3.3.1.2 Participatory governance and the Koispe legal form

Koispe’s governance structure is rather complex. In principle, the capital of Koispe is divided into cooperative shares, which can be acquired, by three types of members and corresponding member categories.1 All Koispe members, regardless of their member category, are obliged to acquire at least one mandatory cooperative share. The rules pertaining to the Koispe members constitute a combination of rules included in the Mental Health Services Law of 1999, the Social Entrepreneurship Law of 2011, its amendment of 2016 and the applicable legal framework regarding civil cooperatives in Greece.2 Accordingly, the corresponding member categories are divided into the following:

The newer Social Entrepreneurship Law of 2011 and its amendment of 2016 stipulate that the Koinsep should be – in general – allowed to have legal persons as members to a limited extent only. The number of members-legal persons should not exceed the rate of one third (i.e. 33.33%) of the total amount of the members of the Koinsep. The general rule differs from the special and more restrictive rule included in the older Mental Health Services Law of 1999 concerning Type C members, which can be legal persons. According to the special rule, the members-legal persons of the Koispe cannot exceed 20% of the total number of the Koispe members. However, the later general law does not repeal the prior special law.

Moreover, as a general rule public entities and municipal authorities are excluded from the membership and ownership of cooperative shares in the Greek Koinsep. The Koinsep of Integration, however, is exempted from this general rule.3 In particular, legislation stipulates that public entities can participate as members in the Koinsep of Integration, subject to the approval of the public institution that scrutinises them.4 The exception applies also to the Koispe legal form mutatis mutandis, which in that case should seek the approval of the Greek Ministry of Health.

According to the applicable laws, the governance of the Koispe is exercised jointly by three governing bodies: (i) the general meeting of members (hereafter ‘general meeting’); (ii) the management board; and (iii) the supervisory board. The general meeting is the highest decision-making body of the Koispe. It has the competence to make important decisions, such as the amendment of the terms in Koispe’s constitutional documents, the determination of the annual management plan, the annual financial control and the scrutiny over operations.5 All types of members (Type A, B and C) are entitled to attend the general meeting and vote following the ‘one man, one vote’ rule. The general meeting elects, appoints and supervises the members of the management board and of the supervisory board. Where any infringement occurs the general meeting is the competent body to discharge the liability of the members of the management or supervisory board, or terminate membership. Termination may take effect at any time for a good reason that constitutes breach of the members’ duty of care or inability to exercise good governance. Moreover, the general meeting makes decisions regarding the financial position and strategy of the Koispe. It approves the annual balance sheet and the annual accounts.

The management board is in charge of the daily management. Its competence is stipulated in the SoA of the any Koispe and the legal framework concerning the Koispe and the Koinsep. For instance, the management board coordinates the economic management of the organisation.6 Such competence requires, amongst others: (i) the administration of the purchase of assets and consumable goods; (ii) the hiring or dismissal of staff; (iii) the representation in transactions with public authorities and third parties; and (iv) the conclusion of contracts with third parties. However, except for managerial decisions the management board has a more significant role in: (i) convening regular and extraordinary general meetings; (ii) determining the issues to be discussed; (iii) preparing annual accounts for approval; and (iv) admitting new members in accordance with the provisions of the SoA and the Koispe and the Koinsep legislation.7

The Mental Health Services Law of 1999 dictates that the general meeting appoints members of the management board of the Koispe by voting. The same law requires that the board comprise a maximum of seven members representing the different member-categories, i.e. Type A, B or C. Of these categories, a maximum of five members must belong to categories B and C, and a maximum of two members must belong to Type A.

Additionally, Type A members are only permitted to become members of the management board where they are not in full privative judicial assistance, i.e. their legal capacity is not limited nor deprived by law, and they are consequently in a position in which they can exercise legal transactions.8