3rd By-Laws of Davao BIR Employees Multipurpose Cooperative (DABIREMCO)

By Laws
Of
Tacloban Padayon Employees Multipurpose Cooperative

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned Filipino citizens, of legal age, and residents of the
Philippines, representing at least majority of the members of this Tacloban Padayon
Employees Multipurpose Cooperative, do hereby adopt this Bylaws.

ARTICLE I
PURPOSES AND GOALS

The purposes and goals of this Cooperative are those set forth in its Articles of
Cooperation.

ARTICLE II
MEMBERSHIP

Section 1. Kinds of Membership. This cooperative shall have regular

members.

A regular member shall mean a person presently employed with Tacloban

Padayon or a regular employee of this cooperative 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 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:

a. Employees of Tacloban Padayon

b. Regular Employees of Tacloban Padayon Employees Multipurpose
Cooperative

However, if an employee who became a member and later on retires from the
Tacloban Padayon Employees Multipurpose Cooperative or transferred to another
office/ region shall continue the membership if one maintains the responsibilities as
a regular member for a period of one year.

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; and

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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 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 rejection.

Section 5. Appeal. An applicant whose application was denied by the Board

of Directors may appeal to the General Assembly and the latter’s decision shall be
final. For this purpose, the General Assembly may opt to create an appeal and
Grievance Committee/Membership Committee. The Appeal and Grievance
Committee/ Membership Committee shall decide appeals on membership application
within thirty (30) days upon receipt thereof.

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/her membership.

However, no member shall own or hold more than ten percent (10%) of the
total subscribed share capital of the Cooperative.

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

the following duties:

a) Pay the instalment of his/her share capital subscription as it falls due and
to participate in the capital build-up and savings mobilization activities of
the Cooperative;
b) Patronize the Cooperative’s businesses and services;
c) Participate in the membership education programs and other activities
and affairs of the Cooperative;
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.

Section 8. Rights and Privileges of Regular Members. A member shall have

the following rights and privileges:

a. Attend general membership meetings;

b. Avail himself 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 audited financial
statements, 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. Participate in the continuing education and other training programs of the
Cooperative; and

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f.Such other rights and privileges as may be granted by the General

Assembly.
Section 9. Members 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 delinquent in the payment of his/her share capital subscriptions and
other accounts or obligations;
c. Has completed the continuing education program prescribed by the
Board of Directors;
d. Has participated in the affairs of the Cooperative and patronized its
businesses in accordance with Cooperative’s policies and guidelines; and

Failure of the member to meet any of the above conditions shall mean
suspension of voting until the same have been lifted upon the determination of the
Board of Directors.

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; and
c. Such other rights and privileges as may be provided by the General
Assembly.

Section 10. Liability of Members. A member shall be liable for the debts of the
Cooperative only to the extent of his/her subscribed share capital.

Section 11. Termination of Membership. Termination of membership maybe

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 contributions
under Section 13 hereof.

a. Automatic Termination of Membership. The death or insanity of a

member shall be considered an automatic termination of his/her
membership in the Cooperative: Provided, however, that in case of death
or insanity of a member of a Cooperative, the next-of-kin shall assume
the duties and responsibilities of the original member.

b. Voluntary Termination. A member may, for any valid reason, withdraw

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

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

the majority of all the members of the Board of Directors for any of the
following causes:
1. Has not patronized the service(s)/business(es) of the Cooperative as
provided for in the policies of the cooperative;
2. Has continuously failed to comply with his/her obligations as
provided for in the policies of the Cooperative;
3. Has violated any provision of this By-laws and the policies of the
Cooperative; and

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4. For any act or omission injurious or prejudicial to the interest or the

welfare of the Cooperative, as defined by the General Assembly.

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 written decision of the board of directors 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 or Appeal and Grievance
Committee/Membership Committee, as the case may be, whose decision shall be final.

