|
Welcome Guest
|
|
You are using Guest Account
|
|
||||||||||||||||||||||||||||||||||
|
Chapter I General Provisions Article 1 This Constitution is formulated according to the Interim Provisions on the Administration of Rural Mutual Cooperatives for the purpose of maintaining the legitimate rights and interests of members and creditors of XX Rural Mutual Cooperative (hereinafter referred to as this Cooperative), and regulating the organization and acts of this Cooperative. Article 2 The registered name of this Cooperative: Registered capital of this Cooperative: Domicile of this Cooperative: Zip code of this Cooperative: Article 3 This Cooperative is a community-based mutual banking financial institution which is jointly funded by the farmers and small enterprises of XX Township (Town) or Administrative Village of XX County (City) upon approval of the banking regulatory organ, and which provides their members with financial services such as deposits, loans and settlements. (or: This Cooperative is a community-based mutual banking financial institution which is jointly funded by the farmers and small enterprises of XX Township (Town) or Administrative Village XX Economic Organization of XX County (City) upon approval of the banking regulatory organ, and which provides their members with financial services such as deposits, loans and settlements.) This Cooperative will not establish any branch. Article 4 This Cooperative will implement the democratic management of members, aim at providing services to them and seeking common interests for them. Article 5 This Cooperative is established according to the Interim Provisions on the Administration of Rural Mutual Cooperatives, is registered at the administrative department for industry and commerce, has the rights to possess, use, obtain proceeds from and dispose the corporate properties formed by the stock capital and capital accumulation of its members as well as other assets lawfully obtained by its members, and shall bear the liabilities for the debts with the aforesaid properties. Article 6 The properties, legitimate rights and interests and lawful business operations of this Cooperative shall be protected by law. No entity or individual may encroach on or interfere in its operations. Article 7 A member of this Cooperative shall bear liabilities for this Cooperative with its (his) stock capital and accumulation in this Cooperative. Article 8 This Constitution will, once it comes into effect, become a document for regulating the organization and acts of this Cooperative, the rights and duties between this Cooperative and its members as well as the rights and duties between the members Article 9 This Cooperative will abide by the laws, administrative regulations and rules of the state, implement financial guidelines and policies of the state, and be subject to the supervision of the banking regulatory organ. Chapter II Business Scope Article 10 Upon approval of the banking regulatory organ, this Cooperative may engage in the following businesses: (1) Providing the services of deposits, loans and settlements for its members; (2) Buying and selling government bonds and financial bonds; (3) Providing the service of inter-bank deposits; (4) Providing agency services; (5) Borrowing capital from other banking financial institutions (the requirements for prudence shall be met); and (6) Other services as approved by the banking regulatory organ. Chapter III Members Article 11 The expression Ą°members of this CooperativeĄ± refers to the farmers and rural small enterprises that meet the share subscription requirements prescribed by this Constitution, accept and abide by this Constitution, and have subscribed the shares of this Cooperative. (or: The expression Ą°members of this CooperativeĄ± refers to the farmers and rural small enterprises of XX Rural Economic Organization that meet the share subscription requirements prescribed by this Constitution, accept and abide by this Constitution, and have subscribed the shares of this Cooperative.) Article 12 To subscribe the shares of this Cooperative, a farmer shall meet the following requirements: (1) He has full civil capacity; (2) His permanent residence or habitual residence (having a fixed domicile where he has resided for three years or more) is within XX Township (Town) or Administrative Village where this Cooperative is located; (3) He has the self-owned capital of lawful sources as the fund for subscribing shares, which meets the minimum amount for subscribing shares as specified in this Constitution; (4) He is honest and faithful, and has a good reputation; and (5) Other requirements as prescribed by this Constitution. Article 13 To subscribe the shares of this Cooperative, a rural small enterprise shall meet the following requirements: (1) Its registration place or principal business place is within XX Township (Town) or Administrative Village where this Cooperative is located; (2) It has good credit records; (3) It has a favorable balance for the previous year; (4) Its net capital upon year-end distribution amounts to 10% of all the assets (according to the criterion on the consolidated