1. This Limited Liability Cooperative adopts the name "T'Inspirar Cooperativa Integral CRL", hereinafter referred to as "T'Inspirar CRL", which will be governed by these statutes, by the Cooperative Code, by the Internal Regulations of the different sections, and by all other applicable legislation.

2. The Cooperative's head office is located at Rua do Centro Republicano, nº 72, 2300-359 Tomar, in the Parish of Tomar (São João Baptista) and Santa Maria dos Olivais, municipality of Tomar. By means of a statutory alteration, it may transfer its head office to another municipality, as well as, by decision of the Board of Directors, set up delegations, branches, subsidiaries, or any other form of representation, and its duration is indefinite.

3. T'Inspirar CRL is a non-profit, first degree and multi-sectorial cooperative, as foreseen in the Cooperative Code, developing activities in the following cooperative branches: commerce, consumers, culture, housing and construction, agriculture, services (mixed), handicrafts and education.

4. The Cooperative opts for integration in the Services branch as a reference element.
 

1. Commercialisation Section;

2. Agriculture Section;

3. Services Section (Mixed);

4. Housing and Construction Section;

5. Consumers Section;

6. Culture Section;
 

7. Handicraft Section;
 

8. Education Section;
 

1. The purpose of the commerce section is to purchase, store and supply the members with the goods and services necessary for their activity, and to place on the market the goods produced or processed by the members.
 

2. The object of the agricultural section is to produce agricultural, livestock and forestry products; to collect, concentrate, process, preserve, store and dispose of goods and products coming from the holdings of its members; to produce, purchase, prepare and package production inputs and products and to purchase animals intended for the holdings of its members or for its own activity; to install and provide services to the holdings of its members, in particular organisational, technical, technological, economic, financial, commercial, administrative and associative services. The section will focus, amongst others, on the production of wine and table grapes, medicinal herbs, mushrooms for gastronomic and medicinal purposes, fresh and dried fruits and olives, and timber for construction and furniture, as well as the creation, development and operation of community vegetable gardens.

3. The services section has as its object the provision of services in architecture, training, catering, accounting, education, design and communication, health, economics, engineering, veterinary, repair, food safety, tourism, construction, translation, IT, welfare, sports, cleaning services, artistic and literary creation, transport.

4. The object of the housing and construction section is the acquisition of land or buildings, and the construction and rehabilitation of buildings for the housing of its members.
a. In legal terms the Cooperative adopts the Collective Property Regime.

a. School education with the management of an educational establishment that will cover the 3 cycles of basic education and in a later phase also secondary education, inserted in the scope of the educational system but following its own plan with a view towards pedagogical improvement, which places the student as the focus of learning, developing project areas in teams with the support of educational advisors;

b. Technical or professional training with the creation of an establishment destined to provide specialized training in areas related to arts and crafts through technical courses and professional training courses that also include the recycling and improvement of the respective apprenticeships;

c. Extracurricular continuing education for adults, through the creation of an establishment for that purpose.

In the fulfilment of its purposes and on the basis of the exclusive and reciprocal collaboration to which its co-operators are bound, the Cooperative is prepared to:
1. Contract services to be performed by its members under appropriate conditions;
2. Provide administrative support to the members of the Cooperative whenever necessary for the better performance of their work;
3. Support and intermediate the acquisition and management of tools, equipment and raw materials necessary for the activities of the cooperators;
4. Support the production and commercialisation of its cooperators' products;
5. To subscribe work accident insurance for the benefit of its cooperators;
6. Act in defence of the moral rights of its members, both nationally and internationally, when these require it;
7. Provide its members with benefits resulting from agreements with other cooperatives, trade unions, educational or research institutions and other private or public entities;
8. Promote, through protocols with specialised public or private entities, the technical and professional improvement of cooperative members, collectively representing them and acting as their representative, always bearing in mind cooperative education;
9. Promote cooperative education, especially of the cooperative members but also of the general public, and cultural and technical training of its members in the light of cooperativism and the needs of the Cooperative;
10. Support and intermediate the rental or acquisition of buildings for commercial, work, agro-forestry or housing purposes;
11. Organise and participate in fairs and festivals to sell products and services;
12. Implement a time bank amongst cooperators;
13. Implement a complementary currency for use by the cooperators;
14. To promote the common transport of the products of its cooperators with the placement in warehouses or in consumer markets;
15. To provide consultancy services to local development business projects.
16. Organise long or short term courses, seminars and conferences.
17. To raise funds through the issuing of raffles.

