Amended by Laws
Amended by Laws
Amended by Laws
We, the undersigned, citizens and residents of the Philippines, representing a majority of
the members of the De La Salle University Dasmarias, Cavite, a primary, multi-purpose
cooperative, hereinafter referred to as the Cooperative, do hereby adopt the following code of
by- laws.
ARTICLE 1
OBJECTIVES and PURPOSES
Section 1. Objectives and Purposes The objectives and purposes of this cooperative are:
ARTICLE 2
MEMBERSHIP
A. Regular Member - one who has met the requirements prescribed in Article 2,
section 3. He is entitled to one vote and be elected to office subject to the
provision of section 12 Article 3 of these By-Laws.
Regular membership may also be granted to an Associate member who meets the
minimum requirements of regular membership, continues to patronize the cooperative
for two (2) consecutive years, and signifies his/her intention to remain a member
shall be considered a regular member.
B. Associate Member- one who has been a regular member in good standing and is
no longer an employee of DLSU-D or the Cooperative; but can enjoy the rights of a
member as stipulated in Article 2, Sec 5 except the power to vote and be elected
to office.
Section 3. APPLICATION AND RE-APPLICATION FOR MEMBERSHIP. The
Board of Directors shall act upon application for membership after the following
requisites are satisfied:
A. The applicant possesses the qualifications for membership.
B. He has satisfactorily completed the Pre-Membership Education Seminar
(PMES) conducted by the Education Committee (EDCOM), except for one who
re-applies for less than one year from the date of withdrawal of membership.
Section 5. Rights of a Member Every member who is entitled to vote has the following
rights;
1. Participate in the deliberation during membership meetings;
2. Vote on all matters brought before such meetings;
3. Seek any election, subject to the provisions of Section 12, Article 3 of these By-
Laws;
4. Avail himself of the services of the cooperative without any discrimination
whatsoever upon compliance with the conditions and requirements thereof;
and
5. Inspect and examine the books of accounts, the minutes books, the share register,
and other records of the cooperative during office hours and to exercise other
rights and privileges of membership.
A member is entitled to vote when he:
a. Is a regular member ;
b. Has paid the required membership fee and must pay the required full value
of the minimum number of share capital subscribed;
c. Is not delinquent in the payment of his capital contribution and accounts;
d. Has not violated any provision of these by-laws, rules and regulations,
circulars/memoranda and other issuances of the CDA, membership and
subscription agreements and other instruments required of him to execute as
provided in these by-laws or as prescribed by the Board of Directors;
e. Has attended and completed the prescribed cooperative seminars;
f. Patronizes regularly the business of the cooperative and participates in its
parliamentary affairs; and
g. Complies with all obligations, duties, and undertakings of membership.
1. When a member has not patronized the services of the cooperative for at
least one year;
2. When a member has continuously failed to comply with his obligations
for at least one year ;
3. When a member has acted in violation of the by-laws and the rules of the
cooperative; and
4. When a member has committed any act or omission injurious or
prejudicial to the interest or the welfare of the cooperative.
Section 1. Membership Control Subject to the provisions of R.A. 9520, and regulations
issued thereunder, final authority in the management and administration of the affairs of the
cooperative is vested in the general assembly.
Section 2. The General Assembly - The general assembly of the cooperative shall be
composed of members entitled to vote duly assembled and constituting a
quorum, as stipulated in Sec 9 of this Article.
Section 3. Powers and Limitations of the General Assembly - The general assembly shall
be the highest policy-making body of the cooperative and shall exercise such powers
as are stated in RA 9520. The general assembly shall have the following
exclusive powers which cannot be delegated:
1. To elect and remove directors, officers and committee members for a cause;
2. To hear and pass upon the reports of the Board of Directors, Officers and
committees;
3. To take final decisions regarding any drastic change in financial policies, subject to
legal restrictions;
4. To ratify the amendment/s in the articles of cooperation and/or by- laws;
5. To exercise final authority on all matters vitally affecting the cooperative;
6. To approve developmental plans of the cooperative; and
7. To exercise all powers expressly provided by law and the by-laws.
Section 4. Annual General Assembly The annual general assembly shall be held any day
within the last week of March at the principal office of the cooperative or at
any place within its area of operation and at such time as the Board of
Directors may designate.
