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Laboratory Cooperative Article of Cooperation and By Laws Template


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Laboratory Cooperative Article of Cooperation and By Laws Template

  1. 1. Revised March2012Page 1 of 24ARTICLES OF COOPERATIONOf____________________________________________KNOW ALL MEN BY THESE PRESENTS:We, Filipino citizens, minor and residents of the Philippines, havevoluntarily agreed to organize a laboratory cooperative, under Republic Act No.9520 and its Implementing Rules and Regulations.AND WE HEREBY CERTIFY:Article IName of the CooperativeThat the name of this Laboratory Cooperative shall be“______________________________________________________________________Laboratory Cooperative”.Article IIPurpose(s)That the purpose/s for which this Laboratory Cooperative is organizedis/are:1. To serve as a training ground for its members to prepare them formembership in regular cooperatives.2. To teach the value of thrift and savings mobilization among its members.3. To instill cooperative values, principles, financial discipline andleadership skills among its members.4. To promote and advance Filipino social and cultural values, ecologicalawareness and sustainable development.Article IIITerm of ExistenceThat the term for which this Cooperative shall exist is _________ ( ) yearsfrom the date of its recognition with the Cooperative Development Authority.Article IVArea of OperationsThis Laboratory Cooperative shall recruit its members within ___________.Its principal office shall be located at ________________________________________.Furthermore, the laboratory cooperative is affiliated with_________________________________________________________________________withaddress at __________________________________________________________________________________________________________________________________________.
  2. 2. Revised March2012Page 2 of 24Article VName, Birthdates and Postal Addresses of Minor CooperatorsThat the name and complete postal address of the cooperators are asfollows:NAME BIRTHDATE POSTAL ADDRESS123456789101112131415Article VIAuthorized Officers of the Laboratory Cooperativeand Incumbent Board of Directors of its Guardian CooperativeThat the names and postal addresses of the Authorized Officers of thisLaboratory Cooperative are the following:Name Postal Address1. the names and postal addresses of the incumbent Board ofDirectors of the Guardian Cooperative are the following:
  3. 3. Revised March2012Page 3 of 24Name Postal Address1. VIIShare CapitalThat, the Paid-up Share Capital of this Laboratory Cooperative is______________________________PESOS (Php__________), contributed by thefollowing:NAMEAMOUNT OF PAID-UPSHARE CAPITAL123456789101112131415BE IT KNOWN THAT:__________________________ has been elected as Treasurer of this LaboratoryCooperative to act as such until her/his successor shall have been dulyappointed and qualified in accordance with the by-laws. As such Treasurer,he/she is authorized to receive payments and issue receipts for membershipfees, share capital and other revenues.IN WITNESS WHEREOF, we have hereunto affixed our signaturesopposite our names this ________ day of _______ in _______________, Philippines.NAME AND SIGNATURE OF THE AUTHORIZED OFFICERS AND THEINCUMBENT BOARD OF DIRECTORS OF THE GUARDIAN COOPERATIVE
  4. 4. Revised March2012Page 4 of 24NameSignature123456789101112131415SIGNED IN THE PRESENCE OF:____________________________ ____________________________Signature Over Printed Name Signature Over Printed Name
  5. 5. Revised March2012Page 5 of 24ACKNOWLEDGMENTRepublic of the Philippines )Prov./City/Mun. of __________________) S.S.Before me, a Notary Public for and in the Province/City/Municipality of_______________________ on this ________ day of _________________, 20__ thefollowing persons personally appeared with their proof of identity as indicatedopposite their respective names:Name ofCooperatorsProof ofIdentityDateissuedDate of Expiration Place ofIssuanceAll known to me to be the same persons who executed the foregoingArticles of Cooperation, and acknowledged to me that the same is their free willand voluntary deed.This instrument known as Articles of Cooperation consists of ______pages including this page where the acknowledgment is written signed by theparties and their instrumental witnesses on each and every page thereof.WITNESS my hand and seal this day and place first above mentioned.Notary PublicDoc. No. : ____________Page No.: _____________Book No.: _____________Series of _____________
  6. 6. Revised March2012Page 6 of 24TREASURER’S AFFIDAVITRepublic of the Philippines )Prov./City/Mun. _________________) S.S.x--------------------------------------------xI, __________________________________________ after having been dulysworn to in accordance with law, do hereby depose and say:1. That I am the duly elected Treasurer of the___________________________________________________________________________ GUARDIAN Cooperative to act as such until my successor shall havebeen appointed and qualified in accordance with the By-laws of theCooperative;2. That as such, the paid-up share capital of this Guardian Cooperative is___________________________________________ (Php _______ )3. That I have actually received the total paid-up share capital andcontribution of minor laboratory cooperative members in the amount of____________________________________________________________(PhP _________________.IN WITNESS WHEREOF, I have hereunto affixed my signature this___________ day of ______________, in ________________, Philippines.__________________AffiantSUBSCRIBED AND SWORN TO before me this ___________ day of______________, in ________________, Philippines, by _______________________ who exhibitedto me his/her Proof of Identity ___________ issued on ___________________, in______________________, Philippines.Notary PublicDoc. No. ________Page No. ________Book No. ________Series of ________
  7. 7. Revised March2012Page 7 of 24BY-LAWS OF____________________________________________________________KNOW ALL MEN BY THESE PRESENTS:We, Filipino citizens, minors, and residents of the Philippines, uponconformity or our Guardian Laboratory cooperative, have voluntarily agreed toadopt the following code of By-laws.Article IPurpose(s)The purpose/s and goals of this Laboratory Laboratory cooperative arethose set forth in its Articles of Cooperation.Article IIMembershipSection 1. Membership. A member is one who has complied with all themembership requirements and entitled to all the rights and privileges ofmembership.Section 2. Qualification for Membership - The membership of thisLaboratory Laboratory cooperative is open to all natural persons, minor,Filipino citizen, and within the field of membership described as follows:_______________________________________________________________________________________________________________Section 3. Requirements for Membership.A member must have complied with the following requirements:a. Approved application for membership;b. Must not be over eighteen (18) years of age;c. Certificate of Attendance of the Authorized Officers OrientationSeminar;d. Must secure written consent of his/her parents or guardian to jointhe laboratory laboratory cooperative;e. Paid the required minimum share capital and membership fee; andf. ____________________________________________________________Section 4. Application for Membership. An applicant for membership shallfile a duly accomplished form to the Authorized Officers who shall act upon theapplication within _________ (_____) days from the date of filing. The AuthorizedOfficers shall devise a form for the purpose which shall, aside from thepersonal data of the applicant, include the duties of a member to participate inall programs including but not limited to capital build-up and savingsmobilization of the Laboratory Laboratory cooperative and, such otherinformation as may be deemed necessary.The application form for membership shall include an undertaking touphold the By-laws, policies, guidelines, rules and regulations promulgated byAuthorized Officers and the general assembly.
