Einde inhoudsopgave
Social enterprises in the EU (IVOR nr. 111) 2018/2.5.2.1
2.5.2.1 General meeting of the members
mr. A. Argyrou, datum 01-02-2018
- Datum
01-02-2018
- Auteur
mr. A. Argyrou
- JCDI
JCDI:ADS591641:1
- Vakgebied(en)
Ondernemingsrecht / Rechtspersonenrecht
Voetnoten
Voetnoten
Art. 5 of the Social Entrepreneurship Law of 2011 and art. 6(1) of the Law concerning Civil Cooperatives 1986. See also art. 19 of the Law 4430/2016 concerning Social and Inclusive Economy and Development of its Institutions and Other Provisions.
Such as, amongst others: (i) the amendment of the statute of association; (ii) the merger, the extension of the duration of, the dissolution of, and the revival of the cooperative;(iii) the adoption of any balance sheet and/or profit and loss account; and (iv) the election and the discharge of the managing committee from any responsibility and their representatives and any dismissal of the members of the managing committee. See art. 6(2), of the Law concerning Civil Cooperatives 1986.
ibid art. 5(3).
Social Entrepreneurship Law of 2011, art. 5(2) and the Law concerning Civil Cooperatives 1986, art. 5(8).
ibid. The period was reduced to 30 days in the amended regime in Law 4430/2016 concerning Social and Inclusive Economy and Development of its Institutions and Other Provisions.
The general meeting of the members (English translation for the Greek term ‘Γενική Συνέλευση των Μελών’ – below referred to as the ‘general meeting’) is the highest decision-making body of the Koinsep.1 The general meeting has the exclusive competence to decide on the most important issues of the cooperative, and the general competence to make the most important decisions related to any matters with respect to the cooperative’s affairs.2 It can also exert supervisory power and control over the managing committee (English translation for the Greek term ‘Διοικούσα Επιτροπή’ below referred to as the managing committee) of the Koinsep.
Legislation requires the general meeting to decide validly and legitimately pursuant to a quorum and according to the applicable laws and terms included in the Koinsep’s SoA.3 Legitimate decisions are made in good faith based on the social objectives and following the basic principles applicable to cooperative organisations. These decisions of the general meeting, which are particularly contradictory or conflicting with the applicable legislation to Koinsep or with the content of the Koinsep’s SoA are automatically void and invalid by force of law and they do not produce any legal effects.4 Other decisions of the general meeting can be declared void by a Greek court following the filing of a claim by the members or anyone with a legal interest. Claims against the decisions of the general meeting can be filed within an exclusive period of one year from the date of their issuance at the competent court of the area where the Koinsep maintains its statutory seat.5