Bylaws
FENAZEITES-FEDERAÇÃO NACIONAL DAS COOPERATIVAS DE OLIVICULTORES, F.C.R.L.
Statutes approved at the Ordinary General Meeting of 24 June 2021
CHAPTER I
Constitution, name, headquarters, jurisdiction, duration and purposes
ARTICLE 1st
The Federation aims to develop a spirit of solidarity and cooperation among its members, as well as to promote, coordinate, or carry out activities of common interest to them, in particular:
1 – FENAZEITES – Federação Nacional das Cooperativas de Olivicultores, F.C.R.L. (National Federation of Olive Growers’ Cooperatives), hereinafter referred to as the Federation, is hereby established and governed by these statutes and applicable legislation.
2 – The Federation shall have an indefinite duration from the date of its establishment.
3 – The Federation’s area of activity covers the entire national territory.
4 – FENAZEITES is part of the agricultural branch of the cooperative sector.
ARTICLE 2nd
1 – FENAZEITES has its headquarters at Palácio Benagazil, Rua Projetada à Rua “C”, Humberto Delgado Airport, parish of Santa Maria dos Olivais, in Lisbon, and the location of the headquarters may be changed by resolution of the General Assembly, without prejudice to the provisions of the following paragraph.
2 – The Board of Directors may decide to change the headquarters within the same municipality.
ARTICLE 3rd
The Federation aims to develop a spirit of solidarity and cooperation among its members, as well as to promote, coordinate, or carry out activities of common interest to them, in particular:
a) Representing members before any national, foreign or international entities, including representation in labour relations and negotiation of the respective regulatory instruments, and doing whatever is necessary to define, realise and defend the economic and social rights and interests of members;
b) Promote the development of the olive cooperative sector;
c) Support the marketing of members’ production, which may involve promoting and selling their products in domestic and foreign markets, as well as setting up warehouses, laboratories or other support services;
d) Promote the improvement of the quality and technical and economic use of olive products, and to this end, may set up technological workshops, create designations of origin, register them in accordance with the Industrial Property Code, and regulate their supervision;
e) Establish and manage centres and services for public relations, training, studies, information and technical assistance, as well as other services of common interest;
f) Collaborate and participate in studies on legislation and price formation;
g) Acquire and supply the items that members require, and, where justified, have the necessary facilities for their manufacture, packaging, storage, and distribution;
h) Arbitrate, in accordance with the law and cooperative principles, any conflicts that arise between members.
CHAPTER II
Share capital
ARTICLE 4th
1 – The Federation’s share capital is variable and unlimited, with a minimum amount of €5,000, and is fully paid up in cash;
2 – The capital is represented by registered shares with a value of €5 each.
ARTICLE 5th
1 – Each member shall subscribe and pay in full in cash at the time of subscription a minimum of 50 equity securities.
2 – Increases in the minimum capital to be realised by members that are decided upon at the General Meeting are binding on all members.
ARTICLE 6th
Equity securities are transferable, subject to approval by the General Meeting, provided that all of the following requirements are met:
a) If a merger or demerger of the transferring member takes place;
b) The acquiring member is a member or, if eligible, applies for admission to the Federation.
ARTICLE 7th
The Federation may, upon resolution of the General Assembly, issue investment securities, subject to applicable legal constraints.
CHAPTER III
Associates
ARTICLE 8th
Olive growers’ cooperatives, their unions, mixed or multi-purpose cooperatives with an olive-growing section and their unions, as well as recognised producer groups in which olive-growing cooperatives are members, may be members of the Federation.
ARTICLE 9th
1 – Any candidate entity shall be admitted upon submission of an application drawn up by its respective administrative body, accompanied by a certified copy, a copy of its updated statutes and proof of its registration with the competent registration authorities.
2 – The application for admission is a document that expressly accepts the obligation to comply with the provisions of these statutes.
3 – The application for admission must include an express commitment by the applicant to remain a member of the Federation for a minimum period of three years.
