Chapter 1-6 Cooperative
Chapter 1-6 Cooperative
Chapter 1-6 Cooperative
(1) Voluntary and Open Membership — (5) Education, Training and Information —
Cooperatives are voluntary organizations, Cooperatives shall provide education and
open to all persons able to use their training for their members, elected and
services and willing to accept the appointed representatives, managers, and
responsibilities of membership, without employees, so that they can contribute
gender, social, racial, cultural, political or effectively and efficiently to the
religious discrimination. development of their cooperatives.
Credit Union — old term for credit One of the primary purposes of this is to
purchase and distribute commodities to its
cooperatives Member - a person, either members and non-members. Consumer
juridical or natural, who has been admitted cooperatives also sell products at lower
by the coops as a member costs to their members. These cooperatives
General Assembly - the full membership of can get items at a reduced cost by
the cooperative; composed of members purchasing in bulk.
who are entitles to vote under the articles (c) Producers Cooperative
of cooperation by-laws
One that undertakes joint production
Board of Directors — the body entrusted whether agricultural or industrial. It is
with the management of the affairs of the formed and operated by its members to
cooperative undertake the production and processing
Committee - anybody entrusted with of raw materials or goods produced by its
specific functions and responsibilities members into finished or processed
products for sale by the cooperative to its
Articles of Cooperation- a document that members and non-members
shows the unique characteristics of the
juridical personality of the cooperative. (d) Marketing Cooperative
By-laws — set of rules that govern the One which engages in the supply of
internal affairs of the cooperative. production inputs to members and
markets their products.
Registration - the operative act granting
juridical personality to a proposed (e) Service Cooperative
cooperative and is evidenced by a One which engages in medical and dental
certificate of registration. care,
Cooperative Development Authority hospitalization,transportation,insurance,ho
(CDA)- the government agency in charge of using,labor,electric light and
the registration and regulation of power,communication,professional and
cooperatives. other services.
One is organized for the primary purpose One organized to assist or provide access
of providing a wide range of financial to housing for the benefit of its members
services to cooperatives and their members who actively participate in the savings
program for housing.It is co-owned and
(j) Dairy Cooperative controlled by its members.
Education and Training: Many cooperatives b) Provide optimum social and economic
provide educational and training opportunities benefits to its members;
for members, enhancing their skills and
empowering them to actively participate in c) Teach them efficient ways of doing things
decision-making processes. in a cooperative manner;
Advocacy and Influence: Cooperatives can d) propagate cooperative practices and new
advocate for policies and regulations that ideas in business and management;
support their interests and the broader e) allow the lower income and less privileged
cooperative movement, amplifying their groups to increase their ownership in the
collective voice and impact on local, national, wealth of the nation; and
and international levels.
f) cooperate with the government, other
ORGANIZING A PRIMARY COOPERATIVE cooperatives and people oriented
- Fifteen (15) or more natural persons who organizations to further the attainment of
are Filipino citizens, of legal age, having a any of the foregoing objectives.
common bond of interest and are actually DIVISION OF COOPERATIVES
residing or working in the intended area of
operation, may organize a primary This segment delineates the procedures and
cooperative under this code: Provided, That criteria for dividing cooperatives into
a prospective member of a cooperative separate entities or branches to better serve
distinct member groups or geographic areas.
Examples: multiple cooperatives within a specific
industry, sector, or geographic area.
Geographic Expansion: A cooperative may
establish branch offices or subsidiaries in Examples:
different regions or municipalities to extend
its reach and serve members residing in Sectoral Federation: A federation of
remote or underserved areas, enhancing agricultural cooperatives may be established
accessibility and responsiveness to local to represent the collective interests of
needs. farmers and agricultural producers, advocate
for policy reforms, and provide centralized
Sectoral Specialization: Cooperatives services, such as marketing, processing, and
operating in diverse sectors, such as input supply, to member cooperatives,
agriculture, consumer goods, or financial enhancing their competitiveness and
services, may opt to create specialized resilience.
divisions or units focusing on specific
product lines or services, streamlining Regional Union: A union of cooperatives
operations and maximizing efficiency. operating within a particular region or
province may be formed to promote
MERGER OR CONSULTATION OF collaboration, knowledge-sharing, and
COOPERATIVES collective action among member cooperatives,
facilitating joint initiatives, such as
This section delineates the processes and infrastructure development, capacity-
considerations involved in merging or building, and disaster response, to address
consolidating two or more cooperatives to common challenges and capitalize on shared
achieve economies of scale, enhance opportunities.
efficiency, and strengthen competitiveness.
