Reference sample of articles of association of farmers' professional cooperatives

Articles of association of farmers' professional cooperatives must comply with the provisions of laws, administrative regulations and relevant national policies. This template is for reference only.

The parts in italics and italics in this model charter are explanatory provisions or demonstrative examples, and the other parts in font are exemplary provisions. Farmers' professional cooperatives shall formulate and amend their articles of association based on their own actual conditions and with reference to this model articles of association.

Articles of Association of the Professional Cooperative

The establishment meeting will be held on the day of the month and the establishment meeting will be unanimously approved by all the founders.

Chapter 1 General Provisions

Article 1: In order to protect the legitimate rights and interests of members, increase the income of members, and promote the development of the cooperative, in accordance with the "Farmers Professional Cooperative Law of the People's Republic of China" and relevant laws, regulations, and policies to formulate this charter.

Article 2 The Society is initiated by Note: Names of all sponsors (among them, farmer members account for % of the total number of members). The establishment meeting was held on the day of the year.

The name of the company: Cooperative, the total capital contribution of members is RMB.

Legal representative of the company: Note: Name of the chairman.

The company’s address: , postal code: .

Article 3 The purpose of this society is to serve its members and seek the common interests of all members. Members join the cooperative on a voluntary basis, are free to withdraw from the cooperative, have equal status, are managed democratically, implement independent operations, are responsible for profits and losses, benefit are fully shared, and risks are not borne. The surplus is mainly returned in proportion to the transaction volume (amount) between the members and the cooperative.

Article 4 The Society takes members as its main service targets and provides members with services such as the purchase of agricultural production materials, the sale, processing, transportation and storage of agricultural products, as well as technology and information related to agricultural production and operation in accordance with the law. The main business scope is as follows: Note: Fill in according to the actual situation. For example:

(1) Organize the purchase and supply of production materials required by members;

(2) Organize the purchase and sale of products produced by members and similar producers and operators;

(3) Provide transportation, storage, processing, packaging and other services required by members;

(4) Introduce new technologies and new varieties, and carry out technical training and technical training related to agricultural production and operation Communication and consulting services;…etc.

The above content is subject to the business scope approved by the industrial and commercial administration department.

Article 5 The Company shall have the right to possess, use and dispose of the property formed by members’ capital contributions, provident funds, direct state financial subsidies, donations from others and other assets obtained legally, and shall use the above-mentioned property to Debt liability.

Article 6 The provident fund withdrawn by the Company every year shall be quantified as each member’s share in proportion according to the business transaction volume (amount) between the members and the Company Note: or the amount of capital contribution, or a combination of the two. Property formed from direct state financial subsidies and donations from others is equally quantified as each member's share as one of the basis for the distribution of distributable surplus.

The Company sets up a personal account for each member, which mainly records the member’s investment amount, the provident fund share quantified to the member, and the business transaction volume (amount) between the member and the Company.

Members of the Company shall be liable to the Company only to the extent of their capital contribution and provident fund share recorded in their personal accounts.

Article 7: Upon discussion and approval by the General Meeting of Members, the Society shall invest in the establishment of economic entities related to the Company’s business content; accept entrustment from units related to the Company’s business and handle intermediary services such as purchasing and sales; apply to relevant government departments or Accept the entrustment of relevant government departments to organize and implement construction projects supported by the state for the development of agriculture and rural economy; participate in social welfare donations according to the determined amount and method. Note: Farmers’ professional cooperatives can choose to carry out the above business.

Article 8 The company and all its members shall abide by social ethics and business ethics and carry out production and business activities in accordance with the law.

Chapter 2 Members

Article 9 Citizens with civil capacity who are engaged in the production and operation of agricultural and sideline products as the main business within the business scope can use and accept the information provided by the Society. Those who serve, acknowledge and abide by this Articles of Association, and perform the joining procedures stipulated in this Articles of Association may apply to become members of the Society. The Cooperative absorbs enterprises, institutions or social groups that are engaged in production and business activities directly related to the Cooperative's business as group members. Note: Farmers' professional cooperatives can decide whether to absorb group members based on the actual situation of their own development. Such members shall not exceed 100% of the total number of members. Five out of five. Units with the function of managing corporate affairs are not allowed to join the Society. Among the members of this society, farmers account for at least 80% of the total members.

