brunnolou/swiss-code-of-obligations huggingface dataset:
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
I. Powers

Art. 879

1 The supreme governing body of a cooperative is the general assembly of members.

2 It has the following inalienable powers:

1.

 to determine and amend the articles of association;

 2.[723](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34161) 

 to elect the board and the external auditor;

 2bis.[724](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34188) 

 to approve the annual accounts and if applicable to pass resolutions on the allocation of the balance sheet profit;

 3.[725](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34214) 

 to approve the management report and the consolidated accounts;

 3bis.[726](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34236) 

 to pass resolutions on repaying capital reserves;

4.

to discharge the board;

5.

 to make resolutions concerning the matters reserved to the general assembly of members by law or the articles of association.

[723](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34161) Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).

[724](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34188) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).

[725](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34214) Amended by No I 3 of the FA of 23 Dec. 2011 (Financial Reporting Law), in force since 1 Jan. 2013 ([AS **2012** 6679](eli/oc/2012/810/en);[BBl **2008** 1589](eli/fga/2008/416/en)).

[726](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34236) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
II. Ballot

Art. 880

In the case of cooperatives with more than 300 members or in which the majority of members are themselves cooperatives, the articles of association may stipulate that all or some of the powers of the general assembly of members be exercised by ballot.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
III. Convening the general assembly
1. Right and duty

Art. 881

1 The general assembly of members shall be convened by the board or any other governing body on which the articles of association confer such authority, and where necessary by the external auditor.[727](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34285) The liquidators and the representatives of bond creditors also have the right to convene a general assembly.

2 The general assembly of members must be convened at the request of at least one-tenth of the members or, in the case of cooperatives with fewer than 30 members, at least three members.

3 Where the board fails to grant such a request within a reasonable period, on application the court must order that a general assembly be convened.

[727](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34285) First sentence Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
III. Convening the general assembly
2. Form

Art. 882

1 The general assembly of members must be convened in the form prescribed by the articles of association but in any event no later than five days before the date for which it is scheduled.

2 In the case of cooperatives with more than 30 members, convocation is effective as soon as it is publicly announced.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
III. Convening the general assembly
3. Agenda items

Art. 883

1 The notice convening the meeting must include the agenda items to be discussed and the essential content of any proposed amendments to the articles of association.

2 No resolutions may be made on motions relating to agenda items that were not duly notified, except by means of a motion to convene a further general assembly.

3 No advance notice is required to propose motions on duly notified agenda items and to debate items without passing resolutions.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
III. Convening the general assembly
4. Universal meeting

Art. 884

Where all the cooperative’s members are present, they may, if no objection is raised, pass resolutions without needing to comply with the formal convocation requirements.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
IV. Voting rights

Art. 885

Every member has one vote at the general assembly of members or in the ballot.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
V. Representation

Art. 886

1 A member may exercise their right to vote at the general assembly of members by appointing another member to act as their representative, but no representative may represent more than one member.

2 In the case of cooperatives with more than 1,000 members, the articles of association may stipulate that each member may represent more than one other member but never more than nine.

3 The articles of association reserve the right to permit representation of members by relatives with capacity to act.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
VI. Exclusion of right to vote

Art. 887

1 In the case of resolutions concerning the discharge of the board, persons who have participated in any manner in the management of the cooperative’s business have no right to vote.

2 ...[728](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34388) 

[728](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34388) Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
VII. Resolutions
1. In general

Art. 888

1 Unless otherwise provided for by law or the articles of association, the general assembly of members shall pass resolutions and decide elections by an absolute majority of the votes cast. The same applies to resolutions and elections by ballot.

2 The dissolution of the cooperative and any amendment to the articles of association require a majority of two-thirds of the votes cast. The articles of association may stipulate more restrictive conditions for such resolutions.[729](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34423) 

[729](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34423) Amended by Annex No 2 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 ([AS **2004** 2617](eli/oc/2004/320/en);[BBl **2000** 4337](eli/fga/2000/921/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
VII. Resolutions
2. Increase of members’ obligations

Art. 889

1 Resolutions to introduce or increase the members’ personal liability or their liability to make additional contributions require the consent of three-quarters of all members.

