On July 20 1 1 12, the inaugural meeting was held, which was unanimously adopted by all the sponsors.
Chapter I General Principles
Article 1 In order to protect the legitimate rights and interests of members, increase their income and promote the development of this cooperative, the Articles of Association are formulated in accordance with the Law of People's Republic of China (PRC) on Farmers' Professional Cooperatives and relevant laws, regulations and policies.
Article 2 The Society was founded on July 60, 1965 by eight people, including Baletabai Danis Bai, Baibo Wulazihali, Amantai Nu Gerstein, Nurhani Nuhermann, Yerbole Uken, Turhan Jiang Tulson Hoga, Mu Zhanlin and Yespolehan Danis Bai.
Organization name: Anxing Professional Cooperative in Tekes County, with a total investment of 1 175700 yuan.
Legal Representative of the Society: Baletabai Danis Bai.
Address of our agency: village committee of Akzhuole Village, Haixiang, Clatot, Tekes County. Postal code: 835506.
Article 3 The cooperative aims at serving its members and seeks the common interests of all members. Members voluntarily join the club and leave the club freely, with equal status, democratic management, independent operation, self-financing, enjoying benefits and taking risks, and the surplus is mainly returned in proportion to the transaction amount (amount) between the members and the club. The operating period of the club is 50 years.
Article 4 This cooperative mainly serves its members and organizes large-scale operation and supporting operations of agricultural machinery and tools; Organize the procurement of production materials required by members; Introduce new technologies, new machines and tools to provide technical guidance services for members; Carry out technical exchanges.
Article 5 This cooperative has the right to possess, use and dispose of members' capital contributions, provident fund, direct state financial subsidies, donations from others and other properties obtained according to law, and shall be liable for debts with the above-mentioned properties.
Article 6 The provident fund withdrawn by this cooperative every year shall be quantified as the share of each member according to the proportion of business transaction amount (amount) or capital contribution between members and this cooperative. The property formed by state direct financial subsidies and donations from others is quantified as the share of each member as one of the distribution bases of distributable surplus.
The agency sets up a personal account for each member, which mainly records the amount of capital contribution, the share of provident fund and the amount of business dealings between members and the agency.
The members of this cooperative shall be liable to this cooperative to the extent of the capital contribution and the share of provident fund recorded in their personal accounts.
Article 7 After discussion and approval by the general meeting of members, the cooperative will invest in establishing economic entities related to its business content; Accept the entrustment of the relevant units of agency business and handle intermediary services such as purchasing and selling on a commission basis; Apply for or accept the entrustment of relevant government departments to organize and implement state-supported construction projects to develop agriculture and rural economy; Participate in social welfare donations according to the determined amount and method.
Article 8 A cooperative and its members shall abide by social morality and business ethics and carry out production and business activities according to law.
Chapter II Members
Article 9 Citizens with civil capacity engaged in livestock product breeding, processing, production and operation, who can use and accept the services provided by this cooperative, recognize and abide by the articles of association of this cooperative, and fulfill the procedures for joining this cooperative, may apply to become members of this cooperative. The agency accepts enterprises, institutions or social organizations engaged in production and business activities directly related to its business as group members. Units that have the function of managing public affairs may not join associations. Among the members of this cooperative, farmers account for at least 80% of the total members.
Article 10 Anyone who meets the provisions of the preceding article shall submit a written application for membership to the Council or the chairman of the Council, and be considered and discussed by the general meeting or the Council, and then become a member of the Council.
Article 11 Rights of members of this cooperative:
(a) to participate in the general meeting of members and enjoy the right to vote, to vote and to be elected;
(2) Using the services and production facilities provided by this institution;
(3) Share the surplus of the cooperative in accordance with the provisions of the articles of association or the resolutions of the general meeting of members;
(four) to consult the articles of association, membership roster, minutes of the general meeting, resolutions of the board of directors, resolutions of the board of supervisors, financial and accounting reports and accounting books;
(five) to raise questions, criticisms and suggestions on the work of this organ;
(6) proposing to convene an interim general meeting of members;
(seven) according to the articles of association, freely publish a statement of withdrawal from the cooperative;
Twelfth members of the general assembly election and voting, the implementation of one person, one vote system, each member has one vote.