Note: The articles of association of farmers' professional cooperatives may also stipulate other conditions for members to join the cooperative, such as: having a certain production and operation scale or operation and service capabilities, etc. Specifically, it can be expressed as: the breeding scale reaches above or the planting scale reaches above, etc.

Article 10: Anyone who complies with the provisions of the previous article shall submit a written application for joining the society to the board of directors of the society: or the chairman (in the case where there is no board of directors, the following similar notes are the same), and the general meeting of members notes: or the director Those who pass the review and discussion will become members of the society.

Article 11 Rights of members of the Society:

(1) Participate in members’ meetings and enjoy the right to vote, elect and be elected;

(2) Use The services and production and operation facilities provided by the Society;

(3) Share the Society’s surplus in accordance with the provisions of this Articles of Association or the resolution of the General Meeting of Members;

(4) Consult the Articles of Association, the roster of members, and the General Meeting of Members Records, board of directors meeting resolutions, board of supervisors meeting resolutions, financial accounting reports and accounting books;

(5) Putting forward inquiries, criticisms and suggestions on the work of the company;

(6) Suggestions Convene an extraordinary general meeting of members;

(7) Freely submit a statement of withdrawal from the club and withdraw from the club in accordance with the provisions of this Articles of Association;

(8) Other rights of members to be unanimously resolved. Note: This item can be deleted if no specific provisions are made

Article 12: The election and voting of the membership meeting of the Society shall be based on the one-person-one-vote system, and each member shall have one basic voting right.

Members whose capital contribution accounts for more than % of the total capital contribution of the company’s members or whose business transaction volume (amount) with the company accounts for more than % of the company’s total transaction volume (amount), in matters such as the company’s notes: such as, In terms of decision-making on major property disposals, investment and establishment of economic entities, external guarantees and other matters in production and operation activities, the maximum number of additional voting rights is the number of votes. Note: The total number of additional voting rights shall not exceed 20% of the total number of basic voting rights of the members of the society according to law. . Members who enjoy additional voting rights and the number of additional voting rights they enjoy shall be informed to the members present at each general meeting of members.

Article 13 Obligations of members of the Society:

(1) Comply with the Articles of Association and various rules and regulations of the Society, and implement the resolutions of the General Meeting of Members and the Board of Directors;

(2) Contribute capital to the Society in accordance with the Articles of Association;

(3) Actively participate in various business activities of the Company, accept the technical guidance provided by the Society, engage in production in accordance with the quality standards and production technical regulations stipulated by the Society, and perform The business contract signed with the company carries forward the spirit of mutual assistance and cooperation and seeks common development;

(4) Safeguard the interests of the company, take care of the production and operation facilities, and protect the owned property of the members of the company;

(5) Not to engage in activities that harm the common interests of the members of the Society;

(6) Not to use the creditor's rights owed to the Society or other members of the Society to offset what has been subscribed or has been The amount of capital contribution that has been subscribed but has not yet been fully paid; the amount of capital contribution that has been paid shall not be used to offset its debts to the Society or other members of the Company;

(7) Bear the losses of the Company;

(8) Other obligations agreed upon by members. Note: This item can be deleted if no specific provisions are made

Article 14 If a member has any of the following circumstances, his or her membership will be terminated:

(1) Actively requests to withdraw from the club; < /p>

(2) Loss of capacity for civil conduct;

(3) Death;

(4) The enterprise or organization to which a group member belongs becomes bankrupt or dissolved;< /p>

(5) Being removed from the company.

Article 15 If a member requests to withdraw from the club, he must submit a written statement to the board of directors three months before the end of the accounting year before he can go through the withdrawal procedures; among them, if a group member withdraws from the club, he must submit a written statement to the board of directors three months before the end of the accounting year. Submitted six months before expiry. The membership of a withdrawing member shall terminate at the end of the fiscal year. Members whose qualifications are terminated must share the losses and debts of the Society before their qualifications were terminated.

