AgroPols

Polijas Kooperatīvu likums. Angļu valodas tulkojums

 

 

OJ 1982 No. 30, item. 210

LAW

of 16 September 1982.

cooperative law

PART I

COOPERATIVES

TITLE I

common provisions

DIVISION I

Cooperative and its statutes

Art. 1. § 1. The cooperative is a voluntary association of an unlimited number of people with variable composition and variable share fund, which, in the interests of its members has a common activity.

§ 2. The cooperative can lead social activities and educational - cultural to its members and their environment.

Art. 2. Cooperative operates under this Act, other laws and the registered by-laws.

Art. 3. The property is privately owned by the cooperative members.

Art. 4 (repealed)

Art. 5. § 1. The statutes of the cooperative shall specify:

1) the name with the addition of "cooperative" or "cooperative" and specifying its location;

2) The object of the cooperative, and the duration, as long as it was founded for a specified period;

3) the amount of the entry fee and the amount and number of shares that a member is obliged to declare that the time limits and the recovery and the effects of

Based on: i.e., Dz. U. of 2016. Pos. 21, 996, 1250.

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a failure to share in the period; if the statute provides for payment of more than one share, may determine their upper limit;

4) the rights and obligations of members;

5) the rules and procedure of accepting members, speaking membership, plotting and exclusion of members;

6) the principle of convening general meetings, debating them and adopt resolutions;

7) rules and mode of election and dismissal of members of the cooperative;

8) the principle of separation balance surplus income (general) and the losses of the cooperative.

§ 2. Furthermore, the statutes should contain provisions which require the introduction of the provisions of this Act, and may contain other provisions.

PART II

Mode setting and logging cooperatives

Art. 6 § 1. Persons wishing to set up a cooperative (founders) establish cooperative statute, confirming its acceptance by submitting underneath their signatures, and shall choose the cooperative bodies, the choice of which must be in accordance with the statute to the competence of the general meeting, or in the composition of the organizing committee at least three people.

§ 2. The number of the founders of the cooperative can not be less than ten, if the founders are individuals, and three, if the founders are legal persons. The cooperatives of agricultural production number of founders - individuals can not be less than five.

§ 2a. Natural persons and legal persons carrying on a farm within the meaning of the regulations on agricultural tax, or involved in agricultural activities in the field of special branches of agricultural production only to organize:

1) in a group of agricultural producers within the meaning of the Act of 15 September 2000. On agricultural producer groups and their relationships and other acts (Dz. U. No. 88, item. 983, as amended. Amended1))

1) Amendments to the Act were published in the Journal. U. of 2003. No. 229, item. 2273, 2004. No. 162, item. 1694 2005. No. 175, item. 1462, 2006. No. 251, item. 1847 to 2008. No. 98, item. 634 and 2015. Pos. 1888.

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2) in the pre-recognized groups of fruit and vegetable producers and recognized producer organizations of fruit and vegetables within the meaning of the Act of 19 December 2003. On the organization of the markets in fruit and vegetables and the market in hops (Dz. U. of 2011. No. 145, item. 868, as amended. amendments 2))

- May set up a cooperative, where the number of founders can not be less than five.

§ 3. (repealed)

§ 4. (repealed)

§ 5. (repealed)

§ 6. (repealed)

Art. 7. The cooperative is subject to entry in the National Court Register.

Art. 8. (repealed)

Art. 8a. (Repealed)

Art. 9. (repealed)

Art. 10 (repealed)

Art. 11. § 1. The cooperative acquires legal personality upon its entry into the National Court Register.

§ 2. The acts committed in the interest of the cooperative before the registration of persons acting until the registration of the cooperative shall be liable to third parties jointly and severally. For the obligations arising from these activities corresponds to the cooperative after its registration as the drawn by themselves. However, the person acting before the registration of the cooperative shall be liable to her by civil law.

Art. 12 (repealed)

Art. 12a. § 1. The amendment to the statute of cooperatives requires a resolution of the General Meeting adopted by a majority of 2/3 votes.

2) Amendments to the consolidated text of the Act were published in the Journal. U. of 2012. Pos. 243 and 1258 of 2014. Pos. 1662 and 2015. Pos. 308 and 1,419.

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§ 2. The Management Board shall resolution to change the statute to report within thirty days from the date of its adoption to the court registry, accompanied by two copies of the meeting minutes.

§ 3. Changing the Statute has no legal effect before entering into the National Court Register.

Art. 13 (repealed)

Art. 14. The authority competent to publish the notices cooperative provided for in the legislation is the "Monitor Cooperative" awarded by the National Cooperative Council, with the exception of advertisements placed on the basis of separate provisions in the Court and Economic Monitor.

DIVISION III

Members, their rights and obligations

Art. 15. § 1. The cooperative has at least ten members, a cooperative agricultural production and the cooperative referred to in Article. 6 § 2a, at least five members, insofar as the statute does not require a greater number.

§ 2. The member of the cooperative may be any natural person with full legal capacity, which meets the requirements specified in the statute, unless the law provides otherwise.

§ 3. In addition, the statute may determine the cases in which it is acceptable to the membership of people with limited legal capacity or not having this ability. Such persons can not be members of the cooperative bodies. The general meeting they contribute through their legal representatives.

§ 4. The members of the cooperative may also be legal persons, unless the statute provides otherwise.

§ 5. Cooperative, whose members under the statute are only legal, it must consist of at least three members.

Art. 16. § 1. Admission to the member is making a declaration. The declaration should be submitted under the nullity in writing. Signed by acceding to the cooperative declaration should contain the name and place of residence, and if joining is a legal person - its

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name and address, the number of declared shares, data on inputs, if the statute provides for the payment of, as well as other data provided for in the statute.

§ 2. The writing is declared as further shares, and any changes to the data contained in the declaration.

§ 3. A member in a declaration or in a separate written statement made cooperative indicate a person whose cooperative is required to pay after his death stakes. The law of this title does not belong to decline.

Art. 16a. The heir of a deceased member of the cooperative inherits the shares, if it is a member of the cooperative, or made a declaration to join the cooperative. If the heirs are more than one, they should identify themselves one of which is entitled to the shares, unless they share interests between the heirs of those who have made a declaration to join the cooperative. Cooperative may refuse to admit members of the heirs inherit shares if they meet the requirements set out in the statute.

Art. 17. § 1. The founders of the cooperative, who signed the statute, become members of the cooperative upon its registration. Joining the cooperative after its registration become members of the cooperative at the time of their adoption by the cooperative.

§ 2. Adoption should be determined on a declaration signed by two board members or persons to do so by the board authorized from the date of adoption of the resolution. This also applies when changing the data on declared shares or contributions.

§ 3. If the statute provides otherwise, the resolution on the adoption should be taken within one month from the date of the declaration. The resolution on the admission of members and of refusing to adopt the resolution concerned must be notified in writing within two weeks from the date of its adoption. Notice of refusal should include a justification.

§ 4. The Statute of the cooperative should indicate the authority competent to adopt the cooperative members. If the body is not the General Assembly, the Statute should indicate the authority to which the appeal is from a decision refusing to adopt, and specify the time-limits and the consideration of this appeal.

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Art. 18. § 1. The rights and obligations of membership in the cooperative are all members equal.

§ 2. A member of the cooperative has the right to:

1) participate in the general meeting or meeting of the membership;

2) elect and be elected to bodies of cooperatives;

3) the receipt of a copy of the statutes and regulations, familiar with the resolutions of the bodies of the cooperative protocols agenda bodies cooperative protocols vetting, the annual financial statements, contracts concluded by the cooperative with third parties, subject to Art. 81 paragraph. 1 of the Act of 15 December 2000. Housing Cooperatives (Dz. U. of 2013. Pos. In 1222 and 2015. Pos. 201);

4) consideration of a request by the competent authorities of the cooperative applications for its activities;

5) participate in the balance surplus;

6) to benefit cooperatives in the scope of its statutory activity.

§ 3. Cooperative may refuse the member access to contracts with third parties if this would violate the rights of those persons or if there is reason to fear that a member will use collected information for purposes contrary to the interests of the cooperative and the cooperative that would cause considerable damage. Refusal should be expressed in writing. A member who has been denied access to the agreements concluded by the cooperatives with third parties may submit an application to the court of registration of the cooperative commitment to make such agreements. The application must be submitted within seven days from the date of service of a member of a written refusal.

§ 4. A member of the cooperative are also entitled to other rights specified in the Act or in the statutes.

§ 5. The member is obliged to:

1) comply with the law, the statutes and regulations based on them;

2) care for the welfare and development of cooperatives and to participate in the implementation of its statutory tasks.

§ 6. The member also performs other duties specified in the Act or in the statutes.

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§ 7. The provisions of the Act, statutes and contracts concluded by the cooperative with its members define the rights and obligations of members arising from legal relations derived from membership in the cooperative.

Art. 19. § 1. The member is obliged to pay registration fee and pay the shares pursuant to the provisions of the statute.

§ 2. A member of the cooperative participates in covering its losses to the amount of declared shares.

§ 3. A member of the cooperative is not liable to the creditors of the cooperative for its obligations.

Art. 20. § 1. A member of the cooperative is obliged to declare share, if the statute does not oblige members to declare a larger number of shares.

§ 2. The statutes may provide for the payment of contributions by members of the ownership of cooperatives or to use them by the cooperative on the basis of another legal relationship. In this case, the statute should specify the nature and scope of the exercise cooperative rights to the contributions, the amount of contributions and their kind, if they are non-cash contributions, terms of their payment, the principles of pricing and reimbursement in the event of liquidation of a cooperative, of a member or termination of membership for other reasons, and in other cases provided for in the statutes.

Art. 21. The member can not be before the termination of the membership request reimbursement of payments made on the shares (but not for payments in excess of the number of shares, which require declaring the statute in force at the time of request of return). Reimbursement of these payments can not take place before the financial statements for the year in which the member appeared with demand and in the case when its shares were intended to cover losses cooperative (Art. 19 § 2). The manner and timing of return specified in the statute.

Art. 22. The member may withdraw from it by notice. Denunciation shall be effected under the nullity in writing. The term and the period of notice specified in the statute. The date of occurrence is considered the next day after the expiry of the notice period.

Art. 23 (repealed)

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Art. 24. § 1. A cooperative society may terminate the membership only by exclusion, or removal of the member.

§ 2. Exclusion of a member of the cooperative may occur in the event that his willful misconduct or gross negligence because of the continuous stay in a cooperative can not be reconciled with the provisions of the Statute of the cooperative or morality. The Statute shall specify the reasons for exclusion.

§ 3. Member niewykonujący statutory duties of the reasons for his undeserved may be removed from the register of members of the cooperative. The Statute shall specify the reasons for the deletion.

§ 4. Exclusion or deletion can make, according to the provisions of the statutes, the supervisory board or the general meeting of the cooperative. The authority, whose responsibilities include adopting resolutions on the exclusion or deletion is required to listen to the explanations of the member concerned cooperative.

§ 5. The authority, which adopted a resolution on deletion or exclusion is required to notify the member in writing, with reasons for the deletion or exclusion from the cooperative within two weeks from the date of adoption of the resolution. Justification should, in particular, represent motives that guided the cooperative body acknowledging that the behavior of a member of exhaustive evidence exclusion or deletion specified in the statute. Notice returned because of failure to notify a member of the changes specified by him address a legal delivery.

§ 6. If the competent authority on the exclusion or deletion of a member of the cooperative, in accordance with the provisions of the Articles of Association, the Supervisory Board, a member of the cooperative has the right to:

1) The appeal against the resolution on the exclusion or removal to the general meeting within the period specified in the statutes, or

2) bring a resolution of the supervisory board to the court within six weeks from the date of service of a member of the resolution of justification; the provisions of Article. 42 shall apply accordingly.

§ 7. In case of ineffective expiry of the deadline for consideration of an appeal by the general meeting, the deadline to appeal the court resolution of the supervisory board,

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referred to in § 6 point 2, runs from the date on which the appeal should be at least considered.

