Republic of the Philippines

Department of Finance
Cooperative Development Authority
YAKAP AT HALIK MULTI-PURPOSE COOPERATIVE BATANGAS 2
Brgy. Bagumbayan, Tanauan City, Batangas Philippines

THE
BY LAWS
OF
YAKAP AT HALIK MULTI-PURPOSE COOPERATIVE BATANGAS 2
(YHMPCB2)

(AS AMENDED ON 2020)

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned Filipino citizens, all of legal age and residents of the
Philippines, who duly assembled ourselves to establish YAKAP AT HALIK MULTI-
PURPOSE COOPERATIVE BATANGAS 2, a primary multi-purpose cooperative, do
hereby adopt the following Code of By-Laws.

ARTICLE I
OBJECTIVES AND PURPOSES

SECTION 1. Objectives and Purposes

The purposes and objectives of this cooperative are those set forth in its Articles
of Cooperation, and those generally granted to Cooperatives under the R.A 9520, and
the rules and regulations.

ARTICLE II
MEMBERSHIP

Section 1. Bond and Field of Membership

This cooperative is open to accept new Regular and Associate Members.

1. Regular member is the one who is entitled to all the rights and privileges of
membership.

2. Associate member is one who has no right to vote and be voted upon and shall be
entitled only to such rights and privileges provided in these by-laws.

Section 2. Qualifications for Membership

1. Regular membership. The regular membership of this Cooperative is open to any

natural person, Filipino citizen, of legal age, with capacity to contract or head of the

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 families and are residing and/or working as provided in Article III of the Articles of
Cooperation:

The prospective members should:

a) Completed the prescribed pre-membership education training and seminars;
b) Pledge to undertake the responsibilities of members and uphold the By-laws,
policies, guidelines, rules and regulations promulgated by the Board of Directors
and the general assembly;
c) Paid the required membership fee;
d) Paid the required initial minimum common share capital;
e) Use or anticipate using the services of the cooperatives
f) An associate member in good standing who continuously patronizes the services
of the cooperative for two (2) years from the time he/she was accepted as such
after satisfying the minimum requirements of regular membership and has signify
his/her intention in writing may be accepted as regular member; and
g) Members of Tatlong Persona Solo Dios (STPSD) and Rizalist groups.

2. Associate membership. The associate membership of this Cooperative shall be open

to any natural person, Filipino citizen, of legal age, with capacity to contract, and
has the following qualifications:

The prospective members should:

a) Completed the prescribed pre-membership education training and seminars;
b) Pledge to undertake the responsibilities of members and uphold the By-laws,
policies, guidelines, rules and regulations promulgated by the Board of Directors
and the general assembly;
c) Paid the required membership fee;
d) Paid the required initial minimum preferred share capital;
e) Use or anticipate using the services of the cooperatives.

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 Educations Seminar
(PMES)
c.) Subscribed and paid the required minimum share capital and membership fee;
and
d.) Patronizes the cooperative savings and credit, to engage in basic commodities and
other business activities.

Section 4. Application for Membership

An applicant for membership shall file a duly accomplish form with the Board of
Directors who may accept or deny it within thirty (30) days from the date of filing. The
Board of Directors shall devise a form for the purpose which shall, aside from personal
data of the applicant, include the duty of a member to participate in all capital build-up
and savings mobilization programs of the co-operative and such other information as
may be deemed necessary.
No applicant for membership shall be given due course if not accompanied by
proof of payment of membership fee of One Hundred Pesos ( P 100.00 ) which amount
shall be returned to the applicant in case of rejection.

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Section 5. Appeal

An applicant whose application was denied by the Board of Directors may appeal
to the general assembly by giving notice to the Secretary of the cooperative within thirty
(30) days before the next General Assembly meeting. For this purpose, the General
Assembly may opt to create an Appeal and Grievance Committee, the members of which
shall serve for a period of one (1) year and shall decide appeal on membership within
thirty (30) days upon receipt thereof. If the committee fails to decide within the
prescribed period, the appeal is deemed approved in favor of the applicant whose
decision on the matter shall be final.

Section 6. Minimum Share Capital Requirement

An applicant for membership shall subscribe at least Eight (8) shares and pay
the value of at least Two (2) shares upon approval of his/her membership.
However, no member shall own or hold more than Ten percent (10%) of the total
subscribe share capital of the Cooperative. The Board of Directors shall issue
membership certificate and subscription agreement with such terms and conditions as
may be deemed equitable.

Section 7. Duties and Responsibilities of a Member

All members have duties and responsibilities as follows:

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 and services;
c) Participate in the membership education programs;
d) Attend and participate in the deliberation o
e) Act 9520, by this by-laws, decisions, rules and regulations adopted by the board of
directors and general assembly and to the rules and regulations to be implemented
by the Cooperative Development Authority; and
f) Promote the purposes and goals of cooperative, the success of its business, the
welfare of its members and the cooperative movement as a whole.

Section 8. Rights and Priveleges of Members

A member shall have the following rights and privileges:

a. Attend during general membership meetings:

b. Avail himself of the services of the Cooperative, subject to certain conditions as
may be prescribe by the Board of Directors;
c. Inspect and examine the books of accounts, the minutes books, the share register,
and other records of the co-operative during reasonable office hours;
d. Secure copies of co-operative records/documents pertaining to the account
information of the concerned member;
e. Has preference in the payment of interest on share capital and in the distribution
of the net assets of the co-operative in case of liquidation; and
f. Such other rights and privileges as may be granted by the General Assembly.

Section 9. Member Entitled to Vote

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 All regular members who meet the following qualifications are those members
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 their share capital subscriptions and other
accounts or obligations to the cooperative;

c. Not violated any provision of this By-laws, the terms and conditions mentioned at
Membership Application Form and of the subscription agreement; and the
decisions, guidelines, rules and regulations promulgated by the Board of
Directors and the general assembly;
d. Completed the continuing education program prescribed by the Board of
Directors; and
e. Participates in the affairs of the cooperative and patronizes its businesses
pursuant to the provisions of Section 7 of this Article.

Failure of the member to meet any of the above qualifications shall mean loss of
right to vote, after notice and hearing, as declared by the board of directors
through board resolution.

