Pre Registration Seminar for Co-ops

Why do you want to
form a cooperative?

Levelling of Expectations
• What do you know about cooperatives?
• What would you like to know about co-ops?
• What do you expect of the lecturer?
• What do you expect of your co-participants?
• What do you expect from this seminar?

Why do we need to attend PRS?
• It is required by the CDA;
• To understand what a cooperative is;
• To understand the duties & responsibilities of
a cooperative officer and member;
• To know what are the requirements and
process for registering a cooperative.

Issues in the community:
• Lack of job opportunities;
• Inadequate income to support the family;
• Lack of education/knowledge;
• Inequitable distribution of wealth and power;
• People are not united “to each his own”;
• Peace and order situation.

17.6 million
Filipinos who lived
below the poverty
threshold estimated
at PhP 10,727, on
average, for a family
of five per month in
2018.
Subsistence incidence
among Filipinos, or the
proportion of Filipinos
whose income is not
enough to meet even the
basic food needs, was
registered at 5.2
percent in 2018. The
monthly food threshold for
a family of five was
estimated, on average,
at PhP 7,528.
PSA Reference No.: 2019-209
Release Date: 06 December 2019
109 M
population
16.4%

Build and transform
lives thru
cooperativism

Low Income
Middle Income
High Income
DA, DAR, DILG, DTI,
TESDA, DSWD, BFAR,
LBP, NCIP, LGUS, NGOs
How?
Convergences, Partnership through a multi-sectoral
approach

ICA 1995: Seven Cooperative Principles
Principles are guideposts in the organization and management of cooperatives in
which their values are put into practice.

Cooperative Principles
Cooperatives differ from other business types
in that there is a set of guiding principles for
operation. These principles provide a
philosophical foundation for the business by
establishing a governance structure and the
method by which profits are distributed. The
original Rochdale Principles have been
distilled into the following Cooperative
Principles

1. VOLUNTARY AND OPEN MEMBERSHIP
- Cooperatives are voluntary organizations,
open to all persons able to use their services and
willing to accept the responsibilities of
membership without gender, social, racial,
political or religious discrimination.

2. DEMOCRATIC MEMBER CONTROL
- Co-ops are democratic organizations controlled by
their members, who actively participate in setting
their policies and making decisions.
- Those who use the cooperative also control it by
electing its officers and voting on major
organizational issues.

3. MEMBER ECONOMIC PARTICIPATION
- Members contribute equitably to, and
democratically control the capital of their co-
operative.
- Members usually receive limited compensation if
any, on capital subscribed as a condition of
membership.

4. AUTONOMY AND INDEPENDENCE
- Co-operatives are autonomous, self-help
organizations controlled by their members.
- If they enter into agreements with other
organizations, including the government, or raise
capital from external sources, they do so on terms
that ensure democratic control of their members and
maintain their co-operative autonomy.

5. EDUCATION, TRAINING AND INFORMATION
- Co-ops provide education and training for their
members, elected officers, manager and employees
so they can contribute effectively to its
development and growth.
- They inform the general public - particularly young
people and opinion leaders about the nature and
benefits of co-operation.

6. COOPERATION AMONG CO-OPERATIVES
- Co-ops serve their members most effectively and
strengthen the co-operative movement by
working together through local, national, regional
and international structures.
Secondaries
Primaries
Tertiaries
Coop to Coop

7. CONCERN FOR COMMUNITY
- Co-ops work for the
sustainable
development of their
communities through
policies approved by
their members.

Universal
Values
Cultural
Values
Personal-
Ethical
Values
you
Self
Reflection

In a co-op, all members are in charge; so individuals must
be accountable for their actions, responsibilities, and duties.
Thus, a co-op cannot function properly if the members are
neglectful of their responsibilities to their job, the co-op, their
fellow members, and themselves.

DEMOCRACY
Co-ops are controlled, managed and operated by
its members. Thus, suggestions are heard and
accepted to make the services or products more
responsive to their needs.
Thus, it empowers members to participate and
vote in meetings.

EQUALITY & EQUITY
o EQUALITY is about giving everyone access to
the same resources and treating them the same.
Every member is only entitled to one vote
regardless of the amount of his/her contribution.
o EQUITY is the concept of providing
disadvantaged persons and privileged people with
fair accommodation and treatment according to
their needs - in order to put them on equivalent
ground.

SOLIDARITY
This is the value of “fellowship” amongst members of a
co-op (worker-owners or member-owners) and more,
including: other co-ops, organizations, and individuals
who are linked by a shared concern or cause.
Thus, it is essential for cooperatives and cooperators to
recognize the importance of working together to support
others in their struggles, goals, and efforts – and for
others to do the same for them.

Honesty
Openness
Social
Respon-
sibility
Caring for
Others
HONESTY
Truthfulness, fairness and sincerity in all
dealings.
The dealings may be between the members
& the cooperative; among members the
themselves; between & among cooperatives

OPENNESS
One that promotes collaboration where the
members are free to share their views and suggestions
with an emphasis on learning s opposed to being right.
Characterized by transparency and free access to
knowledge and information.

SOCIAL RESPONSIBILITY
The economic activities undertaken and
decisions made in the co-ops as a business
enterprise are balanced by the needs and
interests of their members and the community.

CARING FOR OTHERS
Co-ops bring people together to meet a shared
need through operation of a democratically-
controlled business.
Co-ops are open to all who can take advantage of
their benefits.

