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STATUTES
of the cooperative Družstvo MĒRIDIEN
pursuant to Section 226 of Act No. 513/1991 Coll., the Commercial Code, as amended
I. Introductory provisions
The founders have hereby decided to establish the cooperative in accordance with the provisions
of Section 221-260 of the Commercial Code.
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Business name, registered office and legal status of the cooperative
- The business name of the cooperative is: Družstvo MĒRIDIEN.
- The cooperative's registered office is: Mikovíniho 19, 917 01 Trnava.
- The cooperative is incorporated on the date of registration in the Commercial Register.
- The cooperative is a community of an unenclosed number of persons established for the purpose
of procuring common things resulting from the ownership of real estate in the cadastral territory
of Závažná Poruba, and for the purpose of business and ensuring the economic, hunting, social and
other needs of its members.
- The cooperative must have at least five members; this does not apply if its members include at
least two legal persons.
- The cooperative acts in legal relations in its own name and bears the liability arising from these
relations. The cooperative shall be liable for the breach of its obligations with all its assets.
The members of the cooperative are not liable for the obligations of the cooperative.
- The cooperative is established for an indefinite period of time.
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III. Subject of activity of the cooperative
The subject of the company's activity is:
- Provision of services in agriculture and horticulture
- Provision of animal care services
- Provision of services in forestry and hunting
- Manufacture of food products
- Implementation of constructions and their changes
- Preparatory work for the implementation of constructions
- Finishing construction works in the implementation of exteriors and interiors
- Brokerage activity in the field of trade, services, production
- Purchase of goods for the purpose of their sale to end consumers (retail) or other trade operators (wholesale)
- Provision of non-motorised transport services
- Moving services
- Warehousing and support activities in transport
- Operation of depositories
- Courier services
- Accommodation services, including the preparation and sale of food, beverages and ready-to-cook meals to guests staying in accommodation facilities with a capacity of up to 10 beds
- Accommodation services without the provision of food and beverages
- Provision of fast food services in conjunction with sale for direct consumption
- Operation of a food dispensary
- Provision of serving services at cultural and other social events
- Publishing activity, printing production and bookbinding work
- Computer and data management services
- Financial leasing
- Provision of credit or loans from financial sources raised exclusively without a public call and without a public offer of assets
- Brokering the provision of credit or loans from financial sources raised exclusively without a public call and without a public offer of assets
- Factoring and forfaiting
- Letting of property associated with the provision of other than basic letting services
- Management and maintenance of housing and non-housing funds in the scope of free trade
- Bookkeeping
- Activities of business, organisational and economic consultants
- Advertising and marketing services, market research and public opinion polling
- Regular playground inspection
- Rental services
- Letting of movables
- Information activity
- Cleaning and janitorial services
- Administrative services
- Public procurement
- Implementation of extracurricular educational activities
- Provision of social services
- Operation of cultural, social and entertainment facilities
- Management of registry records without permanent documentary value
- Operation of sports equipment and equipment used for regeneration and rehabilitation
- Organisation of sporting, cultural and other social events
- Operation of a dry cleaner and laundry
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IV. Establishment and duration of membership in the cooperative
- Natural persons over 18 years of age and legal persons may become members of the cooperative.
- Membership is not conditional on an employment relationship with the cooperative.
- After fulfilling the conditions arising from the law and these Statutes, membership in the cooperative is created:
- at the establishment of the cooperative on the date of incorporation of the cooperative;
- throughout the duration of the cooperative, by acceptance as a member on the basis of a written membership application;
- by transfer of membership;
- • in any other manner provided by law.
- The Board of Directors of the cooperative decides on the acceptance of members to the cooperative.
There is no legal entitlement to become a member of the cooperative. The cooperative is not obliged
to accept an applicant for membership as a member of the cooperative; it may refuse a membership
application without giving any reason.
- Membership is conditional upon payment of the membership deposit.
- The cooperative shall keep a list of all its members. In addition to the name and registered office
of the legal person or the name and residence of the natural person, the amount of his/her membership
deposit and the paid up amount shall also be entered in the list. Any changes to the recorded facts
shall be entered in the list without undue delay. A member of the cooperative has the right to consult
the list, and the cooperative is obliged to issue a certificate of membership and of the content
of his/her entry in the list upon the request of the member.
