general meeting. Issues related to the exclusive competence of the general meeting of members of the cooperative cannot be transferred to the decision of the supervisory board of the cooperative or the executive bodies of the cooperative.

In a cooperative with more than fifty members, a supervisory board may be established, which exercises control over the activities of the executive bodies of the cooperative and resolves other issues referred by the charter of the cooperative to the competence of its supervisory board. The supervisory board of the cooperative is formed from the members of the cooperative. The number of members of the supervisory board of the cooperative and the term of their powers are determined by the general meeting of members of the cooperative.

The supervisory board of the cooperative elects the chairman of the supervisory board from among its members. A member of the supervisory board cannot simultaneously be a member of the board of the cooperative or the chairman of the cooperative. Meetings of the supervisory board of the cooperative are convened as necessary, but at least once every six months. Members of the supervisory board of the cooperative are not entitled to act on behalf of the cooperative.

Issues related to the exclusive competence of the supervisory board of the cooperative cannot be transferred to the decision of the executive bodies of the cooperative.

Executive bodies of the cooperative

The executive bodies of the cooperative carry out the current management of the cooperative's activities. In a cooperative with more than ten members, a board is elected. The board of the cooperative is elected by the general meeting from among the members of the cooperative for a period stipulated by its charter. The board of the cooperative manages the activities of the cooperative in the period between the general meetings of the members of the cooperative. The competence of the board of the cooperative includes issues that are not referred to the exclusive competence of the general meeting of members of the cooperative and the supervisory board of the cooperative.

The board of the cooperative is headed by the chairman of the cooperative. The chairman of the cooperative is elected by the general meeting from among the members of the cooperative. If a supervisory board has been established in a cooperative, the chairman of the cooperative is approved by the general meeting of members of the cooperative upon the proposal of the supervisory board of the cooperative. The powers of the chairman of the cooperative are determined by the charter of the cooperative. The charter of the cooperative establishes the period for which the chairman of the cooperative is elected (approved), the right of the chairman of the cooperative to dispose of the property of the cooperative, the conditions for remuneration of the chairman of the cooperative, the liability of the chairman of the cooperative for losses caused, as well as the grounds for dismissing him from office. If a board is elected in a cooperative, the charter of the cooperative determines issues on which decisions are made solely by the chairman of the cooperative.

Within the powers granted by the charter of the cooperative, the chairman of the cooperative acts on behalf of the cooperative without a power of attorney, represents the cooperative in state authorities, local governments and organizations, manages the property of the cooperative, concludes contracts and issues powers of attorney, including with the right of substitution, opens accounts of the cooperative in banks and other credit organizations, hires and dismisses hired workers, issues orders and orders binding on members of the cooperative and employees of the cooperative. The executive bodies of the cooperative are accountable to the supervisory board of the cooperative and the general meeting of members of the cooperative.

Audit commission (auditor) of the cooperative

To control the financial and economic activities of the cooperative, the general meeting of members of the cooperative elects an audit commission consisting of at least three members of the cooperative or an auditor, if the number of members of the cooperative is less than twenty. Members of the audit commission (auditor) of the cooperative cannot be members of the supervisory board and executive bodies of the cooperative. The audit commission (auditor) of the cooperative shall inspect the financial condition of the cooperative based on the results of work for the financial year, conduct an audit of the financial and economic activities of the cooperative on behalf of the general meeting of members of the cooperative, the supervisory board of the cooperative or at the request of at least ten percent of the members of the cooperative, as well as on its own initiative. Members of the audit commission (auditor) of the cooperative have the right to demand from the officials of the cooperative to provide the documents necessary for verification.

The audit commission (auditor) of the cooperative presents the results of its audit to the general meeting of members of the cooperative, the supervisory board of the cooperative. To check the financial and economic activities and confirm the financial statements, the executive bodies of the cooperative may involve external auditors from among the persons entitled to carry out such activities. Checking the financial and economic activities of the cooperative by auditors is also carried out by decision of the supervisory board of the cooperative or at the request of at least ten percent of the members of the cooperative. In the latter case, the services of the auditor are paid by the members of the cooperative who requested such an audit.

