COOPERATION

COOP

FELT NEED

LEADERSHIP

Must

have at least 15 members

Determine the common problems and
basic needs
A dedicated core group
Working communities

WHO MAY BECOME MEMBERS OF A

PRIMARY COOPERATIVE
If

you are a Filipino of legal age, you can

be a coop member if you meet the
qualifications prescribed by the coops Bylaws.

WHAT ARE THE KINDS OF MEMBERSHIP IN

THE COOPERATIVE?
members is entitled to all the rights and privileges of
membership as stated in the Cooperative Code and the coops
By-laws.
Associate members has no right to vote and to be voted
upon and is entitled to such rights and privileges provided by
the cooperatives By-laws and is considered a regular member
when it continues to patronize the cooperative for two years and
met the minimum requirements of regular membership.
Regular

Secure and fill up Cooperative Name

Reservation Request Form (CNRRF). This
must be submitted to the Cooperative
Development Authority (CDA) Central
Office or any of its Extension Office.

 Is

a general statement describing, among others, the

structure and purposes of the proposed cooperative.
Economic Survey is in fact a project feasibility study
economic feasibility. Here, the prospective coop members
estimate the income and expenses of the cooperative. It
makes a projection of the possible growth pattern of the
cooperatives certain period, probably three (3) years, and
how this growth generates income and incurs expenses. It
tries to anticipate obstacles and constraints and make
allowance for them. This statement will help you measure
your cooperatives chances of success.

BY-LAWS
The

qualifications for membership;

How they are acquired, maintained and lost;
The rights and obligations of members;
The condition for transfer of a share of interest;
The rules and procedures covering agenda, time,
place, and manner of calling, covering , conduct
meeting, quorum requirements, voting system, and
other, matters related to the business affairs of the
general assembly, board of directors, and committees;

 The

general conduct of the affairs of the cooperative

, including the powers and duties of the general
assembly, board of directors, committees and the
officers, and their qualifications and disqualifications;
The manner in which capital may be raise and
purpose for which it can be utilized;
The mode of custody and investment of net surplus;
The accounting and auditing systems.

 The

manner and limitations of loaning and

borrowing, including limitations;
The methods of distribution of net surplus;
The manner of adopting, amending, repealing, and
abrogating By-laws;
A conciliation or mediation mechanism for the
amicable settlement of disputes among members,
directors, officers and committees; and
Other matter pertaining to the purpose and activities
of the cooperative.

MANDATORY CONTENTS OF THE ARTICLES

OF COOPERATION
The

name of the cooperative, which must

include the word cooperative, e.g. Sta. Maria
Multi-Purpose Cooperative;
The purpose or purposes and scope of
business for which the cooperative is to be
registered;
The term of existence of cooperative (not more
than 50 years);
The area of operation and the postal address of
its principal office;

 The

names, nationality and the postal addresses of the

registrants;
The common bond of membership;
The list of names of the directors who shall manage the
cooperative; and
The amount of its share capital, the names and residences
of its contributors, and a statement of whether the
cooperative is primary, secondary or tertiary, in accordance
with Article 23 of R.A 6938. The articles of cooperation shall
be signed by each of the organizers and acknowledged by
them if natural persons, and by the chairpersons or
secretaries, if juridical persons, before a notary public.

surety bond should be secured from a duly

registered insurance or bonding company. Every
director, officer and employee handling funds,
securities or property on behalf of the cooperative
shall be covered by this. The board of directors shall
determine the adequacy of such bonds. The amount
of the bond is to be decided upon by the Board of
Directors, based on the initial network of the
cooperatives which includes the paid-up capital,
membership fees and other assets of the cooperatives
at time of registration.

sworn statement of the treasurer elected by the

subscribers showing that at least twenty-five per
centum (25%) of the authorized share capital has
been subscribed, and at least twenty-five per centum
(25%) of the total subscription has been paid should
be executed and to be attached to the articles of
cooperation. The paid-up share capital shall not be
less than Fifteen thousand pesos (P15, 000.00).

prospective member of a primary cooperative must

have completed a Pre-Membership Education
Seminar (PMES). A Certificate of PMES must be
secured from the training provider.

