Facts
The extraordinary general meeting of the B. Milk Producers' Cooperative rejected on April 16, 1998 a motion to dismiss its then-president (the defendant). A cooperative member challenged this resolution, as the president and the secretary, who were not members of the cooperative, had voted. At the general meeting on February 5, 1999, the president, the secretary, and another member announced their resignation. The Commercial Court then discontinued the proceedings.
On May 19, 2000, the cooperative sued the former president for reimbursement of the court costs from the discontinued proceedings. The Commercial Court granted the claim.
The defendant appealed the judgment of the Commercial Court, which the Federal Supreme Court dismissed.
Considerations
The Federal Supreme Court decided that cooperatives may not grant voting rights to non-members according to Art. 885 CO. This results from the personal nature and the focus of the cooperative on the economic interests of its members.
The management of the cooperative must carefully examine the voting rights of the participants in the general meeting. As the defendant was personally affected by the outcome of the…