Amended

BY-LAWS
OF

DAVAO BIR EMPLOYEES MULTIPURPOSE COOPERATIVE (DABIREMCO)

KNOW ALL MEN BY THESE PRESENTS:
We, undersigned Filipino citizens, of legal age, and residents of the
Philippines, representing at least majority of the members of this primary
cooperative, do hereby adopt the following code of By-laws.
ARTICLE I
PURPOSE/S AND GOALS
The purpose/s and goals of this cooperative are those set forth in its
Articles of Cooperation.
ARTICLE II
MEMBERSHIP
Section 1.
Membership. This cooperative shall have regular and
associate members.
Section 2. Qualifications for Membership. The membership of this
cooperative is open to all natural persons, Filipino citizens, of legal age, with
capacity to contract and, within the common bond and field of membership
described as follows:
Employees of BIR Davao Revenue Region
However, if an employee who became a member and later on retires
from the service or transferred to another office/ region shall continue
his/her membership if he/she maintains his/her responsibilities as a
regular member for a period of one year, otherwise, he/she shall be
classified as associate member.
Section 3. Requirements for Membership. A member must have
complied with the following requirements:
a) Approved application for membership;
b) Certificate of completion of the prescribed Pre-Membership Education
Seminar (PMES);
c) Subscribed and paid the required minimum share capital and
membership fee;
Section 4. Application for Membership. An applicant for membership
shall file a duly accomplished form to the Board of Directors who shall act
upon the application within __thirty____ (__30__) days from the date of filing.
The Board of Directors shall devise a form for the purpose which shall, aside
from the personal data of the applicant, include the duties of a member to
participate in all programs including but not limited to capital build-up and
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savings mobilization of the cooperative and, such other information as may

be deemed necessary.
The application form for membership shall include an undertaking to
uphold the By-laws, policies, guidelines, rules and regulations promulgated
by the Board of Directors and the general assembly. No application for
membership shall be given due course if not accompanied with a
membership fee of ____two hundred pesos_________________ (Php__200.00_),
which shall be refunded to the applicant in case of disapproval.
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, whose decision on the matter shall be final.
Section 6. Minimum Share Capital Requirement. An applicant for
membership shall subscribe at least ___ten___ (___10___) shares and pay the
value of at least _____two____ (__2_____) shares upon approval of his
membership.
However, no member shall own or hold more than ten percent (10%) of
the total subscribed 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. Every member
shall have the following duties:
a) Pay the installment of his subscribed share capital as it falls due until
fully paid and to participate in the capital build-up and savings
mobilization activities of the cooperative;
b) Patronize the cooperatives businesses and services;
c) Participate in the membership education programs;
d) Attend and participate in the deliberation of all matters taken during
general assembly meetings;
e) Observe and obey all lawful orders, decisions, rules and regulations
adopted by the Board of Directors and the general assembly; and
f) Promote the purposes and goals of the cooperative, the success of its
business, the welfare of its members and the cooperative movement in
general.
Section 8.1. Rights and Privileges of Regular Members.
member shall have the following rights and privileges:
a) Attend the general membership meeting;
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A regular

b) Avail of the services of the cooperative, subject to certain conditions

as may be prescribed by the Board of Directors;
c) Inspect and examine the books of accounts, the minutes books, the
share register, and other records of the cooperative during reasonable
office hours;
d) Secure copies of cooperative records/documents pertaining to the
account information of the concerned member;
e) Has preference in the payment of interest on share capital but only
after satisfying the interest for associate members and has preference
also in the distribution of the net assets of the cooperative in case of
liquidation subject to the classification and preference of credits
under Article 2241 of the New Civil Code of the Philippines; and
f) Such other rights and privileges as may be granted by the general
assembly.
A regular member shall mean a person presently employed with BIRDavao Revenue Region with an approved application for membership or even if
retired, transferred to another office/ region or separated from the service but
continues to perform the duties and responsibilities of a regular member.
Section 8.2. Rights and Privileges of Associate Members.
associate member shall have the following rights and privileges:
a) Attend the general membership meeting;

An

b) Avail of the services of the cooperative, subject to certain conditions as

may be prescribed by the Board of Directors;
c) Inspect and examine the books of accounts, the minutes books, the
share register, and other records of the cooperative during reasonable
office hours;
d) Secure copies of cooperative records/documents pertaining to the
account information of the concerned member;
e) Has preference in the surplus available for distribution, if there be any,
but only after the cooperative has deducted the mandatory reserve
requirements in compliance with the CDA policy.
A fixed interest rate of three percent (3%) per annum shall be paid on
the share capital contribution of associate members.
f) Has the right to vote provided he/she meets the conditions in Section 9
of the By-Laws; and
g) Such other rights and privileges as may be granted by the general
assembly.
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An associate member shall mean a regular employee of the BIR-Davao

Revenue Region but was transferred to another BIR office outside the region or
who has been separated/ who has already retired from the service and stopped
performing any or all of the duties and responsibilities of a regular member for a
period of one (1) year.
Section 9. Member Entitled to Vote. Any regular member/ associate
member who meets the following conditions is a member entitled to vote:
a) Paid the membership fee and value of the minimum shares required
for membership;
b) Not delinquent in the payment of his share capital subscriptions and
other accounts or obligations;
c) Not violated any of the provision of this By-laws, the terms and
conditions 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) Participated in the affairs of the cooperative and patronized its
businesses in accordance with cooperatives policies and guidelines.
Failure of the member to meet any of the above qualifications shall mean
suspension of voting rights subject to the declaration of the Board of Directors
until the same has been lifted upon the determination of the latter.
Consequently, a member entitled to vote shall have the following
additional rights:
a)

Participate and vote on all matters deliberated upon during general

assembly meetings;

b) Seek any elective or appointive position, subject to the provisions of

this By-laws and the Philippine Cooperative Code of 2008;
c) Such other rights and privileges as may be provided by the general
assembly.
Section 10 Liability of Members. A member, whether regular or
associate, shall be liable for the debts of the cooperative only to the extent of
his subscribed share capital.
Section 11. Termination of Membership. Termination of membership
may be automatic, voluntary or involuntary, which shall have the effect of
extinguishing all rights of a member in the cooperative, subject to refund of
share capital contribution under Section 13 hereof.

a) Automatic Termination of Membership.