2 Members who did not vote in favour are not bound by such resolutions providing they give notice of their departure from the cooperative within three months of the publication of the resolution in question. Such departure takes effect as of the date on which the resolution comes into force.

3 In such cases, departure may not be made conditional on payment of a severance penalty.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
VIII. Dismissal of the board and the external auditor730

Art. 890

1 The general assembly of members is entitled to dismiss the members of the board and the external auditor and any registered attorneys or commercial agents appointed by them.[731](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34486) 

2 On application by at least one-tenth of the members, the court may order such dismissals where good cause exists and, in particular, where the persons in question neglected their duties or were unable to fulfil them. In such cases the court must, where necessary, order that fresh elections be held by the competent body of the cooperative and take appropriate measures for the interim.

3 The claims for compensation of persons thus dismissed are reserved.

[731](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34486) Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
IX. Challenging resolutions of the general assembly

Art. 891

1 The board or any member may challenge resolutions made by the general assembly of members or by ballot which violate the law or the articles of association by bringing action against the cooperative before the court. Where the board is the claimant, the court shall appoint a representative for the cooperative.

2 The right of challenge lapses where the action is not brought within two months of the adoption of the resolution.

3 A court judgment that annuls a resolution is effective for and against all the members.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
X. Assembly of delegates

Art. 892

1 Cooperatives with more than 300 members or in which the majority of the members are cooperatives may delegate all or some of the powers of the general assembly of members to an assembly of delegates by means of the articles of association.

2 Rules governing the composition, election and convocation of the assembly of delegates are laid down in the articles of association.

3 Every delegate has one vote in the assembly of delegates, unless different provision for right to vote is made in the articles of association.

4 In other respects the statutory provisions governing the general assembly of members apply to the assembly of delegates.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
XI. Exceptions for insurance cooperatives

Art. 893

1 Licensed insurance cooperatives with more than 1,000 members may delegate all or some of the powers of the general assembly of members to the board by means of the articles of association.

2 The powers of the general assembly of members to introduce or increase the members’ liability to make additional contributions and to dissolve, merge, split and modify the legal form of the cooperative are not transferable.[732](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34561) 

[732](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34561) Amended by Annex No 2 of the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 ([AS **2004** 2617](eli/oc/2004/320/en);[BBl **2000** 4337](eli/fga/2000/921/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
A. General assembly of members
XII. Venue and use of electronic means

Art. 893a733

The rules of the law on companies limited by shares on the venue and using electronic means when preparing for and conducting the general assembly apply _mutatis mutandis_.

[733](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34582) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
B. Board
I. Eligibility
1. Membership

Art. 894

1 The board of the cooperative shall comprise at least three persons; a majority of them must be members.

2 Where a legal entity or commercial company holds a participation in the cooperative, it shall not be eligible as such to serve as a member of the board; however, its representative may be elected in its stead.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
B. Board
I. Eligibility
2....

Art. 895734

[734](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34630) Repealed by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), with effect from 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
B. Board
II. Term of office

Art. 896

1 The members of the board shall be elected for a maximum term of office of four years, but may be re-elected unless the articles of association provide otherwise.

2 The provisions governing companies limited by shares apply to terms of office of members of the board of licensed insurance cooperatives.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
B. Board
III. Administrative committees

Art. 897

The articles of association may delegate some of the duties and powers of the board to one or more committees elected by the board.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
B. Board
IV. Business management and representation
1. Delegation

Art. 898735

1 The articles of association may authorise the general assembly of members or the board to delegate responsibility for managing the cooperative’s business or parts thereof and for representing the cooperative to one or more persons, business managers or executive officers, who need not be members of the cooperative.

2 A cooperative must be able to be represented by a person who is resident in Switzerland. This person must be a director, a business manager or an executive officer. This person must have access to the register under Article 837.[736](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34709) 

[735](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34681) Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).