§ 8. In the case brought to the General Assembly appeal against the resolution of the Supervisory Board on the exclusion or deletion of a member of the cooperative has the right to be present when considering the appeal and support them. To appeal and its consideration of the provisions of the statute of the proceedings wewnątrzspółdzielczym.

§ 9. If the statute does not provide wewnątrzspółdzielczego proceedings, the deadline for filing an appeal referred to in § 6 point 1 shall be one month from the date of service of the notice of exclusion or removal with justification. The appeal should be considered at the next general meeting, but no later than twelve months from the date of appeal. The appellant is a member of the cooperative should be notified of the date of the general meeting at least three weeks before that date.

§ 10. Exclusion or cancellation becomes effective upon:

1) ineffective expiry of the deadline for appeal to a court resolution of the supervisory board, unless the member before that date, lodged an appeal against resolutions of the general meeting;

2) ineffective expiry of the deadline for lodging an appeal to the General Assembly of a resolution of the supervisory board, if the term is longer than the deadline for appeal to a court resolution of the board;

3) ineffective expiry of the deadline for appeal to a court resolution of the general meeting;

4) valid claim dismissed by the court to set aside the resolution of the supervisory board or the general meeting.

Art. 25. § 1. The Member of the deceased shall be deleted from the register of members of the cooperative with effect from the date on which the death occurred. Legal person is a member of the cooperative shall be deleted from the register of members with effect from the date of termination.

§ 2. If the deceased member left more than one heir, the heir should be in order to perform passing on the property rights of the deceased to establish a common proxy or specify the administrator appointed by the court with the appropriate application of the provisions of the Civil Code of the board of thing in common.

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Art. 26. § 1. The participation of the former member shall be paid on the basis of the approved financial statements for the year in which the member ceased to belong to the cooperative. The manner and terms of payment specified in the statute.

§ 2.3) The former member shall not be entitled to a share fund and other property of the cooperative, subject to Art. 125 § 5a.

Art. 27. § 1. A Member may dispose of its claims to the cooperative for payment of shares and the return of contributions or the payment of the equivalent to the efficacy of the date on which such claims become due.

§ 2. The creditor member can get the satisfaction of its shares only upon termination of membership.

§ 3. If the execution of another member of assets proves to be ineffective, a specific provision provides otherwise, a creditor may refer the member to the execution brought by member contributions. In this case, a member of a claim for a refund of contributions or equivalent becomes payable after six months of classes of contributions, unless the maturity of the claim was previously under other provisions.

§ 4. In case of seizure by a creditor member contributions which the means of production, the cooperative has the right to give priority to their acquisition in enforcement proceedings.

§ 5. Loans to cooperative member in respect of payments for shares are not subject to seizure to the creditors of the cooperative.

Art. 28. In the event of the liquidation within six months or the initiation of bankruptcy proceedings within one year from the date on which the member ceased to belong to the cooperative, he is obliged to co-operatives to contribute to covering its losses, as if he were still a member.

Art. 29. § 1. Claims for payment of shares, participation in surplus assets and the reimbursement of contributions, or their monetary equivalent shall expire after three years.

§ 2. (repealed)

3) Deemed unconstitutional on 10 February 2015. The extent to which it does not provide for the right of the former member of the housing co-operative, which is entitled to separate ownership of the premises, to the relevant part of the repair fund, on the basis of the Constitutional Court's judgment of 5 February 2015 ., ref. No. K 60/13 (Dz. U. pos. 201).

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§ 3. The provision of § 1 shall not apply to claims for restitution.

Art. 30. The Management Board of the cooperative shall keep a register of members containing their names and place of residence (in regard to the members who are legal persons - their name and seat), the amount declared and contributed shares, the amount of contributions to their type, if they are non-cash contributions , changes to these data, the date of acceptance as a member, the date of termination of membership and termination, as well as other data provided for in the statute. Member of the cooperative, his spouse and a creditor of a member or co-operative has the right to inspect the register.

Art. 31. The Board of cooperatives should give every member of his request a copy of the statute and the regulations issued under that statute.

Art. 32. § 1. The statutes may provide that, in certain cases between him and a member of the cooperative, the member has the right to appeal against the resolution of the body of the cooperative to another specified in the statute of the cooperative body in the proceedings wewnątrzspółdzielczym. In this case, the statute should specify the rules and procedures wewnątrzspółdzielczego, and in particular the time-limits and the outcome of the appeal.

§ 2. In the case brought by a member of an appeal to wewnątrzspółdzielczym limitation period and limitation periods shall be suspended until the end of the proceedings, however, for a period not longer than one year from the date on which body should consider the appeal.

§ 3. The provisions of the Statute of the proceedings wewnątrzspółdzielczym can not limit investigations by members of their rights through the courts. In the case of appeal by a member of a resolution in the proceedings wewnątrzspółdzielczym and judicial proceedings wewnątrzspółdzielcze is discontinued.

Art. 33 (repealed)

Art. 34 (repealed)

DIVISION IV

authorities cooperative

Art. 35. § 1. The bodies of the cooperative are:

1) the general meeting;

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2) the Supervisory Board, hereinafter referred to as "the Board";

3) the Management Board;

4) in cooperatives, in which the general meeting is replaced by a meeting of representatives - gather groups of States (art. 59).

§ 2. Elections to the bodies of the cooperative referred to in the preceding paragraph, they are carried out by secret ballot from among an unlimited number of candidates. The appeal body member also takes in a secret ballot.

§ 3. The statutes can envisage other bodies than those mentioned in § 1, consisting of members of the cooperative. In this case, the statute defines the scope of powers of these bodies and how to choose and dismiss their members.

§ 4. If the statute provides otherwise, when calculating the majority required for adoption of a resolution by the cooperative takes into account only the votes cast for and against the resolution.

§ 5. The mode of convening the meetings of the bodies referred to in § 1 point 2-4 and § 3, and the manner and conditions for adoption of resolutions by the authorities specified in the statute or under the rules of those bodies.

Chapter 1

The General Meeting

Art. 36. § 1. The General Assembly is the supreme organ of the cooperative.

§ 2. Each member has one vote regardless of the number of shares held. The Statute of the cooperative, whose members may be only legal entities can specify a different rule for determining the number of votes of the members.

§ 3. A member may participate in the general meeting by proxy, unless the law or the statutes provide otherwise. Legal persons who are members of cooperatives participate in the general meeting by established for this purpose proxy.

§ 4. A proxy may represent more than one member. The proxy shall be in writing under pain of nullity and attached to the minutes of the meeting.

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§ 5. A member of the board of the cooperative can not be a proxy at the general meeting. It does not apply to cooperatives of no more than ten members, unless the statute provides otherwise.

§ 6. An employee cooperatives may be a proxy at the general meeting only if it is also a member of the cooperative employed under a cooperative employment contract.

§ 7. A member is entitled to use at its own cost of legal aid or expert. Those assisting the member, are not entitled to speak.

§ 8. The general meeting shall have the right to participate in an advisory capacity representatives of the audit relationship in which the cooperative is affiliated, and representatives of the National Cooperative Council.

Art. 37. § 1. The statutes may provide that, where the number of members exceeds the number specified in it, the general meeting of members shall be replaced by the gathering of representatives. In this case, the statute should specify rules for determining the number of representatives and their selection and duration of representation.

§ 2. The meetings of representatives, the provisions of this Act and the statutes of general meetings.

§ 3. The time, place and agenda of a meeting of representatives must be notified of all members of the cooperative in the manner specified in the statute.

§ 4. The member who is not a representative to attend a meeting of representatives without voting rights.

Art. 38. § 1. For the exclusive jurisdiction of the General Meeting must:

1) adoption of the directions of development of economic activities and social and cultural;

2) examining the reports council, approving the annual reports and financial statements and passing resolutions to requests from members of the cooperative, the board or the board in these matters and the discharge of the members of management;

3) processing of applications submitted under the Protocol polustracyjnego by their activities and adopting resolutions in this regard;

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4) adoption of resolutions on the distribution of surplus assets (total income) or coverage of losses;

5) adoption of resolutions on the sale of real estate, the disposal facility or other separate organizational unit;

6) passing resolutions on accession to other economic organizations and the presence of them;

7) determination of the maximum amount of liability that may be incurred by the cooperative;

8) adoption of resolutions on the merger of cooperatives, cooperative division and liquidation of the cooperative;

9) consideration in the proceedings wewnątrzspółdzielczym appeals against the resolutions of the council;

10) adoption of amendments to the statute;

11) adoption of resolutions on the accession of the cooperative or the union and authorized the Board to take action in this regard;

12) election of delegates to the congress relationship in which the cooperative is affiliated.

§ 2. The statutes may stipulate the exclusive competence of the general meeting adopt resolutions in other matters.

Art. 39. § 1. The General Assembly is convened by the board at least once a year, within six months after the end of the financial year.

§ 2. The Management Board shall convene a general meeting at the request of:

1) counsel;

2) at least one-tenth, but not less than three members, if the powers not stipulated in the Statute for a greater number of members.

§ 3. In the cooperatives, in which the general meeting is replaced by a meeting of the representatives, the board shall be convened at the request of:

1) 1/3 of representatives to a meeting of representatives;

2) meetings of groups of members, representing at least 1/5 of the total number of members of the cooperative.

§ 4. A request for convening a general meeting should be submitted in writing, stating the purpose of the convocation.

§ 5. In the cases referred to in § 2 and 3 of the general meeting (meeting of representatives) convened in time so that it can be held within six weeks from the date of filing the request. If it does not, shall be convened by the council

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supervisory board, audit union in which the cooperative is affiliated, or the National Council of Cooperatives, at the expense of the cooperative.

Art. 40. § 1. The time, place and agenda of the general meeting shall be communicated to members, union inspection, in which the cooperative is affiliated, and the National Cooperative Council in the manner and within the time limits specified in the statute.

§ 2. Entitled to request the convening of a general meeting (meeting of representatives), in accordance with art. 39 § 2 and 3 may also request that specific issues on its agenda, subject of the request within the period specified by statute.

Art. 41. § 1. The General Assembly may adopt resolutions only in matters included in the agenda given to the members of the dates and in the manner specified in the statute.

§ 2. Resolutions are passed by a simple majority vote in the presence of at least half of those entitled to vote, unless the law or the statutes provide otherwise.

§ 3. General Meetings shall be drawn up, which should be signed by the chairman of the general meeting and other persons specified in the statute.

§ 4. The minutes are open to members of the cooperative, union representatives revision in which the cooperative is affiliated, and the National Cooperative Council.

§ 5. Minutes kept by the management of cooperatives for at least ten years, unless the provisions on retention of records do not provide for a longer period.

rt. 42. § 1. Resolutions of the General Meeting are binding on all members of the cooperative and all its bodies.

§ 2. The resolution contrary to law is void.

§ 3. The resolution contrary to the provisions of the Statute or morality or detrimental to the interests of the cooperative or aimed at harming its member may be appealed to the court.

§ 4. Each member of the cooperative or the board can bring an action for annulment of the resolution. However, the right to appeal against the resolution on the exclusion

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or deletion of a member shall be entitled only member wykluczonemu or wykreślonemu.

§ 5. If the board brings an action, cooperative represented by an attorney appointed by the supervisory board and the cooperative, which does not refer to the supervisory board, the proxy appointed by the general meeting. In the case of not establishing a proxy court competent to hear the case establishes a curator for cooperatives.

§ 6. An action for annulment of the resolution of the general meeting should be brought within six weeks from the date of the general meeting, if the action requested by a member not present at the general meeting as a result of its improperly convened - within six weeks of receiving information by that member Resolution but not later than within one year from the date of the general meeting.

§ 7. If the law or the statutes require notification member of the resolution, the deadline of six specified in § 6 runs from the date of the notification made in the manner specified in the statute.

§ 8. The Court can not take account of the expiry of the deadline referred to in § 6, where the maintenance of a resolution of the general meeting pursuant to provoke a member of a particularly severe consequences, and the delay in the appeal of this resolution is justified by exceptional circumstances and is not excessive.