Four

(4) copies each of the Economic

Survey, Articles of Cooperation and ByLaws duly notarized;
Surety bond of accountable officers;
Treasurer's Affidavit;
Approved Cooperative Name Reservation
Slip;
Certificate of PMES;

General Assembly

Audit/Supervisory
Committee

Board of Directors

Election Committee
Election and Training
Committee

Treasurer

Mediation & Conciliation

Comittee
Secretary
Ethics Committee
Management Staff

POWERS OF THE GENERAL ASSEMBLY

The General Assembly shall be the highest policymaking body of the cooperative. The general
assembly shall have the following powers:
Elect and remove directors, officers, and
committee members for cause;
Hear and pass the upon the reports of the Board
of Directors, officers, and committees;

Arbitrate in disputes or disagreement by and between

members of the board, committees, officers, and
members;
Determine amendments to the Articles of Incorporation
and By-laws
Decide, subject to legal restrictions, on major financial
policy changes;
Exercise final authority on all matters vitally affecting
the cooperative; and
Exercise all the rights and privileges appurtenant to
membership

MEETINGS
A

regular meeting shall be held by the general assembly

on a date fixed in the By-laws, or if not so fixed, on any
date within ninety (90) days after the close of each fiscal
year. Provided, that notice of regular meetings shall be
sent in writing, by posting or publication, or through other
electronic means to all members of record.
Whenever necessary, a special meeting of the general
assembly may be called at any time by a majority of the
board of directors or as provided for in the By-laws.

QUORUM
A

quorum shall consist of at least twenty-five

percent (25%) of all the members entitled to vote.

VOTING SYSTEM
Each

member of a primary cooperative

shall have only one (1) vote. (one man-one
vote policy).

 May

be called at any time by the Board of Directors

in between Annual general assemblies to take up
urgent matters

Special

general assembly shall be convened by the

President within 30 days upon receipt of the call
from:
At least 10% of the membership
The audit and inventory committee
The CDA or its authorized representative; and
The Federation or Union of which the cooperative is a
member.

MANNER OF SELECTION
The members of the board shall be elected by secret
ballot by the general membership at the annual
assembly for a term of 2 years. However, during the
first election after registration, one-half plus one of the
directors garnering the highest number of votes shall
serve for 2 years, the rest for one year. Thereafter, all
directors shall serve for a term of two years
All members in good standing who have the time and
willingness to serve, are qualified to be voted upon as
directors.

DISQUALIFICATIONS
1. Holding any elective position in the government
except that of the barrio councilman
2. Having conflicting interest with the business of
the Coop
3. Having been absent for three (3) consecutive
board meetings without being excused
4. Being a full-time employee of the Kilusang
Bayan

5.Having been convicted of any crime involving moral

turpitude, gross negligence, gross misconduct in the
performance of his duties, or found culpable in any
administrative case involving such offenses
6.Facing as a defendant or respondent, in an
administrative proceeding or civil suit involving
financial/or property accountability
7.Having been associated with any past anomalies in
cooperatives, and
8.Having
been
disqualified
pursuant
to
disqualifications prescribed by the CDA.

POWER OF THE BOARD

The members of the Board of Directors, as a body and
not acting in their individual capacity, shall have the
following duties:
1.

2.

Exercise general supervision and control over the

affairs of the cooperative
Prescribe policies consistent with the law, the By-laws,
resolutions of the membership assembly for the
management of its business, and the guidance of its
members, officers, and employees.

LIABILITY OF THE BOARD MEMBER

Members of the board shall be jointly and severally liable for
transactions, acts, omissions made in violation of law,
regulations of the By-laws, or the decisions of the general
assembly, except those who entered a protest at the time
when such transaction, act, omission was acted upon.
Joint and Severally Liability- any aggrieved party or the
cooperative has the option to go after any member of the
Board or all the members for the performance of an
undertaking or for damages incurred in connection thereto.

MEETINGS OF THE BOARD

QUORUM AT, AND NOTICE OF, BOARD

MEETINGS
Regular

or special- one-half plus one of the

entire membership. Unless dispensed with by
the Board, regular and special meetings shall be
served by the secretary at least 5 days before
each meeting.

