ARTICLES OF COOPERATION

OF
BARANGAY 365 NAGTAHAN BRIDGE COOPERATIVE

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned Filipino citizens, of legal age, and residents of the Philippines, representing at least
majority of the members of this BARANGAY 365 NAGTAHAN BRIDGE COOPERATIVE, do hereby
adopt this By-laws.
AND WE HEREBY CERTIFY:

ARTICLE I
NAME OF THE COOPERATIVE

The name of this Cooperative shall be BARANGAY 365 NAGTAHAN BRIDGE COOPERATIVE.

ARTICLE II
OBJECTIVES

That the objectives for which this Cooperative is formed are:

Primary
1. To encourage members to adopt thrift and save money;
2. To meet the requirements of members for products, services, and other items;
3. to engage in re-lending activities;
4. To promote the cooperative as a "Way of Life" for increasing people's social and economic well-being.
5. To engage in any activity linked to the members' social and/or economic well-being in an entirely just
democratic society;
6. To collaborate with the cooperative movement, non-governmental organizations, and government
organizations/entities in the promotion and growth of cooperatives, as well as the implementation of
government programs;
7. To engage in various actions to ensure the effective and efficient execution of the Cooperative Code
provision.

Secondary

In addition to the aims and purposes outlined in Republic Act No. 6938, which are incorporated into these
Articles of Cooperation, this Cooperative embraces the following additional goals:

1. To work with the government and other concerned groups, both locally and globally, in
promoting cooperatives as an achievable way of achieving long-term socioeconomic growth in a
truly just and democratic society;

2. To educate members on cooperative principles and practices so that they may participate actively
and competently in the management of the Cooperative's business;

3. To institutionalize dynamic savings collection and investment schemes to support its development
operations and long-term investments, assuring utmost financial benefits to members, their
families, and the general public;
 4. To put in place policy standards that will assure openness, equal access to its resources and
services, and promotion of their members' interests; and

5. Adopting any additional ideas that may benefit the members, their families, and the community.

ARTICLE III
POWERS AND CAPACITIES

In conjunction with the rights and abilities provided by Republic Act No. 6938, this Cooperative shall
have the following legal powers and capacities:

1. In connection with its authorized business activities, to draw, make, accept, endorse, guarantee,
execute, and issue promissory notes, bills of exchange, debentures, bonds, drafts, warrants,
certificates, and any other forms of obligations and instruments;

2. To obtain debt and/or establish joint ventures with both local and global entities in order to
fulfill its goals, economic strategies, and plans;

3. To purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage, and otherwise
deal with such real and personal property as the conduct of its lawful affairs may reasonably and
necessarily necessitate, subject to the limitations prescribed by law and the Philippine
Constitution;

4. To exercise such further powers as may be required to carry out its objectives in obedience to
the law.

ARTICLE IV
AREA OF OPERATION

That this Cooperative shall operate within, and its principal office shall be located at Barangay 365
Sampaloc, Manila City

ARTICLE V
TERM OF EXISTENCE

That the term for which this cooperative shall exist is FIFTY (50) years from the date of its registration
with the Cooperative Development Authority.

ARTICLE VI
COMMON BOND OF MEMBERSHIP

The common bond of membership in this Cooperative is Associational and shall be available
to all natural people who are Filipino nationals, of legal age, with the ability to contract, and who meet all
of the criteria and have none of the disqualifications specified in the By-Laws.
 ARTICLE VII
NAME, NATIONALITY AND ADDRESS OF COOPERATORS
NAME NATIONALITY ADDRESS
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
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17.
18.
19.
20.

ARTICLE VIII
BOARD OF DIRECTORS

That the number of directors of this Cooperative shall be FIVE (5) SAMPLE NUMBER ONLY and the
names, citizenship, and residence of the founding directors who are to serve until their successors shall
have been elected and qualified as provided in the By-Laws are:

NAME CITIZENSHIP ADDRESS

1.
2.
3.
4.
5.

ARTICLE IX
CAPITALIZATION

That the authorized Share Capital of this Cooperative is Two Hundred Thousand Pesos (P200,000.00)
SAMPLE AMOUNT ONLY and said capital is divided into Two Thousand Five Hundred (2,500)
SAMPLE AMOUNT ONLY shares with a par value of One Hundred Pesos (P100.00) SAMPLE
AMOUNT ONLY each.
 ARTICLE X
ARTICLE XI
TREASURER
That ____________________ has been elected as Treasurer of this Cooperative to act as such until
his/her successor shall have been duly elected/appointed and qualified in accordance with the By-Laws.
As such, he/she has been authorized to receive payments and issue receipts for membership fees, share
capital, subscriptions and other revenues for and in the name of this Cooperative.

