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    Bvcoop beta bylaws Bvcoop beta bylaws Document Transcript

    • MBY-LAWS OF THE BIRMINGHAM VILLAGE HOMEOWNERS DEVELOPMENT COOPERATIVE KNOW ALL MEN BY THESE PRESENTS: We, the undersigned, citizens and residents of the Philippines, representing the Homeowners of Birmingham Village, Pulo, City of Cabuyao, Laguna, a primary, multi-purpose cooperative, do hereby adopt the following code of by- laws. ARTICLE I PURPOSE/S AND GOALS The purpose/s and goals of this Cooperative are those set forth in its Articles of Cooperation. ARTICLE II MEMBERSHIP Section 1. Membership. This membership only. Cooperative shall have regular A regular member is one who has complied with all the membership requirements and entitled to all the rights and privileges of membership. Section 2. Qualification for Membership. The membership of this Cooperative is open to all natural persons, Filipino citizen, of legal age, with capacity to contract and, within the common bond and field of membership described as follows: Must be Residents of Birmingham Village, Pulo, Cabuyao, Laguna, Homeowners and their relatives, awardees, tenants, former homeowner/lot buyer and natural persons in direct relationship and/or engagement with the Village. Section 3. Requirements for Membership. A compiled the following requirements: member must have 1. Approved Membership Application Form – shall be made in writing on a form provided for the purpose, presented and approved by the Board of Directors.
    • 2. Proof of Residency or direct engagement relationship with the community and other valid Documents. (ID’s, Certificates. etc.) 3. Satisfactorily completed the Pre-Membership Education Seminar (PMES) conducted by the Education Committee. 4. Undertake to uphold the by-laws, policies and guidelines promulgated by the Board of Directors and the General Assembly. 5. Subscribed the required minimum and paid the initial shared capital and membership fee. Section 4. Application for Membership. 1. An applicant must have accomplished the membership form together with their respective documentary requirements. The form for the purpose will shall, aside from the personal data of the applicant, include the duties of a member to participate in all programs including but not limited to capital build-up and savings mobilization of the Cooperative and, such other information as may be deemed necessary. The application form for membership shall include an undertaking to uphold the By-laws, policies, guidelines, rules and regulations promulgated by the Board of Directors and the general assembly. The Board of Directors shall act upon the application within Thirty (30) days from the date of filing. 2. Has paid the following fees: a. Membership fee – One Hundred Pesos (PHP 100.00) (Shall be refunded in case of rejection/disapproval) b. At least has a fully paid initial share capital of Five Hundred Pesos (PHP 500.00) 3. Has subscribed to the minimum share capital build-up and savings mobilization program; under Section 6 hereof. The membership fee can be changed through a Board Resolution and approved by majority of the General Assembly. Implementation shall take effect one (1) month after its approval and cannot be changed for a full (1) year starting from date of implementation. The new amount shall not be a 100% increase from the previous amount and shall not exceed One thousand (1000) Philippine pesos.
    • Section 5. Appeal. An 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 6. Share Capital. Membership subscription shall be: 1. A minimum paid up capital of Five (5) shares valued at One Hundred (100) Pesos per share and subscribed minimum capital of Fifty (50) shares valued at Five Thousand Pesos (5,000). 2. A member may allocate his/her subscribed shares by undertaking a Regular Capital build-up and Savings Mobilization Program and liberally as he/she sees fit. (Article 7 Section 2) 3. No member shall be allowed to hold more than twenty (20) percent of the TOTAL AUTHORIZED SHARE CAPITAL of the Cooperative. (equal to 2,000 shares) Section 7. 1. 2. 3. 4. 5. 6. Duties and Responsibilities of a Member. Pay the installment on capital stock subscription as it falls due (as stated in the Capital Build-up Program) and participate in the capital build-up of the cooperative; Patronize regularly its business; Participate in its parliamentary affairs; Attend the membership meetings, regular or special; Obey the rules and regulations provided by The Philippine Cooperative Code, this By-laws, the decisions of the General assembly and the Board of directors, policies and decisions that may be promulgated by the Cooperative Development Authority; and Promote the aims and purposes of the cooperative, the success of its business, the welfare of its members and the cooperative movement as a whole. Section 8. Rights and Privileges of Members. A member shall have the following rights and privileges: a. Attend during general membership meetings; b. Avail himself of the services of the Cooperative, subject to certain conditions as may be prescribed by the Board of Directors;
    • c. Inspect and examine the books of accounts, the minutes books, the share register, and other records of the Cooperative during reasonable office hours; d. Secure copies of cooperative records/documents pertaining to the account information of the concerned member; e. Has preference in the payment of interest on share capital and in the distribution of the net assets of the Cooperative in case of liquidation; and f. Such other rights and privileges as may be granted by the General Assembly. Section 9. Member Entitled to Vote. Any Regular Member who meets the following conditions is a member entitled to vote: a. Paid the membership fee and the value of Fifty (50) shares (PHP 5,000.00) required for membership; 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 continuing education program prescribed by the Board of Directors; and e. Participated in the affairs of the Cooperative and patronized its businesses in accordance with cooperative’s policies and guidelines. Failure of the member to meet any of the above qualifications shall mean loss of right to vote as declared by the Board of Directors. Section 10. Rights of 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 Philippine Cooperative Code of 2008; 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 books, the share register, and other records of the Cooperative during reasonable office hours;
    • e. Participate in the continuing education and other training programs of the cooperative; and f. Such other rights and privileges as may be provided by the General Assembly. Section 11. Liability of Members. The liability of a member is limited. No member shall be liable for any indebtedness of the cooperative beyond his subscribed share capital. Section 12. Termination of Membership. Termination of membership may be automatic, voluntary or involuntary, which shall have the effect of extinguishing all rights of a member in the Cooperative, subject to refund of share capital contribution under Section 14 hereof. a. Automatic Termination of Membership. The death, insanity, permanent incapacity or judicial declaration by a competent court or the insolvency of a member shall be considered an automatic termination of his membership in the Cooperative. b. Voluntary Termination. A member may, for any reason, withdraw his membership from the Cooperative by giving a sixty (60) day notice to the Board of Directors. However, no member shall be allowed to withdraw or terminate his membership during any period in which he has any pending obligation with the Cooperative. c. Involuntary Termination. A member may be terminated by a vote of the majority of all the members of the Board of Directors for any of the following causes: i. Has not patronized the services/businesses of the Cooperative as provided for in the policies approved by the general assembly; ii. Has continuously failed to comply with his obligations as provided for in the policies approved by the general assembly; iii. Has violated any provision of this By-laws and the policies promulgated by the board of directors as approved by the general assembly; and iv. For any act or omission injurious or prejudicial to the interest or the welfare of the Cooperative.