accounting statements); (5) It has the lawful self-owned capital as the fund for subscribing shares, which meets the minimum amount for subscribing shares as specified in this Constitution; and (6) Other requirements as prescribed by this Constitution. Article 14 A member of this Cooperative shall enjoy the following rights: (1) To attend the general meeting of members, have the rights to vote, elect and to be elected, and to participate in the democratic management of this Cooperative according to this Constitution; (2) To enjoy the services furnished by this Cooperative; (3) To share the surplus according to this Constitution or under the resolution of the general meeting of members (general meeting of the membersĄŻ representatives); (4) To consult the constitution of this Cooperative, the resolutions of the general meeting of members (general meeting of the membersĄŻ representatives), or of the council, or of the board of supervisors, as well as the financial statements and reports; (5) To file complaints and tip-offs to the relevant regulatory organ; and (6) Other rights as prescribed by this Constitution. Article 15 Each member of this Cooperative shall perform the following obligations: (1) To subscribe the shares of this Cooperative; (2) To execute the resolutions of the general meeting of members (general meeting of the membersĄŻ representatives); (3) To make full payments for the principal and interests of the loans as scheduled; (4) To bear losses under this Constitution; (5) To actively reflect conditions and provide information to this Cooperative; and (6) To assume other obligations as specified in this Constitution. Chapter IV Equity Management Article 16 The minimum amount for each farmer member of this Cooperative to subscribe shares will be X yuan, and the minimum amount for each small rural enterprise member of this Cooperative to subscribe shares will be X yuan, and the amount for subscribing shares shall be an integral multiple of yuan. The amount for subscribing shares by each single farmer member or each small rural enterprise member shall not exceed 10% of the total amount of the shares of this Cooperative. Article 17 A member shall subscribe shares in cash, and shall not subscribe any share in kind, loans or by any other means. Article 18 This Cooperative will issue to each member a registered stock capital certificate as the voucher for share subscription. Article 19 The stock capital and accumulation of a member of this Cooperative may be transferred, inherited and bestowed, but the stock capital or accumulation of any director, supervisor or manager shall not be transferred during his term of office. Article 20 No member of this Cooperative may use his (its) stock capital or accumulation in this Cooperation as the security for itself (himself) or someone else. Article 21 If the following conditions are satisfied simultaneously, a member of this Cooperative may withdraw its (his) shares: (1) The member files an application for withdrawing all of its (his) total shares; (2) This Cooperative has a favorable balance in the current year; (3) The capital adequacy ratio of this Cooperative after its (his) withdrawal is not less than 8%; and (4) This Cooperative has no outstanding loan principal or interest. Article 22 Where a member intends to withdraw his (its) shares, a request shall be made to the council (manager if there is no council) 3 months in advance in the case of a farmer member or 6 months in advance in the case of a rural small enterprise member, and the share withdrawal formalities shall be gone through upon approval. After a member has finished the formalities for the withdrawal of his (its) shares, his (its) membership terminates. Article 23 Any contract concluded between a member and this Cooperative before the termination of its (his) membership shall be performed continuously. Article 24 Within one month after the termination of membership, this Cooperative will return the stock capital and accumulation to this member in cash; where a member terminates his (its) membership, he (it) does not enjoy the distribution of surplus of the current year. Article 25 A member under any of the following circumstances may be removed upon approval of the council (manger if there is no council), and in case a member that has been removed owes loans to this Cooperative, the loans will be repaid by the stock capital and accumulation of this member in this Cooperative; where there is still deficiency, this member shall repay it by any other means. (1) It (he) does not abide by the constitution of this Cooperative; (2) Its (his) acts seriously damages the reputation and interests of this Cooperative; (3) It (he) obtains loans from this Cooperative by means of frauds; (4) It (he) maliciously evades the debts to this Cooperative; or (5) Any other circumstance under which the general assembly of members (general assembly of the membersĄŻ representatives) considers that it (he) shall be removed. Article 26 This Cooperative will establish a brochure of members, which indicates the following matters: (1) Name or title, identity card number or enterprise legal