BY-LAWS

of
Marketing Cooperative

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned Filipino citizens, of legal age, and residents of the Philippines,
representing at least majority of the members of this Marketing Cooperative, do hereby
adopt this By-laws.

Article I Purposes and

Goals

The purposes and goals of this Cooperative are those set forth in its Articles of
Cooperation.

Article II
Membership

Section 1. Kinds of Membership. This Cooperative shall have regular and associate
members. (Admission of associate member is optional)

Regular Members are those who have complied with all the membership
requirements and are entitled to all the rights and privileges of membership.

Associate Members are those who have no right to vote nor be voted upon and are
entitled only to limited rights, privileges and membership duration as provided in
the By-laws of the Cooperative, the Philippine Cooperative Code of
2008, and its Implementing Rules and Regulation.

An associate member who meets the minimum requirements of regular

membership and continues to patronize the Cooperative for two (2) years, and signifies
his/her intention to remain a member shall be considered a regular member.

Section 2. Qualifications for Membership - The membership of this Cooperative is

open to all natural persons, Filipino citizens, of legal age, with capacity to contract and,
within the common bond and field of membership described as follows:

1. Regular Members
a.
b.
c.
2. Associate Members
a.
b.
c.

Section 3. Requirements for Membership.

A member must have complied with the following requirements:

a. Approved application for membership;

b. Certificate of completion of the prescribed Pre-Membership Education
Seminar (PMES);
c. Subscribed and paid the required minimum share capital and
membership fee; and
d.

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Section 4. Application for Membership. An applicant for membership shall file a duly
accomplished form to the Board of Directors who shall act upon the application within
( ) days from the date of filing. The Board of Directors shall devise a form for
the purpose which shall, aside from the personal data of the applicant, include the
duties of a member to participate in all programs including but not limited to
capital build-up and savings mobilization of the Cooperative and, such other
information as may be deemed necessary.

The application form for membership shall include an undertaking to uphold the By-
laws, policies, guidelines, rules and regulations promulgated by the Board of Directors
and the general assembly. No application for membership shall be given due course
if not accompanied with a membership fee of
(Php ), which shall be refunded to the applicant in case of rejection.

Section 5. Appeal. An applicant whose application was denied by the Board of Directors
may appeal to the General Assembly and the latter’s decision shall be final. For this
purpose, the General Assembly may opt to create an appeal and Grievance
Committee/Membership Committee. The Appeal and Grievance Committee/ Membership
Committee shall decide appeals on membership application within thirty (30) days upon
receipt thereof.

Section 6. Minimum Share Capital Requirement. An applicant for regular membership

shall subscribe at least ( ) shares and pay the value of at least
( ) shares upon approval of his/her membership.
An applicant for associate membership shall subscribe at least
( ) shares and pay the value of at least ( ) shares upon approval
of his/her membership.
However, no member shall own or hold more than ten percent (10%) of the
total subscribed share capital of the Cooperative.

Section 7. Duties and Responsibilities of a Member. Every member shall have the
following duties:

a) Pay the installment of his/her share capital subscription as it falls due and to
participate in the capital build-up and savings mobilization activities of the
Cooperative;

b) Patronize the Cooperative’s business(es) and services;

c) Participate in the membership education programs and other activities and affairs
of the Cooperative;

d) Attend and participate in the deliberation of all matters taken during

General Assembly meetings;

e) Observe and obey all lawful orders, decisions, rules and regulations adopted
by the Board of Directors and the General Assembly.

Section 8. Rights and Privileges of Members. A member shall have the following
rights and privileges:

Regular Members

a. Attend general membership meetings;

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 b. Avail himself of the services of the Cooperative, subject to certain conditions
as may be prescribed by the Board of Directors;
c. Inspect and examine the books of accounts, the audited financial statements,
the minutes books, the share register, and other records of the Cooperative during
reasonable office hours;
d. Secure copies of Cooperative records/documents pertaining to the
account information of the concerned member;
e. Participate in the continuing education and other training programs of the
Cooperative; and
f. Such other rights and privileges as may be granted by the General
Assembly.

Associate Members

a) Attend general membership meetings;

b) Avail themselves of the services of the Cooperative, subject to certain
conditions as may be prescribed by the Board of Directors;
c) Inspect and examine the books of accounts, the audited financial
statements, the minutes books, the share register, and other records of the
Cooperative during reasonable office hours;
d) Secure copies of Cooperative records/documents pertaining to the account
information of the concerned member;
e) Such other rights and privileges as may be granted by the General
Assembly.

Section 9. Members Entitled to Vote. Any regular member who meets the following
conditions is a member entitled to vote:

a. Paid the membership fee and the value of the minimum shares required
for membership;

b. Not delinquent in the payment of his/her share capital subscriptions and other
accounts or obligations;

c. Has completed the continuing education program prescribed by the

Board of Directors;

d. Has participated in the affairs of the Cooperative and patronized its businesses
in accordance with cooperative’s policies and guidelines; and

e. .

Failure of the member to meet any of the above conditions shall mean suspension
of voting until the same have been lifted upon the determination of the Board of
Directors.

Consequently, a member entitled to vote shall have the following additional rights:

a. Participate and vote on all matters deliberated upon during General

Assembly meetings;

b. Seek any elective or appointive position, subject to the provisions of this By-
laws and the Philippine Cooperative Code of 2008; and

c. Such other rights and privileges as may be provided by the General

Assembly.

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Section 10. Liability of Members. A member shall be liable for the debts of the
Cooperative only to the extent of his/her subscribed share capital.