    • Section 13. Manner of Involuntary Termination. The Board of Directors shall notify in writing the member who is being considered for termination and shall give him the opportunity to be heard. The decision of the Board of Directors is appealable to the general assembly and the procedure of which shall be in accordance with the last paragraph of Article 30 of RA 9520. Section 14. Appraisal and Payment of Member’s Interest upon Termination of Membership. Upon the termination of the membership of a member, the Board of Directors shall determine the book value of the member’s share capital, not to exceed the par value, as established at the year-end audited financial statement nearest to the date of termination and shall fix the amount thereof in money to be paid subject to the availability of funds. Within one year after such termination, or at the option of an expelled or withdrawing member or the heir or his legal representative, he may in lieu of cash, the revolving fund certificate or other evidence of indebtedness; Provided, however, that payment of said equality in cash shall not be made if on account of such payment the value of the cooperative’s assets would be less than the aggregate amount of its debts and liabilities exclusive of capital stocks subscribe, or will diminish the reserves required under existing laws. ARTICLE III ADMINISTRATION Section 1. The General Assembly (GA). The general assembly is composed of all the members entitled to vote, duly assembled and constituting a quorum and is the highest policy-making body of the Cooperative. Section 2. Powers of the General Assembly. Subject to the pertinent provisions of the Cooperative Code and the rules issued hereunder, the general assembly shall have the following exclusive powers:
    • 1. To elect and remove directors, officers and committee members for a cause; 2. To hear and pass upon the reports of the Board of Directors, Officers and committees; 3. To take final decisions regarding any drastic change in financial policies, subject to legal restrictions; 4. To ratify amendments in the Articles of Cooperation and/or Bylaws; 5. To exercise final authority on all matters significantly affecting the cooperative; 6. To approve developmental plans of the cooperative; and 7. To exercise all powers expressly provided by law and the by-laws. Section 3. Meetings. Meetings of the general assembly, board of directors and committees may be regular or special. All proceedings and businesses undertaken at any meeting of the General Assembly or Board of Directors, if within the powers or authority of the Cooperative, there being a quorum, shall be valid. Section 4. Annual General Assembly. The annual general assembly shall be held any day within the Month of March at the principal office of the cooperative or at any place within its area of operation and at such time as the Board of Directors may designate. Section 5. Special General Assembly. A special general assembly may be called at any time by a majority vote of the Board of Directors to consider urgent matters requiring immediate membership decision. A special general assembly shall be called by the Board of Directors within thirty (30) days from receipt of written request from: 1. At least ten percent (10%) of the total number of members entitled to vote; 2. The Audit Committee; 3. The Federation or Union of which the cooperative is a member; or 4. Upon Order of the Cooperative Development Authority. Section 6. Notice of General Assembly. Written notices of all meetings shall be served by the Secretary, at least two (2) weeks prior to the general assembly.
    • The notice for an annual general assembly shall be accompanied by the agenda, minutes of the meeting of last general assembly, consolidated report of the Board of Directors and Committees complete with financial statement, proposed amendments to the Articles of Cooperation and By-Laws if any, and other papers needed by the members to arrive at sound and intelligent decisions during the general assembly. Notice of any special general assembly shall state the purpose for which it is to be held and no business other than the stated purpose or those related thereto shall be considered in the meeting. Section 7. Order of Business. As far as practicable, the order of business of a regular general assembly meeting shall be: a. Call to order; b. Roll Call; c. Proof of due notice; d. Declaration of presence of quorum; e. Consideration of presence of quorum; f. Reading and approval of the previous minutes of meeting; g. Matters arising from the minutes; h. Consideration of the consolidated report of the board of directors, officers, and the committees, including audited financial statements of the Cooperative; i. Unfinished business; j. Election of directors and committee members; k. Approval of Development Plan and Budget; l. New business; m. Other matters; and n. Adjournment Section 8. Fiscal Year. The fiscal year of this Cooperative shall commence on the First day of January and end on the last day of December. Section 9. Quorum at the Membership Assembly. At the annual or special General Assembly, Twenty-five (25 %) of the total number of members entitled to vote shall constitute a quorum.
    • Section 10. Voting System. 1.Only members entitled to vote shall be qualified to participate and vote in any general assembly meeting. A member is entitled to one (1) vote only regardless of the number of shares he/she owns. 2.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 1. Board of Directors and Number. The business of the cooperative shall be administered by Board of Directors of Nine (9) members. Section 2. Qualifications, and Disqualifications of Directors. All members entitled to vote, and have the time and willingness to serve is qualified to be voted as directors, except under any of the following disqualification circumstances: 1. Holding any elective position in the government, except a party list representative being an officer of a cooperative he or she represents; 2. Having conflicting interest with the business of the cooperative; 3. Having been absent for three (3) consecutive board meetings without justifiable cause; 4. Being full-time employees of the cooperative; 5. Having been convicted of any crime involving moral turpitude, gross misconduct in the performance of their duties or found culpable in any administrative case involving such offenses. 6. Facing, as respondents or defendants, an administrative proceeding or civil/criminal suits involving financial and/or property accountability. 7. Having been disqualified pursuant to disqualifications prescribed by law. Section 3. Election of Directors and Term of Office. 1. The members of the Board of Directors shall be elected by secret ballot by the members at the annual general assembly.
    • 2. They shall hold an office for a term of two (2) years unless earlier removed for cause, or have resigned or become incapacitated due to illness or death, and until their successors have been elected, qualified and have discharged the duties of office. 3. No director shall serve for more than three (3) consecutive terms. Section 4. Directors Meeting, Election of Officers and Term of Office. 1. A meeting of the Board of Directors shall be held within ten (10) days after each annual general assembly to elect by secret ballot among themselves a Chairman and a Vice-Chairman duly supervised by the Chairman of Election Committee. The said elected officers shall hold office for a term of two (2) years or until the election, qualification and assumption into office of their successors. 2. The Treasurer and Secretary must not come from the Board. The Board of Directors may fill either or both of said positions by appointment for one (1) year. 3. No two (2) or more persons with relationships up to the third civil degree of consanguinity or affinity shall serve as elective or appointive officers in the same Board. 4. Thereafter, the Board of Directors shall meet at least once a month. 5. Directors cannot attend or vote by proxy at board meetings. 6. Special meetings of the Board may be called by the Chairman or in his absence, by the Vice-Chairman, or by a majority of the directors. The call for a special meeting shall be addressed and delivered by the Secretary stating the date, time and place of such meeting and the matters to be acted upon. Notice of the regular and special meetings of the Board of Directors unless dispensed with shall be served by the Secretary in writing to each director at least five (5) days before such meeting. Section 5. Quorum of Directors’ Meeting. The Board of Directors’ quorum shall be at least six (6) directors present in the meeting. A majority vote of the quorum duly assembled in a meeting shall be a valid cooperative act.