person code and domicile of each member; (2) Amount of stock capital and quantity of voting rights of each member; (3) Serial number of stock holding certificate of each member; and (4) Date on which each member pays stock capital. Chapter V Institutional Framework Article 27 The general assembly of members (general assembly of the membersĄŻ representatives) is the power body of this Cooperative and is formed by all the members or membersĄŻ representatives (produced by the election of all the members respectively from farmer members and rural small enterprise members on the basis of the quality of members or share subscription proportion, and the general assembly of the membersĄŻ representatives of this Cooperative is formed by X representatives, and the term of office of each representative may be three years and may be reelected). The general assembly of members (general assembly of the membersĄŻ representatives) will perform the following authorities: (1) To formulate or modify the constitution; (2) To elect and change any director (or manager if there is no council) and supervisor; (3) To deliberate and adopt the development plans of this Cooperative; (4) To deliberate and adopt the basic management rules of this Cooperative; (5) To deliberate and approve the annual work reports of the council (or manager if there is no council) and the board of supervisors; (6) To deliberate and decide the purchase of fixed assets and other important business operations; (7) To deliberate and approve the plans on the annual financial budget, final accounts, profit distribution as well as loss recovery; (8) To deliberate and decide the wages and remunerations of the manager and other employees; (9) To make resolutions of merger, split-up, dissolution and liquidation; and (10) Other authorities as prescribed in this Constitution. Article 28 The general assembly of members (general assembly of the membersĄŻ representatives) will be convened by the council (or manager if there is no council), and be held at least once every year; upon proposal of 1/3 or more members (membersĄŻ representatives) or the council (or manager if there is no council) or the board of supervisors, a temporary general assembly of members (general assembly of the membersĄŻ representatives) may be held within 20 days. The council (or manager if there is no council) shall notify all the members (membersĄŻ representatives) of the time, place and deliberation items 15 days before the said general meeting is held. Article 29 Where this Cooperative holds a general meeting of members (general meeting of the membersĄŻ representatives), the number of members (membersĄŻ representatives) attending the general meeting shall reach 2/3 or more of the total number thereof. Any member (membersĄŻ representative) who is unable to attend the general meeting may authorize any other member (membersĄŻ representative) to exercise its (his) voting right on its (his) behalf. The authorization shall be in writing and indicate what are authorized. An election or resolution made by the general meeting of members (general meeting of the membersĄŻ representatives) shall be adopted by more than half of all the voting rights of the members (membersĄŻ representatives) of this Cooperative. A resolution about amending the constitution, electing the manger (if there is no council) or about the merger, split-up or dissolution of this Cooperative shall be adopted by 2/3 or more of all the voting rights of the members (membersĄŻ representatives) of this Cooperative. Article 30 Each member of this Cooperative shall be entitled to the basic voting right of one vote when attending the general meeting of members. The top X of farmer members, whose amount of share subscription to this Cooperative is relatively large and the top X of rural small enterprise members, may jointly enjoy additional voting rights, which shall not exceed 20% of the total number of basic voting rights of this Cooperative (the total number of farmer members and rural small enterprise members that enjoy additional voting rights shall generally not exceed 10), and shall have distribution on the basis of share subscription amount or proportion of farmer members and rural small enterprise members. When holding a general meeting of members, the members attending the meeting shall be informed of the members who have the additional voting rights and the number of additional voting rights. The membersĄŻ representative will enjoy the voting right of one vote when attending the general meeting of members. Article 31 The council is the executive body of this Cooperative, formed by X (which shall not be less than 3 and be in odd number) directors, who are elected and changed by the general meeting of members (general meeting of the membersĄŻ representatives), have three years for each term of office and can be reelected. The council will have one director-general, who is the legal representative of this Cooperative, elected by the council and adopted through 2/3 or more directors. Except for the director-general, the council will not have any full-time director. Article 32 The meeting of the council