Official translation                    
                                                                                
                      REPUBLIC OF LITHUANIA                                     
                                                                                
                         COOPERATIVE LAW                                        
                                                                                
                      1 June 1993 No. I-164                                     
                             Vilnius                                            
                                                                                
                           CHAPTER 1.                                           
                       GENERAL REGULATIONS                                      
                                                                                
     The State  of Lithuania  supports the  cooperative movement,               
promotes cooperative  activities, legitimises the independence of               
cooperative societies (cooperatives).                                           
                                                                                
     Article 1. Objectives of the Law                                           
                                                                                
     This  Law   shall   regulate   cooperative   movement,   the               
establishment of  cooperative societies  (cooperatives) and their               
unions (associations),  the basic principles of their activities,               
their   reorganisation,   management,   formation   of   capital,               
distribution of profit, and liquidation.                                        
                                                                                
     Article 2. Cooperation and Cooperative Societies                           
                                                                                
     Cooperation is  the joining  of efforts and resources on the               
basis of  law for  the  implementation  of  common  aims  of  its               
members. For  this purpose,  cooperative societies (cooperatives)               
may be established.                                                             
                                                                                
     A cooperative  society is an economic entity with changeable               
composition and  capital   established on  a voluntary basis by a               
group of  natural persons  or natural  and legal  persons for the               
purpose of  satisfying business, economic and social needs of its               
members and functioning on their initiative and at their risk.                  
                                                                                
     Article 3. The Status of a Cooperative Society                             
                                                                                
     A cooperative  society is  a legal  person and may engage in               
activities which  are not  prohibited by the laws of the Republic               
of Lithuania.                                                                   
                                                                                
     A cooperative society shall be an economic entity of limited               
liability liable  for  its  obligations  to  the  extent  of  its               
property and  not liable for the obligations of its members which               
are not related to the activities of the cooperative society.                   
                                                                                
     A   cooperative society  has its  own name which must not be               
similar or  identical with  any  enterprises  registered  in  the               
Republic of  Lithuania. The  name of the cooperative society must               
contain the words "kooperatine bendrove" (cooperative society) or               
"kooperatyvas" (cooperative)  as well as the words specifying the               
character of the society activities. Disputes concerning the name               
of the society shall be settled in court.                                       
                                                                                
     A cooperative  society must  have no  less than 5 natural or               
natural and  legal persons.  The number  of   legal persons  in a               
cooperative society  may  not  exceed  1/2  of  all  the  society               
members.                                                                        
                                                                                
                           CHAPTER 2.                                           
     ESTABLISHMENT OF COOPERATIVE SOCIETIES AND THEIR RIGHTS                    
                                                                                
     Article 4. Founders                                                        
                                                                                
     No less  than 5  persons who are citizens of the Republic of               
Lithuania and are 18 years of age and over, or citizens and legal               
persons registered  in Lithuania may be founders of a cooperative               
society.                                                                        
                                                                                
     Article 5. Society Bylaws                                                  
                                                                                
     The legal  basis of  a cooperative society shall be this Law               
and the society bylaws drafted by the founders and adopted at the               
organisation meeting.  In accordance  with this  Law, cooperative               
societies may  be organised for profit-making purposes or as non-               
profit societies.                                                               
                                                                                
     The society  bylaws shall  be signed  by all the founders of               
the cooperative  society. The  bylaws shall be authenticated by a               
notary.                                                                         
                                                                                
     The bylaws of the cooperative society must state:                          
                                                                                
     1) the  name of  the cooperative society (name of the firm),               
the address of its principal office;                                            
                                                                                
     2) the  purpose of the cooperative society and the character               
of its business, economic or social activities;                                 
                                                                                
     3) duration  period of  activities in the event that society               
activities of a limited duration are planned;                                   
                                                                                
     4) the  amount of  the membership  fee and share investment,               
the procedure  of payment and disposal thereof, and the procedure               
for assessing the  non-monetary (property) share investments;                   
                                                                                
     5) composition,  ownership and  formation  of  capital  (the               
amount of the authorised capital shall not be specified);                       
                                                                                
     6) first  names and  surnames as  well as  addresses of  the               
cooperative society  founders and,  in the case of legal persons,               
their names and addresses;                                                      
                                                                                