Section 10. Rights of a Member Entitled to Vote

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;
c) Avail himself of the services of the Cooperative, subject to certain conditions as
may be prescribed by the Board of Directors;
d) Inspect and examine the books of accounts, the minutes books, the share register,
and other records of the cooperative during office hours; and
e) Participate in the continuing education and other training programs of the
cooperative; and
f) Such other rights and privileges as may be provided by the General Assembly

Section 11. Liability of Members

A member shall be liable for the debts of the co-operative only to the extent
of his/her subscribed share capital.

Section 12. Termination of Membership

Termination of membership, which may be by automatic, voluntary or

involuntary, shall have the effect of extinguishing all rights of a member in the co-
operative or in its assets, subject to refund of share capital contribution under Section
15 hereof.

a) Automatic Termination - The death, insanity, permanent incapacity or judicial

declaration by a competent court of the insolvency of a member shall be
considered automatic termination of his/her membership in the co-operative.

b) Voluntary Termination - A member may, for any reason, withdraw his/her

membership from the co-operative by giving a sixty (60) day notice to the Board

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 of Directors. Provided, however, that any member whose membership
withdrawal is approved by the board and has any pending obligation with the
co-operative over and above his/her share capital and deposits shall not be
allowed for refund or transfer of his/her share capital including withdrawal of
deposits and interests thereof unless he/she settles first such obligation.

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. When he/she has not patronized the services/businesses of the co-

operative as provided for in the policies approved by the general
assembly;
ii. When he/she has continuously failed to comply with his/her obligations;
iii. When he/she has violated any provision of this By-laws and the rules
promulgated by the co-operative by the board of directors as approved
by the general assembly; and

Section 13. Manner of Involuntary Termination

The Board of Directors shall notify in writing the member who is being
considered for termination and shall give him the opportunity to be heard by the board
before the decision.

Section 14. Refund of Share Capital Contribution

Notwithstanding the provision of Section 13, paragraph b of this Article II, 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 less outstanding loan
obligations and other financial accountabilities. 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 terminated 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. Upon the acceptance of his/her withdrawal or approval of
his/her termination, however, he/she losses his/her right to attend, participate and
vote in any meeting of the Board of Directors or the general assembly.

The decision of the board of the directors is appealable to the general assembly
and the procedure of which shall be in accordance with the last paragraph of Article 30
of RA 9520.
ARTICLE III
Administration

Section 1. The General Assembly

In accordance with the existing provisions of Philippine Cooperative Code, the

General Assembly has the full authority to govern, manage and direct; and is the highest
policy-making body of the cooperative.

Section 2. Powers of the General Assembly

Subject to the provisions of the Philippine Cooperative Code and the rules and
regulations issued thereunder, the general assembly composed of all and/or of the

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majority of the members entitled to vote and duly assembled shall have the following
powers:

a) To determine and approve amendments to the articles of cooperation and by-

laws, in accordance with law;
b) To elect or appoint members of the board of directors, audit and election
committees and remove them for cause;
c) To approve the developmental plan of the cooperative;
d) To delegate some of it power to a smaller body of the cooperative as authorized
by the Philippines Cooperative Code of 2008.

Section 3. Meetings

Meetings of the general assembly, board of directors and committees may be

regular or special. All proceedings and businesses undertaken at any meeting of the
general assembly or Board of Directors, if within the powers or authority of the
cooperative, there being a quorum, shall be valid.

Section 4. Regular General Assembly Meeting

The cooperative shall hold its annual general assembly meeting at the
principal office of the cooperative or at any place within the area of operation every Last
Saturday March of every year.

Section 5. Special General Assembly Meeting

The Special General Assembly Meeting may be call for at any time by a
majority vote of Board of Directors to consider matters requiring immediate
membership decision. A special general assembly shall be called by the Board of
Directors within (30) days 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 and Inventory Committee: and
c. The Federation of Union to which the co-operative is a member, or upon
ssOrder of the Cooperative Development Authority.

Section 6. Notice of Meeting

All written notices of meetings shall state therein the date, time, place and
agenda thereof.

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 or by registered mail, upon each member at his/her last
known postal address, or by posting or publication, or through electronic mail or text,
at least two (1) week before the said meeting. As far as practicable, it shall be
accompanied with the agenda, minutes of meeting of the last general assembly meeting,
consolidated reports of the Board of Directors and committees, 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 duly authorized representative

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or by registered mail upon each member who are entitled to vote at his last known postal
address, or by posting or publication, or through electronic mail or text, at least one (1)
week before the said meeting. It shall state the purpose for which the meeting is called
for and, except for related issues, no other business shall be considered during the
meeting.

Section 7. Order of Business

As far as practicable, the order of business of a regular general assembly

meeting shall be:

a) Roll Call;
b) Proof of due notice;
c) Call to order;
d) Consideration of the minutes of the previous meeting;
e) Matters arising from the minutes;
f) Consideration of the consolidated report of the board of directors, officers,
and the committees, including audited financial statements of the
cooperative;
g) Consideration of annual operations plan and budget;
h) Election of directors and committee members, (if applicable);
i) Unfinished business;
j) New business; and
k) Adjournment

Section 8. Quorum for General Assembly Meeting

During regular or special general assembly meeting, at least twenty five percent
(25%) 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 owned. No proxy and/or cumulative voting shall be allowed.
Election or removal of Directors and Committee members shall be as practicable
by secret ballot and/or by floor nomination. Action on all matters shall be in any manner
that will truly and correctly reflect the will of the membership.

ARTICLE IV
Officers of the Cooperative

Section 1. Board of Directors and Number

The Board of Directors shall be composed of five (5) members to be voted by the
members through the Annual Regular General Assembly Meeting and shall hold office
for two (1) year until their successors shall have been elected and qualified. Ten (10)
days after they’re been elected, The Board of Directors shall convene to elect the
Chairperson and the Vice-Chairperson. However, no members of the Board shall hold

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position as a member of any committee, likewise, no members of the committee shall
hold position as a member of the board during their term of office.

Section 2. Functions and Responsibilities

The Board of the Directors shall have the following functions and responsibilities:

a) Provide general policy direction;

b) Formulate the strategic development plan;
c) Determine and prescribe the organizational and operational structure;
d) Review the Annual Plan and Budget and recommend for the approval of the
General/Representative Assembly;
e) Establish policies and procedures for the effective operation and ensure
proper implementation of such;
f) Evaluate capability and qualification and recommend to the General
Assembly the engagement of the services of the External Auditor;
g) Appoint the members of Mediation/Conciliation and Ethics Committees and
other Officers as specified in the Code and cooperative By-laws;
h) Determine the members entitled to vote;
i) Decide election related cases involving the Election Committee and its
member;
j) Act on the recommendation of the Ethics Committee on cases involving
violations of Code of Governance and Ethical Standards, and
k) Perform such other functions as may be prescribed in the By-laws or
authorized by the General/Representative Assembly.

