Law No. 90/2012 Coll. on Commercial Companies and Cooperatives - Authorities Team

Czech Republic Crest Czech Republic Companies Act Czech Republic Companies Act Czech Republic Companies Act

NOTE: This text has been translated using google translation and may therefore contain misleading information.

Section 6

Authorities team

Subsection 1

General Provisions

§ 629

The authorities are cooperative

a) membership meeting,

b) Board of Directors

c) Audit Commission and

d) other bodies established by statutes.

§ 630

Cooperative member of the body may be only team member.

§ 631

Each team member has a vote in the body of a cooperative 1 vote.

§ 632

The term of not more than 5 years. The term of office of members elected body ends all its members as well, this also applies to delegates.

§ 633

Disregard agreement statutes, resolution bodies and cooperative agreement contracts, which the team members recognize the voices in conflict with this Act.

§ 634

(1) At the hearing, each institution's team takes the one who summoned the body of a cooperative act, write out at least a date, place and agenda of the body, adopted a resolution, voting results and opposition members.

(2) Insert the registration form a list of members of the institution stating one of the members was not present at the invitation and other documents that were submitted to the discussed issues.

Subsection 2

Membership Meeting

§ 635

Introductory Provisions

(1) Right to participate in the meeting of members to team members, liquidators and persons as provided for under other legislation.

(2) Members shall attend the meeting of members in person or by proxy. The power of attorney to represent the members' meeting must be in writing and must indicate whether it was granted for representation at one or more member meetings. No one shall be at the meeting of members acting more than one third of all team members, otherwise valid, it does not have to act at any membership meeting granting power of attorney.

Convening a meeting of members

§ 636

(1) The convener at least 15 days prior to the meeting of members shall publish an invitation to a meeting of members on the website and team members at the same time it sends to the address indicated in the list of members. Publication of the invitation, the invitation shall be delivered. Notice must be published on the website until the holding of the meeting of members.

(2) Notice shall contain at least

a) the name and address of the cooperative,

b) the place and start time of meeting of members, location and time of commencement of the meeting of members shall be determined in such a way that minimizes the possibility of a member limited her to attend

c) an indication of whether the members' meeting convened meeting of members or alternate,

d) a scheme member and meetings

e) the place where the member may be familiar with the documents for each meeting of members of the program matters, unless they are attached to the invitation.

§ 637

In order to be a change of statutes or the adoption of the resolution, an amendment to the Statutes, including the invitation in Annex of these changes included a proposal or draft resolution.

§ 638

(1) The Board shall convene a meeting of members within the period specified statutes, but at least once in each financial year.

(2) Members' Meeting, which is to discuss the annual financial statements, must be held within 6 months after the reporting period for which the regular financial statements.

§ 639

(1) The Board shall convene a meeting of members every where in the important interests of the cooperative.

(2) The Board shall convene a meeting of the members also without undue delay after discovering that

a) loss team has reached such a height that when the payment of the sources of the team accumulated losses amounted to capital, or it can be to all the circumstances to assume or

b) the team fell into bankruptcy or impending bankruptcy by other legislation

membership meeting and will propose the adoption of necessary corrective measures.

(3) The Board shall convene a membership meeting if so requested by the JCC or at least 10% of team members who have at least one fifth of all votes, the statutes do not specify a lower number of eligible members or lower number of required votes or lower the number of eligible members and the necessary votes.

§ 640

At the request of the Audit Committee or members of the cooperative pursuant to § 639 paragraph 3, or interest in an important team member may call a meeting of one or several members of the Board, Audit Committee or the liquidator, if it was to convene the Board under this Act or the statutes and did so without undue delay after the obligation arose.

§ 641

(1) If the membership meeting convened at the request of the Audit Committee or members of the cooperative pursuant to § 639 paragraph 3 by the Board to be held within 30 days after receipt of the request must be membership meeting convened by or under authority of § 640th

(2) If the person or the authority under § 640 does not do so within 10 days after the deadline for convening meetings of the Board Member may convene a meeting of the membership and all operations connected with it to make a person authorized in writing by all members that a meeting of Member Meeting requested.

