Guidelines in the Mandatory Amendments of Articles of Cooperation and By-Laws of Cooperatives to Conform with RA 9520

July 22, 2010

CDA MEMORANDUM CIRCULAR NO. 005-10

 

The Authority hereby prescribes these Guidelines to govern the application for registration of amendments of articles of cooperation and by-laws of cooperatives as required under Section 9 of MC 2009-02 dated July 7, 2009.

SECTION 1. Legal Basis. — Pursuant to the following provisions of RA 9520 and pertinent CDA guidelines, thus:

a. Article 14 (3), "Articles of Cooperation. . . . (3) The articles of cooperation may also contain any other provisions not inconsistent with this Code or any related law. . . . "

b. Article 15, "Bylaws. (1) Each cooperative to be registered under this Code shall adopt bylaws not inconsistent with the provisions of this Code. . . . "

c. Article 18, "Unless otherwise prescribed by this Code and for legitimate purposes, any provision or matter stated in the articles and by-laws may be amended by two-thirds (2/3) vote of all the members with voting rights, without prejudice to the right of the dissenting members to exercise their right to withdraw their membership under Article 30.

Both the original and amended articles and/or bylaws shall contain all provisions required by law to be set out in the article of cooperation and bylaws. Amendments shall be indicated by underscoring or otherwise appropriately indicating the change or changes made and a copy of the amended articles or amended bylaws duly certified under oath by the cooperative secretary and a majority of the directors stating the fact that said amendment or amendments to the articles of cooperation and/or bylaws have been duly approved by the required vote of the members. All amendments to the articles of cooperation and/or bylaws shall be submitted to the Authority. The amendments shall take effect upon its approval by the Authority or within thirty (30) days from the date of filing thereof if not acted upon by the Authority for a cause not attributable to the cooperative." aEHAIS

d. 2nd paragraph of Section 9 MC No. 2009-02 dated July 7, 2009, "A cooperative issued with new certificate of registration shall have a period of one (1) year within which to amend their article of cooperation and bylaws to conform with the provisions of RA 9520."

SECTION 2. Scope. — These guidelines shall govern the registration of amendments of Articles of Cooperation and By-laws with the Authority to conform with the provisions of RA 9520 and its implementing rules and regulations. This shall be applicable to all types and categories of cooperatives issued with new certificate of registration under Article 144 and newly registered cooperatives under RA 9520.

SECTION 3. Definition of Terms. — The following terms as used in these Guidelines shall mean:

a. Authority — shall refer to the Cooperative Development Authority (CDA).

b. Registration of Amendment — shall mean the operative act of granting validity and effectivity to the modification of Articles of Cooperation and By-Laws as evidenced by the Certificate of Registration issued by the Authority.

c. Amendment — refers to changes for legitimate purposes in any provision stated in the Articles of Cooperation and By-Laws of the cooperative in accordance with the prescribed requirements under RA 9520.

d. Certificate of Registration of Amendment — an official document issued by the Authority under its official seal which shall serve as conclusive evidence of such registered amendment unless it is proved that the registration has been cancelled or further amended.

e. Code — shall mean RA 9520 otherwise known as the Philippine Code of 2008.

SECTION 4. Process of Amendment. — The amendments of Articles of Cooperation and By-laws may be adopted in a regular or special general assembly. Such amendment may be done by specific provision, a process in which specific provision/s of the articles of cooperation and/or by-laws of the cooperative are amended. CEIHcT

SECTION 5. Requirements for Registration. — The following shall be the minimum requirements for registration of amendment, to wit:

a.1 Three (3) copies of the General Assembly (GA) Resolution stating therein the specific proposed amendment and such was approved by at least two thirds (2/3) vote of all members with voting rights;

a.2 Three (3) copies of the amended articles of cooperation and/or by-laws;

a.3 Duly notarized BOD and Secretary Certificate;

a.4 Treasurer's Affidavit, in case of increase in capital;

a.5 Letter/Certificate of Authority, If applicable; and

a.6 Registration Fee in accordance with the Schedule of Fees under MC No. 2004-07 dated July 16, 2004.