If membership is terminated, the capital contribution and provident fund share recorded in the member's account shall be refunded within 3 months after the final accounts of the fiscal year Note: shall not exceed three months. If the company has an operating surplus, the corresponding surplus income will be returned in accordance with the provisions of this Article; if the company has an operating loss, the amount of the loss that it should share will be deducted.

The business contracts that members have concluded with the Society before their qualifications are terminated shall continue to be performed. Note: It can also be determined according to the agreement with the Society when withdrawing from the Society.

Article 16 If a member dies, and his legal heir meets the conditions stipulated in the law and this Articles of Association, he shall submit an application for joining the society within one month, and go through the formalities for joining the society after being noted by the general meeting of members or discussed and approved by the board of directors. , and inherit the creditor's rights and debts of the deceased and the Company. Otherwise, the withdrawal procedures shall be handled in accordance with the provisions of Article 15.

Article 17 If a member has any of the following circumstances, he or she shall be removed from the membership upon the note of the general meeting of members or through discussion and approval by the board of directors:

(1) Failure to perform member obligations and education is ineffective. ;

(2) Bringing serious damage to the reputation or interests of the Society;

(3) Other circumstances unanimously resolved by the members. Note: This may be used if no specific provisions are made. delete.

The Society will return the capital contribution and provident fund share recorded in the member's account to the expelled member, settle the debts he or she should bear, and return the corresponding surplus income. Anyone who is removed from the company due to the second item of the preceding paragraph must pay corresponding compensation to the Society.

Chapter 3 Organizational Structure

Article 18 The General Meeting of Members is the highest authority of the society and is composed of all members.

The general meeting of members shall exercise the following powers:

(1) Review and amend the association’s articles of association and various rules and regulations;

(2) Elect and remove the chairman, Directors, executive supervisors or members of the board of supervisors;

(3) Deciding on matters such as members joining, withdrawing from the society, inheritance, removal, rewards, punishments, etc. Note: This item can be deleted if a board of directors is established;

(4) Determine members’ capital contribution standards and increase or decrease capital contributions;

(5) Review the society’s development plan and annual business operation plan;

(6) Review and approve the annual financial budget and final accounts plan;

(7) Review and approve the annual surplus distribution plan and loss treatment plan;

(8) Review and approve the annual business report submitted by the board of directors, executive supervisors or board of supervisors;

(9) Decide on major property disposals, external investments, external guarantees and other major matters in production and operation activities;

(10) Make decisions on mergers, divisions, dissolutions, liquidations and external Jointly make resolutions;

(11) Decide on the number, qualifications, remuneration and terms of employment of operating management personnel and professional and technical personnel;

(12) Listen to the chairman or director The meeting will report on changes in members;

(13) Decide to establish or cancel branches.

(14) Decide on other major matters Note: This item can be deleted if no specific provisions are made.

Article 19 When the number of members of the Society exceeds 150, a member representative conference shall be elected. Note: The total number of member representatives for the member representative conference may be specified, or each member may be required to elect one member representative. , or other detailed regulations. The Members’ Congress shall perform the functions and powers of the Members’ Congress. Note: refers to part or all of the powers and powers stipulated in Article 18. The term of member representatives is years and they can be re-elected.

Note: Farmers’ professional cooperatives with a total of 150 members may decide whether to establish a member representative assembly based on their actual development conditions. If it is not established, this article can be deleted

Article 20 The Society shall hold a general meeting of members every year. Note: At least one general meeting of members shall be held at the end of the fiscal year. Note: The chairman or the board of directors shall be responsible for convening the general meeting of members, and shall notify all members of the meeting contents fifteen days in advance.

Article 21 If any of the following circumstances occurs, the Society will convene an extraordinary general meeting of members within 20 days:

(1) More than 30% of the members propose;< /p>

(2) Proposal of the executive supervisor or board of supervisors; Note: If there is no executive supervisor or board of supervisors, this item can be deleted

(3) Proposal of the board of directors;

(4) Other situations in which members agree to make resolutions Note: This item can be deleted if no specific provisions are made.