§ 642

If the membership meeting convened at the request of the Audit Committee or members of the cooperative pursuant to § 639 paragraph 3 quorum shall convene the person who convened a meeting of members, the replacement member meeting, this does not apply if the control board or person pursuant to § 639 paragraph 3 took its request back.

§ 643

Adding the members' meeting

(1) Upon request of the members entitled to require that a meeting of members of their board of classified matter designated to the program members' meeting. If this application is received after sending invitations, inform the board of cooperative members present at a meeting convened by the Member. The obligation to convene a meeting of the new member is not affected, unless it is a matter that was the subject of this application for membership meeting dealt with in accordance with paragraph 2

(2) Matters not included in the proposed meeting of members, can be discussed only with the consent and participation of all team members.

The ability of members' meeting a quorum

§ 644

(1) The General Meeting has a quorum if a majority of all members having a majority of votes required in this Act or by the participation of the members having a higher number of votes.

(2) In assessing the ability of members' meeting and a quorum for the adoption of resolutions shall be taken of the presence and voices of members who can not exercise voting rights pursuant to § 660 to 662nd

§ 645

Membership meeting by a majority vote of members present, if required by this Act or the articles of a higher number of votes.

§ 646

If the resolution to be adopted by the meeting of members of some of the matters specified in § 650, paragraph 2, the membership meeting a quorum are present at least two thirds of all members, and the order must be received at least two-thirds of members present.

Replacement Membership Meeting

§ 647

If the membership meeting a quorum shall convene the person who originally convened the meeting convened by the member, if it is still necessary, without undue delay, the replacement member meeting with the same agenda, in the same manner as originally convened membership meeting and a separate invitation.

§ 648

(1) Replacement Membership Meeting has a quorum regardless of the number of members present, unless otherwise determined by the statutes.

(2) Matters not included in the proposed program of regular members' meeting, you can substitute the membership meeting to decide only if they are present and show if agreed by all team members.

Member Decisions Meeting

§ 649

Member entitled to vote at a meeting of the members of the team.

§ 650

(1) Every member shall vote at the membership meeting on 1 vote, unless the statutes determined to have more votes.

(2) Each member has 1 vote, decides the membership meeting on

a) approve the granting of financial assistance,

b) reimburse obligations

c) the cancellation of the liquidation team,

d) conversion of cooperatives,

e) issuing bonds.

§ 651

If so requested by the liquidator in members' meeting to speak, he shall always before voting begins.

Deciding per rollam

§ 652

(1) admits the statutes provide for cooperative decision-making per rollam, send team or a person authorized to convene the meeting of members to all members of the draft decision.

(2) per rollam decisions can not be used in determining delegates.

§ 653

Draft decision

a) the text of the proposed decision and its justification

b) a service of the members designated in the statutes, or 15 days for the start of the run shall be the service of the member,

c) documents needed for its adoption and

d) other information, determines if the statutes so provide.

§ 654

(1) If a member fails to deliver within the time limit under § 653 point. b) a cooperative agreement with the draft resolution, rule, opposes the proposal.

(2) Where this Act that the decision meeting of members was witnessed by a public document, the form expressed by members of public documents, which shall indicate the content of the proposal for a meeting of members to which the statement relates.

(3) The decisive majority is calculated from the total number of votes of all members of the cooperative.

§ 655

The result of the decision under § 652 to 654, including the date of its receipt, notify the person authorized to convene meetings manner prescribed by law and the convening of the meeting of members to all members without undue delay after the date of its adoption.

Scope of the meeting of members

§ 656

Membership Meeting

a) is amended statutes, where there is no change on the basis of other legal elements,

b) elect and remove members and alternate members of the Board and Audit Committee, unless another law provides that one or more members of the Audit Committee selects staff team

c) determine the remuneration of the Board, Audit Committee and members of other bodies established by the statutes of a cooperative, when authorized by statutes such bodies or their members to elect and recall,

d) approve the ordinary, extraordinary or consolidated financial statements or interim financial statements

e) approve the contract for performance of their duties according to § 59,

f) approve the granting of financial assistance,

g) decide on the opposition members against the decision to exclude,

h) approve the conduct made the team in its creation,

i) decide on the distribution of profit or cover loss,

j) decide on the obligation to reimburse,

k) decide on the use of reserve fund

l) decide on the issue of bonds

m) approve the transfer or cessation of business or such part thereof, which would mean a substantial change in the existing plant structure or a substantial change in business activity or activities of cooperatives,

n) decide on the transition team,

a) approve the contract of silent partnership, and its amendment and cancellation

p) approve a contract for another Member of the deposit and its variation and revocation, unless the statutes provide that the membership meeting does not approve it,

q) decide on the abolition of the liquidation team,

r) are elected and recalled by the liquidator and decides on the remuneration

a) approve the liquidator's report on the disposition of liquidation balance,

t) decide on other matters which the law or the statutes confer within its scope.

