BY-LAWS

OF

____________ Technology Service Cooperative

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned duly authorized representative(s) of our respective

cooperatives, all of legal age and Filipino citizens, who on this day have
voluntarily agreed to organize a Technology Service Cooperative, do hereby
adopt the following By-laws.

Article I
Goals and Purposes

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

Article II
Membership

Section 1. Membership. This Cooperative shall have regular members only.

Section 2. Qualification for Membership - The membership of this

Cooperative is open to all types and categories of duly registered cooperatives.

Section 3. Requirements for Membership. A member-cooperative must

have complied with the following requirements:

a. Approved application for membership;

b. General Assembly Resolution indicating membership and share
capital contribution to this Technology Service Cooperative;
c. Board of Directors’ Resolution on authorized representative;
d. Subscribed and paid the required minimum share capital and
membership fee; and
e. ___________________________________________________________.

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 _________ (_____) days from the date of filing. The Board
of Directors shall devise a form for the purpose which shall, aside from the
profile of the applicant cooperative, include the duties of a member to
participate in all programs including but not limited to capital build-up,
patronizing the businesses and services, 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 ____________________ (Php _____), which shall be refunded
to the applicant cooperative in case of denial.
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Section 5. Appeal. An applicant cooperative whose application was denied by
the Board of Directors may appeal to the Appeal and Grievance Committee or
the General Assembly by giving notice to the Secretary of the cooperative
within thirty (30) days upon receipt of the decision.

Section 6. Minimum Share Capital Requirement. An applicant cooperative

for membership shall subscribe to at least __________ (___) shares and pay the
value of at least __________ shares upon approval of its membership.

However, no member-cooperative shall own or hold more than ten

percent (10%) of the total subscribed share capital of the Cooperative.

Section 7. Duties and Responsibilities of Members. Every member shall

have the following duties:

a. Pay the installment of its share capital subscription as it falls due

and 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;
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;
f. Promote the goals and purposes of the Cooperative, the welfare of its
members, and the cooperative movement in general.

Section 8. Rights and Privileges of Member-cooperative. A member-

cooperative shall have the following rights and privileges:

a. Attend General Assembly meetings, through its authorized

representative;
b. Avail of the services of the Cooperative, subject to certain
conditions as may be prescribed by the Board of Directors;
c. Inspect and examine the books of accounts, the minutes’ books,
the share register, and other records of the Cooperative during
reasonable office hours;
d. Secure copies of records/documents of the Cooperative pertaining
to the account information of the concerned member-cooperative;
and
e. Such other rights and privileges as may be granted by the
General Assembly.

Section 9. Members Entitled to Vote. Any regular member-cooperative who

meets the following conditions is a member entitled to vote:

a. Has paid the membership fee and the value of the minimum
shares required for membership;
b. Is not delinquent in the payment of its share capital
subscriptions and other accounts or obligations;
c. Has not violated any provision of cooperative laws, CDA
administrative issuances, these Articles of Cooperation and
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 Bylaws, the terms and conditions of the subscription agreement,
and the decisions, guidelines, rules, and regulations promulgated
by the Board of Directors and the General Assembly;
d. Has completed the continuing education program prescribed by
the Board of Directors; and
e. Has participated in the affairs of the Cooperative and patronized
its businesses in accordance with the policies and guidelines.

Failure of a member-cooperative to meet any of the above conditions

shall mean suspension of its 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-cooperative entitled to vote shall have the

following additional rights:

a. Participate and vote on all matters deliberated upon during

General Assembly meetings;
b. Qualified to 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 11. Liability of Members. A member-cooperative shall be liable for

the debts of the cooperative only to the extent of its subscribed share capital.