    • Section 6. Vacancies 1. When a vacancy in the Board occurs by reason of death, incapacity, or resignation, the remaining members of the Board constituting the quorum shall fill the vacancy by appointment giving priority to the candidate during the last general assembly who garnered the highest number of votes next to the last elected director. 2. If the remaining members of the Board do not constitute a quorum, the vacancy shall be filled by the general assembly in a regular or special meeting called for the purpose. The successor named in either of the two instances, shall serve for the unexpired portion of the term. Vacancies in the elective committee shall be filled by the remaining members constituting a quorum, or if no quorum the Board may cause an election to fill the vacancies or appoint persons to fill the same. Section 7. Removal of Directors, Officers and Committee Members. All complaints for the removal of any elected officer shall be filed with the board of directors and such officer shall be given the opportunity to be heard. Majority of the board of directors may place the officer concerned under preventive suspension pending the resolution of the investigation. Upon finding of a prima facie evidence of guilt, the board shall present its recommendation for removal to the general assembly. Any elected director or committee member may be removed from office by a vote of two-thirds (2/3) of the members entitled to vote present and constituting a quorum at the annual or general assembly called for the purpose after having been given the opportunity to be heard at the said assembly. In cases where the officers sought to be removed consist of the majority of the BOD, at least 10% of the members with voting rights may file a petition with the CDA upon failure of the BOD to call an assembly meeting to commence the proceeding for their removal. The decision of the GA on the matter is final and executory. Any officer elected or appointed by the Board of Directors or committee members may be removed from office for cause by a majority vote of the entire membership of the Board or Committee as the case maybe.
    • Section 8. Powers/Duties of the Board. The Board of Directors, as a body, shall exercise general supervision and control of the affairs of the cooperative. It shall: Prescribe policies consistent with law, these by-laws and the resolutions of the general assembly for the management of its business and the guidance of its members, officers and employees. The board of directors shall be responsible for the strategic planning, direction-setting and policyformulation activities of the cooperative. ARTICLE V COMMITTEES Section 1. Election Committee. The Election Committee shall be composed of three (3) members elected during the annual general assembly. They 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 their Chairman, Vice-Chairman and Secretary. No member of the committee shall serve in the Board or in any other elective committees. Section 2. Functions and Responsibilities of the Election Committee. a. Formulate election rules and guidelines and recommend to the GA for approval; b. Implement election rules and guidelines duly approved by the GA; c. Recommend necessary amendments to the election rules and guidelines, in consultation with the Board of Directors, for approval of the GA; d. Supervise the conduct, manner and procedure of election and other election related activities and act on the changes thereto; e. Canvass and certify the results of the election; f. Proclaim the winning candidates; g. Decide election and other related cases except those involving the Election Committee or its members, and; h. Perform such other functions as prescribed in the By-laws or authorized by the GA.
    • Election protests filed against the members of the Election Committee shall be decided by the Board of Directors. The decision of the Election Committee or the Board of Directors may be appealed to the Conciliation and Mediation Committee. Should such conciliation or mediation proceedings fail, the matter shall be settled through voluntary arbitration. Provided, however, that before any party can validly file a complaint with the Authority for voluntary arbitration. It must first secure a certification from the conciliation and mediation committee and from the cooperative union or federation to which it belongs that despite all efforts to settle the issues, the same has failed. Section 3. Audit Committee. An Audit Committee composed of three members shall be elected during the annual general assembly. Where no members shall have been elected and qualified, or in the event of vacancy, the Board of Directors shall appoint its members. Within ten (10) days after their election/appointment, the members of the committee shall elect from among themselves a Chairman, Vice-Chairman and a Secretary. In no case shall a member of the committee serve as a member of the Board of Directors and vice-versa. The members of the committee shall hold office for one (1) year. A new committee shall be elected on the next General Assembly. The audit committee shall be directly accountable and responsible to the general assembly. It shall have the power and duty to continuously monitor the adequacy and effectiveness of the cooperative’s management control system and audit the performance of the cooperative and its various responsibility centers. Section 4. Functions and Responsibilities of the Audit Committee: a. Monitor the adequacy and effectiveness of the cooperative’s management and control system; b. Audit the performance of the cooperative and its various responsibility Centers; c. Review continuously and periodically the books of account and other financial records to ensure that these are in accordance with the cooperative principles &generally accepted accounting procedures; d. Submit reports on the results of the internal audit and recommend necessary changes on policies and other related matters on operation to the Board of Directors and GA;
    • e. Recommend or petition to the board of directors conduct of special general assembly when necessary; and f. Perform such other functions as may be prescribed in the By-laws or authorize by the GA. Section 5. Credit and Collection Committee. The Credit and Collection Committee shall be composed of three members appointed by the Board of Directors. Within ten (10) days after the appointment, the members of the committee shall elect from among themselves a Chairman, Vice-Chairman and a Secretary. In no case shall a member of the committee serve as a member of the Board of Directors and vice-versa. The members of the committee shall hold office for two (2) years or until their successors shall have been appointed and qualified. Section 6. Functions and Responsibilities of the Collection Committee. Credit and a. Shall be responsible for the credit management of the cooperative. b. In the performance of its functions, it shall process, evaluate and act upon loan applications 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. Section 7. Education and Training Committee. The Education and Training Committee shall be composed of three (3) members to be appointed by the Board of Directors and shall serve for a term of two (2) years, without prejudice to their reappointment. Within ten (10) days after their election they shall elect from among themselves a Vice-Chairperson and a Secretary. The Vice-Chairman of the Board of Directors shall serve as ex-officio chairman of the committee. Except for the Chairperson, no member of the committee shall hold any other position within the Cooperative during his term of office. The committee shall be responsible for the planning and implementation of the information, educational and human resource development programs of the Cooperative for its members, officers and the communities within its area of operation. The committee shall be responsible in planning and implementing promotional and educational activities of the cooperative.