will be convened and presided over by the director-general, held at least twice every year, and may be held at any time if necessary. The council will exercise the following authorities: (1) To convene the general meeting of members (general meeting of the membersĄŻ representatives), and report the work to the general meeting of members (general meeting of the membersĄŻ representatives); (2) To implement the resolutions of the general meeting of members (general meeting of the membersĄŻ representatives); (3) To elect and change the director-general; (4) To draft the development plans of this Cooperative; (5) To deliberate and decide the annual business plans of this Cooperative; (6) To draft the plans for the purchase of fixed assets and other important business activities; (7) To put forward examination opinions for the proposals put forward by the manager for large-amount loans, treasury bonds, financial bonds and plans for borrowing the capital from other banking financial institutions; (8) To hire and fire the manager of this Cooperative; (9) To put forward examination opinions for the staff members of finance and credit loans, etc. to be hired, who are proposed by the manager; (10) To deliberate and adopt the work report of the manager; (11) To formulate the internal management rules of this Cooperative; (12) To draft the plans on the annual financial budget, final accounts, profit distribution as well as loss recovery of this Cooperative; (13) To draft the plans for merger, split-up, dissolution and liquidation of this Cooperative; and (14) Other authorities empowered by the general meeting of members (general meeting of the membersĄŻ representatives). If there is no council, the authorities mentioned in Items (5), (8) and (10) of the aforesaid paragraph shall be exercised by the general meeting of members (general meeting of the membersĄŻ representatives); and the authorities mentioned in Items (1), (2),(4), (6), (11), (12) and (13) of the aforesaid paragraph shall be exercised by the manager, and the authorities mentioned in Items (7) and (9) of the aforesaid paragraph shall be exercised by the board of supervisors. Article 33 The board of supervisors is the supervisory body of this Cooperative and is formed by X (which shall not be less than 3 and be in odd number) supervisors, which shall be acted by the members, donors, financial institutions providing the finance to this Cooperative and other interested parties, be elected and changed by the general meeting of members (general meeting of the membersĄŻ representatives), have the term of office at three years and may be reelected. The board of supervisors will have one supervisor-general, who shall be elected by the board of supervisors and be adopted by 2/3 or more supervisors. The manger or any other staff member of this Cooperative shall not concurrently act as a supervisor. This Cooperative will not have any full-time supervisor. Article 34 The meeting of the board of supervisors will be convened and presided over by the director-general, held at least once every half a year, and may be held at any time if necessary. The board of supervisors will exercise the following authorities: (1) To assign representatives to attend the meeting of the council as non-voting delegates; (2) To supervise the implementation of relevant laws, administrative regulations and rules of this Cooperative; (3) To inquire about the resolutions of the council and the decisions made by the manager; (4) To supervise the business management and financial management of this Cooperative; (5) To carry out internal audit, and special audit and off-post audit of the director-general and the manager; (6) To put forward examination opinions about the staff members for finance and credit loans to be hired (fired), who are proposed by the manager, as well as the plans for large-amount loans, treasury bonds, financial bonds and the borrowing of the capital from other financial institutions to be drafted by the manager; (7) To report the work to the general meeting of members (general meeting of the membersĄŻ representatives); and (8) Other authorities prescribed by this Constitution. Article 35 This Cooperative will have one manager, who will be hired through the election of the council (or the general meeting of members (general meeting of the membersĄŻ representatives) if there is no council), may be concurrently held by the director-general, and will fully take charge of the business management of this Cooperative and exercise the following authorities: (1) To take charge of the business management of this Cooperative, and organize and implement the resolutions of the council (or the general meeting of members (general meeting of the membersĄŻ representatives) if there is no council); (2) To draft the internal management rules of this Cooperative; (3) To draft the annual business plans of this Cooperative; (4) To put forward the opinions about hiring (firing) the staff members for finance and credit loans, etc., as well as the plans for large-amount loans, treasury bonds, financial bonds and the borrowing of the capital from other financial