1. The social share capital is variable and unlimited, for a minimum amount of five thousand euros, and is made up of registered capital bonds of five euros each.

2. Members shall subscribe as many minimum capital subscriptions as the sections of the cooperative that they wish to join.

3. The minimum capital contributions to be subscribed by each cooperative member shall be twenty shares for the sections: Agricultural, Commerce, Housing and Construction. For the remaining sections, the minimum amount of capital subscribed shall be three shares.

4. Upon joining the cooperative, members who are admitted after the cooperative has been established shall subscribe and pay the minimum capital required by law in full.

5. Upon admission, the payment of an admission fee may be required for an amount to be decided annually by the General Assembly in accordance with the proportionality criteria with regard to the cooperative's share capital, as proposed by the Board of Directors.

 

1. Capital shares shall only be transferable upon authorisation by the Board of Directors, provided that the purchaser or successor in title is already a cooperator or, if they meet the required admission conditions, applying for membership.

2. The inter vivos transfer shall be made by endorsement of the instrument to be transferred, signed by the transferor, purchaser and two members of the Board of Directors and shall be registered in the Cooperative's share register.

3. The transmission "mortis causa" is effected by presentation of a document proving the quality of heir or legatee, which will be recorded in the name of the holder in the respective registry book, to be signed by two members of the Board of Directors and by the legatee heir.

4. In the absence of a transfer "mortis causa", the heirs shall be entitled to receive the amount of the shares of the person whose estate is being administered, according to the nominal value, adjusted in accordance with the share of surpluses or losses and of non-compulsory reserves.

 

1. Natural or legal persons who wish to cooperate in the achievement of the cooperative's purposes may be admitted as cooperators as long as they accept the provisions contained in these bylaws and the internal regulations of the cooperative. Their admission as full members of the cooperative shall be effected by submitting a proposal signed by the candidate to the Board of Directors, together with the subscription of shares and the subscription fee as foreseen in Article 5 of these bylaws. Their rights are set forth in Article 8. Refusal of admission may be appealed to the General Assembly to be lodged within fifteen days by the candidate or any member of the cooperative and the General Assembly shall reach a decision at the first meeting following the appeal.

2. A monthly membership fee may be demanded from cooperators in amounts to be established by the General Assembly and shall be used to cover administrative costs and may be updated whenever deemed necessary, following a proposal by the Board of Directors and a vote at the General Assembly.

3. In addition to the effective members, natural or legal persons who collaborate towards the Cooperative's objectives may also be admitted as benefactor members. To this end, they may contribute by participating in the General Meetings (they may not vote or be elected to the corporate bodies) and by making donations (monetary, in kind or in work). They will also have the right to acquire exclusive products for cooperators.

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Cooperators have the right to:

1. take part in the General Meetings and Sectoral Meetings of the sections in which they are registered, presenting proposals and discussing and voting on the items on the respective agenda;
 

2. Elect and be elected to the Bodies of the cooperative;
 

3. Request clarifications about the activities of the Cooperative, being able to examine the Cooperative's books and accounts and other documents they deem necessary, during the periods and under the conditions established by the Board of Directors;
 

4. Request the convening of an Extraordinary General Meeting in accordance with the terms defined in the statutes;
 

5. Participate in all the activities that constitute the object of the sections of the Cooperative in which they are registered, including the discussions of contracts and their execution, receiving for their work in accordance with the rules approved in the Internal Regulations;
 

