Agreements & terms

General information about the Cooperative

The UMBRAL Project

Name: UMBRAL Hacia el Buen Vivir (UMBRAL Towards Good Living)

Registered address: Calle Alem 767, Barrio Balumba, Capilla del Monte, Córdoba, Argentina

Purpose: Productive, commercial and service activities related to sustainable agriculture, fair trade, cooperative education and community development.

Relationship: UMBRAL is the community project that brings together the initiatives of the TAKU Cooperative and other allied organizations.

Legal and regulatory framework

UMBRAL is set up and operates under current Argentine law, specifically:

• Cooperatives Law No. 20,337 – main regulatory framework
• Regulatory Decree 1,222/2001 – regulations of the Cooperatives Law
• INAES resolutions – National Institute of Associations and Social Economy
• Civil and Commercial Code of the Nation – general provisions
• Income Tax Law – tax treatment of cooperatives
• AFIP General Resolution 4,618/2020 – donations regime

International donations – legal framework

1. Registration with AFIP

The TAKU Cooperative is registered with the Federal Administration of Public Revenue (AFIP) as an entity authorized to receive donations, in accordance with AFIP General Resolution 4,618/2020.

2. Tax treatment of donations

Donations received by the TAKU Cooperative are exempt from Income Tax under Article 20, subsection f) of the Income Tax Law, provided they are used for the specific purposes of the cooperative and the UMBRAL project.

3. Reporting obligations

The TAKU Cooperative complies with the following obligations:

• Detailed records of all donations received
• Periodic reporting to AFIP on international donations
• Keeping receipts for a minimum of 5 years
• Transparency in the use of donated funds

4. Use of donations

Donations received are used exclusively for:

• Buying the community house (main goal)
• Developing productive projects
• Educational and training activities
• Community infrastructure
• Operating expenses required to fulfil the organization’s purpose

Rights and obligations of TAKU Cooperative members

Note: The rights and obligations described here apply to members of the TAKU Cooperative, the legally registered entity. Participants in the UMBRAL project who are not members of the cooperative are governed by specific participation agreements.

Rights of TAKU members

• To take part in assemblies with voice and vote
• To elect and be elected to the management and supervisory bodies
• To access information about the cooperative’s management
• To receive returns in proportion to their transactions with the cooperative
• To share in the benefits and services the cooperative offers

Obligations of TAKU members

• To comply with the bylaws and internal regulations
• To make the established capital contributions
• To take an active part in the cooperative’s activities
• To abide by the resolutions of the governing bodies
• To keep their personal information up to date

Share capital and contributions of the TAKU Cooperative

The share capital of the TAKU Cooperative consists of indivisible shares of equal value, subscribed and paid in by its members. The value of each share is set out in the cooperative’s bylaws.

Characteristics of the share capital

• Variable and unlimited: it can be increased or reduced as needed
• Indivisible: shares cannot be divided
• Equal value: all shares have the same nominal value
• Non-transferable: shares cannot be transferred to third parties

Distribution of surpluses of the TAKU Cooperative

The annual surpluses of the TAKU Cooperative are distributed in accordance with Cooperatives Law No. 20,337:

1. Legal reserves: 20% of the surplus
2. Statutory reserves: as set out in the bylaws
3. Returns to members: in proportion to their transactions with the cooperative
4. Education fund: for cooperative training and education
5. Social assistance fund: for well-being programs

Liability of TAKU Cooperative members

The liability of members of the TAKU Cooperative is limited to the amount of the shares they have subscribed. Members are not personally liable for the cooperative’s debts, except in cases of fraud or gross negligence.

Governing bodies of the TAKU Cooperative

Members’ Assembly

The supreme body of the TAKU Cooperative, made up of all members with voice and vote.

Board of Directors

The executive body, made up of members elected at the assembly, responsible for the day-to-day management of the cooperative.

Statutory auditor (Síndico)

The internal supervisory body, responsible for monitoring compliance with the law, the bylaws and the assembly’s resolutions.

External audit

An audit service provided by a certified public accountant, in accordance with current regulations.

Transparency and accountability

The TAKU Cooperative is committed to maximum transparency in its management and in the use of donations to the UMBRAL project:

• Up-to-date and accessible financial information
• Annual accountability to members
• Independent external audit
• Publication of financial statements
• Information on how donations received are used

Dissolution and liquidation of the TAKU Cooperative

If the TAKU Cooperative is dissolved, the procedure will follow the Cooperatives Law:

1. Payment of obligations to third parties
2. Return of contributions to members
3. Distribution of the remainder to public-benefit organizations

Jurisdiction and governing law

For any dispute relating to the TAKU Cooperative or the UMBRAL project, the parties submit to the jurisdiction of the competent courts of the Province of Córdoba, Argentine Republic.

The TAKU Cooperative is governed by the laws of the Argentine Republic, in particular Cooperatives Law No. 20,337 and its regulations.