Responsibility of the production cooperative

The cooperative is liable for its obligations with all property belonging to it on the right of ownership. Subsidiary liability of members of the cooperative for the obligations of the cooperative is determined in the manner prescribed by the charter of the cooperative. The cooperative is not liable for the obligations of its members. Foreclosure on a share of a member of a cooperative for his personal debts is allowed only if there is a shortage of other property to cover such debts in the manner prescribed by the charter of the cooperative. Collection of personal debts of a cooperative member may not be directed to the indivisible fund of the cooperative.

Constituent documents

The founding document of the cooperative is the charter, approved by the general meeting of members of the cooperative. The charter of the cooperative must determine the trade name of the cooperative, its location, and also contain conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their liability for violation of obligations to make these contributions; on the nature and procedure for labor and other participation of members of the cooperative in its activities and on their responsibility for violation of obligations for personal labor and other participation; on the procedure for distributing profits and losses of the cooperative; on the amount and conditions of subsidiary liability of members of the cooperative for its debts; on the composition and competence of the governing bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes; on the procedure for paying the value of a share or issuing the property corresponding to it to a person who has terminated membership in the cooperative; on the procedure for the entry of new members into the cooperative; on the procedure for leaving the cooperative; on the grounds and procedure for exclusion from members of the cooperative; on the procedure for the formation of property of the cooperative; on the list of branches and representative offices of the cooperative; on the procedure for reorganization and liquidation of the cooperative. The charter of a cooperative may contain other information necessary for its activities.

Transformation of the production cooperative

A cooperative, by unanimous decision of its members, may be transformed into a business partnership or company in the manner prescribed by law.

Rights and obligations of participants

Members of a production cooperative have the right to:
  • participate in the production and other economic activities of the cooperative, as well as in the work of the general meeting of members of the cooperative with the right to one vote;
  • elect and be elected to the supervisory board, executive and supervisory bodies of the cooperative;
  • make proposals on improving the activities of the cooperative, eliminating shortcomings in the work of its bodies and officials;
  • receive a share of the profits of the cooperative to be distributed among its members, as well as other payments;
  • request information from officials of the cooperative on any issues of its activities;
  • withdraw from the cooperative at its own discretion and receive the payments provided for by this Federal Law and the charter of the cooperative;
  • apply for judicial protection of their rights, including appeal against decisions of the general meeting of members of the cooperative and the board of the cooperative that violate the rights of a member of the cooperative.
Members of the cooperative, taking personal labor participation in the activities of the cooperative, in addition, have the right to receive payment for their work in cash and (or) in kind.

Cooperative members are required to:

  • make a contribution;
  • participate in the activities of the cooperative by personal labor or by making an additional share contribution, minimum size which is determined by the charter of the cooperative;
  • comply with the internal regulations established for members of the cooperative, taking personal labor participation in the activities of the cooperative;
  • bear subsidiary liability for the debts of the cooperative provided for by this Federal Law and the charter of the cooperative.

The procedure for distributing profits in a production cooperative

The profit of the cooperative is distributed among its members in accordance with their personal labor and (or) other participation, the size of the share contribution, and among the members of the cooperative who do not take personal labor participation in the activities of the cooperative, in accordance with the size of their share contribution. By decision of the general meeting of members of the cooperative, part of the profit of the cooperative may be distributed among its employees. The procedure for distributing profits is provided for by the charter of the cooperative.

The part of the profit of the cooperative that remains after the payment of taxes and other obligatory payments, as well as after the direction of profit for other purposes determined by the general meeting of the members of the cooperative, is subject to distribution among the members of the cooperative. The part of the profit of the cooperative, distributed among the members of the cooperative in proportion to the size of their share contributions, should not exceed fifty percent of the profit of the cooperative to be distributed among the members of the cooperative.

Peculiarities

A production cooperative is one of the rare forms of doing business in Russia today. This is due to the fact that the cooperative is more an association of personal labor contributions than capital. And the subsidiary liability (ie, additional) of the members of the cooperative for the obligations of the cooperative also does not allow this organizational and legal form to spread throughout the Russian Federation.

Read also