Section 12. Termination of Membership. Termination of membership may

be automatic, voluntary, or involuntary, which shall have the effect of
extinguishing all rights of a member in the cooperative, subject to the refund
of share capital contribution under Section 14 hereof.

a. Automatic Termination of Membership. The dissolution or the

insolvency of a member-cooperative shall be considered an automatic
termination of its membership in the cooperative.
b. Voluntary Termination. A member-cooperative may, for any valid
reason, withdraw its membership from the cooperative by giving a
sixty- (60) day notice to the Board of Directors.
c. Involuntary Termination. A member-cooperative may be terminated
by a vote of the majority of all the members of the Board of Directors
for any of the following causes:

c.1 Has not patronized the services/businesses of the cooperative

as provided for in its policies;
c.2 Has continuously failed to comply with its obligations as
provided for in the policies of the cooperative;
c.3 Has violated any provision of these By-laws and the policies
promulgated by the Board of Directors of the cooperative; and
c.4 For any act or omission injurious or prejudicial to the interest
or the welfare of the cooperative.

Section 13. Manner of Involuntary Termination. The Board of Directors

shall notify in writing the member-cooperative which is being considered for
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 termination and shall give them the opportunity to be heard.

The decision of the Board of Directors shall be in writing and shall be

communicated in person or by registered mail to said member-cooperative
and shall be appealable within thirty (30) days from receipt thereof to the
General Assembly whose decision shall be final.

Section 14. Refund of Share Capital Contribution. A member-cooperative

whose membership is terminated shall be entitled to a refund of its 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 its share capital contribution. In which case, the
terminated member-cooperative shall continue to be entitled to the interest of
its share capital contributions, patronage refund, and the use of the services
of the cooperative until such time that all its 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 member-cooperatives 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, Board of Directors,

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

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

hold its annual regular meeting at the principal office of the cooperative or
any place in the Philippines within _______ (____) (shall be within ninety (90)
days after the close of its fiscal year) 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. The Board of Directors must likewise call a special General
Assembly meeting within one (1) month from receipt of a written request
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from:

a. At least ten percent (10%) of the total number of members entitled to vote;
b. The Audit Committee; or
c. The Federation to which the cooperative is a member.
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.

a. Regular General Assembly Meeting. Notice of the annual regular

General Assembly meeting shall be served by the Secretary, personally
or his duly authorized representative, by registered mail, or by
electronic means to all members of record at his last known postal
address, or by posting or publication, or through other electronic
means, at least one (1) week before the said meeting. It shall be
accompanied by an agenda, minutes of the meeting of the last General
Assembly meeting, consolidated reports of the Board of Directors and
Committees, Audited Financial Statements, and other papers which
may assist the members to intelligently participate in the proceedings.
b. Special General Assembly Meeting. Notice of any Special General
Assembly meeting shall be served by the Secretary personally or his
duly authorized representative, by registered mail, or by electronic
means upon each member who is entitled to vote at his last known
postal address, or by posting or publication, or through other electronic
means, at least one (1) week before the said meeting. It shall state the
purpose and, except for related issues, no other business shall be
considered during the meeting.
c. Waiver of Notice. Notice of any meeting may be waived, expressly or
impliedly, by the member-cooperative 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 the presence of a quorum;
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;
f.1 Election of Directors and committee members;
f.2 Approval of the Development and/or Annual Plan and Budget;
f.3 Hiring of External Auditor; and
f.4 Other related business matters
g. Announcements; and
h. Adjournment

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

special General Assembly meeting, at least _____________ percent (_______%)
of the total number of member-cooperative entitled to vote shall constitute a
quorum.
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Section 9. Voting System. Only member-cooperative entitled to vote shall be
qualified to participate and vote in any General Assembly meeting. A
member-cooperative is entitled to one vote only. The votes cast by the
representative duly authorized shall be deemed as votes cast by the member-
cooperative.

The election of Directors and Committee members shall be by secret

ballot. Action on all matters shall be in a manner that will truly and correctly
reflect the will of the member-cooperative.

ARTICLE IV
Board of Directors

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

Directors shall be composed of ___________ (__) members.

