TITLE 1 COMPANY NAME – REGISTERED OFFICE – PURPOSE
Article 1 – Company name
Under the name Société Coopérative SEEDS-AFRICA (Social Entrepreneurship & Enterprise Development Strategies), exists is a cooperative society governed by these statutes and by articles 828 and following of the Federal Code of Obligations.
Article 2 – Headquarters
The head office of the company is in Collonge-Bellerive (Canton of Geneva)
Article 3 – Purpose
The purpose of the society is to promote and guarantee, through its common action, the economic interests of its members, to encourage and create new commercial prospects and structuring projects in order to contribute to concretizing and revitalizing the economies of African countries, in particular by the following means:
By taking and administering participations and investments in companies and organizations (excluding companies holding real estate of a residential nature in Switzerland);
By acquiring and creating other companies;
By carrying out all operations likely to promote in any way the purpose of the cooperative and its associates;
By seeking financial means;
By concluding and managing contracts;
By developing commercial principles and ensuring their strict application;
By encouraging and promoting the creation of new markets, new methods and technologies;
By encouraging private companies to meet, to communicate, to exchange information and experiences as well as to cooperate within individual and joint structuring projects.
The company may also carry out all financial and commercial transactions, in Switzerland and abroad, relating directly or indirectly to the main purpose, and take any other measure which appears to adequately support the corporate purpose or which is related to it. It may also create branches and subsidiaries, in Switzerland and abroad,
TITLE 2 SHARE CAPITAL, SHARES (INVESTMENT CERTIFICATES) AND QUALITY OF ASSOCIATE
Article 4 – Share capital – Shares
This cooperative society issues shares of one hundred francs (CHF100.-) of nominal value each.
The shares are evidenced by securities, which are registered and do not have the character of securities; they only constitute mere evidence.
Each member is required to acquire at least one (1) share, up to a maximum of 10,000 (ten thousand) shares. The share capital and the number of shares are not limited, in accordance with article 828 paragraph 2 of the Code of Obligations.
Article 5 – Acquisition of associate status
The society may at any time receive new members, whether legal or natural persons, showing an interest in achieving the purpose of the society.
In accordance with article 839 paragraph 2 of the Code of Obligations, the conditions set for acquiring the status of associate are as follows:
A written declaration by which the person motivates his membership and confirms his full acceptance of these statutes Electronic form on the official website of the cooperative society (https://seeds.africa);
The acquisition of at least one share;
Validation by the administration of the application.
Article 6 – List of Associates
The company keeps a list of associates mentioning their surname and first name for natural persons, as well as their domicile; their corporate name and registered office in the case of legal persons or commercial companies. It maintains this list in such a way that it can be accessed at any time in Switzerland.
The supporting documents for registration must be kept for ten years after the removal of the associate concerned from the list.
TITLE 3 LOSS OF ASSOCIATE STATUS
Article 7 – Associate exit right
Any associate can leave the cooperative society, as long as the dissolution of the said society has not been decided. Any exit must be notified with a maximum of three months’ notice, with effect from June 30 or December 31.
Subject to what is stipulated in the following paragraph, the outgoing associate, in his absence his heirs, is entitled to reimbursement of the share capital he holds. The amount reimbursed corresponds to the coverage of the shares resulting from the balance sheet at the time of the exit, but at most the nominal value thereof. Art. 845 CO is reserved.
When the departure of an associate causes serious damage to the company, the latter is required to pay fair compensation, which will amount to a maximum of the nominal value of the shares he owns in the company.
Article 8 – Death of an associate
In accordance with the provisions of article 847 paragraph 2 CO in the event of the death of a partner, the latter is automatically replaced by his heirs, who become members of the company in place of the deceased partner.
Article 9 – Exclusion of an associate
The exclusion measure intervenes only as an ultima ratio, when any hope of conciliation appears improbable, in particular when the conflict resolution process ends in failure.
Considering this, the exclusion of an associate may occur for the following reasons:
The associate seriously violates these statutes;
The associate harms the interests of the cooperative society;
The associate does not respect the obligations of the company.
In addition, exclusion can always occur for other valid reasons. The administration is responsible for the exclusion process. The associate excluded by decision of the board may appeal to the general meeting, observing a period of ten days.