A member whose capital contribution accounts for more than 20% of the total capital contribution of the members of the cooperative or whose business transaction amount accounts for more than 20% of the total transaction amount of the cooperative shall enjoy up to five additional voting rights in matters such as the disposal of the main property of the cooperative, investment in the establishment of economic entities, and external guarantee in production and business activities. Members with additional voting rights and the number of additional voting rights they enjoy shall be informed to the members attending each general meeting of shareholders.
Article 13 Obligations of members of this cooperative:
(1) Abide by the articles of association and various rules and regulations of the cooperative, and implement the resolutions of the general meeting of members and the Council;
(two) in accordance with the provisions of the articles of association to contribute to the cooperative;
(3) Actively participate in various business activities of this agency, accept the technical guidance provided by this agency, engage in production in accordance with the quality standards and production technical regulations stipulated by this agency, perform business contracts signed with this agency, carry forward the spirit of mutual assistance and cooperation, and seek common development;
(four) to safeguard the interests of cooperatives, protect the production and operation facilities, and protect the property of cooperative members;
(five) do not engage in activities that harm the interests of the members of the society;
(six) shall not use its creditor's rights to the cooperative or other members of the cooperative to offset the subscribed or subscribed but unpaid capital contribution; The amount of capital contribution already paid shall not be used to offset the debts to the cooperative or other members of the cooperative;
(seven) bear the losses of cooperatives;
Article 14 Membership shall be terminated in any of the following circumstances:
(a) take the initiative to leave the club;
(2) having lost the capacity for civil conduct.
(3) death;
(4) The enterprise or organization to which the group members belong goes bankrupt or is dissolved;
(5) Being removed from the list.
Fifteenth members who want to quit the club must submit a written statement to the Council three months before the end of the fiscal year before they can go through the formalities of quitting the club; Among them, if a group member withdraws from the club, it must be proposed six months before the end of the fiscal year. The membership of retired members will be terminated at the end of the financial year. The member whose qualification is terminated shall share the losses and debts of the institution before the termination of qualification.
If the membership is terminated, the capital contribution recorded in the member account and the share of the provident fund shall be returned within 1 month after the final accounts of the fiscal year. If a cooperative has operating surplus, it shall return the corresponding surplus income in accordance with the provisions of the articles of association; In case of operating losses, the amount of losses to be shared shall be deducted.
Before the termination of membership, the business contract signed with this institution shall continue to be fulfilled.
Article 16 If a member dies and his legal heir meets the conditions stipulated in the laws and articles of association, he shall apply to join the cooperative within three months, and go through the formalities of joining the cooperative after discussion and approval by the general meeting of members or the Council, and inherit the creditor's rights and debts of the decedent and the cooperative. Otherwise, the withdrawal procedures shall be handled in accordance with the provisions of Article 15.
Seventeenth members in any of the following circumstances, discussed and approved by the general meeting of members or the Council, shall be removed:
(a) do not fulfill the obligations of membership, education is invalid;
(2) causing serious damage to the reputation or interests of the cooperative;
(3) Other circumstances unanimously decided by the members.
For a member who has been removed from the list, the handling agency shall return the contribution and share of the provident fund recorded in its account, settle its due debts and return its corresponding surplus income. Due to the reason mentioned in the second paragraph of the preceding paragraph, the company shall make corresponding compensation.
Chapter III Organizational Structure
Article 18 The general meeting of members is the highest authority of the cooperative, and consists of all members.
The general meeting of members shall exercise the following functions and powers:
(a) to review and amend the articles of association and various rules and regulations of the cooperative;
(2) Electing and removing the chairman, directors, executive supervisors or members of the board of supervisors;
(3) Deciding to join, withdraw, inherit, remove, reward and punishment, etc.;
(4) To decide on the criteria for members' capital contribution and increase or decrease their capital contribution;
(five) to consider the development plan and annual business plan of the cooperative;
(six) to review and approve the annual financial budget and final accounts;
(seven) to consider and approve the annual surplus distribution plan and loss treatment plan;
(8) Examining and approving the annual business report submitted by the board of directors, executive supervisors or the board of supervisors;
(nine) to decide on major matters such as disposal of property, foreign investment and foreign guarantee in production and business activities;
(10) To make resolutions on merger, division, dissolution, liquidation and external association;
(eleven) to decide the number, qualification, remuneration and term of office of enterprise managers and professional and technical personnel;
(twelve) to listen to the report of the presidium or the Council on the change of membership;
Article 19 When the number of members of this cooperative exceeds 150, every 10 shall elect a member representative to form a general meeting. Members' congresses exercise part or all of their functions and powers. The term of office of a member representative is 3 years and can be re-elected.