  8. 8. Revised March2012Page 8 of 24Section 5. Appeal. An applicant whose application was denied by theAuthorized Officers may appeal to the general assembly by giving notice to theSecretary of the Laboratory Laboratory cooperative within thirty (30) daysbefore the next General Assembly Meeting, whose decision on the matter shallbe final.Section 6. Minimum Share Capital Requirement. An applicant formembership shall pay the amount of at least ______________ (____)uponapproval of his/her membership.Section 7. Duties and Responsibilities of a Member. Every member shallhave the following duties:a. Participate in the capital build-up and savings mobilization activitiesof the Laboratory Cooperative;b. Patronize the Laboratory Cooperative’s businesses and services;c. Participate in the membership education programs;d. Attend and participate in the deliberation of all matters taken duringgeneral assembly meetings;e. Observe and obey all lawful orders, decisions, rules and regulationsadopted by the Authorized Officers and the general assembly; andf. Promote the purposes and goals of the Laboratory Cooperative, thesuccess of its business, the welfare of its members and the laboratorycooperative movement in general.Section 8. Rights and Privileges of Members. A member shall have thefollowing rights and privileges:a. Attend during general membership meetings;b. Avail himself of the services of the Laboratory cooperative, subjectto certain conditions as may be prescribed by the AuthorizedOfficers;c. Inspect and examine the books of accounts, the minutes books,the share register, and other records of the Laboratory Cooperativeduring reasonable office hours;d. Secure copies of Laboratory Cooperative records/documentspertaining to the account information of the requesting member;ande. Such other rights and privileges as may be granted by the GeneralAssembly.Section 9. Member Entitled to Vote. Any member who meets the followingconditions is a member entitled to vote:a. Paid the membership fee and the value of the minimum sharesrequired for membership;b. Not delinquent in the payment of his/her obligations and otheraccounts;c. Not violated any provision of the laws, rules and regulations,Articles of Cooperation and this By-laws, and the decisions,guidelines, policies promulgated by the Authorized Officers and thegeneral assembly;d. Completed the continuing education program prescribed in thisBy-laws; ande. Participated in the affairs of the Laboratory Cooperative includingthe Capital Build-Up Program and patronized its businesses inaccordance with the Laboratory Cooperative’s policies andguidelines.
  9. 9. Revised March2012Page 9 of 24Failure of the member to meet any of the above qualifications shall meanloss of right to vote as declared by the Authorized Officers.Section 10. Rights of Member Entitled to Vote. A member entitled to vote shallhave the following rights:a. Participate and vote on all matters deliberated upon during generalassembly meetings;b. Hold any elective or appointive position in the LaboratoryCooperative;c. Avail of himself of the services of the Laboratory Cooperative,subject to certain conditions as may be prescribed by theAuthorized Officers;d. Inspect and examine the books of accounts, the minutes books,the share register, and other records of the Laboratory Cooperativeduring reasonable office hourse. Participate in the continuing education and other trainingprograms of the Laboratory Cooperative; andf. Such other rights and privileges as may be provided by the GeneralAssembly.Section 11. Termination of Membership. Termination of membership may beautomatic, voluntary or involuntary, which shall have the effect ofextinguishing all rights of a member in the Laboratory Cooperative, subject torefund of share capital contribution under Section 13 hereof.a. Automatic Termination of Membership. The death or insanity of amember shall be considered an automatic termination of his/hermembership in the Laboratory Cooperative.b. Voluntary Termination. A member may, for any valid reason, withdrawhis/her membership from the Laboratory Cooperative by giving a sixty(60) day notice to the Authorized Officers.c. Involuntary Termination. A member may be terminated by a vote ofthe majority of all the members of the Authorized Officers for any of thefollowing causes:i. Has not patronized the services/businesses of the LaboratoryCooperative as provided for in the policies approved by the generalassembly;ii. Has continuously failed to comply with his/her obligations asprovided for in the policies approved by the general assembly;iii. Has violated any provision of this By-laws and the policiespromulgated by the Authorized Officers as approved by the generalassembly; andiv. For any act or omission injurious or prejudicial to the interest or thewelfare of the Laboratory Cooperative.Section 12. Manner of Involuntary Termination. The Authorized Officersshall notify in writing the member who is being considered for termination andshall give him/her the opportunity to be heard.The decision of the Authorized Officers is appealable to the generalassembly.Section 13. Refund of Share Capital Contribution. A member whosemembership is terminated shall be entitled to a refund of his/her share capitalcontribution and all other interests in the Laboratory Cooperative.However, such refund shall not be made if upon payment the value of theassets of the Laboratory Cooperative would be less than the aggregate amount
