Midterm: #1 Administration

• The General Assembly shall be composed of  such members who are entitled to vote under the  Articles of cooperation and By-laws of the  cooperative.
• General Assembly shall be the highest policy making body of the cooperative.
• The general  assembly shall have the following powers:

  • To determine and approve amendments to the  articles of cooperation and by-laws
  • To elect or appoint the members of the board of  directors, and to remove them for cause.
  • To approve developmental plans of the cooperative
• A regular meeting shall be held by the general  assembly on a date fixed in the by-laws, or if not so  fixed, on any date within ninety (90) days after the  close of each fiscal year.
• Notice of  regular meetings shall be sent in writing, by posting or  publication, or through other electronic means to all  members of record.
• a special meeting of the  general assembly may be called at any time by a  majority of the board of directors or as provided for in  the by-laws.
• Each member of a primary cooperative shall have  only one (1) vote. (one man-one vote policy)
• The direction and management of the affairs  of a cooperative shall be vested in a board of  directors which shall be composed of not less than  five (5) nor more than fifteen (15) members  elected by the general assembly for a term fixed in  the by-laws but not exceeding a term of two (2)  years and shall hold office until their succesors are  duly elected and qualified, or until duly removed for  cause.
• The board of directors shall be responsible for the 

  strategic planning

  direction-setting

  policy-  formulation
• A quorum shall consist of at least 25% of all the members entitled to vote.
• Qualification of electing a BOARD OF DIRECTORS

  Any member of a cooperative , who has the right to  vote and possess all the qualifications provided in  the by-laws shall be eligible for election as director.

  The members of the board of directors shall not  hold any other position directly involved in the day  to day operation and management of the  cooperative.

  Any person engaged in a business similar to that of  the cooperative or who in any way has a conflict of  interest with it, is disqualified from election as a  director of said cooperative.
• Regular meetings of the board of directors shall be  held at least once a month.
• Special meetings of the board of directors may be  held at any time upon the call of the chairperson or a  majority of the members of the board.
• A majority of the members of the board shall  constitute a quorum for the conduct of business.
• Directors cannot attend or vote by proxy at board  meetings.
• VACANCY IN THE BOARD OF  DIRECTORS

  Any vacancy in the board of directors, other  than expiration of term, may be filled by the vote of  at least a majority of the remaining directors.

  Otherwise, the vacancy must be filled by the  general assembly in a regular or special meeting  called for the purpose.

  A director so elected to fill a vacancy shall  serve only the unexpired term of his predecessor in  office.
• OFFICERS OF THE COOPERATIVE

  The board of directors shall elect from among  themselves the chairperson and vice-chairperson  and elect or appoint other offices of the cooperative  from outside of the board.

  No two (2) or more persons with relationships up  to the third degree of consanguinity or affinity nor  shall any person engaged in business similar to  that of the cooperative shall serve as an appointive  office.
• DEGREE OF RELATIONSHIP

  The prohibition on relationship by consanguinity  and affinity within the third civil degree applies  within each category since the Code says no two or  more persons within the third civil degree of  consanguinity or affinity shall serve as elective or  appointive officers in the same board.
• RELATIONSHIP BY CONSANGUINITY


  First Degree

  • Parent to Child

  Second Degree

  • Grandparent to Child  Brother to Sister

  Third Degree

  • Uncle to Child 
  • Aunt to Child
  • Great grandparent to Child
• RELATIONSHIP BY AFFINITY


  First Degree

  • Parent in law to Daughter in law

  Second Degree

  • Brother in law to sister in law

  Third degree

  Great grandparent in law to:

  Daughter/Son in law to  Uncle

  Aunt in law to Niece/Nephew in law
• OFFICERS OF THE COOPERATIVE

  The officers of the cooperative shall include:

  • Members of the board of directors
  • Members of the different committees created by  the general assembly
  • General manager
  • Secretary
  • Treasurer
  • Other positions as maybe provided for in the by-laws
• COMMITTEES OF COOPERATIVES

  The By-laws shall provide for the creation of the  following committees:

  • Audit committee elected by GA
  • Election committee elected by GA
  • Mediation and Conciliation committee - appointed
  • Ethics committee appointed by BOD
  • Education committee - appointed by BOD
  • Other committees as may be necessary for the  conduct of the affairs of the cooperative (ex.  Credit committee)
• The functions and responsibilities of the  directors, officers and committee members, as well  as their training requirements, shall be in  accordance with the rules and regulations issued  by the Authority.
• COMPENSATION

  In the absence of any provision in the by-laws  fixing their compensation, the directors shall not  receive any compensation except for reasonable  per diems.
• REMOVAL OF ELECTED OFFICERS

  All complaints for the removal of any elected officer  shall be filed with the board of directors.

  Such officer shall be given the opportunity to be  heard. Upon finding of a prima facie evidence of guilt,  the board shall present its recommendation for  removal to the general assembly.

  An elective officer may be removed by ¾ votes of  the regular members present and constituting a  quorum, in a regular or special general assembly  meeting called for the purpose.