6. Develop their own projects individually or in collaboration with other members of the Cooperative, as long as they fall within the object of the present statutes and as long as they are registered in the respective section, having management autonomy over them, and assuming all the legal responsibility they imply;
 

7. To resign;
 

8. Have a Current Account where all costs and revenues associated with their projects are registered, and where the data is updated by the Cooperative's treasury services in a periodicity to be defined by Internal Regulations. They may have more than one Current Account if there is more than one project they are developing and they may share accounts with other members of the Cooperative;
 

9. Transfer amounts from their Current Balance Account of a project they develop to other Current Balance Accounts of their own projects or those of other members in order to fulfil the purposes of the Cooperative.

 

Cooperators must:
 

1. Observe the cooperative principles and respect the Laws, the Statutes and the Internal Regulations;

2. Perform the tasks or social positions entrusted to them with zeal, diligence and professional pride;

3. Accept social deliberations;

4. Make the payments provided for in the present Statutes;

5. Keep their personal data in the Cooperative's registry up to date;

6. To act honestly and truthfully when submitting any data and declarations submitted to the Cooperative;

7. To participate in the losses of the financial year, in proportion to the transactions they have carried out with the Cooperative, if the Reserve Fund is not sufficient to cover them;

8. To communicate to the Board of Directors any temporary interruption of their activities;

9. Communicate to the Board of Directors if a product or service is not in legal conformity for sale to the general public;

10. Guarantee the legality of all their actions whenever they use the cooperative as a legal platform to do their projects, namely to operate the sale of their products and services, being able to be held responsible for actions they do that violate the law and for the corresponding sanctions.

 

1. The liability of cooperators shall be limited to the amount of share capital they have subscribed.

2. The cooperators shall assume legal responsibility for the products and services they acquire from the cooperative, which are supplied by other members, when they are mentioned therein as being exclusive for cooperators.

 

1. The activity developed by the cooperative members is of an intermittent nature and depends on the effective demand for services and products of the Cooperative by third parties.

2. For the purposes of this clause and the Social Security Contributions Code, the activity of the Cooperative members fall under the Social Security scheme for employees.

 

1. Sanctions on cooperators may be based on:

a. Violation of the Cooperative Code, complementary legislation, the Statutes, the Internal Regulations or the Cooperative's resolutions.

b.Exercise of any activity considered harmful to the Cooperative or which causes conflict with its objectives;

c. Practice of moral and financial damage to the Cooperative, or disrespect towards co-workers and/or service takers.

 

1. By decision of the General Assembly, cooperative members who seriously and culpably violate the bylaws and internal regulations, the Cooperative Code and the corresponding complementary and sectorial legislation applicable to the cooperative branches of the section/s where the member is registered may be excluded from the Cooperative.

2. Exclusion shall be preceded by a written process, which shall include the indication of the infractions, their qualification, the evidence produced, the defence of the accused and the proposal for the application of an exclusion measure.

3. The decision of the Assembly that decides on exclusion shall always be subject to appeal.

4. Pursuant to the provisions of the Cooperative Code, a delay of more than three months in the payment of fees may be cause for exclusion. In this case, the cooperator member shall be notified in advance by postal mail and shall have fifteen days to remedy the situation.

 

1. Cooperative members may, by means of a registered letter with acknowledgement of receipt addressed to the Board of Directors, at any time request their resignation from the Cooperative, without prejudice to their responsibility for complying with their obligations under the bylaws.

2. The resignation of the cooperative member shall be compulsorily granted as long as the balance of the current account of the resigning member has been settled.

3. If the current account shows a positive balance, it shall be paid to the resigning cooperator.

4. In any case, the value of the paid up shares at par value shall be returned to the cooperator within a maximum period of one year.

 

The Governing Bodies of the Cooperative are:
1. The General Assembly;
2. The Board of Directors;
3. The Audit Board.