AUTONOMY AND
INDEPENDENCE
EDUCATION,
TRAINING &
INFORMATION
COOPERATION
AMONG
COOPERATIVES
CONCERN FOR
COMMUNITY
DEMOCRATIC MEMBER
CONTROL
MEMBER ECONOMIC
PARTICIPATION
VOLUNTARY AND OPEN
MEMBERSHIP
SELF-HELP
SELF-
RESPONSIBILITY
EQUALITY
HONESTY OPENNESS
SOCIAL
RESPONSIBILITY
DEMOCRACY
CARING FOR
OTHERS
SOLIDARITY
CO-OP PRINCIPLES ARE PRACTICAL APPLICATIONS OF CO-OP VALUES
CO-OP /ETHICAL VALUES ARE THE FOUNDATION OF THE CO-OP PRINCIPLES
EQUITY

S
• Capital structure highly
influences the success or
failure of a cooperative.
• Capital Build-up:
a. Share Capital Contributions
b. Savings & Time Deposits
• Loans from external sources
shall only serve as a short term
alternative while the co-op is
growing, and it should not
dominate the life of the
cooperative.
1. CAPITAL
FORMATION

2. CASH TRADING
• Discounts are given when goods are paid in cash
and purchases are made in bulk.
3. SELLING AT MARKET PRICE
• Co-ops offer goods and services at prevailing
market prices.
4. CONSTANT EXPANSION
• Membership Expansion
• Expansion of Services

5. QUALITY GOODS AND SERVICES
• Strive for quality goods and services to stand in competition
with other business establishments.
6. COOPERATIVE WHOLESALE
• Purchases in bulk may result to lesser cost and bigger profit.
7. MINIMAL EXPENDITURES
• Exemption from income & sales taxes
• Officers should be prudent and reasonable in spending and
using the co-op’s resources
• Render voluntary services whenever possible without
compromising quality service.

5. QUALITY GOODS AND SERVICES
• Strive for quality goods and services to stand in competition with
other business establishments.
6. COOPERATIVE WHOLESALE
• Purchases in bulk may result to lesser cost and bigger profit.
7. MINIMAL EXPENDITURES
• Exemption from income & sales taxes
• Officers should be prudent and reasonable in spending and using
the co-op’s resources
• Render voluntary services whenever possible without
compromising quality service.

LEGAL BASES
A
1987 Philippine
Constitution
Article XII, Section 15
“The Congress shall
create an agency to
promote the viability
and growth of
cooperatives as
instruments for social
justice and economic
development”
R.A. 6939
Section 2
“The Cooperative
Development
Authority is hereby
created under the
Office of the President
to carry out the
provisions of this Act”
C
R.A. 11364
“The CDA created
under R.A. 6939,
hereinafter referred
to as the Authority, is
hereby strengthened
and reorganized to
carry out the
provisions of this Act
and those of R.A.
6938 as amended by
R.A. 9520”

280
2890 M employment: Source 2020 World Coop Monitor

To pursue the 2020 Vision, the document outlines five
critical themes to form part of the co-operative sector's
agenda, which have been devised by Cliff Mills and Will
Davies, Centre for Mutual and Employee-owned
Business, University of Oxford, under the guidance of an
ICA Planning Work Group.
The ICA Blueprint, which was launched
in a draft format at the General
Assembly last October, sets out a path
that envisions co-operatives to be the
fastest growing form of enterprise by
2020.

These critical themes are:
1 Elevate participation within membership and
governance to a new level
2 Position co-operatives as builders of sustainability
3 Build the co-operative message and secure the co-
operative identity
4 Ensure supportive legal frameworks for co-operative
growth
5 Secure reliable co-operative capital while
guaranteeing member control

ILO Centenary Declaration:
Cooperatives call for people-centred
business models for a fair, secure,
and inclusive Future of Work (2019)

PART III:
CO-OPERATIVE
AS
BUSINESS & SOCIAL
ENTERPRISE

COOPERATIVE DEVELOPMENT AUTHORITY
DAGUPAN EXTENSION OFFICE
BASIC OPERATIONAL REQUIREMENTS IN A CO-OP
1. Mayor’s Permit
2. BIR Requirements:
• TIN
• Official Receipt
• Certificate of Tax Exemption
• Books of Accounts (Stamped by BIR)
3. Office with Signage
4. Core Management Team: Manager, Treasurer and Bookkeeper
6. Functioning Officers
7. Policies and Procedures
8. Adequate Capitalization

CERTIFICATE OF REGISTRATION
A co-op organized acquires juridical personality from
the date the CDA issues a certificate of registration
under its official seal.
It shall be conclusive evidence that the co-op named
therein is duly registered unless it is proved that the
registration thereof has been cancelled.

AREA OF OPERATION – shall refer to the
area where the cooperative operates and
where its members come from as provided
in the Articles of Cooperation and By-Laws.

TERM
A cooperative shall exist for a period not
exceeding fifty (50) years from the date
of registration unless sooner dissolved
or unless said period is extended.

ADDRESS
Every cooperative shall have an official postal address
to which all notices and communications shall be sent.
Such address and every change thereof shall be
registered with the Authority.

REGULAR REPORTS
All registered co-ops shall submit an electronically encoded
Cooperative Annual Progress Report (CAPR) with the
following attachments:
* Social Audit Report (SAR);
* Governance and Management Audit Report (GMAR),
including copies of the semi-annual report on mediation
and conciliation;
* Audited Financial Statement (online submission);
* List of Officers and Trainings
undertaken/Completed.

REGULAR REPORTS
All registered cooperatives shall file with the CDA
a copy of the required reports either through
personal, registered mail, courier or electronic means,
within 120 days from the end of every calendar
year.
The CAPR including all of the reports shall be
reported to its members during the annual general
assembly meeting.

TAX TREATMENT OF COOPERATIVES
Duly registered cooperatives under R.A. 9520
which do not transact any business with non-
members or the general public shall not be subject
to any taxes and fees imposed under the internal
revenue laws and other tax laws.

COMMON BOND OF MEMBERSHIP
BOND OF MEMBERSHIP – shall refer to the
condition where members associate themselves
to attain their common goals and objectives
which may either be residential, institutional,
occupational, and associational.

ASSOCIATIONAL - members come from a registered
and/or recognized association, group, club, fraternity,
religious group, cultural and other similar aggrupation.
Recognized association means legitimate aggrupation of
persons which is validated to be publicly known in a
particular community and is able to present certification
from applicable government entity or substantial proof of
visible activity in the community.