WE, the undersigned cooperators of the Cooperative hereby declare under the penalties of perjury that
this form has been accomplished in good faith, verified by us and to the best of our knowledge and
belief is true. That any misrepresentation made thereon, upon verification shall be ground for
automatic revocation of the Certificate of Registration issued in connection therewith.

IN WITNESS WHEREOF, we have hereunto signed our names on this __ day of _______________in
_________________.

NAME AND SIGNATURE OF COOPERATORS

PRINTED NAME SIGNATURE

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
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 SIGNED IN THE PRESENCE OF:

Signature over Printed Name Signature over Printed Name

 BY-LAWS OF THE

BARANGAY 365 NAGTAHAN BRIDGE COOPERATIVE

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned Filipino citizens, all of legal age and residents of the
Philippines, representing at least majority of the members of the above-named
cooperative, do hereby adopt the following code of By-Laws.

ARTICLE I
OBJECTIVES

Section 1. Objectives. The objectives and purposes of this Cooperative are those
set forth in its Articles of Cooperation.

ARTICLE II
MEMBERSHIP

Section 2. Membership. This Cooperative shall have regular members only. A

Regular member is one who is entitled to all rights and privileges of membership as
provided in this By-Laws.

Section 3. Qualifications for Membership. The membership of this Cooperative

is open to any natural person, Filipino citizen, of legal age, with capacity to
contract, working and/or residing in the area of operation as stated in the Articles of
Cooperation, and has the following qualifications:
a) Completed the prescribed pre-membership education training;
b) Undertook to uphold the By-Laws, policies, guidelines, rules and
regulations promulgated by the Board of Directors and the General
Assembly;
c) Paid the prescribed membership fee of P200.00.

Section 4. Application for Membership. An applicant for membership shall file

a duly accomplished form with the Board of Directors who shall accept or deny it in
accordance with the prescribed guidelines.

Section 5. Share Capital Subscription. An applicant whose membership has

been approved shall subscribe at least Thirty Two (32) shares and pay the value of
at least 8.00 shares.

Section 6. Appeal. All applicant whose application was denied by the Board of
Directors may appeal to the General Assembly by giving notice to the Secretary of
the Cooperative within thirty (30) days before the next General Assembly meeting,
whose decision on the matter shall be final.

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

have the following duties:
a) Pay the installment of his share capital subscription as it falls due and to
participate in the capital build-up and 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; and
f) Promote the goals and objectives of the Cooperative, the success of its
business, the welfare of its members and the cooperative movement in
general.

Section 8. Member Entitled to Vote. Any member who meets the following
conditions is a member entitled to vote:
a) Paid the membership fee and the value of at least eight (8) shares;
b) Not delinquent in the payment of his share capital subscriptions and other
accounts or obligations;
c) Not violated any provision of this 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;
d) Completed the basic orientation training program prescribed by the Board
of Directors; and
e) Participates in the affairs of the Cooperative and patronizes its businesses.

Section 9. Rights of a Regular Member Entitled to Vote. A member entitled

to vote shall have the following rights:
a) Participate and vote on all matters deliberated upon during general
assembly meetings;
b) Seek any elective or appointive position, subject to the provisions of this
By-Laws and the Cooperative Code of the Philippines;
c) Avail himself of the services of the Cooperative, subject to certain
conditions as may be prescribed by the Board of Directors;
 d) Inspect and examine the books of accounts, the minutes, the share
register, and other records of the Cooperative during office hours; and
e) Such other rights and privileges as may be provided by the General
Assembly.

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

Section 11. Suspension of Membership. A member who is delinquent in the

payment of his share subscription and for other causes detrimental to the interest
of the cooperative may be suspended in accordance with the guidelines on
suspension of members prescribed by the Board of Directors duly approved by the
General Assembly.

Section 12. Termination of Membership. Termination of membership may be

automatic, voluntary or involuntary. It shall have the effect of extinguishing all
rights of a members in the Cooperative subject to the provisions of Section 13 of
this By-Laws as may be provided by the General Assembly.

Any member whose membership in the cooperative was terminated shall be entitled
to a refund of his share capital pursuant to Article 31 of the Cooperative Code.