Section 3. Qualifications

No member shall be elected as a member of the Board of Directors or any

committee unless he/she is a member entitled to vote and has the following
qualifications:

a) Has paid the minimum capital requirement,

b) Have continuously patronized the co-operative services;
c) A member in good standing for the last two years;
d) Completed or manifest willingness to complete the required education and
training as may be provided by law, rules and regulations and policy approved
by the general assembly;
e) Of good moral character and other qualifications prescribed in the applicable
laws, rules and regulations and relevant issuances by the Authority.

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 any committee, or to
continue as such:

a) Holding any elective position in the government, except to a party list

representative being an officer of a cooperative he/she represents;
b) Having served as director of this co-operative for Three (3) consecutive terms,
c) Having been engaged in a business similar to that of the cooperative or who in
any way has a conflict of interest with the cooperative;
d) Having been absent for three (3) consecutive regular meetings without
reasonable cause or in more than fifty percent (50%) of all meetings within the

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 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;
f) Having been convicted in administrative proceedings or civil/criminal suits
involving financial and /or property accountability; and
g) Having been disqualified by law.

Section 5. Election of Directors

The members of the Board of the Directors shall be elected by secret ballot by
members entitled to vote during the annual regular 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 Two (2) 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; provided, further, that no
director shall serve for more than Three (3) consecutive terms. The term of the
cooperating directors shall expire upon the election of their successors in the first
regular general assembly after registration.

Section 6. Election of Officer 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 7. Meeting of the Directors

The regular meeting of the Board of Directors shall be held at least once a month.
However, the Chairperson or, in his absence, the Vice-Chairperson, or majority of the
directors may at any time call a special Board or committee meeting to consider urgent
matters. The call shall be addressed through written letters, electronic mail or text and
delivered by the Secretary stating the date, time and place of such meeting and the
matters to be considered. Notice of regular or special meetings of the Board of Directors
and committee, unless dispensed with, shall be served by the Secretary in writing at
least two (2) days 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 co-operative act.

Section 8. Vacancies

Any vacancy occurring in the Board of Directors by reason of death,

incapacity, removal or resignation may be filled 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. Vacancy in any

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committee may be filled by a majority vote of the directors. The elected and/or appointed
member shall serve only for the unexpired term of his predecessor in office.
If a vacancy occurs in any elective committee it shall be filled by the remaining
numbers of the said committee, if shall constituting a quorum, otherwise, the Board, in
its discretion, may appoint or hold a special election to fill such vacancy.

Section 9. Removal of Directors and Committee Members

All complaints for the removal of any elected officer shall be filled 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 shall present its recommendations for removal to the general assembly.
An elected officer may be removed by three fourths (3/4) 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.
In cases where the officers sought to be removed consist of the majority of the
Board of Directors at least ten percent (10%) of the members with voting rights may file
a petition with the Cooperative Development Authority upon failure of the Board of the
Directors to call an assembly meeting to commence the proceeding for their removal.
The decision of the General Assembly on the matter is final and executory.
An officer elected or appointed by the Board of Directors or any committee may be
removed from office for cause by a majority vote to all the members of the Board or
Committee as the case may be.

Section 10. Powers and Duties of the Board

The Board of Directors shall be responsible for the strategic planning, director-
setting and policy-formulating activities of the cooperatives, provided that any member
of the board shall not hold any other position directly involved in the day-to-day
operation and management of the cooperative.

ARTICLE V
Committees

Section 1. Audit Committee

An Audit Committee shall be composed of three (3) members whom shall 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 Secretary. However, no members of this committee shall hold position
as a member of any other committees, likewise, no members of any committee shall hold
position as a member of this committee during their term of office.

The audit committee shall be directly accountable and responsible to the General
Assembly.

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

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a) Monitor the adequacy and effectiveness of the cooperatives management and control
system;
b) Audit the performance of the cooperative in its various responsibility centers;
c) Review continuously and periodically the books and records of account to ensure
that these are in accordance with the cooperative principles and generally accepted
accounting practices;
d) Submit reports on the board the result of the internal audit and inventory and
recommend necessary changes on policies and other related matters on operation to
the Board of Directors;
e) Recommend or petition to the Board of Directors conduct of special general assembly
when necessary; and
f) Perform such other functions as may be prescribed in the By-laws or authorize by
the General Assembly.

Section 3. Election Committee

An Election Committee shall be composed of three (3) members whom shall

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 Secretary. However, no members of this committee shall hold position
as a member of any other committees, likewise, no members of any committee shall hold
position as a member of these committees during their term of office.

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

a) Formulate election rules and guidelines and recommend to the General

Assembly for approval ;
b) Implement election rules and guidelines duly approved by the General
Assembly;
c) Recommend necessary amendments to the election rules and guidelines for
the General Assembly’s approval;
d) Supervise the conduct, manner and procedure 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 related cases except those involving the committee or its
members, and
h) Perform such other functions as may be prescribed in the By-laws or authorize
by the General Assembly.

Section 5. Education, Training and Information Committee

An Education, Training and Information Committee shall composed of three (3)

members whom shall be appointed by the Board of Directors 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 appointments, they shall elect from among themselves a
Chairperson, Vice-Chairperson and Secretary. However, no members of this committee
shall hold position as a member of any other committees, likewise, no members of any
committee shall hold position as a member of this committee during their term of office.
The committee shal be responsible for the planning and implementation f the
information, educational and human resource development programs of the co-
opreative for its members, officers and the communtites within the area of operation.

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Section 6. Functions and Responsibilities. The Education and Training Committee
shall:

a. Keep members, officers, staff wwell-informed regarding cooperative’s

goals,/objectives, policies and 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 activites.

Section 7. Mediation and Conciliation Committee

A Mediation and Conciliation Committee shall be composed of three (3)

members whom shall be appointed by the Board of Directors 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 appointments, they shall elect from among themselves a
Chairperson, Vice-Chairperson and Secretary. However, no members of this committee
shall hold position as a member of any other committees, likewise, no members of any
committee shall hold position as a member of this committee during their term of office.

