Cooperative Administration1

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    1

    Madelyn G. Combalicer Gale Ann M. MaderalAlbert P. Reyes

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    The general assembly consists of regular

    members who are entitled to vote under thearticles of cooperation and by-laws of the

    cooperative.

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    a. To determine and approve amendments to the cooperative

    Articles of Cooperation and By-laws;

    b. To elect or appoint the members of the board of directors,and to remove them for cause;

    c. To approve developmental plans of the cooperative; and

    d. To delegate some of its power to a smaller body of the

    cooperative as authorized by the Philippine Cooperative Code

    of 2008.

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    Regular meeting

    Special meeting Special meeting to regularize operation

    CDA initiated meetings

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    The general norm regarding quorums is

    provided in the by-laws. If there is nothingstated in the by-laws, the Code provision

    that a quorum shall consist of 25% of all the

    members entitled to vote

    shall govern.

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    Primary cooperatives Secondary or tertiary cooperatives

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    BOARD OF

    DIRECTORS

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    Board of Directors

    Consists of 5-15 members elected by the general assembly

    From among themselves elects the chair and vice chair,

    appoints the Treasurer and Secretary

    Formulates policies

    Supervises the manager and the management staff, education

    committee and other committees that it may create as needed

    Submits annual report and proposed action plan and budget

    to the general assembly

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    Who Can Be Directors?

    Qualifications

    Special Type of Director

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    Meeting of the Board, Quorum

    Frequency

    Prohibitions

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    Vacancy in the Board of Directors

    Vacancy resulting in expiration of term

    Vacancy other than expiration of term,remaining members constitute a quorum

    Vacancy other than expiration of term,

    there is no quorum in the board anymore

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    Officers of the Cooperative

    Election of the officers of the board

    Guarantee of tenure

    Due process in removal proceedings Loss of confidence generally not a valid

    ground for removal of director

    Serious acts constituting loss ofconfidence

    Relatives may not sit in the same board

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    Parents Great Grandparents

    Parents Grandparents

    Parents parents

    PARENTSBrother Sister

    Niece/Nephew Niece/NephewSon/Daughter

    Grandson/Daughter

    Great Grandson/Daughter

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    2

    1

    3

    331

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    From the Parents Perspective

    Determination of the 3rd civil degree by consanguinity or affinity

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    Great Grandparents

    Grandparents

    Parents

    SON/DAUGHTERAunt Uncle

    1st Cousin 1st CousinChild

    Grandchild

    Great Grandchild

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    2

    1

    3

    33 1

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    From the Childs Perspective

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    COMMITTEES OF

    COOPERATIVE

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    Addresses problems that crop in the

    daily operations of the cooperative. If the

    creation of an execom is expressly stated inthe by-laws, the board, by majority vote, can

    delegate certain powers and duties to the

    execom so the cooperative may conduct itsaffairs smoothly and efficiently.

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    Executive Committee

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    Consists of three members elected by the

    general assembly

    Reviews the work of the board and thecommittees

    Audits work of management and staff

    Checks legality of operations (based on by-laws and the Code)

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    Audit Committee

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    Under the supervision of the board of directors

    Chaired by the elected vice chairman of the board,

    members appointed by the vice chair Reviews all membership applications and

    recommends approval/disapproval to the board of

    directors (or the executive committee that may be

    created by the boards and delegated to act in behalf

    of the board)

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    Education and Membership Committee

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    Sets election rules and procedures

    Supervises election Proclaims election winners

    Decided on election protests

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    Election Committee

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    Consists of 3 members elected by the general assembly

    Approves/disapproves loan applications based on credit

    policies

    Recommends changes in credit policies for consideration by

    the board and for approval by the general assembly

    Submits annual report to the general assembly

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    Credit Committee

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    Co-op Organizational Structure

    Members

    (General Assembly)

    Board of Directors Credit ElectionAudit

    Manager Other CommitteesMembership & Education

    Marketing Operations Finance HR & Admin

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    Act as body politic

    Act in the best interest of the membership

    Insure equitable and non-preferential service

    Present complete audit reportSafeguard records

    Keep and maintain books of accounts

    Audit book of Accounts

    Make an annual report, complete with audited financialstatements

    Plan the future of the co-op

    Document policies and procedures of the co-op

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    Functions and Responsibilities of the

    Board

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    Willfully and knowingly voting for or assenting to patently

    unlawful acts

    Gross negligence in running the affairs of the cooperative

    Bad faith in directing the affairs of the cooperativeAcquisition of any personal or pecuniary interest in conflict

    with their duty as directors, officers or committee members

    Directors, officers or committee members may be held jointlyand severally liable for all damages or profits resulting from

    these offenses.

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    Acts for which Directors, Officers and

    Committee Members are Liable

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    Compensation

    Per diem for service rendered

    Additional compensation is approved by general

    membership

    The by-laws can define the compensation of officers

    Board of directors determine compensation of other

    employees

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    Dealings of Directors, Officers or

    Committee Members

    Conflict of interest

    Conditions for a valid, non-voidable enforceable

    contractRatification of annullable contract

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    Procedures in the Removal of an

    Elective Official

    Special assembly must be called for the purpose of deciding

    on the issue of removal

    The official to be removed must be notified about themeeting and given an opportunity to be heard in the said

    assembly.

    To be removed from office, two-third of the voting members

    constituting a quorum or special general should be met

    Lastly, the said official should be notified of the decision of

    the assembly