Article 20 The Association shall hold 1 general meeting every year, which shall be convened by the chairman or the board of directors, and the contents of the meeting shall be notified to all members fifteen days in advance.
Article 21 Under any of the following circumstances, a cooperative shall convene an interim general meeting of its members within 20 days:
(a) more than thirty percent of the members proposed;
(2) Implementing the suggestions of the supervisors or the board of supervisors;
(3) Proposals of the Council;
If the chairman or the board of directors fails to perform their duties without justifiable reasons or within the prescribed time limit, the executive supervisor or the board of supervisors shall convene and preside over the extraordinary shareholders' meeting within 15 days.
Twenty-second members of the general meeting must be attended by more than two-thirds of the total number of members of the cooperative. If a member is unable to attend the shareholders' meeting for some reason, he may entrust other members to act as agents in writing. A member can only vote for one member at most.
The election or resolution of the general meeting of members must be passed by more than half of the total voting rights of cooperative members; Resolutions on major issues such as amending the articles of association of this cooperative, changing the standard of contribution of members, increasing or decreasing the contribution of members, merger, division, dissolution, liquidation and foreign alliance must be passed by more than two thirds of the total voting rights of members. Representatives of the general meeting of members shall exercise their voting rights at the general meeting of members on the basis of the opinions entrusted by members in writing and the number of voting rights.
Article 23 A cooperative shall have a chairman who shall be the legal representative of the cooperative. The term of office of the chairman is 3 years and can be re-elected.
The chairman shall exercise the following powers:
(1) Presiding over the general meeting of members, and convening and presiding over the meetings of the Council;
(2) Signing the capital contribution certificates of the cooperative members;
(three) to sign the appointment or dismissal of the manager, financial and accounting personnel and other professional and technical personnel of the cooperative;
(four) to organize the implementation of the resolutions of the general assembly and the Council, and to check the implementation of the resolutions;
(5) Signing contracts on behalf of institutions, etc.
(six) to perform other functions and powers granted by the general assembly.
Article 24 A cooperative shall have an executive supervisor. The term of office is 3 years and can be renewed. Executive supervisors attended the board meeting as nonvoting delegates.
Article 25 The executive supervisor shall exercise the following functions and powers:
(a) to supervise the implementation of the resolutions of the general meeting of members of the Council and the articles of association of the cooperative;
(two) to supervise and inspect the production and operation of cooperatives, and to be responsible for the financial audit and supervision of cooperatives;
(three) to supervise the chairman or members of the board of directors and the manager to perform their duties;
(four) to submit the annual monitoring report to the general assembly;
(five) to put forward work problems and suggestions for improving the work to the chairman or the board of directors;
(6) proposing to convene an interim general meeting of members;
(seven) on behalf of the agency, responsible for recording the business transaction amount (amount) when the directors have business dealings with the agency;
(eight) to perform other duties entrusted by the general assembly.
The outgoing director can only be elected as the executive supervisor after leaving office for 3 years.
Article 26 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 bureau will reply to the relevant questions within 10 days after receiving the notice.
Article 27 The voting system at the meeting of the Board of Supervisors shall be one person, one vote. The meeting of the board of supervisors can only be held when more than two thirds of the supervisors are present. Resolutions on major issues shall take effect only with the consent of more than two thirds of the supervisors. When the supervisor has different opinions on a resolution, he shall record his opinions in the minutes of the meeting and sign it.
Article 28 The manager of this cooperative shall be appointed or dismissed by the board of directors, be responsible to the board of directors and exercise the following powers:
(a) to preside over the production and operation of cooperatives and organize the implementation of the resolutions of the Council;
(2) Organizing the implementation of annual production and operation plans and investment plans;
(3) Formulating a management system;
(four) to propose the appointment or dismissal of financial accounting personnel and other management personnel;
(five) to appoint or dismiss managers and other staff except those who should be appointed or dismissed by the Council;
(6) Other functions and powers granted by the Council.
The chairman or director of a cooperative may concurrently serve as the manager.
Twenty-ninth the current chairman, directors, managers and financial accounting personnel of this cooperative shall not concurrently serve as supervisors.
