First of all, it is a necessary condition and procedure to formulate the articles of association of farmers' professional cooperatives. Among the five conditions stipulated in Article 10 of the Farmers' Professional Cooperatives Law, the second one is "having articles of association that conform to the provisions of this Law"; Of the seven documents that should be submitted to the administrative department for industry and commerce for the establishment of farmers' professional cooperatives as stipulated in Article 13 of the Farmers' Professional Cooperatives Law, the third one is "the articles of association of all promoters and their signatures and seals".
Secondly, the formulation of the articles of association is the embodiment of the democratic will of all sponsors, the expression of the true meaning of all sponsors, and the main basis for the democratic management of cooperatives. The Law on Farmers' Professional Cooperatives attaches great importance to the formulation of articles of association, among which 4 1 mentions "articles of association"; And clearly stipulates that there are 25 specific matters that need to be stipulated in the articles of association; There are two provisions that are "unless otherwise stipulated in the articles of association, those provisions shall prevail". How to set up a cooperative, how to operate after it is set up, and how to realize democratic management, we must try our best to think it over. The solution to specific problems can be specified as clearly as possible in the articles of association. This will not only prevent the cooperatives from having no rules to follow after problems arise, but also prevent them from having the final say and going against the wishes of other founders in the future. We in China, especially farmers, lack the tradition and quality of democracy. When we formulate the articles of association, all founders can fully express their wishes and cultivate their democratic consciousness. When formulating the articles of association, every founder should fully express his opinions, reach an agreement on each item, don't be embarrassed to speak, and don't go against his will. Once the articles of association are formulated, each founder must sign and seal them and strictly abide by them.
Third, we should proceed from reality when formulating the articles of association. Farmers' professional cooperatives in different industries have great differences in products and insurance fields, so the formulation of the articles of association of farmers' professional cooperatives must conform to the actual situation of cooperatives. When drafting the articles of association, you can refer to the model articles of association of farmers' professional cooperatives, but you must proceed from the reality of the cooperatives and never simply copy the model articles of association.
Two, "farmers' professional cooperatives" articles of association should be clearly defined.
Article 12 of the law stipulates that the articles of association of farmers' professional cooperatives shall include ten items, at least 25 specific items:
(1) Name and domicile
1, name. The name of farmers' professional cooperatives consists of administrative division, shop name, industry or business characteristics and professional cooperatives in turn. Within the jurisdiction of the competent registration authority, it shall not be the same as or similar to the name of the registered farmers' professional cooperative and the name of the enterprise. Otherwise, the name or trademark will be infringed and cannot be protected by law.
2. residence. The main office premises or business activities of farmers' professional cooperatives shall be stipulated in the articles of association. There can only be one residence of a farmer's professional cooperative registered by the registration authority. The domicile shall be within the jurisdiction of the registration authority, and the home address of the members of the farmers' professional cooperatives may also be registered as the domicile.
(II) Business scope
Providing services such as purchasing agricultural means of production, selling, processing, transporting and storing agricultural products, as well as technologies and information related to agricultural production and operation for producers and operators of similar agricultural products. For the business projects that must be approved before registration according to laws, administrative regulations and the State Council decisions, the business scope shall be approved according to the business projects licensed or approved by the relevant state departments; Business projects that do not involve pre-licensing may be approved in accordance with the Regulations on the Registration and Management of Farmers' Professional Cooperatives or with reference to the middle and lower categories in the National Economic Industry Classification and Code Table (see attached table).
(three) membership and membership, withdrawal and expulsion.
3. Membership. Under the framework of article 14 of the law, the affiliation of the business scope can be determined by itself.
4. Join a cooperative: The conditions, procedures and formalities for members to join a cooperative shall be stipulated in the articles of association of the cooperative.
5. Withdrawal: Members can only make statements within the specified time. The specified time mentioned here refers to article 19 of the law: if a natural person withdraws his shares, he shall submit it to the chairman or board of directors three months before the end of the fiscal year (that is, September of each year); Members of enterprises, institutions and social organizations who quit the club shall submit their resignations six months before the end of the fiscal year (that is, in June each year); Second, in addition to the legal provisions, the articles of association can also stipulate their own withdrawal time. Unless otherwise stipulated in the articles of association, the withdrawal of members of the association shall be implemented in accordance with its provisions.
6. Delete: The conditions and procedures for the removal of members shall be stipulated in the articles of association of the cooperative. This article must be clearly stipulated in the articles of association, otherwise the cooperative will be helpless if its members fail to perform their obligations or violate the regulations in the future.
(4) Rights and obligations of members. In addition to the rights and obligations of members stipulated in Articles 16 and 18 of this Law, what rights and obligations members of this cooperative should enjoy and perform should be clearly and specifically stipulated in the articles of association of this cooperative.
(five) the organization and its methods of formation, functions and powers, term of office and rules of procedure.
7. A general assembly of members must be established as the highest authority. Who shall convene the general meeting of members, the chairman of the board of directors or the board of directors, and the articles of association shall make specific provisions. In addition to exercising the functions and powers stipulated in Article 22 of this Law, the general meeting of members also needs to exercise these functions and powers according to the actual needs of society, and the articles of association should make specific provisions. In addition to the two forms of convening an extraordinary shareholders' meeting stipulated in Article 24 of the Company Law, the circumstances under which an extraordinary shareholders' meeting can be convened shall be specified in the articles of association.
8. Whether to establish a member congress with more than 150 members shall be stipulated in the articles of association. If a member congress is established, it shall be stipulated in the articles of association whether to exercise part or all of the powers of the member congress.