The death, insanity,
permanent incapacity or judicial declaration by a competent court of the
insolvency of a member shall be considered an automatic termination of
his membership in the cooperative.
b) Voluntary Termination. A member may, for any reason, withdraw his
membership from the cooperative by giving sixty (60) - day notice to the
Board of Directors. However, no member shall be allowed to withdraw or
terminate his membership during any period in which he has any
pending obligation with the cooperative.
c) Involuntary Termination. A regular 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.

ii.

iii.

iv.

Has not patronized the services/businesses of the

cooperative as provided for in the policies approved by the
general assembly;
Has continuously failed to comply with his obligations as
provided for in the policies approved by the general
assembly;
Has violated any provision of this By-laws and the policies
promulgated by the Board of Directors as approved by the
general assembly; and
For any act or omission injurious or prejudicial to the
interest or the welfare of the cooperative.

Whereas, the causes set forth above shall not apply automatically to
associate members provided, their failure to comply with their obligations would
be for reasons beyond their control such as transfer of assignment outside the
region, incapacity or resignation/ retirement.
Section 12. Manner of Involuntary Termination. The Board of
Directors shall notify in writing the member who is being considered for
termination and shall give him the opportunity to be heard.
The decision of the Board of Directors may be appealed to the general
assembly and the procedure of which shall be in accordance with the last
paragraph of Article 30 of RA 9520.
Section 13. Refund of Share Capital Contribution. A member whose
membership is terminated shall be entitled to a refund of his share capital
contribution and all other interests in the cooperative. However, such refund
shall not be made if upon payment the value of the assets of the cooperative
would be less than the aggregate amount of its debts and liabilities exclusive,
of his share capital contributions. In which case, the terminated member
shall continue to be entitled to the interest of his share capital contribution,
patronage refund and the use of the services of the cooperative until such time
that all his interests in the cooperative shall have been duly paid. Upon the
acceptance of his withdrawal or approval of his termination, however, he loses
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his right to attend, participate and vote in any meeting of the Board of
Directors or the general assembly.
ARTICLE III
ADMINISTRATION
Section 1. The General Assembly. The general assembly is composed
of all the members entitled to vote, duly assembled and constituting a quorum
and is the highest policy-making body of the cooperative.
Section 2. Powers of the General Assembly. Subject to the pertinent
provisions of the Cooperative Code and the Rules issued thereunder, the
general assembly shall have the following exclusive powers which cannot be
delegated:
a) To determine and approve amendments to the Articles of Cooperation
and By-laws of the cooperative;
b) To elect or appoint the members of the Board of Directors, officers and
committees and to remove them for cause;
c) To approve developmental plans and programs of the cooperative; and
d) To exercise all other powers as may be authorized by law and the
Constitution.
Section 3. Meetings. Meeting 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 general assembly
shall hold its annual regular meeting at the principal office of the cooperative
or at any place within the Philippines on the 3rd Saturday of March of every
year.
Section 5. Special General Assembly Meeting. The Board of Directors
may, by a majority vote of all its members, call a special general assembly
meeting at anytime to consider urgent matters requiring immediate
membership decision. The Board of Directors must likewise call a special
general assembly meeting within one (1) month from the receipt of a written
request from:
a) At least ten percent (10%) of the total members entitled to vote;
b) The audit committee; or
c) The Federation or Union to which the cooperative is a member; or
d) Upon the order of the Cooperative Development Authority.
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Section 6. Notice of Meeting. All notices of meetings shall be in

writing and shall include the date, time, place and agenda thereof stated
therein.
a) Regular General Assembly Meeting. Notice of the annual regular
general assembly meeting shall be served by the Secretary, personally
or his duly authorized representative, by registered mail, or by
electronic means to all members of record at his last known postal
address, or by posting or publication, or through other electronic
means, at least one (1) week before the said meeting. It shall be
accompanied with an agenda, minutes of meeting of the last general
assembly meeting, consolidated reports of the Board of Directors and
Committees, 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, be registered mail, or by electronic
means upon each members who are entitled to vote at his last known
postal address, or by posting or publication, or through other
electronic means, at least one (1) week before the said meeting. It
shall state the purpose and, except for related issues, no other
business shall be considered during the meeting.
Section 7. Fiscal Year. The fiscal year of the cooperative shall
commence on the first day of January and end on the last day of December.
Section 8. Order of Business. As far as practicable, the order of
business of a regular general assembly meeting shall be:
a) Call to order;
b) Roll call;
c) Proof of due notice;
d) Declaration of presence of quorum;
e) Consideration of the minutes of the previous meeting of the general
assembly;
f) Matters arising from the minutes;
g) Consideration of the consolidated report of the board of directors,
officers and the committees, including audited financial statements of
the cooperative;
h) Unfinished business;
i) Election of directors and committee members;
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j) Approval of developmental plan and budget;

