Chapter 4 Directors, Supervisors and Other Personnel
There shall be at least three directors and three supervisors in a cooperative, and they shall be elected in the member’s congress from the members.
Members who are subject to adjudication of bankruptcy or the commencement of a liquidation proceeding as convicted in accordance with the Consumers Debt Clearance Act and whose rights and privileges have not been reinstated, must not serve as directors or supervisors of a cooperative.
Directors and supervisors shall hold office for no more than three years, and shall be re-eligible unless the law or the articles of association provides otherwise.
Directors shall implement tasks according to the provisions of this Act and the articles of association of the cooperative as well as resolutions of the member’s congress, and shall elect one or several of them to represent the cooperative toward the outside.
Where a director infringes the provision of the above paragraph, thus resulting in damage to the cooperative, the director shall be liable to compensate the cooperative.
The board of directors shall place the articles of association, a roll list of members, proceedings of the member’s congress, and other books that should be prepared according to law in the cooperative. The roll list of members shall include the following contents:
1. Name, sex, age, native place, occupation, and address of the members
2. Date of the member’s subscribing shares as well as the quantity of shares and serial number of the stocks
3. The money already paid by each member and the date of payment
4. The guarantee money paid by each member of guaranteed liability cooperatives
At the end of a business year, the board of directors shall prepare a business report, a balance sheet, a statement of surpluses and deficits, a property inventory, and a surplus allocation or deficit sharing scheme. The said documents shall be submitted to the member’s congress after having been examined by the board of supervisors at least ten days before a meeting of the member’s congress is held. However, this is not applicable when a temporary meeting of the member’s congress is convened.
The central competent authority shall establish regulations on the content of the financial statements set forth in the preceding paragraph, scope of accounting affairs, financial management, payment of expenditures, and other matters to be complied with.
A cooperative shall, within one month after the documents specified in Paragraph 1 are approved by the member’s congress, send a written report to the competent authority for future reference. The competent authority may assign its staff to conduct an on-site inspection, or conduct a joint inspection with relevant agencies if necessary, and the cooperative must not evade, hinder, or refuse such an inspection.
The central competent authority shall establish regulations on the types, methods, and procedures of the said inspection, supervision by the competent authority, and other matters to be complied with.
All the members and creditors of a cooperative have the right to look over the documents as referred to in the above two articles.
The supervisors have the following authorities:
1. To supervise and inspect the properties of the cooperatives;
2. To supervise and inspect a director’s performance of business activities;
3. To examine the documents set forth in Article 35 and Article 36;
4. To act on behalf of the cooperative when it signs a contract with or is in a lawsuit against its director(s);
For the purpose of performing the duties in the preceding paragraph, a supervisor may convene a temporary meeting of the member’s congress if it is deemed necessary.
The central competent authority shall establish regulations on the supervision and inspection, of the methods, procedures, and scope for a supervisor to exercise his/her authorities, as well as other matters to be complied with.
A supervisor shall not act concurrently as a director, clerk, or technician.
A member who was once a director shall not be elected as supervisor before being relieved of his/her responsibilities.
A director or supervisor shall not act concurrently as a director or supervisor in another cooperative at the same level and with the same business scope, or simultaneously hold office in an association or enterprise that competes with the cooperative.
The central competent authority shall establish regulations on organizational systems, staffing, and staff management in cooperatives and other matters to be complied with.
The members who hold a position in the regulating authorities and burden the administrative responsibility to supervise the cooperatives under jurisdiction may be elected supervisors, but may not be elected directors.
In case of infringement of law or the articles of association of the cooperative, a director or supervisor may be recalled by the member’s congress with the consent of more than a half of the members; the same for breach of duty.
Where a director or supervisor infringes law or commits any misconduct that is likely to damage the cooperative, the regulating authority may compel him to quit the job where necessary.
Cooperatives may set positions of clerk and technician for the necessity of business, and they shall be appointed and recalled by the board of directors.