- The duration of the cooperative shall not be affected by the accession of additional members or
the cessation of membership of existing members, if the cooperative meets the conditions under ň
Article II(5) of the Statutes.
V. Rights and obligations of the member to the cooperative, membership benefits, and obligations of the cooperative to the members
- A member of the cooperative has obligations to the cooperative under the law and these Statutes:
- a) to pay up:
- the membership deposit,
- an additional membership deposit, or an additional interest in the cooperative's
business, if he/she has committed to do so.
- b) to comply with the Statutes, internal standards and to fulfil the decisions of the cooperative's bodies;
- c) to consolidate and develop the cooperative economy, protect and improve the cooperative's property;
- d) in the event of withdrawal from the cooperative, to bear all costs related to the costs
of the cooperative associated with the withdrawal.
- Pursuant to the law and these Statutes, a member of a cooperative has the right to:
- a) participate in the management and monitoring of the cooperative's activities pursuant to the Statutes;
- b) share in the profits of the cooperative within the meaning of the Statutes;
- c) vote and be elected to the cooperative's bodies;
- d) a compensatory share upon cessation of membership throughout the duration of the cooperative;
- e) a share in the liquidation balance on the dissolution of the cooperative by liquidation;
- f) obtain information on the cooperative's management, intra-cooperative life, the activities of the cooperative's bodies and the cooperative's external relations, and to consult the list of cooperative members;
- g) inspect the accounts and other documents of the cooperative concerning the regulation of the relations between the member and the cooperative;
- h) participate in the benefits that the cooperative provides to its members pursuant to the Statutes and generally binding legal regulations;
- i) attend meetings of the cooperative's bodies, to make proposals and request explanations on matters concerning his/her person, and to request an extract from resolutions or measures of the cooperative's bodies.
- A member may transfer membership rights and obligations to another member of the cooperative or
another person by written agreement. The agreement on the transfer of membership rights and obligations
is subject to the approval of the Board of Directors, which may not reject it without valid reasons.
The signatures of the transferor and the transferee must be officially certified. Upon approval
of the agreement on the transfer of membership rights and obligations, the transferee of the membership
rights and obligations becomes a member of the cooperative and acquires all the rights and obligations
of the previous member, to the extent specified in the agreement on the transfer of membership rights
and obligations. Membership rights and obligations are indivisible. A member may appeal to the Members' Meeting
against a rejection of the transfer by the Board of Directors within 30 days from the date of rejection.
- A member of the cooperative who pays the entry deposit is entitled to the benefit of one free en
try for 1 person to the MĒRIDIEN Fun Park. A member of the cooperative who pays the entry deposit
shall receive a voucher worth EUR 28, which can be used once at the MĒRIDIEN Fun Park.
- The cooperative is obliged to keep a list of all its members and to draw up financial statements.
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VI. Cessation of membership in the cooperative
- Membership in the cooperative shall cease upon:
- a) written agreement;
- b) withdrawal;
- c) expulsion;
- d) transfer of membership;
- e) dissolution of the cooperative;
- f) declaration of bankruptcy on the member's assets or dismissal of the petition for bankruptcy for lack of assets of the member;
- g) death of the natural person.
- The agreement on the cessation of membership shall be approved by the Board of Directors of the cooperative.
- Withdrawal shall terminate the membership pursuant to the member's written notice of withdrawal,
upon the expiry of 3 months from the day following the date on which the written notice of withdrawal
was delivered to the Board of Directors of the cooperative.
- A member may be expelled if he/she repeatedly and despite a warning violates membership obligations.
A natural person may be expelled if he/she has been finally convicted of an intentional crime committed
against the cooperative or a member of the cooperative. The Board of Directors shall decide on the expulsion.
The member has the right to appeal to the Members' Meeting against the expulsion decision.
- Membership of a natural person shall cease upon death. The heir of a testator whose membership has ceased
upon death may apply for membership in the cooperative by written application within three months from
the date of the final decision on the succession of the testator. Acceptance of a member shall be decided
by the Board of Directors. The heir becomes a member with a membership deposit equal to that of the testator.
If the heir does not apply for membership or if he/she is not accepted as a member, he/she shall be paid
the compensatory share of the member whose membership has ceased.
- Membership of a legal person in the cooperative shall cease upon its entry into liquidation or bankruptcy,
or upon its dissolution. If a legal person has a successor, the successor shall enter into all of its membership
rights and obligations.
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VII. Membership share, membership deposits and share capital of the cooperative
- The membership share represents the member's interest level in the cooperative. Its amount is
determined according to the ratio of the membership deposit to the cooperative's share capital.
Each member may have only one membership share in the cooperative.
- The membership deposit is the sum of money and other monetarily valuable assets that a member
of the cooperative has undertaken to contribute to the cooperative, and it represents the member's share
in the results of the cooperative's business.
- The amount of the membership deposit of each founding member of the cooperative is the same, expressed as a positive integer:
- MAEDO, s.r.o., company ID: 54 753 341, registered office: Zámocká 3, 811 01 Bratislava, Slovakia
membership deposit: 625,-EUR (six hundred and twenty-five euros)
- MAEDO Group, s.r.o., company ID: 54 753 643, registered office: Zámocká 3, 811 01 Bratislava, Slovakia
membership deposit: 625,-EUR (six hundred and twenty-five euros)
- Each founding member of the cooperative is obliged to pay its membership deposit in full, not later
than 15 days from the date of establishment of the cooperative (i.e. the date of the constitutive
meeting of the cooperative) in cash to the hands of the appointed deposit administrator:
Marián LAJCHA, date of birth: 25 January 1984, birth number: 8401256380, residence: Radlinského 1088/25, 901 01 Malacky.
- The total sum of the nominal values of the membership deposits of the founding members
to the cooperative's share capital must be equal to the value of the cooperative's registered share capital.
- The amount of the membership deposit of each member who joins the cooperative throughout the duration
of the cooperative is expressed as a positive number in the amount of EUR 55. The person interested
in membership in the cooperative is obliged, after submitting the written application,
to pay the basic membership deposit (entry deposit) within 15 days after acceptance of the
application in cash or by transfer to the cooperative's account.
- The members of the cooperative may commit to an additional membership deposit and to a further
interest in the cooperative's business. The instrument committing the member to a further membership
deposit and to a further interest in the cooperative's business shall contain the amount, manner and
payment period commencing on the date of acceptance of the commitment.
- The cooperative's share capital consists of the aggregate of membership deposits.
- The cooperative's share capital registered in the Commercial Register is EUR 1,250
(one thousand two hundred and fifty euros) (hereinafter only referred to as the "Registered Share Capital").
- The Registered Share Capital shall be paid up in its entirety on the date of incorporation of the cooperative.
- The Registered Share Capital of the cooperative is formed by the membership deposits of the founding members of the cooperative.
- The relevant provisions of the Commercial Code shall apply to the increase or decrease of the Registered
Share Capital and to the new deposits of new members of the cooperative.
- The total number of shares in the cooperative is 1,600,000.
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VIII. Profit distribution
- The profit to be distributed to the members shall be decided by the Members' Meeting twice a year
when the auditor-approved extraordinary financial statements are discussed. The profit is redistributed
after the end of the summer season on 30 September of the calendar year and after the end of the winter
season on 30 April of the calendar year. The profits are redistributed to the members of the cooperative
on the basis of the auditor-approved extraordinary financial statements at the end of the summer and winter seasons.
Not more than 65 per cent of the profits of the cooperative shall be distributed to the members of the cooperative
pursuant to the approved extraordinary financial statements after the end of the summer and winter seasons.
- A member's share in the profits to be distributed to the members shall be determined by the ratio
of the amount of his/her paid up deposit to the paid up deposits of all members. For members whose
membership in the reference year lasted only part of the year, this share shall be reduced proportionally.
- The profits of the cooperative shall be used in the following order:
- a) to meet tax obligations and other legal payments;
- b) to replenish the undistributable fund up to the amount specified in the relevant Article;
- c) to settle outstanding losses of previous periods;
- d) for other purposes determined by the Members' Meeting;
- e) for the distribution of profits among the members of the cooperative.
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IX. Undistributable fund
- The cooperative establishes an undistributable fund at its incorporation in the amount of 10 percent
of the share capital. The cooperative is obliged to replenish the undistributable fund by at least 10 percent
of the annual net profit until the amount of the undistributable fund reaches an amount equal
to half of the share capital of the cooperative.
- The undistributable fund may not be used throughout the duration of the cooperative for distribution
to the members. The undistributable fund may be used to the extent that it is compulsorily created
for under the Commercial Code, i.e. to overcome adverse economic developments or to cover losses of the cooperative.
- The Board of Directors shall decide on the use of the undistributable fund.
- The cooperative may, by decision of the Members' Meeting, establish other security support funds.
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X. Settlement of membership shares upon cessation of membership in the cooperative
- Upon cessation of membership throughout the duration of the cooperative, the existing member is entitled to a compensatory share.
- The compensatory share shall be determined by the ratio of the paid up membership deposit
of the existing member multiplied by the number of completed years of his/her membership
to the aggregate of the paid up membership deposits of all members multiplied by the completed years of their membership.
- For the determination of the compensatory share, the net assets of the cooperative according
to the regular individual financial statements for the accounting period preceding the accounting period
in which the membership ceased shall be decisive. In determining the amount of the compensatory share,
no account shall be taken of the capital held in the undistributable fund and other security funds
established pursuant to Article X(4) of these Statutes. Deposits of members with less than one year's membership
before the date to which the annual accounts are drawn up shall also be disregarded.
- The right to payment of the compensatory share shall be exercisable on the expiry of three months
from the approval of the regular individual financial statements for the accounting period preceding
the accounting period in which the participation of the cooperative member in the cooperative ceased,
or, if such regular financial statements have not been approved, on the expiry of three months
from the date on which they should have been approved. Entitlement to a share in the profits arises
only for the duration of the membership.
- The compensatory share shall be paid in money.
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XI. Bodies of the cooperative
- The bodies of the cooperative are:
- a) the Members' Meeting;
- b) the Board of Directors;
- c) the Audit Committee.
- The term of office of the members of the Board of Directors and the Audit Committee shall be indefinite.
The initial members of the Board of Directors and the Audit Committee elected during the constitutive
meeting of the cooperative shall be unremovable.
- The functions of a member of the Board of Directors and the Audit Committee are mutually incompatible.
- Members of the Board of Directors and the Audit Committee of the cooperative may not be entrepreneurs
or members of statutory and supervisory bodies of the cooperative with a similar subject of activity.
- A member of the cooperative who is elected to his/her office may resign from it, but must notify
the body of which he/she is a member. The resignation shall be discussed by the body that elected
the member at its next meeting, after it has become aware of the resignation, but at the latest
within three months of notification. Upon the expiry of this period, the resignation shall be
deemed to have been negotiated.
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XII. Members' Meeting
- The supreme body of the cooperative is the Members' Meeting, at which the members exercise their
right to decide on the affairs of the cooperative.
- The Members' Meeting shall be convened at least twice a calendar year, during which, inter alia,
the extraordinary financial statements shall be approved and on the basis of which the profit shall
be redistributed after the summer and winter seasons in accordance with Article VIII(1) of these Statutes.
A Members' Meeting must be convened if at least one third of all members of the cooperative or
the Audit Committee so request in writing.
- The Members' Meeting shall be convened by the Board of Directors of the cooperative by written
invitation, which must state the proposed agenda, at least 14 days before the date of the Members' Meeting.
- If the Board of Directors does not convene the Members' Meeting within 7 days of the date of receipt
of the request under paragraph 2 of this Article, the Audit Committee shall convene the Members' Meeting.
- The competence of the Members' Meeting includes:
- amendment of the Statutes;
- election of members of the Board of Directors and the Audit Committee in the event of the
termination of their functions within the meaning of the Statutes;
- approval of the ordinary individual financial statement and the extraordinary individual financial statement;
- decision on the distribution and use of profits or the method of settlement of losses;
- decision on the increase or decrease of the Registered Share Capital;
- decision on fundamental issues of the cooperative's development concept;
- decision on the merger, consolidation, division and other dissolution of the cooperative or change of legal form.
- If a quorum is not present at a Members' Meeting, the Board of Directors shall call and hold an alternative
meeting within three weeks of the date on which the Members' Meeting originally called was to be held.
The substitute Members' Meeting must have an unchanged meeting agenda and is able to pass resolutions
regardless of the number of members present.
- Unless the agenda of the Members' Meeting is to decide on the dissolution of the cooperative or
a change in the legal form of the cooperative, the Board of Directors may determine that the Members' Meeting
shall be held in the form of partial meetings. In this case, the votes cast at all partial Members' Meetings
shall be counted for the purposes of decision-making.
- A member of the cooperative may authorise in writing another member to represent him/her at the Members' Meeting.
Such a power of attorney must state that the represented member has been informed of the agenda
of the negotiations as set out in the invitation, and that the authorised member may exercise the voting
rights of the represented member by proxy only on matters which were to be the subject of the Members' Meeting
of the cooperative as specified in the sent invitation. The power of attorney must bear the officially
certified signature of the principal.
- When voting, each member of the cooperative has one vote.
- The minutes of each Members' Meeting shall be drawn up in accordance with the provisions of Section 241 of the Commercial Code, and shall include:
- the date and place of the meeting;
- the resolutions adopted;
- the voting results;
- the rejected objections of the members who had requested that they be entered on the record.
The annex(es) to the minutes consists of the list of meeting participants, the invitation to it,
and the documents that were submitted for the discussed items. Every member has the right to request
the minutes and its annexes for inspection. The minutes of the Members' Meeting shall be signed by the person
who chaired the Members' Meeting and the recorder.
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XIII. Board of Directors
- The Board of Directors manages the activities of the cooperative, acts on its behalf, and decides
on all its matters that the law or these Statutes have not reserved to another body of the cooperative.
- The Board of Directors is the statutory body of the cooperative.
The Board of Directors has two members: the Chairperson and the Vice-Chairperson.
- All members of the Board of Directors are required to perform this function with professional care
and in accordance with the interests of the cooperative and all its members. In particular, they are obliged
to obtain and take into account in their decision-making all available information relating to the subject
matter of the decision, to maintain confidentiality of confidential information and facts the disclosure
of which to third parties could cause damage to the cooperative or jeopardise its interests or the interests
of its members, and in exercising their powers they must not favour their own interests, the interests
of certain members, or the interests of third parties over the interests of the cooperative.
- Members of the Board of Directors who have breached their duties in the performance of their duties
shall be jointly and equally liable for the damage they have caused to the cooperative. A member
of the Board of Directors shall not be liable for damage if he/she proves that he/she has acted with professional care
and in good faith in the performance of his/her duties in the interest of the cooperative and all its members.
Members of the Board of Directors shall not be liable for damage caused to the cooperative by an act by which
they implemented a resolution of the Members' Meeting; this does not apply if the resolution of the Members' Meeting
is in violation of applicable legal regulations or the Statutes of the cooperative, or in case of an obligation
to file a petition for bankruptcy. Members of the Board of Directors are not absolved of responsibility by the fact
that their actions have been approved by the Audit Committee.
- The Board of Directors shall, in particular:
- comply with the resolutions of the Member's Meeting and shall be accountable to it for its activities;
- ensure proper bookkeeping of the cooperative;
- conclude contracts on behalf of the cooperative;
- submit to the Members' Meeting for approval the ordinary and extraordinary financial statements and the report
on the activities of the cooperative;
- ensure the preparation and filing of the financial statements in the register of financial statements, or other documents,
if such an obligation arises for the cooperative;
- convene the Members' Meeting in cases provided by law and these Statutes and organise its course;
- decide on the expulsion of a member of the cooperative;
- ensure that a list of members of the cooperative is maintained and that changes to the entry in that list are made promptly
after such a change has been demonstrated to it;
- immediately inform the Member's Meeting of all facts that may significantly affect the development of the cooperative's activities and objectives.
- The Chairperson of the Board of Directors acts externally for the Board of Directors,
and in his/her absence the Vice-Chairperson of the Board of Directors.
Legal acts performed by the Board of Directors and where a written form is prescribed
shall be signed simultaneously by the Chairperson of the Board of Directors and
the Vice-Chairperson of the Board of Directors.
- The Board of Directors shall meet as required, as a rule once a month. It must meet within 10 days
of receipt of a motion from the Audit Committee, if the deficiencies have not been remedied at the request of the Audit Committee.
- The meeting of the Board of Directors shall be convened and chaired by the Chairperson of the Board of Directors.
If necessary, it may also be convened and chaired by the Vice-Chairperson of the Board of Directors.
The Chairperson of the Board of Directors is obliged to notify the members of the Board of Directors of the date,
place and agenda of the meeting of the Board of Directors at least 10 days before the date of the meeting
of the Board of Directors by written invitation.
- The Board of Directors is quorate if an absolute majority of the members of the Board of Directors
is present at the Board of Directors' meeting.
- A decision falling within the competence of the Board of Directors requires the approval of an absolute majority
of all members of the Board of Directors. Each member of the Board of Directors shall have one vote.
- Minutes shall be taken of the Board of Directors' negotiations and shall contain all material facts
of the negotiations, including the results of the vote and the exact wording of all decisions.
The attendance list of the members of the Board of Directors present at the negotiations is annexed
to the minutes of the Board of Directors' negotiations.
- Each member of the Board of Directors of the cooperative shall have one vote in negotiations and voting.
- The office of a member of the Board of Directors shall cease upon:
- resignation;
- death of a member of the Board of Directors.
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XIV. Audit Committee
- The Audit Committee is an independent monitoring body of the cooperative, accountable only to the Members' Meeting.
It shall be empowered to monitor all activities of the cooperative and to hear complaints of its members.
- The Audit Committee shall be composed of three members, one of whom shall be the Chairperson of the Audit Committee.
- Each member of the Audit Committee shall have one vote in negotiations and voting.
- The Audit Committee is entitled to monitor all activities of the cooperative, in particular:
- compliance with the Statutes of the cooperative;
- implementation of the cooperative's resolutions;
- creation and use of cooperative's funds;
- discuss and investigate complaints from members and employees of the cooperative;
- comment on the annual accounts, the annual report and proposals for the use of profits
or for the settlement of the cooperative's losses;
- request any information from the Board of Directors on the management of the cooperative;
- inform the cooperative's Board of Directors of the deficiencies found and require it to take corrective action;
- inform the Members' Meeting without delay of all facts that may significantly affect the development
of the cooperative's activities and objectives.
- Meetings of the Audit Committee shall be convened and chaired by the Chairperson of the Audit Committee.
It may also be convened and chaired by any other member if necessary. The date, place and agenda
of the Audit Committee meeting shall be communicated by the Chairperson of the Audit Committee
to the members of the Audit Committee at least 21 days prior to the date of the Audit Committee
meeting by written invitation.
- The Audit Committee shall meet as necessary, but at least once every 3 months.
- The Audit Committee is quorate if an absolute majority of the members of the Audit Committee
is present at the Audit Committee meeting.
- Each member of the Audit Committee shall have one vote. The adoption of a decision falling
within the competence of the Audit Committee shall require the approval of an absolute majority
of all the members of the Audit Committee.
- The Audit Committee may delegate individual acts to one or more members, who are entitled
to request information on the matter within the scope of the Audit Committee's powers.
- The duties of the members of the Audit Committee and their liability shall be governed mutatis mutandis
by the provisions of Article XIII(3) and (4) of these Statutes.
- The office of a member of the Audit Committee shall cease upon:
- death of the member of the Audit Committee;
- resignation.
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XV. Common provisions on membership of cooperative bodies
- A member of a cooperative may be a member of only one cooperative body.
- A member of the cooperative who is a member of one of the bodies may resign, but must notify
the body of which he/she is a member. The relevant body must discuss the resignation at its
next meeting after becoming aware of the resignation.
- After the resignation of a member from the cooperative body, the body shall appoint another
member until the election of a regular member, i.e. until the next Members' Meeting.
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XVI. Annual accounts and annual management report
- The cooperative is obliged to draw up financial statements for each year, which shall be presented
to the members of the cooperative by the Board of Directors. The financial statements must be approved by an auditor.
- Together with the annual accounts, the Board of Directors shall also propose the method of distribution
and use of profits and, where appropriate, the method of settlement of losses.
- The members of the cooperative may request the annual accounts and the proposal for the distribution
of profits and losses for inspection.
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XVII. Dissolution and liquidation of the cooperative
- The cooperative terminates by deletion from the Commercial Register.
- The cooperative shall be dissolved:
- by resolution of the Members' Meeting, in case of dissolution of the cooperative with liquidation,
or dissolution of the cooperative without liquidation with a legal successor;
- upon termination of insolvency proceedings on the grounds of lack of assets or the termination
of the insolvency proceedings, except for the annulment of the insolvency proceedings on the grounds
that the preconditions for insolvency do not exist;
- by a court decision;
- upon expiry of the period for which the cooperative was established.
- The decision of the Members' Meeting on dissolution shall be certified by notarial deed.
- The procedure for the merger, consolidation and division of the cooperative and its liquidation
shall be governed by the relevant provisions of the Commercial Code.
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XVIII. Final provisions
- These Statutes are the foundational document of Družstvo MĒRIDIEN embodying the will of the members of the cooperative.
- In the event that any provisions of the Statutes, whether in respect of the applicable legal order
or changes thereto, become invalid, ineffective, unenforceable (obsolete) or disputed, or certain provisions
are missing, the other provisions of the Statutes shall remain unaffected. In place of this provision,
the provisions of the relevant generally binding regulation that is closest in nature and purpose
to the intended purpose of the Statutes, or the method of resolution that is customary in commercial relations, shall prevail.
- Unless otherwise stated in these Statutes, relations arising from these Statutes shall be governed
by the provisions of the Commercial Code of the Slovak Republic and other generally binding legal
regulations of the Slovak Republic. In the event that any provision of these Statutes becomes
invalid as a result of an amendment in legal regulations, the wording of that provision shall be replaced
by the provision of the amended legal regulation.
- The processing of personal data is governed by Regulation (EU) 2016/679 of the European Parliament
and of the Council on the protection of natural persons with regard to the processing of personal data and
on the free movement of such data (hereinafter only referred to as the "GDPR") and Act No. 18/2018 Coll.
on the Protection of Personal Data and on Amendments and Additions to Certain Acts (hereinafter only
referred to as the "Personal Data Protection Act"). Družstvo MĒRIDIEN is the controller for the processing
of personal data provided in connection with membership in the cooperative. The recipients of personal data are,
in addition to the members of the cooperative and the cooperative's bodies, the cooperative's business partners
(real estate agency, real estate broker/real estate consultant, lawyer), appraiser, mortgage specialist, bank,
cadastral department, management company, notary, as well as commercial companies in which members
of the cooperative's bodies have a shareholding or perform the function of a statutory body of such a commercial company.
The cooperative member hereby represents that Družstvo MĒRIDIEN has explained to him/her their rights as a data subject,
informed him/her about the implementation of security measures as a controller, and about the information referred to
in Articles 12 to 23 of the GDPR, including the right to lodge a complaint with a supervisory authority. The members
of the cooperative confirm that they have jointly understood the scope of the processing of individual personal data,
the purposes of the processing of personal data, and have unambiguously agreed that the personal data referred to
in these Statutes are processed by the controller for the purpose stated in these Statutes, which is the legal basis
for the processing of the personal data of the member of the cooperative as a legitimate interest of the controller
within the meaning of Article 6(1)(f) of the GDPR. The period of retention of the personal data shall continue unless
the interests and rights of the data subject override the interests of the controller. The data subject shall have
the possibility to contest the legitimate interest with the controller at any time.