Section 8. Functions and Responsibilities. The Mediation and Concilliation

Committee shall:

a) Formulate and develop the Conciliation-Mediation Program and ensure that it is

properly implemented to carry out every plan of cooperative with peace and order;
b) Monitor Conciliation-Mediation operations for the entry of new cases, status of
pending cases, performance of Conciliation-Mediators;
c) Submit semi-annual reports of co-operative cases to the Authority within 15 days
after the end of every semester,
d) Accept and file Evaluation Reports;
e) Submit recommendations for improvements to the Board of Directors
f) Recommend to the Board of Directors any member of the cooperative for Conciliation-
Mediation Training as Cooperative Conciliator-Mediator;
g) Issue certificate of Non-Settlement; and
h) Perform such other functions as may be prescribed in the By-laws or authorize by
the General Assembly.

Section 9. Ethics Committee

An Ethics Committee shall be composed of three (3) members whom shall be

appointed by the Board of Directors 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 appointments, they shall elect from among themselves a Chairperson, Vice-
Chairperson and Secretary. However, no members of this committee shall hold position
as a member of any other committees, likewise, no members of any committee shall hold
position as a member of this committee during their term of office.

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

The committee shall develop ethical norms and code of conduct to be

observed by the members, officers and employees of the cooperative. Those are subject
to the approval of the board of directors and monitoring of the Ethics Committee for the
conformity in accordance with the universally accepted principles of cooperation, good

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governance and good values and recommend to the Board of Directors any measures to
address the gap, if any.

Section 11. Credit Committee

A Credit Committee shall composed of three (3) members whom shall be appointed
by the Board of Directors 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
appointments, they shall elect from among themselves a Chairperson, Vice-Chairperson
and Secretary. However, no members of this committee shall hold position as a member
of any other committees, likewise, no members of any committee shall hold position as
a member of this committee during their term of office.
These committee shall formulate credit rules and guidelines, shall monitor the
adequacy and effectiveness of the such rules and guidelines, shall review continuously
and periodically the books and records of credit to ensure that these are in accordance
with the cooperative principles and generally accepted accounting practices, Maintain
reports on credit and submit it to the Board of Directors monthly and perform such
other functions as assigned by the General Assembly.

Section 12. Other Committees

By a majority vote of all its members, the Board of Directors may form such
other committees as may be deemed necessary for the operation of the Cooperatives.

ARTICLE VI
Officers and Management Staff

Section 1. Officers and Their Duties

The officers of the co-operative shall include the members of the Board of
Directors, different committees created by the general assembly, general manager or
chief executive officer, secretary, treasurer and members holding other positions as may
be provided for in this by-laws, shall serve according to functions and responsibilities of
their respective offices as follows;

a. The Chairperson:

i. Set the agenda for board meetings in coordination with the other members of
the Board of Directors;
ii. Preside over all meetings of the Board of Directors and of the General
Assembly;
iii. Sign contracts, agreements, certificates and other documents on behalf of the
cooperative as authorized by the Board of Directors or by the General
Assembly;
iv. Issue Certificate of Non-Affiliation with the Federation of Union; and
v. Perform such other functions of the chair as may be authorized by the Board
of Directors or by the General Assembly;

b. Vice-Chairperson:

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 i. Perform all duties and responsibilities of the chairperson in the absence of the
latter;
ii. Act as ex-officio chairperson of the Education, Training and Information
Committee; and
iii. Perform such other duties as may be delegated to him/her by the Board of
Directors.

c. The Treasurer:

The Treasurer shall be appointed by the Board of Directors and/or be hired

from among members and directly responsible to the Board of Directors in performing
the following duties:

i. Ensure that all cash collections are deposited in accordance with the policies
set by the Board of Directors;
ii. Have custody of all funds, securities, and documentations relating to all assets,
liabilities, income and expenditures as a basis for the cooperative financial
status;
iii. Monitor and review the financial management operations of the cooperative,
subject to such limitations and control as may be prescribed by Board of
Directors:
iv. Maintain full and complete records of cash transactions;
v. Maintain a Petty Cash Fund and Daily Cash Position Report;
vi. Perform such other functions as may be prescribed in the By-laws

d. The Secretary:

i. Secretary of the board of director shall keep an updated and complete registry
of all members;
ii. Record, prepare, maintain and records all minutes of the meetings of the Board
of Directors and General Assembly;
iii. Ensure that necessary actions and decisions are transmitted to the
management for compliance and implementation and prepare the necessary
documents for the implementation of relevant actions;
iv. Issue and certify the list of members who are in good standing and entitled to
vote as determined by the Board of Directors;
v. Prepare and issue Share Certificates;
vi. Serve notice of all meetings called and certify the presence of quorum of all
meetings;
vii. Keep copy of Treasurer’s reports and other reports;
viii. Keep and maintain the Share and Transfer Book;
ix. Serve as custodian of the cooperative seal;
x. Perform duties of the treasurer in his/her absence; and
xi. Perform such other functions as may be prescribed in the By-laws or
authorized by the General/Representative Assembly.

Section 2. Liabilities of Directors, Officers and Committee Members

The member of the Board of Directors, Officers and Committees 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 co-operatives 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.

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 When a Director, Officer or Committee member attempts to acquire, or acquires
in violation of his/her duites, any interest or equity adverse to the cooperative in respect
to any matter which has been reposed in him 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 1. The General Manager

No person shall be appointed and/or be hired by to the position of general

manager unless he/she possesses the following qualifications and none of the
disqualifications herein enumerated:

a) He must be familiar or have at least two (2) years of experience with the
business operation of the cooperative;
b) Willing to serve with honesty;
c) He must not be engaged directly or indirectly in any activity similar to the
business of the cooperative;
d) He must not have been convicted or must have no pending of any
administrative, civil or criminal case involving financial and/or property
accountabilities, moral turpitude, gross negligence or grave misconduct in the
performance of his/her duties;
e) He must not be addicted to any form of gambling or immoral or vicious habits;
f) He must be willing to undergo pre-service and/or in-service trainings.