Note from the Chairman: If the Board of Directors or the Board of Directors is unable to perform its duties in accordance with Article 20 or fails to perform its duties within the prescribed time limit without justifiable reasons to convene an extraordinary general meeting, the executive supervisor or the Board of Supervisors shall convene and preside over the extraordinary general meeting within days. General Assembly. Note: If there is no executive supervisor or supervisory committee, this paragraph can be deleted

Article 22 The general meeting of members must be attended by more than two-thirds of the total members of the society before it can be held. If a member is unable to attend the general meeting for some reason, he or she may entrust another member in writing to act as his/her agent. A member can only vote on behalf of at most members.

Elections or resolutions made by the general meeting of members must be approved by more than half of the total number of voting rights of the society’s members; amendments to the society’s articles of association, changes in members’ capital contribution standards, increases or decreases in members’ capital contributions, mergers, divisions, dissolutions, liquidations and external affairs Resolutions on important matters such as joint matters must be passed by more than two-thirds of the total voting rights of the members. Representatives of the Members’ Congress shall exercise their voting rights at the Members’ Congress based on their opinions and voting rights entrusted by members in writing.

Note: If the Members’ Congress exercises the functions and powers of the Members’ Congress in accordance with the provisions of this Article, specific provisions may be made with reference to the above-mentioned procedures and rules for election or resolution of the Members’ Congress, and the total number of voting rights of members represented by the Members’ Congress must be Comply with the above provisions

Article 23 The company shall have a chairman, who shall be the legal representative of the company. The term of office of the Chairman is years, and he may be re-elected.

The chairman shall exercise the following powers:

(1) Preside over the members’ meeting, convene and preside over the board of directors meeting;

(2) Sign the capital contribution certificate of the society’s members;

(3) Sign the appointment or dismissal of the company’s managers, financial accounting personnel and other professional and technical personnel;

(4) Organize the implementation of the resolutions of the general meeting and the board of directors, and inspect the implementation of the resolutions ;

(5) Sign contracts on behalf of the company, etc.

(6) Perform other functions and powers granted by the general meeting of members Note: This item can be deleted if no specific provisions are made.

Article 24: The Society shall have a Board of Directors, which shall be responsible to the General Meeting of Members. It shall consist of 2 members and shall have 1 vice-chairman. The term of board members is years and they may be re-elected.

Note from the Board of Directors: Alternatively, the Chairman may exercise the following powers:

(1) Organize and convene the members’ meeting and report on its work, and implement the resolutions of the members’ meeting;

(2) ) Formulate the company's development plan, annual business operation plan, internal management rules and regulations, etc., and submit them to the members' meeting for review;

(3) Formulate annual financial budgets and final accounts, surplus distribution, loss compensation and other plans, and submit them to the members' meeting for review ;

(4) Organize and carry out member training and various collaborative activities;

(5) Manage the assets and finances of the Society and ensure the property safety of the Society;

(6) Accept, reply to, and handle relevant inquiries and suggestions raised by executive supervisors or the board of supervisors;

(7) Decide on matters such as members joining, withdrawing from the society, inheritance, removal, rewards, sanctions, etc. Note: If there is no establishment This item of the Board of Directors can be deleted;

(8) Decide on the appointment or dismissal of the company’s managers, financial accounting personnel and other professional and technical personnel;

(9) Perform other functions and powers granted by the general meeting of members Note: This item can be deleted if no specific provisions are made.

Article 25: Voting at the Board of Directors meeting shall be based on one person, one vote. Major matters are discussed collectively and decisions can be made only with the consent of more than two-thirds of the directors. When individual directors have different opinions on a certain resolution, their opinions will be recorded in the minutes of the meeting and signed. The executive supervisor or chief supervisor, manager and member representatives are invited to attend the meeting of the board of directors, and those present have no voting rights.

Note: Farmers’ professional cooperatives can decide whether to establish a board of directors based on their actual development conditions. If a board of directors is not established, the relevant content in paragraph 1 of Article 24 and Article 25 may be deleted.

Article 26 The company shall have an executive supervisor to supervise and inspect the work of the board of directors and staff on behalf of all members. Executive supervisors attend board of directors meetings.

Article 27 The company shall have a board of supervisors, which shall consist of two supervisors and a chairman of the board of supervisors. The term of office of the chairman of the board of supervisors and the members of the board of supervisors shall be one year and may be re-elected. The Chairman of the Board of Supervisors attends meetings of the Board of Directors.