[736](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34709) Amended by No I 2 of the FA of 12 Dec. 2014 on the Implementation of the revised recommendations 2012 of the Financial Action Task Force, in force since 1 July 2015 ([AS **2015** 1389](eli/oc/2015/289/en);[BBl **2014** 605](eli/fga/2014/100/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
B. Board
IV. Business management and representation
2. Scope and restriction

Art. 899

1 The persons with authority to represent the cooperative may carry out in its name any transactions conducive to the achievement of the cooperative’s objects.

2 Any restriction of such authority shall have no effect in relation to bona fide third parties, subject to any provisions entered in the commercial register that govern exclusive representation of the principal place of business or a branch office or joint management of the cooperative.

3 The cooperative is liable for any loss or damage resulting from unauthorised acts carried out in the exercise of his function by a person authorised to manage the cooperative’s business or to represent it.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
B. Board
IV. Business management and representation
3. Contracts between the cooperative and its representatives

Art. 899a737

If the cooperative is represented in the conclusion of a contract by the same person with whom it is concluding the contract, the contract must be done in writing. This requirement does not apply to contracts relating to everyday business where the value of the cooperative's goods or services does not exceed 1,000 francs.

[737](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34746) Inserted by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
B. Board
IV. Business management and representation
4. Signatures738

Art. 900

The persons with authority to represent the cooperative must sign by appending their signature to the cooperative’s business name.
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
B. Board
IV. Business management and representation
5. …

Art. 901739

[739](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34806) Repealed by No I of the FA of 19 June 2020 (Company Law), with effect from 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
B. Board
V. Duties
1. In general

Art. 902

1 The board must conduct the business of the cooperative with all diligence and employ its best endeavours to further the cooperative’s cause.

2 In particular, it has a duty:

1.

 to prepare the business of the general assembly of members and implement its resolutions;

2.

 to supervise the persons entrusted with the cooperative’s business management and representation with regard to compliance with the law, the articles of association and any applicable regulations and to keep itself regularly informed of the cooperative’s business performance.

3 The board is responsible for ensuring that:

1.

 the minutes of its meetings, the minutes of the general assembly, the necessary accounting records and the membership list are kept properly;

2.

 the annual report is drawn up and submitted to the external auditor for examination in accordance with the statutory provisions; and

3.

 the prescribed notifications concerning accessions and departures of members are made to the commercial register office.[740](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e34864) 

[740](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34864) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
B. Board
V. Duties
2. Repayment of contributions

Art. 902a741

The rules of the law on companies limited by shares apply _mutatis mutandis_ to the repayment of contributions.

[741](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34890) Inserted by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
B. Board
V. Duties
3. Imminent insolvency, loss of capital and overindebtedness

Art. 903742

1 The provisions of the law on companies limited by shares on imminent insolvency, overindebtedness and the revaluation of immovable property and participations apply_mutatis mutandis_.

2 In the case of cooperatives with share certificates, the provisions of the law on companies limited by shares on loss of capital also apply _mutatis mutandis_.

[742](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e34921) Amended by No I of the FA of 19 June 2020 (Company Law), in force since 1 Jan. 2023 ([AS **2020** 4005](eli/oc/2020/746/en); [**2022** 109](eli/oc/2022/109/en);[BBl **2017** 399](eli/fga/2017/112/en)).
Division Three: Commercial Enterprises and the Cooperative278
Title Twenty-Nine: The Cooperative
Section Five: Organisation of the Cooperative
B. Board
VI. Return of payments to members

Art. 904

1 In the event that the cooperative becomes insolvent, the board is obliged to reimburse the cooperative's creditors for all payments received in the three years prior to the onset of insolvency in the form of shares in the profit or under any other designation to the extent such payments exceed adequate remuneration for the consideration rendered and should not have been made under a prudent accounting regime.

2 Such reimbursement shall be excluded to the extent that no claim for it exists under the provisions governing unjust enrichment.

3 The court shall decide at its discretion, taking due account of all the circumstances.