2. Members of the Social Bodies of the Cooperative may not:

a. Negotiate on their own account, directly or through an intermediary, with the Cooperative, without prejudice to the acts inherent to their capacity as a Cooperator.
b. Perform activities that conflict with the object, purposes and interests of the Cooperative, unless expressly authorised by the General Assembly.

 

2. All members in full possession of their rights participate in the General Assembly, unless it is approved that only delegates from each of the Sections participate.
 

3. Each Section shall have a Sectorial Assembly in which all members registered in that Section participate and which shall be chaired by a Board composed of an elected member whose term of office shall have the same duration as the term established for the Governing Bodies of the Cooperative.
 

4. The Sectorial Assembly of each Section is namely responsible for:

a. Pronouncing on the Activities, Budget, Accounts and Management of the Section;
b. Pronouncing on the Cooperative's Plan of Activities, Budget, Management and Annual Report and Accounts to be presented to the General Assembly;
c. Electing the Board of the Section's Assembly in the year of the Social Bodies' elections;
d. Electing the Section's delegates to the General Assembly, prior to its first annual meeting.
 

5. The number of delegates to the General Assembly to be elected in each Section is proportional to the respective number of enrolled members, being one delegate for each five enrolled members, at least one per Section, and the number of delegates shall be determined annually by the Board of Directors according to changes that occur in the number of enrolled members in each Section.
 

6. Article 21 of the statutes shall apply to the Sectorial Assemblies with the necessary adaptations.
 

7. The deliberations of the Sectorial Assemblies shall only become valid once ratified by the General Assembly.

2. The Ordinary General Assembly must be held twice each year, once by the 31st of March to assess and vote on the management report and accounts for the year, as well as the tax opinion, and the other by the 31st of December to assess and vote on the budget and plan of activities for the following year.
 

3. The Extraordinary General Meeting shall meet when convened by the Chairman of the General Assembly, at the request of the Board of Directors, the Audit Body or at the request of at least five per cent of the cooperators and it shall have the exclusive power to deliberate on the following matters:

a. Merger, incorporation or division;
b. Change of the Cooperative's object;
c. Voluntary dissolution of the Cooperative and appointment of a liquidator;
d. Accounts of the liquidator.

1. The General Assembly shall be convened by the Chairman of the General Assembly at least fifteen days in advance.

2. The Notice of Meeting, which shall contain the agenda of the meeting, as well as the day, time and place of the meeting, shall be sent to all cooperative members by email, if expressly accepted by the cooperative member, or by registered mail or hand delivery against receipt, and shall be published on the Cooperative's official online site, without detriment to the provisions of article 36 of the Cooperative Code.

 

1. The General Assembly will meet at the time indicated in the Notice of Meeting, if more than half of the delegates are present.

2. If, at the time appointed for the meeting, the number of attendees foreseen in the previous number is not present, the Meeting shall meet with any number of delegates, one hour later.

3. In case the General Meeting is convened in an extraordinary session and at the request of the cooperators, the meeting shall only be held if at least three quarters of the requesters are present.

 

a. To elect and dismiss members of the Social Bodies;
b. To annually examine and vote the Management Report and the accounts of the financial year, as well as review the Audit Body's opinion;
c. To appraise the legal certification of accounts when necessary;
d. To examine and vote the activities plan and the budget for the following year;
e. To fix the interest rates to be paid to the members of the Cooperative. The total amount of interest cannot exceed 30% of the net annual results;
f. Deliberate on the form of distribution of surpluses, except within the scope of the activity developed in the Housing and Construction branch, where no surpluses can be distributed;
g. To amend and approve the Statutes and Internal Regulations;
h. To approve the merger, incorporation and demerger of the Cooperative;
i. To approve the voluntary dissolution of the Cooperative;
j. To approve the membership of the Cooperative in Unions, Federations and Confederations;
k. To deliberate on the exclusion of cooperators and the loss of mandate of the members of the Governing Bodies, and also to intervene as an appeal body in relation to the admission or refusal of new members and in relation to the sanctions applied by the Board of Directors;
l. To fix the remuneration of the members of the Social Bodies;
m. To decide on the exercise of the right of civil or criminal action against directors, managers and other representatives and members of the Supervisory Body;
n. To examine and vote on matters especially foreseen in the Cooperative Code and in these statutes;
o. The creation and extinction of Sections upon the proposal of the Board of Directors;
p. The alteration of the number of delegates of the Cooperative in representation of each of the Sections.