SECTION 6. Resolution of the General Assembly. — The GA Resolution shall be certified under oath by the cooperative's secretary and a majority of the board of directors stating the fact that the resolution was approved by the required vote of the members with voting rights.

SECTION 7. Amended Articles of Cooperation and By-laws. — The copies of the amended articles and bylaws required under Section 1 (c) above shall contain the amendments sought to be approved by the Authority properly indicated by underscoring or any other means enclosed in parenthesis or bracketed the specific provision/s proposed to be changed.

SECTION 8. Registration Fee. — The required registration fee in the amount imposed by the Authority shall be paid by the cooperative after approval of such amendments.

SECTION 9. Evaluation of Amendments. — The Authority, upon receipt of the complete required documents, shall evaluate the same with due regard to the provisions of the Code and other relevant laws. However, the Authority may opt to hold clarificatory conference with the applicant before deciding on the amendments.

SECTION 10. Venue of Application. — All application for amendments shall be filed in the Central or concerned Extension Office of the Authority which has jurisdiction over the registration and supervision of the said cooperative. SIEHcA

SECTION 11. Prohibited Amendments. — The following provisions shall not be modified or altered:

11.a Names of the original incorporators/cooperators;

11.b Name of the cooperating/incorporating directors;

11.c Capitalization unless there is an increase or decrease thereto; and

11.d Transformation of cooperatives registered under RA 9520 from single purpose into multi-purpose unless they comply with the IRR of the Code.

SECTION 12. Validity of Amendments. — The amendments shall be valid and binding to the cooperative and its members upon issuance of the appropriate certificate of registration of amendment by the Authority.

SECTION 13. Dissenting Members. — Members of the cooperative who are against the amendment approved by the GA may exercise their right to withdraw their membership in accordance with Articles 30 and 31 of the Code.

SECTION 14. Period of Registration. — The mandatory filing for the registration of amendment under this Memorandum Circular shall start immediately and shall end on June 15, 2011.

SECTION 15. Sanction. — Failure to comply with this Circular shall be a ground for dissolution of the cooperative pursuant to Article 67 of the Code.

SECTION 16. Repealing Clause. — Section 9 of MC 2009-02 dated July 7, 2009 insofar as the period which is inconsistent herewith is hereby repealed.

SECTION 17. Effectivity. — These Guidelines shall take effect fifteen (15) days upon its approval by the Board of Administrators and submission of copy hereof to the Office of the National Administrative Register (ONAR).

Approved in Quezon City, Philippines, this 22nd day of July, 2010.

(SGD.) LECIRA V. JUAREZChairperson

ATTACHMENT

EXCERPTS FROM THE

PRESENT:
	Hon. Lecira V. Juarez	- Chairman/Presiding Officer
	Hon. Salaman D. Mangca	- Administrator
	Hon. Fulgencio A. Vigare, Jr.	- Administrator
	Hon. Manuel C. Lapeña	- Administrator
	Hon. Segfredo O. Buagas	- Administrator
	Hon. Rosalinda E. Villaseca	- Administrator
	Hon. Irma A. Villanueva	- Administrator
ALSO PRESENT:	- Executive Director, CDA
	Atty. Niel A. Santillan

 

xxx xxx xxx

"RESOLUTION NO. 130, S-2010

Upon motion of Adm. Rosalinda E. Villaseca, duly seconded by Adm. Salaman D. Mangca, be it RESOLVED as it is hereby RESOLVED to approve the Policy Guidelines on the Mandatory Amendments of Articles of Cooperation and By-Laws of Cooperatives and Prescribing the Registration Thereof to Conform with RA 9520.

APPROVED."

xxx xxx xxx

This is to certify that the foregoing is true and correct from the minutes of the CDA Board of Administrators regular meeting.