Section 5. Special General Assembly A special general assembly may be called at any
time by a majority vote of the Board of Directors to consider urgent matters
requiring immediate membership decision. A special general assembly shall
be called by the Board of Directors within thirty (30) days from receipt of
written request from:
1. At least ten per centum (10%) of the total number of members entitled to vote;
2. The Audit Committee; or
3. The Federation or Union of which the cooperative is a member.
Section 6. Notice of General Assembly Written notices of all meetings shall be served by
the Secretary, at least two (2) weeks prior to the general assembly.
The notice for an annual general assembly shall be accompanied by
the agenda, minutes of the meeting of last general assembly, consolidated
report of the Board of Directors and Committees complete with financial
statement, proposed amendments to the Articles of Cooperation and By-Laws
if any, and other papers needed by the members to arrive at sound and
intelligent decisions during the general assembly.
Notice of any special general assembly shall state the purpose for
which it is to be held and no business other than the stated purpose or those
related thereto shall be considered in the meeting.
Section 7. Fiscal Year The fiscal year of this cooperative shall commence on the 1st day of
January and end on the last day of December.
Section 8. Agenda As deemed as practicable, the order of business at each annual meeting
shall be:
1. Roll call;
2. Proof of due notice;
3. Business arising from the minutes of the last general meeting;
4. Presentation of the consolidated report of officers, board of directors and
committees including audited statements of financial condition and operation;
5. Unfinished business;
6. Election of directors and committee members;
7. New business; and
8. Adjournment
Section 11. Board of Directors and Number The business of the cooperative shall be
administered by Board of Directors of seven (7) members.
1. Holding any elective position in the government, except a party list representative
being an officer of a cooperative he or she represents;
2. Having conflicting interest with the business of the cooperative;
3. Having been absent for three (3) consecutive board meetings without justifiable
cause;
4. Being full-time employees of the cooperative;
5. Having been convicted of any crime involving moral turpitude, gross misconduct
in the performance of their duties or found culpable in any administrative case
involving such offenses.
6. Facing, as respondents or defendants, an administrative proceeding or
civil/criminal suits involving financial and/or property accountability.
7. Having been disqualified pursuant to disqualifications prescribed by law.
Section 28. Management Staff The Board of Directors shall appoint the members of
the Management Staff, fix their compensation and tenure.
ARTICLE 4
CAPITAL STRUCTURE
Section 1. Source of Funds The cooperative shall derive its funds from:
1. Share capital;
2. Deposits;
3. Revolving capital
4. Capital reserve;
5. Loan capital;
6. Subsidies, grants and donations; and
7. Other sources of funds authorized by law.
Section 2. Continuous Capital Build-Up - Every member shall invest at least Php 400.00
a month in the share capital of the cooperative.
Section 3. Deposits The cooperative shall receive two (2) kinds of deposits:
1. Saving Deposits Any member, in addition to his share capital investment, may
open a saving deposit, the rate of interest of which shall be determined by the
Board at the beginning of each fiscal year. Savings deposits not falling below
Php 1,000 during any calendar month shall be entitled to interest computed
quarterly based on the lowest monthly balance. The interest shall be credited to
the depositors account, and shall earn interest from the date it is credited.
The Board of Directors shall prescribe the rules and regulations governing
withdrawals from the savings deposits.
2. Time Deposits Deposits for a fixed period of time and for a fixed rate of
interest may be accepted by the cooperative. The Time Deposits Certificates in
the form prescribed by the Board of Directors evidencing the deposits shall be
issued to depositors.
Section 4. Revolving Capital The cooperative may adopt a scheme for generating capital
through deferment of the payment of interest on capital and patronage refund
for fixed period not exceeding two years each time, and the rate of interest
consistent with laws and other regulations.
Section 5. Borrowing - The cooperative, through the Board of Directors with the approval
of the general assembly, may borrow money from any other sources at the
best terms and conditions available and in such amount that may be needed.
Section 6. Share Capital - The term share shall refer to a unit of capital, the value of
which is Php 100.00. Serially numbered certificates of the cooperative shall be
issued to each member upon full payment of the subscription, and for
subsequent shares as they are paid for. The Certificate shall contain the
shareholders 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 stock 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 CDA and interest may be in cash, or credited
toward payment of subscription or outstanding accounts, or additional shares
or to the revolving fund of the cooperative.
Section 7. Transfer of Shares
1. The cooperative shall have the first option to any share offered for sale. The
amount to be paid for such shares shall be the par value or book value which
ever is lower.
3. A member shall not transfer any share held by him or interest in the cooperative or
any thereof, unless:
a. He has held such shares or interest for at least one 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, provided
said person is acceptable to the cooperative; and
c. The Board of Directors has approved such transfer.
