Revised March2012

BY-LAWS OF
DIATAGON BUSINESS SECTOR ASSOCIATION
[DBUSA]
____________________________________________________________

KNOW ALL MEN BY THESE PRESENTS:

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

Article I
Name of the Association

That the name of the Association shall be

DIATAGON BUSINESS SECTOR ASSOCIATION [DBUSA]

Article II
Principal Office
That the principal Office of the Association shall be in
Diatagon, Lianga, Surigao Del Sur

Purpose(s) and Objectives

The purpose(s) and objectives of this Association are as follows:

1.
2.
3.
Article III
Membership

Section 1. Membership. This Association shall have Regular Members.

Section 2. Qualification for Membership - The membership of this

Association is open to all natural persons, Filipino citizen, of legal age, with
capacity to contract and, within the common bond and field of membership
described as follows:
Any business proprietor within the premises of Barangay Diatagon
Whose business establishment has complied the legal requirements
set forth by the local authority.

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 membership fee; and
___________________________________________________________

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

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personal data of the applicant, include the duties of a member to participate

in all programs including but not limited to capital build-up and savings
mobilization of the Association 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 rejection.

Section 7. Duties and Responsibilities of a Member. Every member shall

have the following duties:

a. Patronize the Association’s business(es) and services;

b. Participate in the membership education programs;
c. Attend and participate in the deliberation of all matters taken
during general assembly meetings;
d. Observe and obey all lawful orders, decisions, rules and regulations
adopted by the Board of Directors and the general assembly; and
e. Promote the purposes and goals of the Association, the success of
its business, the welfare of its members and the Association’s
movement in general.

Section 8. Rights and Privileges 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 Association, subject to certain
conditions as may be prescribed by the Board of Directors;
c. Inspect and examine the books of accounts, the minutes books,
and other records of the Association during reasonable office
hours;
d. Secure copies of Association records/documents pertaining to
the account information of the concerned member;
e. Participate in the continuing education and other training
programs of the Association; and
f. Such other rights and privileges as may be granted by the
General Assembly.

Section 9. Member Entitled to Vote. Any regular member who meets the
following conditions is a member entitled to vote:
a. Paid the membership fee and the value of the minimum shares
required for membership;
b. Not violated any provision of Association laws; and the
decisions, guidelines, rules and regulations promulgated by the
Board of Directors and the general assembly;
c. Completed the continuing education program prescribed by the
Board of Directors; and
d. Participated in the affairs of the Association and patronized its
businesses in accordance with Association policies and
guidelines.

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Failure of the member to meet any of the above conditions 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 Association; and
c. Such other rights and privileges as may be provided by the
General Assembly.

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 Association.
Automatic Termination of Membership. The death or insanity of a
member shall be considered an automatic termination of his/her
membership in the Association.

a. Voluntary Termination. A member may, for any valid reason,

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

b. Involuntary Termination. A member may be terminated by a vote of

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

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

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

Section 12. Manner of Involuntary Termination. The Board of Directors

shall notify in writing the member who is being considered for termination
and shall give him/her the opportunity to be heard.
The decision of the board of directors in writing shall be communicated
in person or by registered mail to said member and is appealable within
thirty (30) days from receipt thereof to the general assembly whose decision
shall be final.

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

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

provisions of 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 Association Articles of
Cooperation and By-laws;
b. To elect or appoint the members of the board of directors, and to
remove them for cause;
c. To approve developmental plans of the Association.

Section 3. Meetings. Meetings of the general assembly, board of directors

and committees may be regular or special. All proceedings and business(es)
undertaken at any meeting of the general assembly or Board of Directors, if
within the powers or authority of the Association, 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 in the Philippines within ninety (90) days after
the close of its fiscal 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 any time to consider urgent matters requiring immediate membership
decision.
Section 6. Notice of Meeting. All notices of meetings shall be in writing and
shall include the date, time, place, and agenda thereof stated therein.
a. Regular General Assembly Meeting. Notice of the annual regular
general assembly meeting shall be served by the Secretary, personally
or his/her duly authorized representative, by registered mail, or by
electronic means to all members of record at his/her last known
postal address, or by posting or publication, or through other
electronic means, at least one (1) week before the said meeting. It
shall be accompanied with an agenda, minutes of meeting of the last
general assembly meeting, consolidated reports of the Board of
Directors and Committees, audited financial statements, and other
papers which may assist the members to intelligently participate in the
proceedings.
b. Special General Assembly Meeting. Notice of any special general
assembly meeting shall be served by the Secretary personally or
his/her duly authorized representative, by registered mail, or by
electronic means upon each members who are entitled to vote at
his/her last known postal address, or by posting or publication, or
through other electronic means, at least one (1) week before the said
meeting. It shall state the purpose and, except for related issues, no
other business shall be considered during the meeting.
c. Waiver of Notice. Notice of any meeting may be waived, expressly or
impliedly, by the member concerned.