institutions, and implement the aforesaid matters upon consent of the council and the board of supervisors; and (5) Other authorities empowered by the council (or the general meeting of members (membersĄŻ representatives) if there is no council). Article 36 The wages and remunerations of the director-general, the manger and other staff members shall be decided by the general meeting of members (general meeting of the membersĄŻ representatives), and this Cooperative will not pay wages or remunerations to any other director or supervisor. Article 37 No director, supervisor, manager or staff member of this Cooperative may commit any of the following acts: (1) To usurp, misappropriate or illegally distribute any assets of this Cooperative; (2) To lend the fund of this Cooperative to anyone other than the members, or provide the security for others with the assets of this Cooperative; or (3) To commit any other act which impairs the economic benefits of this Cooperative. The incomes obtained from any violation of the aforesaid provisions shall be attributed to this Cooperative. If any loss is caused, the violator shall be liable for compensations. Article 38 Any person executing the official affairs relating to the businesses of this Cooperative shall not assume the post of director-general, manager or staff member of this Cooperative. Chapter VI Business and Financial Management Article 39 This Cooperative shall be capitalized by membersĄŻ deposits, social endowments, and funds borrowed from other financial institutions that meet the requirements of prudence. Article 40 The capital of this Cooperative will be mainly used to grant loans to members, or to be deposited in other banking institutions or to purchase government bonds and financial bonds if there is surplus after the funding demand members is satisfied. Article 41 This Cooperative will engage in the settlement businesses for the members, and provide different kinds of agency services in accordance with relevant legal provisions. Article 42 This Cooperative will not receive deposits from or grant loans to non-member individuals or entities or provide other kinds of financial services to them, neither could it provide the security for other entities or individuals with its own assets. Article 43 This Cooperative will determine the cash on hand on the basis of X% of the total amount of deposits and stock capital. Article 44 This Cooperative shall strictly manage the risks according to the principle of prudent operation: (1) The capital adequacy ratio shall not be less than 8%; (2) The total amount of loans granted to a single member shall not exceed 15% of the net amount of capital; (3) The total amount of loans granted to a single rural small enterprise member and its affiliated enterprises who are members of this Cooperative, or to a single farmer member and to other members on the same register of permanent residence shall not exceed 20% of the net amount of capital; (4) The total amount of the loans granted to the 10 biggest borrowers shall not exceed 50% of the net amount of capital; (5) The adequacy ratio of asset loss provisions shall not be less than 100%; and (6) Other prudent requirements as prescribed by the banking regulatory organ. Article 45 This Cooperative will implement the financial system and accounting rules of the state for financial enterprises, set up accounting items and statutory accounting books, and conduct accounting computation. Article 46 The accounting year of this Cooperative will be from January 1 to December 31 of the Gregorian calendar, and this Cooperative will, at the end of each accounting year, work out financial and accounting statements and reports, which will be put in this Cooperative 20 days before the general meeting of members (general meeting of the membersĄŻ representatives) is held for the members to consult. Article 47 This Cooperative shall make a provision for non-performing debts, and distribute the profits according to the financial and accounting rules. Article 48 The after-tax profits of this Cooperative shall be distributed according to the following order: (1) To make up the losses accumulated by this Cooperative in the previous years; (2) To draw statutory surplus reserves (at 10% (not lower than 10%) of after-tax profits (minus the amount for making up the losses); (3) To draw general reserves at 1% of the balance of year-end risk assets; (4) To distribute bonuses to members; and (5) To distribute the accumulation to members. Article 49 When the statutory surplus reserves of this Cooperative amount to 50% of registered capital of this Cooperative, this Cooperative may not draw them any more. The statutory surplus reserves may be used to make up the losses of previous years, and when they are used for conversion into stock capital, the statutory surplus reserves after the aforesaid conversion shall be 25% or more of the registered capital of this Cooperative. Article 50 The proportion of distributing bonuses to the members of this Cooperative shall generally not exceed the interest rate of time deposits of one year. In case there are undistributed profits (losses) in the