Section 11. Termination of Membership. Termination of membership may be automatic,

voluntary or involuntary, which shall have the effect of extinguishing all rights
of a member in the Cooperative, subject to refund of share capital contributions under
Section 13 hereof.

a. Automatic Termination of Membership. The death or insanity of a member

shall be considered an automatic termination of his/her membership in
the Cooperative: Provided, however, that in case of death or insanity of a
member of a Cooperative, the next-of-kin shall assume the duties and
responsibilities of the original member.

Failure of the associate member to meet the minimum requirement of regular

membership, to continue to patronize the products and services of the
Cooperative for two (2) years, and signify his/her intention to become regular member
shall automatically terminate his/her membership.

b. Voluntary Termination. A member may, for any valid reason, withdraw

his/her membership from the Cooperative by giving a sixty (60) day notice to
the Board of Directors.

c. Involuntary Termination. A member may be terminated by a vote of the majority

of all the members of the Board of Directors for any of the following causes:

i. Has not patronized the service(s)/business(es) of the

Cooperative as provided for in the policies of the cooperative;
ii. Has continuously failed to comply with his/her obligations as
provided for in the policies of the Cooperative;
iii. Has violated any provision of this By-laws and the policies of the
Cooperative; and
iv. For any act or omission injurious or prejudicial to the interest
or the welfare of the Cooperative, as defined by the General
Assembly.

Section 12. Manner of Involuntary Termination. The Board of Directors shall notify in
writing the member who is being considered for termination and shall give him/her the
opportunity to be heard.

The written decision of the board of directors shall be communicated in person

or by registered mail to said member and is appealable within thirty (30) days from
receipt thereof to the General Assembly or Appeal and Grievance Committee/Membership
Committee, as the case may be, whose decision shall be final.

Section 13. Refund of Share Capital Contribution. A member whose membership is

terminated shall be entitled to a refund of his/her share capital contribution and all
other interests in the Cooperative. However, such refund shall not be made if upon
payment the value of the assets of the Cooperative would be less than the aggregate
amount of its debts and liabilities exclusive of his/her share capital contribution. In
which case, the member shall continue to be entitled to the interest of his/her share
capital contributions, patronage refund and the use of the services of the Cooperative
until such time that all his/her interests in the Cooperative shall have been duly paid

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 Article III
Administration

Section 1. The General Assembly (GA). The General Assembly is composed of all the
members entitled to vote, duly assembled and constituting a quorum and is the highest
policy-making body of the Cooperative.

Section 2. Powers of the General Assembly. Subject to the pertinent provisions

of the Cooperative Code and the rules issued thereunder, the General Assembly
shall have the following exclusive powers which cannot be delegated:

a) To determine and approve amendments to the Cooperative Articles of

Cooperation and By-laws;

b) To elect or appoint the members of the Board of Directors, and to remove

them for cause; and

c) To approve developmental plans of the Cooperative;

Section 3. Meetings. Meetings of the General Assembly, may be regular or special. All
proceedings and business(es) undertaken at any meeting of the General Assembly, if
within the powers or authority of the Cooperative, there being a quorum, shall be valid.

Regular and associate members are required to attend the meetings for the purpose
of exercising all the rights and performing all the obligations pertaining to
them, as provided by the Code, Articles of Cooperation and By- Laws.

Section 4. Regular General Assembly Meeting. The General Assembly shall

hold its annual regular meeting every (shall not be beyond

ninety (90) days after the close of its calendar year) at the principal office of the
Cooperative or at any place as may be determined by the Board.

Section 5. Special General Assembly Meeting. The Board of Directors may, by a majority
vote of all its members, call a Special General Assembly meeting at any time to
consider urgent matters requiring immediate membership decision. The Board of
Directors must likewise call a Special General Assembly meeting within one (1) month
from receipt of a written request from:

a. at least ten percent (10%) of the total number of members entitled to vote;
b. the Audit Committee; or
c. the Federation or Union to which the Cooperative is a member; or d. upon
Order of the Cooperative Development Authority.

Section 6. Notice of Meeting. All notices of meetings shall be in writing and shall include
the date, time, place, and agenda thereof stated therein.

a. Regular General Assembly Meeting. Notice of the annual Regular General

Assembly meeting shall be served by the Secretary, personally or his/her duly
authorized representative, by registered mail, or by electronic means to
all members of record at his/her last known postal address, or by posting or
publication, or through other electronic means, at least one (1) week before the
said meeting. It shall be accompanied with an agenda, minutes of meeting of
the last General Assembly
meeting, consolidated reports of the Board of Directors and Committees,

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 audited financial statements, and other papers which may assist the
members to intelligently participate in the proceedings.

b. Special General Assembly Meeting. Notice of any Special General Assembly

meeting shall be served by the Secretary personally or his/her duly authorized
representative, by registered mail, or by electronic means upon each members who
are entitled to vote at his/her last known postal address, or by posting or
publication, or through other electronic means, at least one (1) week before the
said meeting. It shall state the purpose and, except for related issues, no
other business shall be considered during the meeting.

c. Waiver of Notice. Notice of any meeting may be waived, expressly or impliedly,

by the member concerned.

Section 7. Order of Business. As far as practicable, the order of business of a Regular

General Assembly meeting shall be:

a. Call to Order;
b. Proof of due notice;
c. Roll Call;
d. Reading, consideration and approval of the minutes of the previous
meeting;
e. Presentation and approval of the reports of the Board of
Directors, officers, and the committees, including
Cooperative Annual Progress Report and all other required
reports;
f. Unfinished business;
g. New business;

i. Election of directors and committee members;

ii. Approval of Development and/or Annual Plan and
Budget;
iii. Hiring of External Auditor; and iv.
Other related business matters

h) Announcements; and i)
Adjournment

Section 8. Quorum for General Assembly Meeting. During Regular or Special General
Assembly meeting, (at least twenty-five percent) of the total number of members
entitled to vote shall constitute a quorum.

