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Articles of Association

 

PREAMBLE
The basic idea of every cooperative is to achieve its goals better
together than on its own. Working together as a cooperative
always makes sense when the pursuit of an economic goal
exceeds the capacity of the individual and, at the same time,
one’s independent existence is to be safeguarded.

The economic activities of the members of the cooperative
are additionally supported with the aid of a jointly operated
company. The members act together in the market, for example
in order to achieve favourable sales and purchasing conditions,
or to be able to perform operational functions more efficiently
and with better quality.

In particular, cooperatives in particular are operated for the
economic promotion of their members. Accordingly, focus is
placed on the purpose of the cooperative and not the payment
of a return.

Consumer cooperatives, like other private-sector companies,
are subject to generally accepted business principles.

In light of this circumstance, cooperatives must first see
themselves as commercial enterprises in order to be able to
fulfil their promotional mission. Securing economic viability is
the basic prerequisite for the best-possible satisfaction of the
promotional mandate of the cooperative.

Promotional success and market success are have a symbiotic
relationship. A consumer cooperative that faces competition
must achieve market success in order to guarantee the success
of its promotional efforts.

Article 1 | Corporate name; Registered office

The corporate name of the cooperative is CO.NET Verbrauchergenossenschaft
eG (hereinafter referred to as the “Cooperative”).
The Cooperative maintains its registered office in Tostedt.

Article 2 | Promotional purpose; Object

(1) The purpose of the cooperative is to promote its members in
improving their economic situation by means of joint business
operations. The cooperative is a member-based, economic
association intended to provide collective self-assistance. The
guiding principle for the cooperative foresees that mutual
self-help should be realized via the cooperative joint venture
with as much self-administration and self-responsibility as
possible. The focus of the Cooperative‘s economic activity on
promoting its members may be understood from a business
management perspective as a standing order from the
members in relation to its business operations. This serves as 
the foundation for the Cooperative’s obligation to adapt to the 
constantly-changing needs of the members. From a long-term
perspective, promotional activities secure the livelihoods of its
members.

(2) To this end, the Cooperative relies on a jointly-established
business enterprise (cooperative enterprise) with the following
corporate purposes:

a) In particular, the objective of the Cooperative is to obtain
price advantages within the Cooperative in the purchase of
goods and services for daily needs from partner companies.

b) Planning, developing, implementing and ensuring the
operation of ecological, economic, social and cultural projects
and services, including the associated planning and control
tasks.

c) Management, construction, acquisition and supervision of
buildings in all legal forms and uses as well as encumbrance,
sale of real estate, rights equivalent to real estate and the
assumption of all tasks arising in the area of housing, urban
development and infrastructure.

d) The support of the members in training and further
education as well as the provision of social and cultural fringe
benefits as part of an overall economic service package, the
improvement of the quality of life, the creation of common
values for physical and mental security and the promotion
of the livelihood of the members, taking into account social
value creation and economic stabilisation of the member
households.

(3) Transactions with non-members are permitted.

(4) The Cooperative may hold equity interests in other
companies as part of the promotion of trade and industry,
provided that they serve the fulfilment of the statutory
purpose and the Cooperative may take all measures which are
appropriate or appear to be appropriate to achieve its corporate
purpose and/or act as the parent company in a consolidated tax
group, may found branches and other companies, acquire other
companies or act as their general partner. It may obtain advice
from outside experts in the performance of its functions.

Article 3 | Share capital; Payments; Reserves;
Additional contributions; Statute of limitations;
Reimbursement

(1) Share capital amounts of €500.00 and is immediately
payable in full.

(2) Members must have at least four and may subscribe to
as many shares as they wish provided that the amount of
subscribed share capital is paid in full.

(3) The Executive Board may accept instalment payments.
From the beginning of the month following admission, at
least €25.00 per month must be paid in until the sum of the
subscribed shares is reached. Until the total subscribed shares
have been paid in full, compensation and dividends granted
to the member by the Cooperative shall be credited to the
outstanding balance. Further details are governed by the
General Rules of Procedure.

(4) A subsidy is levied to achieve the general promotional
purpose upon admission to the cooperative; an administrative
fee is due upon withdrawal. The amount and payment period
for these amounts and current contributions to the Cooperative
are governed by the General Rules of Procedure.

(5) Participation interests on the part of investors (natural and
legal persons) in the Cooperative are permitted. The admission
of investing members requires the approval of the Supervisory
Board.

(6) The statutory reserve is formed by an annual allocation of at
least ten percent of net income plus any profit carried forward
or less any loss carried forward as long as the reserve does not
reach 25% of total assets.

(7) The members are not obliged to make additional
contributions.

