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Governance and Transparency

How the cooperative is governed

COOPERANTE's governance structure is set out in its Bylaws and follows Brazilian Law No. 5,764/71. This page brings together, in one place, the composition of each body, its term of office, its responsibilities, and the statutory destination of the year's results.

Why the structure matters

In a cooperative, the membership decides. The General Assembly is the supreme body and its resolutions bind all members, including those absent or dissenting. Below it operate the Board of Directors, the Fiscal Council, the Advisory Council and the Superintendency, each with separate powers.

That separation exists for a practical reason: those who administer are not those who audit, and those who audit answer directly to the membership. For institutional partners and funding agencies, this is the assurance that resources applied in the cooperative pass through collegiate control and are accounted for in assembly.

A member addressing an audience beneath the Carvalho banner decorated with balloons, at the nursery.

Governance structure

Governance structure Organisational chart of the cooperative. At the top, the General Assembly, the supreme body. Reporting directly to it are the Board of Directors and the Fiscal Council, which are independent of each other. Linked to the Board of Directors are the Advisory Council, which is consultative and organised by municipality, and the Superintendency, responsible for executive management. General Assembly Supreme body Fiscal Council Oversight Board of Directors Administration Advisory Council Consultative and regional representation Superintendency Executive management
Text description of the governance structure

Organisational chart of the cooperative. At the top, the General Assembly, the supreme body. Reporting directly to it are the Board of Directors and the Fiscal Council, which are independent of each other. Linked to the Board of Directors are the Advisory Council, which is consultative and organised by municipality, and the Superintendency, responsible for executive management.

The cooperative's governing bodies

General Assembly

Supreme body

Composition
All members in good standing
Term
Ordinary assembly once a year; extraordinary assemblies whenever required

Responsibilities

  • It is the supreme body of the society, within the limits of the law and the Bylaws
  • Its resolutions bind all members, including those absent or dissenting
  • Elects the members of the Board of Directors and of the Fiscal Council
  • Approves the year's accounts and decides on the allocation of surpluses
  • May create additional funds beyond the mandatory ones

Board of Directors

Administration

Composition
5 members: a President, a Vice-President and three directors
Term
Three-year term, with at least one third renewed each term

Responsibilities

  • Administers the society; the Board does not itself hold direct executive authority
  • Its members may be appointed Executive Superintendents
  • Approves admission proposals from new members and may order a technical inspection of the property
  • Sets, before each harvest, the retention percentage on marketed production, up to a 3 percent ceiling
  • Appoints the members of the Advisory Council

Fiscal Council

Oversight

Composition
3 regular members and 3 alternates
Term
Renewed annually by election, with only one third eligible for re-election

Responsibilities

  • Supervises the administration of the cooperative diligently and in detail
  • Answers directly to the membership, not to the administration
  • Annual renewal and the re-election cap protect the body's independence

Advisory Council

Consultative and regional representation

Composition
Up to 4 members per municipality of operation, appointed by the Board of Directors from members with leadership qualities
Term
Three-year term, concurrent with the Board of Directors; meets twice a year

Responsibilities

  • Represents the members of each municipality before the administration
  • Municipalities with up to 50 members have 2 seats
  • Municipalities with 51 to 100 members have 3 seats
  • Municipalities with more than 100 members have 4 seats

Superintendency

Executive management

Composition
Superintendent(s); the role may be held by Board members appointed as Executive Superintendents

Responsibilities

  • Responsible for the day-to-day executive management of the cooperative
  • Executes the guidelines set by the Board of Directors

Allocation of the year's surpluses

The balance sheet is closed on 31 December each year. Of the surpluses recorded, the Bylaws set the following mandatory allocations:

  • 5% · FATES Technical, Educational and Social Assistance Fund

    Pays for technical assistance, education and social assistance for members, their families and the cooperative's employees.

  • 45% · Reserve Fund

    Set aside to repair losses and to support the development of the cooperative's activities.

  • Remainder

    The remaining balance is allocated as decided by the General Assembly.

Both funds are indivisible among the members, including upon dissolution of the society. The General Assembly may create further funds for specific purposes.

Documents

Institutional documents available for public consultation. Each year's reports are published after approval by the General Assembly.

Bylaws (Estatuto Social)

Bylaws in force for COOPERANTE - Cooperativa Carvalho Beans

Available soon

Annual Report

Report of activities for the social year

Available soon

Financial Statements

Balance sheet and statement of surplus or loss

Available soon

Assembly Minutes

Minutes of Ordinary and Extraordinary General Assemblies

Available soon

Legal identification

Legal name
COOPERATIVA AGROPECUÁRIA CARVALHO BEANS
CNPJ (Brazilian tax ID)
65.331.751/0001-36
Headquarters
Av. Taquaruçu do Norte, s/n, Vila Taquaruçu do Norte — Colniza, MT, 78335-000
Legal regime
A cooperative society constituted under Brazilian Law No. 5,764/71, of a civil nature, non-profit-distributing, with an indefinite duration.
Social year
From 1 January to 31 December each year.
Minimum social capital
BRL 15,000.00
Neutrality
Under Article 60 of the Bylaws, the cooperative is prohibited from engaging in religious, social or political party matters, and from making its facilities available to such groups.
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