  10. 10. Revised March2012Page 10 of 24of its debts and liabilities exclusive of his/her share capital contribution. Inwhich case, the terminated member shall continue to be entitled to the interestof his/her share capital contributions, to receive patronage refund during thetime of his membership and the use of the services of the LaboratoryCooperative until such time that all his/her interests in the LaboratoryCooperative shall have been duly paid. Upon the acceptance of his/herwithdrawal or approval of his/her termination, however, he/she losses his/herright to attend, participate and vote in any meeting of the Authorized Officersor the general assembly.ARTICLE IIIAdministrationSection 1. The General Assembly (GA). The general assembly is composed ofall the members entitled to vote, duly assembled and constituting a quorumand is the highest policy-making body of the Laboratory Cooperative.Section 2. Powers of the General Assembly. Subject to the pertinentprovisions of the Laboratory Cooperative Code and the rules issued thereunder,the general assembly shall have the following exclusive powers which cannot bedelegated:a. To determine and approve amendments to the Laboratory CooperativeArticles of Cooperation and By-laws;b. To elect or appoint the Authorized Officers, and to remove them forcause;c. To approve developmental plans of the Laboratory Cooperative.Section 3. Meetings. Meetings of the general assembly and/or AuthorizedOfficers may be regular or special. It shall refer to all proceedings andbusinesses undertaken at any meeting of the general assembly and/orAuthorized Officers.Section 4. Regular General Assembly Meeting. The General Assembly shallhold its annual regular meeting at the principal office of the LaboratoryCooperative within ninety (90) days after the close of its calendar year.Section 5. Special General Assembly Meeting. The Authorized Officers maycall a special general assembly meeting at any time to consider urgent mattersrequiring immediate membership decision. The Authorized Officers mustlikewise call a special general assembly meeting within one (1) month fromreceipt of a written request from:a. at least ten percent (10%) of the total number of members entitled to vote;b. Order of the Guardian Laboratory cooperative; orc. upon Order of the Laboratory cooperative Development Authority.Section 6. Notice of Meeting. All notices of meetings shall be in writing andshall include the date, time, place, and agenda thereof stated therein.a. Regular General Assembly Meeting. Notice of the annual regular generalassembly meeting shall be served by the Secretary, personally or his/herduly authorized representative, by registered mail, or by electronic meansto all members of record at his/her last known postal address, or byposting or publication, or through other electronic means, at least one (1)week before the said meeting. It shall be accompanied with an agenda,minutes of meeting of the last general assembly meeting, consolidatedreports of the Authorized Officers and Committees, audited financial
  11. 11. Revised March2012Page 11 of 24statements, and other papers which may assist the members tointelligently participate in the proceedings.b. Special General Assembly Meeting. Notice of any special generalassembly meeting shall be served by the Secretary personally or his/herduly authorized representative, by registered mail, or by electronic meansupon each members who are entitled to vote at his/her last known postaladdress, or by posting or publication, or through other electronic means,at least one (1) week before the said meeting. It shall state the purposeand, except for related issues, no other business shall be consideredduring the meeting.Section 7. Order of Business. As far as practicable, the order of business ofthe Laboratory Cooperative shall be in accordance with the policiespromulgated by the Laboratory Cooperative.Section 8. Quorum for General Assembly Meeting. During regular or specialgeneral assembly meeting, at least twenty five percent (25%)of the total numberof members entitled to vote shall constitute a quorum.Section 9. Voting System. Only members entitled to vote shall be qualified toparticipate and vote in any general assembly meeting. A member is entitled toone vote only regardless of the number of shares he/she owns.Election or removal of Authorized Officers shall be by secret ballot. Actionon all matters shall be in any manner that will truly and correctly reflect thewill of the membership. No proxy and/or cumulative voting shall be allowed.ARTICLE IVAuthorized OfficersSection 1. Composition of the Authorized Officers. The Authorized Officersshall be composed of _______ ( ) members.Section 2. Functions and Responsibilities. The Authorized Officers shall havethe following functions and responsibilities:a. Provide general policy direction;b. Formulate the strategic development plan;c. Determine and prescribe the organizational and operational structure;d. Review the Annual Plan and Budget and recommend for the approvalof the GA;e. Establish policies and procedures for the effective operation andensure proper implementation of such;f. Appoint the members of the Mediation/ Conciliation and EthicsCommittees and other Officers as specified in the Code and laboratorycooperative By-laws;g. Declare the members entitled to vote;h.Decide election related cases involving the Election Committee and itsmembers;i. Act on the recommendation of the Ethics Committee on cases involvingviolations of Code of Governance and Ethical Standards; andj. Perform such other functions as may be prescribed in the By-laws orauthorized by the GA.Section 3. Qualifications. A member shall be elected or to continue as suchmember of the Authorized Officers provided he/she possesses the followingqualifications:a. Has the right to vote;
