Youth Coop’s Statutes

STATUTES

Translated from Revision 1 – 17th of January 2018

YOUTHCOOP
COOPERATIVA PARA O DESENVOLVIMENTO E CIDADANIA
(COOPERATIVE FOR DEVELOPMENT AND CITIZENSHIP)

Article 1
CONSTITUTION, NAME AND APPLICABLE LAW

1. YouthCoop – Cooperativa para o Desenvolvimento e Cidadania CRL is constituted, which shall be governed by these statutes, internal rules of procedure, Cooperative Code, and other applicable laws.
2. The name may be abbreviated as “Youth Coop Cooperative” or “Youth Coop”.

Article 2
PRINCIPLES

1. Youth Coop is by nature non-partisan, secular and independent, accessible to all persons regardless of age, social class, gender, ethnicity, religion and sexual orientation.
2. The interests of the cooperative as a collective take precedence over the individual interests of each cooperator.

Article 3
COOPERATIVE BRANCH

1. Youth Coop is part of the Social Solidarity branch of the Cooperative Sector.

Article 4
SOCIAL OBJECT

1. The object of its activity is: Promote the support, training and development of young people through initiatives and projects national and international in the following areas: education for citizenship, human rights and promoting youth participation through methodologies in the context of non-formal education and may include environmental, social, cultural and recreational aspects; Production and adaptation of pedagogical and educational materials; Production of multimedia and software for various digital platforms, consulting, training and support to entities linked to the area of youth; Promote social cohesion, with the community and the inclusion of people in isolation or in economic difficulties; Promote citizenship, participation, autonomy, empowerment, inclusion and personal development, social and cultural development of young people.
2. It may also be the object of the cooperative to promote any other activities deemed necessary for the accomplishment of its social or community purposes in accordance with the provisions of the Internal Regulations, or in their omission, approved by the General Meeting.

Article 5
SOCIAL HEADQUARTERS

1. Youth Coop has its registered headquarters at Rua da Abelheira 3, 5th right 2735-013 Agualva-Cacém, Portugal.
2. Youth Coop may transfer its headquarters to any part of the country and may establish branches and other forms of representation when and where circumstances so require and by resolution of the General meeting.

Article 6
GOVERNING BODIES

1. The governing bodies of the Cooperative are the General Meeting, the Board of Directors and the Supervisory Board.
2. Special committees may be created by the Board of Directors or the General Meeting.
3. The Board of Directors and the Supervisory Board may be composed, respectively, of a Sole Director and Sole Auditor, when the Cooperative has less than 20 (twenty) co-operators. A larger number of co-operators implies the existence of a Management Board and a Supervisory Board.
4. It is the exclusive competence of the General Meeting to deliberate on the matter expressed in the previous point, applying any changes to subsequent mandates.
5. The duration of the term of the governing bodies is 3 (three) calendar years.
6. The Board of the General Meeting, the Board of Directors and the Supervisory Board are elected by submitting lists proposed by co-operators and must reveal the distribution of positions for each body.
7. The composition, election, powers and functioning of the governing bodies are regulated by the Internal Regulations, without prejudice to the provisions of the Cooperative Code.
8. The members of the governing bodies and the representatives designated by the General Meeting are civilly and criminally responsible for the documents signed by them and for the faults and irregularities committed in the exercise of their mandate.
9. Regarding the meeting of governing bodies:
   
   1. Minutes shall be drawn up in accordance with the Cooperative Code.
   2. At meetings of the General Meeting, the minutes shall be signed by the members of the respective body and optionally by the other full members participating in the General Meeting in question, whether they belong to other bodies or not.
10. The exercise of the positions of the governing bodies may be remunerated if so decided at the General Meeting.