VACANCIES
When

a vacancy occurs by reason of death,

incapacity, removal or resignation, the remaining
members of the Board constituting a quorum
shall fill such vacancy. The successor shall
serve the unexpired portion of term. If the
remaining members do not constitute a quorum,
the CDA, shall designate the successor.

REMOVAL OF THE DIRECTOR

Members

of the Board may be removed for cause by a

majority vote of the members in good standing present at a
regular or special general assembly called for the purpose.
The democratic character of cooperatives demands that no
member shall be disenfranchised in his cooperative without
due process of law
On the other hand, officers, appointed or elected by the
Board or the committee, may be removed for cause by the
Board or the committee concerned by a majority vote of all
its members after giving the director or committee member
sought to be removed and an opportunity to be heard.

The By-laws shall provide for the creation of the

following committees:
1.Audit committee - elected by GA
2.Election committee - elected by GA
3.Mediation and Conciliation committee
appointed by BOD
4.Ethics committee - appointed by BOD
5.Education committee - appointed by BOD
6.Other committees as may be necessary for the
conduct of the affairs of the cooperative (ex.
Credit committee)

ELECTION COMMITTEE
Formulate

election rules and guidelines and

recommend to the General/Representative
Assembly for approval
Implement election rules and guidelines duly
approved by the General/Representative Assembly
Recommend necessary amendments to the election
rules and guidelines, in consultation with the Board
of Directors, for the General/Representative
Assemblys approval

 Supervise

the conduct, manner and procedure of

election and other election related activities and act
on the changes thereto
Canvass and certify the results of the election
Proclaim the winning candidates
Decide election and other election related cases
except those involving the Election Committee or
its members
Perform such other functions as prescribed in the
By-laws or authorized by the
General/Representative Assembly

AUDIT COMMITTEE
Monitor

the adequacy and effectiveness of the

cooperatives management and control system
Audit the performance of the cooperative and its
various responsibility center
Perform such other functions as may be
prescribed in the By-laws or authorized by the
General/Representative Assembly

 Review

continuously and periodically the books

of account and other financial records to ensure
that these are in accordance with the
cooperative principles and generally accepted
accounting procedures
Submit reports on the result of the internal audit
and recommend necessary changes on policies
and other related matters on operation to the
Board of Directors and General/Representative
Assembly

MEDIATION AND CONCILIATION

COMMITTEE
Formulate

and develop the ConciliationMediation Program and ensure that it is properly

implemented
Monitor Conciliation-Mediation programs and
processes
Submit semi-annual reports of cooperative cases
to the Authority within fifteen (15) days after the
end of every semester

 Accept

and file Evaluation Reports

Submit recommendations for improvements to
the Board of Directors
Recommend to the Board of Directors any
member of the cooperative for ConciliationMediation Training as Cooperative ConciliatorMediator
Issue the Certificate of Non-Settlement (CNS)
Perform such other functions as may be
prescribed in the By-laws or authorized by the
General/Representative Assembly

ETHICS COMMITTEE
Develop

Code of Governance and Ethical

Standards to be observed by the members,
officers and employees of the cooperative
subject to the approval of the Board of Directors
and ratification of the General/Representative
Assembly
Disseminate, promote and implement the
approved Code of Governance and Ethical
standards

 Monitor

compliance with the Code of Governance and

Ethical Standards and recommend to the Board of
Directors measures to address the gap, if any
Conduct initial investigation or inquiry upon receipt of a
complaint involving Code of Governance and Ethical
Standards and submit report to the Board of Directors
together with the appropriate sanctions
Recommend ethical rules and policy to the Board of
Directors
Perform such other functions as may be prescribed in the
By-laws or authorized by the General/Representative
Assembly

OTHER COMMITTEES
Other

Committees that may be created shall

assist in the formulation of policies and rules
and in the implementation of the service of the
cooperative. Their powers, functions, and
responsibilities shall be defined in the By-laws.

CHAIRMAN
1. Shall preside over all meetings of the
cooperative and the Board of Directors.
2. Perform any and all duties usually performed by
a presiding officer
3. Sign all stock certificates, revolving fund
certificates, and such other papers of the
cooperative
4. Perform such other duties as the Board of
Directors may prescribe.