  12. 12. Revised March2012Page 12 of 24b. Has paid the minimum capital requirement;c. Have continuously patronized the laboratory cooperative services;d. Of good moral character and other qualifications prescribed in theIRR or other issuances of the Authority; andSection 4. Disqualifications. Any member who is under any of the followingcircumstances shall be disqualified to be elected as a member of the AuthorizedOfficers or any committee, or to continue as such:a. Shall not hold other position in the Laboratory Cooperative;b. Having direct or indirect personal interest with the business of theLaboratory Cooperative;c. Having been absent for three (3) consecutive meetings or in morethan fifty percent (50%) of all meetings within the twelve (12) monthperiod unless with valid excuse as approved by the AuthorizedOfficers.Section 5. Election of Authorized Officers. The members of the AuthorizedOfficers shall be elected by secret ballot by members entitled to vote during theannual regular general assembly meeting or special general assembly meetingcalled for the purpose. Unless earlier removed for cause, or have resigned orbecome incapacitated, they shall hold office for a term of one (1) year or untiltheir successors shall have been elected and qualified.Section 6. Election of Officer within the Authorized Officers. TheAuthorized Officers shall convene within ten (10) days after the generalassembly meeting to elect by secret ballot from among themselves theChairperson and the Vice-Chairperson, and to elect or appoint the Secretaryand Treasurer from outside of the Authorized Officers.For committees elected by the General Assembly and/or appointed by theAuthorized Officers, procedural process of electing the Chairperson, Vice-Chairperson or other positions among themselves should be in accordance withthe process mentioned above.Section 7. Meeting of the Authorized Officers. The regular meeting of theAuthorized Officers shall be held at least once a month. However, theChairperson or majority of the directors may at any time call a specialAuthorized Officers meeting to consider urgent matters. The call shall beaddressed and delivered through the Secretary stating the date, time and placeof such meeting and the matters to be considered. Notice of regular andspecial meetings of the Authorized Officers, unless dispensed with, shall beserved by the Secretary in writing or through electronic means to each directorat least two (2) days before such meeting.Majority of the total number of Authorized Officers constitutes a quorumto transact business. Any decision or action taken by the majority members ofthe Authorized Officers in a meeting duly assembled shall be a valid laboratorycooperative act.Section 8. Vacancies. Any vacancy occurring in the Authorized Officers byreason of death, incapacity, removal or resignation may be filled-up by amajority vote of the remaining Authorized Officers, if still constituting aquorum; otherwise, such vacancy shall be filled by the general assembly in aregular or special meeting called for the purpose. The elected officer shall serveonly for the unexpired term of his/her predecessor in office.
  13. 13. Revised March2012Page 13 of 24If a vacancy occurs in any elective committee it shall be filled bythe remaining members of the said committee, if still constituting a quorum,otherwise, the Authorized Officers, in its discretion, may appoint or hold aspecial election to fill such vacancy.Section 9. Removal of Members of the Authorized Officers and CommitteeMembers. All complaints for the removal of any elected officer shall be filedwith the Authorized Officers and such officer shall be given the opportunity tobe heard. Majority of the Authorized Officers may place the officer concernedunder preventive suspension pending the resolution of the investigation. Uponfinding of a prima facie evidence of guilt, the Authorized Officers shall presentits recommendation for removal to the general assembly. For this purpose, theAuthorized Officers shall provide policy on suspension. An elective officer maybe removed by three-fourths (¾) of the regular members present andconstituting a quorum, in a regular or special general assembly meeting calledfor the purpose. The officer concerned shall be given the opportunity to beheard at said assembly.In cases where the officers sought to be removed consist of the majorityof the Authorized Officers at least 10% of the members with voting rights mayfile a petition with the CDA upon failure of the Authorized Officers to call anassembly meeting to commence the proceeding for their removal. The decisionof the GA on the matter is final and executory.An officer appointed by the Authorized Officers may be removed fromoffice for cause by a majority vote of all the members of the Authorized Officers.Section 10. Powers and Duties of the Authorized Officers. AuthorizedOfficers shall be responsible for the strategic planning, direction-setting andpolicy-formulating activities of the Laboratory Cooperative.ARTICLE VCommittees of the Laboratory CooperativeSection 1. Audit Committee. An Audit Committee is hereby created and shallbe composed of three (3) members to be elected during a general assemblymeeting and shall hold office for a term of one (1) year or until their successorsshall have been elected and qualified. Within ten (10) days after their election,they shall elect from among themselves a Chairperson, Vice-Chairperson and aSecretary. No member of the committee shall hold any other position withinthe Laboratory Cooperative during his/her term of office. The Committee shallprovide internal audit service, maintain a complete record of its examinationand inventory. The Committee shall provide internal audit service, maintain acomplete record of its examination and inventory. The audit committee shallbe directly accountable and responsible to the General Assembly. It shall havethe power and duty to continuously monitor the adequacy and effectiveness ofthe Laboratory Cooperatives management control system and audit theperformance of the laboratory cooperative and its various responsibilitycenters.Section 2. Functions and Responsibilities. The Audit Committee shall:a. Monitor the Laboratory Cooperative’s management and control system;b. Audit the performance of the Laboratory Cooperative;c. Review continuously and periodically the books of account and otherfinancial records to ensure that these are in accordance with thelaboratory cooperative principles & generally accepted accountingprocedures;