4 – Admission is the responsibility of the Board of Directors and may only be refused if the applicant does not meet the conditions required by these statutes and by law.
5 – The refusal of admission may be appealed to the General Assembly, at the initiative of the applicant or any member.
ARTICLE 10th
Members shall have the rights provided for by law and in these statutes, and in particular:
a) To elect and be elected to the governing bodies of the Federation;
b) Carry out with the Federation all operations and contracts that fall within the scope of its purposes, as well as enjoy the benefits that may be achieved through the exercise of the Federation’s duties and powers;
c) Propose whatever they deem useful for the Federation and complain about whatever they consider harmful to its actions and functioning, as well as against violations of legal and statutory provisions, without prejudice to recourse to the General Assembly;
d) Request the convening of the General Meeting.
ARTICLE 11th
The duties of members are those set forth in the law and in these statutes, and in particular:
a) To fulfil with zeal and diligence the mandates for which they have been elected;
b) Contribute to the Federation’s share capital in accordance with the terms of the statutes;
c) Comply with and ensure strict compliance with the law and these statutes;
d) Participate in general in the activities of the Federation and provide the work and services for which they are responsible;
e) Contribute in every way possible to the good name and efficiency of the Federation.
ARTICLE 12th
1 – Resignation must be submitted in writing, by means of a document signed by the administrative body of the resigning entity, accompanied by the minutes of the General Meeting at which the respective resolution was taken, at least 180 days in advance, and taking into account the provisions of Article 9(3) of these statutes.
ARTICLE 13th
ARTICLE 13th
1 – Violations of the provisions of the law and these statutes, as well as of the decisions of the federation’s governing bodies, committed by members shall be punished, depending on their severity, as follows:
a) Censorship;
b) Fine, according to a table to be established in internal regulations;
c) Suspension, for a period not exceeding one year, of the rights and benefits granted to members, with the exception of the rights of appeal and resignation;
d) Exclusion.
2 – The application of sanctions, with the exception of exclusion, is the responsibility of the Board of Directors, with the right of appeal to the General Meeting.
ARTICLE 14th
1 – Members who seriously and culpably violate the law, these statutes, or the decisions of the Federation’s governing bodies may be expelled from the Federation, as may those who have been suspended three times for a total period exceeding six months.
2 – Expulsion is the responsibility of the General Assembly and shall be preceded by written disciplinary proceedings, conducted by the Board of Directors and with guarantees of defence for the accused.
ARTICLE 15th
1 – Members who are dismissed or excluded are entitled to reimbursement of the capital they have contributed, adjusted in accordance with the last approved balance sheet, with the Federation retaining the right to withhold the amount to be reimbursed as security for compensation for losses arising from the facts that led to the exclusion.
2 – The reimbursement shall be processed within a maximum period of five years, and the Board of Directors may freely bring it forward.
CHAPTER IV
From the board members
General Provisions
General Provisions
ARTICLE 16th
1 – The governing bodies of the Federation are:
a) The General Assembly;
b) The Board of Directors;
c) The Supervisory Board.
2 – Special advisory committees may be created by the General Meeting, upon proposal by the Board of Directors, with their composition, functioning, and duration established by the General Meeting.
ARTICLE 17th
1 – Members are represented in the governing bodies of the federation by individuals who are members of those bodies, appointed by their respective administrative bodies.
2 – The representatives of the members on the Board of Directors, the Fiscal Council and the Board of the General Assembly of the Federation are appointed for the term of office provided for in these statutes.
3 – Representatives of member organisations on the Federation’s governing bodies must comply with the conditions of eligibility, incompatibilities and competition restrictions provided for by law.
4 – Representatives of member organisations on the Federation’s Board of Directors and Supervisory Board shall hold office in their own name, with the respective member organisation being jointly liable with its representative for the acts of the latter.
ARTICLE 18th
1 – The members of the Board of Directors, the Supervisory Board and the Board of the General Meeting, as well as their respective alternates, are elected for a period of four years, with re-election permitted.