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

have the following functions and responsibilities:

a. Provide the general policy direction of the cooperative;

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 its approval
by the General Assembly;
e. Establish policies and procedures for the effective operation of the
cooperative and ensure its proper implementation;
f. Evaluate the capability and qualification and recommend to the General
Assembly the engagement of the services of an External Auditor;
g. Appoint the members of the Mediation/ Conciliation and Ethics
Committees and other Officers as specified in the Code and Cooperative
By-laws;
h. Decide election-related cases involving the Election Committee and its
members in accordance with the Guidelines issued by the CDA, Art.
137 of Republic Act No. 9520, Memorandum Circulars issued by the
Cooperative Development Authority, Alternative Dispute Resolution Act
of 2004 and its suppletory laws;
i. Act on the recommendation of the Ethics Committee on cases involving
violations of the Code of Governance and Ethical Standards in
accordance with the Guidelines issued by the CDA, Art. 137 of
Republic Act No. 9520, Memorandum Circulars issued by the
Cooperative Development Authority, Alternative Dispute Resolution Act
of 2004 and its suppletory laws; and
j. Perform such other functions as may be prescribed in the By-laws or
authorized by the General Assembly.

Section 3. Qualifications. Any representative who is entitled to vote and has

the following qualifications can be elected or continue as a member of the
Board of Directors:

a. Has paid the minimum capital requirement;

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

Section 4. Disqualifications. Any representative shall be disqualified to be

elected as a member of the Board of Directors or any committee, or to
continue as such under any of the following circumstances:

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

list representative being an officer of a cooperative he or she
represents;
b. The members of the Board of Directors holding other positions directly
involved in the day-to-day operation and management of the
cooperative he/she represents;
c. Having direct or indirect personal interest with the business of the
Cooperative;
d. Having been absent for three (3) consecutive meetings or in more than
fifty percent (50%) of all meetings within the twelve (12) month period
unless with a 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 in administrative proceedings or civil/criminal
suits involving financial and/or property accountability; and
g. Having been disqualified by law.

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

shall be elected, by secret ballot, by the duly authorized representatives, who
are 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 _______(___) 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
__________ (___) years.

The term of the interim directors shall expire upon the election of their
successors in the first regular general assembly after registration.

Section 6. Election of Officer within the Board of Directors. 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 appoint the Secretary and Treasurer from outside
of the Board.

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

by the Board of Directors, the same procedural process of electing the
Chairperson, Vice-Chairperson, or other positions among themselves should
be followed.

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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 thru electronic means to each director at least two (2) days before
such meeting.

The 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 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 predecessor in office.

In the event that the General Assembly failed to muster a quorum to fill
the positions vacated by directors whose terms have expired and said
directors refuse to continue their functions on a hold-over capacity, the
remaining members of the Board together with the members of the Audit
Committee shall designate, from the qualified regular members of the
General Assembly, their replacements who shall serve 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 about 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. The majority of the Board of Directors may place the
officer concerned under preventive suspension pending the resolution of the
investigation. Upon finding prima facie evidence of guilt, the Board of
Directors 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. For this purpose, the
Board of Directors shall provide a policy on suspension.

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 CDA, upon failure of the Board of Directors to call an
assembly meeting for the purpose to commence the proceeding for their
removal within thirty (30) days from notice. The decision of the General
Assembly on the matter is final and executory.
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 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 10. 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.

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 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. 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 to the Board of Directors and the General Assembly on
the results of the internal audit and recommends necessary changes in
policies and other related matters in operation;
e. Recommend or petition to the Board of Directors for the conduct of a
special General Assembly when necessary; and
f. Perform such other functions as may be delegated by the Board of
Directors or authorized by the General Assembly.