§ 657

Membership meeting may reserve its jurisdiction to decide on other matters which by this Act or the statutes do not confer within its scope, this does not apply if it is a matter entrusted by this Act to the Board of Directors or the Audit Commission team.

§ 658

If you reserve membership meeting deciding on certain matters within its scope can not be decided on the matter on the same membership meeting at which the members' meeting deciding on certain matters reserved, unless the membership meeting attended by all team members and everyone agrees that this matter will be discussed at the membership meeting.

§ 659

(1) One member who convened the meeting, takes about the progress of registration within 15 days of the date of the meeting of members. Each member has the right to obtain a copy of the minutes, determine if the statutes so provide, the cooperative will pay the costs reasonably incurred in its acquisition. Minutes signed by the person who convened a meeting of the membership, and if you wrote another person, then she signed it.

(2) Resolution of the meeting of members shall be certified by a public document, in the case of

a) the amendment of the Statutes

b) the revocation of the liquidation team,

c) the conversion of cooperatives,

d) approval of the transfer or cessation of business or such part thereof, which would mean a substantial change in the existing plant structure or a substantial change in business activity or activities of the cooperative.

§ 660

The member shall not exercise the voting membership meeting law

a) If the delay in complying with the obligation to deposit a Member of the deposit,

b) decide the membership meeting of the objections against the decision of that member of his expulsion,

c) decide the membership meeting on his removal from office of member of a cooperative

d) decide the membership meeting for approval to provide financial assistance in relation to him.

§ 661

Restrictions on exercise of voting rights pursuant to § 660 applies to persons acting in concert with those who can not exercise the voting rights.

§ 662

Exercise the voting rights of the member can be reduced to exclude or suspend only if so provided in this Act or other legislation.

§ 663

Nullity of the resolution meeting of members

(1) Each team member, member of the board or control board or liquidator may invoke the nullity of the resolution meeting of members pursuant to the provisions of the Civil Code on the invalidity of the resolution, Member Society meeting conflict with the law or the statutes. It was decided outside the membership meeting, the right to submit a proposal shall expire after three months from the date when the claimant knew or could find out about the decision under § 652 to 655th

(2) the absence of applied pursuant to paragraph 1 within the statutory period, or if no motion of no invalidity granted, can not force a resolution to review the members' meeting already, unless another law provides otherwise.

(3) annulment of decisions of other bodies cooperative persons are liable under paragraph 1, invoked only where these decisions are made within the scope of members' meeting, paragraphs 1 and 2 shall apply mutatis mutandis.

(4) The provisions of paragraph 1 second sentence shall apply mutatis mutandis to decisions on individual meetings with the member that the deadline for application to submit an application runs from the date of the last partial member meeting.

(5) The reason for invalidity of the resolution meeting of members is its contradiction with good morals.

Sub-Member Meeting

§ 664

(1) The statutes may determine that the membership meeting will be held by individual member meetings. In such cases, statutes determine

a) the rules for inclusion of all team members to each individual member meetings

b) the period in which each individual member meetings are held. Between a first and last partial meeting of members may elapse time is longer than 40 days, otherwise, the resolution was not adopted.

(2) Unless otherwise provided, shall be used for partial meeting of members, their calling, competence, decision-making and resolution invalid analogy the provisions of this Act on the membership meeting.

§ 665

(1) The meetings of all individual member must be the same. Completion of the program under § 643 is not allowed.

(2) The ability of members' meeting a quorum is determined by the sum of the total votes of all members present at all meetings of the sub-member.

(3) adoption of resolutions shall be determined from the total sum of all votes cast for all sub-member meetings together.