     7) conditions  of  membership,  rights  and  duties  of  the               
society members  and their  liability for  the obligations of the               
cooperative society;                                                            
                                                                                
     8) bodies  of management and control, the procedure of their               
election, and their rights and duties;                                          
                                                                                
     9) procedure  for joining  a  cooperative  society,  and  of               
withdrawal or expulsion therefrom;                                              
                                                                                
     10) procedure  for calling  meetings  of  members  or  their               
proxies and the voting procedure;                                               
                                                                                
     11) procedure  for forming, auditing and adopting the system               
of accounting;                                                                  
                                                                                
     12) procedure for distributing profit and losses; and                      
                                                                                
     13) procedure for liquidating a cooperative society.                       
                                                                                
     The bylaws  may contain  other articles which legitimise the               
character of  activities of the cooperative society and establish               
property and  other relations  of the  members  as  well  as  the               
relations of the cooperative society with third persons, provided               
that said  articles are  in  conformity  with  the  laws  of  the               
Republic of Lithuania.                                                          
                                                                                
     Amendments and supplements to the society bylaws shall enter               
into force from the day of their re-registration.                               
                                                                                
     Article 6. Registration                                                    
                                                                                
     A cooperative  society shall  be registered  with the higher               
level  local   government  in   accordance  with   the  procedure               
established by  the Republic  of Lithuania Law on the Register of               
Enterprises. The  amount of  the authorised  capital shall not be               
registered in the Register of Enterprises.                                      
                                                                                
     The following documents shall be filed for registration:                   
                                                                                
     1) application for registration;                                           
                                                                                
     2) a  copy of the record of the organisation meeting and the               
act on  the founding  of the  cooperative society  (required  for               
newly established cooperative societies);                                       
                                                                                
     3) the society bylaws;                                                     
                                                                                
     4) a document certifying to the payment of registration fee;               
and                                                                             
                                                                                
     5) a  licence to  engage in  commercial-economic activities,               
ecological certificate-licence,  if prescribed by the laws of the               
Republic of Lithuania.                                                          
                                                                                
     The cooperative  society shall acquire the rights of a legal               
person from the day of its registration.                                        
                                                                                
     Local  government  must  register  the  cooperative  society               
within a  month from  the filing  of the  documents. In the event               
that registration is refused, grounds therefor must be specified.               
Refusal to  register a  cooperative society  may be  appealed  in               
court in  the manner  established by  the laws of the Republic of               
Lithuania.                                                                      
                                                                                
     Article 7. Rights of a Cooperative Society                                 
                                                                                
     A cooperative society shall have the right to:                             
                                                                                
     1) engage in activities provided for in its bylaws;                        
                                                                                
     2) keep  accounts in  the banks of the Republic of Lithuania               
and foreign banks;                                                              
                                                                                
     3) manage  the property belonging to it, utilise and dispose               
of it in pursuance of the laws of the Republic of Lithuania;                    
                                                                                
     4) form unions (associations) of cooperative societies;                    
                                                                                
     5) conclude contracts and assume property liabilities;                     
                                                                                
     6) fix  charges, rates  and tariffs   for its products, work               
and services,  with the  exception of  those charges,  rates  and               
tariffs which are regulated by the State; and                                   
                                                                                
     7)  determine   its  organisational   structure,   establish               
branches  and   other  structural   subdivisions,  as   well   as               
enterprises operating in pursuance of the laws of the Republic of               
Lithuania.                                                                      
                                                                                
     A cooperative  society may  have other  rights which  do not               
contradict the laws of the Republic of Lithuania.                               
                                                                                
     Disputes between  a cooperative  society and  its members or               
third  persons   shall  be  considered  in  accordance  with  the               
procedure established by laws of the Republic of Lithuania.                     
                                                                                
                           CHAPTER 3.                                           
                                                                                
                MEMBERS OF A COOPERATIVE SOCIETY                                
                                                                                
     Article 8. Members                                                         
                                                                                
     Permanent residents  of the Republic of Lithuania who are 16               
years of  age and over as well as legal persons registered in the               
Republic of  Lithuania may  be members  of a cooperative society.               
Members  of   cooperative  societies  the  objective  whereof  is               
catering for  the needs of young people (in the sphere of sports,               
organisation   of    leisure,   technical-intellectual   creative               
activities, catering for school children) may also be persons who               
are younger  than 16  years of  age provided  that their  parents               
(legal guardians) have granted permission thereto. The rights and               
duties of  such members  shall be  specified in the bylaws of the               
cooperative society.                                                            
                                                                                