§ 9. The judgment fixing the non-existence or invalidity of the resolution of the general meeting or repealing the resolution is legally binding to all members of the cooperative and all its organs.

Art. 43 (repealed)

Chapter 2

Board of directors

Art. 44. The Council exercises control and supervision over the activities of the cooperative.

Art. 45. § 1. The Council is composed of at least three members elected pursuant to the provisions of the statute by the general assembly, meeting or meetings of representatives of member groups.

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§ 2. The council can be elected only members of the cooperative. If a member of a cooperative is a legal person, the council can be elected a person who is not a member of the cooperative, indicated by a legal person.

§ 3. (repealed)

§ 4. The tenure of the council specified in the statute, subject to Art. 82 paragraph. 4 of the Act of 15 December 2000. Housing Cooperatives.

§ 5. Before the expiry of the term of office of a member of the council may be dismissed by a 2/3 majority of the authority which it has chosen.

§ 6. Member of the board of the cooperative can terminate the contract of employment or working conditions or pay only in cases in which the Labour Code permitted by such act in relation to a member of a trade union body capital. This provision shall apply to members of the performing work on a basis other than an employment contract.

Art. 46. § 1. The responsibilities of the board include:

1) adopting economic plans and programs of social and cultural activities;

2) supervision and control of the activities of cooperatives by:

a) to examine periodic reports and financial statements;

b) carrying out periodic assessments of the performance of its cooperative economic tasks, with particular emphasis on respect for the rights of cooperative members,

c) carrying out control over the settlement by the Board requests the authorities cooperative and its members;

3) adoption of resolutions on the purchase and encumbrance of real estate and the acquisition of an establishment or other organizational unit;

4) adoption of resolutions on the accession to the social organizations and the presence of them;

5) approval of the organizational structure of the cooperative;

6) handling of complaints against the board;

7) submitting to the general meeting reports including in particular the results of monitoring and evaluation of financial statements;

8) adoption of resolutions on matters of legal transactions between the cooperative and a member of the board of directors or made by

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cooperative in the interest of the member of the board and representing cooperatives with these activities; to represent the cooperative just two members of the board authorized by it.

§ 2. The statutes may restrict the scope of the council have other powers. The Statute may also refer to the exclusive jurisdiction of the General Assembly to adopt resolutions on all or some of the matters referred to in § 1 point 1, 3 and 5; In this case, the statute may adopt for the council the name of the audit committee.

§ 3. The statutes may provide for election by the board of its bureau with the task of organizing the work council.

§ 4. In order to perform its tasks, the Board may require the board members and employees of cooperatives of all reports and explanations, review books and documents and check directly the status of cooperative assets.

Art. 46a. The cooperatives referred to in Article. 6 § 2a, and cooperatives of agricultural production in which the number of members does not exceed ten, not appointed counsel, unless the statute provides otherwise. In this case the powers of the council performs general meeting of members.

Art. 47 (repealed)

Chapter 3

Management

Art. 48. § 1. The Management Board directs the activities of cooperatives and represents it outside.

§ 2. Decisions are not reserved by law or statute to other bodies belongs to the board.

Art. 49. § 1. The composition and the number of board members specified in the statute. The statutes may provide for a single board, which is the president, and determine the requirements to be met by a person forming part of the board or the chairman of the board single.

§ 2. The members of the board, including the president and his deputies, elects and dismisses, according to the provisions of the statute, the council or the general assembly.

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§ 3. Cooperatives, whose members are the only legal elect the board from among candidates who are natural persons identified by these legal persons. In cooperatives, whose members are natural and legal persons, members of the board also selected from among candidates nominated by legal persons.

§ 4. The General Assembly may dismiss the members of the board, which is not discharged (Art. 38 § 1 point 2), regardless of which authority pursuant to the provisions of the statute elect board members. In this case it is used of art. 41 § 1.

§ 5. The Board can not make a single action in matters arising out of membership. Such operations are carried out by the supervisory board, unless the statute provides that the general meeting.

Art. 50. § 1. If the statute so provides, the board member elected by the general meeting may be suspended by the board, as long as the activity is inconsistent with the law or the statutes.

§ 2. The suspending of a member of the board adopts resolutions necessary for the proper conduct of business cooperatives and shall promptly convene a general meeting.

§ 3. Member of the matter should be promptly notified in writing of the suspension with the reasons for the suspension.

Art. 51 (repealed)

Art. 52. § 1. With members of the board of agents engaged in cooperative board of the cooperative employment relationships - depending on the entrusted position - on the basis of a contract of employment or appointment (art. 68 of the Labour Code). This does not include co-operatives, in which the employment of members occurs regardless of the position on the basis of cooperative employment contract, and the cooperative agricultural production, in which the basis of service of the members is the ratio of membership.

§ 2. The appeal board member or suspend him from duties without prejudice to its rights under the employment relationship or other legal relationship, the subject of which is the provision of work.

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§ 3. In the case of board members employed by the cooperative on the basis of appointment, the right to dismiss him from the work entitled the Management Board of the cooperative.

Art. 53 (repealed)

Art. 54. § 1. Statements of intent for cooperative consists of two members of the board or a board member and attorney. The cooperatives of the board of a single statement of intent may also consist of two representatives.

§ 2. The statements referred to in § 1, is composed in such a way that as a cooperative person authorized their submission to post their signatures.

§ 3. Written statements addressed to the cooperative, and lodged in her apartment or one of the board members or agent, have legal effect in relation to the cooperative.

Art. 55. § 1. The Board may grant one of the members of the board or another person a power of attorney to perform legal actions related to management of current business cooperative or independent in organizational and economic unit as well as power of attorney to carry out activities specific type or special activities.

§ 2. The Statute of the cooperative may make the granting of power of attorney by the Board to the prior approval of the board.

Chapter 4

Provisions common to the board and the management board

Art. 56. § 1. You can not be both a board member and representative to a meeting of representatives of the same cooperative. You can not be a member of the board and the management board of the same cooperative. If necessary, the council may appoint one or several of its members to temporarily act as a member (members) of the board.

§ 2. The members of the management board and can not participate in voting on matters exclusively concerning them.

§ 3. Members of the board and management can not deal with competing interests to co-operatives and in particular to participate as

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partners or directors of the companies operating in competition with the cooperative. Violation of the prohibition of competition is the basis for dismissing a member of the council or the board and cause other legal consequences provided for in separate regulations.

§ 4. In the event of a breach by a member of the supervisory board of the competition ban specified in § 3 - council may adopt a resolution to suspend a member of that authority in carrying out activities. The Statute shall specify the date of convening the meeting of the body which made the choice of the suspended board member. This body decides to lift the suspension or revocation of the suspended board member.

Art. 57. The Board may not include persons who are directors of current business cooperative or attorneys of the board and persons living with members of the board of directors or managers of the current business cooperative married or consanguinity or affinity in a straight line and in the second degree of the collateral line.

Art. 58. Member of the Management Board, and the liquidator shall be liable to the cooperative for the damage caused by an act or omission contrary to the law or the statutes of the cooperative, unless they are not at fault.

Chapter 5

Meetings member groups

Art. 59. § 1. In cooperatives, in which the general meeting is replaced by a meeting of representatives, subject to Art. 83 of the Act of 15 December 2000. Housing Cooperatives, the authorities of these co-operatives are also gather groups of states. Of dividing the members into groups of States and the principle of operation of these meetings specified in the statute.

§ 2. The rights group meetings States to:

1) appointment and dismissal of representatives to a meeting of representatives;

2) appointment and dismissal of members of the cooperative, if the statute so provides;

3) consideration of the matters to be discussed during the next meeting of representatives and submit their applications in these matters;

4) consideration of periodic reports the council and the board;

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5) expressing its views and to report to the competent authorities of cooperative applications in matters of cooperatives, especially in the common affairs of the members of the meeting of the group.

§ 3. The statutes may also specify other tasks and powers of the meetings of groups of states.

DIVISION V

(Repealed)

DIVISION VI

(Repealed)

SECTION VII

cooperative economy

Art. 67. The cooperative is established on the principles of economic calculation while providing benefits to members of the cooperative.

Art. 68. Cooperative is responsible for its obligations with all its assets.

Art. 69-74. (Repealed)

Art. 75. The profit cooperative, net of income tax and other charges required under the separate laws, represents the excess amount.

Art. 76. The surplus of the balance sheet shall be allocated on the basis of a resolution of the general meeting. At least 5% of the surplus is spent on increasing the share fund, if the fund does not reach the amount brought in mandatory contributions.

Art. 77. § 1. Part of the balance sheet surplus remaining after the write-off referred to in Article. 76, allocated to the objectives set out in the resolution of the general meeting.

§ 2. The principles of the division of the balance sheet surplus between members of the cooperative defined by the statute.

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§ 3. If declared by the member shares have not been fully paid, the amounts attributable to the member in respect of the distribution of the balance sheet surplus shall be credited to the incomplete shares.

§ 4. If the apportionment of the balance surplus between members is to take place in the form of interest on the shares divided take into account the former members (their heirs) who are entitled to claim for payment of shares.

Art. 78. § 1. The primary own funds established in the cooperative are:

1) share fund resulting from payments of members 'contributions to the members' shares of the distribution of the surplus amount or other sources specified in separate regulations;

2) fund the resource resulting from contributions by members of the buy-in, part of the surplus amount or other sources specified in separate regulations.

§ 2. The cooperative also creates other own funds provided for in separate legislation and its statutes.

Art. 79 (repealed)

Art. 80 (repealed)

Art. 81 (repealed)

Art. 82. Interest on cash deposits is tax deductible.

Art. 83. (omitted)

Art. 84 (repealed)

Art. 85 (repealed)

Art. 86 (repealed)

Art. 87. Cooperative shall keep accounts on the terms specified in separate regulations.

Art. 88 (repealed)

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Art. 88a. § 1. The annual financial statements of the cooperative are audited in terms of reliability and accuracy. The resolution in this respect take supervisory board.

§ 2. The annual financial statements shall be audited in the manner and according to the rules specified in separate regulations.

§ 3. The provision of § 1 and § 2 shall apply accordingly to the financial statements that form a basis for merging and dividing cooperative.

Art. 89. § 1. The annual report on the activities of the cooperative, including the financial statements and the auditor's opinion, if it is subject to mandatory testing, teaches at the premises cooperative at least 14 days before the date of the general meeting to allow members of cooperatives read the him.

§ 2. (repealed)

Art. 90. § 1. Losses Balance sheet cooperative coincides with the share fund, a fund in excess of the resource - the share fund and other funds of the association according to the order determined by statute. The losses of the first fiscal year after the founding of the cooperative can be covered in the next year.

§ 2. If the own funds were not enough to cover the losses, the general meeting may pass a resolution requiring members to pay a share earlier than is provided for in the statute.

§ 3. The balance sheet loss in the cooperative bank is covered by the rules and within the time limits specified in the recovery proceedings referred to in Article. 142 of the Act of August 29, 1997. - Banking Law (Dz. U. of 2015. Pos. 128, as amended. Zm.4)).

SECTION VIII

Inspection

Art. 91. § 1. Each cooperative is obliged at least once every three years, and during the stay in liquidation annually undergo lustration

4) Amendments to the consolidated text of the Act were published in the Journal. U. of 2015. Pos. 559, 978, 1166, 1223, 1260, 1311, 1348, 1357, 1513, 1634, 1830, 1844, 1854, 1864 and 2281.

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study of legality, efficiency and reliability of the whole of its operation. Vetting covers the period from the previous lustration.

§ 11. The housing co-operatives during the building of their homes and accounting costs of construction of these buildings, as well as cooperatives in liquidation, vetting is carried out annually.

§ 12. If the housing association will not give up the study lustration provided for in § 1 and § 11, the audit union in which the cooperative is affiliated, or the National Council of Cooperatives carry out at its own initiative investigation Vetting of co-operatives at its expense.