Section 3. Election Committee. An Election Committee is hereby created

and shall be composed of three (3) members to be elected during a general
assembly meeting and shall hold office for a term of 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
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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. Implement election rules and guidelines duly approved by the General
Assembly;
c. Recommend necessary amendments to the election rules and
guidelines, in consultation with the Board of Directors, for approval of the
General Assembly;
d. Supervise the conduct, manner, and procedure of election and other
election-related activities and act on the changes thereto;
e. Canvass and certify the results of the election;
f. Proclaim the winning candidates;
g. Decide election and other related cases except those involving the
Election Committee or its members in accordance with the Guidelines
issued by the CDA, Art. 137 of Republic Act 9520 and its Implementing
Rules and Regulations, Alternative Dispute Resolution Act of 2004 and
its suppletory laws and circulars issued by the Cooperative
Development Authority; and
h. Perform such other functions as may be delegated by the Board of
Directors or authorized by the General Assembly.

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 one (1)
year, without prejudice to their reappointment. Within ten (10) days after
their appointment, they shall elect from among themselves a Chairperson, a
Vice-Chairperson and a Secretary.

The committee shall be responsible for the planning and implementation

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

Section 6. Functions and Responsibilities. The Education and Training

Committee shall:

a. Keep members, officers, staff well-informed regarding the cooperative’s

goals/objectives, policies & procedures, services, etc.;
b. Plan and implement an educational program for members, officers, and
staff;
c. Develop promotional and training materials for the cooperative;
d. Conduct/Coordinate training activities; and
e. Perform such other functions as may be delegated by the Board of
Directors or authorized by the General Assembly.

Section 7. Mediation and Conciliation Committee. A Mediation and

Conciliation Committee is hereby created and shall be composed of three (3))
members to be appointed by the Board of Directors. Within ten (10) days after
their appointment, they shall elect from among themselves a Chairperson,
Vice-Chairperson, and a Secretary who shall serve for a term of one (1) year
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or until successors shall have been appointed and qualified. No member of
the Committee shall hold any other position in the cooperative during his
term of office.

Section 8. Functions and Responsibilities. The Mediation and Conciliation

Committee:

a. Formulate and develop the Conciliation-Mediation Program and ensure

that it is properly implemented;
b. Monitor the Conciliation-Mediation programs and processes;
c. Submit semi-annual reports of cooperative cases involving members
Intra
and inter cooperative disputes to the Authority within 15 days after the
end of every semester;
d. Accept and file Evaluation Reports;
e. Submit recommendations for the improvements of the conciliation-
mediation policies to the Board of Directors;
f. Recommend to the Board of Directors a representative from any
member-
cooperative to be trained as a Cooperative Mediator-Conciliator;
g. Settle the disputes lodged in accordance with the Guidelines issued by
the CDA, Art. 137 of Republic Act 9520 and its Implementing Rules and
Regulations, Alternative Dispute Resolution Act of 2004 and its
suppletory laws and Circulars issued by the Cooperative Development
Authority;
h. Issue the Certificate of Non-Settlement after exhaustion of reasonable
efforts to settle the disputes lodged before the cooperative; and
i. Perform such other functions as may be delegated by the Board of
Directors or authorized by the General Assembly.

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

shall be composed of three (3) members to be appointed 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 one (1) year or until successors shall have been
appointed and qualified. No member of the Committee shall hold any other
position in the Cooperative during his term of office.

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

a. Develop Code of Governance and Ethical Standard 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 Code of Governance
and Ethical Standards;
c. Monitor compliance with the Code of Governance and Ethical Standards
and recommend to the Board of Directors measures to address the gap
if any;
d. Conduct initial investigation or inquiry upon receipt of a complaint
involving the Code of Governance and Ethical Standards and submit a
report to the Board of Directors together with the appropriate sanctions
in accordance with the Guidelines issued by the CDA, Art. 137 of
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 Republic Act 9520 and its Implementing Rules and Regulations;
Alternative Dispute Resolution Act of 2004 and its suppletory laws and
Circulars issued by the Cooperative Development Authority;
e. Recommend ethical rules and policies to the Board of Directors; and
f. Perform such other functions as may be delegated by the Board of
Directors or authorized by the General Assembly.