Section 9. Voting System. Only members entitled to vote shall be qualified to participate
and vote in any General Assembly meeting. A member is entitled to one vote only
regardless of the number of shares he/she owns.

Election or removal of Directors and Committee members shall be by secret

ballot. Action on all matters shall be in any manner that will truly and correctly reflect
the will of the membership. No proxy and/or cumulative voting shall be allowed.

Article IV Board of
Directors

Section 1. Composition of the Board of Directors (BOD). The Board of

Directors shall be composed of (it should be odd number, not less than 5
nor more than 15) members.

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Section 2. Functions and Responsibilities. The Board of Directors shall have the following
functions and responsibilities:

a. Provide over-all policy direction;

b. Formulate development plan;
c. Review the annual plan and budget and recommend for the approval of
the General/Representative Assembly;
d. Evaluate the capability and qualification and recommend for the approval
of the General/Representative Assembly the engagements of
the services of an External Auditor;
e. Appoint and terminate, based on just cause, the General Manager or
Chief Executive Officer (CEO);
f. Review, monitor and evaluate the effectiveness of the programs,
projects and activities;
g. Formulate and review the vision, mission and goals of the Cooperative;
h. Establish risk management system;
i. Establish performance evaluation system at all levels;
j. Review and approve the organizational and operational structures;
k. Establish policies and procedures for the effective operation and ensure
proper implementation of such;
l. Appoint the members of the Mediation and Conciliation Committee, Ethics
Committee, Education and Training Committee and other Officers as
specified in the Code and By-laws of the Cooperative;
m. Decide election-related cases involving the Election Committee and its members;
n. Act on the recommendation of the Ethics Committee on cases involving violations
of the Code of Governance and Ethical Standards;
o. Ensure compliance by the Cooperative with the regulations of the Authority
and other statutory requirements of appropriate government agencies;
p. Report to the General/Representative Assembly the performance and
achievements of the Cooperative;
q. Present to the General/Representative Assembly policies which require
confirmation as provided under the law, the Cooperative By-laws, and
regulations;
r. Present to the General/Representative Assembly the financial, social and
performance reports; and
s. Perform such other functions as may be authorized by the
General/Representative Assembly.

Section 3. Qualifications. Any member who is entitled to vote and has the following
qualifications can be elected or continue as member of the Board of Directors:

a. Has paid the minimum capital requirement;

b. Has no delinquent account with the Cooperative;
c. Has continuously patronized the Cooperative services;
d. A member in good standing for the last two (2) years;
e. Completed or willingness to complete within the prescribed period the required
education and training whichever is applicable; and
f. (Other qualifications)

Section 4. Disqualifications. Any member who is under any of the following circumstances
shall be disqualified to be elected as a member of the Board of Directors, or to continue
as such:

a. Holding any elective position in the government, except that of a party list
representative being an officer of a Cooperative he/she represents;
b. Members holding any other position directly involved in the day-to-day
operation and management of the Cooperative;

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 c. Having direct or indirect personal interest with the business of the
Cooperative;
d. Having been absent for consecutive meetings or in more

than percent ( ) of all meetings within the twelve (12) month

period unless with valid excuse as approved by the Board of Directors;
e. Being an official or employee of the Cooperative Development Authority,
except in a Cooperative organized among themselves;
f. Having been convicted by final judgement in administrative proceedings or
civil/criminal suits involving financial and/or property accountability;
and
g. Having been disqualified by law.

Section 5. Procedure for Disqualifications.

The procedure for disqualification shall be provided in the election guidelines or policy of the
Cooperative.

Section 6. Election of Directors. The members of the Board of Directors shall be

elected by secret ballot by members entitled to vote during the a nnual Regular General
Assembly meeting or Special General Assembly meeting called for the purpose. Unless
earlier removed for cause, or have resigned or become incapacitated, they shall hold
office for a term of ( ) years or until their successors shall have been elected
and qualified; Provided, that majority of the elected directors obtaining the highest
number of votes during the first election after registration shall serve for two (2) years,
and the remaining directors for one (1) year. Thereafter, all directors shall serve for a
term of two (2) years. The term of the cooperators-directors shall expire upon the
election of their successors in the first Regular General Assembly after registration.

Section 7. Election of Officers within the Board. The Board of Directors shall convene
within ten (10) days after the General Assembly meeting to elect by secret ballot
from among themselves the Chairperson and the Vice- Chairperson, and to elect
or appoint the Secretary and Treasurer from outside of the Board.

For committees elected by the General Assembly and/or appointed by the Board
of Directors, procedural process of electing the Chairperson, Vice- Chairperson or
other positions among themselves should be in accordance with the process mentioned
above.

Section 8. Meeting of the Board of Directors. The regular meeting of the Board of
Directors shall be held at least once a month. However, the Chairperson or
majority of the directors may at any time call a Special Board meeting to consider
urgent matters. The call shall be addressed and delivered through the Secretary stating
the date, time and place of such meeting and the matters to be considered. Notice of
special meetings of the Board of Directors, shall be served by the Secretary in writing
or through electronic means to each director at least one (1) week before such meeting.

Majority of the total number of Directors constitutes a quorum to transact business.

Any decision or action taken by the majority members of the Board of Directors in a
meeting duly assembled shall be a valid cooperative act.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors by reason of

death, incapacity, removal or resignation may be filled-up within thirty (30) days
by a majority vote of the remaining directors, if still constituting a quorum;
otherwise, such vacancy shall be filled by the General Assembly in a regular or special
meeting called for the purpose. The elected director shall serve only for the unexpired
term of his/her predecessor in office.

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 In the event that the General Assembly failed to muster a quorum to fill the
positions vacated by directors whose term have expired and said directors refuse to
continue their functions on a hold-over capacity, the remaining members of the
Board together with the members of the Audit Committee shall designate, from the
qualified regular members of the General Assembly, their replacements who shall serve
temporarily as such until their successors shall have been elected and qualified in a
Regular or Special General Assembly meeting called for the purpose.