Article 30 The chairman, directors and managers of this cooperative shall not commit any of the following acts:
(1) Embezzling, misappropriating or privately dividing the assets of cooperatives;
(two) in violation of the provisions of the articles of association or without the consent of the general meeting of members, lending the funds of the cooperative to others or providing guarantees for others with the assets of the cooperative;
(3) Accepting the entrustment of others and taking the transactions with this institution as their own;
(four) engage in other activities that harm the economic interests of cooperatives;
(5) concurrently serving as the chairman, director, supervisor and manager of other farmers' professional cooperatives with the same business nature.
The income obtained by the chairman, directors and managers in violation of items (1) to (4) of the preceding paragraph shall be owned by the cooperative; If losses are caused to intermediaries, they shall be liable for compensation.
Chapter IV Financial Management
Thirty-first cooperatives implement independent financial management and accounting, and strictly follow the financial system and accounting system of farmers' professional cooperatives formulated by the financial department of the State Council, and verify the costs and expenses in the process of production, operation and management services.
Article 32 This institution shall, in accordance with relevant laws, administrative regulations and provisions of relevant government departments, establish and improve its financial and accounting systems, and implement a system of regular financial disclosure on 30th of each month.
The accounting personnel of this institution shall hold the accounting qualification certificate, and the accounting personnel and cashier personnel shall not concurrently hold the post. Members of the board of directors and the board of supervisors and their immediate family members shall not serve as accountants of this institution.
Article 33 All business dealings between members and cooperatives shall be credited to individual accounts of members as the basis for returning and distributing distributable surplus according to the transaction amount (amount). All commercial transactions between non-members who use the services provided by this institution and this institution shall be accounted for separately.
Article 34 At the end of the fiscal year, the board of directors shall, in accordance with the provisions of the articles of association, organize the preparation of the cooperative's annual operation report, profit distribution plan, loss treatment plan and financial accounting report, which shall be put in the office fifteen days before the general meeting of members for members to consult and accept questions from members.
Article 35 The sources of funds of this cooperative include the following contents:
(1) Membership dues paid by members;
(two) the provident fund and public welfare fund extracted from the surplus in each fiscal year;
(3) Undistributed income;
(4) Subsidy funds supported by the state;
(5) Donations from others;
(6) Other funds.
Article 36. Members of this cooperative can make contributions in cash, or in kind, technology, intellectual property or other property rights such as warehouses, processing equipment, transportation equipment, agricultural machinery and agricultural products, but they may not make contributions at fixed prices such as labor services, credit, natural person's name, goodwill, franchise rights and secured property. Where a member contributes capital in a non-monetary way, it shall be assessed and priced by all members.
Article 37 The capital contribution subscribed by the members of this cooperative must be paid in full within 1 month.
Article 38 Members who make capital contributions in non-monetary terms enjoy the same rights and assume the same obligations as those who make capital contributions in monetary terms.
After deliberation and approval by the board of directors and discussion and approval by the general meeting of members, the contribution of members can be transferred to other members of the society.
Article 39 If it is necessary to adjust the capital contribution of the members in order to achieve the development goals of the Society and all its members, a resolution shall be made through discussion by the general meeting of members, and all members shall adjust the capital contribution of the members according to the manner and amount of the resolution of the general meeting of members.
Article 40 A cooperative shall issue a certificate to its members, stating the capital contribution of the members. The membership card is also stamped with the financial seal of the organization and the seal of the chairman.
Article 41 A cooperative shall draw 5% of the common reserve fund from the surplus of the current year, which shall be used to expand production and operation, make up losses or be converted into members' contributions.
Article 42 A cooperative shall draw 5% of the public welfare fund from the surplus of the current year for technical training of its members, cooperative knowledge education and mutual assistance in culture, welfare undertakings and life. Among them, the proportion used for technical training of members and cooperative knowledge education is not less than 2% of the public welfare fund.
Article 43 The direct subsidies from the state finance and donations from others received by a cooperative shall be recorded in the accounts according to the amount determined by the method specified in the articles of association, and used as the cooperative's funds (production) for the development of the cooperative according to the specified purposes and the wishes of the donors. Upon dissolution, bankruptcy and liquidation, the property directly subsidized by the state finance shall not be distributed to members as distributable surplus assets, and the disposal measures shall be implemented in accordance with relevant state regulations; If it is otherwise agreed with the donor when accepting donations from others, it shall be handled in the agreed way.