k) New business;
l) Other matters; and
m) Adjournment.
Section 9. Quorum for General Assembly Meeting. During the
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 10. 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 owned.
Election or removal of directors and committee members shall be by
secret ballot. Action on all matters shall be in any manner that will truly and
correctly reflect the will of the membership. No proxy and/or cumulative
voting shall be allowed.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Composition of the Board of Directors. The Board of
Directors shall be composed of ___seven_________ (__7_____) members.
Section 2. Functions and Responsibilities. The Board of 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 assembly;
e) Establish policies and procedures for the effective operation and
ensure proper implementation of such;
f) Evaluate the capability and qualification and recommend to the
general assembly the engagement of the services of the External
Auditor;
g) Appoint the members of the Mediation/Conciliation and Ethics
Committees and other officers as specified in the Code and By-laws of
the cooperative;
h) Declare the members entitled to vote;
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i) Decide election related cases involving the Election Committee and its
members;
j) Act on the recommendation of the Ethics Committee on cases
involving violations of the Code of Cooperative Governance and Ethical
Standards; and
k) Perform such other functions as may be prescribed in the By-laws or
authorized by the general assembly.
Section 3. Qualifications. No member shall be elected as a member of
the board of directors or any committee unless he is a member entitled to vote
and has the following qualifications:
a) Has paid the minimum capital requirement;
b) Has continuously patronized the cooperative services;
c) Has been declared as a member in good standing for the last two (2)
years immediately preceding the election or appointment;
d) Has completed or 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
Implementing Rules and Regulations of the Philippine Cooperative
Code of 2008.
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 that of a

party list representative or being an officer of a cooperative he or she
represents;

b) The members of the board of directors holding other position directly

involved in the day-to-day operation and management of the
cooperative;
c) Having direct or indirect personal interest with the business of the
cooperative;
d) Having been absent for three (3) consecutive meetings or in more than
fifty percent (50%) of all meetings within the twelve (12) month period
unless with valid excuse as approved by the board of directors;

e) Being an official or employee of the Cooperative Development

Authority;
f) Having been convicted by final judgment in administrative
proceedings or civil/criminal suits involving financial and/or property
accountability;
g) Failure or refusal without valid reason, to attend/ undergo the training
required of the position as stipulated under the Philippine Cooperative
Code of 2008 or its implementing Rules and Regulations; and
h) Having been disqualified by law.
Section 5. Election of the Board of Directors. The members of the
board of directors shall be elected by secret ballot by members entitled to vote
during the annual general assembly meeting or special general assembly
meeting called for the purpose. Unless earlier removed for cause, or have
resigned or become incapacitated, they shall hold office for a term of ___two___
(__2__) years or until their successors shall have been elected and qualified;
Provided, that majority of the elected board of directors obtaining the highest
number of votes during the first election after registration shall serve for two
(2) years, and the remaining directors for one (1) year. Thereafter, all directors
shall serve for a term of ____two____ (__2_____) years. The term of cooperating
directors shall expire upon the election of their successors in the first regular
general assembly after registration.
Section 6. Election of Chairman and Vice-Chairman. 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 ViceChairperson, and to elect or appoint the Secretary and Treasurer from outside
the Board.
For committees elected by the general assembly and/or appointed by the
Board of Directors, procedural process of electing the Chairperson, ViceChairperson 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
majority of the directors may at any time call a special Board meeting to
consider urgent matters. The call shall be addressed and delivered to the
Secretary stating the date, time and place of such meeting and the matters to
be considered. Notice of regular and special meetings of the Board of Directors,
unless dispensed with, shall be served by the Secretary in writing to each
director 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 cooperative
act.
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Section 8. Vacancies. Any vacancy occurring in the Board of Directors

by reason of death, incapacity, removal or resignation or transfer of assignment
outside the region, as a result of which becomes an associate member may be
filled-up by a majority vote of the remaining directors, if still constituting a
quorum; otherwise, such vacancy shall be filled by the general assembly in a
regular or special meeting called for the purpose. The elected director shall
serve only for the unexpired term of his predecessor in office.
In the event that the general assembly failed to muster a quorum to fill
the positions vacated by directors whose terms have expired and said directors
refuse to continue their functions on a hold-over capacity, the remaining
members of the Board together with the members of the Audit Committee shall
designate, from the qualified regular members of the general assembly, their
replacements who shall serve as such until their successors shall have been
elected and qualified in a regular or special general assembly meeting called for
the purpose.
If a vacancy occurs in any elective committee by reason of death
incapacity, removal or resignation or transfer of assignment outside the region,
as a result of which becomes an associate member, it shall be filled by the
remaining members of the said committee, if still constituting a quorum,
otherwise, the Board, in its discretion, may appoint or hold a special election to
fill such vacancy.
Section 9. Removal of Directors and Committee Members. All
complaints for the removal of any elected officer shall be filed with the board of
directors and such officer shall be given an 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 recommendation for
removal to the general assembly. For this purpose, the Board of Directors shall
provide policy on suspension.
An elective officer may be removed by three-fourths (3/4) votes 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 CDA upon failure of the board of directors to
call an assembly meeting to commence the proceeding of their removal. The
decision of the general assembly on the matter is final and executory.
An officer appointed by the board of directors may be removed from office
for cause by a majority vote of all members of the Board of Directors.
Section 10. Prohibitions.Any member of the Board of Directors shall
not hold any other position directly involved in the day-to-day operation and
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management of the cooperative nor engage in any business similar to that of