2. At General Assemblies, each cooperator or representative shall have one vote, regardless of their share in the share capital.
 

1. Postal voting shall be allowed, provided that it is expressly indicated in reference to the item or items on the agenda. The Chairman of the Board of the General Assembly shall be responsible for checking its authenticity and ensuring confidentiality.

2. The ballot papers for postal votes must be sent by ordinary or registered mail in a closed and anonymous envelope, accompanied by a letter addressed to the Chairman of the Board of the General Assembly, in which the voting cooperator shall identify themselves and provide their signature, and only the votes received until the beginning of the General Assembly, where the envelopes shall be opened and the votes deposited in a ballot box, shall be admissible.

3. Votes cast by mail count as null votes in relation to deliberative proposals presented after the vote has been cast.

4. Voting by representation shall be allowed and the mandate, which may only be granted to another cooperator or to a member of the mandant's family that is of age, shall be contained in a written, dated and signed document addressed to the Chairman of the Board of the General Assembly. The Chairman of the Board of the General Assembly shall be responsible for ensuring the authenticity of the instrument of representation and the sufficiency of the powers granted. Each cooperative member may only represent up to a maximum of three members of the cooperative.

 

 

2. The Board of Directors has the following competences:

a. Draw up the annual Management Report and Accounts, as well as the Budget and Activities Plan for the following year and submit them to the Auditing Body for its opinion and the General Assembly's appreciation and approval;
b. To execute the Annual Plan of Activities;
c. To attend the requests of the Auditing Body in matters of its competence;
d. To hire and manage the personnel necessary for the activities of the Cooperative;
e. Determining the means to collect the remuneration due to the Cooperators;
f. To ensure compliance with the actions proposed and approved by the General Assembly;
g. To deliberate on the admission of the Cooperators, as well as on their resignation;
h. To keep the books, in accordance with the law;
i. To represent the Cooperative in and out of court;
j. Perform the necessary actions to defend the interests of the cooperative and the cooperative members, as well as to safeguard the cooperative principles, in all matters which are not within the competence of other bodies.
k. Rent or acquire whatever becomes necessary for the functioning of the Cooperative, after obtaining the favourable opinion of the Auditing Body;
l. Acquire, build and alienate real estate, when authorised by the General Assembly.
 

3.The Administrative Body will designate the managers and other necessary representatives, delegating to them the powers foreseen in these statutes, as well as being able to revoke the powers granted.
 

4. The Administrative Body shall meet ordinarily once a month and extraordinarily, whenever necessary.

 

1. The Auditing Body of the cooperative shall be exercised by a Board of Auditors composed of a Chairperson and two members.

2. The General Assembly may elect a substitute for the Auditing Committee.

 

 

 

The following compulsory reserves are established:

1. Legal Reserve, compulsory, intended to cover possible losses for the year and made up of liquid and available resources, consisting of a percentage that cannot be less than five per cent of the net annual surplus and a proportion of the fees as decided by the General Assembly.
 

2. Reserve for Cooperative Education and Training to cover the costs of cooperative education, in particular of the Cooperators and their cultural and technical training, consisting of a percentage of no less than one per cent of the net annual surplus and a proportion of the fees as decided by the General Assembly.
 

3. Investment Reserve consisting of forty per cent of the net annual surpluses of the Housing and Construction section, and of donations and subsidies for existing projects within the scope of this reserve.
 

4. Conservation and repair fund, intended to finance conservation, repair and cleaning work on the assets owned by the co-operative.
 

5. Construction Fund, to finance the construction or acquisition of new dwellings or social facilities for the cooperative.