§ 666

If you need a certificate of adoption decisions meeting of members a public document, it must be a decision on each individual member's meeting witnessed a public document.

§ 667

(1) To be the partial member meetings decided on a matter which directly affects the legitimate interests of the team member, especially if it is to be decided by the opposition members against the decision to exclude it, invite that member to each individual member's meeting, a written invitation and has the right to participate in the meeting of members in sub-section that they are concerned.

(2) If a member asks to speak before the vote of members in the matter, which concerns it will allow him to comment, especially to his defense against a proposal to reject the objections and confirmation of the decision to exclude.

(3) The partial meeting of members pursuant to paragraph 1 shall be convened so that the member concerned the opportunity to attend the fair each.

§ 668

The results of all meetings and resolutions adopted by individual Member meetings in full without delay publish a notice board vyvešeným for at least 60 days from the date of the last partial meeting of members on the information board of the cooperative.

The Assembly of Delegates

§ 669

(1) The statutes may determine that the scope of the meeting of members shall carry out all or part of the Assembly of Delegates, in which case the statutes designate

a) the scope and Assembly of Delegates

b) the rules for inclusion of all team members in each constituency delegates (the "constituency").

(2) If application of statutes nevymezí Assembly of Delegates, rule, act as the Assembly of Delegates meeting of members and a full membership meeting nesvolává.

§ 670

(1) The Assembly of Delegates is prohibited to set up a team which has fewer than 200 members.

(2) expiration of 90 days from the date on which the number of team members has fallen below the limit specified in paragraph 1 shall cease to have an arrangement of the statutes and the effectiveness of the delegates shall cease operation of all delegates. Nearest membership meeting convened after the deadline in the first sentence of the procedure under § 636 and 640 indicate the statutes into conformity with this Act.

(3) Paragraph 2 shall not apply if the number of members fall below the limit specified in paragraph 1, lasted for less than 90 days.

§ 671

(1) Constituencies created and deleted according to the rules fixed by the Board in its statutes.

(2) Each team member is classified into one of the constituencies. No one shall be assigned to multiple constituencies.

(3) The Statutes shall determine the assignments of members to the various constituencies.

Establishment and termination functions delegate

§ 672

(1) For each constituency shall be elected a delegate from among the members included in this constituency.

(2) Delegate elected and recalled by the members included in the constituency. In the election and removal of any member delegate has one vote, unless the statutes determines that a higher number of votes entitled to vote and delegate the team member who is in default in meeting deposit requirements.

§ 673

(1) Termination of the constituency ceases function delegate who was elected a member of the defunct included in the constituency.

(2) The delegate election and dismissal of the § 631 to 634 shall apply mutatis mutandis.

(3) Elections provides delegates and organizing board.

§ 674

(1) The delegate shall be elected for a term designated by the statutes, which must not be longer than 5 years.

(2) Where the statutes do not determine the length of the term in accordance with this Act, the term of 5 years.

(3) function terminates the delegate election of a new delegate, but not later than the last day of his term.

§ 675

(1) A delegate may at any time be removed from office.

(2) A delegate may resign by written declaration. Delegate Function terminates the delivery of a statement to the headquarters team.

§ 676

Change the number of members enrolled in individual constituencies has resulted in cessation of existing delegates or holding new elections of delegates.

§ 677

Rights and duties of a delegate

(1) delegate carries out his duties in person.

(2) A delegate shall act in accordance with the interests of the members included in the constituency in which he was elected.

(3) The delegate shall inform the members to convene a meeting of delegates, the delegates proposed program and seek their guidance and act in accordance with the opinion of the majority members.

(4) The delegate shall inform the members about the course and passed resolutions of each meeting of delegates and provide them for inspection of all related documents and information.

List of delegates

§ 678

(1) team keeps a list of delegates.

(2) The list of delegates is written the name and address of the delegate designated by him or other mailing address, day and date of and reason for termination of his office.

(3) The member has the right to the list of delegates to inspect and make copies thereof and extracts.

§ 679

(1) The delegate shall have the right to inspect the list and request a free issue of confirmation of their function and content of its registration in the list of members. The statutes may provide that the delegate, which requires that certification more often than once a year, the team will pay the reasonable costs associated therewith.