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

a regular general assembly meeting shall be:
a. Call to order;
b. Declaration/Consideration of presence of quorum;

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c. Reading, consideration and approval of the minutes of the previous

meeting;
d. Presentation and approval of the reports of the board of directors,
officers, and the committees, including audited financial statements of
the Cooperative;
e. Unfinished business;
f. New business;
i. Election of directors and committee members
ii. Approval of Development and/or annual Plan and Budget
iii. Hiring of External Auditor
iv. Other related business matters
g. Announcements; and
h. Adjournment

Section 8. Quorum for General Assembly Meeting. During regular or

special general assembly meeting, at least fifty percent (50%) of the total
number of members entitled to vote shall constitute a quorum.

Section 9. Voting System. Only members entitled to vote shall be qualified

to participate and vote in any general assembly meeting. A member is
entitled to one vote only regardless of the number of shares he/she owns.
Election or removal of Directors and Committee members shall be by
secret ballot. Action on all matters shall be in any manner that will truly
and correctly reflect the will of the membership. No proxy and/or
cumulative voting shall be allowed.

ARTICLE V
Board of Directors

Section 1. Composition of the Board of Directors (BOD). 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 GA;
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 GA
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
Association By-laws;
h. Declare the members entitled to vote;
i. Perform such other functions as may be prescribed in the By-laws
or authorized by the GA.

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

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a. Has paid the membership fee;

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

Section 5. Election of Directors. The members of the Board of Directors

shall be elected by secret ballot by members entitled to vote during the
annual regular general assembly meeting or special general assembly
meeting called for the purpose. Unless earlier removed for cause, or have
resigned or become incapacitated, they shall hold office for a term of three (3)
years or until their successors shall have been elected and qualified;
Section 7. Meeting of the Board of Directors. The regular meeting of the
Board of Directors shall be held at least once a month. However, the
Chairperson or majority of the directors may at any time call a special Board
meeting to consider urgent matters. The call shall be addressed and
delivered through the Secretary stating the date, time and place of such
meeting and the matters to be considered. Notice of regular and special
meetings of the Board of Directors, unless dispensed with, shall be served by
the Secretary in writing or through electronic means 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
Association act.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors by

reason of death, incapacity, removal or resignation 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/her predecessor in office.
In the event that the general assembly failed to muster a quorum to fill
the positions vacated by directors whose term have expired and said
directors refuse to continue their functions on a hold-over capacity, the
remaining members of the Board together with the members of the Audit
Committee shall designate, from the qualified regular members of the
general assembly, their replacements who shall serve temporarily as such
until their successors shall have been elected and qualified in a regular or
special general assembly meeting called for the purpose.
If a vacancy occurs in any elective committee it shall be filled by the
remaining members of the said committee, if still constituting a quorum,
otherwise, the Board, in its discretion, may appoint or hold a special election
to fill such vacancy.

Section 9. Removal of Members of the Board of Directors and

Committee Members. All complaints for the removal of any elected officer
shall be filed with the Board of Directors and such officer shall be given the
opportunity to be heard. Majority of the Board of Directors may place the
officer concerned under preventive suspension pending the resolution of the
investigation. Upon finding of a prima facie evidence of guilt, the Board of

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Directors 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 (¾) of the regular
members present and constituting a quorum, in a regular or special general
assembly meeting called for the purpose. The officer concerned shall be given
the opportunity to be heard at said assembly.
In cases where the officers sought to be removed consist of the
majority of the BOD at least 10% of the members with voting rights may file
a petition with the General Assembly upon failure of the BOD to call an
assembly meeting to commence the proceeding for their removal. The
decision of the GA 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 the members of the Board of
Directors.
ARTICLE VI
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 three (3) year or until
their successors shall have been elected and qualified.
The audit committee shall be directly accountable and
responsible to the General Assembly. It shall have the power and duty to
continuously monitor the adequacy and effectiveness of the Association's
management control system and audit the performance of the Association
and its various responsibility centers.