the cooperative or who in way has a conflict of interest with it.
ARTICLE V
COMMITTEES
A. ELECTIVE COMMITTEES
Section 1. Audit Committee. An Audit Committee is hereby created
and shall be composed of ____three______ ( __3___) members to be elected
during a general assembly meeting and shall hold office for a term of
____two______ ( __2_) year/s or until their successors shall have been elected
and qualified. Within ten (10) days after their election, they shall elect from
among themselves a Chairperson, Vice-Chairperson and a Secretary. No
member of the committee shall hold any other position within the cooperative
during his term of office. The committee shall provide internal audit service,
maintain a complete record of its examination an inventory, and submit an
audited financial report quarterly or as may be required by the Board and the
general assembly.
The audit committee shall be directly accountable and responsible to the
general assembly.
Section 2. Functions and Responsibilities of Audit Committee. The
audit committee shall:
a)

Monitor the adequacy and effectiveness of the cooperatives

management and control system;

b)

Audit the performance

responsibility centers;

of

the

cooperative

and

its

various

c) Review continuously and periodically the books of accounts and other

financial records to ensure that these are in accordance with the
cooperative principles and generally-accepted accounting procedures;
d) Submit reports on the results of the internal audit and recommend
necessary changes on policies and other related matters on operation
to the board of directors and general assembly;
e) Recommend or petition to the Board of Directors the conduct of
Special General Assembly when necessary; and
f) Perform such other functions as may be prescribed in the By-laws or
authorized by the general assembly.
Section 3. Election Committee. An Election Committee is hereby
created and shall be composed of ___three_____ ( ___3___) members to be
elected during a general assembly meeting and shall hold office for a term of
____two____ ( __2__ ) year/s or until their successors shall have been elected
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and qualified. Within ten (10) days after their election, they shall elect from
among themselves a Chairperson, Vice-Chairperson and a Secretary. No
member of the committee shall hold any other position within the cooperative
during his term of office.
Section 4. Functions and Responsibilities of Election Committee.
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, in consultation with the board of directors, for approval of
the general assembly;
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 and other related cases except those involving the
Election Committee or its members; and
h) Perform such other functions as prescribed in the Bylaws or
authorized by the general assembly.
The decision of the election Committee is appealable to the General
assembly within fifteen (15) days from receipt hereof. The general assembly shall
decide the case within thirty (30) days after receipt of the records of the case.

B. APPOINTIVE COMMITTEES
Section 5. Education and Training Committee. An Education and
Training Committee is hereby created and shall be composed of ____three ____
( __3___) members to be appointed by the board of directors and shall serve for
a term of
___two_____ (__2____) year/s, without prejudice to their
reappointment. Within ten (10) days after their election, they shall elect from
among themselves a Chairperson, Vice-Chairperson and a Secretary. Except
for the Vice-Chairperson, no member of the committee shall hold any other
position within the cooperative during his term of office.
The committee shall be responsible for the planning and implementation
of the information, educational and human resource development programs of
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the cooperative for its members, officers and the communities within its area
of operation.
Section 6.
Functions and Responsibilities of Education and
Training Committee. The Education and Training Committee shall:
a)

Keep members, officers and staff well-informed regarding the

goals/objectives, policies and procedures, services of the cooperative;

b) Plan and implement educational program for coop members, officers

and staff;
c) Develop promotional and training materials for the cooperative; and
d) Conduct and coordinate training activities.
Section 7. Mediation and Conciliation Committee. A Mediation and
Conciliation Committee is hereby created and shall be composed of _three_
(__3__) members to be appointed by the Board of Directors. Within ten (10)
days after their appointment, they shall elect from among themselves a
Chairperson, Vice-Chairperson and a Secretary who shall serve for a term of
__two__ ( _2__) year/s or until their successors shall have been appointed and
qualified. No member of the committee shall hold any other position in the
cooperative during his term of office.
Section 8.
Functions and Responsibilities of Mediation and
Conciliation Committee. The Mediation and Conciliation Committee shall:
a)

Formulate and develop the Conciliation-Mediation Program and

ensure that it is properly implemented;

b) Monitor the Conciliation-Mediation program and processes;

c) Submit semi-annual reports of cooperative cases to the Authority
within fifteen (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
Conciliation-Mediation Training as Cooperative Mediator-Conciliator;
g) Issue the Certificate of Non-Settlement;
h) Perform such other functions as may be prescribed in the By-laws or
authorized by the General Assembly.
Section 9. Ethics Committee. An Ethics Committee is hereby created
and shall be composed of __three________ (___3_____) members to be appointed
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by the Board of Directors. Within ten (10) days after their appointment, they
shall elect from among themselves a Chairperson, Vice-Chairperson and a
Secretary who shall serve for a term of ___two______ (___2______) year/s or
until their successors shall have been appointed and qualified. No member of
the committee shall hold any other position in the cooperative during his term
of office.
Section 10. Functions and Responsibilities of Ethics Committee.
The Ethics Committee shall:
a) Develop Code of Governance and Ethical Standards to be observed by
the members, officers and employees of the cooperative subject to the
approval of the Board of Directors and ratification of the General
Assembly;
b) Disseminate, promote and implement
Governance and Ethical Standards;