  14. 14. Revised March2012Page 14 of 24d. Submit reports on the results of the internal audit and recommendnecessary changes on policies and other related matters on operation tothe Authorized Officers and the GA;e. Recommend or petition to the Authorized Officers the conduct of specialgeneral assembly when necessary; andf. Perform such other functions as may be prescribed in the By-laws orauthorized by the GA.Section 3. Election Committee. An Election Committee is hereby created andshall be composed of three (3) members to be elected during a general assemblymeeting and shall hold office for a term of one (1) year or until their successorsshall have been elected and qualified. Within ten (10) days after their electionthey shall elect from among themselves a Chairperson, Vice-Chairperson and aSecretary. No member of the committee shall hold any other position withinthe Laboratory Cooperative during his/her term of office.Section 4. Functions and Responsibilities. The Election Committee shall:a. Formulate election rules and guidelines, and recommend to the GA forapproval;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 Authorized Officers, for approval of the GA;d. Supervise the conduct, manner and procedure of election and otherelection 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 theElection Committee or its members, andh. Perform such other functions as prescribed in the By-laws or authorizedby the GA.Section 5. Education and Training Committee. An Education and TrainingCommittee is hereby created and shall be composed of three (3) members to beappointed by the Authorized Officers and shall serve for a term of one (1) year,without prejudice to their reappointment. Within ten (10) days after theirappointment, they shall elect from among themselves a Vice-Chairperson and aSecretary. Except for the Vice-Chairperson of the Authorized Officers nomember of the Committee shall hold any other position within the Laboratorycooperative during his/her term of office.The committee shall be responsible for the planning and implementationof the information, educational and human resource development programs ofthe Laboratory cooperative for its members, officers and the communitieswithin its area of operation.Section 6. Functions and Responsibilities. The Education and TrainingCommittee shall:a. Keep members, officers, staff well-informed regarding the LaboratoryCooperative’s goals/objectives, policies & procedures, services, etc.;b. Plan and implement educational program for coop members, officers andstaff;c. Develop promotional and training materials for the LaboratoryCooperative; andd. Conduct/Coordinate training activities.Section 7. Mediation and Conciliation Committee. A Mediation andConciliation Committee is hereby created and shall be composed of three (3)
  15. 15. Revised March2012Page 15 of 24members to be appointed by the Authorized Officers. Within ten (10) days aftertheir appointment, they shall elect from among themselves a Chairperson,Vice-Chairperson and a Secretary who shall serve for a term of one (1) year oruntil successors shall have been appointed and qualified. No member of theCommittee shall hold any other position in the Laboratory Cooperative duringhis/her term of office.Section 8. Functions and Responsibilities. The Mediation and ConciliationCommittee:a. Implement the Conciliation-Mediation Program developed by theGuardian Laboratory Cooperative;b. Monitor Conciliation-Mediation program and processes;c. Accept and file mediation and conciliation reports prepared by themediator;d. Submit recommendations to the Authorized Officers of the GuardianLaboratory cooperative for improvements of the mediation-conciliationprograms;e. Issue the Certificate of Non-Settlement; andf. Perform such other functions as may be prescribed in the By-laws orauthorized by the GA.Section 9. Ethics Committee. An Ethics Committee is hereby created andshall be composed of three (3) members to be appointed by the AuthorizedOfficers. Within ten (10) days after their appointment, they shall elect fromamong themselves a Chairperson, Vice-Chairperson and a Secretary who shallserve for a term of one (1) year or until successors shall have been appointedand qualified. No member of the Committee shall hold any other position inthe Laboratory Cooperative during his/her term of office.Section 10. Functions and Responsibilities. The Ethics Committee shall:a. Implement the Code of Governance and Ethical Standard developed bythe Guardian Laboratory cooperative to be observed by the members,officers and employees of the Laboratory subject to the approval of theAuthorized Officers and ratification of the general assembly (GA);b. Disseminate, promote and implement the approved Code of Governanceand Ethical Standards;c. Monitor compliance with the Code of Governance and Ethical Standardsand recommend to the Authorized Officers measures to address the gap,if any;d. Conduct initial investigation or inquiry upon receipt of a complaintinvolving Code of Governance and Ethical Standards and submit reportto the Authorized Officers together with the appropriate sanctions;e. Recommend ethical rules and policy to the Authorized Officers;f. Perform such other functions as may be prescribed in the By-laws orauthorized by the GA.Section 11. Other Committees. By a majority vote of all its members, theAuthorized Officers may form such other committees as may be deemednecessary for the operation of the Laboratory Cooperative.