Section 13. Refund of Share Capital Contribution. A member whose

membership is terminated shall be entitled to a refund of his/her share capital
contribution and all other interests in the Cooperative. However, such refund shall not
be made if upon payment the value of the assets of the Cooperative would be less than
the aggregate amount of its debts and liabilities exclusive of his/her share capital
contribution. In which case, the member shall continue to be entitled to the interest of
his/her share capital contributions, patronage refund and the use of the services of the
Cooperative until such time that all his/her interests in the Cooperative shall have been
duly paid.

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;
b) To elect or appoint the members of the Board of Directors, and to remove
them for cause; and
c) To approve developmental plans of the Cooperative;

Section 3. Meetings. Meetings of the General Assembly, may be regular or

special. All proceedings and businesses undertaken at any meeting of the General
Assembly, if within the powers or authority of the Cooperative, there being a quorum,
shall be valid.

Members are required to attend the meetings for the purpose of exercising all
the rights and performing all the obligations pertaining to them, as provided by the
Code, Articles of Cooperation and By-Laws.

Section 4. Regular General Assembly Meeting. The General Assembly shall

hold its annual regular meeting every 3rd Saturday of March at the principal office
of the Cooperative or at any place as may be determined by the Board.

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. The Board

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of Directors must likewise call a Special General Assembly meeting within one (1)
month from receipt of a written request from:
a. at least ten percent (10%) of the total number of members entitled to
vote; or
b. the Audit Committee; or
c. the Federation or Union to which the Cooperative is a member; or
d. upon Order of the Cooperative Development Authority.

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. Proof of due notice;

c. Roll Call;

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

meeting;

e. Presentation and approval of the reports of the Board of Directors,

officers, and the committees, including Cooperative Annual Progress
Report and all other required reports;

f. Unfinished business;

g. New business;
i. Election of directors and committee members;
ii. Approval of Development and/or Annual Plan and Budget;
iii. Hiring of External Auditor; and
iv. Other related business matters

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g) Announcements; and

h) Adjournment

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

Special General Assembly meeting, at least Twenty-Five percent (25%) of the total
number of members entitled to vote shall constitute a quorum.

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

participate and vote in any General Assembly meeting. A member is entitled to one
vote only regardless of the number of shares he/she 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.

Section 10. Fiscal Period. The fiscal period of this Cooperative shall commence from
the first day of January until the last day of December of each year.

ARTICLE IV
BOARD OF DIRECTORS

Section 1. Composition of the Board of Directors (BOD). The Board of

Directors shall be composed of seven (7) members, with at least one of the either sex.

Section 2. Functions and Responsibilities. The Board of Directors shall have

the following functions and responsibilities:
a. Provide over-all policy direction;
b. Formulate development plan;
c. Review the annual plan and budget and recommend for the approval of
the General Assembly;
d. Evaluate the capability and qualification and recommend for the approval
of the General Assembly the engagements of the services of an External
Auditor;
e. Appoint and terminate, based on just cause, the General Manager or
Chief Executive Officer (CEO);
f. Review, monitor and evaluate the effectiveness of the programs, projects
and activities;
g. Formulate and review the vision, mission and goals of the
Cooperative;
h. Establish risk management system;
i. Establish performance evaluation system at all levels;
j. Review and approve the organizational and operational structures;
k. Establish policies and procedures for the effective operation and ensure
proper implementation of such;
l. Appoint the members of the Mediation and Conciliation Committee,
Ethics Committee, Education and Training Committee and other
Officers as specified in the Code and By-laws of the Cooperative;
m. Decide election-related cases involving the Election Committee and its
members;
n. Act on the recommendation of the Ethics Committee on cases involving
violations of the Code of Governance and Ethical Standards;

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o. Ensure compliance by the Cooperative with the regulations of the

Authority and other statutory requirements of appropriate government
agencies;
p. Report to the General Assembly the performance and achievements of the
Cooperative;
q. Present to the General Assembly policies which require confirmation as
provided under the law, the Cooperative By-laws, and regulations; r.
Present to the General Assembly the financial, social and performance
reports; and
s. Perform such other functions as may be authorized by the General
Assembly.