Examples:
CHAPTER IV: MEMBERSHIP
Strategic Alliance: Two or more cooperatives
operating in complementary sectors or INTRODUCTION
geographic areas may opt for a merger or
consolidation to combine resources, Cooperatives, as a form of business owned
expertise, and market access, enabling them and controlled by the people who use it, are
to offer a broader range of products or the same as an opera in that they, too, have
services and capitalize on synergies. several important elements needed to be
successful. The most essential one is the
Operational Streamlining: Cooperatives people
facing financial challenges, declining
membership, or duplicative services may WHAT IS MEMBERSHIP?
consider merging or consolidating operations
The state of belonging to an organization.
to eliminate redundancies, reduce costs, and
improve operational efficiency, ensuring long- The state or status of being a member.
term viability and sustainability.
WHO CAN BE A MEMBER?
FEDERATION OR UNIONS OF
COOPERATIVES Any natural person, who is a citizen of the
Philippines, a cooperative, or nonprofit
This section elucidates the concept of organization with juridical personality shall
cooperative federations or unions, which be eligible for membership in a cooperative if
serve as umbrella organizations representing the applicant meets the qualifications
prescribed in the bylaws: Provided, That only • Handle members’ products
natural persons may be admitted as members
of a primary cooperative • Order and maintain inventories
• Deliver supplies
MEMBERSHIP OF GOVERNMENT; OFFICER Death or Insanity. The death or insanity of a
AND EMPLOYEES IN THE COOPERATIVES member in a primary cooperative, and the
insolvency or dissolution of a member in a
Government employees are eligible to serve secondary or tertiary cooperative may be
as director, committee member, treasurer, considered valid grounds for termination of
secretary, and general manager. membership.
As a bona fide cooperative member, a Majority Vote. Membership in the
government employee may be allowed his cooperative may be terminated by a vote of
head of office to use official time to attend the majority of all the members of the board
general assemblies, board and committee of directors for any of the following causes:
meetings, co-op seminars, conferences,
workshops, technical meetings, or training When a member has not patronized any of
courses, when locally staged or abroad, as the services of the cooperative for an
long as the operations of the of concerned are unreasonable period of time as may be
not paralyzed by such attendance. previously determined by the board of
directors.
LIABILITY OF MEMBERS OF COOPERATIVES
When a member has continuously failed to
A cooperative duly registered under this Code comply with his obligations.
shall have limited liability.
When a member has acted in violation of the
Cooperative shareholders maintain limited bylaws and the rules of the cooperative; and
liability in terms of debts and obligations, For any act or omission injurious or
including liability for unlawful acts prejudicial to the interest or the welfare of
committed by other shareholders and/or the cooperative.
employees. However, cooperative association
members are still held to personal liability REFUND OF INTERESTS
legal standards for their own unlawful
actions. All sums computed in accordance with the
bylaws to be due from a cooperative to a
Cooperatives are subject to a legal doctrine former member shall be paid to him either by
known as ― piercing the corporate veil, ‖ in the cooperative or by the approved
which shareholders could lose limited liability transferee, as the case may be, in accordance
protection in considerably rare with this Code
circumstances. A member shall be liable for
the debts of the cooperative to the extent of CHAPTER V: ADMINISTRATION
his contribution to the share capital of the
GENERAL ASSEMBLY REPUBLIC ACT NO.
cooperative
9520 CHAPTER IV ARTICLE 32
TERMINATION OF MEMBERSHIP
- Is composed of the members of the
Withdrawal of Membership. A member of a cooperative who are entitled to vote under
cooperative may, for any valid reason, the articles of cooperation and the by-laws of
withdraw his membership from the the cooperative.
cooperative by giving a sixty (60) day notice
GENERAL ASSEMBLY SERVICE-BYLAWS
to the board of directors. Subject to the
Article III Administration, Section 3.
bylaws of the cooperative, the withdrawing
member shall be entitled to a refund of his
share capital contribution and all other
interests in the cooperative.