If a vacancy occurs in any elective committee it shall be filled by the remaining

members of the said committee, if still constituting a quorum, otherwise, the Board,
in its discretion, may appoint or hold a special election to fill such vacancy.

Section 10. Removal of Members of the Board of Directors and Committee

Members. All complaints for the removal of any elected officer shall be filed with the
Board of Directors and such officer shall be given the opportunity to be heard. Majority
of the Board of Directors may place the officer concerned under preventive
suspension pending the resolution of the investigation. Upon finding of a prima facie
evidence of guilt, the Board of Directors shall present its recommendation for
removal to the General Assembly. For this purpose, the Board of Directors shall
provide a policy on suspension in consultation with the Ethics Committee subject to
the approval of the General Assembly.

An elective officer may be removed by three-fourths (¾) of the regular members

present and constituting a quorum, in a Regular or Special General Assembly meeting
called for the purpose. The officer concerned shall be given the opportunity to be
heard at said assembly. The decision of the General Assembly on the matter is final
and executory.

In cases where the officers sought to be removed consist of the majority of the
Board of Directors, at least 10% of the members with voting rights may file a petition
with the Cooperative Development Authority to call a Special General Assembly
meeting for the purpose of removing the Board of Director/s upon failure of the Board
of Directors to call an assembly meeting to commence the proceeding for their removal.

An officer appointed by the Board of Directors may be removed from office

for cause by a majority vote of all the members of the Board of Directors.

Section 11. Prohibitions. Any member of the Board of Directors shall not hold any
other position directly involved in the day-to-day operation and management of the
Cooperative nor engage in any business similar to that of the Cooperative or who in any
way has a conflict of interest with it.

The extent of conflict of interest shall be clearly defined in the policy of the
Cooperative.

Article V
Committees

Section 1. Audit Committee. An Audit Committee shall be composed of three (3)

members to be elected during a General Assembly meeting and shall hold office for a
term of one (1) year or until their successors shall have been elected and qualified.
Within ten (10) days after their election, they shall elect from among themselves a
Chairperson, Vice-Chairperson and a Secretary. No member of the committee shall
hold any other position within the Cooperative

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during his/her term of office. The Committee shall provide internal audit service,
maintain a complete record of its examination and inventory, and submit an audit
report quarterly or as may be required by the Board and the General Assembly.

The Audit Committee shall be directly accountable and responsible to the

General Assembly.

Section 2. Functions and Responsibilities. The Audit Committee shall:

a. Audit the performance of the cooperative and its various responsibility centers;

b. Monitor the adequacy and effectiveness of the Cooperative's

management and internal control system;

c. Review continuously and periodically the books of account, financial records,

and policies governing internal control, accounting and risk management to
ensure that these are in accordance with the Cooperative principles and
generally accepted accounting procedures;

d. Review the internal audit report of the Cooperative;

e. Follow up actions on the internal and external audit

recommendations;

f. Discuss the result of the internal audit with the Board of Directors;

g. Submit reports on the result of the internal audit and recommend

necessary changes on policies and other related matters on operation to the
General/Representative Assembly;

h. Review, approve or amend the report and recommendation of the Ethics

Committee involving violations of the Code of Governance and Ethical
Standards if the remaining members of the Board of Directors fail to act on
said report and recommendation within a period of thirty (30) days, or the
violation is committed by the majority of the Board of Directors; and

i. Perform such other functions as may be prescribed in the By-laws or

authorized by the General/Representative Assembly.

Section 3. Election Committee. An Election Committee shall be composed of three (3)

members to be elected during a General Assembly meeting and shall hold office for a
term of one (1) year or until their successors shall have been elected and qualified.
Within ten (10) days after their election they shall elect from among themselves a
Chairperson, Vice-Chairperson and a Secretary. No member of the committee shall hold
any other position within the Cooperative during his/her term of office.

Section 4. Functions and Responsibilities. The Election Committee shall:

a. Formulate election rules and guidelines and recommend to the

General/Representative Assembly for approval;

b. Recommend necessary amendments to the election rules and guidelines,

in coordination with the Board of Directors, for the
General/Representatives Assembly's approval;

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 c. Implement election rules and guidelines duly approved by the
General/Representative Assembly;

d. Supervise the conduct, manner and proceedings of election and other

election- related activities and act on the changes thereto;

e. Canvass and certify the results of the election;

f. Proclaim the winning candidates;

g. Decide election and other election-related cases except those

involving the Election Committee or its members; and

h. Perform such other functions as prescribed in the By-laws or

authorized by the General/Representative Assembly.

Section 5. Education and Training Committee. An Education and Training Committee

shall be composed of three (3) members to be appointed by the Board of Directors
and shall serve for a term of one (1) year, without prejudice to their reappointment.
Within ten (10) days after their appointment, they shall elect from among themselves a
Vice-Chairperson and a Secretary. The Vice- Chairperson of the Board of Directors
shall act as the Chairperson of the Committee.

The committee shall be responsible for the planning and implementation of the
information, educational and human resource development programs of the Cooperative
for its members, officers and the communities within its area of operation.

Section 6. Functions and Responsibilities. The Education and Training

Committee shall:

a. Keep members, officers, staff well-informed regarding Cooperative’s

goals/objectives, policies & procedures, services, etc.;
b. Plan and implement educational program for coop members, officers and staff;
c. Develop promotional and training materials for the Cooperative; and
d. Conduct/Coordinate training activities.