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

a. Has paid the minimum capital requirement;

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

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 to continue as such:

a. Holding any elective position in the government, except that of a party

list representative being an officer of a Cooperative he/she represents;
b. Members holding any other position directly involved in the day-today
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
twenty-five percent (25%) 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, except in a Cooperative organized among themselves;
f. Having been convicted by final judgement in administrative proceedings
or civil/criminal suits involving financial and/or property accountability;
and
g. Having been disqualified by law.

Section 5. Procedure for Disqualifications. The procedure for disqualification

shall be provided in the election guidelines or policy of the Cooperative.

Section 6. 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 two (2) years or until their successors shall have
been elected and qualified; Provided, that majority of the elected directors obtaining
the highest number of votes during the first election after registration shall serve
for two (2) years, and the remaining directors for one (1) year. Thereafter, all
directors shall serve for a term of two (2) years. The term of the co-operators’-
directors shall expire upon the election of their successors in the first Regular General
Assembly after registration.

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Section 7. Election of Officers within the Board. The Board of Directors shall
convene within ten (10) days after the General Assembly meeting to elect by secret
ballot from among themselves the Chairperson and the Vice Chairperson, and to elect
or appoint the Secretary and Treasurer from outside of the Board.

For committees elected by the General Assembly and/or appointed by the

Board of Directors, procedural process of electing the Chairperson, Vice Chairperson
or other positions among themselves should be in accordance with the process
mentioned above.

Section 8. 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
special meetings of the Board of Directors, shall be served by the Secretary in writing
or through electronic means to each director at least one (1) week 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.

Section 9. Vacancies. Any vacancy occurring in the Board of Directors by

reason of death, incapacity, removal or resignation may be filled-up within thirty (30)
days 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 10. 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 Directors shall present its recommendation for removal
to the General Assembly. For this purpose, the Board of Directors shall provide a
policy on suspension in consultation with the Ethics Committee subject to the
approval of 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. The decision of the General Assembly on the
matter is final and executory.

In cases where the officers sought to be removed consist of the majority of the
Board of Directors, at least 10% of the members with voting rights may file a petition
with the Cooperative Development Authority to call a Special General Assembly
meeting for the purpose of removing the Board of Director/s upon failure of the Board

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of Directors to call an assembly meeting to commence the proceeding for their

removal.

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.

Section 11. Prohibitions. Any member of the Board of Directors shall not
hold any other position directly involved in the day-to-day operation and management
of the Cooperative nor engage in any business similar to that of the Cooperative or
who in any way has a conflict of interest with it.

The extent of conflict of interests shall be clearly defined in the policy of the
Cooperative.

ARTICLE V
COMMITTEES

Section 1. Audit Committee. An Audit Committee shall be composed of three

(3) members, with at least one of either sex, to be elected during a General
Assembly meeting and shall hold office for a term of two (2) years 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/her term of office. The Committee shall provide internal audit
service, maintain a complete record of its examination and inventory, and submit an
audit 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. The Audit Committee shall:

a. Audit the performance of the cooperative and its various responsibility

centers;
b. Monitor the adequacy and effectiveness of the Cooperative's management
and internal control system;
c. Review continuously and periodically the books of account, financial
records, and policies governing internal control, accounting and risk
management to ensure that these are in accordance with the
Cooperative principles and generally accepted accounting procedures;
d. Review the internal audit report of the Cooperative;
e. Follow up actions on the internal and
external audit recommendations;
f. Discuss the result of the internal audit with the Board of Directors;
g. Submit reports on the result of the internal audit and recommend
necessary changes on policies and other related matters on operation to
the General Assembly;
h. Review, approve or amend the report and recommendation of the Ethics
Committee involving violations of the Code of Governance and Ethical
Standards if the remaining members of the Board of Directors fail to act
on said report and recommendation within a period of thirty (30) days, or
the violation is committed by the majority of the Board of Directors; and
i. 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 shall be composed of

three (3) members, with at least one of either sex, to be elected during a General
Assembly meeting and shall hold office for a term of two (2) years or until their
successors shall have been elected and qualified. Within ten (10) days after their

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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/her term of office.

