Funded by EUSL
Bylaws of Funded by EUSL
Part of EUSL Core
Care to Change the World
Introduction – Bylaws
Funded by EUSL is a membership driven organization, controlled by its bylaws. This is done for two reasons: First it gets the brokers comfort as it becomes easier to understand what they are supposed to do. And perhaps more important, what they shouldn’t do. Second, it gives comfort to the lenders and investors as they will always know what Funded by EUSL is investing in.
Obviously there will always be something that someone doesn’t like on a personal level, but Funded by EUSL will follow the bylaws to its teeth which guarantee a reliable partner in all directions.
On the following slides are Funded by EUSL’s bylaws.
Bylaws Funded by EUSL
§ 1 Company
1.1 The association’s company is a European cooperative in the form of Funded by EUSL SCE
§ 2 Purpose
2.1 The association’s purpose is to promote the members’ financial interests by conducting initiatives with socially sustainable development as a starting point as well as other related and compatible activities.
2.2 The members participate in the activities with their own work or by using the association’s services.
2.3 The association is politically, religiously, ethnically and gender independent.
§ 3 The association’s headquarters, head office and accounting currency
3.1 The association and its administrative body are based in Umeå municipality in Sweden, where its head office will also be located.
3.2 The association’s accounting currency is EURO.
Bylaws Funded by EUSL – continued page 2
§ 4 Member entry, exclusion and withdrawal
4.1 A member of the association is accepted as:
a) is employed by the association on a full-time, part-time, part-time or leisure basis or works in an employment-like relationship in the association’s activities (referred to as “employees”),
b) permanently performs assignments for the association as a representative/expert in the
association’s financial activities (“Broker”) or
c) continuously uses the association’s services (“Customers”), if the applicant can be expected to follow the association’s statutes and decisions and contribute to the fulfillment of the purpose of the association.
4.2 The application for membership is examined by the administrative body or by the person appointed by the administrative body. If membership is refused and the applicant requests it, the application shall be examined by the general meeting.
4.3 Applying for a membership as Broker means following the strict rules and criteras defined in the ESG-manual.
4.4 Termination of membership in the association must be made in writing to the management body.
4.5 A member who clearly violates the association’s statutes, does not follow duly made decisions or who otherwise opposes the association’s interests or purposes, may be expelled from the organization.
4.6 Those who are excluded immediately lose their right to participate in deliberations and decisions about the association’s affairs and their membership fee is forfeit.
4.7 Resignation from the association takes place at the closing date which falls no earlier than one month after the member has terminated his membership, been excluded or any other circumstance that gave rise to the termination.
4.8 Any damage to Funded by EUSL incurred by braking the statues and / or the ESG manual, will be personally accounted for by the member.
Bylaws Funded by EUSL – continued page 3
§ 5 Acquisition of share
5.1 If a member’s share has been transferred to another by division of property, inheritance or will, the person who acquired the share shall apply for membership in the association within six (6) months after the acquisition or, in the case of acquisition of the deceased member’s share, at the latest in ten (10) days time.
5.2 The same applies to those who, without being a member of the association, have acquired a member’s share by transfer.
5.3 Regarding the conditions for membership, form of application and decision-making body when applying in accordance with the first paragraph, what is prescribed in § 8 applies.
5.4 If membership is granted due to the application in accordance with the first paragraph, the acquirer takes the member’s place.
5.5 If the acquirer does not apply for membership within the prescribed time or is refused membership, the member is thus considered to have resigned from the association. In such a case, the acquirer has the same right as would otherwise accrue to the resigning member.
5.6 Acquisitions as above must be approved by the administrative body.
Bylaws Funded by EUSL – continued page 4
§ 6 Rights and obligations
6.1 A member is obliged to pay statutes and fees in accordance with the articles of association and approved by the general meeting, as well as otherwise follow the association’s statutes and decisions.
§ 7 Efforts, membership efforts etc
7.1 The association’s subscribed capital shall at each time amount to at least EUR 30,000 (minimum capital).
7.2 Each member must participate in the association with one (1) contribution.
7.3 A member is only responsible for the share of the capital he/she has subscribed for.
7.4 The contribution to the association is a minimum of Euro 10 and a maximum of Euro 400 000 as a one time cost for the member category Brokers (see § 4) and Euro 100 for the member categories Employees and Contractors. The general meeting continuously decides on the size of the contribution within each interval.