the

approved

Code

of

c) Monitor compliance with the Code of Governance and Ethical

Standards and recommend to the Board of Directors measures to
address the gap, if any;
d) Conduct initial investigation or inquiry upon receipt of a complain
involving Code of Governance and Ethical Standards and submit
report to the Board of Directors together with the appropriate
sanctions;
e) Recommend ethical rules and policy to the Board of Directors;
f) Perform such other functions as may be prescribed in the By-laws or
authorized by the general assembly.
Section 11. Credit Committee. A Credit Committee is hereby created
and shall be composed of __three___ (___3____) members to be appointed by the
Board of Directors. Within ten (10) days after their appointment, they shall elect
from among themselves a Chairperson, Vice-Chairperson and a Secretary who
shall serve for a term of ___two____ (___2______) year/s or until their successors
shall have been appointed and qualified. No member of the committee shall
hold any other position in the cooperative during his term of office.
Section 12. Functions and Responsibilities of Credit Committee.
The Credit Committee shall:
a) Develop Credit Manual to be observed by the members, officers and
employees of the cooperative subject to the approval of the Board of
Directors and ratification of the General Assembly;
b) Disseminate, promote and implement the approved Credit Manual;

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c) Monitor compliance with the Credit Manual and recommend to the Board of
Directors measures to address any problems encountered, if there is any;
d) Perform such other functions as may be prescribed in the By-laws or
authorized by the general assembly.
Section 11. 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 cooperative.
ARTICLE VI
OFFICERS AND MANAGEMENT STAFF
OF THE COOPERATIVE
Section 1. Officers and their Duties. The officers of the cooperative
shall include the members of the Board of Directors, members of the
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 the functions and
responsibilities of their respective offices as follows:
a) Chairperson. The Chairperson shall:
i.

Set the agenda for board meetings in coordination with the

other members of the Board;

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 or Union;

and

v.

Perform such other functions as may be authorized by the

Board of Directors or by the general assembly.

b) Vice-Chairperson. The Vice-Chairperson shall:

i.

Perform all the duties and responsibilities of the Chairperson in

the absence of the latter;

ii.

Act as ex-officio chairperson of the Education and Training

Committee; and

iii.

Perform such other duties as may be delegated by the Board of

Directors.
16

c) Treasurer. The Treasurer shall:

i.

Ensure that all cash collections are deposited in accordance

with the policies set by the Board of Directors;

ii.

Have custody of all funds, securities, and documentations

relating to all assets, liabilities, income and expenditures;

iii.

Monitor and review the financial management operations of the

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

iv.

Maintain full and complete records of cash transactions;

v.

Maintain a Petty Cash Fund and Daily Cash Position Report;

and

vi.

Perform such other functions as may be prescribed in this Bylaws.

d) Secretary. The Secretary shall:

i.

Keep an updated and complete registry of all members record,

prepare and maintain records of all minutes of all meetings of
the Board of Directors and the General Assembly;

ii.

Ensure that necessary BODs

actions and decisions are
transmitted to the management for compliance and
implementation;

iii.

Issue and certify the list of members who are in good standing
and entitled to vote as determined by the Board of Directors;

iv.

Prepare and issue Share Certificates;

v.

Serve notice of all meetings called and certify the presence of

quorum of all meetings of the Board of Directors and the
General Assembly;

vi.

Keep copy of the Treasurers reports and other reports;

vii.

Keep and maintain the Share and Transfer Book;

viii.

Serve as custodian of the cooperative seal; and

ix.

Perform such other functions as may be prescribed in the Bylaws or authorized by the General Assembly.

e) General Manager. The General Manager shall:

17

i.

Oversee the overall day to day 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 Board of
Directors or the General Assembly;

ii.

Formulate and recommend in coordination with the operating

departments under his/her supervision, the Cooperative
Annual and Medium Term Development Plan, programs and
projects for approval of the Board of Directors and ratification of
the General Assembly;

iii.

Implement the duly approved plans and programs of the

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

iv.

Provide and submit to the Boards monthly reports on the

status of the coops operation vis-a-vis its target and
recommend appropriate policy and operational changes if
necessary;

v.

Represent the cooperative in any agreement, contract, business

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

vi.

Ensure compliance with all administrative

requirements of regulatory bodies; and

vii.

Perform such other functions as may be prescribed in the Bylaws or authorized by the General Assembly and turn-over to
his successor all properties belonging to the cooperative in his
possession
which
he
has
control
upon
the
expiration/termination of his services.

and

other

Section 2.
Liabilities of Directors, Officers and Committee
Members. Directors, officers and committee members, who wilfully and
knowingly vote for or assent to patently unlawful acts, or who are guilty of
gross negligence or bad faith in directing the affairs of the cooperative or
acquire any personal or pecuniary interest in conflict with their duties as
Directors, officers or committee members shall be liable jointly and severally for
all damages resulting therefrom to the cooperative, members and other
persons.
When a director, officer or committee member attempts to acquire, or
acquires in violation of his duties, any interest or equity adverse to the
cooperative, in respect to any matter which has been reposed in him in
confidence, he shall, as a trustee for the cooperative, be liable for damages or
loss of profits which otherwise would have accrued to the cooperative.
18