VICE-CHAIRMAN
Shall perform the duties of the chairman in the
absence or disability of the latter. In the event of
death, resignation, removal of the chairman, the
board may elect a successor.
Act as ex-officio chairperson of the Education and
Training Committee; And
Perform such other duties as may be delegated by
the Board of Directors

TREASURER
1. Take custody of all money, securities, and papers of
the cooperative
2. Keep complete record of its cash transactions for the
establishment and proof of his cash position at any
given time and date
3. Pay upon the recommendation of the manager or as
authorized by the Board of Directors, all money
transactions certify to the correctness of the cash
position of the cooperative in all financial statements
and reports submitted to the Board of Directors

4. Turn over all money, securities, papers, books,

and other property belonging to the cooperative
that he may have in his possession upon
election or appointment of his successor
5. Post an adequate bond, the expenses of which
shall be paid by the cooperative, to assure the
faithful performance of his duties, and
6. Perform the duties of the secretary in the
latters absence or inability to perform his duties.

SECRETARY
1. Keep complete list of all members and maintain a correct
record of all meetings of the Board of Directors and general
assembly;
2. Give notices of all meetings called;
3. Keep and maintain the stock transfer book and serve as
custodian of the corporate seal of the Kilusang Bayan
(cooperative)
4. Turn over to his successor all bonds and other properties in
his possession belonging to the cooperative;
5. Perform the duties of the treasurer in case the latters absence
or inability to perform his duties

MANAGEMENT STAFF
Appointed

by the Board
Headed by a General Manager
In charge of day to day affairs of the cooperative
entrusted to them
Implement the policies of the Board and the
membership assembly to attain the objectives of the
coop
Members of the management staff are the policy
implementers of the cooperative, and as such, they shall
be responsible to the Board for the performance of their
functions.

DUTIES OF THE GENERAL MANAGER

The manager, under policies set by the Board of
Directors, shall have general charge of all the
phases of the business operations of the
cooperative. Upon the appointment of his
successor, he shall turn over to him all money
property and other assets belonging to the
cooperative which he has in his possessions or
over his control.

He shall maintain his records and accounts in such

manner that the true and correct condition of the
business of the cooperative may be ascertained there
from at any time. He shall render annual reports in the
form and in the manner prescribed by the Board of
Directors, and shall preserve the books, documents,
correspondence, and records of whatever kind
pertaining to the business which may come into his
possession.
Subject to the policies that may be promulgated by the
Board of Directors, he may employ, supervise, and
dismiss any agent and employee in the management
force.

NO PERSON SHALL BE APPOINTED TO THE

POSITION OF ACCOUNTANT
UNLESS HE POSSESSES THE FOLLOWING
QUALIFICATIONS:

Bachelor Degree in Accountancy

Must have at least 2 years experience in
cooperative business
Must be honest and must have a deep sense of
responsibility

Must not engaged directly or indirectly in any

business similar to that handled by Kilusang
Bayan
Must not be facing or have been convicted of any
administrative or criminal case involving moral
turpitude, gross negligence, or grave misconduct
in the performance of his duties.
He must not be addicted to any form of gambling or
immoral or vicious habits.
He must be willing to undergo pre-service and /or inservice training.

DUTIES OF THE ACCOUNTANT

He shall install adequate and effective

accounting system in the cooperative.

He shall render monthly/annual(as may require)

reports to the Board of Directors on the
financial condition and operation.

He shall coordinate with the manager and the

audit and inventory committee in assisting the
Board in the preparation of annual budgets.
He shall assist the chairman in preservation of
the books of accounts, documents, vouchers,
contracts, and records of whatever kind
pertaining to the business of the cooperative
which may come into his possession.

Subject to the approval of the general assembly, the

members of the Board and Committees may, in
addition to per diems for actual attendance to board
and committee meetings, and reimbursement of actual
and necessary expenses while performing functions in
behalf of the cooperative, be given regular
compensation; Provided, further, that the directors
and officers shall not be entitled to any per diem when,
if in the preceding calendar year, the cooperative
reported a net loss or had a dividend rate less than the
official inflation rate for the same year.

THANK YOU!!
Submitted by:
Metran , Russel D.

Submitted to:
Mrs. Caridad Flores,

Copyright
2014
All Rights Reserved