Section 2. Duties of the General Manager

a) Oversee the overall day to day activities of the managers of business operations
of the cooperative by providing general direction, supervision, management
and administrative control over all the operating departments subject to such
limitations as may be set forth by the Human Resource Committee, Board of
Directors or the General/Representative Assembly;
b) Formulate and recommend, in coordination with the operation managers of all
departments under his/her supervision, the Cooperative’s Annual and
Medium Term Development Plan, programs and projects, for approval of the
Human Resource Committee, Board of Directors and ratification of the
General/Representative Assembly;
c) Implement the duly approved plans and programs of the cooperative and any
other directive or instruction of the Human Resource Committee and/or Board
of Directors.
d) Provide and submit to Human Resource Committee who will submit to the
Board of Directors monthly reports on the status of the cooperative businesses
operation as a summary of the manager’s report,vis-a-vis its targets and
recommend to the Human Resource Committee appropriate policy or
operational changes, if necessary to gain the cooperative goal;
e) 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;
f) Ensure compliance with all administrative and other requirements of
regulatory bodies; and

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 g) Perform such other functions as may be prescribed in the By-laws or
authorized by the General/Representative Assembly.

Section 3. The Managers (for specific businesses)

No person shall be hired to the position of manager unless he/she possesses

the following qualifications and none of the disqualifications herein enumerated:

g) He must be familiar or have at least two (2) years of experience with the
business operation of the cooperative;
h) Willing to serve with honesty;
i) He must not be engaged directly or indirectly in any activity similar to the
business of the cooperative;
j) He must not have been convicted or must have no pending of any
administrative, civil or criminal case involving financial and/or property
accountabilities, moral turpitude, gross negligence or grave misconduct in the
performance of his/her duties;
k) He must not be addicted to any form of gambling or immoral or vicious habits;
l) He must be willing to undergo pre-service and/or in-service trainings.

Section 4. Duties of the Manager

a) Oversee the overall day to day activities of the of business operations of the
cooperative by providing direction, supervision, management and
administrative control over all the operation and employees subject to such
limitations as may be set forth by the Human Resource Committee, Board of
Directors or the General/Representative Assembly;
b) Formulate and recommend, in coordination with the employees of the business
under his/her supervision, the Development Plan, programs and projects to the
General Manager, for approval of the Human Resource Committee, Board of
Directors and ratification of the General/Representative Assembly;
c) Implement the duly approved plans and programs of the cooperative and any
other directive or instruction of the Human Resource Committee and/or Board
of Directors to the employees and to the business.
d) Provide and submit to the General Manager who will submit to Human Resource
Committee monthly reports on the status of the business operation as a
summary of the employees report vis-a-vis its targets and recommend to the
General Manager an appropriate policy or operational changes, if necessary to
gain business goal;
e) Represent the business in any agreement, contract, business dealing, and in
any other official business transaction as may be authorized by the Board of
Directors;
f) Ensure compliance with all administrative and other requirements of regulatory
bodies; and
g) Perform such other functions as may be prescribed in the By-laws or authorized
by the General/Representative Assembly.

Section 5. The Bookkeeper

The Bookkeeper is under the General Manager in the Supervision of the

Human Resource Committee but directly responsible to the Board of Directors in
performing the following duties:

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 a) Shall keep book of accounts of transactions of businesses and shall ensure its
Bureau of Internal Revenue seal;
b) Shall ensure all source documents on operation audited by the treasurer are in
proper compilation, signed and correct;
c) Shall formulate credible and effective accounting procedures to present monthly
report on financial status and current operation to the internal auditor ;
d) Shall prepare and submit financial statement as prescribed by the auditor or
by the Board of Director;
e) Paid for all necessary transactions as maybe prescribed by the Manager and
maintain full and complete records of cash transactions;
f) Shall help and coordinate with the Board of Director on preparation of annual
budget for the cooperative annual plan ; and
g) Perform other functions as may be prescribed in the By-laws or authorized by
the General/Representative Assembly.

No person shall be hired to the position of the Bookkeeper unless he/she

possesses the following qualifications and none of the disqualifications herein
enumerated:

a) Graduated at Commerce or Accounting Course;

b) High School graduate must be accepted only to pledge that he/she will
undergo a special training and seminar before performing such duty and
should be willing to learn.
c) He must be familiar or have at least two (2) years of experience with the
business operation of the cooperative;
d) Willing to serve with honesty;
e) He must not be engaged directly or indirectly in any activity similar to the
business of the cooperative;
f) He must not have been convicted or must have no pending of any
administrative, civil or criminal case involving financial and/or property
accountabilities, moral turpitude, gross negligence or grave misconduct in the
performance of his/her duties;
g) He must not be addicted to any form of gambling or immoral or vicious habits;
h) He must be willing to undergo pre-service and/or in-service trainings.

Section 6. The Internal Auditor

The Auditor shall perform his/her duty freely as an internal auditor outside the
authority of the managers and of the general manager, treasurer and by the bookkeeper.
However, directly responsible to the Audit Committee, Human Resource Committee and
to the Board of Directors in performing the following duties:

a) Shall perform auditing procedures for the book of accounts per business and
attest its credibility and fairness according to the generally accepted accounting
principles;
b) Shall ensure all source documents on operation audited by the treasurer and
bookkeeper are in proper compilation, signed and correct;
c) Shall formulate credible and effective auditing procedures to present monthly
report to the Board of Director on financial status and current operation
according to the financial statement presented by the bookkeeper;
d) Shall coordinate with the External Auditor for the purpose of annual auditing
procedures; and

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 e) Perform other functions as may be prescribed in the By-laws or authorized by
the General/Representative Assembly.

No person shall be hired to the position of the Internal Auditor unless he/she
possesses the following qualifications and none of the disqualifications herein
enumerated:

a) Graduated at Commerce or Accounting Course;

b) High School graduate must be accepted only to pledge that he/she will
undergo a special training and seminar before performing such duty and
should be willing to learn.
c) He must be familiar or have at least two (2) years of experience with the
business operation of the cooperative;
d) Willing to serve with honesty;
e) He must not be engaged directly or indirectly in any activity similar to the
business of the cooperative;
f) He must not have been convicted or must have no pending of any
administrative, civil or criminal case involving financial and/or property
accountabilities, moral turpitude, gross negligence or grave misconduct in the
performance of his/her duties;
g) He must not be addicted to any form of gambling or immoral or vicious habits;
h) He must be willing to undergo pre-service and/or in-service trainings.