POWERS OF THE GENERAL ASSEMBLY - ―If the board fails to call a regular or a
REPUBLIC ACT NO. 9520 CHAPTER IV special meeting within the given period, the
ARTICLE 33 Authority, upon petition of ten per centum
(10%) of all the members of the cooperative
GENERAL ASSEMBLY - Highest policy- making who are entitled to vote, and for good
body of the cooperative. cause shown, shall issue an order to the
• To determine and approve amendments to petitioners directing them to call a meeting
the articles of cooperation and by-laws. of the general assembly by giving proper
notice as required in this Code or in the
• To elect or appoint the members of the bylaws;
board of directors, and to remove for cause. - - (3) In the case of a newly approved
However in the case of the electric cooperative, a special general assembly
cooperatives registered under this code, shall be called, as far as practicable, within
election of the members of the board shall be ninety (90) days from such approval; ―(4)
held in accordance with its by-laws or election The Authority may call a special meeting of
guideline of such electric cooperative. the cooperative for the purpose of
reporting to the members the result of any
• To approve developmental plans of the examination or other investigation of the
cooperative. cooperative affairs; and ―(5) Notice of any
• Delegate some of its power to a smaller meeting may be waived, expressly or
body of the cooperative- ¾votes of all the impliedly, by any member.
members with voting rights VOTING SYSTEM REPUBLIC ACT NO. 9520
MEETING OF THE GENERAL ASSEMBLY CHAPTER IV ARTICLE 36
REPUBLIC ACT NO. 9520 ARTICLE 34 • Each member of a primary cooperative shall
REGULAR MEETINGS- shall be held annually have only one (1) vote. In the case of members
by the general assembly on a date fixed in the of secondary or tertiary cooperatives, they
bylaws, or if not so fixed, on any dated within shall have one (1) basic vote and as many
(90) days after the close of each fiscal year; incentive votes as provided for in the bylaws
Provided, that notice of regular meetings shall but not to exceed five (5) votes. The votes cast
be sent in writing by posting or publication of by the delegates shall be deemed as votes cast
through other electronic means to all by the members thereof.
members of record. • "However, the bylaws of a cooperative other
SPECIAL MEETINGS- of the general assembly than a primary may provide for voting by
may be called at any time by a majority vote proxy. Voting by proxy means allowing a
of the board of directors or as provided for in delegate of a cooperative to represent or vote
the bylaws: Provided, That a notice in writing in behalf of another delegate of the same
shall be sent one (1) week prior to the cooperative.
meeting to all members who are entitled to COMPOSITION AND TERM OF THE BOARD
vote. However, a special meeting shall be OF DIRECTORS REPUBLIC ACT NO. 9520
called by the board of directors after CHAPTER IV ARTICLE 37
compliance with the required notice within
from at least ten per centum (10%) of the total Unless otherwise provided in the bylaws, the
members who re entitled to vote to transact direction and management of the affairs of a
specific business covered by the call. cooperative shall be vested in a board of
directors which shall be composed of not less
that five (5) nor more than fifteen (15)
members elected by the general assembly for a of five per centum (5%) of all the members
term of two (2) years and shall hold office entitled to vote
until their successors are duly elected an
qualified, or until duly removed for caused. POWERS OF THE BOARD OF DIRECTORS .
REPUBLIC ACT NO. 9520 CHAPTER IV
BONDING OF ACCOUNTABLE OFFICERS ARTICLE 38
REPUBLIC ACT NO. 9520 CHAPTER IV
ARTICLE 56 The board of directors shall be responsible for
the strategic planning, direction-setting and
Every director, officer, and employee handling policy-formulation activities of the
funds, securities or property on behalf of any cooperatives.
cooperative shall be covered by a surety bond
to be issued for a duly registered insurance or DIRECTORS REPUBLIC ACT NO. 9520
bonding company for the faithful performance CHAPTER IV ARTICLE 39
of their respective duties and obligations. The (1) Any member of a cooperative who
board of directors shall determine the under the bylaws of the cooperative,
adequacy of such bonds.. has the right to vote and who possesses
COMPENSATION REPUBLIC ACT NO. 9520 all the qualifications and none of the
CHAPTER IV ARTICLE 46 disqualifications provided in the laws or
bylaws shall be eligible for election as
In the absence of any provisions in the bylaws director.