  16. 16. Revised March2012Page 16 of 24ARTICLE VIOfficers and Management Staffof the Laboratory CooperativeSection 1. Officers and their Duties. The officers of the LaboratoryCooperative shall include the Members of the Authorized Officers, Members ofthe Different Committees created by the General Assembly, General Manager orChief Executive Officer, Secretary, Treasurer and members holding otherpositions as may be provided for in this By-laws, shall serve according to thefunctions and responsibilities of their respective offices as follows:a. Chairperson – The Chairperson shall:i. Set the agenda for Authorized Officers meetings in coordination withthe other members of the Authorized Officers;ii. Preside over all meetings of the Authorized Officers and of thegeneral assembly;iii. Perform such other functions as may be authorized by theAuthorized Officers or by the GA.b. Vice-Chairperson – the Vice-Chairperson shall:i. Perform all the duties and responsibilities of the Chairperson in theabsence of the latter;ii. Act as Ex-Officio Chairperson of the Education and TrainingCommittee; andiii. Perform such other duties as may be delegated by the AuthorizedOfficers.c. Treasurer – The Treasurer shall:i. Ensure that all cash collections are deposited in accordance with thepolicies set by the Authorized Officers;ii. Have custody of all funds, securities, and documentations relating toall assets, liabilities, income and expenditures;iii. Monitor and review the financial management operations of theLaboratory Cooperative, subject to such limitations and control asmay be prescribed by Authorized Officers;iv. Maintain full and complete records of cash transactions;v. Maintain a Petty Cash Fund and Daily Cash Position Report; andvi. Perform such other functions as may be prescribed in this By-lawsd. Secretary – The Secretary shall:i. Keep an updated and complete registry of all members;ii. Prepare and maintain records of all minutes of all meetings of theAuthorized Officers & the GA;iii. Ensure that necessary Authorized Officers actions and decisions aretransmitted to the management for compliance and implementation;iv. Issue and certify the list of members who are in good standing andentitled to vote as determined by the Authorized Officers;v. Prepare and issue Share Certificates;vi. Serve notice of all meetings called and certify the presence ofquorum of all meetings of the Authorized Officers and GA;vii. Keep copy of the Treasurer’s report & other reports;viii. Keep and maintain the Share & Transfer Book;ix. Serve as custodian of the Laboratory Cooperative seal; andx. Perform such other functions as may be prescribed in the By-laws orauthorized by the GA.
  17. 17. Revised March2012Page 17 of 24e. General Manager. The General Manager shall:i. Oversee the overall day-to-day business operations of the LaboratoryCooperative by providing general direction, supervision,management and administrative control over all the operatingdepartments subject to such limitations as may be set forth by theAuthorized Officers or the GA;ii. Formulate and recommend in coordination with the operatingdepartments under his/her supervision, the Laboratorycooperative’s Annual and Medium Term Development Plan,programs and projects, for approval of the Authorized Officers andratification of GA;iii. Implement the duly approved plans and programs of the LaboratoryCooperative and any other directive or instruction of theAUTHORIZED Officers;iv. Provide and submit to the Authorized Officers monthly reports onthe status of the coop’s operation vis-a-vis its target and recommendappropriate policy or operational changes, if necessary; andv. Perform such other functions as may be prescribed in the By-laws orauthorized by the GA.Section 2. Liabilities of Directors, Officers and Committee Members. TheGuardian Laboratory cooperative exercising parental authority may be liable forany violations in the Laboratory Cooperative operation.Section 3. Management Staff. The Authorized Officers shall appoint, fix theirremuneration and prescribe for the functions and responsibilities of theManagement Staff not provided thereof.Section 4. Qualification of the General Manager. No person shall beappointed to the position of general manager unless he/she possesses thefollowing qualifications and none of the disqualifications herein enumerated:a. Must be familiar with the business operation of the LaboratoryCooperative;b. Must have at least two (2) years experience in the operations ofLaboratory Cooperative or related business;c. Must not be engaged directly or indirectly in any activity similar to thebusiness of the Laboratory Cooperative;d. Must not have been convicted of any administrative, civil or criminalcases involving moral turpitude, gross negligence or grave misconductin the performance of his/her duties;e. Must not be involved to any form of gambling, or immoral or vicioushabits;f.Must have no pending administrative, civil or criminal case involvingfinancial and/or property accountabilities at the time of his/herappointment; andg. Must undergo pre-service and/or in-service trainings.Section 5. Duties of the Bookkeeper. The bookkeeper of the LaboratoryCooperative who is under supervision and control of the General Managershall:a. Records and update books of accounts;b. Provide assistance in the preparation of reports on the financial conditionand operations of the Laboratory Cooperative monthly, annually or asmay be required by the Authorized Officers 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 Laboratory
  18. 18. Revised March2012Page 18 of 24Cooperative and make them available for auditing purposes to theChairperson of the Audit Committee; andd. Perform such other duties as the Authorized Officers may require.Section 8. Qualifications of Bookkeeper. No person shall be appointed to theposition of accountant and bookkeeper unless they possess the followingqualifications and none of the disqualifications herein enumerated:a. Must not be engaged directly or indirectly in any activity similar to thebusiness of the Laboratory Cooperative;b. Must not be involved to any form of gambling, or immoral or vicioushabits;c. Must be willing to undergo pre-service and/or in-service trainings inaccounting.Section 9. Remuneration. Subject to the approval of the General Assembly,the Members of the Authorized Officers and Committees may, in addition to perdiems for actual attendance to Authorized Officers and committee meetings,and reimbursement of actual and necessary expenses while performingfunctions in behalf of the Laboratory Cooperative, be given regularcompensation; Provided, further, that the directors and officers shall not beentitled to any per diem when, if in the preceding calendar year, the LaboratoryCooperative reported a net loss or had a dividend rate less than the officialinflation rate for the same year.ARTICLE VIICapital StructureSection 1. Source of Funds. The Laboratory Cooperative may derive its fundsfrom any or all of the following sources:a. Member’s