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

a. Formulate election rules and guidelines and recommend to the

General Assembly for approval;
b. Recommend necessary amendments to the election rules and guidelines,
in coordination with the Board of Directors, for the
General Assembly's approval;
c. Implement election rules and guidelines duly approved by the General
Assembly;
d. Supervise the conduct, manner and proceedings 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 election-related cases except those involving
the Election Committee or its members; and
h. Perform such other functions as prescribed in the By-laws or authorized
by the General Assembly.

Section 5. Credit Committee. A Credit Committee is hereby created and

shall be composed of three (3) members, with at least one of the either sex, 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 term of office.

Section 6. 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;
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. Process and approve loan application of members;
e. Perform such other functions as may be prescribed in the By-laws or
authorized by the general assembly.

Section 7. Investment Committee. An Investment Committee is hereby

created and shall be composed of three (3) members, with at least one of the either
sex, 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 term of office.

Section 8. Functions and Responsibilities of Investment Committee

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The Investment Committee shall:

a. Exercise prudent stewardship of the financial assets of the cooperative and
invest funds in good faith and with the care of an ordinary prudent person
in a like position would exercise under similar circumstances;
b. Develop investment objectives, asset allocation targets, investment
guidelines, and performance measurements standards which are consistent
with the needs of the funds;
c. Review and evaluate investment results in the context of established
standards of performance and adherence to the investment guidelines; and
d. Perform such other functions as may be prescribed in the By-laws or
authorized by the general assembly.

Section 9. Other Committees. The Board of Directors may create such other
committees as may be deemed necessary for the operation of the Cooperative.

Section 10. Qualification and Disqualification of Committee Members. The

qualification and disqualification of the Board of Directors shall also apply to all the
members of the committees.

ARTICLE VI
OFFICERS AND MANAGEMENT STAFF

Section 1. Officers and their Duties. The officers of the cooperative shall
include the Members of the Board of Directors, Members of the Different
Committees, General Manager/Chief Executive Officer, Secretary and Treasurer who
shall serve according to the functions and responsibilities of their respective offices as
follows:

a. Chairperson – The Chairperson shall:

i. Set and prepare the agenda for board meetings in coordination with
the other members of the Board of Directors;
ii. Preside all meetings of the Board of Directors and
General/Representative 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/Representative
Assembly as prescribed in their
By-laws; and iv. Perform such other functions as may be authorized
by the Board of Directors.

b. Vice-Chairperson – the Vice-Chairperson shall:

i. Perform all duties and functions of the Chairperson in the absence

of the latter; and
ii. Perform such other duties as may be delegated to him/her 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 Board of Directors;
ii. Have custody of funds, securities, and documentations relating to
assets, liabilities, income and expenditures;

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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. Ensure the maintenance of full and complete records of cash
transactions;
v. Ensure maintenance of a Petty Cash Fund;
vi. Maintain a Daily Cash Position Report; and
vii. Perform such other functions as may be prescribed in the Bylaws
or authorized by the Board of Directors.

d. Secretary– The Secretary shall:

i. Keep an updated and complete registry of all members;

ii. Record, prepare and maintain records of all minutes of meetings of
the Board of Directors and the General Assembly;
iii. Ensure that the necessary actions and decisions of the Board of
Directors are transmitted to the management for compliance and
implementation;
iv. Issue and certify the list of members who are entitled to vote as
determined by the Board of Directors;
v. Prepare and issue Share Certificates and maintain the share and
transfer book;
vi. Serve notice of all meetings called and certify the presence of
quorum in the conduct of all meetings of the Board of Directors and
the General Assembly;
vii. Keep copies of the Treasurer's reports and other reports; 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
Board of Directors.

e. General Manager. The General Manager shall:

i. Oversee the overall day to day business operations of the
cooperative by providing 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. Assist the Board of Directors in the formulation of the
Cooperative's Development Plan including Annual Plan and
Budget, Programs and Projects, for approval of the General
Assembly; iii. Provide systems and procedures in the
implementation of
policies;
iv. Implement the duly approved plans and programs of the
cooperative and any other directive or instruction of the Board of
Directors;
v. Provide and submit to the Board of Directors monthly reports on
the status of the cooperative's operation vis-a-vis its targets and
recommend appropriate policy or operational changes, if necessary;
vi. Represent the cooperative in any agreement, contract, business
dealing, and in any other official business transaction as may be
authorized by the Board of Directors;
vii. Ensure compliance with all administrative and other requirements
of regulatory bodies; and

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viii. Perform such other functions as may be prescribed in the Bylaws

delegated by the Board of Directors or authorized by the General
Assembly.