Section 3. Management Staff. A core management team composed of

the manager, bookkeeper, accountant and other position as may be necessary
to provide for in their Human Resource Manual shall take charge of the day-today operations of the cooperative. The Board of Directors shall appoint, fix
their compensation and prescribe for the functions and responsibilities.
Section 4. The General Manager. No person shall be appointed to the
position of general manager unless he possesses the following qualifications
and none of the disqualifications herein enumerated:
a) He must be familiar with the business operation of the cooperative;
b) Must have at least two (2) years experience in the operations of
cooperative or related business;
c) Must not be engaged directly or indirectly in any activity similar to the
business of the cooperative;
d) Must not have been convicted of any administrative, civil or criminal
cases involving moral turpitude, gross negligence or grave misconduct
in the performance of his duties;
e) Must not be addicted to any form of gambling or immoral or vicious
habits;
f) Must have no pending administrative, civil or criminal case involving
financial and/or property accountabilities at the time of his
appointment; and
g) Must undergo pre-service and/or in-service trainings.
Section 5. Duties of the Cashier. The Cashier of the cooperative, who
shall be under the supervision and control of the General Manager shall:
a) Handle monetary transactions;
b) Receive/collects payments and deposits;
c) Responsible for money received and expended;
e) Prepares reports on money matters; and
f) Perform such other duties as the Board of Directors may require.
Section 6.
Duties of the Accountant.
The Accountant of the
cooperative, who shall be under the supervision and control of the General
Manager shall:
a) Install an adequate and effective accounting system within the
cooperative;
19

b) Render reports on the financial condition and operations of the

cooperative monthly, annually or as may be required by the Board of
Directors and/or the general assembly;
c) Provide assistance to the Board of Directors in the preparation of
annual budget;
d) Keep, maintain and preserve all books of accounts, documents,
vouchers, contracts and other records concerning the business of the
Cooperative and make them available for auditing purposes to the
Chairperson of the Audit Committee; and
e) Perform such other duties as the Board of Directors may require.
Section 7.
Duties of the Bookkeeper.
The Bookkeeper of the
cooperative who is under the supervision and control of the Accountant shall:
a) Record and update the books of accounts;
b) Provide assistance in the preparation of reports on the financial
condition and operations of the cooperative monthly, annually or as
may be required by the Board of Directors and/or the general
assembly;
c) Keep, maintain, and preserve all books of accounts, documents,
vouchers, contract and other records concerning the business of the
cooperative and make them available for auditing purposes to the
Chairperson of the Audit Committee; and
d) Perform such other duties as the Board of Directors may require.
Section 8. Qualifications of the Accountant and the Bookkeeper. No
person shall be appointed to the position of Accountant and Bookkeeper,
unless they possess the following qualifications and none of the
disqualifications herein enumerated:
a) Bachelors degree in accountancy must be required for Accountant,
however, the Bookkeeper must be knowledgeable in accounting and
bookkeeping;
b) Must have at least two (2) years experience in cooperative or related
business;
c) Must not be engaged directly or indirectly in any activity similar to the
business of the cooperative;

20

d) Must not be convicted of any administrative, civil or criminal case

involving moral turpitude, gross negligence or grave misconduct in the
performance of his duties;
e) Must not be addicted to any form of gambling or immoral or vicious
habits;
f) Must be willing to undergo pre-service and/or in-service trainings in
accounting; and
g) Must have no pending administrative, civil or criminal case involving
financial and/or property accountabilities at the time of his
appointment.
Section 9. Compensation. Subject to the approval of the general
assembly, the members of the Board of Directors and Committees may, in
addition to per diems for actual attendance to Board and Committee meetings,
and reimbursement of actual and necessary expenses while performing
functions in behalf of the cooperative, be given regular compensation; Provided,
further, that the directors and officers shall not be entitled to any per diem
when, if in the preceding calendar year, the cooperative reported a net loss or
had a dividend rate less than the official inflation rate for the same year.
ARTICLE VII
CAPITAL STRUCTURE
Section 1. Source of Funds. The cooperative may derive its funds from
any or all of the following sources:
a) Members share capital contribution;
b) Loans and borrowings including deposits;
c) Revolving capital build-up which consist of the deferred payment of
patronage refund and interest on share capital;
d) Subsidies, grants, legacies, aids, donations and such other assistance
from any local or foreign institution, public or private;
e) Retentions from the proceeds of services acquired/goods procured by
members; and
f) Other sources of funds as may be authorized by law.
Section 2. Continuous Capital Build-Up. Every member shall have
invested in any or all of the following:
a) At least ____one hundred_____ Pesos ( Php__100.00__) per month;
b) At least __ten___ percent (__10%___) of his annual interest on capital and
patronage refund; and
21

c) At least _three__ percent (__3%___) of each good procures/service

acquired from the cooperative.
d) Rebates from interest on renewal of loan.
Section 3. Borrowing. The Board of Directors, upon approval of the
General Assembly, may borrow funds from any source, local or foreign, under
such terms and conditions that best serve the interest of the cooperative.
Section 4. Revolving Capital. To strengthen the capital structure of the
cooperative, the general assembly may authorize the Board of Directors to raise
a revolving capital by deferring the payment of patronage refunds and interest
on share capital, or such other schemes as may be legally adopted.
To implement this provision, the Board of Directors shall issue a Revolving
Capital Certificate with serial number, name, rate of interest, date of retirement
and such other privileges or restrictions as may be deemed just and equitable.
Section 5. Retentions. The general assembly may authorize the Board of
Directors to raise additional capital by deducting a certain percentage on a per
unit basis from the proceeds of services acquired and/or goods procured by
members.
Section 6. Share Capital Contribution. Share Capital Contribution refers
to the value of capital subscribed and paid for by a member in accordance with
its Articles of Cooperation, subscribed and paid for by a member on the
subscription agreement.
Section 7. Share Capital Certificate. The Board of Directors shall issue a
Share Capital Certificate only to a member who has fully paid his subscription.
The certificate shall be serially numbered and contain the share holders name,
the number of shares owned, the par value, and duly signed by the
Chairperson and the Secretary, and bearing the official seal of the cooperative.
All certificates issued and/or transferred shall be registered in the cooperatives
Share and Transfer Book.
The number of paid share capital required for the issuance of Share Capital
Certificate shall be determined by the Board of Directors.
The shares may be purchased, owned or held only by persons who are
eligible for membership. Subject to existing government rules or laws, interests
shall be paid only to paid-up shares which may be in cash; or credited as
payment of unpaid subscriptions, outstanding accounts, or additional shares
or to the revolving fund of the cooperative.