(2) Data entered in the list of delegates can only use the team for their needs in relation to members of the team. For any other purpose such data may be used only with the consent of delegates, which the data relate.

§ 680

(1) The cooperative shall issue to each Member for his his written request for reimbursement and a copy of a list of all the delegates or the required parts list, and without undue delay of receipt of the request.

(2) The Board will look into every part of the list if a legitimate interest in this consultation or demonstrate written consent of the delegate to which the registration relates; delegate signature must be authenticated.

§ 681

The data in the list of delegates including any amendments to keep the team for 10 years from the date of termination of the person to whom the information relates.

§ 682

(1) The obligation to participate in the assembly of delegates and alternate delegates to the delegate, if they represent the absent delegates.

(2) The right to participate in the Assembly delegates are also members of the Board and Audit Committee, and the liquidator of the person for whom this is provided by other legislation or determined by statute.

(3) If any of the persons mentioned in paragraph 2 of the word, it is granted before the voting begins.

§ 683

(1) If the Assembly of Delegates to decide an issue that directly affects the legitimate interests of the member, particularly if it is to be decided by the opposition members against the decision to exclude it, invite that member to the assembly delegates sent him a written invitation to the address of residence mentioned in the list of members, this member has the right to participate in the Assembly of Delegates, which concerns it.

(2) If a Member referred to in paragraph 1 the word of the delegates before the vote on a matter which concerns it will allow him to comment, especially to his defense against a proposal to reject the objections and confirmation of the decision to exclude.

§ 684

Vote

(1) The right to vote in the Assembly of Delegates have only delegates and alternates of delegates representing the absent delegates.

(2) Each delegate has as many votes as votes for the consideration of the matter, the members included in the constituency in which he was elected, unless the statutes provide otherwise. When this procedure is determined number of members enrolled in the electoral district to the seventh day preceding the day on which the Assembly of Delegates convened, no subsequent changes in the number of members and their votes shall be disregarded.

Convening the Assembly of Delegates

§ 685

(1) The Board shall convene a meeting of delegates, if it was asked to control board or 10% of the elected delegates, whose performance on receipt of the request the Board did not die, do not determine if statutes lower number of authorized delegates.

(2) At the request of the Audit Committee or delegates referred to in paragraph 1 or in the important interests of the cooperative assembly of delegates convene at least one third of board members, the liquidator or control board, if it was to convene a board of directors and did so without undue delay after the obligation was .

§ 686

(1) Unless the delegates convened at the request of the Audit Committee or delegates in accordance with § 685 paragraph 1, the Board of Directors to be held within 30 days after receipt of the request, it shall summon the person or authority referred to in § 685 paragraph 2

(2) If such person or authority referred to in § 685 paragraph 2 does not do so within 10 days after the deadline for convening of the Assembly of Delegates by the Board may convene a meeting of delegates and all operations connected with it to make a person authorized in writing by all the delegates who to convene a meeting of delegates requested.

§ 687

If the delegates convened at the request of the Audit Committee or delegates in accordance with § 685 paragraph 1, a quorum is one who is summoned, shall convene a meeting of delegates spare, this is not true, they took the control board or the delegates referred to in § 665 paragraph 1 application back.

Invitation to the Assembly of Delegates

§ 688

(1) The person or authority shall notify the convening of the delegates sent a written invitation to all delegates to the delegate's home address, listed in the list of delegates.

(2) If a delegate has notified a different delivery address, sends him an invitation to the delivery address.

(3) Invitation to the Assembly of Delegates also publish information on the cooperative board, the articles may designate another appropriate method of publication.

§ 689

(1) contains at least Invitation

a) the name and address of the cooperative,

b) the place and time of opening of the Assembly of Delegates, place and time of the delegates must be designed so that as little as possible, limiting the ability to delegate it to participate

c) an indication whether the Assembly convened delegates or alternate delegates meeting, and

d) program of the Assembly of Delegates.

(2) The invitation shall be accompanied by all supporting documents to the individual issues the Assembly of Delegates.

(3) The Cooperative is obligated to inform its members about the possibility to examine all documents relating to various issues the Assembly of Delegates.