RESIDENTIAL - members are working and/or actually
and physically residing in the same place.
INSTITUTIONAL - members consist of employees,
workers and/or officers of a particular institution.
OCCUPATIONAL - members come from the same or
allied profession or actual occupation.

FIELD OF MEMBERSHIP
Shall refer to the specific description of membership. In
a way, it clarifies who shall be considered as members of
the co-op in accordance with their bond of membership.
Example:
“That the common bond of membership of this
cooperative is INSTITUTIONAL and the field of
membership shall be open to all CDA – Dagupan
Extension Office employees ONLY.”

NATURE AND CHARACTERISTIC OF CO-
OPS
1. Cooperatives are service-oriented.
• Cooperatives are organized to serve their
members by providing goods and services at
reasonable cost.
2. Cooperatives are community-oriented.
• Cooperatives work for the welfare of their
members by integrating themselves into the life
of the community in particular and the nation in
general.

NATURE AND CHARACTERISTIC OF CO-OPS
3. Cooperatives are people-oriented.
• Cooperatives are not merely economic instruments
concerned with dividends and related economic and
financial returns.
• They are the mechanisms of change for total human
development. This means the total development of
man as human being in all the economic,
political, cultural and spiritual aspects.

4. Cooperative are owned, managed, and patronized by members.
• Cooperatives are member-owned, member-controlled and member-
used. Ownership is a very important factor in the success of any
cooperative.
• It is very important that members have full authority to manage and
control their cooperative.

5. Cooperatives are business enterprises.
• Cooperatives engage in businesses with social responsibility. They
play a meaningful economic role in the community life by servicing
and performing as efficiently and responsively as the other financial
and business enterprises.
• Cooperatives have to generate surplus to be able to continually
improve and expand its services.

6. Cooperatives develop best through self-help
and mutual help.
• Robert Owen advocated the philosophy of self-help that
inspired the “Rochdale Pioneers” to organize. He said “
if you want some thing done, do it yourself”. This
philosophy has been responsible for the success of
many cooperatives all over the world. - and it is the
best alternative for the poor in any country to unite and
help themselves out of their depressed condition.

7. Cooperatives serve best when they answer the real
felt needs of the members.
• It is important therefore that proper approaches
and techniques are employed to ensure that the real
needs of the members are identified and recognized
before any cooperative is organized.

8. Cooperatives develop best from bottom to top.
• Being mass-based organizations, cooperatives
develop best from the bottom to top.
• Organizationally, their development should be from
the primary level to the secondary, tertiary and up to
the apex.

9. Development of cooperatives is enhanced
through a multi-sectoral approach.
• The government, non-government, and the cooperative
sector – play an important role in enhancing the smooth
and continuous development of the cooperatives.
• This approach involves the participation of all sectors
from the planning stage to the implementation,
evaluation, and monitoring of all activities.

Basic Differences With Other Business Model
Bases for
Comparison
SINGLE
PROPRIETORSHIP
PARTNERSHIP CORPORATION COOPERATIVE
Number of
persons
required for
formation
Only one person At least two or more
At least 5 persons
are required to
form a
corporation.
(natural
and juridical
persons
can be
stockholders at the
same time)
At least 15 natural
persons are required
to form a
primary coop (10
primary coops
are required to
form a
federation or
union)
Grant of
Juridical
Personality
No separate juridical
personality from owner
but business name
should be registered
with the DTI
Mere agreement of
partners can be a
partnership.
However,
it is better if
registered
under the SEC
Must be registered
with SEC
Must be registered
with CDA

Bases for
Comparison
SINGLE
PROPRIETORSHIP
Registration
Requirements for
Documentation Application Form
Contract of
Partnership
Articles of
Incorporation, By
–laws and Bank
Statement
Articles of
Cooperation,
By-laws,
Economic Survey,
Bonds of
Accountable
Officers
and
Treasurer’s
Affidavit
Capitalization
Contributions
Only the owner
contributes capital
Partners contribute
cash or
services/industry
Stockholders pay
for the amount of
shares he wants to
buy
A member can
subscribe
up to 10%
of the total
subscribed
share capital

Bases for
Comparison
SINGLE
PROPRIETORSHIP
Management
Structure
Only one person
decides
Partners make a
collective decision
Board of Directors
make final decision
General Assembly
has the
final decision
Voting No voting rights
Votes proportional to
the extent of interest
of each partners
Votes proportional
to no. of stocks
owned by
stockholder; proxy
voting allowed
One member,
one vote;
no proxy voting in
primary coops

Bases for
Comparison
SINGLE
PROPRIETORSHIP
Liability Owner assumes
full liability
All partners are
equally liable
except in
limited partnerships
Limited up to
authorized capital
Member’s liability
is only up to his/her
subscribed
share capital
Taxability Owner is liable
for Income tax
Partners pay tax on
share as partner
Profits taxable;
stockholders pay
tax on dividends
received
Co-ops which
transact
business with
their members ONLY
are tax exempt

Bases for
Comparison
SINGLE
PROPRIETORSHIP
Basis of
Distribution of
Surplus/Profit
Owner enjoys
all the profits
All partners equally
share in the
profit or
based on
Partnership
Agreement
Stockholder’s
share in the profit
is dependent
on the no. of
stocks which he
holds
Member’s share in
the surplus is based
on his paid-up
share capital and
patronage refund or
volume of business
he/she contributed
to the co-op
Governing
Principles
Purely Business
Management
Principles
Partnership
Principles as
stipulated by
the partners
Purely Business
Management
Principles
Co-op Values
& Principles
and Business
Management

• In other words, the primary aim of a co-
op business, as contrasted with other kinds of
business, is to provide goods and services
to its members.
• A cooperative does not engage in buying and
selling in order to make a profit for its
members.
• A co-op answers the needs of its members.

• Although it may buy and sell from the general
public in order to carry on its own business, this is
incidental to its chief aim —serving its members.
• Nonetheless, “Co-ops”—are enterprises which is
a part of our economic system of private
enterprises just the same as an
individually-owned business,
a partnership, or a corporation.