     A person  joining  a  cooperative  society  shall  lodge  an               
application with  the society  Board ( manager). The members of a               
cooperative society  shall  be  registered  in  the  register  of               
members wherein   the  name and  surname  of  a  member  and  his               
residence address,  or, in  the case of legal persons, their name               
and address,  and the  date of joining the society or withdrawing               
therefrom, the amount of the share investment and of the property               
newly created  by utilising  the  share  investment  as  well  as               
changes therein  shall be  recorded.  A  legal  person  shall  be               
represented in  a cooperative  society by  a person authorised by               
him (authorised representative).                                                
                                                                                
     Article 9. Termination of Membership                                       
                                                                                
     Membership in the cooperative society shall be terminated:                 
                                                                                
     1) on the member's withdrawal;                                             
                                                                                
     2) on the member's death;                                                  
                                                                                
     3) on the member being recognised legally incapable;                       
                                                                                
     4) on the member's expulsion;                                              
                                                                                
     5) on  the abolition  of the  legal person  -- member of the               
cooperative society  or on  the reorganisation  of its activities               
whereafter they    longer  correspond  to  the  purposes  of  the               
cooperative society; and                                                        
                                                                                
     6) on the liquidation of the cooperative society.                          
                                                                                
     Article 10. Withdrawal and Expulsion from the Cooperative                  
               Society                                                          
                                                                                
     Every member  of a  cooperative society shall have the right               
to withdraw  from the  cooperative society upon notifying thereof               
in writing.  The conditions and procedure of withdrawing shall be               
established in the bylaws.                                                      
                                                                                
     The settlement  of accounts  of the cooperative society with               
the former  members may  be postponed  until the  approval of the               
accounts of  the upcoming  business year. In such case the former               
member  shall   remain  bound   by  property   relations  to  the               
cooperative society till the end of the upcoming business year.                 
                                                                                
     A member  may be expelled from the cooperative society if he               
fails to  fulfil the duties of a member or violates the bylaws or               
the laws of the Republic of Lithuania and thereby inflicts losses               
on the cooperative society.                                                     
                                                                                
     The resolution  concerning the  expulsion of a member from a               
cooperative society  shall be  adopted by  the meeting of members               
(authorised representatives)  in accordance  with  the  procedure               
established by  law.  In  the  event  that  the  expelled  member               
disagrees with  the resolution, he shall have the right to appeal               
to court within three months from the adoption thereof.                         
                                                                                
     The cooperative  society shall  return to  the  members  who               
withdrew or  were expelled  from the  cooperative  society  their               
respective share  investments and  the amount  of property  newly               
created by  utilising said  share investments  (provided that the               
newly created  property is  allocated to  the members)  and shall               
also pay  out to  them the share of the distributed profit due to               
them for the business year. Membership fee shall not be returned.               
                                                                                
     To the  heirs of  a deceased member or to the guardians of a               
member declared legally incapable, provided that said persons are               
not members  of the  cooperative society  and  do  not  join  the               
society in  accordance with  the  procedure  established  in  the               
bylaws, the  share investment and the amount of the newly created               
property as  well as  the share of the profit distributed for the               
business year  shall be  returned in  the same  manner as  to the               
members who  withdrew  or  were  expelled  from  the  cooperative               
society.                                                                        
                                                                                
     Article 11. Rights and Duties of a Cooperative Society                     
               Member                                                           
                                                                                
     A member of the cooperative society shall have the right to:               
     1) elect  and be  elected to  the bodies  of management  and               
control;                                                                        
                                                                                
     2) have  one vote during the voting regardless of the amount               
of the contributed share investment;                                            
                                                                                
     3)  work   in  the   cooperative  society  under  employment               
contract;                                                                       
                                                                                
     4) receive  a portion  of  the  profit  distributed  to  the               
members proportionate   to  the volume of turnover (transactions)               
with the  cooperative society, to use the society property and to               
have priority  in making  use of  the services  rendered  by  the               
cooperative society  on easy  terms in  the manner established in               
the society bylaws;                                                             
                                                                                
     5) receive  a portion  of profit (dividend) proportionate to               
his share  investment and  to the  amount of  the  newly  created               
property;                                                                       
                                                                                
