The general assembly is the highest decision-making authority in the cooperative and consists of members or their official representatives.
Cooperative general assemblies are formed in two ways.
Ordinary General Assembly, Extraordinary General Assembly
All members of the cooperative can attend the general meetings and each member has only one vote regardless of the number of shares he owns.
The decisions made in the general assembly in compliance with the regulations will be effective and valid for all members, both present and absent. These decisions must be notified to the members and investors within 15 days in the way that is foreseen for inviting public assemblies in this statute.
Minutes of meetings as cooperative documents must always be kept in the cooperative.
The ordinary general assembly is convened at least once a year and at most within 4 months after the end of the financial year of the cooperative.
The duties and powers of the ordinary general assembly are as follows:
1_ Selection of the board of directors and inspectors.
2_ Processing and making a decision about the balance sheet and profit and loss account, the report of changes in members and capital and other financial reports of the board of directors after reading the inspectors’ report.
3_ Determining the cooperative policy and program and approving the current budget and investment and requested credits and loans
and other financial operations as suggested by the board of directors.
4_ Making a decision to increase or decrease capital within the limits of laws and regulations.
5_ Making a decision regarding reserves and paying interest and surplus income and dividing it according to the statutes.
6_ Approval of regulations and internal instructions of the cooperative.
7- Determining a widely circulated newspaper to insert cooperative advertisements – if the number of members is more than one hundred members.
8_ Deciding on membership or cancellation of cooperative membership in companies and unions and the cooperative chamber and determining the amount of shares or annual membership fee paid.
9_ Making decisions about the auditors’ reports and proposals based on the audit results.
10_ Approving the method of calendaring the members’ non-cash contributions and other rules regarding it.
11_ Approval of minimum and maximum salaries and benefits of the board of directors and their remuneration, which is applicable after the approval of the Ministry of Cooperation.
12_ Approval of the bylaws of duties, powers and rights and benefits of the CEO.
13_ Other duties assigned by the laws and regulations to the ordinary general assembly.
The Extraordinary General Assembly is convened to deal with and make decisions regarding the following matters:
1_ Changing articles of the statute within the limits of the law of the cooperative sector of the economy of the Islamic Republic
2- Making a decision regarding the report of the inspector or any of the inspectors regarding the violations of the board of directors.
3- Dismissing or accepting the collective resignation or the majority of the board of directors.
4- Adopting a decision regarding the liquidation and appointment of 3 members of the liquidation board or merger of the cooperative with other cooperatives, according to the rules stipulated in the law of the cooperative sector and its executive regulations.
The board of directors is obliged to publish the announcement of the invitation to the general assembly within the following deadlines:
1- A maximum of two months after the end of each financial year to convene the ordinary general assembly.
2- At least two months before the end of the service period of the board of directors or inspectors.
3- If in one of the general assemblies, another general assembly is required to be convened within one month at the latest after the assembly of that general assembly.
4- Maximum within one month after the request of the following authorities or persons:
A_ The majority of the members of the board of directors.
B _ Inspector / any of the inspectors / to convene the ordinary or extraordinary general assembly.
C_ One-fifth of the cooperative members to form the ordinary general assembly and one-third of them to form the extraordinary general assembly.
D_ The Ministry of Cooperatives to organize an ordinary or extraordinary general assembly.
The term of service of the board of directors or inspectors will start from the time of their election and acceptance of their position, provided that the term of office of the board of directors or inspectors has expired, otherwise, their service will start from the time of the expiration of the mandate of the board of directors or inspectors. / will be previous.
If the board of directors, due to the resignation, death or legal prohibition of any of the main members, despite the invitation of alternate members, leaves the majority stipulated in the statute, the ordinary general meeting will be called based on the provisions of this statute to complete the members of the board. The board should take action for the rest of the stipulated period.
In case of collective resignation or the majority of the members of the board of directors, it is mandatory to hold an extraordinary general meeting to accept their resignation.
If the board of directors does not organize a regular or extraordinary general meeting within the stipulated time of this statute, the Ministry of Cooperatives can proceed directly to the holding of the general meeting.
If the board of directors does not invite and hold an extraordinary general assembly within one month from the date of the auditor’s request for convening an extraordinary general assembly, the auditor can, with the notification of the Ministry of Cooperation, publish an announcement of the extraordinary general assembly to consider his report.
The invitation of the general meeting with the order, day, time and place of its meeting should be done by an advertisement in one of the local or widely circulated newspapers or a written invitation [with a receipt or by registered mail to the last legal residence declared by the member to the cooperative] and in addition to that, it is mandatory to post the invitation notice at the main office and branches as well as at the cooperative shops and workshops.
Meetings and decisions of the general assemblies of cooperatives that have more than one hundred members will necessarily be communicated to the members through the widely circulated newspapers determined by the general assembly.