Section 7. Continue Training Requirements

All members of the cooperative, Board of Directors, Committees, and the rest
of the Management Staff shall and required to undergo relevant and continue trainings
and seminars to be conducted by the cooperative and any other institutions duly
accredited by the Cooperative Development Authority pursuant to the provisions of the
Republic Act 9520 and in the By-Laws. Failure to comply therewith shall include such
as ground for disqualification of the concerned officer to run for such position in the
next election, removal or termination of membership according to the gravity of willful
or accidental offenses.

Section 8. Compensation

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, in the
preceding calendar year, the cooperative reported a net loss or the rate of interest on
share capital is less than the official inflation rate for the same year.
However, all cooperative employees under Human Resource Committee
shall be compensated for their job pursuant to the provisions of Presidential Decree No.
442, otherwise known as “The Labor Code of the Philippines” as amended, and of the
By-Laws, and of the Human Resource Committee, of the Board of Directors and of the
General Assembly.

Section 9. Organizational and Operational Structure

The Board of Directors shall draw an organizational structure fitted to the

purpose and objectives of the cooperative to be presented clearly to the General

18
Assembly and all necessary changes to comprehend proper coordination between
functions inside the cooperative.
Accordingly, they shall formulate, in coordination with the Human
Resource Committee a managerial scheme for the business operation under the General
Manager and they shall promulgate policies, systems and procedure to sustain
functional coordination of all operating units. Recruitment, selection and hiring; and
placement, training and evaluation of employee ability shall conform to the policies of
the Human Resource Committee as approved by the Board of Directors according to the
generally accepted principles and industrial norms.

ARTICLE VII
CAPITAL STRUCTURE

Section 1. Sources of Funds

a) Member’s share capital contribution, common and/or preferred;

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 and such other assistance from any
local or foreign institution, public or private;
e) Retentions from the proceeds of services/goods procured by members;
f) Reserves; and
g) Other sources of funds as may be authorized by law.

Section 2. Continuous Capital Build-Up

Every member shall have contributed in any or all of the following:

a) At least fifty percent (50%) of his/her annual interest on capital and patronage
refund;
b) At least two percent (02%) of each loan granted; and
c) Continues deposit of savings in cooperative

Section 3. Cooperative Guarantee Fund

At least One Percent (1%) of the gross income of the cooperative shall be set aside to
constitute the Cooperative Guarantee Fund which shall be a social fund for the purpose
of guaranteeing the realization of the objectives of cooperative, payment of common
services and facilities for the benefit of the members and for investment in other
cooperative.

Section 4 . Borrowing

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

Section 5. 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

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payment of patronage refunds and 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 rights and privileges or restrictions as may be deemed just
and equitable.

Section 6. Retentions

The general assembly may authorize the Board of Directors to raise additional
capital by deducting a certain percent on a per unit basis from the proceeds of services
acquired and/or goods procured by members.

Section 7. Share Capital and Share Certificate

Share Capital refers to the unit of capital where in the value of which shall
be one hundred (Php. 100.00) pesos per share.
Share Capital Certificate which has Serial number shall be issued to each
member upon full payment of the subscribe share capital. The Certificate shall contain
the shareholder’s name, the number of shares owned, the par value and duly signed by
the Chairman and the Secretary, and bearing the official seal of the cooperative. All
issues and transfers shall be registered in the share and transfer book.
The shares may be purchased, owned and held only by persons who are eligible
for membership. Interest may be paid only on the paid-up capital at the rate prescribed
by the Cooperative Development Authority and interest may be in cash, or credited
towards payment of subscriptions, outstanding accounts, or additional shares or to the
revolving fund of the cooperative.

Section 8. Transfer of Shares

1. The Cooperative shall have the first option to buy any share offered for sale. The
amount to be paid for such shares shall be the par value whichever is lower.

2. If the cooperative is not in the position or refuse to buy the shares, the withdrawing
member has the right to sell it to any person eligible to be a cooperative member.

3. No one can transfer his/her share even the interest of it unless:

a. He has held such shares or interests for at least one (1) year;
b. The transfer is made to a member of the cooperative or to a person who falls
within the field of membership of the cooperative, and that said person is
acceptable to the cooperative; and
c. The Board has approved such transfer.

4. The transfer 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 have been endorsed and surrendered to the Cooperative and a new
certificate is issued in the name of the member-transferee. If the last transferee, is not
a member but qualified to be a member, he/she shall be required to pay the membership
fee of One Hundred Pesos (Php. 100.00) shall be charged.

5. In case of loss or destruction of share certificate, the Board of Directors may issue a
replacement after the owner thereof executes a sworn affidavit in triplicate, setting forth
the following:

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 a) Circumstances as to how, when and where said certificate was lost or
destroyed;
b) The number of shares it represents;
c) The serial number of the certificate;
d) The lost or destroyed certificate has never been transferred, sold or endorsed
to any third party; and that should the same be found, the owner shall
surrender it to the cooperative.; and

Any false representation or statement made in the aforesaid affidavit shall be

a ground for expulsion from the cooperative.

ARTICLE VIII
OPERATIONS

Section 1.
The cooperative shall procure the production inputs and supplies, consumer
goods machineries, other equipments and their spare parts of its members and the
community in bulk from the best sources possible through a cooperative purchasing
goods available regularly at the right quality and quantity at reasonable prices.

Section 2.
The cooperative shall endeavor to have a sizeable portion of the retail trade and
/or services and influence the traffic and prices of the goods and/or services toward
stabilizing prices of these goods/services. In this regard, the cooperative shall endeavor
to serve as direct link between the producers and the consumers/users to minimize he
factors of merchandising and bring down prices of commodity to a realistic level.

Section 3.
All members shall execute a marketing and/or service agreement with the
cooperative. The latter shall market the product of the members and/or provide the
needed service in the usual and customary manner, or in any manner it may see fit
under the circumstances, having in mind the interest and welfare of the members.
Section 4.
Loans may be granted to members entitled to vote either for providential or
productive purpose.
In the determination of the amount of the loans to be granted, the applicant’s
character, capacity to pay collateral or securities offered to insure the payment of the
loans shall be considered.

Section 5. Condition of Loans

The Board of Directors shall prescribe the terms and conditions for the granting
of loans, the maximum amount that may be granted a member, the rate of interest, fines
for payment in default, maximum period of repayment and all other factors as well, to
facilitate the loaning operation and safeguard the interest of the members and the
borrowers.
In determining the rate of interest, the Board of Directors shall be guided by the
overriding principle of service above profit.