share capital contribution;b. Loans and borrowings including deposits;c. Revolving capital build-up which consist of the deferred payment ofpatronage refund or interest on share capital;d. Subsidies, grants, legacies, aids, donation and such other assistancefrom any local or foreign institution, public or private;e. Retentions from the proceeds of services acquired /goods procured bymembers; andf. Other sources of funds as may be authorized by law.Section 2. Continuous Capital Build-Up. Every member shall have invested inany or all of the following:a. At least _____ percent (__%) of his/her annual interest on capital andpatronage refund, if any;b. Invest at least ________________________(PhP _________) per month forpayment of additional share capital; andc. At least _________ percent (__%) of each good procured /service acquiredfrom the Laboratory Cooperative.Section 3. Borrowing. The Authorized Officers, upon approval of the GeneralAssembly, may borrow funds from any source, local or foreign, under suchterms and conditions that best serve the interest of the Laboratory Cooperative.Section 4. Revolving Capital. To strengthen the capital structure of theLaboratory Cooperative, the General Assembly may authorize the AuthorizedOfficers to raise a revolving capital by deferring the payment of patronagerefunds and interest on share capital, or such other schemes as may be legally
  19. 19. Revised March2012Page 19 of 24adopted. To implement this provision, the Authorized Officers shall issue aRevolving Capital Certificate with serial number, name, rate of interest, date ofretirement and such other privileges or restrictions as may be deemed just andequitable.Section 5. Share Capital Contribution. Share Capital Contribution refers tothe value of paid for by a member in accordance with its Articles ofCooperation.Section 6. Share Capital Certificate. The Authorized Officers shall issue aShare Capital Certificate in accordance with the policy set by the AuthorizedOfficers of the General Assembly of the Laboratory Cooperative. The Certificateshall be serially numbered and contain the share holder’s name, the number ofshares owned, the par value, and duly signed by the Chairperson and theSecretary, and bearing the official seal of the Laboratory Cooperative. Allcertificates issued and/or transferred shall be registered in the LaboratoryCooperative’s Share and Transfer Book.The shares may be purchased, owned or held only by persons who areeligible for membership. Subject to existing government rules or laws, interestsshall be paid only to paid-up shares which may be in cash; or credited aspayment of outstanding accounts, or additional shares or to the revolving fundof the Laboratory Cooperative.Section 7. Transfer of Shares. The Laboratory Cooperative shall have the firstoption to buy any share offered for sale. The amount to be paid for such sharesshall be the par value provided that:a. He has held such shares or interests for not less than one (1) year;b. The transfer is made to a member of the Laboratory Cooperative or to aperson who falls within the field of membership of the LaboratoryCooperative, and that said person is acceptable to the LaboratoryCooperative; andc. The Authorized Officers has approved such transfer.The transfer of shares shall not be binding to the Laboratory Cooperativeuntil such transfer has been registered in the share and transfer book. Notransfer shall be completed until the old certificate have been endorsed andsurrendered to the Laboratory Cooperative and a new certificate is issued inthe name of the member-transferee. The corresponding transfer fee shall becollected from the transferee as prescribed in the Laboratory Cooperativepolicy.In case of lost or destroyed share certificate, the Authorized Officers mayissue a replacement after the owner thereof executes a sworn affidavit, settingforth the following:a. Circumstances as to how, when and where said certificate was lost ordestroyed;b. The serial number of the certificate; and the number of shares itrepresents;c. The lost or destroyed certificate has never been transferred, sold orendorsed to any third party, that should the same be found, the ownershall surrender it to the Laboratory Cooperative; andd. That any false representation or statement made in the aforesaid affidavitshall be a ground for expulsion from the Laboratory Cooperative.
  20. 20. Revised March2012Page 20 of 24ARTICLE VIIIOperationsSection 1. Primary Consideration. Adhering to the principle of service overand above profit, the Laboratory Cooperative shall endeavor to:a. Engage in _________________________________________________________b. Formulate and implement program strategies that will provide itsmembers and the communities within its area of operation neededgoods/services;c. Adopt and implement plans and programs which ensure the continuedbuild-up of the Laboratory Cooperative’s capital structure with the endview of establishing other needed services for the members and thepublic;d. Formulate and implement studies and/or programs that will address theneeds of members.ARTICLE IXAllocation and Distribution of Net SurplusSection 1. Allocation - At the end of its fiscal year, the Laboratory Cooperativeshall allocate and distribute its net surplus as follows:a. Reserve Fund. _______percent (____%)shall be set aside for ReserveFund subject to the following rules, provided, that in the first five (5) years ofoperation after recognition, 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 LaboratoryCooperative and to meet net losses in its operations. The generalassembly may decrease the amount allocated to the reserve fund whenit has already exceeded the authorized share capital. Any sumrecovered on items previously charged to the reserve fund shall becredited to such fund.ii. The reserve fund shall not be utilized for investment, other than thoseallowed in the Laboratory Cooperative Code. Such sum of the reservefund in excess of the authorized share capital may be used at any timefor any project that would expand the operations of the LaboratoryCooperative upon the resolution of the general assembly.iii. Upon the dissolution of the Laboratory Cooperative, the reserve fundshall not be distributed among the members. However, the generalassembly may resolve:a. To establish usufructuary fund for the benefit of the GuardianLaboratory cooperative; orb. To donate, contribute or otherwise dispose of the amount for thebenefit of the community where the Laboratory Cooperativeoperates. If the member could not decide on the disposition of thereserve fund, the same shall be given to the Guardian Laboratorycooperative.b. Education and Training Fund. ________ percent (____%)shall be setaside for Education and Training Fund.i. Half of the amount allocated to the education and training fundannually under this subsection may be spent by the LaboratoryCooperative for education and training purposes; while the other halfmay be remitted to the Guardian Laboratory cooperative.