Section 7. Mediation and Conciliation Committee. A Mediation and Conciliation

Committee shall be composed of three (3) members to be appointed by the
Board of Directors. Within ten (10) days after their appointment, they shall
elect from among themselves a Chairperson, Vice- Chairperson and a Secretary who
shall serve for a term of one (1) year or until their successors shall have been appointed
and qualified and without prejudice to their reappointment. No member of the
Committee shall hold any other position in the Cooperative during his/her term of office.

Section 8. Functions and Responsibilities. The Mediation and Conciliation

Committee:

a. Conduct mediation-conciliation proceedings and services;

b. Formulate, develop and improve the Conciliation-Mediation policies,

guidelines and program and ensure its proper implementation;

c. Monitor Conciliation-Mediation program and processes;

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 d. Submit semi-annual reports of cooperative cases to the Authority within
fifteen (15) days after the end of every semester;

e. Accept and file Evaluation Reports;

f. Submit recommendations for improvement to the Board of Directors;

g. Recommend to the Board of Directors any member of the cooperative for

Conciliation-Mediation Trainings as Cooperative Conciliator- Mediator;

h. Issue the Certificate of Non-Settlement ( CNS);

i. Act as conciliator-mediator during their term, provided the persons who will
mediate are mutually selected by both parties; and

j. Perform such other functions as may be prescribed in the By-laws or

authorized by the Board of Directors.

Section 9. Ethics Committee. An Ethics Committee shall be composed of three (3)

members to be appointed by the Board of Directors. Within ten (10) days after their
appointment, they shall elect from among themselves a Chairperson, Vice-Chairperson
and a Secretary who shall serve for a term of one (1) year or until their successors
shall have been appointed and qualified and without prejudice to their reappointment.
No member of the Committee shall hold any other position in the Cooperative during
his/her term of office.

Section 10. Functions and Responsibilities. The Ethics Committee shall:

a. Formulate, develop, implement and monitor the Code of Governance and

Ethical Standards (CGES) to be observed by the members, officers and employees
of the cooperative subject to the approval of the Board of Directors and ratification
by the General/Representative Assembly;

b. Conduct initial investigation or inquiry, upon receipt of a complaint involving

violations of the Code of Governance and Ethical Standards;

c. Submit report on its recommendation together with the appropriate sanctions,

to the Board of Directors for its proper action, or to the remaining
members of the Board of Directors, if the violation is committed by
any members of the Board of Directors. Provided, that if the remaining
members of the Board of Directors fail to act on the report within a period
of thirty (30) days, or the violation is committed by the majority of the Board
of Directors, the Audit committee shall act on the same; and

d. Perform such other functions as may be prescribed in the By-laws or authorized

by the Board of Directors.

Section 11. Gender and Development (GAD) Committee. – A Gender and Development
(GAD) Committee shall be composed of three ( 3) members to be appointed by the
Board of Directors provided that at least one member shall come from the Board. The
Committee shall elect from among themselves a Chairperson. The Committee members
shall hold office until replaced by the Board.

Section 12. Functions and Responsibilities. The Gender and Development

(GAD) Committee shall:

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 a. Conduct gender analysis;
b. Develop and recommend Gender and Development ( GAD )and Gender
Equality (GE )policies and programs/activities/projects to the Board;
c. Monitor and assess progress in the implementation of Gender and
Development (GAD) programs/activities/projects towards achieving
Gender Equality (GE );
d. Submit report to the Board; and e.
Provide directional guidance.

Section 13. GAD Focal Person. A GAD Focal Person (GFP) shall be designated by the
Board upon recommendation of the management. He or she must be an employee of
the cooperative and shall perform GFP roles as additional function.

Section 14. Functions and Responsibilities of GAD Focal Person (GFP).

a. Coordinates and reviews implementation of GAD

programs/activities/projects based on approved plans and budget;
b. Prepares performance reports and recommends policy improvements to the
GAD Committee;
c. Gathers and analyzes gender-related information and other data; and d.
Provides administrative services to the GAD Committee.

Section 15. GAD Education and Training Program. The Cooperative shall identify GAD
and GE-related education and training programs. These shall be included in the annual
education and training plan.

Section 16. GAD Support Systems and Services. The Cooperative shall implement
other services that address GAD and GE issues and concerns. It shall also develop and
establish necessary support systems that will enhance implementation of the GAD and GE
services of the Cooperative.

Section 17. Other Committees. The Board of Directors may create such other
committees as may be deemed necessary for the operation of the Cooperative.

Section 18. Qualification and Disqualification of Committee Members. The qualification

and disqualification of the Board of Directors shall also apply to all the members of the
committees.

Article VI
Officers and Management Staff of the Cooperative

Section 1. Officers and their Duties. The officers of the cooperative shall include the
Members of the Board of Directors, Members of the Different Committees, General
Manager/Chief Executive Officer, Secretary and Treasurer who shall serve according
to the functions and responsibilities of their respective offices as follows:

a. Chairperson – The Chairperson shall:

i. Set and prepare the agenda for board meetings in coordination with the
other members of the Board of Directors;

ii. Preside all meetings of the Board of Directors and

General/Representative Assembly;

iii. Sign contracts, agreements, certificates and other documents on behalf

of the cooperative as authorized by the Board of Directors

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 or by the General/Representative Assembly as prescribed in their
By-laws; and
iv. Perform such other functions as may be authorized by the Board of
Directors.

a. Vice-Chairperson – the Vice-Chairperson shall:

i. Perform all duties and functions of the Chairperson in the

absence of the latter; and

ii. Perform such other duties as may be delegated to him/her by the

Board of Directors.