As a Business Enterprise..
Co-ops follow all business norms like:
• Adherence to local laws;
• Open trade;
• Cash trading;
• Selling at market price;
• Avoid destructive competition among coops;

• Adequate capitalization;
• Adherence to business governance;
• Minimize Expenditures;
• Constant expansion;
• Quality Standardized Goods.

• Comply with the basic requirements of
a business enterprise such as but not
limited to securing Business Permits;
Registration with BIR; observance of
Labor Laws and other social legislations.

As a Social Enterprise..
Stronger Competition
Pooling members' purchasing power enables
co-ops to operate efficiently while promoting
stronger competition locally.
When co-op enterprises start to give its members
services and products -- they become known --
with inventory, management and capital, enabling
them to compete effectively in the local economy.

Improved Services
Since a co-operative is owned and operated by the
members, for the members, cooperatives focus on
self-help and mutual help.
Cooperatives use revenues to cover costs
associated with rendering services to its members
and surpluses may be used to subsidize member
services.

Job Generation
Co-ops do not merely serve as buying enterprises,
they are also examples of decentralized
businesses that can provide meaningful jobs
thereby contributing to poverty reduction.
According to the ICA, co-ops currently employ an
estimated 100 million people worldwide, or
roughly 20 % more than multi-national
corporations.

What is a Cooperative?

 An autonomous duly registered association of persons
 With a common bond of interest
 Who have voluntarily joined together
 To achieve their social, economic and cultural needs
 By making equitable contributions to the capital required
 Patronizing their products and services
 Accepting fair share of the risks and benefits of the
undertaking
 In accordance with universally accepted co-op principles

1. Credit Cooperative
2. Consumer Cooperative
3. Producer Cooperative
4. Marketing Cooperative
5. Service Cooperative
6. Multi-Purpose Cooperative
7. Advocacy Cooperative
TYPES OF COOPERATIVE

8. Agrarian Reform Cooperative
9. Cooperative Bank
10. Dairy Cooperative
11. Education Cooperative
12. Electric Cooperative
13. Financial Service Cooperative
14. Fishermen Cooperative

15. Health Services Cooperative
16. Housing Cooperative
17. Transport Cooperative
18. Water Service Cooperative
19. Workers Cooperative
20. Other types of cooperatives as may
be determined by the Authority

PRIMARY COOPERATIVE – the members of which are
natural persons EXCEPT electric cooperatives, water
service cooperatives and other co-ops which the IRR of
R.A. 9520 or the Authority may allow.
SECONDARY COOPERATIVE – the members of which are
primary co-ops.
TERTIARY COOPERATIVE – the members of which are
secondary co-ops.
CATEGORIES OF COOPERATIVES

PART IV:
ORGANIZATION
AND
MANAGEMENT STRUCTURE
OF
COOPERATIVES

Membership
 REGULAR – has complied with all the membership
requirements and entitled to all rights and privileges of
membership.
 ASSOCIATE – one who has NO RIGHT TO VOTE
NOR BE VOTED UPON and shall be entitled only to
such rights and privileges as the by-laws may provide. Shall
be considered a regular member upon meeting the minimum
requirements of regular membership, and continues to
patronize the cooperative for two (2) years, and signifies
his/her intention to remain a member.

If an associate member who meets the minimum requirements of
regular membership, continues to patronize the co-op for 2 years
and signifies his/her intention to remain as member, is he/she
automatically considered a regular member?
YES. The law gives the option to the associate member provided
that he/she satisfies the requirements of Article 26. However, it is the
BOD who will decide whether or not he has complied with the
minimum requirements.
Art. 26. Kinds of Membership. x x x
“x x x Provided, that an associate member who meets
the minimum requirements of regular membership,
continues to patronize the services of the coop for 2
years, and signifies intention to remain as member shall
be considered a regular member

Membership
RIGHTS AND PRIVILEGES OF A MEMBER
• Participate in the deliberation of all matters taken–up during
general membership meetings;
• Avail himself of the services of the cooperative, subject to
certain conditions as may be prescribed by the Board of
Directors;
• Inspect and examine the books of accounts, the minutes
books, the share register, and other records of the co-op
during reasonable office hours;

Membership
RIGHTS AND PRIVILEGES OF A MEMBER
• Secure copies of cooperative records/documents
pertaining to the account information of the concerned
member;
• Participate in the continuing education and other
training programs of the cooperative; and
• Such other rights and privileges as may be granted by
the General Assembly.

Membership
MEMBER ENTITLED TO VOTE
• Paid the membership fee and the value of the
minimum shares required for membership;
• Not delinquent in the payment of his/her share
capital subscriptions and other accounts or
obligations;

Membership
• Not violated any provisions of the Code, CDA
administrative issuances, Articles of Cooperation and
by-laws, 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;

Membership
• Completed the continuing education program
prescribed by the Board of Directors; and
• Participated in the affairs of the cooperative and
patronized its businesses in accordance with its
policies and guidelines.

Membership
Consequently, a member entitled to vote shall have
the following additional rights:
 Participate and vote on all matters deliberated
upon during general assembly meetings;
 Seek any elective or appointive position, subject to
the provisions of the by-laws and the Code.

Membership
DUTIES AND RESPONSIBILITIES OF A MEMBER
• Pay the installment of his/her share capital
subscription as it falls due and to participate in the
capital build-up and savings mobilization activities of
the co-op;

Membership
• Participate in the membership education programs;
• Patronize the cooperative’s businesses and services;
• Attend general assembly meetings;

Membership
• Observe and obey all lawful orders, decisions, rules
and regulations adopted by the Board of Directors and
the general assembly; and
• Promote the purposes and goals of the cooperative,
the success of its business, the welfare of its
members and the cooperative movement in general.

Membership
A member shall be liable for the debts
of the cooperative to the extent of
his/her contribution to the share
capital of the cooperative.

