Bylaws of the Birmingham Village Cooperative

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 bylaws.
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

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


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________

Bylaws of the Birmingham Village Cooperative

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