Section 13. Manner of Terminating Membership and Refund of Share

Capital Contribution. Within fifteen (15) days from registration of these By-Laws,
the Board of Directors shall prescribe guidelines relative to the manner of
terminating and suspension of membership and refund of share capital contribution
of members in accordance with the provisions of the Cooperative Code.

ARTICLE III
GOVERNMENT

Section 14. The General Assembly. The General Assembly is composed of all
the members entitled to vote and is the highest governing body of the Cooperative.

Section 15. Powers of the General Assembly. Subject to the Provisions of the
Cooperative Code of the Philippines and the rules issued thereunder, the General
Assembly duly assembled shall have the following powers:
a) To adopt and amend its Article of Cooperation and By-Laws in accordance
with law;
b) To elect, appoint or remove for cause any member of the Board of
Directors, officer or committee member of the Cooperative;
c) To review, approve, modify or reject development plans and programs of
the Cooperative including the annual budget;
d) To review and pass upon the reports of the Board of Directors, Officers
and committees;
 e) To review, approve, modify or reject any substantial change in the
financial and operational policies of the Cooperative;
f) To adopt a Cooperative seal and exercise all other powers as may be
authorized by law.

Section 16. 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 or Board of Directors, if within the powers
or authority of the Cooperative, there being a quorum, shall be valid.

Section 17. Regular General Assembly Meeting. The General Assembly shall
hold its annual regular meeting every second Saturday of February at City
Agriculturist Office, IBJT-North, Hinaplanon, Iligan City, or any place within the
Philippines on the date fixed by the Board of directors, provided that, such date
shall be within ninety (90) days after the close of each fiscal year. The fiscal year of
this Cooperative shall commence on the first day of January and ends at the last
day of December and every year thereafter.

Section 18. 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 may likewise call a special general assembly meeting in
accordance with Article 35(2) of the Cooperative Code.

Section 19. Notice of Meeting. All notices of meetings shall be issued by the
Secretary of the Cooperative specifying in writing the date, time, place and the
agenda thereof.

Section 20. Agenda. As far as practicable, the order of business of a regular

general assembly meeting shall be:
a) Call to Order;
b) Roll Call;
c) Proof of Due Notice;
d) Declaration of Presence of Quorum;
e) Consideration of the Minutes of the Last Regular General Assembly
Meeting;
f) Matters Arising from the Minutes;
g) Consideration of the Consolidated Report of the Board of Directors,
officers, and the committees including audited financial statements of the
Cooperative;
h) Unfinished business;
i) Election of Directors and Committee Members;
j) New business;
 k) Other matters; and
l) Adjournment.

Section 21. Quorum. During regular or special general assembly meeting, a

majority (1/2 plus 1) of the total number of members entitled to vote shall
constitute a quorum.

Section 22. Voting System. Only members entitled to vote shall be qualified to
participate and vote in any general assembly meeting. A member is entitled to one
vote only regardless of the number of shares he owns.

Election or removal of Directors and Committee members shall be by secret ballot.

Action on all matters shall be in any manner that will truly and correctly reflect the
will of the membership. No proxy and/or cumulative voting shall be allowed.

ARTICLE IV
BOARD OF DIRECTORS

Section 23. Composition of the Board of Directors. The conduct and

management of the affairs of the Cooperative shall be vested in the Board of
Directors, which shall be composed of five (5) members.

Section 24. Qualifications. No member shall be elected as a member of the

Board of Directors or any committee unless he is a member entitled to vote and has
the following qualifications:
a) Member in good standing for at least one (1) year;
b) Not delinquent in the payment of their loans and other obligations to the
cooperative; and
c) Must be present during the general assembly and the election of officers
so that they can personally attest to their willingness or unwillingness to
serve the cooperative.

Section 25. Disqualifications. Any member who is under any of the following
circumstances shall be disqualified to be elected as a member of the Board of
Directors or any committee, or to continue as such:
a) Holding any elective position in the government, except that of barangay
officials;
b) Having served as director of the Cooperative for three (3) consecutive
terms;
c) Having direct or indirect personal interest with the business of the
Cooperative;
d) Having been absent for three (3) consecutive regular meetings without
reasonable cause;
 e) Being an official or employee of the Cooperative Development Authority;
and
f) Having been disqualified by law, to wit:
1) Any person finally convicted judicially of an offense involving moral
turpitude, fraud, embezzlement, theft, estafa, counterfeiting,
misappropriation, forgery, false oath or other fraudulent act or
transgression;
2) Any person judicially declared to be insolvent;
3) Convection by final judgment of an offense punishable for a period
exceeding six (6) years.