    • Section 8. Functions and Responsibilities of the Education and Training Committee. a. Keep members, officers, staff well-informed regarding cooperative’s goals/objectives, policies & procedures, services, etc. b. Plan and implement educational program for coop members, officers and staff; c. Develop promotional and training materials for the cooperative; and d. Conduct/Coordinate training activities. Section 9. Mediation and Conciliation Committee. Any dispute arising between or among members of the Board of Directors, Committee Officers, Management Staff and Staff and individual members shall be referred to the Mediation and Conciliation Committee subject to the rules and procedures to be promulgated by the BOD. A Mediation and Conciliation Committee shall be composed of three (3) members to be appointed by the Board of Directors. Within ten (10) days after their appointment, they shall elect from among themselves a Chairperson, ViceChairperson and a Secretary who shall serve for a term of two (2) years or until successors shall have been elected and qualified. No member of the Committee shall hold any other position in the Cooperative during his term of office. Section 10. Functions and Responsibilities of the Mediation and Conciliation Committee. a. To formulate the conciliation-mediation program and ensure that it is properly implemented; b Monitor Conciliation-Mediation operations (Entry of new cases, status of pending cases, performance of the ConciliatorsMediators); c. Submit annual reports to the CDA, within 15 days after the end of every fiscal year. d. Accept and file evaluation reports; e. Submit recommendations for improvements to the BOD; and, f. Recommend to the BOD any member of the cooperative for conciliation-mediation trainings as cooperative conciliatormediator.
    • In case conciliation-mediation fails in the level of the cooperative the same may be brought to the Federation or Union wherein the cooperative is affiliated or in the Municipal Cooperative Development Council wherein the cooperative operates. Section 11. Ethics Committee. The Ethics Committee shall be composed of three (3) members or as may be determined by the Board and appointed by it for a term of two (2) years, without prejudice to their reappointment. Within ten (10) days after their appointment, they shall elect from among themselves a Chairman, Vice-Chairman and a Secretary. No member of the Committee shall hold any other position in the Cooperative during his term of office. The Committee shall be responsible in ensuring that all officers, staff, and members of the cooperative act with utmost professionalism, integrity, morality and nationalism. Section 12. Functions and Responsibilities of the Ethics Committee. a. Develop Code of Governance and Ethical Standard to be observed by the members, officers and employees of the cooperative subject to the approval of the BOD and ratification of the GA; b. Disseminate, promote and implement the approved Code of Governance and Ethical Standards; c. Monitor compliance with the Code of Governance and Ethical Standards and recommend to the BOD measures to address the gap, if any; d. Conduct initial investigation or inquiry upon receipt of a complaint involving Code of Governance and Ethical Standards and submit report to the BOD together with the appropriate sanctions; e. Recommend ethical rules and policy to the BOD; f. Perform such other functions as may be prescribed in the By-laws or authorized by the GA. Section 13. Other Committees: Other committees may be formed and/or created and their powers/functions defined by the Board as the business and operations of cooperative may require. The said committees shall assist the Board of Directors in the implementation of the cooperative development program.
    • Section 14. Qualifications and Disqualifications for Committee Members: The qualifications and disqualifications provided for the Board of Directors and Committee Members as stated in Article 4 – Section 7 shall also be applied to the members of the Audit Committee and the Election Committee. ARTICLE VI OFFICERS AND MANAGEMENT STAFF Section 1. Officers and their Duties. The officers of the cooperative shall include the members of the Board of Directors, different committees created by the general assembly, general manager or chief executive officer, secretary, treasurer and members holding other positions as may be provided for in this By-laws, shall serve according to the functions and responsibilities of their respective offices as follows: a. Chairperson – The Chairperson shall: i. Set the agenda for board meetings in coordination with the other members of the BOD; ii. Preside over all meetings of the Board of Directors and of the general assembly; iii. Sign contracts, agreements, certificates and other documents on behalf of the cooperative as authorized by the Board of Directors or by the GA; iv. Issue Certificate of Non-Affiliation with the Federation or Union; and v. Perform such other functions as may be authorized by the BOD or by the GA. b. Vice-Chairperson –the Vice-Chairperson shall: i. Perform all the duties and responsibilities of the Chairperson in the absence of the latter; ii. Act as ex-officio chairperson of the Education and Training Committee; And iii. Perform such other duties as may be delegated by the board of directors.
    • c. Treasurer – The Treasurer shall: i. Ensure that all cash collections are deposited in accordance with the policies set by the BOD; ii. Have custody of all funds, securities, and documentations relating to all assets, liabilities, income and expenditures; iii. Monitor and review the financial management operations of the cooperative, subject to such limitations and control as may be prescribed by BOD; iv. Maintain full and complete records of cash transactions; v. Maintain a Petty Cash Fund and Daily Cash Position Report; and vi. Perform such other functions as may be prescribed in these Bylaws. d. Secretary – The Secretary shall: i. Keep an updated and complete registry of all members Record, prepare and maintain records of all minutes of all meetings of the BOD & the GA; ii. Ensure that necessary Board of Directors’ actions and decisions are transmitted to the management for compliance and implementation; iii. Issue and certify the list of members who are in good standing and entitled to vote as determined by the BOD; iv. Prepare and issue Share Certificates; v. Serve notice of all meetings called and certify the presence of quorum of all meetings of the BOD and GA; vi. Keep copy of the Treasurer’s report & other reports; vii. Keep and maintain the Share & Transfer Book; viii. Serve as custodian of the cooperative seal; and ix. Perform such other functions as may be prescribed in the Bylaws or authorized by the GA. e. General Manager – The General Manager shall: i. Oversee the overall day to day business operations of the cooperative by providing general direction, supervision, management and administrative control over all the operating departments subject to such limitations as may be set forth by the BOD or the GA; ii. Formulate and recommend in coordination with the operating departments under his/her supervision, the Coops Annual and Medium Term Development. Plan, programs and projects, for approval of the BOD, and ratification of GA;
    • iii. Implement the duly approved plans and programs of the cooperative and any other directive or instruction of the BODs; iv. Provide and submit to the BODs monthly reports on the status of the coop’s operation vis-a-vis its target and recommend appropriate policy or operational changes, if necessary; v. Represent the cooperative in any agreement, contract, business dealings, and in any other official business transaction as may be authorized by the BODs; vi. Ensure compliance with all administrative requirements of regulatory bodies; and and other vii. Perform such other functions as may be prescribed in the Bylaws or authorized by the GA. Section 2. Liabilities of Directors, Officers and Committee Members. Directors, officers and committee members, who willfully and knowingly vote for or assent to patently unlawful acts, or who are guilty of gross negligence or bad faith in directing the affairs of the Cooperative or acquire any personal or pecuniary interest in conflict with their duties as Directors, officers or committee members shall be liable jointly and severally for all damages resulting there from to the Cooperative, members and other persons. When a director, officer or committee member attempts to acquire, or acquires in violation of his duties, any interest or equity adverse to the Cooperative in respect to any matter which has been reposed in him in confidence, he shall, as a trustee for the Cooperative, be liable for damages or loss of profits which otherwise would have accrued to the Cooperative. Section 3. Management Staff. The Board of Directors shall appoint, fix their compensation and prescribe for the functions and responsibilities of the Management Staff not provided hereof. Section 4. Qualification of the General Manager. No person shall be appointed to the position of general manager unless he/she possesses the following qualifications and none of the disqualifications herein enumerated: a. Must be familiar with the business operation of the Cooperative; b. Must have at least two (2) years experience in the operations of Cooperative or related business; c. Must not be engaged directly or indirectly in any activity similar to the business of the Cooperative;