Article 7
GENERAL MEETING

1. The General Meeting is the supreme body of the Cooperative, taking part all co-operators with the effective use of their rights.
2. The General Meeting shall be managed and directed by a board composed of the President, a Vice-President and, optionally, a Secretary. If the composition of the Cooperative does not allow it may have a sole holder.
3. The competence of the General Meeting, the manner in which it works and its functioning is established in the Cooperative Code and described in the Internal Regulations of the Cooperative.
4. The call notice for each meeting of the General Meeting shall contain the agenda, as well as the day, time, and place of the Assembly:
   
   2. The notice will be sent to all the co-operators to their personal email addresses, provided that the co-operator has previously given their consent.
   3. The personal e-mail address mentioned in the previous paragraph, must be communicated in writing by the co-operator within fifteen (15) days of being admitted to the Cooperative.
   4. The co-operator is fully responsible for communicating changes of his personal email address. The Cooperative cannot be blamed for not fulfilling this obligation.
   5. Other means of communication mentioned in the Cooperative Code are allowed.
5. Sectoral assemblies might be held when the Cooperative deems it appropriate and according to internal regulation.
6. Voting by correspondence and representation is permitted under the terms of the law, and the board of the General Meeting shall verify the suitability of the respective instruments.

Article 8
BOARD OF DIRECTORS AND SUPERVISORY BOARD

1. The Board of Directors is the administrative and representative body of the Cooperative, consisting of the chairman/woman and two members, or, alternatively, the Board of Directors shall be composed of a Sole Director.
2. The Supervisory Board is the supervisory entity of the Cooperative, consisting of the president and two members or, alternatively, the Supervisory Board shall be composed of a Sole Auditor.
3. The specific competences, positions and functioning of the bodies expressed in the previous points are defined in the Internal Regulation.
4. The Management and Supervisory Bodies shall be composed of an odd number of members, at most 9 (nine) members each.
5. The members of the governing bodies cannot belong simultaneously to other bodies.

Article 9
COOPERATIVE BINDING

1. To compel the Cooperative are necessary the joint signatures of two representatives of the Board of Directors or the Sole Director.
2. In banking or financial operations, the joint signatures of two members of the Board of Directors or of the Sole Director and the signature of a co-operator designated for this purpose by the General Meeting shall be necessary and enough.
3. A signature of one of the members of the Board of Directors or of the Sole Director shall be enough for simpler acts.

Article 10
SHARE CAPITAL

1. The share capital is variable and unlimited, the minimum amount of 1 500,00 € (one thousand five hundred euros), and is represented by equity shares with a unit value of 25, 00 € (twenty-five euros).
2. The co-operator is obliged to subscribe at least 12 (twelve) securities in the act of admission.
3. The minimum share capital shall be paid by the co-operators within a maximum period of 5 (five) calendar years.
4. The conditions for the deferral of capital contributions shall be laid down in the internal regulation, or if not, shall be determined by the General Meeting.

Article 11
ADMISSION FEE

1. In the admission of co-operators, the payment of a fee may be required, the amount being fixed by the Internal Regulation or, if not, by the General Meeting.
2. The admission fee may be paid at one time or in instalments up to a maximum of 1 (one) year.
3. The setting of the admission fee shall consider the principle of proportionality.

Article 12
ADMISSION

1. Members of the Cooperative may be any single or collective person who fulfils the legal and statutory requirements in force.
2. Candidates propose their admission as co-operators by submitting their completed and signed adhesion proposal, and the Board of Directors shall approve or reject their admission within a maximum period of 60 ( sixty ) days.
3. In the event of rejection, the proposer or any co-operator may always appeal in writing to the General Meeting of the reasons for rejection, within 30 (thirty) days after the response.
4. The appeal shall be addressed to the president of the first General Meeting to be convened after the date of receipt of the letter to appeal.
5. Theremay be additional conditions required for admission of members in the internal regulation.