9. The director must be identified as the legal representative. Whether or not to establish a Council is stipulated in the articles of association.
10. Whether to set up an executive supervisor or a board of supervisors shall be stipulated in the articles of association.
1 1. Where an executive supervisor or a board of supervisors is established, the functions and powers of the chairman, directors, executive supervisor and board of supervisors shall be clearly defined in the articles of association.
12, the number of members of the organization and the term of office shall be stipulated in the articles of association.
13. The attendance at the general meeting of members must reach more than two thirds; The election or resolution must be passed by the voting rights of the cooperative members12, and the resolution to amend the articles of association or to merge, split or dissolve must be passed by more than two thirds of the voting rights. In addition, the articles of association can also stipulate a higher number of voting rights, such as 3/4, but not less than 2/3, for resolutions to amend the articles of association or to merge, split or dissolve. The provisions of the superior, from its provisions. The general meeting of members must have one person and one vote. Additional voting rights cannot exceed 20%.
14. If there is a board of directors and a board of supervisors, the members of the board of directors and the board of supervisors can only have one person and one vote when making decisions, and cannot exercise additional voting rights.
(6) The mode and amount of contribution of the members.
15, submitted by members. This is the obligation of members to the cooperative. As for how much each member should contribute, what is the minimum and maximum amount, the articles of association should make specific provisions.
16. The mode of contribution of members is stipulated in the Articles of Association. Money can contribute, and physical objects and intellectual property rights can contribute at a fixed price; But:
17. The land contractual management right cannot be invested at a fixed price.
18. Labor services cannot be invested at a fixed price.
19. Members who have a large capital contribution or transaction volume (amount) with this cooperative can enjoy additional voting rights. The amount of investment is relatively large, and the transaction volume (amount) is relatively large. There should be several additional voting rights, and the articles of association should make specific provisions. Specific provisions should be made in the articles of association on which matters cannot be voted and which matters can be voted with additional voting rights. However, regardless of the investment amount and transaction amount, the additional voting rights of members cannot exceed 20%.
20. There is no upper or lower limit on the registered capital of cooperatives in law. Farmers' professional cooperatives shall be formulated by themselves according to their own production and operation needs.
(seven) financial management and surplus distribution, loss handling.
2 1. Farmers' professional cooperatives have a surplus, and generally should first withdraw the provident fund. The distributable surplus is only after the provident fund is withdrawn. However, whether to withdraw the provident fund and the proportion of withdrawal shall be stipulated in the articles of association. If the provident fund is withdrawn, it must be quantified as the share of each member and can also be converted into the contribution of each member. At present, there are three ways to quantify the provident fund: one is to quantify the contribution of members; The second is to combine the investment and transaction (amount) of members, each accounting for a certain proportion to quantify; The third is to simply quantify the transaction volume (amount). How to quantify it should be stipulated in the articles of association.
22. surplus distribution. According to the proportion of transaction amount (amount) between members and cooperatives, the total amount of return shall not be less than 60%. The specific amount of return shall be stipulated in the articles of association.
(8) Procedures for amending the Articles of Association
(9) Reasons for dissolution and liquidation methods.
23. The articles of association shall specify the reasons for dissolution. If the articles of association can stipulate the duration of the cooperative, it can stipulate the completion of specific business. When the reasons for dissolution stipulated in these regulations appear, the general meeting of members or the general meeting of members may decide to dissolve the cooperative, but there must be more than one member of the cooperative.
More than two thirds of the voting rights are passed. The articles of association can also make higher provisions on the number of voting rights for the cause of dissolution, such as 3/4. If the general meeting of members is unwilling to dissolve the cooperative, it may amend the articles of association, but it shall register the change.
24. liquidation measures. According to the law, but it should be detailed.
(10) Announcement items and release methods
Three, other matters required by the articles of association of farmers' professional cooperatives.
Article 12 of the Law on Farmers' Specialized Cooperatives states the following items in the articles of association of farmers' specialized cooperatives, and item 11 states other items that need to be stated. So, what is "other matters that need to be stipulated"? At least the following six items:
(1) trading with cooperatives is one of the obligations of members (article 18, item 3, of the law). Members can trade with cooperatives by selling agricultural products, purchasing the means of production and agricultural inputs of cooperatives, and using the technology, information, storage and transportation services provided by cooperatives for compensation. The articles of association shall specify the trading volume, trading amount, trading content and trading time of members to the cooperative.
(2) It is one of the obligations of a member to bear losses to the cooperative (item 4 of Article 18 and paragraph 2 of Article 2 1 of the Law). Members must not only bear the losses of the cooperative during its existence, but also the members whose qualifications are terminated must share the losses of the cooperative before their qualifications are terminated. How to undertake, according to what proportion and standard, the articles of association should make specific provisions.
(3) If the membership is terminated, the farmers' professional cooperative shall return the amount of capital contribution and the share of provident fund recorded in the members' accounts, and the manner and time limit of return shall be stipulated in the articles of association (Article 2 1 of the Law).
(4) The articles of association of the member whose qualification is terminated shall stipulate the debts of the cooperative before his qualification is terminated (Article 2 1 of the Law).
(5) Whether the cooperative's funds can be lent to others and whether the cooperative's assets can provide guarantees for others shall be stipulated in the articles of association (Article 29 of this Law).
(six) the articles of association shall make clear and specific provisions on the scope of the exercise of additional voting rights. What matters can be exercised with additional voting rights and what matters cannot be exercised with additional voting rights should be fully discussed by all promoters and clearly written into the articles of association to prevent a few people from having the final say and abusing additional voting rights.