In cases where all the members attend the general meeting, it is not mandatory to publish the announcement and formalities of the invitation, as well as observe the time interval from the date of the invitation to the convening of the meeting, and submit the related documents.
The time interval between the date of publication of the invitation notice (the first time) and the establishment of the cooperative general meeting will be at least 15 and at most 20 days.
If the holding of elections is on the agenda of the meeting, this period is at least 30 and at most 35 days.
Each of the members of the cooperative can propose in writing to the official who invited the general assembly, before the official meeting of the general assembly, an item or items other than those mentioned in the invitation to convene the assembly to be discussed in the same assembly meeting. The convening authority of the assembly is obliged to present the relevant proposal in the assembly so that, if approved, it will be included in the agenda of the next assembly meeting, which will be convened within one month at the latest.
Each member of the company can delegate the use of his right to attend and vote in the general assembly to a representative from among the members or outside the members, but no one can cast more than one vote in addition to his vote. have a proxy, unless the number of cooperative members reaches 500 members or more, in which case each person can have a maximum of two proxy votes in addition to his/her own vote.
The approval of the power of attorney is the subject of this article with the convening authority, except in cases where the convening authority is the board of directors and the agenda of the meeting is to elect the board of directors or deal with the violations of the directors, or the board of directors has opposed the holding of the general assembly, in which case it is approved. Agents
The plenipotentiary or the inspector / the majority of the inspectors / will be present.
The documents that the plenipotentiary representatives must submit before convening the general assembly meeting are:
1- The principle of the power of attorney to participate in the general assembly meeting, which has been signed by the member.
2- Valid ID card.
3- It is forbidden to attend the general meeting of the member and his authorized representative.
The criterion for determining the number of members present in the meetings of the general assemblies is the attendance and absence sheet, which the attendees sign when they enter the meeting, either as an original or on behalf of the member.
The ordinary general assembly is formalized with the presence of at least half plus one of the members or their authorized representatives. If the quorum is not reached, the invitation to the assembly must be published within 15 days with the same agenda as the previous meeting. The interval between the publication of the invitation notice (the second time) and the convening of the next assembly meeting should not be less than 15 days and more than 20 days. The meeting will be formalized with the presence of those present.
The Extraordinary General Assembly is formalized for the first time with the presence of two-thirds of the members or their authorized representatives. The official quorum of the extraordinary assembly for the second time will be half plus one and for the third time any number of participants. The announcement of the invitation to the meeting for each subsequent session must be published within 15 days from the date of the non-official meeting with the same agenda as the first meeting. The interval between the publication of the invitation notice and the meeting of the next meeting should not be less than 15 days or more than 20 days.
In case the meeting of the general assembly is not official, the convening authority of the assembly must prepare the minutes of the meeting stating that it is not official and send it to the attendees for signature.
The convening authority will open the meetings of the general assemblies if they are formalized. At the assembly meeting, a chairman, a secretary and two supervisors will be elected from among the members. If the number of members of the cooperative reaches 500 members or more, the number of the board of directors will be 7 people, which are: president, vice president, secretary and 4 supervisors.
The convening authority of the general assembly is obliged to provide the attendance and absence sheet signed by the attendees upon entering the meeting along with the power of attorney of the absent members and the names of all the members to the board of directors to verify the formality of the meeting and apply the necessary controls.
In assemblies where the meeting agenda is the election of the board of directors or inspectors, candidates for membership in the board of directors and inspectors can introduce themselves with the permission of the president of the assembly, within a deadline that is equal for each of them.
Voting in all extraordinary general meetings, as well as the election of the board of directors and inspectors in regular meetings, will be in writing, but voting to adopt other decisions of regular meetings can be done by standing up.
The decisions of the ordinary general meeting are made by a majority of half plus one vote present in the meeting, except for the selection of managers and inspectors, which will be by a relative majority. Approval of the cooperative statute in the first
The ordinary general assembly will be valid with the vote of at least ___ attendees and the decisions of the extraordinary general assembly will be valid with the majority of ___ votes present.
If the general assembly meeting does not lead to a decision due to negotiations, the meeting will be closed as a breather. The chairman of the meeting is obliged to announce the time and place of the next meeting, which should not be more than one week after the mentioned meeting. [It is not necessary to follow the re-invitation formalities. ]
The next meeting is the continuation of the meeting before the meeting, and the board of directors will be the same as those elected in the meeting before the meeting, unless one or more of them did not attend the general meeting after the meeting, in which case, instead of absent persons, people Others will be chosen.
The bill of the general assembly and the decisions made in it are recorded by the secretary of the assembly in a special book, and all its pages are signed by the chairman of the assembly, and a copy of it is sent by the chairman of the assembly to the notice board and a copy of it is also sent to the Ministry of Cooperation.