Article 44 The distributable surplus after deducting the cost of production, operation, management and service, making up losses and withdrawing the provident fund and public welfare fund in this year shall be distributed in the following order after the resolution of the general meeting of members:
(a) according to the proportion of the business transaction amount (amount) between the members and the cooperative, the total return shall not be less than 80% of the distributable surplus.
(2) The rest returned in accordance with the provisions of the preceding paragraph shall be distributed to the members of the cooperative in proportion according to the amount of capital contribution and the share of provident fund recorded in the members' accounts, as well as the share of property formed by the cooperative receiving direct financial subsidies from the state and donations from others, and credited to the members' personal accounts.
Forty-fifth cooperative losses, after discussion and approval by the general meeting of members, shall be made up by the provident fund, and the insufficient part may also be made up by the surplus in subsequent years.
The debts of the cooperative shall be paid off by the cooperative's provident fund or surplus, and the insufficient part shall be shared in proportion to the share of property credited to the members' personal accounts, but it shall not exceed the share of capital contribution and provident fund credited to the members' accounts.
Article 46 The executive supervisor or the board of supervisors shall be responsible for the daily financial audit and supervision of the cooperative. According to the decision of the general meeting of members or the board of directors, or the requirements of the board of supervisors, the agency entrusts audit institutions to conduct annual audit, special audit, general election and outgoing audit of the agency's finances.
Chapter v merger, division, dissolution and liquidation
Article 47 The merger of this cooperative with other cooperatives shall be decided by the general meeting of members, and the creditors shall be notified within 10 days from the date of the merger resolution. The merged creditor's rights and debts are inherited by the existing or newly established organizations after the merger.
Article 48 When the general meeting of members makes a resolution of division, the property of the cooperative shall be divided accordingly, and the creditors shall be notified within ten days from the date of making the resolution of division. The debts before division shall be jointly and severally liable by the organization after division. However, unless a written agreement is reached with creditors on debt settlement before division.
Forty-ninth in any of the following circumstances, the cooperative shall be dissolved after the resolution of the general meeting of members and the approval of the registration authority:
(1) The cooperative has less than five members;
(2) The general meeting of members decides to dissolve;
(3) The cooperative needs to be dissolved after separation or merger with other farmers' professional cooperatives;
(four) due to force majeure, the cooperative can not continue to operate;
(5) The business license is revoked or revoked according to law;
Article 50 If a cooperative is dissolved due to the reasons mentioned in items 1, 2, 4 and 5 of the preceding article, within 15 days from the date of dissolution, the general meeting of members shall elect three members to form a liquidation group to take over the cooperative and start the liquidation. If the liquidation group is not formed within the time limit, the members and creditors may apply to the people's court to appoint members to form a liquidation group for liquidation.
Article 51 The liquidation group is responsible for handling the unsettled business related to liquidation, clearing the property and creditor's rights and debts of the cooperative, formulating the liquidation plan, distributing the remaining property after paying off the debts, participating in litigation, arbitration or other legal procedures on behalf of the cooperative, announcing the liquidation situation to the members within 30 days after the liquidation, and going through the cancellation of registration with the original registration authority.
Article 52 The liquidation group shall notify its members and creditors within 10 days from the date of its establishment and make an announcement in a newspaper within 60 days.
Article 53 After paying the liquidation expenses and * * * interest debts, the property of this cooperative shall be paid off in the following order:
(1) Having been in arrears with farmers' members;
(two) arrears of wages and social insurance premiums;
(3) the taxes owed;
(4) Other debts owed;
(five) the return of the member's capital contribution and provident fund;
(6) Distribution of surplus property according to liquidation plan.
Liquidation plan must be approved by the general meeting of members or applied to the people's court for confirmation before it can be implemented. When the cooperative's property is insufficient to pay off its debts, it shall apply to the people's court for bankruptcy according to law.
Chapter VI Supplementary Provisions
Article 54 Matters that need to be announced to cooperative members shall be announced by announcement, and those that need to be announced to the society shall be announced in writing.
Article 55 The Articles of Association shall be adopted by the founding meeting and come into effect after being signed by all promoters.
Article 56 Amendments to the Articles of Association shall be proposed by more than half of the members or the Council, and shall be implemented after discussion and approval by the general meeting of members.
Article 57 The Council of this Association shall be responsible for the interpretation of these Articles of Association.
Signature and seal of all founders: