Government Decree No. 21 / 1949 Coll.
Regulations establishing the Statutes of the Grand Undertaking
Valid
Effective from 01.01.1949
Contents
Část I.
Oddíl I.
§ 1.
§ 2.
Oddíl II.
§ 3.
§ 4.
§ 5.
§ 6.
§ 7.
§ 8.
§ 9.
§ 10.
§ 11.
Část II.
Oddíl I.
§ 12.
§ 13.
§ 14.
§ 15.
§ 16.
§ 17.
§ 18.
§ 19.
§ 20.
§ 21.
§ 22.
§ 23.
§ 24.
§ 25.
Oddíl II.
§ 26.
§ 27.
§ 28.
§ 29.
§ 30.
§ 31.
§ 32.
Část III.
Oddíl I.
§ 33.
§ 34.
Oddíl II.
§ 35.
§ 36.
§ 37.
§ 38.
§ 39.
Oddíl III.
§ 40.
Oddíl IV.
§ 41.
§ 42.
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21.
Government Regulation
of 25 January 1949
to issue the statutes of the Grand Undertaking.
The Government of the Czechoslovak Republic hereby orders pursuant to § 9, paragraph 1 of the Act of 2 December 1948, No 279 Coll., on Velkodziboční společnost v rozhodýchodých ("the Act '):
Legal circumstances of the Grand Undertaking.
Basic provisions.
(1) The company of the Grand Undertaking reads:
"A grand enterprise, a limited-liability community."
(2) Prague is the seat of the Velkodzibuční podnik; A wholesale undertaking may set up the necessary number of split plants.
(3) In the course of trade, the Grand Undertaking may use the designation "VDP '.
It shall be the responsibility of the Grand Undertaking:
(a) the exclusive right to purchase and engage in wholesale activities for the internal market of foodstuffs and beverages and other edible foods from industrial and craft producers and importers;
(b) to buy and sell in large quantities on the internal market goods which are normally sold in mixed goods shops;
(c) to operate, within the scope laid down by the Ministry of Internal Trade in an agreement with the Ministry of Nutrition, a complementary production activity normally carried out by distribution undertakings (such as processing, treatment, bottling, packaging, etc.);
(d) carry out production and distribution activities to the extent resulting from Paragraph 11 (1) of the Act;
(e) to supervise by its own review bodies the maintenance of the provisions of the law, the statutes and other regulations issued pursuant to it and the execution of the orders of the Ministry of Internal Trade.
Membership.
Cooperatives, national undertakings, municipal undertakings and other legal entities whose activities fall within the competence of the Grand Undertaking may become members of the Grand Undertaking.
(1) Persons who are members of the services referred to in § 11 (1) of the Act shall, if the conditions set out in § 3 are met, acquire membership without a membership application on the date on which the competent department enters the Velkodzibuční podniku. The Board of Directors shall, no later than three months after the entry into force of this Agreement, identify and inform the persons who have become members of the Grand Trade Company.
(2) Persons who are not members of the services referred to in § 11 (1) of the Act may apply for membership by written application if the conditions set out in § 3 are fulfilled. The decision on the application shall be taken by the Board of Directors. If the Board does not comply with the application, it shall report to the Ministry of Internal Trade. As soon as the Ministry of Internal Trade has notified the Board of Directors in writing that it agrees with its decision, the Board of Directors shall inform the applicant of the refusal.
Members of the Grand Undertaking shall:
(a) subscribe and pay at least one racing share (§ 7 (1)). Economic and profitable communities (cooperatives) are obliged to sign and pay for each and every 50 of their members a racing share,
(b) pay a registration fee equal to one tenth of the value of the shares subscribed in accordance with point (a);
(c) to fulfil the membership obligations arising from and under the Statutes;
(d) to support the Grand Undertaking in the performance of its tasks (§ 2).
Members of the Grand Undertaking shall be entitled:
(a) participate in and exercise membership rights with their representatives of the general meetings;
(b) use joint facilities designed to promote the economic activity of members in the manner laid down by the rules of organisation.
(1) The racing share is Kčs 1,000 and is indivisible.
(2) For members who have acquired membership under Paragraph 4 (1), the obligation referred to in Section 5 (a) shall be deemed to have been fulfilled by the date of final determination of the amount of claims arising from them under Section 10 (2), first sentence, of the Act.
(3) Persons referred to in Paragraph 4 (2) are required to pay an amount corresponding to the racing shares they intend to subscribe to, together with the membership application.
(4) If there is an obligation to subscribe to and pay up additional membership shares pursuant to § 5 (a) after the date on which membership was acquired pursuant to § 4 (1) or after the date on which the membership application was submitted, the member shall pay up the relevant amount within 30 days of the date on which his or her obligation was incurred.
(5) If a member intends to sign more than the number of racing shares than he is required to sign in accordance with Section 5 (a), he shall apply in writing for the approval of the Board of Directors. If the Board of Directors conforms, the Member shall pay the amount corresponding to the additional shares subscribed within 30 days of the date on which the Board's decision was notified.
(1) Membership ceases to exist
(a) termination of membership (termination of all the racing shares),
(b) the transfer of all racing shares to another member;
(c) exclusion;
(d) the disappearance of a member.
(2) A member may terminate his or her racing share in writing, at least 3 months before the end of the financial year. Membership shall cease at the end of the financial year.
(3) The transfer of racing shares from a member to a member is possible only with the permission of the Board of Directors and takes place on the date indicated in that authorisation.
(1) The reason for the exclusion of members is:
(a) failure to fulfil obligations imposed by the Statutes;
(b) the pursuit of an activity which is detrimental to the Grand Undertaking;
(c) non-payment of the racing shares within the prescribed period (§ 7);
(d) loss of the right to dispose of the property;
(e) the loss of membership conditions.
(2) Exclusion is done by a decision of the Board of Directors. Where one of the grounds for exclusion referred to in paragraphs 1 (a) to (c) is given, the Board shall, before the decision to exclude a member, give the member a warning and give him a reasonable period of time to remedy the defect. If correction is made, exclusion shall be waived.
(3) Before the exclusion decision referred to in paragraph 1, point (c), the Board of Directors shall seek an instruction from the Ministry of Internal Trade and shall take a decision on the matter only after it has received the order.
(4) The Board of Directors shall inform the member in writing of the exclusion, giving reasons. Except in the case referred to in paragraph 1, point (e), the person excluded shall have the right to lodge an appeal within one month of the receipt of such notification, which shall be decided by the nearest ordinary general meeting.
(1) The bulk undertaking shall pay the person whose membership has ceased to exist an amount equal to the value of its holding recorded in the last financial statements, if the amount is reduced in accordance with the other provisions (share claim), unless the share is transferred to another member. The former member has no other claims against the Grand Undertaking on account of his membership.
(2) If the financial statements of the financial year in which membership has ceased to exist show a loss that is not covered by the reserve fund, the share claim shall be reduced by the proportion of the share of the race. The outstanding liabilities of the member shall be settled on the share claim paid.
(3) The holding claim is due at the end of the financial year following that in which the membership ceased. The share claim shall not be interest.
(4) Shares receivable not collected within three years after the due date shall be held by the reserve fund.
(5) The provisions of paragraphs 1 to 4 apply mutatis mutandis to the denunciation of individual racing shares.
The Grand Undertaking shall keep a register of the members in which all its members, their registered offices, the date on which membership is acquired, the number of shares in the race and, where appropriate, the termination of the participation or membership.
Authorities of the Grand Undertaking.
The headquarters of the Grand Trade Company.
The management of the Grand Undertaking shall be carried out by:
(a) headquarters located in Prague; and
(b) a regional authority established in Bratislava.
The administrative bodies of the headquarters of the Velkodzibuční podnik are the Chairman and two Vice-Presidents, the Board of Directors, the Supervisory Board and the General Assembly.
Chairman.
(1) The President and two Vice-Presidents are appointed and dismissed by the Government on a joint proposal by the Ministers for Internal Trade and Nutrition. The statement by which the President (Vice-President) renounces his post is taken to the knowledge of the Government, thereby disclosing the function.
(2) The President shall represent the Grand Undertaking on the outside and manage its affairs in so far as the activities covered by these Statutes fall within the competence of other bodies. Where there is a danger of delay, the President may take urgent action in matters falling within the scope of the other bodies of the Grand Prix undertaking under these Statutes; However, it shall immediately inform the competent authority thereof. The Chairman shall convene and manage meetings of the Board of Directors and the General Meeting.
(3) The Vice-Presidents shall represent the President in the order laid down in their appointment; If the President is Czech, he is the first Vice-President of Slovakia and vice versa.
(4) The President and the Vice-Presidents will make a promise to the Minister for Internal Trade to perform their duties properly. The President and Vice-Presidents shall be responsible for the performance of their duties for a salary to be determined by the Government on a proposal from the Minister for Internal Trade.
(5) On behalf of the Grand Trade Company, the President shall sign by adding his own signature to his company.
Board of Directors.
(1) The Board has thirty members, including the President and two Vice-Presidents, of which nine from Slovakia. Thirteen members are appointed and withdrawn by the Government on a proposal from the Minister for Internal Trade, made in agreement with the Minister for Food and after hearing the Single Trade Organisation. Fourteen members shall be elected by the General Meeting from among themselves. Until the election of the first members of the Board of Directors is carried out by the General Meeting, the Government shall appoint and dismiss those members on a proposal from the Central Board of Cooperatives. Within six months of the establishment of the Grand Undertaking, the President shall convene the first general meeting to choose 14 members of the Board of Directors. On the day following the election, the elected members of the Board of Directors shall take the place of members appointed by the Government in accordance with the provisions of the fourth sentence.
(2) Only a self-righteous Czechoslovak citizen may be a member of the Board of Directors, who has a proper residence on the territory of the Republic and is statetically reliable and well-preserved. A member of the Board may not be elected or appointed
(a) who has lost the right to dispose of his or her own assets, or at whose request a settlement procedure is conducted, unless it has been declared terminated;
(b) who has been lawfully convicted by a judgment declaring a loss of voting rights;
(c) a member of the plant council of the employees of the Velkodzibuční podnik,
(d) a member of the Supervisory Board of the Grand Undertaking.
(3) The term of office of the members of the Board shall be one year.
(4) The Board of Directors shall be qualified to act if at least half of its members are present alongside the President or one of the Vice-Presidents. The proposal is valid if the majority of the President who has voted for it has spoken for it or if the President votes for it for the last time.
(5) With the exception of the President and the two Vice-Presidents, each member of the Board shall have an alternate named or elected in the same manner as the member. The provisions of paragraphs 1 to 4 shall apply mutatis mutandis to alternates. If a member of the Board of Directors is unable to perform his duties, he shall be represented by the alternate set up for him.
(6) The President may suspend the execution of the Board of Directors' resolutions if he has reason to believe that the interests of the Grand Undertaking are at risk. In that case, it shall, within five days, communicate the content of the order whose enforcement has been suspended to the Ministry of Internal Trade which shall decide the case.
(1) It is for the Board of Directors to act and give a ruling:
(a) the admission and exclusion of members of the Grand Prix Company and the subscription and transfer of their competitive shares;
(b) appointing officials of the Grand Prix and personal matters thereof,
(c) the issue of the Staff Regulations for employees of the Velkodzibuční společnost pursuant to Paragraph 13 (2) of the Act and the General Directives for the Management of Other Personal Matters;
(d) the award and withdrawal of a procure and of commercial powers to employees;
(e) proposals to the Ministry of Internal Trade for the approval of the acquisition, disposal or encumbrance of real estate worth more than 5 million CZK;
(f) the investment programme and the remuneration of the company;
(g) the setting-up and organisation of its own facilities through which the Grand Undertaking operates (Section 3 of the Act.),
(h) on the rules of organisation and guidelines for the activities of the Welfare enterprise in the field of organisational, commercial and financial organisation and research;
(i) on essential directives for the activities of the regional authority;
(j) the report of the President on the activities of the Grand Undertaking;
(k) on the overall economic and financial plan of the Grand Undertaking;
(l) on directives for the single management of the Grand Prix and for the direction of the business of its member undertakings;
(m) proposals for the general meeting;
(n) the results of the farm inspection or inspection carried out by the Supreme Audit Office or the Ministry of Internal Trade;
(o) on the approval of the legal proceedings of the Grand Undertaking with the Chairman, Vice-President, members of the Board of Directors or the Supervisory Board, a procuring officer or a commercial agent.
(2) Each member of the Board of Directors shall be obliged to carry out his duties with due care to the proper manager. The Chairman shall report on the activities of the Board of Directors to the General Assembly.
(3) The members of the Board of Directors are entitled to reimbursement of any necessary or effective expenditure incurred in connection with the performance of their duties.
(4) Members of the Board of Directors may not be members of the Supervisory Board at the same time.
(5) The members of the Board are released from the responsibility of the Minister for Internal Trade.
(6) The responsibilities and rights of the members of the Board of Directors shall be specified in the rules of organisation.
(7) The provisions of the preceding paragraphs also apply to alternates.
(1) The meetings of the Board of Directors shall be held as necessary, as a rule every two months. The President shall also be required to convene a meeting if at least ten members of the Board of Directors or the Supervisory Board so request or at least ten members of any of these bodies, or if the Board of Directors or the Supervisory Board so requests, or if the Ministry of Internal Trade so requests.
(2) The minutes of the Board's deliberations shall be drawn up, indicating whether the Board is in a position to vote, the agenda and the essential points on the conduct of the deliberations, in particular the content of the resolutions adopted with precise details of the results of the vote. As an annex to the minutes, it is to attach a list of those present. The minutes shall be signed by the President and an official of the Grand Undertaking designated by the President to keep the minutes. At the request, the record shall also show the divergent opinion of the minority.
The Board of Supervisors.
(1) The Supervisory Board has 15 members, including the Chairman, of which five from Slovakia. Eight members, including the President, shall be appointed and dismissed by the Government, on a proposal from the Minister of Internal Trade, in agreement with the Minister of Nutrition, seven members shall be elected by the General Assembly from among themselves. Until the day following the election of the seven members of the first Supervisory Board by the first General Meeting, the members appointed by the Government in accordance with the preceding sentence shall act as Supervisory Board. A member (alternate) of the Supervisory Board may not be elected or appointed as a member (alternate) of the Board of Directors, if his or her duties continue. The meetings of the Supervisory Board shall be convened and managed by its Chairman.
(2) The Supervisory Board is otherwise subject to similar provisions of Paragraph 15 (2) (a) to (c), (3), (4) and (5), (16), (2) to (7) and (17).
(1) The Supervisory Board oversees the Grand Trade Company in all its fields of activity. To this end, it may in particular:
(a) consult the books and documents of the Grand Undertaking and request information and explanatory notes from its board of directors and officials;
(b) establish the state of his holding;
(c) propose to the Minister for Internal Trade to take action under Paragraph 10 (1) of the Act.
(2) A report on the supervised entity shall be drawn up, signed by the members of the supervisory board who carried it out.
(3) The Supervisory Board shall examine the accounts for the previous financial year and the draft business budget for the next financial year.
(4) The Board of Supervisors shall represent the Grand-Prix undertaking in its legal negotiations with the President, one of the Vice-Presidents or a member (alternate) of the Board of Directors and in its litigation against them.
General meeting.
(1) The General Meeting shall consist of representatives broadcast by members of the Grand Trade Company. Each member may be represented by a representative declared by written power of attorney. The meetings of the General Assembly may also be attended by members of the Board of Directors and the Supervisory Board appointed by the Government, who do not vote.
(2) It is for the general meeting to act and to decide:
(a) proposals for amendments to the Statutes;
(b) more detailed rules for the activities of the Supervisory Board;
(c) the choice of members of the Board of Directors and the Supervisory Board and their alternates;
(d) request that a government-appointed member of the Board of Directors or the Supervisory Board or his alternate be removed from office,
(e) complaints and appeals against decisions of the Board of Directors or the Supervisory Board;
(f) the accounts, the distribution of profits and the payment of losses;
(g) the report by the President on the activities of the authorities of the Grand Undertaking,
(h) on the initiatives to improve and improve the organisation of the Grand Undertaking and its activities.
The ordinary general meeting shall be held within eight months of the end of the financial year. An extraordinary general meeting must be convened without delay, if the Minister of Internal Trade so decides, or if at least one tenth of all members of the Grand Trade Company so propose in writing, and the Ministry of Internal Trade approves the proposal.
(1) The General Meeting shall be notified at least eight days in advance in the Official Journal.
(2) The invitation to the general meeting shall be sent by registered letter no later than 14 days before the date of the general meeting and shall contain details of the place and time of the meeting and the agenda. The proposals to be made on the agenda shall be submitted by the members within four months of the end of the marketing year. Such proposals must be negotiated if at least 10 members are supported. The invitation shall include an indication of the possibility of holding the second general meeting (Section 23). Each member shall have the right, during the last eight days prior to the general meeting, to consult and make an extract of the written documents for the meetings of the general meeting in the Trade Rooms of the Grand Buying Company.
(1) The General Meeting is eligible for a quorum if at least half of all the members of the Grand Prix are represented. If the prescribed number of members is not represented, it shall be held at the same place one hour later and the same agenda shall be held by the second general meeting, which shall be eligible for a quorum regardless of the number of members represented, provided that this has been expressly stated in the prescribed notice of the meeting.
(2) The General Assembly may not decide on matters which have not been included on the notified agenda, except for a proposal to convene an extraordinary general meeting.
(1) The General Assembly shall act by a simple majority of the members represented. The vote shall be taken by hand unless the assembly agrees that tickets should be voted. The chairman shall not vote, but shall act in the event of a tie.
(2) Each member shall have one vote without regard to the number of its shares.
(1) The proposal to elect the members of the Board of Directors and the Supervisory Board and their alternates shall be made by the Board of Directors. The proposal may be drawn up only after the Grand Trade Company has been notified of the appointment of the members of the Board of Directors and the Supervisory Board and their alternates to be appointed by the Government for the term of office in question.
(2) Candidates who have concentrated a simple majority of the votes are elected.
(3) If the necessary number of candidates has not been chosen in this way, any representative of the member participating in the general meeting, any member of the board or supervisory board may propose additional candidates.
(4) The minutes of the meetings of the General Meeting shall be drawn up by the President, the Registrar and the two verifiers appointed by the President. Paragraph 17 (2) shall apply mutatis mutandis to the particulars of the registration.
Regional authority of the Velkodzibuční podnik.
(1) The company of the regional authority reads:
"Veľkodzibučný podnik, družstvo s o. r."
(2) Bratislava is the seat of the regional authority; the regional authority may establish, with the agreement of the headquarters of the Velkodzibuční podnik, the necessary number of split plants.
(3) The members of the Grand Trade Company which have its registered office in Slovakia are also members of the regional authority. These members shall fulfil their membership obligations under § 5 (a) and (b) with the regional authority.
(4) Otherwise, the provisions of § 2 - 11 apply mutatis mutandis to the regional authority.
(1) The regional authority shall operate in the territory of Slovakia unless otherwise provided by law or by these statutes.
(2) The regional authority shall be responsible to the headquarters of the Grand Undertaking and shall be obliged to follow its directives and instructions. In exceptional cases, the headquarters of the Grand Undertaking shall be authorised to exercise, with the knowledge of the regional authority, the powers of the Grand Undertaking in Slovakia directly.
(3) The assets in Slovakia which, pursuant to the provisions of § 11 (1) to (4) of the Act, are transferred to a Velkodzibuční společnost, are incorporated or transferred to it via a regional authority. Public books and registers will be registered for the Grand Trade Company, the cooperative with r. o., in Bratislava.
The authorities of the Velkodziboční společnost, the cooperative s r.o. in Bratislava are the President, Vice-President, the Board of Directors, the Supervisory Board and the General Meeting.
Chairman.
(1) The President and the Vice-President are appointed and dismissed by the Government on a joint proposal by the Ministers for Internal Trade and Nutrition. The statement by which the President (Vice-President) renounces his post is taken to the knowledge of the Government, thereby disclosing the function.
(2) Paragraph 14 (2) to (5) applies mutatis mutandis to the President of the Regional Authority.
Board of Directors.
(1) The Board has eight members, including the President and Vice-President. Three members are appointed and withdrawn by the Government on a proposal from the Minister for Internal Trade in agreement with the Minister for Food and the competent body of the Single Trade Union. Three members are elected by the general meeting. Until the election of the first members of the Board of Directors is carried out by the General Meeting, the Government shall appoint and dismiss those members on a proposal from the Central Board of Cooperatives. Within six months of the establishment of the Grand Undertaking, the President shall convene the first general meeting to choose three members of the Board. The day following the election, the elected members shall take the place of the members appointed by the Government.
(2) Paragraph 15 (2) to (5) applies mutatis mutandis to the Board of Directors.
(3) The Board of Directors shall be responsible for the powers set out in Section 16, with the exception of those referred to in points (a), (c), (e), (f), (h), (i), (k).
(4) Paragraph 17 applies mutatis mutandis to the regional authority.
(5) The President of the Regional Authority may suspend the execution of the decisions of the Board of Directors of the Regional Authority, if he is justified in the view that the interests of the Velkodzibuční podnik would be jeopardised by his performance. In that case, it shall be obliged to communicate within three days the content of the order suspended to the head office, which shall decide on it at the meeting, held within eight days of receipt of the notification.
The Board of Supervisors.
The Supervisory Board, including the Chair, shall have three members, one of whom shall be appointed by the President and one of whom shall be appointed by the Government, acting on a proposal from the Minister of Internal Trade in agreement with the Minister of Nutrition, and one shall be elected by the General Meeting. Until the day following the election of a member of the first Supervisory Board by the first General Meeting, the members appointed by the Government shall exercise the authority of the Supervisory Board. Otherwise, paragraphs 18 and 19 apply mutatis mutandis.
General meeting.
Contents
Část I.
Oddíl I.
§ 1.
§ 2.
Oddíl II.
§ 3.
§ 4.
§ 5.
§ 6.
§ 7.
§ 8.
§ 9.
§ 10.
§ 11.
Část II.
Oddíl I.
§ 12.
§ 13.
§ 14.
§ 15.
§ 16.
§ 17.
§ 18.
§ 19.
§ 20.
§ 21.
§ 22.
§ 23.
§ 24.
§ 25.
Oddíl II.
§ 26.
§ 27.
§ 28.
§ 29.
§ 30.
§ 31.
§ 32.
Část III.
Oddíl I.
§ 33.
§ 34.
Oddíl II.
§ 35.
§ 36.
§ 37.
§ 38.
§ 39.
Oddíl III.
§ 40.
Oddíl IV.
§ 41.
§ 42.
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Regulation Information
| Citation | Government Decree No. 21 / 1949 Coll. |
|---|---|
| Regulation Type | - |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 15.02.1949 |
|---|---|
| Effective from | 01.01.1949 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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