OTHER PROVISIONS

1. Implementing Rules and Regulations OTHER PROVISIONS

2. APPLICABILITY: NUMEROUS- AT LEAST 1,000 MEMBERSDISPERSED MEMBERSHIP: GEOGRAPHICAL LOCATION SCOPE OF OPERATION CLUSTER, WORK SHIFTOTHER SIMILAR CONDITIONAND THE CONDUCT OF GENERAL ASSEMBLY BECOMES EXTREMELY DIFFICULT RULE I -REPRESENTATIVE ASSEMBLY

3. AMENDMENT OF BY LAWS. Matters to be specified in the by-laws , such as : 1. The basis for dividing the coop into sector, chapter or district; 2. The minimum number of regular members to compose each sector, chapter, or district; 3. The quorum required in the sector, chapter, or district; 4. The number of representative/s or delegate/s to be elected to represent the total number of the regular members in the sector, chapter, or district; 5. The term of office of the representative or delegate; 6. The qualifications and disqualifications of the representative or delegate; 7. The powers, functions, and responsibilities of the representative or delegate; 8. The election of the sector, chapter or district representative or delegate; 9. Vacancy in the sector, chapter, or district representative or delegate; 10. The resignation or removal as well as the appeal of the sector, chapter or district representative or delegate; 11. The sector, chapter, or district assembly meetings; 12. The quorum required in the representative assembly meeting; 13. The powers of the representative assembly; 14. The conduct of representative assembly meeting; 15. The eligibility of the representative or delegate to be elected as officers of the cooperative; and 16. Other matters relevant to the conduct of representative assembly meeting.

4. PROCEDURE: • In the general assembly meeting the ff: shall be done : • Approval of the amendments of coop By-laws for a representative assembly meeting ( Sec. 2 ); • Division of the coop into sector/chapter/ district ; • Election of the sector/chapter/ district (local) election committee. • After approval of the CDA of the amendments of the coop by-Laws, the Board of Directors directs the local election committee to conduct the sector/chapter/ district assembly meeting to be held 60 day before the scheduled date of the regular representative assembly meeting as provided for in the bylaws; • Local election committee conduct the regular sector/chapter/ district representative meeting for election of the sector/chapter/district representative/delegates to the representative assembly meeting;   • Conduct of the regular representative assembly meeting.

5. Term of Office. As provided for in the by-laws but not exceed 2 years. • Qualification and Disqualification. Shall possess all the qualifications and none of the disqualifications as provided for in the by-laws. • Powers and functions: • To represent the sector. chapter or district in the representative assembly meeting; • To decide for and in behalf of the sector, chapter or district he/she represents in the representative assembly meeting; and • To inform his/her sector, chapter or district of what transpired during the representative assembly meeting. • Vacancy. Shall be filled up in accordance with the provisions of the coop by-laws. The representative or delegate elected/appointed shall serve only the unexpired term of his/her predecessor. SECTOR/CHAPTER /DISTRICT REPRESENTATIVE/DELEGATE:

6. Resignation. • Voluntary resignation • Reason: Valid cause. • Time Frame: Board shall act within 60 days from resignation, otherwise resignation deemed approved. • Removal   • Grounds: 1. Failure to attend the immediate preceding representative assembly meeting for unjustifiable cause; • 2. Non-performance of any functions and responsibilities stated in the by-laws • 3. Any violation of the provisions of the code, coop by-laws and other issuances of CDA; and • 4. Any acts or omissions inimical or prejudicial to the interest of the coop. • Required Vote: ¾ votes of all members with voting rights present and constituting a quorum at a sector/chapter/district meeting called for the purpose. Eligibility. To become an officer of the cooperative to be elected during the representative assembly meeting with a term fixed in the buy-laws but not to exceed 2 years.

7. TERM OF OFFICE OF OFFICERS OF THE COOPERATIVE AT THE TIME OF ADOPTION OFREPRESENTATIVE ASSEMBLY shall expire in the first regular representative assembly meeting.