Section 12.Gender and Development (GAD) Committee. – A Gender and

Development (GAD) Committee shall be composed of three ( 3) members to be
appointed by the Board of Directors provided that at least one member shall
come from the Board. The Committee shall elect from among themselves a
Chairperson. The Committee members shall hold office until replaced by the
Board.

Section 13. Functions and Responsibilities. The Gender and Development

(GAD) Committee shall:

a. Conduct gender analysis;

b. Develop and recommend Gender and Development ( GAD )and
Gender Equality (GE )policies and programs/activities/projects to the
Board;
c. Monitor and assess progress in the implementation of Gender and
Development (GAD) programs/activities/projects towards achieving
Gender Equality (GE );
d. Submit report to the Board; and Provide directional guidance

Section 14. GAD Focal Person. A GAD Focal Person (GFP) shall be
designated by the Board upon recommendation of the management. He or she
must be an employee of the cooperative and shall perform GFP role as
additional function.

Section 15. Functions and Responsibilities of GAD Focal Person (GFP).

a. Coordinates and reviews implementation of GAD

programs/activities/projects based on approved plans and budget;
b. Prepares performance reports and recommends policy improvements
to the GAD Committee;
c. Gathers and analyzes gender-related information and other data; and
d. Provides administrative services to the GAD Committee.

Section 16. GAD Education and Training Program. The Cooperative shall
identify GAD and GE-related education and training programs. These shall be
included in the annual education and training plan.

Section 17. GAD Support Systems and Services. The Cooperative shall
implement other services that address GAD and GE issues and concerns. It
shall also develop and establish necessary support systems that will enhance
implementation of the GAD and GE services of the Cooperative.

Section 18. Other Committees. By a majority vote of all its members, the
Board of Directors may form such other committees as may be deemed
necessary for the operation of the cooperative.

ARTICLE VI
Officers and Management Staff of the Cooperative

Section 1. Officers and their Duties. The officers of the cooperative shall
include the members of the Board of Directors, Members of the different
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Committees created by the General Assembly, General Manager or Chief
Executive Officer, Secretary, Treasurer and members holding other positions
as may be provided for in this By-laws, shall serve according to the functions
and responsibilities of their respective offices as follows:

a. Chairperson – The Chairperson shall:

i. Set the agenda for board meetings in coordination with the other
members of the Board of Directors;
ii. Preside over all meetings of the Board of Directors and of the general
assembly;
iii. Sign contracts, agreements, certificates, and other documents on
behalf of the cooperative as authorized by the Board of Directors or by
the General Assembly; and
iv. Perform such other functions as may be authorized by the Board of
Directors or by the General Assembly.

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

i. Perform all the duties and responsibilities of the Chairperson in the
absence of the latter;
ii. 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 Board of Directors;
ii. Have custody of all funds, securities, and documentation relating to
all assets, liabilities, income, and expenditures;
iii. Monitor and review the financial management operations of the
cooperative, subject to such limitations and control as may be
prescribed by the Board of Directors;
iv. Maintain 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 delegated by the Board of
Directors and by the General Assembly.

d. Secretary – The Secretary shall:

i. Keep an updated and complete registry of all members

ii. Prepare and maintain records of minutes of all meetings of the Board
of Directors & the General Assembly;
iii. Ensure that necessary Board of Directors’ actions and decisions are
transmitted to the management for compliance and implementation;
iv. Issue and certify the list of members who are in good standing and
entitled to vote as determined by the Board of Directors;
v. Prepare and issue Share Certificates;
vi. Serve notice of all meetings called and certify the presence of a
quorum of all meetings of the Board of Directors and General
Assembly;
vii. Keep a copy of the Treasurer’s report & other reports;
viii. Keep and maintain the Share & Transfer Book;
ix. Serve as custodian of the cooperative seal; and
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 x. Perform such other functions as may be prescribed by the Board of
Directors and/or by the General Assembly.