Note from the Board of Supervisors: Or the executive supervisor (in the case where there is no board of supervisors and there is only one supervisor) shall exercise the following powers:

(1) Supervise the Board of Directors’ review of the resolutions of the General Meeting of Members and the Articles of Association of the Society. Implementation status;

(2) Supervise and inspect the company’s production and operation business, and be responsible for the company’s financial review and supervision work;

(3) Supervise the performance of duties by the chairman or board members and managers situation;

(4) Submit an annual supervision report to the general meeting of members;

(5) Put forward work inquiries and suggestions for improvement to the chairman or the board of directors;

(7) Be responsible for recording the business transaction volume (amount) when directors have business transactions with the Society on behalf of the Society;

(8) ) Perform other duties assigned by the general meeting of members Note: This item can be deleted if no specific provisions are made.

The outgoing director must wait until after the resignation year. Note: Only by filling in the term of office of the chairman specified in Article 23 of this Article of Association can he be elected as a supervisor.

Article 28 The meeting of the Board of Supervisors shall be convened by the Chairman of the Board of Supervisors, and the resolutions of the meeting shall be notified to the Board of Directors in writing. The Board of Directors will respond to relevant inquiries within days after receiving the notification.

Article 29: Voting at meetings of the Board of Supervisors shall be based on one person, one vote. A meeting of the board of supervisors must be attended by more than two-thirds of the supervisors. Resolutions on major matters must be approved by more than two-thirds of the supervisors before they can take effect. If an individual supervisor has different opinions on a certain resolution, his/her opinions shall be recorded in the meeting minutes and signed.

Note: Farmers’ professional cooperatives can decide whether to establish executive supervisors and a board of supervisors based on their actual development conditions. If it is not established, the relevant content of Articles 27, 28, and 29 can be deleted.

Article 30: The manager of the Society is appointed or dismissed by the Board of Directors Note: or the Chairman, is responsible to the Board of Directors Note: or the Chairman, and exercises the following powers:

(1) Presiding The company’s production and operation work shall organize and implement the resolutions of the Board of Directors;

(2) Organize and implement the annual production and operation plan and investment plan;

(3) Formulate the operation and management system;

(4) Propose the appointment or dismissal of financial accounting personnel and other operating and management personnel;

(5) Appoint or dismiss operating and management personnel and other work personnel other than those who should be appointed or dismissed by the board of directors Personnel;

(6) Other powers granted by the Board of Directors Note: This item can be deleted if no specific provisions are made.

The chairman or director of the company can concurrently serve as the manager.

Article 31 The current chairman, directors, managers and financial accountants of the Company shall not concurrently serve as supervisors.

Article 32 The chairman, directors and management personnel of the Society shall not engage in the following acts:

(1) Misappropriate, misappropriate or privately distribute the Company’s assets;

(2) Violating the provisions of the Articles of Association or without the consent of the general meeting of members, lending the Company’s funds to others or using the Company’s assets to provide guarantees for others;

(3) Accepting commissions from other people’s transactions with the Company as one’s own ;

(4) Engage in other activities that harm the economic interests of the cooperative;

(5) concurrently serve as the chairman, director, supervisor, or manager of other professional farmer cooperatives with the same business nature.

The income earned by the chairman, directors and management personnel from violating the provisions of items (1) to (4) of the preceding paragraph shall belong to the Society; if losses are caused to the Company, they shall bear liability for compensation.

Chapter 4 Financial Management

Article 33 The cooperative shall implement independent financial management and accounting, and shall strictly comply with the financial system and accounting system of farmer cooperatives formulated by the financial department of the State Council. Costs and expenses in the process of production, operation and management services.

Article 34 The company shall establish and improve financial and accounting systems in accordance with relevant laws, administrative regulations and the provisions of relevant government departments, and implement a monthly daily note: or a regular financial disclosure system on the first day of each quarter. .

Our financial personnel should hold accounting qualification certificates. Accountants and cashiers do not serve each other concurrently. Members of the Board of Directors, the Board of Supervisors and their immediate family members are not allowed to serve as financial personnel of the Company.