§ 690

Completion of the Assembly of Delegates

(1) At the request of the delegates or authorized to require that a meeting of delegates determined by their board of classified matter on the agenda of the Assembly of Delegates. If the request is received after sending invitations, inform the board of delegates present at the meeting convened by the delegates. The obligation to convene a new Assembly of Delegates is not affected.

(2) The Assembly of Delegates be sending invitations to delegates after the change.

§ 691

(1) To assess the ability of the delegates to adopt a resolution and determination of the number of votes needed for adoption of a resolution to count only the votes of the delegates, whose performance to date of the last Assembly of Delegates.

(2) The ability of Delegates meeting a quorum is not affected by the fact that in one or more constituencies is the date of the Assembly of Delegates elected a delegate, this does not apply if the Board knew that in one or more constituencies is selected and no delegate members included in these districts had not informed of this fact.

§ 692

The Assembly of Delegates shall constitute a quorum if an absolute majority of the delegates having together at least a majority of votes, if required by this Act or the articles of the presence of delegates having a higher number of votes.

§ 693

The Assembly of Delegates shall act by majority vote of delegates present, if required by this Act or the articles of a higher number of votes needed.

§ 694

If the resolution to be adopted by the delegates of some of the matters specified in § 650, paragraph 2, the Assembly of Delegates shall be a quorum if attended by delegates who represent at least two thirds of the team, and the order shall be taken by delegates who represent at least two thirds of the members represented at the meeting.

Replacement Assembly of Delegates

§ 695

If the Assembly of Delegates shall be a quorum, shall convene the person who convened the initial meeting of delegates, if still necessary, without undue delay, substitute the delegates with the same agenda, in the same manner as the original Assembly of Delegates and a separate invitation.

§ 696

Replacement delegates are meeting a quorum is present if at least 10% of all elected delegates, but at least five delegates.

Assembly of Delegates Meeting

§ 697

Each member has the right to obtain a copy of the minutes of the Assembly of Delegates, its annexes and all supporting documents provided by the delegates; determine if the statutes so provide, the cooperative will pay the costs reasonably incurred in its acquisition.

§ 698

The results of all meetings and resolutions adopted in full without delay publish a notice board vyvešeným for at least 60 days from the day of the Assembly of Delegates on the information board of the cooperative.

Alternate Delegate

§ 699

The statutes may determine that, in addition to the delegate elected as an alternate delegate. For each delegate can be elected only one alternate delegate.

§ 700

(1) In exercising the function, the alternate delegate to the same rights and obligations as a delegate. If a delegate can not attend the Assembly of Delegates, it may participate and vote on it by his alternate. The provisions of this Act shall apply to delegates alternate delegates accordingly.

(2) Delegate who is unable to attend the Assembly of Delegates, an alternate shall inform the convening of the Assembly of Delegates.

(3) Determine if the statutes so provide, an alternate delegate must be notified regardless of the delegate to convene a meeting of delegates.

§ 701

On termination of the delegate is becoming his alternate delegate for the remainder of the term for which he was a delegate whose functions ceased, was elected.

Resolution of the Assembly of Delegates Invalidity

§ 702

(1) Each member, liquidator or a member of the Board or Audit Committee may rely on the invalidity of Resolution of the Assembly of Delegates in accordance with the provisions of the Civil Code concerning the invalidity of the resolution, Member Society meeting conflict with the law or the statutes.

(2) the absence of applied pursuant to paragraph 1 within the statutory period, or if no motion of no invalidity granted, the resolution can not force the delegates already reviewed, unless another law provides otherwise.

(3) The reason for invalidity of the resolution and its delegates are in conflict with morality.

§ 703

Resolution of the Assembly of Delegates is not invalid merely because that

a) the positions of the constituencies was carried out in contravention of this Act or the articles of associations,

b) one or more constituencies is the date of the Assembly of Delegates elected a delegate or his alternate,

c) the alternate delegate to the assembly delegates could not attend because he was a delegate who did not attend the Assembly of Delegates, convening informed about his or

d) delegate infringing clenu resolutions included in the constituency for which he was elected.

§ 704

For the delegates to § 44 paragraph 1, § 637-639, § 656, 657 and 659 apply mutatis mutandis.

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