e. General Manager. The General Manager shall:

i. Oversee the overall day-to-day business operations of the cooperative

by providing general direction, supervision, management, and
administrative control over all the operating departments subject to
such limitations as may be set forth by the Board of Directors or the
General Assembly;
ii. Formulate and recommend in coordination with the operating
departments under his/her supervision, the Cooperative's Annual
and Medium Term Development Plan, programs, and projects for
approval of the Board of Directors, and ratification by the General
Assembly;
iii. Implement the duly approved plans and programs of the cooperative
and any other directive or instruction of the Board of Directors;
iv. Provide and submit to the Board of Directors monthly reports on the
status of the cooperative’s operation vis-a-vis its target and
recommend appropriate policy or operational changes, if necessary;
v. Represent the cooperative in any agreement, contract, business
dealings, and in any other official business transaction as may be
authorized by the Board of Directors;
vi. Ensure compliance with all administrative and other requirements of
regulatory bodies;
vii. Maintain records and accounts of the cooperative in such manner that
the true condition of its business may be ascertained therefrom at
any time; and
viii. Perform such other functions as may be delegated by the Board of
Directors and by the General Assembly.

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 cooperative or acquire any personal
or pecuniary interest in conflict with their duties as Directors, officers or
committee members shall be liable jointly and severally for all damages
resulting therefrom to the cooperative, members, and other persons. When a
director, officer, or committee member attempts to acquire or acquires in
violation of his duties, any interest or equity adverse to the cooperative in
respect to any matter which has been reposed in him in confidence, he shall,
as a trustee for the cooperative, be liable for damages or loss of profits which
otherwise would have accrued to the cooperative.

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

Manager, Cashier, Bookkeeper, Accountant, and other position as may be
necessary or as provided for in their 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 their functions and
responsibilities.

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

appointed to the position of General Manager unless he/she possesses the
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 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) years’ experience in the operations of the
cooperative or related business;
c. Must not be engaged directly or indirectly in any activity similar to the
business of the cooperative;
d. Must not have been convicted of any administrative, civil, or criminal
cases involving moral turpitude, gross negligence, or grave misconduct
in the performance of his duties;
e. Must 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 training.

Section 5. Duties of Cashier. The Cashier of the cooperative, who is under

the supervision and control of the General Manager shall:

a. Handle monetary transactions;

b. Receive/collect payments and deposits;
c. Responsible for money received and expended;
d. Prepare 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 is under the 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 whether monthly, annually or as may be required by the
Board of Directors or the General Assembly;
c. Assist the Board of Directors in the preparation of the annual budget;
d. Keep, maintain and preserve all books of accounts, documents,
vouchers, contracts, and other records concerning the business of the
cooperative and make them available for auditing purposes to the
Chairperson of the Audit Committee; and
e. Perform such other duties as the Board of Directors may require.

Section 7. Duties of the Bookkeeper. The bookkeeper of the cooperative

who is under the supervision and control of the Accountant shall:

a. Record and update books of accounts;

b. Assist in the preparation of reports on the financial condition and
operations of the cooperative whether 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.

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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. A Bachelor’s Degree in Accountancy must be required for an

Accountant however, the Cashier and Bookkeeper must be
knowledgeable in handling monetary transactions, accounting, and
bookkeeping;
b. Must have at least two (2) years of experience in cooperative operation
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
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 training 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
on behalf of the cooperative, may be given regular compensation; Provided,
further, that the directors and officers shall not be entitled to any per diem
when, if in the preceding calendar year, the cooperative reported a net loss
or had a dividend rate less than the official inflation rate for the same year.

ARTICLE VII
Capital Structure

Section 1. Source of Funds. The cooperative may derive its funds from any
or all of the following sources:

a. Member-cooperative 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 and such other assistance
from any local or foreign institution, public or private;
e. Retentions from the proceeds of services acquired /goods procured by
member-cooperative; and
f. Other sources of funds as may be authorized by law.