Article 35 All business transactions between members and the Company shall be recorded in the personal account of each member with their real names as the basis for the return and distribution of distributable surplus based on transaction volume (amount). All business transactions between non-members who use the services provided by the Company and the Company shall be kept in separate accounts and accounted for separately.

Article 36 At the end of the fiscal year, the chairman of the board of directors or the board of directors shall organize the preparation of the company’s annual business report, surplus distribution plan, loss treatment plan and financial accounting report in accordance with the provisions of this charter. After review by the executive supervisor or the board of supervisors, it shall be kept at the office location fifteen days before the members' meeting for review by members and to accept questions from members.

Article 37 The funding sources of the Society include the following:

(1) Member contributions;

(2) From the surplus in each fiscal year Withdrawn provident funds and public welfare funds;

(3) Undistributed income;

(4) National support subsidy funds;

(5) Donations from others;< /p>

(6) Other funds.

Article 38 Members of the Society may make capital contributions in currency, or use warehouses, processing equipment, transportation equipment, agricultural machinery, agricultural products and other physical objects, technology, intellectual property rights or other property rights to make capital contributions, but they may not The capital contribution is based on labor services, credit, natural person's name, goodwill, franchise rights or secured property, etc. If members make non-monetary contributions, the valuation shall be assessed by all members.

Article 39 The capital contribution subscribed by the members of the society must be paid within three months.

Article 40 Members who make capital contributions in non-monetary ways enjoy the same rights and bear the same obligations as members who make capital contributions in monetary ways.

Note from the Chairman: Or after review by the Board of Directors and discussion and approval by the General Meeting of Members, members’ capital contributions can be transferred to other members of the Society.

Article 41 When it is necessary to adjust members’ capital contributions in order to achieve the development goals of the society and all members, a resolution will be formed after discussion and approval by the general meeting of members. Each member must adjust the capital contribution in accordance with the method and amount decided by the general meeting of members. Contribution.

Article 42 The Society shall issue membership certificates to members and indicate the members’ capital contributions. The membership certificate shall be stamped with the financial seal of the Society and the seal of the Chairman.

Article 43 The Society shall withdraw 0% of the current year’s surplus as a public reserve fund to expand production and operations, make up for losses, or convert it into members’ capital contribution.

Note: Farmers’ professional cooperatives can decide whether to withdraw provident funds based on their actual development conditions.

Article 44 The Cooperative shall withdraw % of the current year’s surplus as public welfare funds for members’ technical training, cooperative knowledge education, cultural and welfare undertakings and mutual aid in life. Among them, the proportion used for member technical training and cooperative knowledge education shall not be less than 1% of the amount of public welfare funds.

Note: Farmers’ professional cooperatives can decide whether to withdraw public welfare funds based on their actual development conditions.

Article 45 The direct national financial subsidies and donations from others accepted by the Society shall be recorded in an amount determined in accordance with the methods stipulated in this Articles of Association, and shall be used as the Company’s funds (properties) according to the prescribed purposes and the wishes of the donors. For the development of the company. At the time of dissolution, bankruptcy and liquidation, the property directly subsidized by the state shall not be distributed to members as distributable residual assets, and the disposal method shall be implemented in accordance with relevant national regulations; if donations from others are accepted, and there is another agreement with the donor, the agreed method shall be followed Disposal.

Article 46: The distributable surplus after deducting production, operation and management service costs, making up for losses, and withdrawing provident funds and public welfare funds in the current year shall be distributed in the following order upon resolution of the general meeting of members:

(1) Return in proportion to the business transaction volume (amount) between members and the Society, and the total amount returned shall not be less than 60% of the distributable surplus. Note: According to law, it shall not be less than 60%, and the specific proportion shall be discussed and decided by the members’ meeting;

(2) The remainder after being returned in accordance with the provisions of the preceding paragraph shall be quantified equally to the members based on the amount of capital contribution and provident fund share recorded in the members’ accounts, as well as the property formed by the Society’s receipt of direct state financial subsidies and donations from others. The shares are distributed to the members of the Society in proportion and recorded in the members' personal accounts.

Article 47 If the society suffers a loss, it will be made up with the provident fund after discussion and approval by the members’ meeting. The shortfall can also be made up with the surplus in subsequent years.