7,5 The mandatory contribution must be paid annually to the association’s account from the time membership is granted. Contributions in addition, voluntary contributions, are paid according to the administrative body’s instructions.
7.6 The Annual General Meeting may, in accordance with § 22, decide that unrestricted equity shall be transferred to the member contributions through a share issue. Where applicable, the mandatory contribution under this section and the amount issued constitute the member’s total membership contribution.
Bylaws Funded by EUSL – continued page 5
7.7 The administrative body may decide that capital in the form of publishing contributions may be contributed to the association by members and / or other than members. However, the total contribution of publishing contributions from other than members may not be greater than the association’s total subscribed and issued membership contributions.
7.8 The Annual General Meeting shall, in accordance with § 22, decide that a dividend shall be paid on the publishing contributions with priority over other profit distribution.
7.9 The decided dividend on publishing contributions is due for payment within two weeks of the decision.
7.10 The administrative body decides who shall be allowed to contribute the publishing contribution, its amount and other conditions that shall apply to each contribution.
7.11 For each contributed publishing contribution, a publishing unit certificate shall be issued which contains the information required in accordance with Chapter 5. Section 4 of the EconomicAssociations Act.
Other securities (bond, debenture, etc)
7.12 The Annual General Meeting or, after authorization by the Annual General Meeting – the administrative body – may decide on the issue of other securities for raising loans with performance-related interest / repayment. Where applicable, the securities may be subscribed for by members and / or other than members. However, the total nominal value of subscribed securities may at no time be greater than the value of the association’s total subscribed and issued membership contributions.
7.13 Redemption of issued securities may take place for cash or in exchange for a membership contribution or a publishing contribution, depending on whether the holder is a member or not, and otherwise on the terms specified in the promissory note.
Bylaws Funded by EUSL – continued page 6
§ 8 Surplus distribution
8.1 Unrestricted equity according to an approved balance sheet shall, after a statutory allocation to the reserve fund, be distributed in the first instance as a contribution interest on any debenture contributions in accordance with the terms of the debenture certificate and thereafter, in accordance with the decision of the general meeting:
a) entered in a new account and / or
b) funded for special purposes, and / or
c) donated to EUSL Foundation and / or
d) distributed as a deposit interest on the member contributions and / or
e) transferred to the member contributions through a contribution issue in relation to each member’s member contribution alt. Their turnover with the association during the financial year and / or
f) distributed as a bonus or post-payment in relation to the members’ turnover with the association during the financial year.
Bylaws Funded by EUSL – continued page 7
§ 9 Membership fee
9.1 The general meeting may decide that the association’s members shall pay a membership fee.
9.2 The general meeting may decide to hold different membership levels and thus different membership fees and membership rights.
9.3 The general meeting may decide that the membership fee may amount to a maximum of Euro 100 000 per year.
§ 10 Repayment of contribution etc
10.1 A member who has resigned has the right to get back paid contributions and on the proportion of profits in accordance with what is prescribed in ch. 11 the law on economic associations. However, repayment may not be made to the extent that it should entail that the association’s contribution capital would thus be less than the minimum capital according to §8.
Bylaws Funded by EUSL – continued page 8
§ 11 Administrative bodies
11.1 Funded by EUSL is governed by an administrative body, ie it practices a monistic governing body.
11.2 The administrative body is elected by the general meeting and consists of a minimum of 3 (three) and a maximum of seven (7) members. The general meeting may also appoint one personal deputy per member. The general meeting appoints a chairman. Other members and deputies are appointed by the general meeting on the proposal of the respective sector meeting and the investors’ meeting.
11.3 Members and deputies do not have to be members of the association.
11.4 Members and deputies are appointed for the period until its annual general meeting is held in the second financial year after the election.
11.5 In the event that a CEO is appointed, he or she shall be part of the administrative body
11.6 The administrative body is quorate if more than half of the number of members are present.
11.7 The decision of the administrative body is made by a simple majority. In the event of an equal number of votes, the chairman has the casting vote. However, in the case of authorization for the governing body to take certain measures, at least two (2) of the elected members shall vote in favor of the proposal.
11. 8 The administrative body shall be responsible for the association’s management and represent it in contacts with third parties.