Section 2. Continuous Capital Build-Up. Every member-cooperative shall

invest in any or all of the following:

a. At least _____________Pesos (P_________) per annum;

b. At least _____ percent (__%) of member-cooperative annual interest on
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 capital and patronage refund; and
c. At least _________ percent (__%) of each goods procured /services
acquired from the cooperative.

Section 3. Borrowing. The Board of Directors, upon approval of the General

Assembly, may borrow funds from any source, local or foreign, under such
terms and conditions that best serve the interest of the cooperative.

Section 4. Revolving Capital. To strengthen the capital structure of the

Cooperative, the General Assembly may authorize the Board of Directors to
raise a revolving capital by deferring the payment of patronage refunds and
interest on share capital, or such other schemes as may be legally adopted.
To implement this provision, the Board of Directors shall issue a Revolving
Capital Certificate with serial number, name, rate of interest, date of
retirement, and such other privileges or restrictions as may be deemed just
and equitable.

Section 5. Retentions. The General Assembly may authorize the Board of

Directors to raise additional capital by deducting a certain percent on a per-
unit basis from the proceeds of services acquired and/or goods procured by
member-cooperative.

Section 6. Share Capital Contribution. Share Capital Contribution refers to

the value of capital subscribed and paid for by a member-cooperative in
accordance with its Articles of Cooperation.

Section 7. Fines on Unpaid Subscribed Share Capital. The Board of

Directors shall prescribe a reasonable fine for the unpaid subscription of
share capital.

Section 8. Share Capital Certificate. The Board of Directors shall issue a

Share Capital Certificate only to a member-cooperative who has fully paid his
subscription.

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 shares paid required for the issuance of the Share
Capital Certificate shall be determined by the Board of Directors.

The shares may be purchased, owned, or held only by the cooperative

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 9. Transfer of Shares. The cooperative shall have the first option to
buy any share offered for sale. The amount to be paid for such shares shall
be the par value provided that:

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 a. the member has held such shares or interests for not less than one (1)
year;
b. the transfer is made to a member of the cooperative or eligible
cooperative that falls within the field of membership of the former; and
c. the Board has approved such transfer.

The transfer of shares shall not be binding to the cooperative until such
transfer has been registered in the share and transfer book. No transfer shall
be completed until the old certificate has been endorsed and surrendered to
the cooperative and a new certificate is issued in the name of the member-
cooperative. 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 member-cooperative executes a sworn affidavit,
setting forth the following:

a. Circumstances as to how, when, and where the said certificate was lost
or destroyed;
b. The serial number of the certificate and the number of shares it
represents;
c. The lost or destroyed certificate has never been transferred, sold, or
endorsed to any third party, that should the same be found, the owner
shall surrender it to the cooperative; and
d. That any false representation or statement made in the aforesaid
affidavit shall be a ground for expulsion from the cooperative.

ARTICLE VIII
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. ________ percent (____%) 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 Republic Act No. 9520. 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 member-cooperative. However, the General
Assembly may resolve:

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 a. To establish a usufructuary fund for the benefit of any Tertiary
Cooperative of Federations or Union to which the cooperative is a
member; or
b. To donate, contribute or otherwise dispose of the amount for the
benefit of the community where the cooperative operates. If the
member-cooperative could not decide on the disposition of the
reserve fund, the same shall be given to the tertiary Federation of
cooperative or union to which the cooperative is a member.

b. Education and Training Fund. ________ percent (____%) 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 tertiary cooperative federation chosen by the
cooperative of which it is a member.
ii. Upon the dissolution of the cooperative, the unexpended balance of
the education and training fund pertaining to the cooperative shall
be credited to the education and training fund of the chosen union
or tertiary cooperatives.

c. Community Development Fund. ________ percent (____%) shall be

used for projects and activities that will benefit the community where the
cooperative operates.

d. Optional Fund. ________ percent (____%) shall be set aside for

Optional Fund for land and building, and any other necessary fund.