Membership
TERMINATION OF MEMBERSHIP may be
automatic, voluntary, or involuntary.
AUTOMATIC - The death, insanity, permanent
incapacity or insolvency as declared by a
competent court shall be considered as automatic
termination of membership in the cooperative.

Membership
VOLUNTARY - A member may for any reason,
withdraw his membership from the co-op by giving
a 60-day notice to BOD. He/she shall be entitled to
a refund of his/her capital contribution and other
interests in the co-op.
However, no member shall be allowed to withdraw
or terminate his membership during any period
while he has pending obligation with the
cooperative.

Membership
INVOLUNTARY - A member may be terminated by
a vote of the majority of all members of BOD for any
of the following/reasons:
When a member has not patronized the service(s)
of the co-op for an unreasonable period of time as
may be fixed by the BOD;
When a member has continuously failed to comply
with his/her obligations;

Membership
INVOLUNTARY TERMINATION
When a member has acted in violation of the by-
laws and the rules of the cooperative; and
For any act or omission, injurious or prejudicial to
the interest or the welfare of the cooperative.

Membership
DUAL MEMBERSHIP
A prospective cooperative may include in its by-
laws a provision not allowing members of existing
cooperatives of the same type within the same area
of operation to be a member of the proposed
cooperative unless they resign from the former.

General Assembly
 The highest policy-making body of the co-op.
 Voting in primary cooperatives is strictly ONE -
MEMBER, ONE – VOTE. No proxies allowed except
for representative assembly.
 Quorum shall consist of at least 25% of all the members
entitled to vote. However in case of co-op banks,
quorum shall be as provided in Article 99 of the Code;
In electric coops, 5% of all members entitled to
vote unless otherwise provided in the by-laws

General Assembly
 REGULAR ASSEMBLY MEETING
held annually by the general assembly on a date fixed in
the by-laws, or if not, on any date within 90 days after the
close of each fiscal year.
Provided, that notice of regular meetings shall be sent in
writing, by posting or publication, or thru other electronic
means to all members of record.

General Assembly
 SPECIAL ASSEMBLY MEETING
whenever necessary, a special meeting of the general
assembly may be called at any time by a majority vote
of the board of directors or at least 10% of the total
members with voting right in the cases specified in the
by-laws.
At least one week notice must be sent to all members
who are entitled to vote.

General Assembly
 NON-DELEGABLE EXCLUSIVE POWERS:
- To determine and approve amendments to the
AC/BL
- To elect or appoint the members of the BOD and to
remove them for cause
- To approve developmental plans of the co-op
- Such other matters requiring two-thirds (2/3) votes
of all members in good standing.

Officers of the Cooperative
 Members of the Board of Directors
 General Manager
 Secretary
 Treasurer
 Members of the committees created by the GA
 Other positions as maybe provided in the by-
laws

BOARD OF DIRECTORS
 Composed of not less than five (5)
nor more than fifteen (15) members
elected by the general assembly for a
term fixed in the by-laws but not exceeding a
term of two (2) years.

BOARD OF DIRECTORS
 The BOD are responsible for strategic
planning, direction-setting, policy-
formulation and BY RESOLUTION, exercise
all powers of the cooperative that are not
reserved for the general assembly.

BOARD OF DIRECTORS
 Review the annual plan and budget and
recommend for the approval of the GA
 Evaluate the capability/qualification and
recommend for the approval of the GA the
engagement of the services of an External Auditor
 Appoint and terminate based on just cause
the General Manager

BOARD OF DIRECTORS
 Formulate and review the vision, mission and
goals of the cooperative
 Establish performance evaluation system at all
levels
 Review and approve the organizational and
operational structures

BOARD OF DIRECTORS
Qualifications
 Has paid the minimum capital requirement
 Has no delinquent account with the co-op
 Have continuously patronized the cooperative
services

BOARD OF DIRECTORS
Qualifications
 A member in good standing for the last two (2) years
 Completed or willingness to complete within the
prescribed period the required education and training
whichever is applicable
 Other qualifications prescribed in the IRR of R.A.
9520

BOARD OF DIRECTORS
Disqualifications
 Shall not hold any other position directly
involved in the day-to-day operation and
management of the cooperative
 Shall not have any direct or indirect personal
interest with the business of the
cooperative

BOARD OF DIRECTORS
Disqualifications
 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 valid excuse as approved by the
board of directors

BOARD OF DIRECTORS
Disqualifications
 Having been convicted in any administrative
proceedings or civil/criminal suits involving
financial and/or property accountability
 Having been disqualified by law

BOARD OF DIRECTORS
No limitation as to number of consecutive
terms to hold office (permissive not
mandatory)
Shall hold office until their successors
are duly elected and qualified, or until
duly removed for cause.

BOARD OF DIRECTORS
The board of directors shall elect from
among themselves the chairperson and
vice-chairperson, and appoint other
officers of the co-op from outside the
board in accordance with the provisions
of the by-laws.

Board of Directors
MEETINGS
• Regular board meetings shall be held MONTHLY,
unless otherwise provided in the by-laws.
• Special board meetings may be held at anytime upon
the call of the chairperson or as provided in the by-
laws.

Board of Directors
MEETINGS
 Majority members of the board shall constitute a
quorum for the conduct of business, unless the by-
laws provide otherwise.
 Directors cannot attend or vote by proxy in
board meetings.

Board of Directors
VACANCY
 Any vacancy, other than by expiration of term,
may be filled-up by the vote of at least a majority of the
remaining directors, if still constituting a quorum,
otherwise the vacancy must be filled by the general
assembly in a regular or special meeting called for the
purpose.
 A director elected to fill a vacancy shall serve
only the unexpired portion of his predecessor’s
term.

In what instance can the general assembly
appoint the members of the board of
directors?
In case there is a vacancy and there is no
longer a quorum in the remaining board of
directors to fill-up such vacancy.