2 – Two alternate members shall be elected to the Board of Directors and the Fiscal Council, who shall replace the regular members in the event of their absence or impediment.
3 – Alternate members may participate in the meetings of the bodies of which they are members, without voting rights.
4 – In the event of a vacancy in any position on the Board of Directors, the Supervisory Board or the General Meeting Board that cannot be filled by substitute members, an election shall be held for the vacant positions and for the remaining term of office. This by-election is only mandatory if the quorum of the body in which the vacancy occurred is affected.
SECTION II
General Assembly
ARTICLE 19th
1 – The General Assembly is the supreme governing body of the Federation and its decisions, taken in accordance with the law and the statutes, are binding on all bodies and members.
2 – The Federation’s General Assembly is composed of delegates from the member organisations, appointed by their respective administrative bodies, in accordance with the provisions of Article 17 of these statutes. Each delegate has one vote, and the number of votes for each member organisation is determined according to the following rules:
a) Each member shall have one vote at the General Meeting;
b) Each member shall have one vote for every 500 of its members or partners, or fraction exceeding 250, up to a limit of 5 votes;
c) Each member shall have one additional vote for every 200,000 kg, or fraction exceeding 100,000 kg, of average olive oil production over the last three marketing years, up to a maximum of five votes;
d) In addition to these criteria, votes may be allocated to members in proportion to their economic relations with the Federation, according to criteria to be established in internal regulations, with a maximum of five votes per member.
3 – For the purposes of allocating the number of votes, each member shall communicate to the Federation, in December of each year, the figures referred to in subparagraphs b) and c) of paragraph 2 of this article. The number of votes allocated to members is valid for each calendar year.
4 – In the event of non-compliance with the provisions of the previous paragraph, each member shall have the same number of votes in the following calendar year as in the previous year, unless the Federation has proven knowledge of a significant reduction in the respective olive oil production or membership, in which case the number of votes shall be reduced ex officio.
5 – In the case of members that are unions of cooperatives, the votes allocated under the terms of subparagraphs b) and c) of paragraph 2 of this article shall take into account the values relating to the cooperatives that comprise them, unless these are also members of the Federation.
6 – In the case of members that are agricultural cooperatives with an olive-growing section, the votes allocated under the terms of paragraph 2(b) of this article shall only take into account the members registered in that section.
ARTICLE 20th
1 – The General Assembly shall meet in ordinary and extraordinary sessions in accordance with the law.
2 – The General Meeting shall convene on an extraordinary basis at the initiative of its chairperson, or at the request of the Board of Directors, the Supervisory Board, or members representing at least 20% of the total votes.
ARTICLE 21st
The General Assembly Board consists of a chairperson and a vice-chairperson, who is responsible for replacing the chairperson in their absence or incapacity.
ARTICLE 22nd
1 – The General Assembly shall be convened by the chairperson of the respective board, at least 15 days in advance, with the notice of meeting sent by post to all members and posted in the locations where the Federation has its headquarters or other forms of social representation.
2 – Instead of postal notification, the notice of the General Meeting may be sent by email, subject to the express agreement of the members who wish to use this form of notification.
3 – When not sent to members together with the respective notice of meeting, the documents to be discussed and voted on at the General Meeting, as well as the Federation’s accounting books and documents, shall be made available for examination by the delegates of the members at the Federation’s headquarters from the date of the notice of the respective General Meeting.
ARTICLE 23rd
1 – The General Meeting shall convene at the time specified in the notice of meeting if members representing more than half of the total votes are present.
2 – On second call, the General Meeting shall convene one hour later, with any number of attendees present.