Section 26. Election of Directors. The members of the Board of Directors shall
be elected by secret ballot by members entitled to vote during the annual regular
general assembly meeting. Unless earlier removed for cause, or have resigned or
become incapacitated, they shall hold office for a term of two (2) years or until their
successors shall have been elected and qualified; Provided, that majority of the
elected directors obtaining the highest number of votes during the first election
after registration shall serve for two (2) years, and the remaining directors for one
year. Thereafter, all directors shall be elected for a term of two (2) years; the term
of the incorporating directors shall expire upon the election of their successors in
the first regular general assembly after registration.

Section 27. Election of Officers. The Board of Directors shall convene within ten
(10) days after the regular general assembly to elect by secret ballot from among
themselves the Chairman, and the Vice Chairman, and to appoint or elect the
Secretary and Treasurer from outside of the Board. The elected/appointed officers
shall hold office for a term of two (2) years or until their successors shall have been
elected/appointed and actually assumed the functions of their positions. No two (2)
or more persons with relationships up to the third civil degree of consanguinity or
affinity shall hold any elective or appointive position in the same Board or
Committee.

Section 28. Meeting of Directors. The regular meeting of the Board of Directors
shall be held at least once a month. However, the Chairman or, in his absence, the
Vice-Chairman, or majority of the directors may at any time call a special Board
meeting to consider urgent matters. Notice shall be given in writing to all the
members at least three (3) days prior to such meeting by the director/s calling such
meeting.

Any decision or action taken by the Board of Directors constituting a majority (1/2
plus 1) of members shall constitute a quorum in a meeting duly assembled shall be
a valid cooperative act.

Section 29. Vacancies. Any vacancy occurring in the Board of Directors by

reason of death, incapacity, removal or resignation may be filled 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.

Section 30. Removal of Directors and Committee Members. Any director or

committee member elected by the general assembly may be removed from office
for cause by a vote of at least two-thirds (2/3) of the members entitled to vote
present and constituting a quorum in a regular or special general assembly meeting
called for the purpose after having been given the opportunity to be heard.

An officer elected or appointed by the Board of Directors or any committee may be

removed from office for cause by a majority vote of all the members of the Board or
Committee as the case may be.

Section 31. Powers and Duties of the Board. The Board of Directors shall
direct and supervise the business, manage the property of the Cooperative and
may, by resolution, exercise all such powers of the Cooperative as are not reserved
for the general assembly under this By-Laws and the Cooperative Code of the
Philippines.

ARTICLE V
COMMITTEES

Section 32. Audit, Election, Credit, Conciliation and Education Committees.

An Audit, Election, Credit and Conciliation Committees are hereby created and shall
be composed of three (3) members each to be elected during a general assembly
meeting and shall hold office for a term of two (2) years or until their successors
shall have been elected and qualified. Within ten (10) days after their election,
they shall elect from among themselves a Chairman. Except the Education
Committee, no member of the committees shall hold any other position within the
Cooperative during his term of office and no member of the committees shall be
related to each other up to third degree of consanguinity or affinity.

Each Committee shall promulgate rules and regulations that shall govern the
conduct of Committee affairs to be approved by the Board of Directors and ratified
by the General Assembly.

The Audit Committee shall provide internal audit service, maintain a complete
record of its examination and inventory, and submit an audited financial report
quarterly or whenever required by the Board and the General Assembly. As far as
practicable, members of the Audit Committee shall have a background in
accounting and/or bookkeeping.

The Election Committee shall be vested with the powers to pass upon the
qualifications of candidates, supervise the conduct of elections, canvass and certify
in writing the returns, proclaim the winning candidates, and hear and decide all
election protests. Election protests filed by or against the Election Committee
member shall be decided by the Board of Directors.
The decision of the Election Committee is appealable to the Board of Directors
within 15 days from receipt thereof and shall decide the case within thirty (30) days
after receipt to the records of the case. The decision of the Board can be elevated
to the Cooperative Development Authority within 15 days from receipt of said
decision for mediation/conciliation proceeding.

The Credit Committee shall be responsible for the credit management of the
cooperative. In the performance of its functions, it shall process, evaluate and act
upon loan application and withdrawal of deposits, except when the applicant is a
member of the committee, in which case, the application shall be acted upon by the
Board of Directors; and exercise general supervision, including collection over all
loans to members.