Section 2. Interest in 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 patronage, provided that:

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

contribution, the proportionate amount of patronage refund shall be
paid to such cooperative unless it agrees to credit the amount to its
account as additional share capital contribution;
b. In the case of a patron cooperative member with unpaid share capital
contribution, its proportionate amount of patronage refund shall be
credited to its account until the share capital has been fully paid;
c. In the case of non-member patron cooperative, its proportionate amount
of patronage refunds shall be set aside in a general fund and shall be
allocated to such non-member patron cooperative and only upon
request and presentation of evidence of the amount of its patronage.
The amount so allocated shall be credited to such patron toward the
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
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 Technology Service Cooperative if the former so agrees or requests and
complies with the provisions of the By-laws for admission to
membership; and
d. If within the period specified hereof, any subscriber who has not fully
paid the subscribed share capital or any non-member patron who has
accumulated, the sum necessary for membership, but who does not
request nor agree to become a member or fails to comply with the
provisions of this By-laws for admission to membership, the amount so
accumulated or credited to their account together with any part of the
general fund for non-member patron shall be credited to the reserve
fund or the education and training fund, 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
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 arising

out of or relating to this By-laws, the cooperative law, and related rules,
administrative guidelines of the Cooperative Development Authority,
including disputes involving members, officers, directors, and committee
members, intra-cooperative disputes, and related issues, and any question
regarding the existence, interpretation, validity, breach or termination of
agreements, or the membership/General Assembly concerns shall be
exclusively referred to and finally resolved by voluntary arbitration under the
institutional rules promulgated by the Cooperative Development Authority,
after compliance with the conciliation or mediation mechanisms embodied in
this By-laws, and such other applicable laws.

Article X
Miscellaneous

Section 1. Investment of Capital. The cooperative may invest its capital in

any or all of the following:

a. Shares or debentures or securities;

b. Any reputable bank/cooperative bank in the locality or any tertiary
cooperatives of which it is a member;
c. Securities issued or guaranteed by Government;
d. Real Estate primarily for the use of the cooperative or its members; or
e. In any other manner approved by the General Assembly.

Section 2. Accounting System. The cooperative shall keep, maintain and

preserve all its books of accounts and other financial records in accordance
with generally accepted accounting principles and practices, applied
20
consistently from year to year, and subject to existing laws, rules and
regulations.

Section 3. Financial Audit, Performance Audit, and Social Audit. At least

once a year, the Board of Directors shall cause, in consultation with the
Audit Committee, the audit of the books of accounts of the cooperative,
performance audit and social audit by CDA Accredited Independent Certified
Public Accountant, Accredited Social Auditor, and Cooperative's Compliance
Officer/Audit Committee.

Section 4. Annual Report. During the annual regular assembly meeting, the
cooperative shall submit a report of its operation to the General Assembly
together with the Audited Financial Statements, Performance Audit, and
Social Audit reports. The Cooperative Annual Performance Report shall be
certified by the Chairperson and Manager of the cooperative as true and
correct in all aspects to the best of their knowledge. The Audited Financial
Statements and Social Audit Reports shall be certified by CDA Accredited
Independent Auditors.

The cooperative shall submit the web-based Cooperative Annual Progress

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. Performance Report;
c. Audited Financial Statement; and
d. List of officers and training undertaken/completed.

ARTICLE XI
Amendments

Section 1. Amendment of Articles of Cooperation and By-laws.

Amendments to the Articles of Cooperation and this By-Laws may be adopted
by at least two-thirds (2/3) votes of all members with voting rights without
prejudice to the rights of dissenting members to withdraw their membership
under the provisions of the Philippine Cooperative Code of 2008.

The amendment/s shall take effect upon approval by the Cooperative

Development Authority.

Voted and adopted this _____ day of _______, 20___ in ____________,

Philippines.

Name of Member- Name of Signature of

Cooperative Representative Representative

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 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 Cooperative.

Signed this _____ of ___________, ________, in ____________.

____________________ _____________________
Chairperson Vice Chairperson

____________________ _____________________
Director Director

___________________ _____________________
Director Director

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