THE NEW ITALIAN COOPERATIVE LAW AND COOPERATIVE PRINCIPLES

THE NEW ITALIAN CO-OPERATIVE LAW AND CO-OPERATIVE PRINCIPLES Antonio Fici Paper presented at the symposium “Co-operatives, legislation and public policy” (Sobey School of Business, Saint Mary’s University, Halifax, Canada, 19 -21 June 2009)

Tab. 1. Co-operative enterprises in the ISTAT census of 2001 Number % on the total* Jobs % on the total* 53, 393 1. 2 935, 239 5. 8 Source: Zamagni-Zamagni, La cooperazione, Bologna, 2008, 85 * excluding public institutions Tab. 2. Co-operative enterprises in 2005 Number % on the total 70, 397 1. 38 Source: Unioncamere, Secondo rapporto sulle imprese cooperative, 2006

Tab. 3. The Italian co-operative movement in 2005 Number Turnover (billion €) Members Jobs Legacoop 15, 200 50 7, 500, 000 414, 000 Confcooperative 19, 200 57 2, 878, 000 466, 000 UNCI 7, 825 3 558, 000 129, 000 AGCI 5, 768 6 439, 000 70, 000 Unicoop 1, 910 0. 3 15, 000 20, 000 21, 561 3 100, 000 150, 000 71, 464 119 11, 490, 000 1, 249, 000 Non-members TOTAL (1 in 5 IT citizens) Source: Zamagni-Zamagni, cit. , 89

Tab. 4. The co-operative register (at 15 January 2006) Number % 58, 236 93. 5 “Other” co-ops (31. 2 % worker co-ops; 16. 1 % housing co-ops) 3, 821 6. 2 Not subjected co-ops 196 0. 3 62, 253 100 “Mainly mutual” co-ops (16. 5 % social co-ops) TOTAL Source: Unioncamere, Secondo rapporto sulle imprese cooperative, cit. Tab. 5. Co-operatives in Europe 2008 Number Members Jobs 250, 000 163, 000 5, 400, 000 (1 in 3 EU Citizens) Source: Co-operatives Europe, October, 2008, in www. coopseurope. coop

The context. Italian Constitution on co-operatives «Private economic initiative is free … it cannot be carried out against social utility or in a way that hinders security, freedom and human dignity» (art. 41) but «The Republic recognises the social function of cooperation with mutual character and without private speculation purposes. The law promotes and favours its growth with the most appropriate means, and ensures, with appropriate controls, its character and purposes» (art. 45)

The context. European Commission on co-ops «Cooperatives are an excellent example of a company type which can simultaneously address entrepreneurial and social objectives in a mutually reinforcing way» (communication COM(2004) 18, of 23 February 2004, on the promotion of cooperative societies in Europe) «[they are] … vehicles for the implementation of many Community objectives in fields like employment policy, social integration, regional and local development, agriculture, etc. » (ibidem)

Tab. 6. “Mainly mutual” and “other” co-operatives Mainly mutual co-ops Other co-ops Minimum operations with members yes no Limited remuneration on the capital (and on financial instruments) subscribed by members yes no Distribution of reserves to user-members no yes Devolution of assets to mutual funds in case of dissolution yes no Conversion into a forprofit company no yes (but assets devolution to mutual funds) Tax advantages yes no

Tab. 7. Voting rights. Exceptions to the “one member, one vote” rule Exception Beneficiary Criterion Limit Art. 2538, para. 3, c. c. Legal entity - capital held - number of members 5 votes Art. 2538, para. 4, c. c. Members of a cooperative among entrepreneurs In proportion to mutual exchanges - each: 10% of the total votes - together: 1/3 of the total votes Art. 2543, para. 2, c. c. All members of all co-operatives - capital held - mutual exchanges appointment of the supervisory body Art. 2526, para. 2, c. c. Investor members Law is silent on this point each or together: 1/3 of the total votes

Fig. 1. Systems of administration and control Three-tier/default system ASSEMBLY BODY OF DIRECTORS BODY OF SUPERVISORS ACCOUNTS AUDITOR

One-tier system ASSEMBLY BODY OF DIRECTORS AUDIT COMMITTEE ACCOUNTS AUDITOR

Two-tier system ASSEMBLY SURVEILLANCE BOARD MANAGEMENT BOARD ACCOUNTS AUDITOR