4. Transfer of shares shall not be binding to the cooperative until such transfer has
been registered in its Stock and Transfer Book. No transfer shall be completed
until the old certificates shall have been endorsed and surrendered and a new
certificate issued in the name of the member. The last transferee, if a new
member, shall pay the required membership fee. A transfer fee of Php 100.00
shall be charged.
ARTICLE 5
OPERATION
Section 1. The cooperative is organized to provide its members with quality goods and
services requirements and to operate an enterprise that will provide needed goods
and services to the members and/or community. In either case, the cooperative shall
be operated primarily to ensure efficient and reliable services at competitive prices.
Section 2. For purposes of ensuring efficient and reliable service, the cooperative shall
accept only qualified persons presently engaged in the same or similar service or
persons who can be trained for the technical competence required by services,
maintain standards of equality befitting the status of its clientele, exercise close
supervision over its members-workers and conduct periodic and continuing to
develop the skills and update the competence of its members-workers.
Section 5. The cooperative shall mobilize the resources of its members for capital formation
toward financing other services needed by them and the community.
Section 6. Services over and above profit shall be the overriding consideration of the
cooperative in the pursuit of its goals and in the operation of its business.
ARTICLE 6
ALLOCATION AND DISTRIBUTION OF NET SURPLUS
Section 1. At the end of the fiscal year, the cooperative shall distribute its net surplus as
follows:
1. Ten percent (10%) shall be set aside for the reserve fund.
a. The reserve fund shall be used for the stability of the cooperative and meet
net loss in its operations. The general assembly may decrease the amount
allocated to the reserve fund when the reserve fund already exceeds the
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 Cooperative Code. Such sum of the reserve fund in excess
of the share capital may be used at anytime 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.
The general assembly may resolve:
1.) To establish usufructuary fund for the benefit of any federation or union
to which cooperative is affiliated; and
2.) To donate, contribute, or otherwise dispose of the amount for the benefit
of the community where the cooperative operates. If the member cannot
decide upon the disposal of the reserve fund, the same shall go to the
federation or union to which the cooperative is affiliated.
2. Ten percent (10%) for the education and training fund.
a. Seventy percent (70%) of the amount transferred to the education and
training fund annually under this subscription may be spent by the
cooperative for education and training and other purposes; and thirty percent
(30%) shall be credited to the cooperative education and training fund of the
Apex organization of which the cooperative is a member.
b. Upon the dissolution of the cooperative, the unexpended balance of the
education and training fund appertaining to the cooperative shall be credited
to the cooperative education and training fund of the above mentioned
Apex organization.
3. Seven percent (7%) for land and building fund.
4. Three percent (3%) for community development fund.
5. The remaining net surplus shall be made available to the members in the form of
interest on share capital not exceeding the normal rate of return on investment
prescribed by CDA and patronage refunds.
The sum allocated for patronage refunds 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 member patron with paid-up share capital contribution, his
proportionate amount of patronage refund shall be paid to him unless he
agrees to credit the amount to his account as additional share capital
contribution;
b. In the case of member patron with unpaid share capital contribution, his
proportionate amount of patronage refund shall be credited to his account
until his share capital contribution has been fully paid.
c. In the case of non-member patron, his proportionate amount of patronage
refund shall be set-aside in a general fund for such patrons and shall be
allocated to individual non-member patrons only upon request and
representation of evidence of the amount of his patronage. The amount so
allocated shall be credited to such patron towards payment of the minimum
capital contribution for membership. When a sum equal to his amount has
accumulated at any time within a period of two years such patron shall be
deemed a member of the cooperative if he so agrees or request and complies
with the provisions of these by-laws for admission to membership.
d. If within the period of time specified in these laws, any subscribers who has
not fully paid his subscribers 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 these
provisions of the 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 patrons shall be credited to the serve fund or
to the education and training fund of the cooperative, at the option of the
general assembly.
ARTICLE 7
MISCELLANEOUS
Section 1. Investment of Capital A cooperative may invest its capital in any of the
following:
1. In any reputable bank in the locality, or any cooperative;
2. In securities issued or guaranteed by Government;
3. In real state primarily for the use of the cooperative or its members; or
4. In any other manner approved by the general assembly.
Section 2. Books of Accounts The cooperative shall keep and maintain adequate books of
account in accordance with generally accepted accounting principle and
practices applied consistently from year to year subject however, to the
provisions of R.A. 9520
Section 3. Audit - At least once a year, the Board of Directors shall in consultation with the
Audit Committee cause the audit of the books of account of the cooperative.