§ 2. Cooperative can occur at any time of the inspection of all or part of its business or only certain issues. Vetting can be carried out at the request of the general meeting, the board or 1/5 of the members of the cooperative.

§ 21. The aim of lustration is:

1) to verify compliance by the cooperative law and the provisions of the statute;

2) to examine the compliance of the cooperative pursuit of its business in the interests of the members;

3) control of the economy, purposefulness and reliability of execution by a cooperative of its economic, social and cultural;

4) indicating the members of the irregularities in the activities of the cooperative bodies;

5) providing organizational and instructional assistance in removing the identified irregularities and improve co-operatives.

§ 3. Vetting carry out appropriate compounds inspection cooperatives affiliated to them. Cooperatives affiliated commission paid to carry out the inspection chosen to audit the union or the National Cooperative Council.

§ 4. The inspector determines the relation inspection, in which the cooperative is affiliated, or the National Council of Cooperatives. Duties of inspector may serve a person who becomes entitled vetting issued by the National Cooperative. Lustratorów eligibility criteria and the procedure for carrying out the inspection determines the National Council of Cooperatives.

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§ 5. If the inspector activity is illegal, and if the inspector does not keep confidential information about the activities of the cooperative obtained the vetting, the National Council of Cooperatives on its own initiative or at the request of the audit, in which the cooperative is affiliated, may deprive him of the powers of inspector . Confidentiality does not apply to bodies lustration cooperative relationship audit, which appointed inspector, the National Cooperative Council and the judiciary.

§ 6. The resolution of the National Cooperative Council on the deprivation of rights inspector is a final decision within the meaning of the Administrative Procedure Code, which apply accordingly.

Art. 92. § 1. The inspector is obliged to notify the council and the board to start vetting. Members of the council are eligible to participate in the vetting.

§ 2. The inspector is authorized to inspect the books and all documents in lustration cooperatives and direct checking her assets, and cooperative bodies and its employees are obliged to provide him the required explanations and any assistance.

Art. 93. § 1. activities vetting inspector shall prepare a report, which consists of the board and management of the cooperative. The protocol drawn up by the inspector has the power of an official document.

§ 1a. On the basis of the minutes of the inspection conducting the audit union or the National Council of Cooperatives polustracyjne drafting proposals and forward them to the Management Board and the board.

§ 1b. The Board shall annually communicate to the entity carrying out the vetting and general meeting information on the implementation of proposals polustracyjnych.

§ 2. The Management Board shall be obliged at the request of member cooperatives to share his insight vetting protocol and applications polustracyjne and information about their implementation.

§ 3. (repealed)

§ 4. The findings of the inspection performed should be presented by the supervisory board to the nearest general meeting.

Art. 93a. § 1. The minister responsible for housing, planning and zoning, and housing has the right to request

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information and data relating to the organization and operation of housing, necessary to assess compliance with the law and economy of the activities of the cooperative.

§ 2. In case of violation of law by the cooperative housing minister is the proper relationship audit, in which the cooperative is affiliated, or to the National Cooperative Council of the request for vetting. Vetting carried out at the expense of the cooperative.

§ 3. Vetting referred to in § 2, an inspection or the National Council of Cooperatives is required to initiate within 30 days of receipt of the request of the Minister.

§ 4. The entity conducting the vetting is required to send a report of the activities vetting minister.

§ 5. In the event of failure by a housing cooperative conclusions from the inspection conducted minister tells her to take account of these proposals within 3 months.

Art. 94 (repealed)

Art. 95 (repealed)

SECTION IX

Joining cooperatives

Art. 96. The cooperative may at any time merge with another cooperative based on the resolutions of the General Meetings of the merging cooperatives, powziętych 2/3 majority of votes.

Art. 97. Resolutions on the merger should include:

1) the cooperative acquirer;

2) adoption of the Statute that the rest of its business; the statute does not prejudice any acquired property rights of members;

3) The date of the call.

Art. 98. § 1. The basis for accounting connections are the financial statements of the merging cooperatives, prepared on the day of the merger.

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§ 2. Should the General Assembly of the merging cooperatives have agreed otherwise, the division balance surplus will be done separately in the financial statements prepared on the day of the merger.

Art. 99. The combination and the resulting amendment to the statutes have effect from the moment of entry in the National Court Register, except as provided in Article. 102 § 1.

Art. 100. The members, who at the time of the connection belong to the cooperative being acquired become members of the cooperative acquirer. Payments for shares part of the members of the cooperative being acquired in the amount which results from a fixed amount in the financial statements of the acquired share fund.

Art. 101. As a result of merger of cooperatives assets acquired is transferred to the acquiring cooperative and creditors and debtors first become creditors and debtors on the other.

Art. 102 § 1. Immediately after the adoption of resolutions on the merger instead of the management board and the cooperative work of the acquired management board and cooperative acquirer.

§ 2. The Board of the cooperative acquirer is obliged to immediately notify the resolution on the merger of the National Court Register of the merging cooperatives.

§ 3. If the resolutions of general meetings on the merger so provide, upon entry of the merger into the National Court Register, the cooperative made immediately the election board and the management board.

SECTION X

(Repealed)

DIVISION XI

The division of the cooperative

Art. 108 § 1. A cooperative society may be divided on the basis of a resolution of the general meeting taken by a simple majority of votes in such a way that its separate part is created a new cooperative.

§ 2. The resolution on the division of the cooperative should include:

1) the existing cooperatives and emerging as a result of the division;

2) a list of members or groups of members to define passing to emerging co-operatives;

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3) approval of the financial co-operatives and plan the division of assets, rights and obligations;

4) date of distribution of the cooperative.

Art. 108a.5) § 1. The members of the cooperative, whose rights and obligations of the property are associated with an organizational unit of a cooperative or a part of the assets of the cooperative, which is suitable for such a definition may, on the basis of a resolution adopted by a majority of those members to apply to the board of the cooperative with a request to convene a general meeting to pass a resolution on the distribution cooperatives in such a way that this organizational unit or part of the assets will create a new cooperative. In terms of representation of these members, the provisions for the establishment of cooperatives.

§ 2. The Management Board co-operative is obliged to immediately prepare the necessary documents to be taken by the General Meeting resolution on the distribution and make it available to members requesting division.

§ 3. The General Assembly may adopt a resolution refusing the division only because of the important economic interests of existing cooperatives or essential interests of its members.

§ 4. In the event that the General Assembly of a resolution refusing the division of a cooperative or a resolution on distribution of infringing material interests of the members present demanded division members, who have made such a request, may, within six weeks from the date of the general meeting apply to the court for a preliminary ruling replacing a resolution on the division.

§ 5. The provision of § 4 shall apply accordingly in the event was not carried by the general meeting declared by the members of the request within three months from the date of its receipt.

§ 6. In the event that the General Assembly resolution on the division not contain all the components of the contents of the resolution referred to in Article. 108 § 2, the members of the applicant shall division may apply to the board of the cooperative

5) Repealed by art. 3 Section 2 of the Act of 19 December 2002. Amending the Act on Housing Cooperatives and certain other acts (Dz. U. No 240, item. 2058), which entered into force on 15 January 2003 .; repeal repealed with effect from 28 April 2005. on the basis of the Constitutional Court's judgment of 20 April 2005., Ref. No. K 42/02 (Dz. U. No. 72, item. 643).

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with a request to convene a general meeting for the purpose of supplementing the resolution on the division. The provisions of § 4 and 5 shall apply accordingly.

§ 7. The provisions of § 2-6 shall apply accordingly in case the requesting division is a cooperative body appointed to represent the members whose rights and obligations of the property are related to a separate organizational unit of the cooperative.

§ 8. The resolution of the General Meeting the distribution of a cooperative includes all of the content referred to in Article. 108 § 2 and the final court decision to replace such a resolution are the basis for the relevant entries in the registry and land registry.

Art. 108b. § 1. The members of the cooperative, whose rights and obligations of the property are associated with an organizational unit of a cooperative or a part of the assets of the cooperative, which is suitable for such a definition, may adopt a resolution by a majority vote of those members on the division of the cooperatives in this way, that this organizational unit or part of the assets will create a new cooperative. In terms of representation of these members, the provisions for the establishment of cooperatives.

§ 2. The Board of existing cooperatives shall immediately, but no longer than 60 days, to prepare the documents necessary to make the division, referred to in § 1 and make them available to members requesting division.

§ 3. The General Meeting of the existing cooperative no later than three months from the date of service of the cooperative management request to convene a general meeting to pass a resolution on the division of the cooperative referred to in § 1, shall pass a resolution on the division or refusing the division. Resolution refusing the distribution cooperatives may be made only because of the important economic interests of existing cooperatives or essential interests of its members.

§ 4. In the event of failure by the general meeting existing cooperatives, within the period specified in § 3 of the resolution on the division of the cooperative, or in the event that the resolution refusing the division, representatives of the members who took a resolution referred to in § 1, may, within six weeks from the date of the general meeting, request the court to issue a ruling replacing a resolution of the general meeting referred to in § 3.

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§ 5. The resolution of the General Meeting to split the cooperative meets the requirements set out in Article. 108 § 2 or a final court decision to replace such a resolution are the basis for entries in the National Court Register and the Land Register.

§ 6. The costs of court proceedings for a preliminary ruling, referred to in § 4, are jointly and severally members applying for division of existing cooperatives and cooperative.

Art. 109 § 1. Immediately after the adoption by the General Assembly resolution on division of the cooperative meeting of members passing to emerging co-operatives, and if the resolution on the division of the cooperative took the meeting representatives - meeting of representatives who pass as members of the emerging cooperative:

1) adopt the statutes of the emerging cooperative; the statute does not prejudice any acquired property rights of members;

2) selects these bodies co-operatives, to which the selection is established, according to the adopted Statute, the General Meeting.

§ 2. Adoption of the resolutions referred to in the preceding paragraph, it requires a simple majority of votes.

§ 3. If the number of members passing to emerging co-operatives is less than the number of members by empowering statute to replace the existing cooperative general meeting by meeting representatives of the resolution referred to in § 1, shall within one month from the date of adoption of the resolution on the division of the cooperative membership meeting passing to emerging co-operatives. Assembly is convened by the board of the existing cooperative members concerned written notice of the date of the meeting and its agenda.

Art. 110. The Board is obliged to co-operatives emerging within fourteen days from the date of his election to apply for registration of cooperatives in the National Court Register, and the management of the cooperative so far - the request for entry in the register of its division. The provision of Article. 7 shall apply accordingly.

Art. 111. As a result of the division of cooperatives emerging cooperative pass upon its registration under the partition plan components

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property, rights and obligations. In the same range of creditors and debtors existing cooperatives become creditors and debtors emerging cooperatives. However, for obligations arising prior to the distribution cooperatives cooperative existing and newly established jointly and severally liable.

Art. 112. The division of the cooperative, the provisions of art. 98 § 1 and Article. 100.

DIVISION XII

The liquidation of the cooperative

Art. 113 § 1. A cooperative in liquidation:

1) upon the expiry of the period for which, under the statute, created;

2) due to a decrease in the number of members below specified in the statute or in the Act, if the cooperative within one year will not increase the number of members to the desired size;

3) as a result of consistent resolutions of general meetings matured a 3/4 majority at two consecutive general assemblies, separated by at least two weeks.

§ 2. In the cases provided for in § 1 of the management of the cooperative (liquidator) report to the National Court Register, the opening of the liquidation of the cooperative and notify the appropriate audit union. If the board (liquidator) it does not, the application will audit union in which the cooperative is affiliated.

Art. 114 § 1. Inspection Association, in which the cooperative is affiliated, may adopt a resolution on putting the co-operative into liquidation if:

1) the activities of the cooperative shows gross and persistent violations of the law or the provisions of the statute;

2) The cooperative was registered in violation of the law;

3) cooperative at least one year is not established.

