Chapter IV Organizational Structure

Article 22 The membership assembly of a specialized farmers cooperative shall be composed of all of the members. It is the organ of power of the cooperative and shall exercise the following functions and powers:

(1) to modify the charter;

(2) to elect and remove the director-general, directors, the executive supervisor or members of the board of supervisors;

(3) to decide on disposition of major assets, external investment, providing guarantee to entities and individuals outside the cooperative, and other major issues in respect of production and operation;

(4) to grant approval of the annual business report, and the plans for distribution of profits and for disposition of losses;

(5) to make a resolution on merger, division, dissolution or liquidation of the cooperative;

(6) to decide on the number of managers for business operation and technicians to be employed and their qualifications and terms of office;

(7) to hear reports on the change of membership delivered by the director-general or board of directors; and

(8) other functions and powers specified in the charter.

Article 23 When a specialized farmers cooperative holds its membership assembly, the number of persons present shall be two-thirds or more of its membership.

The outcome of an election held or the resolution made at a membership assembly shall be deemed to be effective if it is adopted by more than half of the total votes of the members of the cooperative; for a resolution on modifying the charter or on merger, division or dissolution of the cooperative to be adopted, two-thirds or more of the total votes of the members of the cooperative is required. If the charter requires a greater number of votes on such matters, the stipulations there shall prevail.

Article 24 Membership assembly of a specialized farmers cooperative shall be held at least once every year, and convening of the assembly shall be stipulated in the charter. A special membership assembly shall be held within 20 day under one of the following circumstances:

(1) It is proposed by 30 percent or more of the members;

(2) It is proposed by the executive supervisor or the board of supervisors; or

(3) Other circumstances as stipulated in the charter.

Article 25 Where the number of members of a specialized farmers cooperative exceeds 150, a conference of members’ representatives may be organized according to the stipulations of the charter, which may, according to the stipulations of the charter, exercise part or all of the functions and powers of the membership assembly.

Article 26 In a specialized farmers cooperative there shall be a director-general, and a board of directors may be set up. The director-general shall be the legal representative of the cooperative.

In a specialized farmers cooperative there may be an executive supervisor or a board of supervisors. The director-general, director, manager, the book-keeper or accountant shall not concurrently hold the office of the supervisor.

The director-general, director, the executive supervisor or members of the board of supervisors shall be elected at the membership assembly from among the members of the cooperative, and they shall exercise their functions and powers according to the provisions prescribed in this Law and the charter and shall be accountable to the membership assembly.

The system of “one person, one vote” shall be applied to voting at the meetings of the board of directors and the board of supervisors.

Article 27 Decisions made on the matters discussed at the meetings of the membership assembly, the board of directors and the board of supervisors of a specialized farmers cooperative shall be recorded in the minutes, which shall be signed by the members of the assembly, directors and supervisors present at the meetings.

Article 28 The director-general or the board of directors of a specialized farmers cooperative may employ managers, book-keepers and accountants according to the decision made at the membership assembly, and the director-general or director may concurrently hold the office of a manager. A manager may, according to the stipulations of the charter or the decision of the board of directors, employ other staff members.

A manager shall be responsible for the specific production and operation as stipulated in the charter or as authorized by the director-general or the board of directors.

Article 29 The director-general, director or manager of a specialized farmers cooperative shall not do any of the following:

(1) illegally taking into his own possession, misappropriating or illegally sharing the assets of the cooperative;

(2) in violation of the stipulations of the charter or without permission of the membership assembly, loaning to another person the funds of the cooperative or providing guarantee to another person with the assets of the cooperative;

(3) taking into his own possession the commissions charged for transactions effected between another person and the cooperative; or

(4) engaging in other activities jeopardizing the economic benefits of the cooperative.

Any incomes derived by the director-general, director or manager in violation of the provisions in the preceding paragraph shall belong to the cooperative; if any losses are caused to the cooperative, he shall be liable for compensation.

Article 30 The director-general, director or manager of a specialized farmers cooperative shall not concurrently hold the office of the director-general, director, supervisor or manager in another specialized farmers cooperative that is engaged in the same nature of business as is the said cooperative.

Article 31 A person who handles official business concerning specialized farmers cooperatives shall not concurrently hold the office of the director-general, director, supervisor, manager, book-keeper or accountant in such a cooperative.