The debts of the Society shall be paid off with the Company's provident fund or surplus. The shortfall shall be shared in proportion to the property shares recorded in the members' personal accounts, but shall not exceed the amount of capital contribution and share of the Provident Fund recorded in the members' accounts.

Article 48 The executive supervisor or the board of supervisors is responsible for the daily financial review and supervision of the company. According to the general meeting of members Note: or the decision of the Board of Directors Note: or the requirements of the Board of Supervisors, the Society entrusts an audit agency to conduct annual audits, special audits, and re-election and resignation audits of the Company's finances.

Chapter 5 Merger, Split, Dissolution and Liquidation

Article 49 The merger of this company with other companies must be resolved by the general meeting of members, and notification shall be given within ten days from the date of the merger resolution. creditor. The claims and debts after the merger will be inherited by the organization that survives or is newly established after the merger.

Article 50: When the general meeting of members resolves to separate, the Company’s property shall be divided accordingly, and creditors shall be notified within ten days from the date of the resolution of separation. Debts incurred before the spin-off will be jointly and severally liable to the post- spin-off organization. However, this shall not be the case unless otherwise agreed upon in a written agreement with the creditor regarding debt settlement before the division.

Article 51 If the society encounters any of the following circumstances, it shall be dissolved upon resolution of the general meeting of members and approval by the registration authority:

(1) The number of members of the society is less than five;< /p>

(2) The general meeting of members resolves to dissolve;

(3) The cooperative needs to be dissolved after splitting or merging with other farmers' professional cooperatives;

(4) Due to force majeure factors Resulting in the company being unable to continue operating;

(5) The business license has been revoked or revoked in accordance with the law;

(6) Other circumstances unanimously resolved by the members. Note: If no specific provisions are made, this item may be deleted

Article 52 If the company is dissolved due to the circumstances of items 1, 2, 4, 5, and 6 of the preceding article, the company shall be dissolved after the dissolution. Within fifteen days from the date of the occurrence of the situation, a liquidation group composed of members recommended by the members' meeting will take over the company and begin dissolution and liquidation. If a liquidation group fails to be formed within the time limit, members and creditors may apply to the People's Court to designate members to form a liquidation group for liquidation.

Article 53 The liquidation team is responsible for handling unfinished business related to liquidation, liquidating the company’s property, claims and debts, formulating a liquidation plan, distributing the remaining property after paying off debts, and participating in litigation and arbitration on behalf of the company. or other legal procedures, and after the liquidation is completed, the liquidation status will be announced to the members within days, and deregistration will be processed with the original registration authority.

Article 54 The liquidation team shall notify its members and creditors within ten days of its establishment, and shall publish an announcement in a newspaper within sixty days.

Article 55: The property of the Society shall give priority to payment of liquidation expenses and profit debts, and then repay them in the following order:

(1) Transaction debts incurred with farmer members Items;

(2) Wages and social insurance premiums owed to employees;

(3) Taxes owed;

(4) Others owed Debts;

(5) Return members’ capital contributions and provident funds;

(6) Distribute remaining properties according to the liquidation plan.

The liquidation plan must be approved by the general meeting of members or be implemented after application for confirmation by the People's Court. When the Company's property is insufficient to pay off its debts, it shall apply for bankruptcy to the People's Court in accordance with the law.

Chapter 6 Supplementary Provisions

Article 56 If the name, address, total capital contribution of members, business scope, or name of the legal representative of the company changes, a decision on the change shall be made independently Apply for change registration to the company's registration authority within thirty days from the date of change.

Article 57: Matters that need to be announced to members by the Society shall be announced in the form of , and matters that need to be announced to the public shall be announced in the form of .

Article 58 This Article of Association shall be voted and approved by the establishment meeting and shall take effect after being signed by all the founders.

Article 59: Modification of this Article of Association must be proposed by more than half of the members or the Board of Directors. Chairman's Note: or the Board of Directors is responsible for the revision, and it will be implemented after discussion and approval by the General Meeting of Members.

Article 60: This Articles of Association shall be interpreted by the Board of Directors or Chairman of the Society.

Signature and seal of all founders:

Year Month Day