8. PARTIES INVOLVED : Parent Cooperative and the subsidiary cooperative • Membership . All or majority shall come from the Parent Cooperative. • GENERAL REQUIREMENTS to organized s subsidiary cooperative.   • Parent coop shall be In operation for at least 2 years , no losses for the last 2 preceding years of operation; • Parent coop shall have a net worth of at least 10M as shown in the latest audited Financial Statements ; • All or majority of the members of the Parent Coop are willing to become members of the subsidiary; • Business of subsidiary is different from the business of the parent cooperative; and RULE 2 - SUBSIDIARY COOPERATIVE

9. The creation of a subsidiary coop and the technical, managerial and financial assistance to be given by the parent coop shall be approved by at least ¾ votes of the members of the parent coop with voting right s present and constituting a quorum in the regular/special general/representative assembly meeting called for the purpose. • CONDITIONS to be considered in the registration: • Only technical managerial and financial assistance shall be provided by parent coop to subsidiary coop; • Directors or officers of parent coop cannot be directors or officers of subsidiary coop but parent coop thru the general assembly can appoint its representative to act as ex-officio member of the board of directors of the subsidiary coop; • The management staff of the parent cannot be the management staff of the and subsidiary coop; • Transfer of shares of members and other related interests from parent coop to subsidiary coop and vice versa are prohibited; and • The subsidiary coop cannot be a recipient of any grant, donation or other interests from the parent coop and vice versa. In case of dissolution.

10. ALLOWED ASSISTANCE. The financial assistance of parent coop to be given to its subsidiary shall not to exceed 10% of the net worth of the parent coop. The technical and managerial assistance shall depend upon the needs of the subsidiary coop.

11. COVERAGE. (1) All types of newly organized primary cooperatives with combined two or more business activities of different types of cooperatives (2) single purpose coop desiring to transform itself into a multi-purpose coop after at least 2 years of operation. MINIMUM CAPITALIZATION REQUIREMENTS. Minimum paid up capital of P100, 000.00 or as required by the feasibility study whichever is higher. RULE 3- MULTI-PURPOSE COOPERATIVE

12. BOOKS OF ACCOUNTS. The new and existing coops transformed into a MPC are required to maintain separate books of accounts for each business activity.

13. PROCEDURE: • Approval of the Plan to Divide; • Formulation of Paln of Division; • Presentation and approval of the Plan to General Assembly; • Posting and publication of the Notice of Division; • Written Notification to Creditors; • Filing of the required documents with the CDA; • Issuance of Certificate of Registration. RULE 4- DIVISION OF COOPERATIVES

14. PROPOSAL OF DIVISION. Majority members of the Board of Directors or at least 10% of the members with voting rights may propose for division, which just be approved by at least majority of the coop with voting rights, present and constituting a quorum in general or representative assembly called for the purpose. Upon approval, a committee to formulate the plan shall be constituted by the General/Representative Assembly. APPROVAL OF PLAN. The plan of division shall be approved by ¾ votes of all members with voting rights, present and constituting a quorum in a general/representative assembly meeting called for the purpose.

15. PUBLICATION. The plan of division shall be published once a week in newspaper of general circulation or alternatively by posting in at least 3 conspicuous places for for 3 weeks within its area of operation. It may be also supplemented by radio and television announcements. OBJECTION . Objection may be filed within 15 days from posting or last day of publication which maybe decided within 60 days from receipt of objection hereof. If meritorious, the plan of division may be deferred or disapproved. ISSUANCE OF CERTIFICATE OF REGISTRATION shall be issued to the new cooperatives. The old certificate of registration shall be surrendered to the CDA for cancellation.

16. PARTIES INVOLVED. Coops belonging only to same category . i.ePrimary to primary, secondary to secondary and tertiary to tertiary coops. PROPOSAL TO MERGE OR CONSOLIDATE. The proposal may be made by the Board of Directors or by at least 10% of the members with voting rights and shall be approved by a least majority of the members of each of the constituent cooperatives with voting rights , present and constituting a quorum in separate general or representative meeting called for the purpose. ARTICLES OF COOPERATION AND BY-LAWS. In case of merger, the articles of cooperation and by -laws shall be amended while in consolidation; new articles of cooperation and by laws shall be filed. RULE 5- MERGER OR CONSOLIDATION