     6) receive  a portion  of property of the liquidated society               
in accordance with the procedure established in the bylaws;                     
                                                                                
     7) obtain  information on  the activities of the cooperative               
society, its economic condition and property;                                   
                                                                                
     8) be a member of several cooperative societies; and                       
                                                                                
     9) withdraw from the cooperative society.                                  
                                                                                
                                                                                
     Other rights  of a member shall be established in the bylaws               
of a cooperative society.                                                       
                                                                                
     A member of a cooperative society must adhere to the bylaws,               
fulfill the  obligations  of  the  cooperative  society  and  the               
resolutions of  the management  and control  bodies, take part in               
the activities of the cooperative society.                                      
                                                                                
     A member  of a  cooperative society  shall be liable for the               
society's   obligations assumed prior to his joining the society,               
wherewith the  new member  shall have  the right  to  familiarise               
himself upon joining the cooperative society.                                   
                                                                                
     A member  of a  cooperative society  shall be liable only to               
the extent  of the amount of his share investment (property owned               
by him in the cooperative society). The bylaws may also prescribe               
a greater  amount of liability but not greater than two times the               
amount of  the share investment, and in the case of insurance and               
credit cooperative societies -- up to five times of the amount of               
the share investment (property owned).                                          
                                                                                
     Article 12. Capital                                                        
                                                                                
     The capital  of  a  cooperative  society  shall  consist  of               
internal    and  borrowed funds.  Internal funds  shall be formed               
from membership   fees,  share investments,  profit received from               
business activities  and other resources of income not prohibited               
by law. The capital of a cooperative society  cannot be formed by               
issuing shares  of said     society. The capital of a cooperative               
society,  with   the  exception  of  share  investments,  may  be               
indivisible   or assigned   (  the whole  or part  of it)  to the               
members of a society.                                                           
                                                                                
     Internal funds  shall comprise   fixed  and reserve capital.               
Fixed capital  shall be used for business activities of a society               
or for  the acquisition of assets. On the decision of the meeting               
of the  members (authorised representatives), the reserve capital               
shall be used for anticipated future expenditure and for covering               
other losses as well as for the training of members and personnel               
of a cooperative society.                                                       
                                                                                
     The  minimum   amount  of   internal  funds   shall  not  be               
established  by   laws,  but   it  must  be  sufficient  for  the               
development of activities provided for in the bylaws.                           
                                                                                
     Deductions to  the capital  reserve fund  shall be mandatory               
for cooperative  societies   deriving profit.  The  reserve  fund               
ratio and the procedure for its formation shall be established by               
laws.                                                                           
                                                                                
     Article 13. A  Share Investment of a Member of a                           
               Cooperative Society                                              
                                                                                
     The share  investment of  a member  of a cooperative society               
may  be either cash, intellectual or in kind.                                   
     The property   to which proprietary rights  of a member of a               
cooperative society  are limited  may not be a  share investment.               
Members of  a cooperative  society may  lease   land    to  their               
cooperative society only for utilisation.                                       
     A member's  share investment  and   the portion  of property               
owned by   him/her shall be registered in accounting records, and               
the  member   shall  be   issued  a  certificate  evidencing  his               
membership and  the amount  of property   owned by him  within  a               
cooperative society.                                                            
                                                                                
                                                                                
     The members  of a cooperative society shall dispose of their               
share investments   and  the portion of property  owned according               
to the procedure established in the bylaws.                                     
                                                                                
     Article 14. Distribution of Profit                                         
                                                                                
     The distribution  of profit of a cooperative society must be               
approved at  the meeting of members ( authorised representatives)               
within 3 months of the end of a business year.                                  
                                                                                
     Balance profit,  after deducting  mandatory payments,  shall               
be distributed in the following manner :                                        
                                                                                
     1) shall be deducted  to reserve capital ;                                 
                                                                                
     2) part of profit shall be paid to the members in proportion               
to the  volume of  the  turnover ( operations) with a cooperative               
society according to the procedure established in  the bylaws;                  
                                                                                
     3)   dividends paid  to the  members in  proportion to their               
shares and the property owned by them.                                          
                                                                                
     The undistributed  profit shall be utilised according to the               
procedure established in the bylaws;                                            
                                                                                