Board of Directors
CHAIRPERSON
 Set and prepare the agenda for board meetings in
coordination with the secretary other members of the
BOD
 Preside in all meetings of the BOD and General Assembly
 Sign contracts, agreements, certificates and other
documents on behalf of the cooperative as authorized by
the BOD or by the GA as prescribed in the by-laws

Board of Directors
VICE CHAIRPERSON
• Perform all duties and functions of the Chairperson in
the absence of the latter
• Perform such other duties as may be delegated to
him/her by the Board of Directors

GENERAL MANAGER
 Oversee the overall day-to-day business operations of the co-
op 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 BOD or
the GA
 Formulate and recommend in coordination with the operating
departments under his/her supervision the co-op’s
Annual and Medium Term Development Plan, programs and
projects for approval of the BOD and ratification of the
GA

GENERAL MANAGER
– Implement the duly approved plans and
programs of the cooperative and any
other directive or instruction of the BOD
– Provide and submit to the BOD monthly
reports on the status of the co-op’s
operation vis-a-vis its target and
recommend appropriate policy or
operational changes, if necessary

GENERAL MANAGER
– Represent the cooperative in any agreement,
contract, business dealings, and in any other
official business transaction as may be
authorized by the BOD
– Ensure compliance with all administrative
and other requirements of regulatory bodies

 Ensure that all cash collections are deposited in
accordance with the policies set by the Board of
Directors
 Have custody of funds, securities, and documentations
relating to assets, liabilities, income and expenditures
 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
TREASURER

TREASURER
• Ensure the maintenance of full and complete records of
cash transactions
• Ensure the maintenance of a Petty Cash Fund
• Maintain a Daily Cash Position Report

SECRETARY
• Keep an updated and complete registry of all members
• Record, prepare and maintain records of all minutes of
meetings of the BOD and the GA
• Ensure that the necessary actions and decisions of the
BOD are transmitted to the management for
compliance and implementation

SECRETARY
 Issue and certify the list of members who are entitled to
vote as determined by the BOD
 Prepare and issue Share Certificates and maintain the share
and transfer book
 Serve notice of all meetings called and certify the presence
of quorum in the conduct of all meetings of the BOD
and the GA

SECRETARY
• Keep copies of the Treasurer's reports and other
reports
• Serve as custodian of the cooperative seal
• Coordinates with the Chairperson and the GM to
make sure that Agendas are prepared at least one
week before a meeting and that all reports
are in place

The By-Laws shall provide for the creation of the following committees:
 Audit Committee - elected by the GA
 Election Committee - elected by the GA
 Education & Training Committee - appointed by the BOD
 Mediation/Conciliation Committee – appointed by the BOD
 Ethics Committee - appointed by the BOD
 Gender and Development Committee – appointed by the BOD
 Other committees necessary for the conduct of the affairs of the
cooperative (e.g. Credit committee)

AUDIT COMMITTEE
 Audit the performance of the cooperative and its various
responsibility centers
 Monitor the adequacy and effectiveness of the cooperative's
management and internal control system
 Submit reports on the result of the internal audit and
recommend necessary changes on policies and other
related matters on operation to the GA

AUDIT COMMITTEE
• 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.

ELECTION COMMITTEE
 Formulate election rules and guidelines and
recommend to the GA for approval.
 Implement election rules and guidelines duly approved
by the General Assembly.
 Supervise the conduct, manner and proceedings of
election and other election- related activities and act on
the changes thereto.

ELECTION COMMITTEE
• Canvass and certify the results of the election.
• Proclaim the winning candidates.
• Decide election and other election-related cases except
those involving the Election Committee or its members.

EDUCATION & TRAINING COMMITTEE
 Keep members, officers, staff well-informed regarding the
co-op’s goals/objectives, policies & procedures, services
 Plan and implement educational programs for co-op
members, officers and staff
 Develop promotional and training materials for the
cooperative
 Conduct/coordinate training activities

MEDIATION & CONCILIATION COMMITTEE
 Conduct mediation-conciliation proceedings and services
 Formulate, develop and improve the Conciliation-Mediation
policies, guidelines and program and ensure its proper
implementation
 Issue the Certificate of Non-Settlement (CNS)
 Submit semi-annual reports of cooperative cases to the Authority
within fifteen (15) days after the end of every semester

ETHICS COMMITTEE
• Formulate, develop, implement and monitor the Code of
Governance and Ethical Standards (CGES) to be observed by the
members, officers and employees of the cooperative subject to the
approval of the Board of Directors and ratification by the GA
• Conduct initial investigation or inquiry, upon receipt of a complaint
involving violations of the Code of Governance and Ethical
Standards.

ETHICS COMMITTEE
• Submit report on its recommendation together with the appropriate
sanctions to the Board of Directors (BOD) for its proper
action, or to the remaining members of the BOD if the violation is
committed by any member of the Board.
Provided, that if the remaining members of the BOD fails to act
on the report within a period of thirty (30) days or the violation
is committed by the majority of the Board, the Audit committee
shall act on the same.

GENDER AND DEVELOPMENT COMMITTEE
 Conduct gender analysis
 Develop and recommend GAD and Gender Equality
(GE) policies and programs/activities/projects to the
BOD
 Monitor and assess progress in the implementation of
GAD programs/activities/projects towards achieving GE

 All officers shall serve during good behavior and shall
not be removed except for cause after due hearing. LOSS OF
CONFIDENCE shall not be valid ground for removal unless
evidenced by acts or omission undermining the honesty and
integrity of such officers.
 No two (2) or more persons with relationships up to the third civil
degree of consanguinity or affinity nor shall any person engaged
in a business similar to that of the cooperative nor who in any
other manner has interests in conflict with the cooperative shall
serve as an appointive officer.