b. Treasurer– The Treasurer shall:

i. Ensure that all cash collections are deposited in accordance with the
policies set by the Board of Directors;

ii. Have custody of funds, securities, and documentations relating to assets,

liabilities, income and expenditures;

iii. Monitor and review the financial management operations of the

cooperative, subject to such limitations and control as may be prescribed
by the Board of Directors;

iv. Ensure the maintenance of full and complete records of cash

transactions;

v. Ensure maintenance of a Petty Cash Fund;

vi. Maintain a Daily Cash Position Report; and

vii. Perform such other functions as may be prescribed in the By-laws or

authorized by the Board of Directors.

c. Secretary– The Secretary shall:

i. Keep an updated and complete registry of all members;

ii. Record, prepare and maintain records of all minutes of meetings of the
Board of Directors and the General/Representative Assembly;

iii. Ensure that the necessary actions and decisions of the Board of Directors
are transmitted to the management for compliance and implementation;

iv. Issue and certify the list of members who are entitled to vote as determined
by the Board of Directors;

v. Prepare and issue Share Certificates and maintain the share and transfer
book;

vi. Serve notice of all meetings called and certify the presence of quorum
in the conduct of all meetings of the Board of Directors and the
General/Representative Assembly;

vii. Keep copies of the Treasurer's reports and other reports;

viii. Serve as custodian of the cooperative seal; and

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 ix. Perform such other functions as may be prescribed in the By-laws or
authorized by the Board of Directors.

d. General Manager. The General Manager shall:

i. Oversee the overall day to day business operations of the

cooperative by providing direction, supervision, management and
administrative control over all the operating departments subject to such
limitations as may be set forth by the Board of Directors or the
General/Representative Assembly;

ii. Assist the Board of Directors in the formulation of the

Cooperative's Development Plan including Annual Plan and Budget,
Programs and Projects, for approval of the
General/Representative Assembly;

iii. Provide systems and procedures in the implementation of policies;

iv. Implement the duly approved plans and programs of the

cooperative and any other directive or instruction of the Board of
Directors;

v. Provide and submit to the Board of Directors monthly reports on the

status of the cooperative's operation vis-a-vis its targets and recommend
appropriate policy or operational changes, if necessary;

vi. Represent the cooperative in any agreement, contract, business dealing,

and in any other official business transaction as may be authorized by the
Board of Directors;

vii. Ensure compliance with all administrative and other requirements of

regulatory bodies; and

viii. Perform such other functions as may be prescribed in the By-laws delegated
by the Board of Directors or authorized by the
General/Representative Assembly.

Section 2. Liabilities of Directors, Officers and Committee Members. Directors, officers

and committee members, who willfully and knowingly vote for or assent to patently
unlawful acts, or who are guilty of gross negligence or bad faith in directing the affairs
of the Cooperative or acquire any personal or pecuniary interest in conflict with
their duties as Directors, officers or committee members shall be liable jointly
and severally for all damages resulting therefrom to the Cooperative, members and other
persons.

When a director, officer or committee member attempts to acquire, or acquires in

violation of his/her duties, any interest or equity adverse to the Cooperative in respect
to any matter which has been reposed in him/her in confidence, he/she shall, as a
trustee for the Cooperative, be liable for damages or loss of profits which otherwise
would have accrued to the Cooperative.

Section 3. Management Staff. The core management team of the cooperative composed
of manager, cashier, bookkeeper, accountant, and other position as provided for in the
Human Resource Manual shall take charge of the day-to- day operations of the
cooperative. The Board of Directors shall appoint, fix their compensation and prescribe for
the functions and responsibilities.

Section 4. Qualifications of the General Manager. No person shall be appointed to

the position of general manager unless he/she possesses the following qualifications
and none of the disqualifications herein enumerated:
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 a. Must be familiar with the business operation of the Cooperative;
b. Must have at least two (2) years experience in the operations of
Cooperative or related business;
c. Must not be engaged directly or indirectly in any activity similar to the business
of the Cooperative;
d. Must not have been convicted of any administrative, civil or criminal cases
involving moral turpitude, gross negligence or grave misconduct in the
performance of his/her duties;
e. Must be of good moral character;
f. Must not have been convicted of any administrative, civil or criminal
case involving financial and/or property accountabilities at the time of
his/her appointment; and
g. Must undergo pre-service and/or in-service trainings.

Section 5. Duties of Cashier. The Cashier of the Cooperative, who shall be under
supervision and control of the General Manager shall:

a. Handles monetary transactions;

b. Receives/collects payments and deposits;
c. Be responsible for money received and expended;
d. Prepares reports on money matters; and
e. Perform such other duties as the Board of Directors may require.

Section 6. Duties of the Accountant. The Accountant of the Cooperative, who shall be
under supervision and control of the General Manager shall:

a. Install an adequate and effective accounting system within the

Cooperative;
b. Render reports on the financial condition and operations of the
Cooperative monthly, annually or as may be required by the Board of
Directors and/or the General Assembly;

c. Provide assistance to the Board of Directors in the preparation of

annual budget;
d. Keep, maintain and preserve all books of accounts, documents,
vouchers, contracts and other records concerning the business of the
Cooperative and make them available for auditing purposes to the
Chairperson of the Audit Committee; and
e. Perform such other duties as the Board of Directors may require.

Section 7. Duties of the Bookkeeper. The bookkeeper of the Cooperative who is under
supervision and control of the Accountant shall:

a. Record and update books of accounts;

b. Provide assistance in the preparation of reports on the financial
condition and operations of the Cooperative monthly, annually or as may be
required by the Board of Directors and/or the General Assembly;
c. Keep, maintain and preserve all books of accounts, documents, vouchers,
contracts and other records concerning the business of the
Cooperative and make them available for auditing purposes to the
Chairperson of the Audit Committee; and
d. Perform such other duties as the Board of Directors may require.