     Share dividend  must be  limited; the  maximum amount of the               
share dividend shall be established in the bylaws.                              
                                                                                
     Balance profit  shall be  taxed according  to the  procedure               
established in  the bylaws  whereas   part of  profit paid to the               
members in proportion to the volume of turnover (operations) with               
the cooperative  society, and share dividend shall be exempt from               
taxation.                                                                       
                                                                                
                                                                                
                           CHAPTER 4.                                           
                     MANAGEMENT AND CONTROL                                     
                                                                                
     Article 15. Governing  Bodies                                              
                                                                                
     The governing  bodies shall  consist of a meeting of members               
and the  Board or  the  manager.  Citizens  of  the  Republic  of               
Lithuania who  are 18  years of  age and over may be members of a               
Board of a cooperative society and audit commission.                            
                                                                                
     In a  cooperative society  whose membership exceeds 100, the               
meeting of   members may be replaced by the meeting of authorised               
representatives.    Procedure     for     electing     authorised               
representatives  shall   be  established   in  the  bylaws  of  a               
cooperative society.                                                            
                                                                                
     Article 16. The Meeting of Members (Authorised                             
               Representatives)                                                 
                                                                                
         The  meeting of  members (  authorised  representatives)               
shall be  the supreme  governing body  of a  cooperative  society               
which shall:                                                                    
                                                                                
     1) accept  or expel  members of  a cooperative  society  and               
legitimize the withdrawal from a cooperative society. The meeting               
may obligate  the Board  (manager) to  perform  this  function  (               
except the expulsion of a member).                                              
                                                                                
     2) amend or supplement the bylaws of a cooperative society;                
                                                                                
                                                                                
     3) elect  or remove  the Board (manager), chairperson of the               
Board, audit commission and their members;                                      
                                                                                
     4) assess  the work  of the  Board (manager)  and the  audit               
commission  (auditor),     approve   annual  accounting  and  the               
programme of business activities ;                                              
                                                                                
     5) approve distribution of profit (losses);                                
                                                                                
     6) establish the procedure for paying wages in a cooperative               
society;                                                                        
                                                                                
     7) solve  issues concerning the joining and withdrawal of  a               
cooperative society  from unions (associations), establishment of               
their structural  subdivisions and  enterprises,  termination  of               
their activities, as well as  other organisational issues;                      
                                                                                
     8) adopt decisions to liquidate a cooperative society;                     
                                                                                
     9)  solve  other  issues  concerning  the  activities  of  a               
cooperative society.                                                            
                                                                                
     The meeting  of members  ( authorised representatives) shall               
be convoked  by the  Board once  a year  no later  than within  3               
months of the end of a business year.                                           
                                                                                
     Unscheduled   meetings shall  be convoked by the Board ( the               
manager) on  its own initiative or at  the request of the   audit               
commission (auditor) or at the request of no less than 1/4 of the               
members ( authorised representatives) of a cooperative society.                 
                                                                                
     The meeting  of members  may  adopt  resolutions  if  it  is               
attended  by  at  least  1/2  of  all  members.  The  meeting  of               
authorised members may  adopt resolutions if it is attended by at               
least   2/3 of  the authorised representatives. If the meeting is               
not attended  by the  established number  of members  (authorised               
representatives) a  repeated meeting  shall be  called.  At  such               
meeting resolutions may be adopted  if it is attended by at least               
1/3 of the members or 1/2 of the authorised representatives.                    
     Resolutions at  the meetings  shall  be  adopted  by  simple               
majority vote with the exception of cases specified in Paragraphs               
2 and  8 of  Article 16  and in cases of expulsion of the members               
when resolutions are adopted by at least  2/3 of the votes.                     
     At the  meeting voting by open ballot shall be used with the               
exception of  cases where  secret ballot is provided by this law,               
the bylaws of a cooperative society or when it is requested by at               
least   1/10 of  the members  ( authorised  representatives) of a               
cooperative society.  Members of  the Board  and audit commission               
shall be elected by secret ballot.                                              
                                                                                