In the presence of identical circumstances, article 7 paragraph 3 of these statutes may also apply in the event of exclusion.
TITLE 4 RIGHTS AND DUTIES OF ASSOCIATES
Article 11 – Equality between associates
All the associates have, except legal exception, the same rights and obligations.
Article 12 – Participation rights of partners
The associates exercise their right to vote and their right of control in accordance with articles 855 to 857 of the Code of Obligations.
Article 13 – Profits and dividends
The distribution of annual profits and the setting of dividends allocated to shares are subject to the following principles:
5% (one-twentieth) of the net profit is first deducted to be paid into the general reserve until the latter has reached at least 20% (one-fifth) of the share capital;
Then ten percent (10%) of the remaining profit, in favor of institutions and charities, humanitarian, cultural, educational, research and development or intended for the protection of the environment;
And finally, an annual dividend of approximately ten percent (10%) of the nominal value of the shares is taken from the profit remaining for the owners of the shares;
The balance of the profit, after deductions provided for under a, b, c above, is distributed or allocated to special funds.
Article 14 – Right to social assets
The outgoing associate or his heirs is entitled, at the time of his exit, to receive the value of the shares he holds in the cooperative society, calculated on the net assets resulting from the balance sheet on the date of exit, reserves not included, but at most at the par value of the shares.
If the repayment were to jeopardize the existence of the cooperative society or cause it serious damage, it is authorized not to free itself for three years. Article 7 paragraph 3 of these statutes is reserved.
Article 15 – Duty of associates
Partners are required to ensure in good faith the defense of corporate interests. Subject to the obligation to acquire at least one share, the partners are not required to pay any other benefit or any additional payment.
Article 16 – Liability
Only the social fortune responds to the commitments of the company. Any subsidiary liability of the partners, unlimited or limited, is excluded.
TITLE 5 ORGANIZATION OF THE COMPANY – GENERAL MEETING
Article 17 – Powers
The general meeting of shareholders is the supreme body of the company. She has the non-transferable right:
To adopt and modify the statutes;
To appoint and dismiss the administration;
To appoint and dismiss the auditors;
To approve the annual report (and the consolidated accounts);
To discharge the directors;
To take all the decisions reserved to it by law or the statutes.
When the company has more than three hundred (300) associates, the general meeting may vote by correspondence.
Article 18 – Notice
Subject to article 17 paragraph 2 above, the ordinary general meeting takes place each year within six months of the end of the financial year. Extraordinary shareholders’ meetings are convened by the administration and, if necessary, by the auditors or by the judge. The liquidators also have the right to convene it.
Associates representing at least one tenth of the shareholders may also request the convening of a general meeting. If the total number of associates is less than thirty, three of them are sufficient to require the convocation. The latter must be requested in writing, indicating the subjects of discussion and the proposals.
The general meeting is convened at least 20 days before the date of the meeting in writing or by email. If the company has more than thirty associates, the general meeting is convened by public notice. Article 20 of these statutes remains reserved.
Article 19 – Object of the deliberations
The items on the agenda as well as the proposals of the administration, any proposals from the associates or the essential content of the modification of the articles of association are mentioned in the convocation of the general meeting.
No decision can be taken on items that have not been duly placed on the agenda, with the exception of proposals to convene a new general meeting.
It is not necessary to announce in advance the proposals falling within the scope of the items on the agenda or the deliberations which should not be followed by a vote.
Article 20 – Decisions under facilitated conditions
The general meeting can be held without observing the forms provided for its convocation with the agreement of all the associates (universal meeting).
As long as the associates or their representative are present, this meeting has the right to deliberate and validly decide on all matters that fall within the scope of the general meeting.
The decisions of the general meeting can also be taken in writing, unless a discussion is requested by an associate.
Article 21 – Right to vote
Each associate has one vote. A shareholder may be represented by another shareholder at a general meeting. He may also be represented by a member of his family, provided that the latter has the exercise of civil rights.
No member may represent more than one associate.
Associates who have participated in the management of social affairs cannot take part in decisions giving discharge to the administration.
Article 22 – Chairmanship and minutes
The president of the administration directs the general assembly. He appoints the secretary and the scrutineers, who do not necessarily have to be associated.