    • d. Must not have been convicted of any administrative, civil or criminal cases involving moral turpitude, gross negligence or grave misconduct in the performance of his duties; e. Must not be addicted to any form of gambling or immoral or vicious habits; f. Must have no pending administrative, civil or criminal case involving financial and/or property accountabilities at the time of his appointment; and g. Must undergo pre-service and/or in-service trainings. Section 5. Duties of the General Manager. The General Manager shall: a. Over all in-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. Responsible in maintaining records and accounts of the Cooperative in such manner that the true condition of its business may be ascertained there from 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 operations 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 staff; and e. Perform such other duties as the Board of Directors may prescribe and turn over to his successor all properties belonging to the Cooperative in his possession or over which he has control upon the expiration/termination of his services. Section 6. Duties of the Accountant. The Accountant of the Cooperative, who shall be under supervision and control of the General Manager shall: a. Install an adequate and effective accounting system within the Cooperative; b. Render reports on the financial condition and operations of the Cooperative monthly, annually or as may be required by the Board of Directors and/or the general assembly; 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 7. Duties of the Bookkeeper. The bookkeeper of the Cooperative who is under supervision and control of the Accountant shall: a. Records and update books of accounts; b. Provide assistance in the preparation of reports on the financial condition and operations of the Cooperative monthly, annually or as may be required by the Board of Directors and/or the general assembly; c. Keep, maintain and preserve all books of accounts, documents, vouchers, contracts and other records concerning the business of the Cooperative and make them available for auditing purposes to the Chairman of the Audit Committee; and d. Perform such other duties as the Board of Directors may require. Section 8. Qualifications of Accountant and Bookkeeper. No person shall be appointed to the position of accountant and bookkeeper unless they possess the following qualifications and none of the disqualifications herein enumerated: a. Bachelor degree in accountancy must be required for Accountant however Bookkeeper must be knowledgeable in accounting and bookkeeping; b. Must have at least two (2) years experience in Cooperative or related business; c. Must not be engaged directly or indirectly in any activity similar to the business of the Cooperative; d. Must not be convicted of any administrative, civil or criminal case involving moral turpitude, gross negligence or grave misconduct in the performance of his duties; e. Must not be addicted to any form of gambling or immoral or vicious habits; f. Must be willing to undergo pre-service and/or in-service trainings in accounting; and g. Must have no pending administrative, civil or criminal case involving financial and/or property accountabilities at the time of his appointment.
    • Section 9. 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, further, that the directors and officers shall not be entitled to any per diem when, if in the preceding calendar year, the cooperative reported a net loss or had a dividend rate less than the official inflation rate for the same year. ARTICLE VII CAPITAL STRUCTURE Section 1. Source of Funds. The cooperative shall derive its funds from: 1. Members’ Share Capital contribution; 2. Deposits; 3. Revolving capital 4. Capital reserve; 5. Loan capital; 6. Subsidies, grants and donations; and 7. Other sources of funds authorized by law. Section 2. Continuous Capital Build-Up. Every member shall invest at least One Hundred Pesos (Php 100.00) a month in the share capital of the cooperative; as stated in the Cooperative’s Membership and Capital Build-up and Savings Mobilization Form. He/she may opt to increase his/her monthly savings as they see fit. Section 3. Borrowing. The cooperative, through the Board of Directors with the approval of the general assembly, may borrow money from any other sources at the best terms and conditions available and in such amount that may be needed. Section 4. Revolving Capital. The cooperative may adopt a scheme for generating capital through deferment of the payment of interest on capital and patronage refund for fixed period not
    • exceeding two years each time, and the rate of interest consistent with laws and other regulations. Section 5. Retentions. The general assembly may authorize the Board of Directors to raise additional capital by deducting a certain percent on a per unit basis from the proceeds of services acquired and/or goods procured by members. Section 6. Share Capital - The term “share” shall refer to a unit of capital, the value of which is One Hundred Pesos (Php 100.00). Section 7. Share Capital Certificate. The Board of directors shall issue a Share Capital Certificate only to a member who has fully paid Fifty (50) shares of his/her subscription. The Certificate shall be serially numbered and contain the share holder’s name, the number of shares owned, the par value, and duly signed by the Chairman and the Secretary, and bearing the official seal of the cooperative. All certificates issued and/or transferred shall be registered in the cooperative’s Share and Transfer Book. The shares may be purchased, owned or held only by persons who are eligible for membership. Subject to existing government rules or laws, interests shall be paid only to paidup shares which may be in cash; or credited as payment of unpaid subscriptions, outstanding accounts, or additional shares or to the revolving fund of the cooperative. Serially numbered certificates of the cooperative shall be issued to each member upon full payment of the subscription, and for subsequent shares as they are paid for. The Certificate shall contain the shareholder’s name, the number of shares owned, the par value and duly signed by the Chairman and the Secretary, and bearing the official seal of the cooperative. All issues and transfers shall be registered in the stock transfer book. The shares may be purchased, owned and held only by persons who are eligible for membership. Interest may be paid only on the paid-up capital at the rate prescribed by the CDA and interest may be in cash, or credited toward payment of subscription or outstanding accounts, or additional shares or to the revolving fund of the cooperative.
    • Section 8. Transfer of Shares 1. The cooperative shall have the first option to any share offered for sale. The amount to be paid for such shares shall be the par value or book value which ever is lower. 2. If the cooperative is not in a position or otherwise refuses to purchase such shares, the member shall have the right to sell them to any person eligible for membership in the cooperative. 3. A member shall not transfer any share held by him or interest in the cooperative or any thereof, unless: a. He has held such shares or interest for at least one year; b. The transfer is made to a member of the cooperative or to a person who falls within the field of membership of the cooperative, provided said person is acceptable to the cooperative; and c. The Board of Directors has approved such transfer. 4. Transfer of shares shall not be binding to the cooperative until such transfer has been registered in its Stock and Transfer Book. No transfer shall be completed until the old certificates shall have been endorsed and surrendered and a new certificate issued in the name of the member. The last transferee, if a new member, shall pay the required membership fee. A transfer fee of Php 100.00 shall be charged. 5. In the case of loss or destruction of a certificate of stock, another may be issued in its place to the owner thereof after executing an affidavit in triplicate setting forth the following: a. Circumstances as to how, when and where said certificate was lost or destroyed; b. The number of shares represented by the certificate; c. The serial number of the certificate; and d. The lost or destroyed certificate has never been transferred, sold or endorsed to any third party and that should the same be found, the owner shall surrender it to the cooperative. e. A replacement fee shall be charged to the member. f. Any false representation or statement made in the aforesaid affidavit shall be a ground for expulsion from the cooperative.