§ 2. The resolution of an audit union, referred to in § 1, the cooperative may appeal to court within six weeks of its receipt, together with the justification. If the resolution were not challenged within the statutory period, or of the decree dismissing the claim or discontinuing the proceedings, union inspection reports to the National Court Register application for liquidation, appointing a liquidator at the same time.

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Art. 115. If the cooperative has not commenced business within one year from the date of its registration and has no assets that can be removed from the National Court Register at the request of the audit.

Art. 116 § 1. Cooperative put into liquidation pursuant to Art. 113 § 1 point 3 can within one year from the date of the second general meeting resolution on liquidation restore its activity on the basis of the resolution of the General Assembly adopted by a majority of 3/4 votes.

§ 2. The Board or liquidator should be a resolution on the restoration of co-operatives to report immediately to the National Court Register, attaching a copy of the minutes of the meeting. Made entry court declares in Monitor Cooperative.

Art. 117. Cooperative in liquidation may merge with another cooperative according to the rules laid down in Article. 96-102.

Art. 118 § 1. Liquidators cooperative may be members of the last board of directors or persons chosen by the general meeting, unless a statute provides otherwise.

§ 2. The liquidator may not be a member of the cooperative. Liquidator may also be a legal person.

§ 3. The agreement with the liquidator to perform liquidation activities includes advice cooperative. In the event that the convening of the council are facing serious difficulties, or if the liquidator determines the audit union, an agreement with the liquidator contains this relationship, acting on behalf of the cooperative.

Art. 119 § 1. The liquidator, the provisions concerning the board of the cooperative and members of the board, if the liquidation provide otherwise.

§ 2. The liquidator may not contain new contracts, unless it is necessary to carry out the liquidation of the cooperative. Any further restrictions may establish the authority which appointed liquidator. Such restrictions should be reported immediately by the liquidator in the National Court Register.

§ 3. If the convening of the general meeting or board of cooperative encounters serious difficulties, the inspection relationship in which the cooperative is affiliated, may

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authorize the liquidator to carry out activities of a specific type, which require a resolution of the general meeting or the board of the cooperative.

§ 4. The liquidator may be dismissed at any time by the authority which appointed them. In addition, the liquidator may recall the important reasons for audit relationship in which the cooperative is affiliated.

§ 5. The authority, which refers liquidator is obliged to simultaneously appoint another.

Art. 120. From the date of entry into the National Court Register of the liquidation shall expire previously granted power of attorney are subject to entry in the National Court Register.

Art. 121 § 1. Cooperative in liquidation retains its existing name with the addition of the words "in liquidation".

§ 2. A legal person appointed as the liquidator make representations on behalf of the cooperative to the regulations governing the submission of declarations that person.

Art. 122. The liquidator shall immediately after determining it:

1) report to the National Court Register, the request to enter the opening of the liquidation of the society, where this is not already done, and to notify the audit union in which the cooperative is affiliated, and the National Cooperative Council;

2) notify the banks financing the cooperative and financial authorities of the opening of the liquidation of the cooperative;

3) announce in Monitor Cooperative notice of the opening of the liquidation of the cooperative and call creditors to lodge claims within three months of the date of this announcement;

4) proceed with the preparation of the financial statements on the opening day of the liquidation of commitments and a list of co-operatives;

5) draw up a financial plan for the liquidation and plan to meet obligations.

Art. 123. At the time of liquidation shall not apply to the provision of Article. 90 § 1, by order of covering losses.

Art. 124 § 1. The refusal to meet the claims submitted liquidator should notify the creditor in writing within four weeks from the date of filing the claim.

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§ 2. For the period provided for in the preceding paragraph, the limitation period or limitation period is suspended.

§ 3. Recognition by the liquidator claims interrupts the period of limitation and the limitation period if it was made in writing.

Art. 125 § 1. Royalties attributable to the cooperative meets the following order:

1) costs of liquidation;

[2) receivables from the employment relationship and duties to which legislation confers the same protection as the duties of the employment relationship, and compensation for injury, harm to health or loss of life, including compensation for accidents at work and occupational diseases; ]

<2) receivables from the employment relationship and duties to which legislation confers the same protection as the duties of the employment relationship, and compensation for injury, harm to health or loss of life, including compensation for accidents at work and occupational diseases, receivables the bank guarantee Fund in respect of the financing of the guarantee fund of forced restructuring of banks referred to in art. 272 paragraph. 3 and 4 of the Act of 10 June 2016. Bank Guarantee Fund, the deposit guarantee scheme and a forced restructuring (Dz. U. pos. 996), and the support referred to in Article. 112 paragraph. 1 and 3 of this Act;>

3) Taxes and other charges, to which the provisions of tax liabilities and receivables from bank loans;

4) other claims.

§ 2. If charges are not yet due or are in dispute, the amount needed to cover them should be deposited with the court.

§ 3. With the amounts remaining after payment of all debts and the deposit of the sum of the court completely protective disputed receivables or undue payment is made relative shares. Paying this you can not be done within six months from the date of notice inviting creditors.

The new wording of paragraph 2 of § 1 of Art. 125 will come into force dn. 10.09.2016 r. (Dz. U. of 2016. Pos. 996).

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§ 4. The creditors who filed claims after the deadline, they may come from nierozdzielonego still the property of the cooperative.

§ 5. The remaining property is intended for the purposes specified in the resolution of the last meeting.

§ 5a. If, in accordance with the resolution referred to in § 5, the remaining assets are to be wholly or partly divided among the members, by the included former members, which until the transition or the imposition of cooperatives in liquidation is not paid to all shares.

§ 5b. The provision of § 5a shall not apply to housing cooperatives.

§ 6. If the resolution of the general meeting does not contain the appropriate indications, the liquidator transfers other property free of charge for the purposes of co-operative or social.

Art. 126 § 1. After completion of the liquidation liquidator presents to the General Meeting to approve the financial statements at the end of the liquidation.

§ 2. If the convocation are facing serious difficulties, the liquidator presents financial statements for approval to audit union in which the cooperative is affiliated.

§ 3. After approving the financial statements at the end of the liquidation, the liquidator shall report to the National Court Register, for removing the co-operatives from the National Court Register and provide books and documents of the liquidated cooperative for storage. Removal should be announced by the court.

Art. 127. In case of satisfaction of any debts falling from cooperatives and submission to the court deposit amounts to secure receivables disputed or unmatured, the cooperative may be removed from the National Court Register by the end of its run by or against the litigation. In this case, in place of the cooperative relationship comes as a party inspection, in which the cooperative is affiliated. Inspection Association is obliged to transfer the amounts obtained as a result of a dispute on the objectives set out pursuant to Article. 125 § 5 and 6.

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Art. 128 § 1. After the deletion of the cooperative from the National Court Register liquidator shall be liable to creditors of the cooperative for the damage caused by the failure of their statutory duties.

§ 2. The provision of the preceding paragraph shall apply mutatis mutandis to the members of the last board of the cooperative plotted from the National Court Register, under Art. 115.

Art. 129. The Minister of Justice, in consultation with the Minister of Education Narodowej6) and after consultation with the National Cooperative Council, determine by regulation the manner and duration of storage of books and documents liquidated cooperatives and cooperative organizations.

SECTION XIII

bankruptcy cooperative

Art. 130 § 1. A declaration of bankruptcy cooperative occurs in the event of its insolvency.

§ 2. If the financial statements of the cooperative total value of its assets is insufficient to meet all the obligations, the board shall immediately convene a general meeting whose agenda shall issue further existence of the cooperative.

§ 3. Despite the insolvency of the cooperative general meeting may adopt a resolution on further existence of the cooperative, if he indicates measures to escape her from the state of insolvency.

§ 4. In the event that the general meeting is about bringing a cooperative in bankruptcy, management of the cooperative is obliged to immediately report to the court for bankruptcy.

Art. 131. The bankruptcy petition cooperative that is in liquidation is obliged to apply to the court liquidator immediately following the insolvency of cooperatives.

6) At present, the minister responsible for culture and national heritage protection, in accordance with Article. 4 paragraph. 1, Art. 5 point 9 and art. 14 of the Act referred to in the Act of 4 September 1997. On government administration (Dz. U. of 2015. Pos. 812, 1255, 1269, 1960 and 2281), which entered into force on 1 April 1999 r.

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Art. 132. At the request of the creditor who reported for bankruptcy cooperative, the court may order its place in a state of bankruptcy, despite the resolution of the general meeting of a cooperative to continue its existence.

Art. 133. If the financial statements prepared by the Board or by the liquidator that property of a cooperative, has ceased its activities, is insufficient to cover the costs of the bankruptcy proceedings, the creditors do not agree to cover them, the court at the request of the creditors or the National Cooperative Council has ordered the deletion of the cooperative from the National Court Register, notifying the creditors and the National cooperative Council. In this case, not carried out the bankruptcy proceedings.

Art. 134. The provisions of the cooperative bodies shall also apply during the bankruptcy proceedings, unless the bankruptcy law indicates otherwise.

Art. 135. After the bankruptcy of the members of the cooperative, at the request of the bankruptcy trustee, immediately pay the unpaid portion still participate.

Art. 136. Upon completion of the bankruptcy proceedings bankruptcy trustee will report to the registry court for removing the co-operatives from the National Court Register.

Art. 137. The bankruptcy proceedings in matters not covered by this Act shall be governed by bankruptcy law.

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TITLE II

Special provisions for cooperative agricultural production, farmers' cooperatives and cooperative work

DIVISION I

Cooperatives agricultural production

Chapter I

Agricultural cooperatives

Section 1

Scope of activities and membership

Art. 138. The object of the agricultural production cooperative is to carry out a joint holding and activity for individual farms members. The cooperative may also result in other economic activities.

Art. 139 § 1. The members of the cooperative may be farmers who are:

1) owners or possessors of agricultural land;

2) tenants, users, or other holders of dependent agricultural land.

§ 2. The members of the cooperative may also be other persons having suitable qualifications to work in the cooperative.

§ 3. (repealed)

Art. 140. (repealed)

Section 2

Land and cash contributions

Art. 141 § 1. The statutes of the cooperative may provide that the member having the land is obliged to bring them in whole or in part as a contribution to the cooperative.

§ 2. The land contribution is understood as land and buildings or parts thereof and other devices permanently connected with land, situated on the land at the time of filing.

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§ 3. Bringing land contribution by the holder of a subsidiary requires the consent of the owner.

Art. 142. The statutes may provide that the member has the right to private plots. In this case, the statute should specify which members are entitled to private plots, the size of plots and the way they secrete.

Art. 143. The use by the cooperative on the land is paid. The Statute lays down the principles of remuneration for the use of these contributions.

Art. 144 § 1. Land transferred as contributions are assessed on the basis of a comparative estimate their value in use.

§ 2. Buildings and other devices which are estimated to contribute money to the state, and the price of lodging.

Art. 145 § 1. If a statute or agreement of the member decides otherwise, the cooperative acquires the right to use land contribution made by a member, at the time of acquisition of this contribution.

§ 2. The use by the cooperative brought by a member on the land governed by the provisions of the Civil Code.

Art. 146. (repealed)

Art. 147 § 1. A member who is the owner of the land constituting his contribution may dispose of the land acts inter vivos or on death, however, the intended transfer of ownership of the land to a person who is not a member of the same cooperative cooperative should anticipate at least three months before the activity.

§ 2. In the case of paid transfer of ownership of land contribution, the cooperative has the right of first refusal. Does not apply to the case of transfer of ownership of contribution to another member of the same cooperative.

§ 3. Land transferred to the property of another member of the same cooperative growing contribution to the purchaser.

Art. 148. § 1. If the statute provides for contribution of land, should define the terms and date of its withdrawal in the event of termination of membership in

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cooperatives and define the principles of partial withdrawal of the contribution of land for the duration of membership.

§ 2. The Statute should also specify the terms and dates of the final settlement between the member withdrawing land contribution and cooperative.

§ 3. The member withdraws its contribution receives the same ground, which brought if the needs of the common economy is not precluded. Otherwise, they receive an equivalent basis, taking into account the interests of both sides.