The minutes mention:
The number and nominal value of the shares represented by the associates;
Election decisions and results;
Requests for information and responses given;
Statements for which the partners request registration;
The minutes are signed by the chairman and the secretary of the meeting.
The administration is required to provide a copy of the minutes to the shareholder who requests it.
Article 23 – Decision
The general meeting makes its decisions and proceeds to the elections by an absolute majority of the votes represented, subject to the contrary provisions of the law and of paragraphs 3 and 4 of this article.
The chairman of the general meeting has the casting vote.
A decision of the general meeting collecting at least two thirds of the votes represented is necessary for:
The dissolution of the cooperative society;
Amendment of the statutes.
A decision of the general meeting collecting at least three quarters of the votes represented is necessary to introduce or aggravate individual liability or the obligation to make additional payments.
Associates who do not adhere to the decisions of the previous paragraph may request their exit from the company within three months of the publication of the said decision. This declaration takes effect as soon as the decision comes into force.
The adoption of statutory provisions which provide, for certain decisions, for a greater majority than that provided for by law can only be made by the required majority.
TITLE 6 ADMINISTRATION
Article 24 – Election and dismissal of directors
The company is managed by at least three directors, the majority of whom are associates. They are elected by the general assembly for one year. Re-election is possible.
Only natural persons can be appointed as directors. Representatives of legal persons or commercial companies may, however, be appointed as directors in their place.
The general meeting may revoke a director it has appointed at any time.
Article 25 – Organization
The general assembly regulates the presidency. For the rest, the directors organize themselves freely.
Article 26 Responsibilities of the administration
The directors are competent for all matters which are not assigned to the general meeting by law or the articles of association. They are authorized to carry out in the name of the company all the acts that the social purpose may imply.
The following tasks fall to them in particular:
Prepare the deliberations of the general meeting and execute its decisions;
Supervise the persons responsible for management and representation, in order to ensure that the company operates in accordance with the law, the articles of association and the regulations, and obtain information on the progress of business.
In addition, the administration is bound by the obligations defined in articles 902 to 905 of the Code of Obligations.
Article 27 – Decision
The administration makes its decisions by majority vote. The chairman has a casting vote.
Article 28 – Representation
The general meeting determines the mode of representation of the directors. At least one director must be qualified to represent the company.
The company must be able to be represented by a person domiciled in Switzerland. A director must meet this requirement. This person must have access to the list of associates according to article 837 CO.
The administration may decide to entrust the representation and management of the company to managers, directors or other authorized representatives and commercial agents.
TITLE 7 AUDITORS
Article 29 – Revision
The general meeting elects an auditor. It may waive the election of an auditor when:
The company is not subject to ordinary supervision;
All the associates agree to it; and
The company’s workforce does not exceed 10 full-time jobs on an annual average.
When the associates have waived the limited control, this waiver is also valid for the following years. An ordinary check may however be required:
By ten percent of the associates;
By the associates representing at least ten percent of the share capital.
In addition, in accordance with article 906 paragraph 1 CO, the rules on public limited companies are applicable.
TITLE 8 ESTABLISHMENT OF ACCOUNTS
Article 30 – Financial year
The accounting year is annual; it ends on December 31 of each year, the first time on December 31, 2022.
Article 31 – Annual accounts
The annual accounts consist of the profit and loss account, the balance sheet and the appendix. They are prepared in accordance with the rules of the Code of Obligations, in particular Articles 957 ss CO, as well as in compliance with the general principles governing the regular preparation of accounts.
TITLE 9 DISSOLUTION AND LIQUIDATION
Article 32
The general meeting can decide to dissolve the company. The liquidation takes place in accordance with articles 742 ss CO in relation to article 913 paragraph 1 CO.
Any surplus resulting from the liquidation is allocated to cooperative purposes similar to those of the company, or to purposes of public utility.
TITLE 10 COMMUNICATIONS AND PUBLICATIONS
Article 33
Communications from the company to the partners take place in writing or by e-mail.
The publication body of the company is the Swiss Official Gazette of Commerce (FOSC)
Signed in Geneva on August 4, 2021 before a notary by the founders.