11.9 In the event that a member is to be dismissed, this is done at the ordinary or extraordinary general meeting.
11.10 A majority of the members and deputies of the executive agency shall belong to the category of Employees.
11.11 Boardmembers sit until further notice and deputies are appointed for one year at a time.
11.12 The administrative body constitutes itself in addition to the chairman who is appointed in accordancewith § 11.2
Bylaws Funded by EUSL – continued page 9
12 CEO and Vice President
12.1 If the administrative body finds it expedient, it may appoint a CEO. The CEO does not have to be a member of the association.
12.2 The CEO is responsible for day-to-day management under the supervision of the executive agency and in accordance with its directives.
12.3 The administrative body may also appoint a Deputy CEO who assists the CEO.
§ 13 Company drawing
13.1 The association’s name is signed by the administrative body and, where applicable, by the CEO separately.
§ 14 Financial year
14.1 The association’s financial year is equal to the calendar year.
§ 15 Annual report
15.1 The administrative body must submit the annual report to the association’s auditor no later than 30 April.
Bylaws Funded by EUSL – continued page 10
§17 Auditors report
§18 The Associations meetings
18.1 General meetings
The association’s general meetings are ordinary and extraordinary general meetings, sector meetings and investor meetings.
18.2 Annual meeting
The general meeting, ie. ordinary and extraordinary general meetings, powers are exercised in their entirety by a council. How many are to be appointed from time to time is determined on the basis of the number of members at the beginning of each financial year.
18.3 Sector meetings
Representatives are appointed by the sectoral general meetings for the various categories of members (see § 5) as follows:
a) Employees appoint 85% of the total number of councilors.
b) Customers appoint 5% of the total number of councilors.
c) The contractors appoint 10% of the total number of councilors.
Bylaws Funded by EUSL – continued page 11
18.4 The election of councilors is valid for the period up to the annual general meeting of the following financial year.
18.5 The sector meetings for the election of councilors shall be held before but in connection with the association’s ordinary general meeting each year.
Annual General Meeting
At the annual general meeting the following matters shall be considered:
Bylaws Funded by EUSL – continued page 12
18.8 Matters, which a member wishes to have dealt with at the Annual General Meeting, must be reported
to the management body in writing (letter or e-mail) no later than 4 weeks before the meeting.
18.9 Extraordinary general meeting
Extraordinary general meetings shall be held at those times and for the purposes decided by the general meeting in advance and otherwise when the administrative body deems it necessary and when requested by the auditor or at least one tenth (1/10) of the association’s members.
18.10 Investors meeting
The Investors’ Meeting is advisory in matters concerning the holders of debentures and othersecurities in accordance with § 6 interests. Prior to a decision by the General Meeting on these matters, the representatives of the general meeting, shall be given an opportunity to comment.
18.11 An investor meeting shall be held before but in connection with the association’s ordinary general meeting each year.
18.12 In addition, the investor meeting shall be held at the times the meeting resolves in advance, when holders of at least one tenth (1/10) of the total value of debentures or other securities pursuant to § 8 so request and when the administrative body deems it necessary.
18.13 Right to vote
The right to vote at the association’s general meetings as above is otherwise exercised in accordance with what applies according to ch. Sections 1-3 and 12 of the Act on Economic Associations. The right to vote may only be exercised on the spot.
Bylaws Funded by EUSL – continued page 13
§19 Notice of the associations meetings
a) Notice of a sector meeting, an association meeting and an investor meeting is given in writing by email.
b) Notice shall be sent no earlier than eight (8) weeks before and no later than four (4) weeks before the meeting.
c) The administrative body shall ensure that the notice of the association’s general meetings is executed and that the auditor is notified of the notice.
20.1 Announcements to the members, other than notice of the general meeting, must be posted on the association’s website.
§21 Amendments to the Articles of Association
21.1 For the amendment of the articles of association, what is prescribed in ch. 7 applies. Sections 14 and 15 of the Economic Associations Act.
Bylaws Funded by EUSL – continued page 14
23.1 As regards the conditions of the cooperative in general, Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE) applies in the first instance. This regulation applies as Swedish law and is largely mandatory. In its operative parts, it is supplemented by the Act (2006: 595) on European Cooperatives, the Ordinance (2006: 922) on European Cooperatives and the Act (1987: 667) on Economic Associations. With regard to registration etc., certain provisions in the Swedish Companies Ordinance (2005: 559) apply. There is also a special law (2006: 477) on employee influence in European cooperatives