Section 4. Annual Report - The cooperative shall make an annual report of its financial
affairs to its members at the general assembly together with the audited
financial statement. The report and statements shall be certified by the
Chairman, Treasurer, Manager and other responsible officers of the
cooperative as true and correct in all aspects to the best of their knowledge.
Copy of the annual report together with the audited financial
statement shall be submitted to the CDA within 60 days from the end of the
fiscal year.
Section 5. Accounting Systems - Unless otherwise prescribed by the CDA, the cooperative
shall adapt the generally accepted accounting procedures and practices, taking
into consideration the cooperative principle and practices.
ARTICLE 8
SETTLEMENT OF DISPUTES
3. Baseless complaints. Within seven (7) days from receipt of the complaint,
the Conciliation Committee shall determine the merit of the
complaint. If upon its sound discretion, the complaint is found to
be baseless or without merit, it may out rightly dismiss the same
and inform the complainants in writing, expressly stating the legal
and factual basis of its decision.
4. Valid cause of action. If the complainant states a valid cause of action, the
Committee shall forthwith inform in writing the respondent/s,
providing him a copy of the complaint, and directing him to submit
his answer within ten working (10) days from receipt thereof. The
Committee Chairman may upon written request, extend the period
within which to file his answer provided that it shall not exceed ten
working (10) days.
5. Withdrawal of complaint. At any time before judgment, the Complainant
may, in writing, withdraw his complaint or enter into a
compromise agreement and the case shall be considered dismissed
or settled, as the case may be.
6. Answer. In his answer, the respondent shall specifically admit or deny, or
deny only a part of any averment in the complaint. He shall set
forth the substance of the matters upon which he relies to support
his denial. If he denies only a part of the averment, he shall specify
so much of it as it is true and deny the remainder. He may also
state that he had no sufficient knowledge as to the truth of a certain
matter alleged in the complaint and this shall have the effect of
denial. Any averment in the complaint not specifically denied shall
be deemed admitted.
7. Preliminary conference. Within seven (7) working days upon receipt of the
answer, the Committee shall set a preliminary conference whereby
only the parties are invited for possible amicable settlement. If no
settlement is made, the Chairman of the committee may, at his
discretion or upon the request of either party, set another
conference which shall not be later than ten (10) working days.
Any party may waive his right to a preliminary conference and
instead move in writing for a formal hearing. In which case, the
Chairman of the committee shall set a date, time and place of
hearing and the Secretary shall notify in writing the parties at least
three (3) working days before the date fixed.
8. Manner of hearing. The Committee may adopt any manner of hearing that
best serves the purpose of resolving the dispute objectively, fairly
and amicably. The Committee shall always exert all possible efforts
to settle the disputes or encourage the parties to enter into a
compromise agreement. The Committee may schedule a series of
hearings until the parties shall have completed the presentation of
their respective evidence. After which, it shall decide the case
within fifteen (15) working days from the date of the last hearing,
categorically stating the legal and factual basis of its decision.
10. Decision of the Board. Within thirty (30) working days from receipt of
the records of the case, the Board of Directors, constituting a
quorum, shall review and decide the case, specifically stating the
reasons and basis of its decision. The parties may be summoned to
appear before the Board of Directors to clarify certain matters, or to
submit additional evidence.
11. Appeal to the General Assembly. The decision of the Board of Directors
may be appealed to the general assembly whose decision shall be
final, save those reserved to the adjudicatory powers of the
Cooperative Development Authority as provided under the
Cooperative Code of the Philippines and other existing rules and
laws.
ARTICLE 9
AMENDMENTS
Section 1. Amendments Amendment to the Article of Cooperation and these by-laws
may be adopted by two third (2/3) vote of the members in good standing
present at any annual or special general assembly called for the purpose.
The amendments shall take effect upon receipt by the cooperative of
the corresponding Certificate of Registration issued by the CDA.
Voted and adopted during the special general assembly on
December16, 2009 in De La Salle University Dasmarias, Cavite.
We, the undersigned, Filipino citizens and residents of the Philippines, have on this
day voluntarily associated ourselves, for the purpose of forming a primary multi-purpose
cooperative under the laws of the Philippines, more particularly RA. 9520.