fixing their compensation, the directors shall
not receive any compensation except for
reasonable per diems: Provided however, That (2) The cooperative may, by resolution of its
the directors and officers shall not be entitled board of directors, admit as directors, or
to any per diem when, in the preceding committee member one appointed by any
calendar year, the cooperative reported a net financing institution from which the
loss or had a dividend rate less than the cooperative received financial assistance solely
official inflation rate for the same year. to provide technical knowledge not available
Any compensation other than per diems may within its membership. Such director or
be granted to directors by a majority vote of committee member not be a member of the
the members with voting rights at a regular or cooperative and shall have no powers, rights,
special general assembly meeting specifically nor responsibilities except to provided
called for the purpose: Provided, That no technical assistance as required by the
additional compensation other than per diems cooperative.
shall be paid during the first year of existence (3) The members of the board of directors
of any cooperative. shall not hold any other position directly
QUORUM REPUBLIC ACT NO. 9520 CHAPTER involved in the day to day operation and
IV ARTICLE 35 management of the cooperative.
A quorum shall consist of at least twenty-five (4) Any person engaged in a business similar
per centum (25%) of all the members entitled to that of the cooperative or who in any way
to vote. In the case of cooperative banks, the has a conflict of interest with it, is disqualified
quorum shall be as provided in Article 99 of from election as a director of said cooperative.
this Code. In the case of electric cooperatives
registered under this Code, a quorum, unless
otherwise provided in the bylaws, shall consist
OFFICERS OF THE COOPERATIVE prepared at least one week before a meeting
and that all reports are in place Ensuring the
The board of directors shall elect from among necessary actions and decisions of the BOD
themselves the chairperson and vice-chair are transmitted to the management for
person and elect or appoint other officers of compliance and implementations.
the cooperative from outside of the board.
Secretary
No two(2) or more persons with relationships
up to the third degree of consanguinity or • Meeting Minutes
affinity nor shall any person engaged in
business similar to that of the cooperative • Record Keeping
shall serve as an appointive office. • Notices and Communication
WHO ARE THE OFFICERS OF COOPERATIVES • Correspondence
Board of Directors- The board of directors • Membership Records
shall elect from among themselves the chair
person and vice-chair person, and appoint • Legal Compliance
other officers of the co-op from outside the
board in accordance with the provisions of the • Board Resolutions
by-laws • Report to Authorities
• CHAIRPERSON • Assisting the Chairperson
• VICE CHAIRPERSON • Meeting Coordination
General Manager- Oversee the overall day-to- Treasurer- Monitoring and review the financial
day business operations of the co op management of the cooperative, subject to
providing general direction, supervision, such limitations and control as maybe
management and administrative control over prescribed by the BOD Ensuring all the cash
all the operating departments subject to such collections are deposited in accordance with
limitations as maybe set forth by the BOD or the policies set by the BOD
the GA.
Treasurer
General Manager
• Financial Management
• Operational Oversight
• Budgeting
• Implementation of Policies
• Financial Reports
• Staff Management
• Bank Transactions
• Financial Management
• Financial Controls
• Member Relations
• Audit Support
• Reporting to the Board
• Compliance
• Strategic Planning
• Investments
• External Relations
• Financial Planning
Secretary- Coordinate with the chairperson
and the GM to make sure that agendas are
Members of Committees created by GA Directors, committees, and leadership roles,
ensuring fair, transparent, and democratic
• Audit Committees elections.
• Election Committees 3. Mediation and Conciliation committee -
• Membership Committee appointed A cooperative's Mediation is a
neutral group responsible for resolving
• Educational and Training Committee disputes among members or between the
cooperative itself.
Other positions as maybe provided in the
by laws 4. Ethics committee - appointed by BOD The
Ethics Committee, is a specialized body
• Internal Auditor responsible for promoting ethical behavior,
• Legal Counsel integrity, and compliance with ethical
standards within a cooperative.
• Ethics Officer
5. Education committee - appointed by BOD
• Committee Chairs The Education Committee is a specialized
group responsible for overseeing educational
COMMITTEES OF COOPERATIVES REPUBLIC initiatives, training programs, and knowledge-
ACT NO. 9520 CHAPTER IV ARTICLE 43 sharing activities within a cooperative.
A cooperative committee is a specialized 6. Other committees as may be necessary for
group within a cooperative organization the conduct of the affairs of the cooperative
responsible for managing specific functions, (ex. Credit committee) Additional committees
distributing workload, promoting member 1. Membership Committee
involvement, and ensuring efficient
cooperative management. 2. Investment Committee