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

Directors, officers and committee members, who will fully 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/her duties, any interest or equity adverse to the Cooperative in
respect to any matter which has been reposed in him/her in confidence, he/she shall, as
a trustee for the Cooperative, be liable for damages or loss of profits which otherwise
would have accrued to the Cooperative.

Section 3. Management Staff. The core management team of the cooperative

composed of manager, cashier, bookkeeper, accountant, and other position as provided
for in the Human Resource Manual shall take charge of the day-to-day operations of
the cooperative. The Board of Directors shall appoint, fix their compensation and
prescribe for the functions and responsibilities.

Section 4. Qualifications of the General Manager. No person shall be

appointed to the position of general manager unless he/she possesses the following
qualifications and none of the disqualifications herein enumerated:
a. Must be familiar with the business operation of the Cooperative;
b. Must have at least two (2)-year 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/her
duties; e. Must be of good moral
character;
f. Must not have been convicted of any administrative, civil or criminal
case involving financial and/or property accountabilities at the time
of his/her appointment; and
g. Must undergo pre-service and/or in-service trainings.

Section 5. Duties of Cashier. The Cashier of the Cooperative, who shall be

under supervision and control of the General Manager shall:
a. Handles monetary transactions;
b. Receives/collects payments and deposits;
c. Be responsible for money received and expended;
d. Prepares reports on money matters; and
e. 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 supervision and control of the General Manager shall:
a. Install an adequate and effective accounting system within the
Cooperative;
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;

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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 supervision and control of the Accountant shall:

a. Record and update 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,
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
d. Perform such other duties as the Board of Directors may require.

Section 8. Qualifications of Accountant, Cashier, and 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. Bachelor’s degree in accountancy must be required for Accountant,
however, Cashier and Bookkeeper must be knowledgeable in handling
monetary transactions, accounting and/or bookkeeping, respectively;
b. Must have at least two (2)-year experience in 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 be convicted of any administrative, civil or criminal case
involving moral turpitude, gross negligence or grave misconduct in
the performance of his/her
duties; e. Must be of good moral
character;
f. Must be willing to undergo pre-service and/or in-service trainings in
accounting; and
g. Must not have been convicted of any administrative, civil or criminal
case involving financial and/or property accountabilities at the time of
his/her 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

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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 consists of the deferred payment of
patronage refund or interest on share capital;
d. Subsidies, grants, legacies, aids, donation, awards and winnings and such
other assistance from any local or foreign institution, public or private;
b. Retentions from the proceeds of services acquired /goods procured by
members; and
c. 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 (P100.00)per month;

b. At least ten percent (10%) of his/her annual interest on capital and
patronage refund; and
c. At least three percent (3%) of the loan granted.
d. Any mechanism that the General Assembly adopts.

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. Share Capital Contribution. Share Capital Contribution refers to

the value of the paid subscription by a member in accordance with its Articles of
Cooperation.

Section 6. Share Capital Certificate. The Board of Directors shall issue a

Share Capital Certificate only to a member who has fully paid ten (10) shares
subscription which shall be released during or after the Annual General Assembly.
The Certificate shall be serially numbered and contain the shareholder’s 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 cooperative’s Share and Transfer Book.

The number of paid shares 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.

Section 7. Assignment of Share Capital Contribution or Interest. Subject to

the provisions of the Code, no member shall transfer his/her shares in the cooperative
or any part thereof unless:

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a. He/she has held such share capital contribution or interest for not less
than one (1) year;
b. The assignment is made to the cooperative or to a person who falls within
the field of membership of the Cooperative; and
c. The Board of Directors has approved such assignment.