(SGD.) FELIPE G. DERI

Board Secretary IV

Attested:

 (SGD.) LECIRA V. JUAREZ

 Chairperson

Board of Directors & Secretary Certificate

TO WHOM IT MAY CONCERN:

This is to certify that the __________________________________________ (complete name of coop) held its General Assembly meeting at the _____________________________________ (name and complete address of venue) on _____________, 20___, for the purpose of approving certain provision of its (Articles of Cooperation and/or By-laws), in compliance with Article 18 of RA 9520.

This is to certify further that during the said assembly meeting, ____________________ (no. of votes which should be at least 2/3 of members entitled to vote) voted to approve the specific amendments to the provisions of the articles of cooperation and/or By-laws, to wit: HCIaDT

". . . enumerate the amendments . . . "

This Certification is issued in support of the ___________________________ (coop name) application for registration of the proposed amendment/s with the Cooperative Development Authority.

 

Issued this ____ day of ____________, 20___ in _________________.

 

	________________
	Chairman-Affiant
________________	________________	________________
Director-Affiant	Director-Affiant	Director-Affiant
________________	________________	________________
Director-Affiant	Director-Affiant	Director-Affiant
	________________
	Secretary-Affiant

SUBSCRIBED AND SWORN before me this ___ day of __________, 20___ in _______________, by the herein affiants who exhibited to me their Community Tax Certificates.

Name	CTC No.	Place and Date of Issuance
__________________________	_______________	________________________
__________________________	_______________	________________________
__________________________	_______________	________________________
__________________________	_______________	________________________
__________________________	_______________	________________________

 

NOTARY PUBLIC

Doc No. ______

Book No. _____

Page No. _____

Series of 20 ___

Per BOA Res. No. _____ dated ________ 2010

ARTICLES OF COOPERATION

Of

_______________________________________

(Name of Cooperative)

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned all Filipino citizens, all of legal age and residents of the Philippines, have on this day voluntarily agreed to organize a primary _____________ cooperative, under the laws of the Republic of the Philippines. STaAcC

AND WE HEREBY CERTIFY:

Article I

Name of the Cooperative

That the name of this Cooperative shall be ______________________________ __________________________________________________________________.

Article II

Purpose/s

That the objectives for which this Cooperative is organized are as follows:

To engage in:

_____________________________________________________

_____________________________________________________

_____________________________________________________

Article III

Objectives and Goals

The primary objective of this cooperative is to help improve the quality of life of its members and in furtherance thereto shall aim to:

1. Provide goods and services to its members to enable them to attain increased income, savings, investments, productivity, and purchasing power, and promote among themselves equitable distribution of net surplus through maximum utilization of economies of scale, cost-sharing and risk-sharing;

2. Provide optimum social and economic benefits to its members;

3. Teach members efficient ways of doing things in a cooperative manner;

4. Propagate cooperative practices and new ideas in business and management;

5. Allow the lower income and less privileged groups to increase their ownership in the wealth of the nation;

6. To actively support the government, other cooperatives and people oriented organizations, both local and foreign, in promoting cooperatives as a practical means towards sustainable socio-economic development under a truly just and democratic society; aEHTSc

7. To institutionalize a dynamic savings mobilization and capital build-up schemes to sustain its developmental activities and long-term investments, thereby ensuring optimum economic benefits to the members, their families and the general public;

8. To implement policy guidelines that will ensure transparency, equitable access to its resources and services, and promote the interests of the members; and

9. To adopt such other plans as may help foster the welfare of the members, their families and the community.

Article IV

Powers and Capacities

The powers, rights and capacities of this cooperative are those prescribed under Article 9 of Republic Act 9520.

Article V

Term of Existence

The term for which this Cooperative shall exist is ___________ ( ) years from the date of its registration with the Cooperative Development Authority.

Article VI

Area of Operation

This Cooperative shall recruit its members within _________________________ and operate business in _____________________. Its principal office shall be located at ________________________________________.