Section 8. Qualifications of Accountant, Cashier, and Bookkeeper. No person shall be

appointed to the position of accountant and bookkeeper unless they possess the
following qualifications and none of the disqualifications herein enumerated:

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 a. Bachelors degree in accountancy must be required for Accountant, however,
Cashier and Bookkeeper must be knowledgeable in handling monetary
transactions, accounting and/or bookkeeping, respectively;
b. Must have at least two (2) years experience in Cooperative or related
business;
c. Must not be engaged directly or indirectly in any activity similar to the
business of the Cooperative;
d. Must not be convicted of any administrative, civil or criminal case involving
moral turpitude, gross negligence or grave misconduct in the
performance of his/her duties;
e. Must be of good moral character;
f. Must be willing to undergo pre-service and/or in-service trainings in
accounting; and
g. Must not have been convicted of any administrative, civil or criminal case
involving financial and/or property accountabilities at the time of his/her
appointment.

Section 9. Compensation. Subject to the approval of the General Assembly, the members
of the Board of Directors 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.

Article VII Capital

Structure

Section 1. Source of Funds. The Cooperative may derive its funds from any or all of the
following sources:

a. Member’s share capital contribution;

b. Loans and borrowings including deposits;
c. Revolving capital build-up which consist of the deferred payment of patronage
refund or interest on share capital;
d. Subsidies, grants, legacies, aids, donation, awards and winnings and such
other assistance from any local or foreign institution, public or private;
b. Retentions from the proceeds of services acquired /goods procured by
members; and
c. Other sources of funds as may be authorized by law.

Section 2. Continuous Capital Build-Up. Every member shall have invested in any or all
of the following:
a. At least Pesos (P )per month;

b. At least percent ( %) of his/her annual interest on capital

and patronage refund; and

c. At least percent ( %) of each good procured /service

acquired from the cooperative.

Section 3. Borrowing. The Board of Directors, upon approval of the General Assembly,
may borrow funds from any source, local or foreign, under such terms and conditions
that best serve the interest of the Cooperative.

Section 4. Revolving Capital. To strengthen the capital structure of the Cooperative,

the General Assembly may authorize the Board of Directors to raise a revolving capital
by deferring the payment of patronage refunds and
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interest on share capital, or such other schemes as may be legally adopted. To
implement this provision, the Board of Directors shall issue a Revolving Capital Certificate
with serial number, name, rate of interest, date of retirement and such other privileges
or restrictions as may be deemed just and equitable.

Section 5. Share Capital Contribution. Share Capital Contribution refers to the value of
the paid subscription by a member in accordance with its Articles of Cooperation.

Section 6. Share Capital Certificate. The Board of Directors shall issue a Share Capital
Certificate only to a member who has fully paid his/her subscription. The Certificate
shall be serially numbered and contain the shareholder’s name, the number of
shares owned, the par value, and duly signed by the Chairperson and the Secretary,
and bearing the official seal of the cooperative. All certificates issued and/or transferred
shall be registered in the cooperative’s Share and Transfer Book.

The number of paid share required for the issuance of Share Capital
Certificate shall be determined by the Board of Directors.

The shares may be purchased, owned or held only by persons who are eligible
for membership. Subject to existing government rules or laws, interests shall be paid
only to paid-up shares which may be in cash; or credited as payment of unpaid
subscriptions, outstanding accounts, or additional shares or to the revolving fund of the
cooperative.

Section 7. Assignment of Share Capital Contribution or Interest. Subject to the provisions

of the Code, no member shall transfer his/her shares or interest in the cooperative
or any part thereof unless:

1. He/she has held such share capital contribution or interest for not less than
one (1) year;

2. The assignment is made to the cooperative or to a person who falls

within the field of membership of the Cooperative; and

3. The Board of Directors has approved such assignment.

The assignment of shares shall not be binding to the Cooperative until such transfer
has been registered in the share and transfer book. No transfer shall be completed
until the old certificate has been endorsed and surrendered to the Cooperative and a
new certificate is issued in the name of the member- transferee. The corresponding
transfer fee shall be collected from the transferee as prescribed in the Cooperative policy.

In case of lost or destroyed share certificate, the Board of Directors may issue a
replacement after the owner thereof executes a sworn affidavit, setting forth the
following:

a. Circumstances as to how, when and where said certificate was lost or

destroyed;
b. The serial number of the certificate; and the number of shares it
represents;
c. The lost or destroyed certificate has never been transferred, sold or
endorsed to any third party, provided, that should the same be found,
the owner shall surrender it to the Cooperative; and
d. That any false representation or statement made in the aforesaid
affidavit shall be a ground for expulsion from the Cooperative.

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 Article VIII
Allocation and Distribution of Net Surplus

Section 1. Allocation - At the end of its calendar year, the Cooperative shall allocate
and distribute its net surplus as follows:

a. Reserve Fund. percent ( %)shall be set aside for Reserve Fund.

Provided, that in the first five (5) years of operation after registration, this
amount shall not be less than fifty per centum (50%) of the net surplus. The
reserve fund shall be subjected to the following rules:

i. The reserve fund shall be used for the stability of the

Cooperative and to meet net losses in its operations. The General
Assembly may decrease the amount allocated to the reserve fund
when it has already exceeded the authorized share capital. Any sum
recovered on items previously charged to the reserve fund shall be
credited to such fund.
ii. The reserve fund shall not be utilized for investment, other than those
allowed in the Cooperative Code. Such sum of the reserve fund
in excess of the authorized share capital may be used at any time
for any project that would expand the operations of the
Cooperative upon the resolution of the General Assembly.
iii. Upon the dissolution of the Cooperative, the reserve fund shall
not be distributed among the members. However, the General
Assembly may resolve:

A. To establish a usufructuary trust fund for the benefit of any

federation or union to which the Cooperative is affiliated;
or

B. To donate, contribute or otherwise dispose of the amount for the

benefit of the community where the Cooperative operates. If
the member could not decide on the disposition of the
reserve fund, the same shall be given to the federation or union
to which the Cooperative is affiliated.
b. Education and Training Fund. percent ( %)shall be set aside
for Education and Training Fund.

i. Half of the amount allocated to the education and training fund annually
under this subsection may be spent by the cooperative for education and
training purposes; while the other half may be remitted to a union or
federation chosen by the Cooperative or of which it is a member.
ii. Upon the dissolution of the cooperative, the unexpended balance of
the education and training fund pertaining to the Cooperative shall be
credited to the Cooperative education and training fund of the chosen
union or federation.

c. Community Development Fund. percent ( %)shall be used for projects

and activities that will benefit the community where the Cooperative operates.

d. Optional Fund, Land and Building and any other necessary fund.
percent ( %)shall be set aside for this purpose.