    • ARTICLE VIII OPERATIONS Section 1. The cooperative is organized to provide its members with quality goods and services requirements and to operate an enterprise that will provide needed goods and services to the members and/or community. In either case, the cooperative shall be operated primarily to ensure efficient and reliable services at competitive prices. Section 2. For purposes of ensuring efficient and reliable service, the cooperative shall accept only qualified persons presently engaged in the same or similar service or persons who can be trained for the technical competence required by services, maintain standards of equality befitting the status of its clientele, exercise close supervision over its members-workers and conduct periodic and continuing to develop the skills and update the competence of its members-workers. Section 3. Loans may be granted to members for providential or productive purposes. Section 4. The cooperative shall mobilize the resources of its members for capital formation toward financing other services needed by them and the community. Section 5. Services over and above profit shall be the overriding consideration of the cooperative in the pursuit of its goals and in the operation of its business.
    • ARTICLE IX ALLOCATION AND DISTRIBUTION OF NET SURPLUS Section 1. Allocation. At the end of the fiscal year, the cooperative shall distribute its net surplus as follows: 1. Reserve Fund. At least ten percent (10%) shall be set aside for Reserve Fund subject to the following rules, provided, that in the first five (5) years of operation after registration, this amount shall not be less than fifty per centum (50%) of the net surplus: i. The reserve fund shall be used for the stability of the Cooperative and to meet net losses in its operations. The General Assembly may decrease the amount allocated to the reserve fund when it has already exceeded the authorized share capital. Any sum recovered on items previously charged to the reserve fund shall be credited to such fund. ii. The reserve fund shall not be utilized for investment, other than those allowed in the Cooperative Code. Such sum of the reserve fund in excess of the authorized share capital may be used at any time for any project that would expand the operations of the cooperative upon the resolution of the general assembly. iii. Upon the dissolution of the cooperative, the reserve fund shall not be distributed among the members. However, the general assembly may resolve: a. To establish usufructuary fund for the benefit of any federation or union to which the cooperative is affiliated; or b. To donate, contribute or otherwise dispose of the amount for the benefit of the community where the cooperative operates. If the member could not decide on the disposition of the reserve fund, the same shall be given to the federation or union to which the cooperative is affiliated. Ten percent (10%) shall be set aside for the reserve fund. 2. Education and Training Fund. Not more than ten percent (10 %) shall be set aside for Education and Training Fund. i. Half of the amount allocated to the education and training fund annually under this subsection may be spent by the cooperative for education and training purposes; while the other
    • half may be remitted to a union or federation chosen by the cooperative or of which it is a member. ii. Upon the dissolution of the cooperative, the unexpended balance of the education and training fund pertaining to the cooperative shall be credited to the cooperative education and training fund of the chosen union or federation. 3. Community Development Fund. At least three percent (3%) shall be used for projects and activities that will benefit the community where the cooperative operates. 4. Optional Fund. Not more than seven percent (7%) shall be set aside for Optional Fund for land and building, and any other necessary fund. Section 2. Version 2 (no limit on interest surplus) Section 2. Interest on Share Capital and Patronage Refund. The remaining net surplus shall be made available to the members in the form of interest on share capital not to exceed the normal rate of return on investment and patronage refunds. Provided, that any amount remaining after the allowable interest and the patronage refund have been deducted shall be credited to the reserved to the reserve fund. The sum allocated for patronage refund shall be made available at the same rate to all patrons of the cooperative in proportion to their individual patronage, provided that: a. In the case of a member patron with paid-up share capital contribution, his/her proportionate amount of patronage refund shall be paid to him/her. Additional share Capital Contributions shall undergo the normal subscription process provided in these By-laws; b. In the case of member patron with unpaid share capital contribution, his/her patronage refund shall be credited to his/her unpaid share capital contribution until it is fully paid. The remaining sum if ever shall be paid to him/her; c. In the case of non-member patron, his/her proportionate amount of patronage refunds shall be credited to the reserve fund or to the education and training fund of the cooperative, at the option of the cooperative.
    • ARTICLE X MISCELLANEOUS Section 1. Investment of Capital. A cooperative may invest its capital in any of the following: 1. In any reputable bank in the locality, or any cooperative; 2. In securities issued or guaranteed by Government; 3. In real state primarily for the use of the cooperative or its members; or 4. In any other manner approved by the general assembly. Section 2. Books of Accounts. The cooperative shall keep and maintain adequate books of account in accordance with generally accepted accounting principle and practices applied consistently from year to year subject however, to the provisions of R.A. 9520 Section 3. Audit. At least once a year, the Board of Directors shall in consultation with the Audit Committee cause the audit of the books of account of the cooperative. Section 4. Annual Report. The cooperative shall make an annual report of its financial affairs to its members at the general assembly together with the audited financial statement. The report and statements 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. Copy of the annual report together with the audited financial statement shall be submitted to the CDA within 60 days from the end of the fiscal year. Section 5. Accounting Systems. Unless otherwise prescribed by the CDA, the cooperative shall adapt the generally accepted accounting procedures and practices, taking into consideration the cooperative principle and practices.
    • ARTICLE XI SETTLEMENT OF DISPUTES Section 1. Mediation and Conciliation Procedures. As deemed practicable, all intra-cooperative disputes shall be settled within the Cooperative. If amicable settlement is not feasible, unless modified or amended by the general assembly, the following rules and procedures shall govern all conciliation processes within the cooperative: 1. Parties to a complaint. The party who files a complaint shall be called the Complainant and the party being charged shall be called the Respondent. 2. Who may file a complaint. Any member who has a cause of action against any member, officer or member of any committee, or of the Board of Directors shall file a written complaint, and in such numbers as there are respondents, to the Secretary of the Conciliation Committee, stating the following: a. Name, address, position in the cooperative and status of membership of the complainant and the respondent/s, if known; b. Brief statement of facts and circumstances which caused the commission or omission of the act complained of; c. Rights violated and evidence or testimony of witnesses; and d. Prayer which shall state the relief sought and such other relief as may be deemed just and equitable. 3. Baseless complaints. Within seven (7) days from receipt of the complaint, the Conciliation Committee shall determine the merit of the complaint. If upon its sound discretion, the complaint is found to be baseless or without merit, it may out rightly dismiss the same and inform the complainants in writing, expressly stating the legal and factual basis of its decision. 4. Valid cause of action. If the complainant states a valid cause of action, the Committee shall forthwith inform in writing the respondent/s, providing him a copy of the complaint, and directing him to submit his answer within ten working (10) days from receipt thereof. The Committee Chairman may upon written request, extend the period within which to file his answer provided that it shall not exceed ten working (10) days.