Article VII

Name and Address of Cooperators

That the name and address of the cooperators are as follows:

Name	Postal Address
______________________	_________________________________
______________________	_________________________________
______________________	_________________________________
______________________	_________________________________
______________________	_________________________________
______________________	_________________________________
______________________	_________________________________
______________________	_________________________________
______________________	_________________________________
______________________	_________________________________

 

Per BOA Res. No. _____ dated ________ 2010

Article VIII

Common Bond of Membership

That the common bond of membership of this Cooperative is ______________________ and, shall be open to all natural persons who are all Filipino citizens, of legal age, with the capacity to contract and possess all the qualifications and none of the disqualifications provided for in the By-laws. HDITCS

Article IX

Board of Directors

That the number of Directors of this Cooperative shall be __________ ( ) and the name and addresses of the directors who are to serve until their successors shall have been elected and qualified as provided in the by-laws are:

Name	Address
______________________	_________________________________
______________________	_________________________________
______________________	_________________________________
______________________	_________________________________
______________________	_________________________________

 

Article X

Capitalization

That the Authorized Share Capital of this Cooperative is _________________ PESOS (P_________), Philippine currency, divided into _______________________ (_______) shares with a par value of ___________________ (P________) per share.

Article XI

Subscribed and Paid-up Share Capital

That the amount of ____________________________________ (P________) of the authorized share capital has been subscribed, and _______________________ (P______) of the total subscription has been paid, by the following members-subscribers:

BE IT KNOWN THAT:

I, _________________________ have been elected as Treasurer of this Cooperative to act as such until her/his successor shall have been duly appointed and qualified in accordance with the by-laws. As such Treasurer, he/she has been authorized to receive payments and issue receipts for membership fees, share capital subscriptions and other revenues, and to pay obligations for and in the name of this Cooperative.

IN WITNESS WHEREOF, we have hereunto signed our names this ____ day of _____________ in ____________________, Philippines.

NAME AND SIGNATURE OF COOPERATORS

Name	Signature
______________________________	_______________
______________________________	_______________
______________________________	_______________
______________________________	_______________
______________________________	_______________
______________________________	_______________
______________________________	_______________
______________________________	_______________
______________________________	_______________
______________________________	_______________

 

SIGNED IN THE PRESENCE OF:

__________________________	__________________________
Signature Over Printed Name	Signature Over Printed Name

 

Per BOA Res. No. _____ dated ________ 2010

ACKNOWLEDGMENT

Republic of the Philippines )

Prov./City/Mun. of _______________) S.S. THIASE

Before me, a Notary Public for and in the Province/City/Municipality of ______________________ on this _______ day of ___________________________ the following persons personally appeared with their Community Tax Certificates as indicated opposite their respective names:

All known to me to be the same persons who executed the foregoing Articles of Cooperation, and acknowledged to me that the same is their free will and voluntary deed. This instrument consists of ________ pages including this page where the acknowledgment is written.

 

WITNESS my hand and seal this day and place first above mentioned.

Notary Public

Doc No.: __________Page No.: _________Book No.: _________Series of __________

TREASURER'S AFFIDAVIT

Republic of the Philippines )

Prov./City/Mun. _______________) S.S.

I, ____________________________________ after having been duly sworn to in accordance with law, do hereby depose and say:

1. That I am the duly elected Treasurer of the _______________________ to act as such until my successor shall have been appointed and qualified in accordance with the By-laws of the Cooperative;

2. That as such Treasurer, I hereby certify that at least twenty-five percent (25%) of the authorized share capital or a total of ____________________________ (P_______) of the Cooperative has been subscribed; SaHIEA

3. That at least twenty-five percent (25%) of the total subscription or a total of (P__________) has been paid and received by me; and

4. That the total membership fees paid is ___________________________ (P__________).

Treasurer

SUBSCRIBED AND SWORN TO before me this ______ day of ___________, in _________________, Philippines, by _____________________ who exhibited to me his/her Community Tax Certificate No. ___________ issued on _____________, in _____________________, Philippines.

Notary Public

Doc No. __________Page No. _________Book No. _________Series of _________