ARTICLE 24th
1 – In addition to other matters provided for by law, the General Meeting shall have exclusive competence to:
a) Elect and dismiss the members of the governing bodies;
b) To assess and vote annually on the management report, the accounts for the financial year, the respective opinion of the Supervisory Board, as well as the budget and activity plan for the following financial year;
c) Approve the distribution of surpluses;
d) Amend the statutes and approve and amend internal regulations;
e) Approve the merger and division of the Federation;
f) Approve the dissolution of the Federation, taking into account the specific statutory provisions applicable;
g) Approve the federation’s membership in cooperative confederations;
h) To deliberate on the exclusion of members and act as an appeal body in relation to sanctions imposed by the Board of Directors, without prejudice to appeals to the courts.
2 – The matters set out in subparagraphs d), e), g) and h) of the previous paragraph, in addition to others provided for by law, require at least two-thirds of the votes cast for approval.
SECTION III
Board of Directors
ARTICLE 25th
The Board of Directors consists of a chairperson and two members.
ARTICLE 26th
The Board of Directors is responsible for the administration, management and representation of the Federation.
ARTICLE 27th
1 – The Federation is bound by the signatures of two members of the Board of Directors, one of which must be that of the chairperson, except in the case of routine administrative acts, for which the signature of one director is sufficient.
2 – The Board of Directors may delegate its collective powers of representation to the chairperson, another of its members, the secretary-general or representatives.
3 – When the powers of representation referred to in the previous paragraph are delegated to agents, the respective instrument of mandate shall specify precisely the nature and extent of the mandate conferred.
ARTICLE 28th
1 – The Board of Directors may hire a secretary-general, who shall be responsible for ensuring normal office operations, liaising with the various departments and internal services, establishing the necessary connections, and representing the Board of Directors at meetings, committees, or working groups, when indicated by the Board.
2 – The Board of Directors may delegate executive powers to the Secretary-General when it deems it appropriate for the proper functioning of the services.
3 – The Secretary-General shall participate in meetings of the Board of Directors and general meetings, without voting rights.
4 – The competition restrictions established by law for directors, managers, agents, and members of the Fiscal Council apply to the secretary-general.
SECTION IV
Audit Committee
ARTICLE 29th
The Audit Committee shall consist of a chairperson and two members.
ARTICLE 30th
The Audit Committee shall be the Federation’s control and supervisory body.
SECTION V
Reserves and distribution of profits
ARTICLE 31st
The following mandatory reserves shall be established:
a) Legal reserve;
b) Reserve for cooperative education and training.
ARTICLE 32nd
The General Meeting may decide to establish other temporary or permanent reserves, as well as the respective manner of allocation and application.
ARTICLE 33rd
The Federation’s net annual surpluses shall be applied as follows:
a) At least 5% for the legal reserve, until it reaches the amount of the paid-up share capital;
b) At least 1% for the cooperative education and training reserve;
c) The percentages set at the General Meeting for the remaining reserves;
d) The remainder may be distributed among the members in proportion to each one’s contribution to the result.
CHAPTER V
Dissolution and liquidation
ARTICLE 34th
The dissolution and liquidation of the Federation’s assets shall be governed by the applicable legal provisions.
ARTICLE 35th
Voluntary dissolution must be decided at a General Meeting convened expressly for that purpose, by a majority of at least four-fifths of the total votes of the members.
CHAPTER VI
General and transitional provisions
ARTICLE 36th
The financial year coincides with the calendar year.
ARTICLE 37th
The amendments to the statutes must be deliberated at a General Meeting convened expressly for this purpose, with the notice of meeting to members accompanied by the text of the proposed amendments.
ARTICLE 38th
The outgoing members of the governing bodies shall remain in office until the newly elected members take office, as confirmed by the chair of the General Meeting.
ARTICLE 39th
The competent court for resolving disputes arising from these statutes is that of the district where the Federation’s headquarters are located.
ARTICLE 40th
The following are considered founding members of the Federation:
a) The parties to the respective public deed of incorporation;
b) Cooperatives and unions that are members of the governing bodies for the first term of office;
c) All cooperatives and unions that are admitted to the Federation within one year of their respective public deed of incorporation.
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