     Article 17. Board or Manager of a Cooperative Society                      
                                                                                
     The Board  is a  collective  governing  body  directing  the               
activities of  a cooperative  society in  the period  between the               
meetings of  members (authorised representatives). In cooperative               
societies the membership of which is at least 100, manager may be               
elected instead of a Board.                                                     
     The Board  shall direct business activities of a cooperative               
society ,  manage its affairs, represent a cooperative society in               
court or other institutions.                                                    
     The Board  or the manager shall be elected by the meeting of               
members (  authorised representatives) for a term not exceeding 3               
years. Until  the Board  is elected, the affairs of a cooperative               
society shall be managed by the founders.                                       
     The number of the members of the Board and the powers of its               
members and  the chairperson of the Board shall be established in               
the bylaws  of a  cooperative society  and the resolutions of the               
meetings of  members (authorised representatives). The meeting of               
members (authorised  representatives)   shall   have the right to               
remove the  chairperson (manager)  of  the  Board  prior  to  the               
expiration of  his/ her   term.  Upon the expiration of the term,               
the Board  shall exercise  its powers  until  the  new  board  is               
elected.                                                                        
                                                                                
     Members of  the Board  and  the  chairperson  of  the  Board               
(manager) may  resign at  any time. Procedure for the resignation               
shall be established in the bylaws of a cooperative society.                    
     The Board  shall adopt its resolutions at its sittings which               
shall be  valid if  at least  2/3 of all the members of the Board               
participate. Resolutions  shall be  adopted  by  simple  majority               
vote.                                                                           
                                                                                
     Members of  the Board  as well as chairperson of the Board (               
manager) must reimburse losses sustained by a cooperative society               
incurred   by the  resolutions of  the Board,  which are   not in               
compliance with  the bylaws  of a cooperative society or the laws               
of the  Republic of  Lithuania. The resignation or removal of the               
members of  the Board  or the  chairperson of the Board (manager)               
shall not  exempt him  from the  reimbursement of losses incurred               
through his fault.                                                              
                                                                                
     Article 18. Control of Activities                                          
     The activities  of a cooperative society shall be controlled               
by the audit commission ( auditor), which shall be elected at the               
meeting of  members for  a term  not exceeding  3 years.  On  the               
decision of the meeting of members ( authorised representatives),               
provisional control commissions may be formed.                                  
                                                                                
     Members of  the audit  commission (auditors)  may   only  be               
persons who  are not on the Board of a cooperative society or who               
are next of kin to the members of the Board or related to them by               
marriage.                                                                       
                                                                                
     Audit commission (auditor) shall:                                          
                                                                                
     1) inspect  annual balance  sheet and  other accounting  and               
business documents of a cooperative society;                                    
                                                                                
     2) report  all established  violations  to  the  meeting  of               
members (authorised representatives),  the Board (manager);                     
                                                                                
     3) at the end of a business year, submit its findings on the               
accounting   and financial  condition of a cooperative society to               
the meeting of members.                                                         
                                                                                
     The meeting  of members  (authorised  representatives),  the               
Board (manager), audit commission (auditor) may invite experts to               
participate in inspections.                                                     
                                                                                
                           CHAPTER 5.                                           
              LIQUIDATION OF A COOPERATIVE SOCIETY                              
                                                                                
                                                                                
     Article 19. Termination of the Activities of a Cooperative                 
               Society                                                          
       The   activities  of   a  cooperative   society  shall  be               
terminated:                                                                     
                                                                                
     1) on  the resolution  of the meeting of members (authorised               
representatives);                                                               
                                                                                
                                                                                
     2) upon  the expiration  of the  term provided  for  in  the               
bylaws;                                                                         
                                                                                
     3) when  the remaining  number of members  is less than  the               
number prescribed by the bylaws;                                                
                                                                                
     4) on  court's decision  recognizing a  cooperative  society               
insolvent;                                                                      
                                                                                
     5) when governmental institutions cancel the registration of               
a cooperative  society for  the violation  of  the  laws  of  the               
Republic of Lithuania.                                                          
                                                                                
     Article 20. Liquidation Procedure                                          
                                                                                
     Procedure for the liquidation of a cooperative society shall               
be established  by  this  and  other  laws  of  the  Republic  of               
Lithuania, and by the bylaws of a cooperative society.                          
     Institution which  has adopted the decision to terminate the               
activities of  a cooperative society shall appoint liquidators or               
obligate the Board (manager) of a cooperative society to do that.               
     Upon appointing  the liquidator, a cooperative society shall               
acquire the  status of  a cooperative  society under liquidation.               
The Board   (manager)  of a  cooperative society  shall loose its               
powers. Its   functions  shall be  taken over  by the liquidators               
which:                                                                          
     1)  shall   re-register  a   cooperative  society   into   a               
cooperative society under liquidation;                                          
                                                                                