(8) If a Cooperative member cannot be found despite multiple
attempts, or if their contact information is incorrect or
incomplete so that a payment of their right to profits, refunds
and compensation balances cannot be made, the respective
right shall be time-barred two years after the due date. Any
such amounts shall be added to reserves.

(9) The Executive Board and Supervisory Board shall decide on
the distribution of reimbursement by the Cooperative prior to
the preparation of the balance sheet. The members have a legal
claim to any reimbursement approved by the Executive Board
and Supervisory Board.

Article 4 | Business strategies; Recruitment of new
members

(1) Independent of specifically-defined investment strategies,
the Executive Board and the Supervisory Board decide jointly
and autonomously concerning the general business strategy
on a regular basis subject to compliance with the promotional
objective and under consideration of the current market,
competitive and economic situation.

(2) Investing members are entitled to make individual special
contributions to the Cooperative for the achievement of it
promotional purpose. The Executive Board decides regarding
the acceptance of such contributions on a case-by-case basis.

(3) In principle, the Cooperative or its members respective are
responsible for recruiting new members.

Article 5 | General Meeting

(1) The General Meeting shall be convened by notice in the
form provided for in these Articles of Association. The invitation
must be published at least fourteen calendar days before the
General Meeting. Additions and changes to the agenda must be
published no later than ten calendar days before the General
Meeting.

(2) Any duly convened General Meeting shall constitute a
quorum.

(3) Members have one vote regardless of the number of shares
subscribed.

(4) In the case of resolutions, the votes of investing members
may not exceed 10% of the votes validly cast by ordinary
members.

(5) The General Meeting shall be chaired by the Chairman of
the Supervisory Board or their Deputy or by a member of the
Executive Board in the event this is not possible.

(6) The General Meeting adopts the General Rules of Procedure
and the Promotional Purpose Guidelines.

(7) Resolutions are recorded in accordance with section 47 of
the Cooperatives Act (Gesetz betreffend die Erwerbs- und
Wirtschaftsgenossenschaften – GenG).

(8) The General Meeting elects the members of the Supervisory
Board and determines their term of office.

(9) the General Meeting may at any time remove members of
the Executive Board by a two-thirds majority.

Article 6 | Representatives Meeting

(1) The rights of the members in the affairs of the Cooperative
may be exercised by representatives of the members in
representative assemblies, as long as the number of members
of the Cooperative is at least one thousand five hundred and
the General Meeting resolves this with a majority of three
quarters of the votes cast.

(2) The election for the Representatives Meeting takes place
every five years. One representative is elected for each fifty
members. Further details are provided in the General Rules of
Procedure.

Article 7 | Executive Board

(1) The Executive Board shall consist of at least two members.
Two members of the Executive Board may sign and make
legally binding declarations on behalf of the Cooperative. The
Cooperative may also be legally represented by a member of
the Executive Board together with an authorised signatory
(Prokurist). Members of the Executive Board are exempt from
the limitations of section 181 (2) German Civil Code (BGB). Sole
power of representation may be granted.

(2) The Executive Board may also pass resolutions in writing, by
telephone and electronically.

Article 8 | Supervisory Board

(1) The Supervisory Board shall consist of at least three
members. It must have an uneven number of members.

(2) The Supervisory Board has a quorum if at least half of its
members are involved in making the decision. The Supervisory
Board may pass resolutions in writing, by telephone or
electronically if no Supervisory Board member objects to the
decision-making in this manner.

(3) The Supervisory Board appoints the Executive Board and
supervises the management of the Cooperative.

Article 9 | Termination of membership; Obligations of
the members; Expulsion; Compensation

(1) The notice period is one year. Termination is not possible
earlier than five years after acquisition of membership.

(2) The members are obliged to inform the Cooperative
immediately of their address and e-mail address as well as any
changes thereto.

(3) Members who harm the Cooperative may be expelled.
Further details are provided in the General Rules of Procedure.

(4) The Executive Board decides regarding expulsion. The
decision may be appealed to the Supervisory Board. Only
after this decision can the expulsion be challenged in court.
Expulsions of Executive Board or Supervisory Board members
are decided by the General Meeting.

(5) Loss carry-forwards are deducted pro rata from the
compensation amount.

Article 10 | Member information; Certification

(1) Quarterly reports are made available to the members
online in the secure member area and regularly transmitted
to the Auditing Association. Further details are provided in the
General Rules of Procedure.

(2) The Cooperative strives to obtain the „Förderwirtschaftlich
geprüfte Genossenschaft“ (Cooperative Promotional Purpose
Audit) seal of quality from the competent Auditing Association
on a long-term basis.

Article 11 | Announcements

Announcements are made under the name of the Cooperative
in the complete edition of the „Stader Tageblatt.”

Resolved at the General Meeting of 28 March, 2018

 

Articles of Association

GRP

Promotional Purpose Guidelines