The prohibition applies among the appointive officers
themselves only.
With respect to husband and wife since they are
considered as “one person with the same interest”
the prohibition on appointive officers shall likewise
apply to them.
- Report of the Commission of the Family Code, page 25

Relationship by Consanguinity
FIRST DEGREE - Parent to Child
SECOND DEGREE - Grandparent to Grandchild
- Brother to Sister
THIRD DEGREE - Uncle/Aunt to Niece & Nephew
- Great Grandparent to Great Grandchild

Relationship by Affinity
FIRST DEGREE - Parent-in-Law to Daughter/Son-in-law
SECOND DEGREE - Brother-in-Law to Sister-in-Law
THIRD DEGREE – Great Grandparent-in-law to Great
Granddaughter / Great Grandson-in-law,
Uncle/Aunt in-law-law to Niece/Nephew in-
law

GOVERNMENT OFFICERS AND EMPLOYEES
• Any officer or employee of the CDA shall be disqualified
to be elected or appointed to any position in a co-op:
Provided, that the disqualification does not extend to a
co-op organized by the officers or employees of
the CDA.

• Any government employee or official may, in the discharge
of his duties as member in the co-op, be allowed by
the head of office concerned to use official time for
attendance at the general assembly, board and committee
meetings of the co-op as well as seminars, workshops,
technical meetings and training courses locally or abroad.
Provided, that the operations of the office concerned are
not adversely affected.

ALL ELECTIVE OFFICIALS are ineligible to be officers or
directors of a cooperative EXCEPT a party-list representative
being an officer of a cooperative he/she represents.
 Barangay Kagawad
 Barangay Captain
 Members of the Sangguniang Bayan
 Sangguniang Panglungsod
 Sangguniang Panglalawigan
 Vice-Mayor (Municipal/City)
 Mayor (Municipal/City)

 Vice-Governor
 Governor
 Regional Assemblyman
 Regional Vice-Governor
 Regional Governor
 Members of the House of Representatives
 Senators
 Vice-President
 President

RECKONING PERIOD OF INELIGIBILITY:
Ineligibility of being officers and directors of co-ops
shall commence upon their assumption of office.
A co-op officer shall become an elected official only
upon commencement of his official functions as
public officer.

• In the absence of any provision in the by-
laws fixing their compensation, no
compensation except for reasonable per
diems
• If the co-op reports a net loss for the preceding
year, the officers are not entitled to per diems

Does the prohibition to receive per diems in
case of net loss for the preceding year also
include the prohibition to receive other forms of
compensations?
YES. Per diem by its nature is a
reimbursement of expenses. Thus if it is
already prohibited, the more that other
compensations should be prohibited.

General Assembly
Board of
Directors
Management
Staff
ORGANIZATIONAL STRUCTURE
Audit
Committee
Election
Committee
Ethics
Committee
Mediation/
Conciliation
Committee
Secretary Treasurer
Other
Committees

PART V:
MANDATORY ALLOCATION
AND
DISTRIBUTION
OF NET SURPLUS

Co-ops registered under the Code may derive their
capital from any or all of the following sources:
1. Members’ share capital;
2. Loans and borrowings including deposits;
3. Revolving capital which consists of the deferred
payment of patronage refunds or interest on share
capital;
4. Subsidies, donations, legacies, grants, aids and such
other assistance from any local or foreign institution
whether public or private.
SOURCES AND USES OF FUNDS

All co-ops except a union shall be organized with
share capital.
SHARE CAPITAL - The money contributed by
the member upon his membership in the co-op
to which a par value of not less than Php 100.00
nor more than Php 1, 000.00 is assigned
whether common or preferred share capital. It
represents the extent of his ownership in the
cooperative.
CAPITALIZATION AND ACCOUNTING
PROCEDURES OF CO-OPS

Thus, a share capital no longer possesses the
character of money which may be withdrawn
anytime since it has already formed part of the
co-op’s capitalization which legally should not be
diminished nor reduced.
It should not be used in offsetting obligations
whether past due or current while the
membership subsists.

COMMON SHARE CAPITAL - shall be issued only to regular
members. Its holders shall be entitled to vote and be voted upon
under the principle of one-man, one-vote principle, and shall
receive interest, the rate of which should not exceed the normal
rate of return on investment.

PREFERRED SHARE CAPITAL - may be issued to regular and associate
members. However, associate members shall not be eligible to vote nor be
voted upon on account of such shareholdings.
Should preferred share capital be provided in the by-laws, it shall not exceed
twenty five (25%) of the total authorized capital of the co-op.

PREFERRED SHARE CAPITAL - members holding
such share shall be entitled to:
 Preference in the payment of interest as provided
for in the by-laws of the co-op; and
 In case of liquidation, priority in the distribution of
the net assets of the cooperative.

Is the preferred shares held by an associate member who meets the
minimum requirements for regular membership under Article 26
automatically converted to common shares?
NO. The preferred shares owned by an associate member who
becomes a regular member will remain as preferred shares. He/she
should subscribe and pay for common shares in accordance with
the policy of the co-op.

Co-ops are prohibited from issuing multiple types of
Common Shares with different par value per share.
It is likewise prohibited for any co-op to increase or
decrease the par value of the share capital by way
of amending their Articles of Cooperation and By-
Laws.

AUTHORIZED SHARE CAPITAL - is the maximum capitalization which the
cooperative is allowed to raise as prescribed in the Articles of Cooperation.
Issuance of preferred share capital shall be prescribed in the by-laws and it
shall not exceed twenty five (25%) of the total authorized capital of the
co-op.

SUBSCRIBED SHARE CAPITAL - is the portion of the
authorized share capital which the members pledge or agree
to pay as their share capital in the co-op within a specified
period in the Articles of Cooperation.
A Subscription Agreement shall be executed upon the
admission of a member in the co-op and whenever additional
subscription is desired, it shall be made after the member
has fully paid his initial subscription.

INITIAL PAID-UP SHARE CAPITAL – is the amount actually paid
or received by the co-op from the members prior to registration.
The paid-up capitalization requirement for primary cooperatives
shall not be less than (P15,000.00) except for multi-purpose
cooperative (MPC) which should have at least (P100,000.00) or
as required by the feasibility study whichever is higher.
No cooperative shall be registered as an MPC unless it
has been in operation for at least two (2) years.