    • 5. Withdrawal of complaint. At any time before judgment, the Complainant may, in writing, withdraw his complaint or enter into a compromise agreement and the case shall be considered dismissed or settled, as the case may be. 6. Answer. In his answer, the respondent shall specifically admit or deny, or deny only a part of any averment in the complaint. He shall set forth the substance of the matters upon which he relies to support his denial. If he denies only a part of the averment, he shall specify so much of it as it is true and deny the remainder. He may also state that he had no sufficient knowledge as to the truth of a certain matter alleged in the complaint and this shall have the effect of denial. Any averment in the complaint not specifically denied shall be deemed admitted. 7. Preliminary conference. Within seven (7) working days upon receipt of the answer, the Committee shall set a preliminary conference whereby only the parties are invited for possible amicable settlement. If no settlement is made, the Chairman of the committee may, at his discretion or upon the request of either party, set another conference which shall not be later than ten (10) working days. Any party may waive his right to a preliminary conference and instead move in writing for a formal hearing. In which case, the Chairman of the committee shall set a date, time and place of hearing and the Secretary shall notify in writing the parties at least three (3) working days before the date fixed. 8. Manner of hearing. The Committee may adopt any manner of hearing that best serves the purpose of resolving the dispute objectively, fairly and amicably. The Committee shall always exert all possible efforts to settle the disputes or encourage the parties to enter into a compromise agreement. The Committee may schedule a series of hearings until the parties shall have completed the presentation of their respective evidence. After which, it shall decide the case within fifteen (15) working days from the date of the last hearing, categorically stating the legal and factual basis of its decision. 9. Appeal to the Board of Directors. Any party to a controversy may appeal to the Board of Directors
    • within fifteen (15) working days from receipt of a copy of the decision. After the expiration of the period to appeal, the decision of the committee shall become final and executory and can no longer be reopened, except when the appealing party can show proof that the decision is patently erroneous or obtained through fraud, accident, mistake and gross negligence, or the Committee has committed grave abuse of discretion. 10. Decision of the Board. Within thirty (30) working days from receipt of the records of the case, the Board of Directors, constituting a quorum, shall review and decide the case, specifically stating the reasons and basis of its decision. The parties may be summoned to appear before the Board of Directors to clarify certain matters, or to submit additional evidence. 11. Appeal to the General Assembly. The decision of the Board of Directors may be appealed to the general assembly whose decision shall be final, save those reserved to the adjudicatory powers of the Cooperative Development Authority as provided under the Cooperative Code of the Philippines and other existing rules and laws. Section 2. Disputes Involving Members of the Conciliation Committee and Board of Directors. If one of the parties to a controversy is a member of the Conciliation Committee, the chairman shall endorse the case to the Board of Directors who shall resolve the case following the procedures prescribed in the preceding section. If one or both parties are members of the Board of Directors and the Conciliation Committee, the Chairman of the committee shall communicate in writing such fact to the Chairman of the Board of Directors who shall forthwith call a special board meeting to form a five-man Special Conciliation Committee, consisting of the heads of Audit and Election Committees, the Secretary and one representative of each party. The special committee shall convene immediately and after electing from among themselves the Chairman, Vice-Chairman and the Secretary, proceed to resolve the case in accordance with the procedures prescribed in the preceding section. The committee shall automatically cease to exist upon the final resolution of the controversy.
    • ARTICLE XII AMENDMENTS Section 1. Amendments – Amendment to the Article of Cooperation and these by-laws may be adopted by two third (2/3) vote of the members in good standing present at any annual or special general assembly called for the purpose. The amendments shall take effect upon receipt by the cooperative of the corresponding Certificate of Registration issued by the Cooperative Development Authority. Voted and adopted during the special general assembly on _______________________________________________ in ______________________________________________. We, the undersigned, constituting a majority of the Board of Directors of the BIRMINGHAM VILLAGE HOMEOWNERS DEVELOPMENT COOPERATIVE do hereby certify the foregoing instrument is the code of by-laws of the Cooperative. ______________________________ _____________________________ Chairman Vice- Chairman ______________________________ _____________________________ Director Director ______________________________ _____________________________ Director Director ______________________________ _____________________________ Director Director ______________________________ Director
    • ARTICLES OF COOPERATION OF THE BIRMINGHAM VILLAGE HOMEOWNERS DEVELOPMENT COOPERATIVE KNOW ALL MEN BY THESE PRESENTS: We, the undersigned, Filipino citizens and residents of the Philippines, have on this day voluntarily associated ourselves, for the purpose of forming a primary multi-purpose cooperative under the laws of the Philippines, more particularly RA. 9520. AND WE HEREBY CERTIFY: ARTICLE I NAME OF THE COOPERATIVE That the name of the cooperative shall be: BIRMINGHAM VILLAGE HOMEOWNERS DEVELOPMENT COOPERATIVE ARTICLE II OBJECTIVES AND PURPOSES That the objectives and purposes for which this cooperative is formed are: 1.To encourage thrift and savings mobilization among the members for capital formation. 2.To create funds in order to grant loans for productive and providential purposes to its members. 3.To provide goods, services and other needs of its members. 4.To provide the members with equal opportunities to serve and be served efficiently and effectively. 5.To strengthen every member’s spirit of cooperation and unity through active participation, continuous patronage and assumption of responsibility in both business and non-business affairs of the cooperative. 6.To value every individual member as a significant part of the cooperative and maximize his/her capacity for the advancement through self-help and mutual help.