§ 4. In the event that there is a difference in the area or return value in use of land, followed by settlement between the parties at market prices of the settlement.

§ 5. The provisions of the preceding paragraphs shall apply to buildings and other facilities which contribute, taking into account the cooperatives degree of wear and tear due to the intended use.

Art. 149. In case if the land has been made by the holder of the spontaneous and until the termination of membership there has been no prescription, subject to further prescription becomes a spare plot.

Art. 150 (repealed)

Art. 151. Successor member as well as non-members landowners brought their consent to the cooperative, may withdraw land contribution by the rules relating to the member who spoke membership.

Art. 152 § 1. The statutes of the cooperative may require members to pay certain cash contribution. On account of the contribution of the cooperative may adopt the means of production, as livestock feed, seed, plant, machinery and tools useful in a common household. These measures be evaluated by the state and the price of lodging.

§ 2. The financial contribution, as well as the means of production brought on account of his are converted according to the principles set out in the statute.

§ 3. The financial contribution bears interest in the amount specified in the statute.

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§ 4. Payment of interest on cash contribution takes place once a year within the period specified in the statutes. The parties may agree that it owed for the year interest will be credited to the larger cash contribution member.

Art. 153 § 1. The financial contribution is refundable in the event of termination of membership. The return shall be in cash, taking into account the principles referred to in Article. 152 § 2.

§ 2. The provision of § 1 shall apply to the legal successors of the member.

Art. 154 § 1. If the statute allows for the payment of extra-curricular cash contribution - a contribution can be returned during the membership.

§ 2. The contribution of extra-curricular, the provisions of art. 152 and 153.

Art. 154a. The Statute of the cooperative may provide larger cash contributions from the general revenue. In this case, the statute lays down the rights of members to withdraw during the membership portion of a contribution from the write-offs.

Section 3

job

Art. 155 § 1. Able to work a member of the cooperative has the right and duty to work in a cooperative size established annually by the Board, according to the needs of the business plan of the cooperative.

§ 2. When allocating work to members of the cooperative should take into account their professional and personal.

Art. 156 § 1. In addition to the members of the cooperative may employ their family members.

§ 2. The member of the household member is considered to each member of his family, and other persons if they reside together with him and lead him a common household.

Art. 157. Cooperative except members and members of the household can hire according to your needs, other persons under a contract of employment or

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on the basis of another legal relationship, the subject of which is the provision of work.

Art. 158 § 1. Members are rewarded for their work in the form of a share in the divisible income according to the contribution of their work.

§ 2. The Statute of the cooperative should specify the unit of measure representing the assessment of the contribution of the work of members.

§ 3. Detailed rules for the assessment of the contribution of labor to determine the participation of members in the income divisible sets the general meeting, taking into account the working conditions, required qualifications and liability trusted function.

Art. 159. The member of the household is entitled to remuneration for their work according to the rules relating to the member, unless the contract stipulated a different way of remuneration.

Art. 160. Members and their household is entitled to annual vacation leave, and according to the principles set out in the statute. The Statute also defines the method of calculating remuneration for the leave.

Art. 161 § 1. Members and their inmates working in a cooperative is entitled to benefits related to pregnancy, birth and raising a small child on the principles laid down in the labor law.

§ 2. (repealed)

Art. 162 § 1. The members of the cooperative who are retirees or pensioners retain membership rights provided for in the statutes.

§ 2. The members referred to in the preceding paragraph, absent at the General Meeting not included in the number of members required by statute for the validity of the resolutions.

Section 4

The investigation and protection of claims for work

Art. 163. Claims in respect of wages member may occur in judicial proceedings without running wewnątrzspółdzielczego.

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Art. 164. Claims member and inmate result of their employment shall expire three years from the date on which the claim became due.

Art. 165. Remuneration member and member of the household for work enjoy the same protection that the law provides for salary of the employee.

Section 5

Funds cooperatives, income and its distribution

Art. 166. The overall income of cooperatives is the difference between the revenue earned in the financial year of production and services, and extraordinary gains and the sum of costs incurred for this activity, net of extraordinary losses and applicable taxes and plus or minus the difference between the value of inventories to the end financial year and at the beginning of this year. In determining the total income taken into account the share of cooperatives in the financial result of other organizations.

Art. 167 § 1. The primary own funds established in the cooperative are:

1) share fund resulting from payments of members 'contributions to the members' shares of income distribution of general or other sources specified in separate regulations;

2) fund the resource resulting from contributions by members of the buy-in of income general, the value of assets received free of charge or other sources specified in separate regulations. Fund the resource is reduced by losses on disposal of fixed assets and losses random.

§ 2. The cooperative also creates other own funds provided for in separate legislation and its statutes.

Art. 168. general income subject to division on the basis of a resolution of the general meeting. Cooperative dedicating at least 3% of the income of the general fund the resource, if the fund does not reach the amount brought in mandatory contributions.

Art. 169. (repealed)

Art. 170 (repealed)

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Art. 171 § 1. Part of the overall income created after the deductions referred to in Article. 154a, 167 and 168 is divisible income distributable to members and household members for the performance of work.

§ 2. The statutes may provide for the right of the general meeting to make deductions from income divisible the reserve stabilization of the share in income and household members in the following years. In this case, the statute should specify the rules for the use of the reserve.

§ 3. Distribution of income divisible within one month after approval by the general meeting of accounts of the financial year. Against the division of the cooperative can pay the household members and advances the principles laid down in the statutes.

Art. 172. In cases not art. 166-168 and 171 apply accordingly the provisions of Chapter VII of Part I of Title I of this Act, with the exception of the provisions of Article. 75, 76, 77 § 1 and 2 and art. 78.

Chapter 2

(Repealed)

Chapter 3

Other cooperatives engaged in agricultural production

Art. 178. § 1. In addition to cooperatives listed in Section 1 of this chapter may be created other cooperatives whose core business is to conduct joint farm.

§ 2. If such co-operatives members-individuals have by statute resulting from the membership duty to pay in whole or in part on the land and money and work in a cooperative, it is - unless otherwise statutory provisions - apply to them the provisions of art. 142-145, 147-149, 151-168, 171 and 172 and the corresponding provisions of the Civil Code relating to agricultural cooperatives. The statutes may provide in particular for appropriate use only the provisions of Article. 142-145, 147-149, 151-154, and the relevant provisions of the Civil Code of the agricultural production cooperatives, and the remainder of - the provisions of Part I of Title I of section VII and labor laws. This applies especially created on the initiative of farmers' cooperative associations of individuals.

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Chapter 4

(Repealed)

PART II

Farmers' cooperatives (agricultural services)

Art. 180 § 1. The subject of economic activities of the cooperative agricultural farmers (agricultural services) is to provide services for agriculture and other types of services resulting from the needs of the rural environment.

§ 2. The cooperative may also deal with the production means and materials for agriculture, processing of agricultural and agricultural production (running a farm).

§ 3. In the event that brings together the cooperative next to legal persons and natural persons and engaged in agricultural production (running a farm), and its members-individuals have by statute resulting from membership of the obligation to make all or part of the contribution of land and cash in Unless otherwise statutory provisions apply to them the provisions of art. 142-145, 147-149, 151-154, and the relevant provisions of the Civil Code relating to agricultural cooperatives.

DIVISION III

cooperatives

Art. 181. The subject of economic activities of the cooperative work is to conduct a joint venture based on the personal work of members.

Art. 181a. § 1. The scope of co-operatives and co-operative disabled blind is vocational and social rehabilitation of the disabled and the blind by working together to run the company.

§ 2. Co-operation handicrafts and artistic create new and cultivate traditional values ​​of material culture, organize and develop crafts and folk art, art and industrial art.

§ 3. In order to ensure conditions for the implementation of statutory tasks, with the special nature of social cooperatives, referred to in § 1 and 2, use the comprehensive assistance of state authorities and

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central and local government and with the exemptions and reductions in public benefits set out in separate regulations.

§ 4. (repealed)

Art. 182 § ​​1. Cooperative and member cooperatives are obliged to remain with them in the employment relationship. Except as provided in the Act refusal to establish an employment relationship or stay in such a ratio is a violation of the essential rights and obligations arising out of membership.

§ 2. A member has the right to employment according to their professional qualifications and personal capabilities and current economic cooperatives.

§ 3. The employment relationship between the cooperative and its member refers to the cooperative contract of employment.

§ 4. In the event of nienawiązania employment relationship with guilt cooperative member can occur throughout the duration of membership conclusion of cooperative contracts. Whether he can, within one year from the date on which the membership, to claim compensation according to civil law.

Art. 183 § 1. For his work in a cooperative member of the cooperative receives a salary, which consists of current salary and participate in part of the balance surplus to be distributed among members in accordance with the rules laid down in the statutes.

§ 2. The remuneration of the current member and its share in balance surplus benefit from the protection that the law provides for salary of the employee.

Art. 184 § 1. The termination of a member of a cooperative working conditions or wages is permissible:

1) it is justified by economic needs or organizational cooperative, and in particular the introduction of new rules of remuneration, the liquidation of the department of work in which the member is employed, liquidation occupied by his job or the need to work for a given position a person with higher or special qualifications;

2) in case of loss by a member of the ability to perform previous work found a medical certificate or undeserved by the loss of his powers necessary for its implementation.

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§ 2. The proposed new member of the working conditions or wages should correspond to the qualifications and capabilities of the economic cooperatives.

Art. 185. If the economic necessity of the general meeting, in order to provide work to all members, may shorten work time evenly and reduce the salary of members without notice cooperative contract of employment or conditions. The resolution of the General Assembly should apply at least one department of work or all members doing work of the same kind.

Art. 186 § 1. Cooperative employment contract expires with the termination of membership and in cases where labor laws provide for the expiry of the employment contract by operation of law.

§ 2. Solution cooperative contract of employment for the duration of the membership is not permitted, except in the cases provided for in Article. 187 and 189 and termination of this agreement as a result of an unjustified refusal to accept new working conditions or pay, as well as solutions to it by the agreement of the parties, while the termination of a member's membership.

Art. 187. The cooperative may terminate the member cooperative contract of employment for the duration of membership, subject to the Labour Code provided for in the notice, if:

1) decrease on the basis of resolutions of the co-operative employment status dictated by economic necessity;

2) to give the member the right to retirement.

Art. 188 § 1. In the event of a breach by the cooperative provisions of Article. 184, Art. 187 and Art. 191, a member of the cooperative is a claim for a declaration of ineffectiveness notice cooperative contract of employment or conditions, and if a collective work agreement has been solution - a claim for reinstatement to the previous conditions.

§ 2. A member of the cooperative, who took a job as a result of the restoration work, entitled for the time being out of work, but not more than six months salary calculated on the basis of the average salary of the last three months and the corresponding share in the part of the surplus amount.

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§ 3. The provisions of the preceding paragraph shall apply to members of a cooperative, that after the termination of his working conditions or wages in violation of Article. 184 went to work under the conditions of the termination.

Art. 189. § 1. During the membership of the cooperative may terminate the cooperative contract of employment without notice only for reasons justifying the provisions of the Labour Code, such termination of the contract without the employee's fault.

§ 2. A member of the dissolved cooperative contract of employment without notice, despite the lack of reasons referred to in the preceding paragraph, or in violation of art. 191, is a claim for reinstatement to the previous conditions.

§ 3. A member who took a job as a result of the restoration work, you are entitled to remuneration for the time being out of work according to the principles set out in Article. 188 § 2, no less than in the amount of one month's salary.

Art. 190 § 1. Termination solution or a cooperative employment contract, as well as the termination of working conditions and wages needs provided for in the Labour Code as cooperation with the trade union, if such a link works in the cooperative.

§ 2. The provisions of art. 184 and Art. 187-189 does not exclude the use of more favorable to members of the cooperative labor laws banning or restricting the termination of employment, termination of the contract provided that the conditions of either its dissolution without notice.

Art. 191. A statement on the termination of the cooperative a cooperative employment contract, the termination of this contract without notice of termination or working conditions or wages should be submitted in writing with the reason justifying the termination or solution.