  21. 21. Revised March2012Page 21 of 24ii. Upon the dissolution of the Laboratory Cooperative, the unexpendedbalance of the education and training fund pertaining to theLaboratory Cooperative shall be credited to the LaboratoryCooperative education and training fund of the Guardian Laboratorycooperativec. Community Development Fund. ________percent (____%) shall beused for projects and activities that will benefit the community where thelaboratory cooperative operates.d. Optional Fund. ________percent (____%)shall be set aside for OptionalFund for land and building, and any other necessary fund.Section 2. Interest on Share Capital and Patronage Refund. The remainingnet surplus shall be made available to the members in the form of interest onshare capital not to exceed the normal rate of return on investment andpatronage refunds. Provided, that any amount remaining after the allowableinterest and the patronage refund have been deducted shall be credited to thereserve fund. The sum allocated for patronage refund shall be made availableat the same rate to all patrons of the laboratory cooperative in proportion totheir 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 tohim/her unless he/she agrees to credit the amount to his/her accountas additional share capital contribution;b. In the case of non-member patron, his/her proportionate amount ofpatronage refunds shall be set aside in a general fund for such patronand shall be allocated to individual non-member patron and only uponrequest and presentation of evidence of the amount of his/her patronage.The amount so allocated shall be credited to such patron towardpayment of the minimum capital contribution for membership. When asum equal to this amount has accumulated at any time within two (2 )years, such patron shall be deemed and become a member of thelaboratory cooperative if he/she so agrees or requests and complies withthe provisions of the bylaws for admission to membership; andc. Within two (2) years any non-member patron who has accumulated, thesum necessary for membership, but who does not request nor agree tobecome a member or fails to comply with the provisions of this bylaws foradmission to membership, the amount so accumulated or credited totheir account together with any part of the general fund for non-memberpatron shall be credited to the Reserve Fund or to the Education AndTraining Fund of the laboratory cooperative, at the option of thelaboratory cooperative.ARTICLE XSettlement of DisputesSection 1. Mediation and Conciliation. All inter and intra-laboratorycooperative disputes shall be settled within the laboratory cooperative inaccordance with the pertinent Guidelines issued by the Laboratory cooperativeDevelopment Authority, Art. 137 0f Republic Act No. 9520 and itsImplementing Rules and Regulations, Alternative Dispute Resolution Act of2004 and its suppletory laws.Section 2. Disputes Involving Members of the Conciliation Committee andAuthorized Officers. If one of the parties to a controversy is a member of the
  22. 22. Revised March2012Page 22 of 24Conciliation Committee, the chairman shall endorse the case to the AuthorizedOfficers who shall resolve the case following the procedures prescribed in thepreceeding section.If one or both parties are members of the Authorized Officers and theConciliation Committee, the Chairman of the Committee shall communicate inwriting such fact to the Chairman of the Authorized Officers who shallforthwith call a special board meeting to form a five-man Special ConciliationCommittee, consisting of the heads of Audit and Election Committees, theSecretary and one representative of each party. The special committee shallconvene immediately and after electing from among themselves the Chairman,Vice-Chairman and the Secretary, proceed to resolve the case in accordancewith the procedures prescribed in the preceding section. The committee shallautomatically cease to exist upon the final resolution of the controversy.Article XIMiscellaneousSection 1. Investment of Capital. The Laboratory Cooperative may invest itscapital to the Guardian Cooperative.Section 2. Accounting System. The Laboratory Cooperative shall keep,maintain and preserve all its books of accounts and other financial records inaccordance with generally accepted accounting principles and practices,applied consistently from year to year, and subject to existing laws, rules andregulations.Section 3. External Audit. At least once a year, the Audit Committee of theGuardian Laboratory cooperative shall cause the audit of the books of accountsof the Laboratory Cooperative.Section 4. Annual Report. During the annual regular assembly meeting, theLaboratory Cooperative shall submit a report of its operation to the generalassembly together with the audited financial statements conducted by theAudit Committee of the Guardian Laboratory cooperative. The annual reportshall be certified by the Chairperson and Manager of the LaboratoryCooperative as true and correct in all aspects to the best of their knowledge.ARTICLE XIIAmendmentsSection 1. Amendment of Articles of Cooperation and By-laws.Amendments to the Articles of Cooperation and this By-Laws may be adoptedby at least two-thirds (2/3) votes of all members with voting rights withoutprejudice to the rights of dissenting members to withdraw their membershipunder the provisions of the Philippine Laboratory cooperative Code of 2008.The amendment/s shall take effect upon approval by the Laboratorycooperative Development Authority.Voted and adopted this _____ day of _______, 20___ in ____________,Philippines.Names Signature
  23. 23. Revised March2012Page 23 of 24We, constituting the Laboratory Cooperative and majority of the AuthorizedOfficers of the ______________________________________________________ dohereby certify that the foregoing instrument is the Code of By-laws of the saidLaboratory Cooperative.Signed this th of ____________, 20___, in ______________.____________________ _____________________Secretary Chairperson____________________ _____________________Director Director___________________ _____________________Director DirectorCONCURRED BY:BOARD OF DIRECTORS OF THE GUARDIAN LABORATORY COOPERATIVE_________________CHAIRMAN_________________ _______________DIRECTOR DIRECTOR_________________ _______________DIRECTOR DIRECTOR
  24. 24. Revised March2012Page 24 of 24DOCUMENTARY REQUIREMENTS FOR LAB COPS1. Two (2) original copies of the Articles of Cooperation and By-laws of the proposed LaboratoryCooperative; and2. Resolution of the Board of Directors of the Guardian Cooperative accepting its responsibility andliability as Guardian of the Laboratory Cooperative