Section 2. Interest on Share Capital and Patronage Refund. The remaining net
surplus shall be made available to the members in the form of

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interest on share capital not to exceed the normal rate of return on investment and
patronage refunds. Provided, that any amount remaining after the allowable
interest and the patronage refund have been deducted shall be credited to the
reserved fund. The sum allocated for patronage refund shall be made available at the
same rate to all patrons of the Cooperative in proportion to their individual patronage,
provided that:

a. In the case of a member patron with paid-up share capital contribution, his/her
proportionate amount of patronage refund shall be paid to him/her unless
he/she agrees to credit the amount to his/her account as additional share capital
contribution;

b. In the case of member patron with unpaid share capital contribution, his/her
proportionate amount of patronage refund shall be credited to his/her account
until the share capital contribution has been fully paid;

c. In the case of non-member patron, his/her proportionate amount of patronage

refunds shall be set aside in a general fund for such patron and shall be allocated
to individual non-member patron and only upon request and presentation of
evidence of the amount of his/her patronage. The amount so allocated shall be
credited to such patron toward payment of the minimum capital contribution
for membership. When a
sum equal to this amount has accumulated at any time within ()
years, such patron shall be deemed and become a member of the Cooperative
if he/she so agrees or requests and complies with the provisions of the
bylaws for admission to membership; and

d. If within the period specified hereof, any subscriber who has not fully paid
his/her subscribed share capital or any non-member patron who has
accumulated, the sum necessary for membership, but who does not request nor
agree to become a member or fails to comply with the provisions of this
bylaws for admission to membership, the amount so accumulated or credited to
their account together with any part of the general fund for non-member patron
shall be credited to the Reserve Fund or to the Education And Training Fund
of the Cooperative, at the option of the Cooperative.

Article IX Settlement of
Disputes

Section 1. Mediation and Conciliation. All inter and intra-cooperative disputes shall
be settled within the cooperative in accordance with the pertinent Guidelines
issued by the Cooperative Development Authority, Art.
137 0f Republic Act No. 9520 and its Implementing Rules and Regulations, Alternative
Dispute Resolution Act of 2004 and its suppletory laws.

Section 2. Voluntary Arbitration. Any dispute, controversy or claim arising out of or

relating to this By-laws, the cooperative law and related rules, administrative
guidelines of the Cooperative Development Authority, including disputes involving
members, officers, directors, and committee members, intra-cooperative disputes
and related issues shall be exclusively referred to and finally resolved by voluntary
arbitration under the institutional rules promulgated by the Cooperative Development
Authority, after compliance with the conciliation or mediation mechanisms embodied
in the bylaws of the Cooperative, and in such other applicable laws.

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 Article X
Miscellaneous

Section 1. Investment of Capital. The Cooperative may invest its capital in any or all of
the following:

a. Shares or debentures or securities of any secondary cooperative;

b. Any reputable bank including Cooperative Banks or any secondary
cooperative;
c. Securities issued or guaranteed by Government;
d. Real Estate primarily for the use of the Cooperative or its members; or
e. In any other manner approved by the General Assembly.

Section 2. Accounting System. The Cooperative shall keep, maintain and preserve all
its books of accounts and other financial records in accordance with the Standards
Charts of Accounts (SCA) for Cooperatives and the Philippine Financial Reporting
Framework (PFRF) for Cooperatives.

Section 3. Financial Audit, Performance Audit, and Social Audit. At least once a year,
the Board of Directors shall, in consultation with the Audit Committee, cause the
audit of the books of accounts of the Cooperative, performance audit and social
audit in accordance with the Guidelines issued by the Cooperative Development Authority.

Section 4. Annual Report. During the annual Regular Assembly meeting, the Officers shall
submit a report of the operation to the General Assembly together with the audited
financial statements, performance audit, social audit reports and list of officers and
trainings undertaken/completed. The annual report shall be certified by the
Chairperson and Manager of the Cooperative as true and correct in all aspects to the best
of their knowledge.

The Cooperative shall submit the web-based Cooperative Annual Progress Report
(CAPR) together with the following attachments to the Authority within (120) days from
the end of every calendar year;

a. Social Audit Report;

b. Performance Report including semi-annual Mediation and Conciliation
Report;
c. Audited Financial Statement; and
d. List of officers and trainings undertaken/completed.

Article XI
Amendments

Section 1. Amendment of Articles of Cooperation and By-laws. Amendments

to the Articles of Cooperation and this By-Laws may be adopted by at least two-
thirds (2/3) votes of all members with (voting rights/members entitled
to vote), present and constituting a quorum.

The amendment/s shall take effect upon approval by the Cooperative

Development Authority.

Voted and adopted this day of , 20 in , Philippines.

Names Signature

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 We, constituting the majority of the Board of
Directors of the
do hereby certify that
the foregoing instrument is the Code of By-laws of this Cooperative.

Signed this of , 20 , in .

Chairperson Vice Chairperson

Director Director

Director Director

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