The Conciliation Committee shall have the following powers and functions: to
conciliate, hear and decide all intra-cooperative disputes between and/or among
members, officers, directors and the community; subject to the approval of the
general assembly, to issue supplemental rules and procedures concerning
conciliation processes as may be deemed necessary; and to exercise such other
powers as may be necessary to ensure speedy, just, equitable and inexpensive
settlement of disputes within the Cooperative.

The Education Committee is hereby created with the Vice-Chairman of the Board of
Directors as its Chairman and such number of members as the Board may deem
feasible. It 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 communities within its area of operation.

Section 33. Other Committees. The Board of Directors may form such other
committees as may be deemed necessary for the smooth operation of the
Cooperative.

ARTICLE VI
OFFICERS OF THE COOPERATIVE

Section 34. Officers and their Duties. The cooperative shall have a Chairman,
Vice-Chairman, Treasurer and a Secretary who shall serve according to the
functions of their respective officers as follows:

Chairman – the Chairman shall:

a) Preside over all meetings of the cooperative and of the Board of Directors;
b) Sign all share certificates revolving fund certificates, contracts and other
instruments or papers essential to the operations of the Cooperative; and
c) Perform such other necessary functions, subject to the restrictions as may
be imposed by the Board of Directors or the general assembly.
Vice-Chairman – The Vice-Chairman shall, in the absence or incapacity of the
Chairman, discharge the duties and responsibilities of the Chairman; provided,
however, that in case of death, resignation, removal or permanent incapacity of the
Chairman, the Board of Directors may elect a new Chairman. The Vice-Chairman of
the Board shall serve as ex-officio chairman of the Education and Training
Committee.

Treasurer – The Treasurer shall:

a) Take custody of all monies, securities and papers acquired by the
cooperative, and maintain a complete records of all its functions;
b) Keep a complete record of its cash transactions for the establishment of
proof of his cash position at any given time and date;
c) Pay all financial obligations incurred by the Cooperative as approved by
the Manager and/or the Board of Directors;
d) Render report and certify the correctness of the cash position of the
Cooperative in all financial statements and other reports submitted to the
Board of Directors, the general assembly and the Cooperative
Development Authority;
e) Turn over to his successor all monies, securities, papers, books and other
properties belonging to the Cooperative in his possession upon the
expiration/termination of his term of office;
f) Act as Secretary in case of the latter’s absence or incapacity to perform
his duties; and
g) Perform such other duties as the Board of Directors may prescribe.

Secretary – The Secretary shall:

a) Keep and maintain a complete registry of all members and
records/minutes of all meetings of the Board of Directors and the General
Assembly;
b) Give notice of all meetings called;
c) Keep and maintain the Share and Transfer book and serve as the
custodian of the corporate seal of the cooperative;
d) Turn over to his successor all books, records and other properties
belonging to the cooperative in his possession upon the
expiration/termination of his term of office; and
e) Act as Treasurer in case of the latter’s absence or inability to perform his
duties, and perform such other duties as the Board of Directors may
prescribe.

Section 35. Liabilities of Directors, Officers & 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

When a director, officer or committee member attempts to acquire or acquires,

violation of his duties, any interest or equity adverse to the Cooperative in respect
to an 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 36. Management Staff. The Board of Directors shall appoint the
members the Management Staff, fix their Compensation and tenure of office.

The General Manager – No person shall be appointed to the position of general

manager unless he possesses the following qualifications and none of the
disqualifications herein enumerated:
a) He must be familiar with the business operations of the Cooperative;
b) He must have at least two (1) years experience in the operations of
Cooperative or related business;
c) He must not be engaged directly or indirectly in any activity similar to the
business of the Cooperative;
d) He 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 duties;
e) He must not be addicted to any form of gambling or immoral or vicious
habits;
f) At the time of his appointment he must have no pending administrative,
civil or criminal case involving financial and/or property accountabilities;
and
g) He must be willing to undergo pre-service and/or in service training.

The General Manager shall have the following duties:

a) Have general charge of all the phases of the business operations of the
Cooperative, subject to the policies and guidelines set by the Board of
Directors and the General Assembly;
b) Maintain records and accounts of the Cooperative in such manner that the
true condition of its business may be ascertained therefrom at any time;
c) Render reports monthly, annually or as may be required by the board of
Directors or the general assembly, and preserve the books, documents,
correspondence and records of whatever nature concerning the operation
of the Cooperative which may come into his possession;
 d) Subject to the policies set by the Board of Directors, employ, supervise
and or dismiss any agent or employee in the management force; and
perform such other duties as the Board of Directors may prescribe, and
turn over to the successor all properties belonging to the Cooperative in
his possession over which he has control upon the expiration/termination
of his services.