Article 13
CO-OPERATOR CATEGORIES

1. In parallel, the nomenclature of co-operator and member shall be used, both definitions having the same meaning.
2. Members may be “full members” or “honorary members”.
3. Honorary Members:
   
   1. Enjoy the right to information on the same terms as full members and are entitled to attend the general meeting without voting rights.
   2. They do not subscribe to the share capital.
   3. They are exempt from the payment of entry fee.
   4. If they wish to become full members, they are not exempt from the statutory provisions for admission.
4. Two or more members of staff of the Cooperative may propose to the General Meeting the assignment of the quality of Honorary Member status to a new member. The proposal will include a report on liberalities in goods or services contributing to the Cooperative, including social volunteering.
5. The competences, rights and duties of each category are defined in the internal regulation.

Article 14
RESIGNATION

1. The members of the Cooperative may request their resignation, without prejudice to their responsibility for fulfilling their obligations towards the Cooperative. A thirty (30) day notice is always required.
2. A resigning co-operator shall be reimbursed, within a maximum of one year, of the amount of the share capital paid up to their nominal value. The nominal value referred to in the preceding paragraph shall be increased by the interest to which he is entitled in respect of the last financial year, by the share of the surpluses and non-compulsory reserves allocated in proportion to his participation or reduced, where appropriate, by the proportion of losses on the balance sheet for the financial year in which the right to repayment arose.
3. Under no circumstances may the repaid money affect the statutory minimum share capital.
4. In the act of dismissal or exclusion, the co-operator will have to fully pay the debts in respect of jewel or overdue dues, if any.
5. Additional conditions may be required for the resignation of members in the internal regulation.

Article 15
EXCLUSION

1. It may be excluded from Youth Coop, by resolution of the General Meeting, the co-operators who violate the Cooperative Code, laws, statutes and internal regulation, namely:
   
   1. Negotiate materials, services and intellectual property that they have acquired through the Cooperative;
   2. Co-operators who transfer to others benefits which only co-operators are entitled to obtain;
   3. Do not participate in the subscription and realization of the share capital as determined in the statutes or resolved by the General Meeting;
   4. They are declared insolvent or have been sued by the Cooperative and have been convicted by a final decision.
2. Exclusion shall be preceded by a written procedure, which shall include an indication of the offenses, their qualification, the evidence produced, the defence of the accused, and the proposed application of the exclusion measure.
3. Additional conditions may be required in the internal regulation.

Article 16
RESERVES

1. Youth Coop, by resolution of the General Meeting, may set up reserves and funds as it deems appropriate, and the following reserves shall be constituted:
   
   1. Legal Reserve – This reserve is intended to cover possible losses for the year, comprising 50% ( fifty percent ) of the value of the admission fee, a percentage not less than 5% (five percent)to be deducted from the net annual surpluses, as decided by the General Meeting and by the net surpluses generated by the operations.
   2. Reserve for Education and Training – This reserve is intended to cover the costs of Cooperative education and the cultural and technical training of co-operators, Cooperative workers and the community, comprising 50% (fifty percent) of the value of the admission fee and at least 1% (one per cent)of the net annual surplus.

Article 17
RULES ON THE DISTRIBUTION OF SURPLUSES

1. All existing surpluses shall revert to the Cooperative’s reserves.
2. The surplus distribution rules shall be defined in the Internal Regulation.

Article 18
INTERNAL REGULATION

1. Any internal regulations produced or amended shall be voted and approved by the General Meeting.
2. The mechanisms of election, operating and working rules of the bodies of the Cooperative shall be defined in the internal regulation.

Article 19
LIQUIDATION AND SHARING OF ASSETS

1. Without prejudice to the provisions of the Cooperative Code, if the Cooperative in liquidation does not succeed a Cooperative entity of the same branch, the application of the balance of reserves reverts to another social solidarity Cooperative, preferably of the same municipality, to be determined by the representative federation or confederation of the main activity of the Cooperative.
2. Additional rules for the settlement and sharing of Cooperative assets shall be defined in the internal regulation

Article 20
OMITTED CASES

Omitted cases are governed by the Cooperative Code, Internal Regulation and other applicable complementary legislation.