Section 6. Renewal of Loan

Regular loans may be renewed provided a certain percent thereof has already been
paid. The percentage of payment shall be determined by the Board from time to time as

21
changes in the total maximum loans allowed to all members occur and as the need
arises.

Section 7. Application for Loans

A loan application shall state specifically the purpose or purposes for which the
money is to be used. Any false representation or statement made in the application shall
be ground for the cancellation of the loans or if the money has been used for a purpose
other than those for which it was granted, the loan shall at once become due and
demandable.

Section 8. Restrictions on Officers, Directors, and Committee Member

No director or committee member shall vote on a loan requested by a member
his family, natural or by affinity to the third degree, or on a loan requested by a person
who owes a debt to him or to any member of his family; neither can he become a co-
maker, security nor endorser on any loan contracted with the cooperative. The
application for a loan by a member of the credit committee shall be subject to the
approval of the Board of Directors.

Section 9. Appeal
An appeal from the decision of the Credit Committee for abuse of discretion or
violation of any existing policy of the Board of Directors may be the joint meeting of the
Board of Directors and the Audit Committee, whose decision on the matter shall be final.

Section 10. Deposits

The cooperative may accept two (2) kinds of deposits from members only:

a. Savings Deposits – Any member, in addition to share capital investment, may

open a savings deposit, the rate of interest of which shall be determined by the Board of
Directors at the beginning of each fiscal year in no case to exceed the rate prescribe by
Bangko Sentral ng Pilipinas (BSP).
Savings deposits not falling below Two Hundred Pesos (P 200.00) during any
calendar month shall be entitled to interest to be computed quarterly based on the
lowest monthly balance outstanding during the period. The interest shall be credited to
the depositor’s account and the same shall earn interest from the date it is credited at
the same rate as savings deposits.
The Board of Directors shall prescribe the rules and regulations governing
withdrawals from the savings deposit.

b. Time Deposits – Deposits for a fixed period of time and for a fixed rate of
interest may be accepted by the cooperative. The Time Deposit Certificates in the form
prescribed by the Board of Directors evidencing the deposit shall be issued to depositors.

Section 11.
The cooperative shall mobilize the resources of its members for capital formation
toward financing other services needed by them and the community.

Section 12.
Services over and above profit shall be overriding consideration of the cooperative
in the pursuit of its goal and in the operation of its business.
Section 13.
The cooperative shall engage in savings and loaning services and other financial
assistance to its members.

Section 14.

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 The cooperative shall engage in cattle, poultry, and hog raising, hog dispersal or
paiwi and to provide meat (fresh and processed), feeds trading, marketing of members
product, operate and manage canteen and/or catering service, buko trading, basic
commodities, other goods and services and other requirements of the members and non
member.

ARTICLE IX
ALLOCATION AND DISTRIBUTION OF NET SURPLUS

At the end of every year, the cooperative shall allocate and distribute net surplus
as follows:

1. Reserve Fund

Ten percent (10%) shall be set aside for Reserved Fund every year:

a. 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.
b. The reserve fund shall not be utilized for investment, other than those allowed
in the Philippine 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.
c. Upon the dissolution of the cooperative, the reserve fund shall not be
distributed among the members. However, the general assembly may resolve:

i. To establish usufructuary fund for the benefit of any federation or union to

which the cooperative is affiliated; or

ii. To donate, contribute or otherwise dispose of the amount for the benefit of
the community where the cooperative operates or to the Samahan ng
Tatlong Persona Solo Dios. 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 or operating within the
cooperative’s area of operation.

2. Education and Training Fund.

Ten percent (10%) shall be set aside for Education and Training Fund every
year.

a. Half of the amount allocated to the education and training fund annually under
this subsection may be spent by the co-operative for education and training
purposes; while the other half may be remitted to a union or federation chosen by
the co-operative or of which it is a member.
b. 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 said officers.

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 c. The other half shall be remitted to General Officers of Yakap at Halik Multi-
Purpose Cooperatives who works toward the foundation of Yakap at Halik Union
of Cooperatives

3. Optional Fund

Not more than Seven percent (7%) shall be set aside for Optional Fund for land and
building fund and such other developmental purposes as may be identified by
cooperative as approved by the general assembly.

4. Community Development Fund

Three percent (3%) shall be set aside annually for projects and activities that
will benefit the community where the cooperative operates.

5. Interest on Share Capital and Patronage Refund.

The remaining seventy (70%) percent of the net surplus shall be made
available to the members in the form of interest on share capital not to exceed the
normal rate of return on investment prescribed by law, and patronage refunds. 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, subject to the
following rules:

a) The patronage refund of a member with fully paid share capital shall be paid to
him in cash or at this option be credited to his account as additional share capital;
b) The patronage refund of a member with unpaid share capital subscription shall
be credited to his account as payment of his unpaid subscriptions until the same
shall have been fully paid;
c) In case of non-member patrons, his proportionate amount of patronage refund
shall be set aside in a general fund such patrons and shall be allocated to
individual non-member patrons only upon request and presentation of evidence
of the amount of his/her patronage. The amount so allocated is credited to such
patrons towards payment of the minimum capital contribution for membership.
When a sum equal to this amount has accumulated at any time within a period
of two (2) years such patron shall be demed and become a member of the
cooperative if has no agrees or request and complies with the provision of these
by-laws for admission to membership.
d) If within the period specified in the preceding paragraph, any non-member patron
who has accumulated the sum necessary for membership, but refuses or fails to
qualify for membership, the amount so accumulated in his account together with
any part of the general fund for non-member patrons shall be credited to the
reserve fund or to the education and training fund of the cooperative at the option
of the general assembly.

ARTICLE XI
MISCELLANEOUS

Section 1. Investment of Capital

The Cooperative may invest its capital in any or all of the following:

24
 a) Shares or debentures or securities of any secondary cooperative;
b) any reputable bank in the locality or any Co-Operative or Cooperative banks;
c) Securities issued or guaranteed by Government; and/or
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 generally accepted accounting principles
and practices, applied consistently from year to year, and subject to existing rules and
laws. It shall adopt the Standard Chart of Accounts (SCA) formulated by the Authority.