    • 7.To provide continuous education and training of members for the involvement of their social and economic well-being. 8.To work with the cooperative movement, nongovernment/government organizations/entities in the promotion and development of cooperatives and in carrying out government policies. 9.To distribute the benefits on the basis of contribution, participation, and patronage. 10. To undertake other activities for the effective and efficient implementation of the provisions of the Cooperative Code. ARTICLE III GOALS That the goals of this cooperative is to help improve the quality of life of its members and in furtherance thereto shall aim: 1. 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. To provide optimum social and economic benefits to its members; 3. To teach members efficient ways of doing things in a cooperative manner; 4. To propagate cooperative practices and new ideas in business and management; 5. To 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 socioeconomic development under a truly just and democratic society; 7. To institutionalize a dynamic savings mobilization and capital buildup 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 That the powers, rights and capacities of this cooperative are those prescribed under Article 9 of Republic Act 9520. 1. 2. 3. 4. To the exclusive use of its registered name; To sue and be sued; Of succession; To amend its articles of cooperation in accordance with the provisions of RA 9520; 5. To adopt by-laws not contrary to law, morals or public policy, and to amend and repeal the same in accordance with RA 9520; 6. To purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage, and otherwise deal with such real and personal property as the transaction of the lawful affairs of the cooperative may reasonably and necessarily require, subject to the limitations prescribed by law and the Constitution; 7. To enter into division, merger, or consolidation, as provided under RA 9520; 8. To form subsidiary cooperatives and join federations or unions, as provided in this Code; 9. To avail of loans, be entitled to credit and to accept and receive grants, donations and assistance from foreign and domestic sources subject to the conditions of said loans, credits, grants, donations or assistance that will not undermine the autonomy of the cooperative. The Authority, upon written request, shall provide necessary assistance in the documentary requirements for the loans, credit, grants, donations and other financial support; 10. To avail preferential rights granted to cooperatives under RA 7160, otherwise known as the Local Government Code, and other laws, particularly those in the grant of franchises to establish, construct, operate and maintain ferries, wharves, markets or slaughters houses and to lease public utilities, including access to extension and on-site research services and facilities related to agriculture and fishery activities; and 11. To exercise such other powers granted under RA 9520 or necessary to carry out its purposes as stated in this articles of cooperation. For the purpose of attaining or furthering any or all of the objectives and purposes herein stated, to do any other act and to exercise any other power which a natural person could do and exercise and which now or hereafter may be authorized by law.
    • 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 AND FIELD OF MEMBERSHIP That the common bond of membership of this Cooperative is RESIDENTIAL and, shall be open to all natural persons who are all Filipino citizen, of legal age, Residents of Birmingham Village, Pulo, Cabuyao, Laguna, Homeowners and their relatives, awardees, tenants, former homeowner/lot buyer and natural persons in direct relationship and/or engagement with the Village; with the capacity to contract and possess all the qualifications and none of the disqualifications provided for in the By-laws and this Articles of Cooperation; provided that they: 1. Pledge to fulfill the responsibilities of members; 2. Complete the prescribed pre-membership education seminar; and 3. Use or anticipate to use the services of the cooperative. ARTICLE VII AREA OF OPERATION That the area of operation of this cooperative shall be in THE CITY OF CABUYAO, LAGUNA and its principal office shall be located or established at the _________________________________.
    • ARTICLE VIII NAMES, CITIZENSHIP AND ADDRESSES OF COOPERATORS That the names, citizens and addresses of the cooperators are as follows: NAME 1. Person no. 1 2. Person no. 1 3. Person no. 1 4. Person no. 1 5. Person no. 1 6. Person no. 1 7. Person no. 1 8. Person no. 1 9. Person no. 1 10. Person no. 1 11. Person no. 1 12. Person no. 1 13. Person no. 1 14. Person no. 1 15. Person no. 1 16. Person no. 1 17. Person no. 1 18. Person no. 1 19. Person no. 1 POSTAL ADDRESS B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo,
    • 20. Person no. 1 21. Person no. 1 22. Person no. 1 23. Person no. 1 24. Person no. 1 25. Person no. 1 26. Person no. 1 27. Person no. 1 28. Person no. 1 29. Person no. 1 30. Person no. 1 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 B16 L 74 Birmingham Village, Cabuyao, Laguna 4024 Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, Pulo, 31. Person no. 1 32. 33. ARTICLE IX BOARD OF DIRECTORS That the number of directors of this cooperative shall be NINE (9) and the names, citizenships, residences of these directors who are to serve until their successors are elected and qualified as provided in the by-laws are: NAME 1. 2. 3. 4. 5. 6. 7. 8. 9. Person Person Person Person Person Person Person Person Person no. no. no. no. no. no. no. no. no. 1 1 1 1 1 1 1 1 1
    • ARTICLE X CAPITALIZATION That the authorized share capital of the cooperative is ONE MILLION PESOS (Php 1,000,000.00) and said capital is divided into 10,000 common shares with a par value of ONE HUNDRED (Php 100) per share. ARTICLE 9 SUBSCRIBED CAPITAL AND PAID-UP That the authorized share capital is ONE MILLION PESOS (Php 1,000,000.00), TWO HUNDRED AND FIFTY THOUSAND (Php 250,000.00) has been subscribed and the amount paid on such subscription is SIXTY-TWO THOUSAND AND FIVE HUNDRED (Php 62,500.00) and that the following members have subscribed and paid for the number of shares and the amount of share capital set out. BE IT KNOWN THAT: __________________ has been appointed as Treasurer of the cooperative and is expected to act as such until her successor is duly appointed and qualified in accordance with the by-laws and that as the Treasurer; she is authorized to receive for the cooperative and to issue receipts in the name of the Cooperative for all subscriptions/shares paid in by the subscriber-members. IN WITNESS WHEREOF, we have hereunto set our hands this 1st day of August, 2003 at Dasmariñas, Cavite.
    • Names and Signatures of Cooperators NAME OF MEMBERS SIGNATURE OF MEMBERS 1. SGD. 2. SGD. 3. SGD. 4. SGD. 5. SGD. 6. SGD. 7. SGD. 8. SGD. 9. SGD. 10. SGD. 11. SGD. 12. SGD. 13. SGD. 14. SGD. 15. SGD. 16. SGD. 17. SGD. 18. SGD. 19. SGD. 20. SGD. 21. SGD. 22. SGD. 23. SGD. 24. SGD. 25. SGD.
    • TREASURER’S AFFIDAVIT Republic of the Philippines: Laguna / City of Cabuyao s.s. I, ______________________________ accordance with law depose and say: after being duly sworn in That I as the duly elected Treasurer of the BIRMINGHAM VILLAGE HOMEOWNERS DEVELOPMENT COOPERATIVE, and act as such until my successor shall have been elected and qualified in accordance with the By-Laws of the cooperative; That as such Treasurer, I am authorized to receive for the Cooperative all membership fees and subscriptions paid in by the members; That the authorized share capital is One Million Pesos (Php 1,000,000.00), Two Hundred and Fifty Thousand Pesos (Php 250,000.00) has been subscribed and the amount paid on such subscription is Sixtytwo Thousand and Five Hundred Pesos (Php 62,500.00) has been actually paid to me in trust and received by me for the benefit and to the cooperative and that at least 25% of the authorized share capital has been subscribed and at least 25% of the subscription has been actually paid to me and that the total membership fees paid is Twenty Thousand Pesos (Php 20,000). Treasurer’s Name Treasurer SUBSCRIBED AND SWORN TO before me this ___ day of _______ at Dasmariñas City, affiant exhibiting to me her Residence Certificate no. ___________ issued on __________________ at City of Cabuyao. ____________________________ NOTARY PUBLIC Until December 20_____ Doc. No. ____________________ Page No. ____________________ Book No. ____________________ Series of 20________