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, June 2009)

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

Tab. 3. The Italian co-operative movement in 2005 NumberTurnover (billion €) MembersJobs Legacoop15,200507,500,000414,000 Confcooperative19,200572,878,000466,000 UNCI7, ,000129,000 AGCI5, ,00070,000 Unicoop1, ,00020,000 Non-members21, ,000150,000 TOTAL 71, ,490,000 (1 in 5 IT citizens) 1,249,000 Source: Zamagni-Zamagni, cit., 89

Tab. 4. The co-operative register (at 15 January 2006) Number% “Mainly mutual” co-ops (16.5 % social co-ops) 58, “Other” co-ops (31.2 % worker co-ops; 16.1 % housing co-ops) 3, Not subjected co-ops TOTAL 62, Source: Unioncamere, Secondo rapporto sulle imprese cooperative, cit. NumberMembersJobs 250,000163,000,000 (1 in 3 EU Citizens) 5,400,000 Source: Co-operatives Europe, October, 2008, in Tab. 5. Co-operatives in Europe 2008

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 co- operation 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-opsOther co-ops Minimum operations with members yesno Limited remuneration on the capital (and on financial instruments) subscribed by members yesno Distribution of reserves to user-members noyes Devolution of assets to mutual funds in case of dissolution yesno Conversion into a for- profit company noyes (but assets devolution to mutual funds) Tax advantagesyesno

Tab. 7. Voting rights. Exceptions to the “one member, one vote” rule ExceptionBeneficiaryCriterionLimit Art. 2538, para. 3, c.c. Legal entity- capital held - number of members 5 votes Art. 2538, para. 4, c.c. Members of a co- operative 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 membersLaw 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 SUPERVISORS BODY OF DIRECTORS ACCOUNTS AUDITOR

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

Two-tier system ASSEMBLY ACCOUNTS AUDITOR SURVEILLANCE BOARD MANAGEMENT BOARD