Bylaws
Bylaws
Bylaws
BY-LAWS
OF PAGLAUM CONSOLIDATED MULTI-PURPOSE COOPERATIVE
We, the undersigned Filipino citizen, of legal age, and residents of the
Philippines, representing at least majority of the members of the PAGLAUM
CONSOLIDATED MULTI-PURPOSE COOPERATIVE, a primary multi-purpose
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
A regular member is one who has complied with all the membership
requirements and entitled to all the rights and privileges of membership.
shall give him the opportunity to be heard (in 5 working days as interval for 3
notices).
The decision of the board of directors is appealable to the general
assembly and the procedure of which shall be in accordance with the last
paragraph of Article 30 of RA 9520.
ARTICLE III
Administration
Section 1. The General Assembly (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 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 cooperative Articles of
Cooperation and By-laws;
ARTICLE IV
Board of Directors
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 Code of Governance and Ethical Standards; and
k. Perform such other functions as may be prescribed in the By-laws or
authorized by the GA;
Section 3. Qualifications. No member shall be elected or to continue as such
member of the Board of Directors unless he is a member entitled to vote and
has the following qualifications:
a. Has paid the minimum capital requirement
b. Have continuously patronized the cooperative services
c. A member in good standing for the last two years
d. 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
IRR of the Authority
b. The members of the board of directors shall not hold any 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 in 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;
Page 7 of 29 Per BOA Res. No.188 dated 23Sept10
evidence of guilt, the board shall present its recommendation for removal to the
general assembly. 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 CDA 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 elected or appointed by the Board of Directors or any
committee may be removed from office for cause by a majority vote of all the
members of the Board or Committee as the case may be.
Section 10. Powers and Duties of the Board. The board of directors shall be
responsible for the strategic planning, direction-setting and policy-formulating
activities of the cooperatives. . Provided further that any members of the board
shall not hold any other position directly involved in the day-to-day operation
and management of the cooperative.
ARTICLE V
Committees
Section 1. Audit Committee. An Audit Committee 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 one (1) year or until their successors
shall have been elected and qualified. Within ten (10 ) days after their election,
they shall elect from among themselves a Chairperson, Vice-Chairperson and 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 and 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. It shall have the power and duty to continuously monitor
the adequacy and effectiveness of the cooperative's management control system
and audit the performance of the cooperative and its various responsibility
centers.
Section 2. Functions and Responsibilities. The Audit Committee shall:
a. Monitor the adequacy and effectiveness of the cooperative’s management
and control system;
b. Audit the performance of the cooperative 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
cooperative 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 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 3. Election Committee. An Election Committee is hereby created and
shall be composed of three (3) members to be elected during a general assembly
Page 9 of 29 Per BOA Res. No.188 dated 23Sept10
meeting and shall hold office for a term of one (1) year or until their successors
shall have been elected and qualified. Within ten (10) days after their election
they shall elect from among themselves a Chairperson, Vice-Chairperson and 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. The Election Committee shall:
a. Formulate election rules and guidelines and recommend to the GA for
approval;
b. Implement election rules and guidelines duly approved by the GA;
c. Recommend necessary amendments to the election rules and guidelines,
in consultation with the Board of Directors, for approval of the GA;
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
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, different committees created by
the general assembly, general manager or chief executive officer, secretary,
treasurer and members holding other positions as may be provided for in this
by-laws, shall serve according to the functions and responsibilities of their
respective offices as follows:
a. Chairperson – The Chairperson shall:
Page 11 of 29 Per BOA Res. No.188 dated 23Sept10
i. Set the agenda for board meetings in coordination with the other
members of the BOD;
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 GA;
iv. Issue Certificate of Non-Affiliation with the Federation or Union;
and
v. Perform such other functions as may be authorized by the BOD or
by the GA.
b. Vice-Chairperson –the Vice-Chairperson shall:
i. Perform all the duties and responsibilities of the Chairperson in
the absence of the latter;
ii. 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
cooperative, subject to such limitations and control as may be
prescribed by BOD;
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 these 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. Prepare and issue Share Certificates;
v. Serve notice of all meetings called and certify the presence of
quorum of all meetings of the BOD and GA;
vi. Keep copy of the Treasurer’s report & other reports;
vii. Keep and maintain the Share & Transfer Book;
viii. Serve as custodian of the cooperative seal; and
ix. Perform such other functions as may be prescribed in the By-laws
or authorized by the GA.
Page 12 of 29 Per BOA Res. No.188 dated 23Sept10
ARTICLE VII
Capital Structure
Section 1. Source of Funds. The Cooperative may derive its funds from any or
all of the following sources:
a. Member’s share capital contribution;
b. Loans and borrowings including deposits;
c. Revolving capital build-up which consist of the deferred payment of
patronage refund or interest on share capital;
d. Subsidies, grants, legacies, aids, donation and such other assistance
from any local or foreign institution, public or private;
e. Retentions from the proceeds of services acquired /goods procured by
members; and
f. Other sources of funds as may be authorized by law.
Page 15 of 29 Per BOA Res. No.188 dated 23Sept10
ARTICLE VIII
Operations
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. 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 per centum
(50%) of the net surplus:
i. The reserve fund shall be used for the stability of the Cooperative and to
meet net losses in its operations. The general assembly may decrease
the amount allocated to the reserve fund when it has already exceeded
the authorized share capital. Any sum recovered on items previously
charged to the reserve fund shall be credited to such fund.
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:
b. Education and Training Fund. Not more then 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 or of which it is a
member.
ARTICLE X
Settlement of Disputes
Article XI
Miscellaneous
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 cooperative shall submit the following reports to the Authority within
(120) days from the end of every calendar year:
a. Cooperative Annual Performance Report (CAPR);
b. Social Audit Report;
c. Performance Report;
d. Audited Financial Statement duly stamped “Received” by BIR;
e. List of officers and trainings undertaken/completed.
ARTICLE XII
Amendments
NAME SIGNATURE
NOEL M. HATAMOSA
Chairman-Affiliant
RENE G. SERRA
Secretary-Affiliant