Section 3. Annual Audit

Within sixty (60) days after the fiscal year, The Board of Directors shall in
consultation with the Audit Committee, cause the annual financial, performance and
social audit of the cooperative by an external auditor who satisfies all the following
qualifications:

a) He/she is independent of the cooperative. In case of financial audit, he/she is

a member in good standing of the Philippines Institute of Certified Public
Accountants (PICPA) and is accredited by both the Board of Accountancy and
the Cooperative Development Authority;
b) The Social Audit shall be conducted by an independent social auditor
accredited by the Cooperative Development Authority; and
c) Performance and Social Audit Reports which contain the findings and
recommendations of the auditor shall be submitted to the Board of Directors.

Section 4. Training Requirements

Officers of the cooperative shall be required to undergo necessary training

conducted by Cooperative Federation and/or other trainers or training instruction
program should contain these minimum requirements in the module/curriculum as
prescribed by the Authority. The initial courses or any equivalent substitute thereof
must be undertaken.

Section 5. 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 lists 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 Statements; and
d) List of officers and trainings undertaken / completed.

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Section 6 .Settlement of Disputes

Any dispute arising between or among members of the board of directors,

committee officers, and management staff and individual members shall be referred to
the mediation/conciliation committee subject to the rules and procedure promulgated
by the board of directors in conformity with the guidelines issued by the Cooperative
Development Authority. They shall arrange dispute to control it and reconcile parties.
If the dispute arises between members of Mediation and Conciliation Committee,
the Board of Directors take charge on its settlement. But if the dispute arises between
members of Mediation and Conciliation Committee and the member of the Board of
Directors, the Board of Directors shall appoint special committee of five (5) members
from different committees a conciliator-mediator coordinator who can handle the issue.

In case mediation-conciliation fails in the level of the cooperative, the same may
be brought to the federation or union where the cooperative is affiliated or in the
City/Municipal Cooperative Development Council (C/MCDC) where the cooperative
operates, or to the Cooperative Development Authority. In case, the Authority shall
execute final decision on such issue.

ARTICLE XII
AMENDMENTS

Section 1. Amendments

Amendments to the Articles of Cooperation and this By-Laws may be

adopted by at least two-thirds (2/3) votes of all members entitled to vote at any regular
or special general assembly called for the purpose without prejudice to the rights of
dissenting members to withdraw their membership under the provisions of the
Philippines Cooperative Code.

The amendment/s shall take effect upon approval of the Certificate of

Registration of Amendments by the Cooperative Development Authority.

Voted and adopted this 27th day of September, year 2020 in Brgy. Bagumbayan,
Tanauan City, Batangas Philippines.

NAME AND SIGNATURE OF COOPERATORS

1 Fernando Tabelisma Original Documents Signed

2 Feliza Delos Reyes Original Documents Signed
3 Llewelyn Garcia Original Documents Signed
4 Micahel Delos Reyes Original Documents Signed
5 Marcela Baradas Original Documents Signed
6 Cornelio Baradas Original Documents Signed
7 Salvacion Baradas Original Documents Signed
8 Marilyn Baradas Original Documents Signed
9 Rrenalyn Baradas Original Documents Signed
10 Bonifacia Arcega Original Documents Signed
11 Julian Presto Original Documents Signed
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12 Janeth Baradas Original Documents Signed
13 Eugenia Presto Original Documents Signed
14 Consuelo Marinay Original Documents Signed
15 Pablo Marinay Original Documents Signed
16 Darwin Millares Original Documents Signed
17 JNA Alec L. Marinay Original Documents Signed
18 Jari Erlen L. Marinay Original Documents Signed
19 Nestor Montablan Original Documents Signed
20 Sofia Nenette Malijan Original Documents Signed
21 Roberto Malijan Original Documents Signed
22 Leona Lequin Original Documents Signed
23 Regina Montablan Original Documents Signed
24 Rowena Alcaraz Original Documents Signed
25 Ignacio Lawas Original Documents Signed
26 Olivia Lawas Original Documents Signed
27 Salvacion Mugar Original Documents Signed
28 Rustico Baronia Original Documents Signed
29 Rommel Mugar Original Documents Signed
30 Arnufo Obena Original Documents Signed
31 Lester Lequin Original Documents Signed
32 Ma Virginia Narvaez Original Documents Signed
33 Ramil Narvaez Original Documents Signed
34 Tiburcio Diaz Original Documents Signed
35 Edgardo Manalo Jr. Original Documents Signed
36 Jhandith Manalo Original Documents Signed
37 Enrico Manalo Original Documents Signed
38 Lilybeth Manalo Original Documents Signed
39 Emmanuel Manalo Original Documents Signed
40 Crisanto Lawas Original Documents Signed
41 Imelda Lawas Original Documents Signed
42 Ma. Theresa Manalo Original Documents Signed
43 Lito Mercado Original Documents Signed
44 Rhuby Mercado Original Documents Signed
45 Maria Carrasco Original Documents Signed
46 Eduardo Carrasco Original Documents Signed
47 Reynald Mugar Original Documents Signed
48 Aileen Mugar Original Documents Signed
49 Rosalina Mercado Original Documents Signed
50 Felisa Barquilla Original Documents Signed
51 Tteodora Pagsaligan Original Documents Signed
52 Margie Libang Original Documents Signed
53 Arsenia Opena Original Documents Signed
54 Homina Garcia Original Documents Signed
55 Marciano Coz Original Documents Signed
56 Roderick Barquilla Original Documents Signed
57 Julieta Vergara Original Documents Signed
58 Mergielyn C. Elic Original Documents Signed
59 Ruben Coz Original Documents Signed
60 Maricel Onsay Original Documents Signed
61 Abondio Garcia Original Documents Signed
62 Josie Perez Original Documents Signed
63 Ma. Gracia Illustre Original Documents Signed

27
 SIGNED IN THE PRESENCE:

Original Documents Signed Original Documents Signed

JOSE R. ILLUSTRE ERLINDA GUEVARRA
WITNESS WITNESS

We, the undersigned, constituting a majority of the Board of Directors of the

YAKAP AT HALIK MULTI-PURPOSE COOPERATIVE BATANGAS 2 (YHMPCB2) do hereby
certify that the foregoing instrument is the Code of By-Laws of the Cooperative.

Julieta Vergara
Chairperson

Felisa Delos Reyes Nestor Montablan

Vice-Chairperson BOD Member

Imelda Lawas Joseph Millares

BOD Member BOD Member

28