At least twenty five percent (25%) of the Authorized
Share Capital shall be subscribed by the members
and at least (25%) of the Subscribed Share Capital
shall be paid by the members prior to registration.
No member shall own more than ten percent (10%) of
the total subscribed share capital of the cooperative.
No fractional shares shall be issued.

Authorized Capital P240,000.00
Subscribed Capital 60,000.00
Paid-Up Capital 15,000.00

Authorized
Capital
Par Value
Shares
Available for
Subscription
P240,000.00 P100 2,400

Subscribed
Capital
Par Value
Shares
Subscribed
P60,000.00 P100 600

No. of Shares
Subscribed
Amount
Subscribed
No. of Shares Paid Amount Paid
1 Amor 50 P5,000.00 13 P1,300.00
2 Ana Lisa 50 5,000.00 13 1,300.00
3 Efren 50 5,000.00 13 1,300.00
4 Noel 50 5,000.00 13 1,300.00
5 Delia 50 5,000.00 13 1,300.00
6 Faye 50 5,000.00 13 1,300.00
7 H 50 5,000.00 13 1,300.00
8 I 50 5,000.00 13 1,300.00
9 J 50 5,000.00 13 1,300.00
10 K 50 5,000.00 13 1,300.00
11 L 20 2,000.00 5 500
12 M 20 2,000.00 5 500
13 N 20 2,000.00 5 500
14 O 20 2,000.00 5 500
15 P 20 2,000.00 5 500
600 60,000.00 155 15,500.00

The by-laws of a co-op shall prescribe a fine on
unpaid subscribed share capital. Provided, that
such fine is fair and reasonable under the
circumstances as determined by the BOD.
Share Certificates shall be issued by the co-op at
the end of every calendar year based on the
number of shares fully paid for the said period.

No member shall transfer his shares or interest in
the co-op or any part thereof unless:
• He has held such share capital contribution or
interest for not less than 1 year;
• The assignment is made to the cooperative or to a
member of the cooperative;
• The board of directors shall approve such
assignment.

NET SURPLUS
Every cooperative shall determine its net surplus at the
close of every fiscal year.
The net surplus shall not be construed as profit but an
excess of payments made by the members for the
loans borrowed or goods and services availed by
them and which shall be deemed to have been
returned to them if the same is distributed as
prescribed in the Code.

STATUTORY FUNDS – cash allocations which all co-ops
must maintain as required by the Code.
1. RESERVE FUND – used for the stability of the co-op and
to meet net losses in its operations.
 The general assembly may decrease the amount
allocated to the reserve fund when it already exceeds
the current paid-up capital.
 Any sum recovered on items previously charged to
the reserve fund shall be credited to such
fund.
DISTRIBUTION AND ALLOCATION OF NET SURPLUS

 The reserve fund shall not be utilized for
investment, other than those allowed in the
Code (security bonds, banks etc.).
 Such sum of the reserve fund in excess of the
share capital may be used at anytime for any
project that would expand the operations of the
co-op upon the resolution of the GA.

 Upon the dissolution of the cooperative, the
reserve fund shall not be distributed among the
members.
 At least 10% of the net surplus. Provided, that,
in the first 5 years of operation after registration,
this amount shall not be less than 50% of the
net surplus.

2. EDUCATION AND TRAINING FUND – used for the
training, development and similar other co-op activities
geared towards the growth of the cooperative movement.
 Shall not be more than 10% of the net surplus.
 Half of the amount allocated in this fund annually
shall be spent by the co-op 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.

The remittance to a union or federation by a
primary cooperative is COMPULSORY.
The option on the part of the co-op is not
whether to remit or not but rather where such
remittance shall be made subject to the submission of
schedules as provided in Article 86 (2) of R.A.
9520.

3. COMMUNITY DEVELOPMENT FUND - shall be used
for projects or activities that will benefit the
community where the cooperative operates.
 Shall not be less than 3% of the net surplus.
4. OPTIONAL FUND – shall be used for the purchase of
land and building of the co-op.
 Shall not exceed 7% of the net surplus.

The remaining net surplus shall be made
available to the members in the form of:
• Interest on Share Capital
• Patronage Refund

INTEREST ON SHARE CAPITAL - interest earned by
the members’ paid-up share capital.
 No allocation of interest on share capital shall be made
without the approval of the BOD who may increase or
decrease any or both.
 Payment of interest, unless otherwise provided for in the
by-laws, must be made on such date as may be
determined by the Board of Directors.

PATRONAGE REFUND - shall refer to the amount
returned to individual members who patronize the
goods and services of the co-op in proportion to their
individual patronage.
 The basis of computing the same varies according
to the type of cooperative and dependent on the
amount/extent of the members’ patronage in the
cooperative.

 The amount allocated for patronage refund shall
not be less than thirty percent (30%) of the net
surplus after deducting the statutory funds based
on the principle of equity.
 In no case shall the rate of patronage refund be
more than twice the rate of interest on share
capital.

REVOLVING CAPITAL - amount constituting the
patronage refund and interest on share capital of the
members, the payment of which has been deferred by
the co-op to be used in its operation.
 Corresponding revolving capital certificate shall be
issued to the members.

PART VI:
ORGANIZATION
&
REGISTRATION OF
COOPERATIVES

ORGANIZING A PRIMARY COOPERATIVE
• Fifteen (15) or more natural persons who are
Filipino citizens;
• Of legal age (at least 18 years old);
• Having a common bond of interest;
• Actually residing or working in the intended area of
operation;
• Paid the required membership fee;
• Paid the required initial paid-up share capital;
• Must have completed a Pre-Registration Seminar
(PRS).

Documentary Requirements
1. Economic Survey
2. Articles of Cooperation
3. Cooperative By-Laws
4. Treasurer’s Affidavit
5. Bond of Accountable Officers
6. Certificate of Attendance in Pre-
Registration Seminar issued by CDA
REGISTRATION OF A COOPERATIVE
To be submitted
in 4 original
copies

Pre Registration Seminar for Co-ops

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