AND WE HEREBY CERTIFY:
ARTICLE 1
NAME OF THE COOPERATIVE
That the name of the cooperative shall be: DE LA SALLE UNIVERSITY
DASMARIAS DEVELOPMENT COOPERATIVE
ARTICLE 2
OBJECTIVES AND PURPOSES
That the objectives and purposes for which this cooperative is formed are:
1. To provide members equal opportunities to serve and be served efficiently
and effectively;
2. To strengthen the spirit of cooperation and unity through active
participation, continuous patronage and assumption of responsibility by every
member in both business and non-business affairs of the cooperative;
3. To value every individual member as a significant part of the cooperative
and maximize his/her capacity for the advancement through self-help and
mutual help;
4. To provide continuous education and training of members for deeper
involvement and greater productivity;
5. To distribute the benefits on the basis of contribution, participation, and
patronage; and
6. To undertake other activities for the effective and efficient implementation
of the provisions of the Cooperative code.
7. To undertake canteen operations with in DLSU-Dasmarias.
In the furtherance of and not in limitation of the general powers conferred by
the laws of the Philippines and the objectives and purposes set forth, his cooperative
shall have the following powers:
ARTICLE 3
AREA OF OPERATION
That the area of operation of this cooperative shall be in Dasmarias, Cavite and its
principal office shall be located or established at the De La Salle University - Dasmarias.
ARTICLE 4
TERM OF EXISTENCE
That the term of existence for which this cooperative shall exist is 50 years from and
after the date of its incorporation.
ARTICLE 5
NAMES, CITIZENSHIP AND ADDRESSES OF COOPERATORS
That the names, citizens and addresses of the cooperators are as follows:
17. EVANGELINE C. RUGA Filipino BLK 11, LOT 65 SAN MARINO CITY
SALAWAG, DASMARIAS, CAVITE
23. MARY JANE V. SAPIENDANTE Filipino BLK 82, LOT 20, BRGY. SAN ESTEBAN
DASMARIAS, CAVITE
29. ORLANDO B. TIANGCO Filipino BLK 15, LOT 4 SOUTHERN CITY I SUBD.
IMUS, CAVITE
44. MARIE JOIE LOBO Filipino LOT 14, KALAYAAN AVENUE EXT.
WEST REMBO, MAKATI CITY
ARTICLE 6
COMMON BOND OF MEMBERSHIP
That the common bond of membership of this cooperative is institutional and the
field of membership shall be open to all De La Salle University Dasmarias employees
provided that the prospective members shall:
ARTICLE 7
BOARD OF DIRECTORS
That the number of directors of this cooperative shall be seven (7) and the names,
citizenships, residences of these directors who are to serve until their successors are elected
and qualified as provided in the by-laws are:
ARTICLE 8
CAPITALIZATION
That the authorized share capital of the cooperative is THIRTY MILLION PESOS
(Php30,000,000.00) and said capital is divided into 262,500 common shares and 37,500
preferred shares with a par value of ONE HUNDRED PESOS (Php 100.00).
ARTICLE 9
SUBSCRIBED CAPITAL AND PAID-UP
That the authorized share capital is THIRTY MILLION PESOS (Php 30,000,000.00),
FIFTEEN MILLION PESOS (Php 15,000,000.00) has been subscribed and the amount paid on
such subscription is FIFTEEN MILLION PESOS(Php 15,000,000.00) and that the following
members have subscribed and paid for the number of shares and the amount of share capital
set out after their respective names:
BE IT KNOWN THAT:
Eden Cabrera has been appointed as Treasurer of the cooperative and is expected to
act as such until her successor is duly appointed and qualified in accordance with the by-
laws and that as the Treasurer, she is authorized to receive for the cooperative and to issue
receipts in the name of the Cooperative for all subscriptions/shares paid in by the
subscriber-members.
IN WITNESS WHEREOF, we have hereunto set our hands this 1st day of August,
2003 at Dasmarias, Cavite.
I, Eden Cabrera after being duly sworn in accordance with law depose and say:
That I as the duly elected Treasurer of the De La Salle University Dasmarias
Faculty Development Cooperative, and act as such until my successor shall have been
elected and qualified in accordance with the By-Laws of the cooperative;
That as such Treasurer, I am authorized to receive for the Cooperative all
membership fees and subscriptions paid in by the members;
That the authorized share capital is Thirty Million Pesos (Php 30,000,000.00),
Fifteen Million Pesos (Php 15,000,000.00) has been subscribed and the amount paid on
such subscription is Fifteen Million Pesos (Php 15,000,000.00) has been actually paid to me
in trust and received by me for the benefit and to the cooperative and that at least 25% of the
authorized share capital has been subscribed and at least 25% of the subscription has been
actually paid to me and that the total membership fees paid is Thirty Eight Thousand Seven
Hundred Pesos (Php 38,700).
____________________________
NOTARY PUBLIC
Until December 20_____