The Accountant/Bookkeeper. – No person shall be appointed to the position of

accountant/bookkeeper unless he possesses the following qualifications and none of
the disqualifications enumerated below:
a) He must be knowledgeable in accounting and bookkeeping and must have
at least two (2) years experience in Cooperative or related business;
b) He must not be engaged directly or indirectly in any activity similar to the
business of the Cooperative;
c) He must not be convicted of any administrative civil or criminal case
involving moral turpitude, gross negligence or grave misconduct in the
performance of his duties;
d) He must not be addicted to any form of gambling or immoral or vicious
habits;
e) He must be willing to undergo pre-service and/or in-service trainings in
accounting; and
f) At the time of his appointment, he must have no pending administrative,
civil or criminal case involving financial and/or property accountabilities.

The Accountant of the Cooperative, who shall be under the supervision and
control of the General Manager shall have the following duties:
a) Install an adequate and effective accounting system within the
Cooperative;
b) Render reports on the financial condition and operations of the
Cooperative monthly, annually or as may be required by the Board of
Directors and/or the general assembly;
c) Provide assistance to the Board of Directors in the preparation of annual
budget;
d) Keep, maintain and preserve all books of accounts, documents, vouchers,
contracts and other records concerning the business of the Cooperative
and make them available for auditing purposes to the Chairman of the
Audit Committee; and
e) Perform such other duties as the Board of Directors may require.

Section 37. Compensation. Subject to the approval of the general assembly, the
members of the Board and Committees may, in addition to per diems for actual
attendance to board and committee meetings, and reimbursement of actual and
necessary expenses while performing functions in behalf of the Cooperative, be
given regular compensation; Provided, that no additional compensation other than
the per diems shall be paid during the first year of existence of the Cooperative.

ARTICLE VII
CAPITAL STRUCTURE

Section 38. Source of Funds. The cooperative may derive its funds from any or
all of the sources provided in Article 73 of the Cooperative Code.

Section 39. Revolving Capital and Continuous Capital Build-Up. In order 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 rights and privileges or restrictions as may be
deemed just and equitable.

ARTICLE X
SETTLEMENT OF DISPUTES
Section 40. Conciliation Procedures. As far as practicable, all intra-cooperative
disputes shall be settled within the Cooperative. For this purpose, the Board of
Directors within fifteen (15) days from registration hereof with CDA shall prescribe
appropriate Rules of Conciliation Procedure for the proper and orderly disposition of
cooperative dispute.

ARTICLE X
MISCELLANEOUS

Section 41. Investment of Capital. The Cooperative may invest its capital in
any manner authorized by law upon approval by the general assembly.

Section 42. 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 consistently from
year to year, and subject to existing rules and laws.

Section 43. External Audit. At least once a year, the Board of Directors shall in
consultation with the Audit Committee cause the audit of the books of accounts of
the Cooperative by an independent Certified Public Accountant.

Section 44. Annual Report. During the annual regular general assembly
meeting, the Cooperative shall submit a report of its operations to the general
assembly together with the audited financial statements. The annual report shall
be certified by the Chairman, Treasurer, Manager and other responsible officers of
the Cooperative as true and correct in all aspects to the best of their knowledge.
The audited financial statements shall be certified by an independent Certified
Public Accountant. Copy of the annual report and audited financial statements shall
be submitted to the Cooperative Development Authority within 60 days from the
end of every fiscal year.

ARTICLE XII
AMENDMENTS

Section 45. Amendments. Amendments to the Article of Cooperation and this

By-laws may be adopted by at least two-thirds (2/3) votes of all members entitled
to vote at any regular or special general assembly called for the purpose without
prejudice to the rights of the dissenting members to withdraw their membership
under the provisions of the Cooperative Code of the Philippines.

The amendment/s shall take effect upon approval by the Cooperative Development
Authority. Voted and adopted this _____ day of _______, 20___ in ____________,
Philippines.

NAME SIGNATURE

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
____________, 20___, in ______________.

____________ ______________

Chairperson Vice Chairperson

_____________ _____________ _____________
Director Director Director