22

Section 8. Transfer of Shares. 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 or the book value, whichever is lower:
a) He has held such shares or interests for not less than 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 approved such transfer.
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 has been endorsed and surrendered to the
cooperative and a new certificate is issued in the name of the membertransferee. The corresponding transfer fee of two hundred pesos ( 200.00) shall
be collected from the transferee as prescribed in the cooperative policy.
In the case of lost or destroyed share certificate, the Board of Directors may
issue a replacement after the owner thereof executes a sworn affidavit, setting
forth the following:
a) Circumstances as to how, when and where the said certificate was lost or
destroyed;
b) The serial number of the certificate and the number of shares it
represents;
c) The lost or destroyed certificate has never been transferred, sold or
endorsed to any third party, that should the same be found, the owner
shall surrender it to the cooperative; and
d) That any false representation or statement made in the aforesaid affidavit
shall be a ground for expulsion from the cooperative.

ARTICLE VIII
OPERATIONS
Section 1. Primary Consideration. Adhering to the principle of service
over and above profit, the cooperative shall endeavour:
a)
To generate funds and grant loans to its members for providential
and productive purposes;
To engage in the business of providing educational services to
its members and non-members;
To engage in the business of providing photocopying services
23

to its members and non-members;

To engage in buying and selling of food and non-food products to its
members and non-members; and
To operate a canteen open to members and non-members.

b) Formulate and implement program strategies that will provide its

members and the communities within its area of operation needed
goods/services;
c) Adopt and implement plans and programs which insures the
continued build-up of the cooperatives capital structure with the end
view of establishing other needed services for the members and the
public;
d) Formulate and implement studies and/or programs that will address
the needs of the members.
ARTICLE IX
ALLOCATION AND DISTRIBUTION OF NET SURPLUS
Section 1. Allocation. At the end of its fiscal year, the cooperative shall
allocate and distribute its net surplus as follows:
a) Reserve Fund. At least ten percent (10%) shall be set aside for
Reserve Fund subject to the following rules, provided, that in the first
five (5) years of operation after registration, this amount shall not be
less than fifty percent (50%) of the net surplus.
If the Reserve Fund of this cooperative reflects a debit balance, the
Board shall increase the allocation for the Reserve Fund to a
maximum of sixty two percent (62%) of the net surplus for the
succeeding fiscal years until the Reserve Fund is fully covered.
i.

The reserve fund shall be used for the stability of the

cooperative and to meet the losses in its operation. The general
assembly may decrease the amount allocated to the reserve
fund when it has already exceeded the authorized share capital.
Any sum recovered on items previously charged to the reserve
fund shall be credited to such fund.

ii.

The reserve fund shall not be utilized for investment, other than
those allowed in the Cooperative Code. Such sum of the reserve
fund in excess of the authorized share capital may be used at
any time for any project that would expand the operations of the
cooperative upon the resolution of the general assembly.

iii.

Upon the dissolution of the cooperative, the reserve fund shall

not be distributed among the members. However, the general
assembly may resolve:
24

a) To establish usufructuary fund for the benefit of any

federation or union to which the cooperative is affiliated; or
b) To donate, contribute or otherwise dispose the amount for
the benefit of the community where the cooperative operates.
If the member could not decide on the disposition of the
reserve fund, the same shall be given to the federation or
union to which the cooperative is affiliated.

b) Education and Training Fund. Not more than ten percent (10%)
shall be set aside for Education and Training Fund.
i.

Half of the amount allocated to the education and training fund

annually under this subsection may be spent by the cooperative
for education and training purposes; while the other half may
be remitted to a union or federation chosen by the cooperative
of which it is a member.

ii.

Upon the dissolution of the cooperative, the unexpended

balance of the education and training fund pertaining to the
cooperative shall be credited to the cooperative education and
training fund of the chosen union or federation.

iii.

The Board shall reduce the allocation for CETF to not more
than five percent (5%) for a given fiscal year if the Reserve Fund
of the preceding year reflects a debit balance.

c) Community Development Fund. At least three percent (3%) shall be

used for projects and activities that will benefit the community where
the cooperative operates.
The Board shall allocate only three percent (3%) of the net surplus
in a given fiscal year for CDF if the Reserve Fund of the cooperative for
the preceding year reflects a debit balance.
d) Optional Fund. Not more than seven percent (7%) of the net surplus
hall be set aside for Optional Fund for land and building, and any
other necessary fund.
The Board shall allocate only five percent (5%) of the net surplus in
a given fiscal year for Optional Fund if the Reserve Fund of the
cooperative for the preceding year reflects a debit balance.
Section 2. Interest on Share Capital and Patronage Refund. The
remaining 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. Provided, that any amount remaining
25

after the allowable interest and the patronage refund have been deducted shall
be credited to the reserve fund. The sum allocated for patronage refund shall
be made available at the same rate to all patrons of the cooperative in
proportion to their individual patronage, provided that:
a)

