MIDTERMS

• Membership


  The category of the cooperative involved determines who can be members of that cooperative
• Types of members


  • Regular members
  • Associate members
• Regular members


  Entitled to all rights and privileges
• Associate members


  Not entitled to vote or be voted upon, rights and privileges defined in by-laws
• Common shares


  Voting shares sold to regular members
• Preferred shares


  Non-voting shares sold to associate members or regular members
• Preferred and common shares in cooperatives are non-cumulative and non-participating
• Upon dissolution, preferred shares have priority over common shares in distribution of net assets
• Preferred shares have priority in payment of limited interest on capital as provided in by-laws
• Government officers and employees as cooperative members

  Officers and employees of Cooperative Development Authority are disqualified from being elected or appointed to any position in a cooperative, elective government officials other than barangay officials are ineligible to become officers and directors, barangay officials are eligible, government employees are eligible to serve as director, committee member, treasurer, secretary, and general manager
• Laboratory cooperatives


  Minors can organize but must be affiliated with a registered cooperative, operations governed by CDA rules and guidelines
• Applying for membership


  Prospective member fills application form, approved by board, pays membership fee and share capital, acquires rights and privileges, rejected applicant can appeal to general assembly
• Liability of members


  Limited to extent of total subscribed capital contribution
• Ways membership can be terminated

  • Resignation
  • Automatic termination (death, insanity, insolvency, dissolution)
  • Expulsion
• Due process in expulsion


  Substantive due process (valid cause), procedural due process (two notices, hearing), decision can be appealed to general assembly
• Refund of interests


  Paid to member or approved transferee
• Primary cooperatives open only to natural persons who are Filipino citizens, secondary and tertiary cooperatives can admit registered cooperatives or non-profit organizations with juridical personality
• Government officers and employees can be members of any cooperative, but only barangay officials and government employees can be elected or appointed to cooperative positions
• Laboratory cooperatives set up by minors must be registered with CDA and affiliated with a registered cooperative
• Liability of a member is limited to their total share capital contribution
• Membership can be terminated by resignation, automatic termination, or expulsion, with due process required for expulsion
• In all cases of membership termination, the leaving member is entitled to a refund of their interest in the cooperative
• General Assembly


  Highest policy-making body, composed of regular members with voting rights, exercises general supervision and control, amends by-laws, elects and removes officials, approves/disapproves/modifies financial and operational policies, plans and budgets
• Regular meetings of General Assembly

  Held annually on fixed date, written notice sent 2 weeks prior
• Special meetings of General Assembly


  Called by board of directors with 1 week written notice, or by 10% of members, CDA can order meeting if board fails to call one
• If it is necessary that a special meeting of the general assembly be convened, at least one week written notice shall be sent to all members
• The board of directors may call such special meeting of the general assembly by a majority vote
• A special meeting may also be called in cases specified in the by-laws
• A special meeting may also be called by the board of directors, after compliance with the required notice, within one month after receipt of a request in writing from at least 10 percent of the total members to transact specific business covered by the call
• If the board fails to call a regular or a special meeting within the given period, the Cooperative Development Authority, upon petition of 10 percent of all the members of the cooperative, and for good cause shown, may issue an order to the petitioners directing them to call a meeting of the general assembly by giving proper notice required by the Code or the by-laws
• In the case of a newly approved cooperative, a special general assembly shall be called within 90 days from such approval for the purpose of electing the regular board and committee members that will run the cooperative
• The CDA may call, motu propio, a special meeting of the cooperative to report to the members the result of any audit, examination, or other investigation of the cooperative affairs ordered or made by the Authority; or when the cooperative fails to hold an annual general assembly during the period required for the purpose of enabling the members to secure any information regarding the affair of the cooperative and benefits that they are entitled to receive pursuant to the Code
• Notice of any meeting, whether regular or special, may be waived, expressly or impliedly, by any member
• If there is nothing stated in the by-laws, the Code provision – that a quorum shall consist of 25 percent of all the members entitled to vote – shall govern
• In primary cooperatives each member shall have only one vote and no voting agreement or other device to evade the one-member-one-vote provision shall be valid
• No member shall be permitted to vote by proxy, unless provided for specifically in the by-laws of the cooperative
• In secondary or tertiary cooperatives, the rules on voting vary slightly. A secondary or tertiary cooperative shall have voting rights as delegate of member-cooperatives, but such secondary or tertiary cooperative, as delegate, shall have only five votes even if the co-op has more than five member-cooperatives
• Voting by proxy, as far as secondary and tertiary cooperatives are concerned, means allowing a delegate of a cooperative to represent or vote in behalf of another delegate of the same cooperative
• The board of directors conducts and manages the affairs of the cooperative
• The board of directors is composed of not less than five nor more than fifteen members