The assignment 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 shall be collected from the transferee as prescribed in the
Cooperative policy.

In 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 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, provided, 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
ALLOCATION AND DISTRIBUTION OF NET SURPLUS

Section 1. Allocation - At the end of its calendar year, the Cooperative shall
allocate and distribute its net surplus as follows:

a. Reserve Fund. Fifty percent (50%) of the net surplus during the first five
(5) years from the date of registration of the cooperative shall be
allocated to Reserve Fund. On its sixth (6 th) year and thereafter, ten
percent (10%) of the net surplus is to be allocated to the Reserve Fund.
The reserve fund shall be subjected to the following rules:
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:

A. To establish a usufructuary trust fund for the benefit of any

federation or union to which the Cooperative is affiliated; or

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B. To donate, contribute or otherwise dispose of 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. 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.

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.

c. Community Development Fund. Three percent (5%) shall be used for

projects and activities that will benefit the community where the
Cooperative operates.

d. Optional Fund. Seven percent (5%) shall be set aside for this purpose.
The use of this Fund shall be for land, building, transportation and office
equipment, furniture and fixtures as determined by the General Assembly
through a Resolution.

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 and patronage refunds.
Provided, that any amount remaining after the allowable interest and the patronage
refund have been deducted shall be credited to the reserved 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/her
unless he/she agrees to credit the amount to his/her account as additional
share capital contribution;
b. In the case of member patron with unpaid share capital contribution,
his/her proportionate amount of patronage refund shall be credited to
his/her account until the share capital contribution has been fully paid;
c. In the case of 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/she so agrees or requests and complies with the provisions of the
bylaws for admission to membership; and
d. If within the period specified hereof, any subscriber who has not fully
paid his/her subscribed share capital or any non-member patron who has

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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 bylaws 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 IX
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, Art. 137 0f 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 arisingout

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, intracooperative disputes and
related issues 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 bylaws of the Cooperative, and in such other applicable laws.

ARTICLE X
MISCELLANEOUS

Section 1. Investment of Capital. The Cooperative may invest its capital inany
or all of the following:
a. Shares or debentures or securities of any secondary cooperative;
b. Any reputable bank including Cooperative Banks or any secondary
cooperative;
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 the
Standards Charts of Accounts (SCA) for Cooperatives and the Philippine Financial
Reporting Framework (PFRF) for Cooperatives.

Section 3. Financial Audit, Governance and Management Audit Report, and

Social 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,
Governance and Management Audit Report and Social Audit in accordance with the
Guidelines issued by the Cooperative Development Authority.

Section 4. Annual Report. During the annual Regular Assembly meeting, the
Officers shall submit a report of the operation to the General Assembly together with
the audited financial statements, performance audit, social audit reports and list of
officers and trainings undertaken/completed. The annual report shall be certified by
the Chairperson and Manager of the Cooperative as true and correct in all aspects to
the best of their knowledge.

The Cooperative shall submit the web-based Cooperative Annual Progress

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Report (CAPR) together with the following attachments to the Authority within (120)
days from the end of every calendar year;

a. Social Audit Report;

b. Governance and Management Audit Report including semi-annual
Mediation and Conciliation Report;
c. Audited Financial Statement; and
d. List of officers and trainings undertaken/completed.
CERTIFICATION

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

Tacloban Padayon Employees Multipurpose Cooperative do hereby certify that the
foregoing instrument is the Code of By-laws of this Cooperative.

Signed this of 27th day of October 2024 in Tacloban, City Philippines.

Name Position Signature

GWYNETH CHRISLAINE G. Chairperson

BAYA
KHLOE DANIELLE P. CAÑETE Vice-chairman

MYKA JEAN M. LADO Director

CHRISTINE JANE S. MADJOS Director

FANAREE T. OPINIANO Director

JANE MER P. PALTAD Director

ARIANE JOVY C. REDUBLA Director

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