In the case of a member patron with paid-up share capital

contribution, his/her proportionate amount of patronage refund shall
be paid to him unless he/she agrees to credit the amount to his/her
account as additional share capital contribution;

b) In the case of a member patron with unpaid share capital

contribution, his/her proportionate amount of patronage shall be
credited to his/her account until the share capital has been fully
paid;
c) In the case of a non-member patron, his/her proportionate amount of
patronage refunds shall be set aside in a general fund for such patron
and shall be allocated to individual non-member patron and only
upon request and presentation of evidence of the amount of his/her
patronage. The amount so allocated shall be credited to such patron
toward payment of the minimum capital contribution for membership.
When a sum equal to this amount has accumulated at any time
within two (2) years, such patron shall be deemed and become a
member of the cooperative if he so agrees or requests and complies
with the provisions of the By-laws for admission to membership; and
d) If within the period specified hereof, any subscriber who has not fully
paid his subscribed share capital or any non-member patron who has
accumulated, the sum necessary for membership, but who does not
request nor agree to become a member or fails to comply with the
provisions of this By-laws for admission to membership, the amount
so accumulated or credited to their account together with any part of
the general fund for non-member patron shall be credited to the
reserve fund or to the education and training fund of the cooperative,
at the option of the cooperative.

ARTICLE X
SETTLEMENT OF DISPUTES
Section 1. Mediation and Conciliation. All inter and intra-cooperative
disputes shall be settled within the cooperative in accordance with the
pertinent guidelines issued by the Cooperative Development Authority, Article
137 of Republic Act No. 9520 and its Implementing Rules and Regulations,
Alternative Dispute Resolution Act. Of 2004 and its suppletory laws.
Section 2. Voluntary Arbitration. Any dispute, controversy, or claim
arising out of or relating to this By-laws, the cooperative law and related rules,
administrative guidelines of the Cooperative Development Authority, including
disputes involving members, officers, directors and committee members, intra26

cooperative disputes and related issues, and any question regarding the
existence, interpretation, validity, breach or termination of agreements, or the
membership/general assembly concerns shall be exclusively referred to and
finally resolved by voluntary arbitration under the institutional rules
promulgated by the Cooperative Development Authority, after compliance with
the conciliation or mediation mechanisms embodied in the By-laws of the
cooperative, and in such other applicable laws.
ARTICLE XI
MISCELLANEOUS
Section 1. Investment of Funds. The cooperative may invest its excess
funds in any or all of the following:
a) Shares or debentures or securities of any other cooperative;
b) Any reputable bank in the locality or any cooperative and cooperative
banks;
c) Securities issued or guaranteed by government;
d) Real Estate primarily for the use of the cooperative or its members; or
e) In any other manner approved by the general assembly.
Section 2. Accounting System. The cooperative shall keep, maintain
and preserve all its books of accounts and other financial records in
accordance with generally accepted accounting principles and practices,
applied consistently from year to year, and subject to existing laws, rules and
regulations.
Section 3. External Audit. At least once a year, the Board of Directors
shall in consultation with the Audit Committee, cause the audit of the books of
accounts of the cooperative by CDA accredited independent Certified Public
Accountant.
Section 4. Annual Report. During the annual regular assembly
meeting, the cooperative shall submit a report of its operation to the general
assembly together with the audited financial statements. 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 audited financial
statements shall be certified by CDA accredited independent Certified Public
Accountant.
The Chairperson and the General Manager shall be responsible in
ensuring that the following reports are submitted to CDA within one hundred
twenty (120) days from the end of every calendar year.
a) Cooperative Annual Performance Report (CAPR);
27

b) Social Audit Report;

c) Performance Report;
d) Audited Financial Statements duly stamped RECEIVED by BIR;
e) List of Officers and Trainings undertaken/completed.

ARTICLE XII
AMENDMENTS
Section 1. Amendment of Articles of Cooperation and By-laws.
Amendments to the Articles of Cooperation and this By-laws may be adopted by
at least two-thirds (2/3) votes of all members with voting rights without
prejudice to the rights of dissenting members to withdraw their membership
under the provisions of the Philippine Cooperative Code of 2008.
The amendment/s shall take effect upon approval by the Cooperative
Development Authority.
28

Voted and adopted this 9th day of August, 2013 in DLeonor Inland
Resort, Cabantian, Davao City, Philippines.

NAME AND SIGNATURE OF MEMBERS

Name

Signature

SIGNED IN THE PRESENCE OF:

Sgd. Dennis Michael B. Deluao

Sgd. Maritess A. Nartatez
_____________________________________ _____________________________________
Signature/Printed Name
Signature/Printed Name

CERTIFICATION
We, constituting the majority of the Board of Directors of the DAVAO BIR
EMPLOYEES MULTI-PURPOSE COOPERATIVE (DABIREMCO do hereby certify
that the foregoing instrument is the Code of By-laws of the said cooperative.
Signed this 23rd day of September, 2013 in Davao City.
29

Name

Position

GONZALES, ALICE S.A.

CHAIRMAN

CHIN, LITA MARIA I.

VICE-CHAIRMAN

TUSOY, SUSAN D.

DIRECTOR

ALVIZO,
MONICA
PENELOPE R.

DELFINA DIRECTOR

BELEN, EVELYN Z.

DIRECTOR

OLIPAS, MA. LUCILLE M.

DIRECTOR

BANTA, ALICIA A.

DIRECTOR

30

Signature