Art. 192 § 1. After the cessation of the reasons that justified the termination or termination by the cooperative cooperative contract of employment without notice during the membership, cooperative and member cooperatives are obliged to enter into a cooperative contract of employment.

§ 2. In the event of a breach by the cooperative obligation referred to in the preceding paragraph, a member of the cooperative is a claim for reference

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cooperative contract of employment of the content corresponding to the current economic opportunities cooperative. Member who took a job are entitled to remuneration for the time being out of work under the terms of art. 188 § 2, except that the basis for calculating the amount of the average salary is assumed salary established for the new work undertaken.

Art. 193 § 1. Exclusion of a member of the cooperative may occur:

1) the reasons justifying the provisions of the labor law dismissal without notice the fault of the employee;

2) In case of a serious breach of the obligations of membership or willful misconduct to the detriment of the cooperative.

§ 2. The provisions of the preceding paragraph does not preclude the application of Article. 24 § 1.

§ 3. Exclusion can not take place after one month of the cooperative news of the circumstances justifying them.

§ 4. Exclusion of a member who was employed under a cooperative contract of employment implications that labor laws are associated with the solution by the establishment of an employment contract without notice the fault of the employee.

Art. 194 § 1. Removal from the register of members of the cooperative can only take place if:

1) The member is not employed in the cooperative for a period longer than one year from the fault of the cooperative;

2) a member of lost largely or entirely the ability to work and the cooperative could not hire him as corresponding to its reduced capacity to work;

3) a member has lost full legal capacity, and the statute does not provide for the membership of people without such capacity.

§ 2. In the case mentioned in § 1 point 2 of the cancellation becomes effective after the expiration of the period provided for in the Labour Code for termination of employment.

Art. 195. If the co-operative working union, cooperative adopts a resolution to expel a member from the cooperative or to strike it from the register of members after consultation with the competent authority of the union.

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Art. 196 § 1. A member of the cooperative employed under a cooperative employment contract, which excluded the cooperative or deleted in the register of members in violation of the provisions of Article. 193-195, entitled to claim under the provisions of art. 188 § 1 and 2, or if it is more favorable for a member in the labor law regarding employee rights in the event of unlawful termination by the employer of the employment contract without notice.

§ 2. The claims referred to in the preceding paragraph, the member may occur only if there is a resolution to repeal the exclusion or deletion.

§ 3. If the exclusion or deletion was justified, but there has been a violation of Article. 193 § 3 or Article. 195, an action member of the repeal of the resolution to exclude or to strike and for reinstatement may be dismissed, unless further remain a member in the cooperative could not be reconciled with the principles of social coexistence.

§ 4. A member of the cooperative, which despite the unjustified exclusion from the cooperative or removal from the register of members there is no reinstatement or establish membership, is entitled to compensation corresponding to the salary for the notice period.

Art. 197 § 1. The deadline for the initiation of the cooperative member court proceedings in cases involving termination of cooperative employment contract, working conditions and pay, solutions and refusal to establish fourteen days and is counted from the date of service of written notice to the member of the cooperative statement in these cases with justification.

§ 2. In the case brought by a member of an appeal to wewnątrzspółdzielczym period referred to in § 1 runs from the date of service of a member of the cooperative notice with reasons for the resolution of the appeal body or from the deadline established in the statute to the adoption of a resolution by the authority.

Art. 198 § 1. The cause of the existence of the membership, the exclusion of the cooperative, or for removal from the register of members as well as the case of claims for

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unlawful exclusion from the cooperative or removal from the register of members recognize the courts of cases of moral rights.

§ 2. A member may claim judicially repeal resolutions of the cooperative exclusion or removal without recourse to the procedure wewnątrzspółdzielczego. In this case, the challenge by the member subject to the resolution of the board of the cooperative; the period for bringing an action for annulment of that resolution is six weeks, counted from the date of service of a member of the notice of exclusion or removal with justification.

§ 3. The period referred to in the preceding paragraph also applies to an investigation by the member of a claim for compensation for unjustified exclusion or deletion.

Art. 199.W matters not covered by the provisions of Article. 182-198 for a cooperative employment contract, the provisions of labor law, with the exception of the provisions of the Labour Code of concluding contracts for a trial period.

Art. 200 § 1. The statutes of the cooperative may make adoption a member of the holding period of candidate. In this case, the Statute should indicate the cooperative body empowered to adopt the candidates and determine the duration of the period of candidate.

§ 2. In respect of candidates for members of the cooperative period provided for in Article. 17 § 3 runs from the end of the period of candidate.

§ 3. The candidates for members of the cooperative, the provisions of the Labour Code concerning persons employed under a contract of employment for a specified period, but the employment relationship between the candidate and the co-operative can be solved in advance, with the time limits and rules laid down in the provisions of the Labour Code for solutions a contract concluded for an indefinite period.

§ 4. The Statute may provide candidates some of the rights and obligations of members of the cooperative.

§ 5. Employees Cooperative employed for at least twelve months on the basis of an employment contract for an indefinite period, applying for admission to the cooperative members, are exempt from holding period of candidate. The cooperative may not refuse such an employee as a member if

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it meets the statutory requirements, and the cooperative has the opportunity to further his or her employment.

Art. 201 § 1. The statutes may provide for the employment of all or some of the members on the basis of cooperative employment contract, but on the basis of an outwork, service contract or contract work, if it is justified by the type of co-operatives. The cooperative is required to evenly distribute the work among those members, including their qualifications.

§ 1a. The statutes may provide for the employment of all or some of the members on the basis of an employment contract.

§ 2. The members of the cooperative referred to in § 1, the provisions of art. 182 § ​​1, 2 and 4, Art. 183 and Art. 186 § 1.

Art. 202 § 1. The members employed under a contract of outwork, beyond the provisions referred to in Article. 201 § 2, shall apply accordingly the provisions of Article. 184, 185, 200 and 187-198.

§ 2. In matters not covered in art. 201 and in the preceding paragraph shall apply to the termination of the tolling, the termination without notice and the expiration of the relevant labor laws regarding the employment contract. In other respects, the provisions of this law on the agreement on outwork.

Art. 203. The Statute of the cooperative should identify the specific rights and obligations of members employed under service contracts or contract work and the reasons for the exclusion of members of cooperatives or withdrawal from the register of members.

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DIVISION IV

(Repealed)

DIVISION V

(Repealed)

DIVISION VI

The transformation of cooperative work

Art. 203E. As used in this section shall mean:

1) a commercial company - a company within the meaning of art. 4 § 1 point 1 and 2 of the Act of 15 September 2000. - Commercial Companies Code (Dz. U. of 2013. Item. 1030, as amended. Zm.7));

2) a member of the cooperative involved in the conversion - a member of the cooperative, who has made a statement of participation in the transformed company;

3) register - a register of entrepreneurs within the meaning of the Act of 20 August 1997. National Court Register (Dz. U. of 2015. Pos. 1142, 1893 and 1923);

4) articles of association, shares and shareholders - respectively the statute, shares and shareholders.

Article. 203F. Cooperative work can be transformed into a commercial company (the company transformed).

Art. 203G. Conversion of a cooperative working in a commercial company with moment of registration of the company transformed into the register (the day of the transformation). At the same time the registration court ex officio deleted from the Register of the cooperative.

Art. 203H. § 1. The Company converted entitled to all the rights and obligations of the cooperative.

§ 2. The company is transformed into a particular subject permits, licenses and concessions, which entitled the cooperative before their conversion, unless the law or the decision to grant a permit, license or otherwise of relief.

§ 3. The members participating in the transformation have become partners of the date of transformation of the transformed company.

7) Amendments to the consolidated text of the Act were published in the Journal. U. of 2014. Pos. 265 and 1161 and 2015. Pos. 4, 978, 1333 and 1830.

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§ 4. On the transformation of cooperative work cooperative contracts concluded with the members of the cooperative are contracts of indefinite duration.

§ 5. The Company has transformed the obligation to indicate in brackets next to the former company new company with the addition of the word "former" for at least one year from the date of conversion.

Art. 203I. To transform the cooperative work in a commercial company, the provisions of the Commercial Companies Code on commercial companies for the creation of the transformed company, if the provisions of this Chapter do not provide otherwise.

Art. 203j. Conversion of a cooperative working in a commercial company requires:

1) the resolution of the general meeting of cooperative members initiating the process of transformation of the company;

2) prepare the conversion plan;

3) to examine the conversion plan and issue an opinion by the auditor appointed by the court of registration;

4) notify the members of the cooperative of its intention to decide on conversion of cooperatives in the company;

5) The resolution of the general meeting of cooperative members to transform the cooperative into a company;

6) invite members of the cooperative to make a statement about the participation in the transformed company;

7) appointment of members of the transformed company or identify partners engaged in affairs of the company and representing it externally;

8) to conclude the transformed company or the signing of the Statute of the transformed company;

9) registration of the company transformed into the register and removal from the register of cooperatives.

Art. 203k. § 1. The process of transformation of cooperative work in a commercial company starts with the adoption of the resolution referred to in Article. 203j point 1. This resolution requires a majority of 3/4 of the votes cast in the presence of at least half of those entitled to vote.

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§ 2. The resolution to initiate the process of transformation into a commercial company determines the type of company, which is to be transformed into a cooperative work.

Art. 203l. § 1. The conversion plan prepares the management of the cooperative work in writing to be valid.

§ 2. The conversion plan should include at least:

1) determination of the carrying value of the assets of the cooperative on a certain day in the month preceding the submission of the members of the cooperative conversion plan;

2) a summary of the motives transformation;

3) determine the value of the shares of the transformed company and the number of shares in the transformed company per one share membership in the cooperative on the basis of the financial statements referred to in § 3 point 4.

§ 3. The conversion plan should include:

1) a draft resolution on the transformation of cooperatives in a commercial company;

2) a draft agreement transformed company;

3) the valuation of assets (assets and liabilities) of the cooperative;

4) The financial statements for the purpose of conversion to the date referred to in § 2 point 1, using the same methods and the same layout as the last annual financial statements.

Art. 203m. § 1. Immediately after preparing the conversion plan management of the cooperative work shall transmit the plan to the auditor.

§ 2. The auditor examines the transformation plan in terms of accuracy and reliability, and shall issue an opinion within two months of receiving the conversion plan from the board of the cooperative work.

§ 3. The auditor may request from the board of the cooperative work to submit additional documents and explanations.

Art. 203n. § 1. The Management Board shall notify the cooperative work of cooperative members of the intention to decide on conversion cooperative twice, at an interval of not less than two weeks and no later than one month before the date of adoption of this resolution. The period referred to in the preceding sentence, counted from the date of the first notice.

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§ 2. Notices referred to in § 1 should contain the essential elements of the conversion plan and the auditor's opinion, and determine the date and place where the cooperative members can read the full text conversion plan and the auditor's opinion. The deadline referred to in the preceding sentence may not be shorter than two weeks before the date of adoption of the resolution on the transformation.

§ 3.8) The notices referred to in § 1, accompanied by a draft resolution on the transformation and the draft agreement or the articles of association transformed; It does not apply to the case in which the notice is published.

Art. 203o. § 1. The resolution of the general meeting of cooperative members work to transform referred to in Article. 203j Section 5, requires the majority of 3/4 votes cast in the presence of at least half of those entitled to vote.

§ 2. The resolution of the general meeting of cooperative members work on the transformation includes at least:

1) specify the type of company in which the cooperative is transformed;

2) (expired) 9)

3) the names and the names of the partners leading the company's affairs and who represent the company transformed, if converted into a partnership, or the names of the members of the Management Board of the company transformed, in the case of conversion into a capital company;

4) approval of the wording of the articles of association transformed;

5) determination of the share capital, in the case of conversion into a capital company, or the amount of the sum of the limited partnership, if converted into a limited partnership, or the nominal value of shares, in the case of transformation into a joint-stock company.