current year, all of them shall be calculated into the accumulation of members, and be quantitatively distributed to each member according to the number of shares of stock capital, and be managed by establishing a special account. Article 51 Except for statutory accounting books, this Cooperative shall not have any other accounting book. Article 52 This Cooperative shall, according to relevant legal provisions, disclose to the members the information about the membersĄŻ stock capital and accumulations, financial statements, loans, risk situation, investment and financing, profits, distributions of profits, cases and other important events. Article 53 This Cooperative shall, according to relevant legal provisions, report the business and financial statements and other relevant materials to the local banking regulatory organ, and shall be responsible for the genuineness, correctness and completeness thereof. Chapter VII Merger, Split-up, Dissolution and Liquidation Article 54 For the merger of this Cooperative, the creditors shall be notified of the merger resolution within 10 days after it is made. The credits and debts of all parties concerned to the merger shall be inherited by the organization which survives after the merger or which is newly established. Article 55 For the split-up of this Cooperative, its properties shall be divided correspondingly and the creditors shall be notified of the split-up resolution within 10 days after it is made. The organizations after the split-up shall bear joint and several liabilities for the debts incurred prior to the split-up, unless it is otherwise stipulated in the debt settlement agreements reached between this Cooperative and the creditors prior to the split-up. Article 56 This Cooperative will be dissolved due to any of the following reasons: (1) The general meeting of members makes a resolution on dissolution; (2) It is necessary to be dissolved due to merger or split-up; or (4) Its business license is withdrawn or revoked. If this Cooperative dissolves for the reason as mentioned in Item (1) or (3) in the preceding paragraph, the general meeting of members shall, within 15 days after the occurrence of the said dissolution reason, choose some members to form a liquidation team to start the liquidation for dissolution. If no liquidation team is formed within the time limit, the members or creditors may file an application with the peopleĄŻs court for designating some members to form a liquidation team to conduct the liquidation. Article 57 The liquidation team shall take over this Cooperative from the day when it is formed. It shall be responsible for dealing with the pending businesses relating to the liquidation, settling properties, credits and debts, distributing the surplus properties after settling debts, participating in the lawsuit, arbitration or any other legal proceeding on behalf of this Cooperative; and handing back the financial permit to the baking regulatory organ after the conclusion of liquidation, going through the revocation formalities in the administrative department for industry and commerce, and making an announcement. Article 58 The liquidation team shall be responsible for working out a liquidation plan, which includes the settlement of wages and social insurance premiums of the employees of this Cooperative, the payments of outstanding taxes and other debts, and the distribution of the remnant properties. The liquidation plan shall be executed after it is adopted by the general meeting of members. Article 59 The members of the liquidation team shall be dedicated to duties, perform the liquidation obligation lawfully, and be liable for compensations in the case of causing losses to the members or creditors of this Cooperative due to intention or serious misfeasance. Chapter VIII Supplementary Provisions Article 60 This Cooperative will set up an announcement column, and announce the matters that should be announced to all the members in the form of posters. Article 61 The provisions for revising or supplementing this Constitution as adopted by the general meeting of members (general meeting of the membersĄŻ representatives) of this Cooperative will be regarded as a part of this Constitution upon examination and approval of the banking regulatory organ. Article 62 Those matters that have not been mentioned in this Constitution shall be handled according to the relevant laws, regulations and administrative rules of the state as well as the relevant provisions of the banking regulatory organ. Article 63 The power to interpret this Constitution shall remain with the council (manager if there is no council) of this Cooperative, and the power to revise this Constitution shall remain with the general meeting of members (general meeting of the membersĄŻ representatives). Article 64 This Constitution shall come into force after it is adopted by the general meeting of members (general meeting of the membersĄŻ representatives) of this Cooperative and approved by the banking regulatory organ and is registered according to law. |
||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||
|
Copyright 2002 NovexCn.com
|