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

a. Monitor the adequacy and effectiveness of the Association’s
management and control system;
b. Audit the performance of the Association and its various responsibility
centers;
c. Review continuously and periodically the books of account and other
financial records to ensure that these are in accordance with the
Association principles & 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 GA;
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
authorize by the GA.

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 three (3) year, without prejudice to their reappointment.

The committee shall be responsible for the planning and

implementation of the information, educational and human resource
development programs of the Association for its members, officers and the
communities within its area of operation.

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Section 6. Functions and Responsibilities. The Education and Training

Committee shall:
a. Keep members, officers, staff well-informed regarding Association’s
goals/objectives, policies & procedures, services, etc.;
b. Plan and implement educational program for members, officers and
staff;
c. Develop promotional and training materials for the Association; and
d. Conduct/Coordinate training activities.

Section 9. Ethics Committee. An Ethics Committee is hereby created and

shall be composed of three 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 three (3) year or until successors shall have been
appointed and qualified. No member of the Committee shall hold any other
position in the Association during his/her term of office.

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

a. Develop Code of Governance and Ethical Standard to be observed by
the members, officers and employees of the Association subject to the
approval of the BOD and ratification of the GA;
b. Disseminate, promote and implement the approved Code of
Governance and Ethical Standards;
c. Monitor compliance with the Code of Governance and Ethical
Standards and recommend to the BOD measures to address the gap, if
any;
d. Conduct initial investigation or inquiry upon receipt of a complaint
involving Code of Governance and Ethical Standards and submit
report to the BOD together with the appropriate sanctions;
e. Recommend ethical rules and policy to the BOD;
f. Perform such other functions as may be prescribed in the By-laws or
authorized by the GA.

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 Association.

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.

c. Treasurer – The Treasurer shall:

i. Ensure that all cash collections are deposited in accordance with
the policies set by the BOD;
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
Association, subject to such limitations and control as may be
prescribed by BOD;
iv. Maintain full and complete records of cash transactions;

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v. Maintain a Petty Cash Fund and Daily Cash Position Report; and
vi. Perform such other functions as may be prescribed in this By-
laws

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
BOD & the GA;
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 BOD;
iv. Serve notice of all meetings called and certify the presence of
quorum of all meetings of the BOD and GA;
v. Keep copy of the Treasurer’s report & other reports;
vi. Serve as custodian of the Association seal; and
vii. Perform such other functions as may be prescribed in the By-laws
or authorized by the GA.

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

Directors, officers and committee members, who willfully and knowingly vote
for or assent to patently unlawful acts, or who are guilty of gross negligence
or bad faith in directing the affairs of the Association 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 Association, members and other persons.
When a director, officer or committee member attempts to acquire, or
acquires in violation of his/her duties, any interest or equity adverse to the
Association in respect to any matter which has been reposed in him/her in
confidence, he/she shall, as a trustee for the Association, be liable for
damages or loss of profits which otherwise would have accrued to the
Association.
Section 7. Duties of the Bookkeeper. The bookkeeper of the Cooperative
who is under supervision and control of the Accountant shall:
a. Records and update books of accounts;
b. Provide assistance in the preparation of reports on the financial
condition and operations of the Association monthly, annually or as
may be required by the Board of Directors and/or the general
assembly;
c. Keep, maintain and preserve all books of accounts, documents,
vouchers, contracts and other records concerning the business of the
Association 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 2. Accounting System. The Association 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.

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Section 4. Annual Report. During the annual regular assembly meeting, the
Association shall submit a report of its operation to the general assembly
together with the audited financial statements, performance audit and social
audit reports. The annual report shall be certified by the Chairperson of the
Association as true and correct in all aspects to the best of their knowledge.
The audited financial statements and social audit reports shall be certified
by CDA Accredited Independent Auditors.

ARTICLE VII
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.
The amendment/s shall take effect upon approval by the General
Assembly.
Voted and adopted this _____ day of _______, 20___ in ____________,
Philippines.
Names Signature

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

______________________________________________________ do hereby certify that
the foregoing instrument is the Code of By-laws of this Association.

Signed this th of ____________, 20___, in ______________.

____________________ _____________________
Chairperson Vice Chairperson

____________________ _____________________
Director Director

___________________ _____________________
Director Director

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