     2) shall announce in the press twice, with one months break,               
about the  liquidation of  a cooperative  society or inform  each               
member and creditor of a cooperative society about it;                          
                                                                                
     3) shall  represent the cooperative society in court, in its               
relations with  state   and governmental  institutions as well as               
other legal and natural persons;                                                
                                                                                
     4) during  the liquidation,  shall make  accounting balances               
of a cooperative society;                                                       
                                                                                
     5) complete  the fulfillment  of  obligations  pursuant  the               
contracts of a cooperative society and conclude new ones which do               
not  contravene   the  laws   regulating  the   activities  of  a               
cooperative society under liquidation;                                          
                                                                                
     6)  within   6  months   after  the   announcement  of   the               
liquidation, accept  and satisfy demands and claims of creditors,               
recover debts payable;                                                          
                                                                                
     7) in  case of disputable liabilities, an adequate sum shall               
be appropriated  from the funds of a cooperative society and paid               
into the deposit account of a notary's office;                                  
                                                                                
     8) shall  satisfy creditor's  demands. The  surplus property               
shall be  distributed to   the  members of  a cooperative society               
according to  the procedure  established in  the  bylaws  and  in               
proportion to  their share investments and the amount of property               
owned by  them. When  disputes arise  between the  members  of  a               
cooperative society   concerning  the distribution of the surplus               
profit,  the   liquidators  shall  suspend  the  distribution  of               
property. Disputes  between members  and  members'  disputes with               
liquidators  shall  be  settled  at  the  meeting  of  members  (               
authorised representatives)  and if  the meeting  fails to settle               
them, they shall be settled in court;                                           
                                                                                
                                                                                
     9) During  the liquidation, shall submit performance reports               
to the meeting of members on  dates  fixed  by it.                              
     Upon completion  of the  liquidation, it  shall  submit  its               
final account.                                                                  
                                                                                
     Liquidators shall be jointly liable to a cooperative society               
and third  persons for  losses incurred through their fault. If a               
liquidator  acts individually,  he shall be liable severally.                   
                                                                                
     Documents of  a liquidated cooperative society shall be kept               
according to  the procedure  established by the Government of the               
Republic of  Lithuania. Former  members of  a cooperative society               
and their  heirs shall  have the  right to familiarise with these               
documents and obtain their copies.                                              
                                                                                
                           CHAPTER 6.                                           
                                                                                
         UNIONS (ASSOCIATIONS) OF COOPERATIVE SOCIETIES                         
                                                                                
     Article  21. Establishment and Activities of Unions                        
               (Associations)                                                   
                                                                                
     Cooperative societies  may join  into unions  (associations)               
for the  solution of  tasks provided for in their bylaws. Members               
of unions  (associations) may   be  also other  legal  persons  (               
companies, societies, associations, etc), if their membership is                
in conformity with the objectives of the unions (associations) of               
cooperative societies.  The union  ( association)  of cooperative               
societies may be formed from two or more legal persons.                         
                                                                                
     Unions (associations)  of  cooperative  societies  shall  be               
established,  registered,   managed,  shall   function   and   be               
liquidated  according   to  the  same  procedure  as  cooperative               
societies.                                                                      
                                                                                
     Unions  (associations)   of  cooperative   societies   shall               
function according  to their bylaws which shall be adopted by the               
congresses,  conferences   or   meetings   of   their   delegates               
(authorised representatives).  A  union  (association)  shall  be               
deemed  established  when  it  is  registered  according  to  the               
established procedure.                                                          
                                                                                
     Cooperative societies  and their  unions (associations)  may               
take  part   in  the   activities  of  international  cooperative               
organisations and develop other international activities.                       
                                                                                
                           CHAPTER 7.                                           
                                                                                
                        FINAL PROVISIONS                                        
                                                                                
     Article 22. Enforcement of this Law                                        
                                                                                
     This law shall become effective beginning from 1 July 1993.                
                                                                                
                                                                                
     I promulgate  this law adopted by the Seimas of the Republic               
of Lithuania.                                                                   
                                                                                
                                                                                
Algirdas Brazauskas                                                             
President                                                                       
Republic of Lithuania