Art. 203P. Cooperative work calls on its members to submit, in the manner indicated in the statute, a statement of participation in the transformed company, within one month from the date of adoption of the resolution on the transformation of co-operatives in the company

8) On 26 June 2015. Lost power, insofar as concerns the notification by the ad based on the Constitutional Court's judgment of 16 June 2015., Ref. No. K 25/12 (Dz. U. pos. 891).

9) On 26 June 2015. On the basis of the judgment referred to in footnote 8.

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trade. A statement of participation in the transformed company shall be in writing under pain of nullity.

Art. 203q. Without undue delay after the expiry of the deadline to declare their participation in the transformed company must enter into a contract or sign the charter of the transformed company. Place and date of conclusion of the contract or the signing of the Statute of the transformed company determines the management of the cooperative work and notify the members of the cooperative, who made a statement of participation in the transformed company.

Art. 203r. The application for entry of the company transformed into the register and a request for the transformation consists of all members of the board of the transformed company, or all the partners entitled to represent the transformed company.

Art. 203s. § 1. The entry fee paid by the member co-operatives involved in the conversion, the shares paid State and member of the distribution of surplus assets, are on the transformation of contributions paid by the shareholder to the share capital of the transformed company's capital or contributions paid by the partner to the partnership transformed, subject to the provisions of the Act of 15 September 2000. - commercial Code relating to the share capital and the nominal value of the share capital in the company.

§ 2. The articles of association may provide that members of the cooperative work, who joined the company may make other contributions than those provided for in § 1.

§ 3. The articles of association may provide that the founders of the company can be converted to non-members of the cooperative transformed.

Art. 203t. Notices and summons the members of the cooperative work to be done in the manner provided for in the statute of the cooperative for convening general meetings.

Art. 203u. § 1. The appeal against the resolutions of the general meeting of a cooperative referred to in Article. 203j points 1 and 5 shall apply mutatis mutandis. 42 § 4-9. You can not sue the resolution only on the basis referred to in § 4.

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§ 2. An action for annulment of the resolution referred to in Article. 203j points 1 and 5, or an action for annulment must be brought within one month of receipt of information about the resolution, but not later than within three months from the date of the resolution.

§ 3. If the final judgment annulling the resolution or repealing the resolution referred to in Article. 203j point 1, was released after the resolution referred to in Article. 203j paragraph 5 shall not affect the validity of the other resolutions and does not need to re-initiate the transformation procedure.

§ 4.10) Where a member of the cooperative work has reservations about the reliability of the valuation of the buy-in and paid his membership shares and membership shares of the division of the surplus balance sheet adopted in the plan of transformation, may submit no later than the date of the resolution on the transformation, the demand for re-valuation of the members' shares the distribution of surplus assets, as referred to in Article. 203s § 1.

§ 5. If the cooperative work does not take into account the request referred to in § 4, within two months from the date of filing, a member of the cooperative has the right to bring an action to establish the value of members' shares of the distribution of surplus assets. Such an action does not preclude the registration of the transformation.

Art. 203w. § 1. A member of the cooperative work, which did not submit a statement of participation in the transformed company, has a claim for payment of an amount corresponding to the amount contributed to the cooperative buy-in paid-up share of the Member State and the share of the distribution of surplus assets, according to the financial statements prepared for the purpose of transformation.

§ 2. The Company shall pay the transformed referred to in § 1, no later than six months from the date of conversion.

§ 3. The claim referred to in § 1, barred after three years from the date of conversion.

10) Recognized as inconsistent with the Constitution on 26 June 2015. To the extent that does not allow requests re-valuation of the entry fee and paid-up shares States and bring an action to establish the buy and paid membership shares, based on the judgment referred to in reference 8.

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§ 4. The member referred to in § 1, may submit, no later than the date of the resolution on the transformation, the demand for re-valuation of its share of State of the division balance sheet surplus determined in accordance with the financial statements prepared for the purpose of transformation. The provisions of Article. 203u § 1, second sentence and § 5 shall apply accordingly.

Art. 203x. § 1. In the case of transformation of a cooperative into a limited partnership or limited joint-stock company, a resolution to transform the cooperative into a company requires, in addition to a majority laid down in Article. 203o § 1, the consent of the people in the company transformed to be general partners. Other members of the cooperatives participating in the transformation have become limited partners or shareholders of the transformed company.

§ 2. The consent referred to in § 1, shall be in writing under pain of nullity, within one month from the date of adoption of the resolution on the transformation of cooperative work in a commercial company.

PART II

UNIONS COOPERATIVE AND THE NATIONAL COUNCIL OF COOPERATIVE

TITLE I

cooperative unions

Art. 240 § 1. Cooperatives may establish relationships inspection and proceed to such associations. The number of founders of an audit union shall not be less than ten.

§ 2. The purpose of the audit is to ensure connection associated in the cooperatives help their statutory activities.

§ 3. The tasks of an audit union should:

1) carrying out vetting affiliated cooperatives;

2) conduct to affiliated cooperatives instructional activities, counseling, cultural, educational, training and publishing;

3) represent the interests of affiliated cooperatives to bodies of state administration and local government bodies;

4) representing the affiliated cooperatives abroad;

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5) initiating and developing cooperation between cooperatives and cooperation with scientific and research institutions;

6) perform other tasks provided for in this Act and the Statute.

§ 4. Inspection Association acquires legal personality from the moment of entry into the National Court Register and acts on the basis of this Act and the statute, which should in particular:

1) the name and address of the connection;

2) the purpose and object of the action of the compound;

3) the rules and procedures of receiving, plotting, expulsion and expressing membership;

4) rules and mode of election bodies of the union and their tasks and competences;

5) the rules and procedure for determining lustratorów.

§ 5. The statute of not stipulate respect for law rights which the supervisory and to the affiliated cooperatives, except as provided in this Act.

Art. 240a. (Repealed)

Art. 241. The National Council of Cooperatives keep a record of compounds revision. Principles of the register and the data it shown determines the National Council of Cooperatives.

Art. 242 § 1. Inspection Association is liquidated:

1) due to a decrease in the number of members, less than specified in the statute or the law;

2) pursuant to a resolution of the general meeting of representatives (Congress) adopted by a simple majority;

3) on the basis of the court ruling at the request of the National Cooperative Council, in the event that their business relationship flagrantly violates the law or the provisions of the statute.

§ 2. In the case referred to in § 1 point 1 and 2, the management of an audit union shall immediately notify the court of registration, the National Council of Cooperative and appoint a liquidator. The liquidator may be the last member of the board.

§ 3. The proposal of the National Cooperative Council, referred to in § 1 point 3 must include an indication of the liquidator of an audit union.

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Art. 243 § 1. Cooperatives may establish economic ties and join such compounds.

§ 2. The purpose of these compounds is to conduct business on behalf of or in the interest of affiliated cooperatives.

§ 3. The economic ties, the provisions on cooperatives, whose members according to the statutes only legal persons, and art. 241.

Art. 244-256. (Repealed)

Art. 257 § 1. In matters not regulated in this Title, the provisions of Part I, with the exception of art. 24 § 4 and 6-9, art. 32 and 33, and with respect to compounds of inspection include art. 67, 75-78 and the provisions of the Act relating to shares and contributions. The provisions of Article. 42 shall apply mutatis mutandis to the resolutions of the council relationship.

§ 2. Vetting cooperative relationships, based on the provisions of Article. 91-93, performs the National Council of Cooperatives.

TITLE II

The National Government Cooperative

Art. 258 § 1. The highest authority of the cooperative self-government is the Congress of Cooperatives convened every four years.

§ 2. The Congress of Cooperatives convened by the National Council of Cooperatives, which specifies the number, the rules and mode of election of delegates to the Congress.

Art. 258a. Congress Cooperative assesses the state of the cooperative movement in the Polish Republic and the conditions and possibilities of its development, adopt the statutes of the National Cooperative Council, the principles of financing its activities by cooperative organizations, elects the members of the Board and defines the principles dismissal of its members.

Art. 259 § 1. The chief body of local co-operative is the National Council of Cooperatives.

§ 2. The tasks of the Council include:

1) representing the Polish cooperative movement in the country and abroad;

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2) cooperation with the supreme state authorities in matters concerning the cooperative movement;

3) initiating and reviewing laws on cooperatives and having her importance;

4) testing and evaluation forms, conditions, directions and results of operations of the cooperative movement and presenting information and requests the chief state authorities;

5) organizing research activities, training and information, promoting cultural and educational activities members undertake initiatives related to the development of the cooperative movement in the Republic of Polish, including the development of cooperative student, and the formation of favorable conditions for the development of the cooperative movement;

6) initiating and developing cooperation międzyspółdzielczej and spreading the idea of ​​cooperative action;

7) organization of arbitration in disputes between cooperative organizations;

8) cooperation with the trade by revision of the implementation of tasks under this Act;

9) perform other tasks provided for in this Act and other laws and commissioned by Congress.

§ 3. The National Council of Cooperatives performs the functions provided for in the audit union in relation to non-members of the cooperative in such a relationship.

Art. 259A. § 1. The National Council of Cooperatives have legal personality.

§ 2. The National Council of Cooperatives operate on the basis of the statute, which defines the detailed rules and the mode of its operation.

§ 3. Statute and its changes become effective after finding by the Court Wojewódzki11) in Warsaw in non-litigious proceedings of their compliance with the law. In the event of non-compliance Court appoint Council deadline to remove or change the provisions illegal.

11) Currently, the Regional Court, in accordance with Article. 4 of the Act of 18 December 1998. Amending the Act - Law on Common Courts (Dz. U. No. 160, item. 1064), which entered into force on 1 January 1999.

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§ 4. The Statute shall be published in the Official Journal of the Republic of Polish "Polish Monitor".

§ 5. The Council bodies may participate in an advisory capacity representatives of the supreme bodies of state administration and union representatives revision.

Art. 260-265. (Repealed)

Art. 266. Expenditure of the National Cooperative Council coincides with the contributions of cooperative organizations according to rules set by Congress and other income and donations.

Art. 266a. Costs related to the participation of the National Cooperative Council at the Central Committee of Agricultural Co-operatives (COGECA) in 2015-2020 bailed on the terms specified in the regulations on agricultural chambers.

Art. 267 (repealed)

Part IIA

PENAL PROVISIONS

Art. 267a. (Repealed)

Art. 267b. Whoever, being a member of the board of the cooperative or the liquidator does not report for bankruptcy cooperative despite the creation of conditions justifying bankruptcy cooperative,

subject to a fine, imprisonment or imprisonment for a year.

Art. 267c. Whoever, being a member of the body of a cooperative or a liquidator contrary to the provisions of the Act:

1) does not give the cooperative vetting,

2) does not provide grants or inconsistent with the facts explanations lustratorowi, does not allow him to perform duties or do not submit relevant documents,

3) does not provide the members of the cooperative protocol vetting,

4) shall not convene a general meeting, meetings or meetings of representatives of groups of States prior to the meeting of representatives,

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5) does not prepare within documents relating to allocate the cooperative referred to in Article. 108b,

subject to a fine or imprisonment.

Art. 267d. § 1. Whoever, being a member of the body of a cooperative or a liquidator, announces untrue data or present it to the authorities cooperatives, state authorities, members of cooperatives or lustratorowi,

subject to a fine, imprisonment or imprisonment for up to 2 years.

§ 2. If the perpetrator acts unintentionally,

subject to a fine, imprisonment or imprisonment for a year.

PART III

CHANGES IN THE RULES IN FORCE AND TRANSITIONAL AND FINAL

Chapter 1

Changes to the regulations in force

Art. 268-270. (Omitted)

Chapter 2

Transitional and final provisions

Art. 271-273. (Omitted)

Art. 274 (repealed)

Art. 275. (repealed)

Art. 276-279. (Omitted)

Art. 280. The Act of 17 February 1961. On cooperatives and their relationships (Dz. U. No. 12, pos. 61 and 1974. No. 47, pos. 281).

Art. 281. The law shall enter into force on 1 January 1983.