17. Approval of Proposal to merge or consolidate ; • Formulation of Plan of Merger or Consolidation; • Presentation to and approval of the Plan to the General Assembly of each constituent coops; • Formulation of the amendment or new Articles of Cooperation and By-laws; • Posting /publication of Merger or Consolidation ; • Written Notification to creditors; • Filing of the required documents with the CDA; and • Issuance of Certificate of Registration of Merger /Consolidation. PROCEDURE:

18. APPROVAL OF PLAN OF MERGER/CONSOLIDATION. The affirmative vote of at least ¾ of all members with voting rights, present and constituting a quorum of each of the constituent cooperatives at a separate general or representative assembly called for the purpose shall be necessary. POSTING/PUBLICATION. Announcement of merger or consolidation may be done thru publication in a newspaper of general circulation once a week for 3 consecutive weeks or by posting in at least 3 conspicuous places in their respective area of operation. This may be supplemented by radio and television announcements or any electronic means of communication. NOTOCE TO CREDITORS AND INVESTORS may be sent thru letters by registered mail with return card announcing such merger or consolidation. OBJECTION BY THIRD PARTY. A third party may file an objection or opposition to the plan of merger or consolidation within 15 days after the date of posting or from last day of publication which shall be decided 60 days from receipt of the objection or opposition. If meritorious, the CDA may cause the deferment or disproval of the merger or consolidation.

19. CERTIFICATE OF MERGER OR CERTIFICATE OF REGISTRATION. The CDA shall issue a Certificate of Merger in case of merger, and a new certificate of registration, in case of consolidation.

20. MINOR shall refer to 7 years old but below 18 years of age. ORGANIZATION. (1) 15 or more minors, Filipino citizens, actually residing in community or enrolled in an educational institution within or near the area of operation of the guardian coop or out of school minors actually residing in a community. CAPITALIZATION. No required capitalization but program of continuous capital builds up to be included in its by-laws. AFFILIATION. Must be affiliated with a duly registered cooperative known as Guardian Coop. RULE 6- LABORATORY COOPERATIVES

21. A laboratory coop primarily composed of: • -students from a particular school shall be affiliated with school’s coop. • -out of school minors shall be affiliated with its choice within or nearest its area of operation. • In absence of a duly registered coop in the area or refusal of a duly coop to accept the affiliation of a laboratory coop, the CDA nearest office may identify a possible guardian coop for the laboratory coop. CONDITION FOR TERMINATION OF MEMBERSHIP. • Upon reaching the age of majority (18 years of age); • Those provided under Art. 30 of the Code; and • Such other conditions as may be provided for in the by-laws’

22. REFUND OF SHARE. Upon termination, the former member shall be entitled to refund of his share capital contribution and other interest in accordance with Art. 31 of the Code. OPTION OF MEMBER WHO REACHES THE AGE OF MAJORITY. May opt to join the guardian coop upon compliance with the requirements of membership. CERTIFICATE OF RECOGNITION shall be issued by the CDA under its official seal upon compliance of all the requirements set forth under this Rule. However, the issuance of certificate of recognition does not bestow juridical personality to a laboratory coop.

23. OFFICERS OF THE COOPERATIVE: • Members of the Board of Directors; • Members of the different committees created by the General Assembly; • General Manager or Chief Executive Officer; • Secretary; • Treasurer; and • Members holding other positions as may be provided in the by-laws. RULE 7- FUNCTIONS, RESPONSIBILITES AND TRAINING REQUIREMENTS OF DIRECTORS, OFFICERS AND COMMITTEE MEMBERS

24. Audit Committee; • Election Committee; • Mediation and Conciliation Committee; • Ethics Committee; and • Other Committee as may be necessary for the conduct of the affairs of the coop. COMMITTEES OF COOPERATIVE PROVIDED IN THE BY-LAWS:

25. Training shall be conducted by cooperative, federation and/or other trainers or training institutions duly accredited by CDA. • Training program should contain minimum requirements in the module/curriculum as prescribed by CDA. • The initial courses or any equivalent substitute thereof must be undertaken. TRAINING .

26. A. Basic Cooperative Course primarily on: 1. Articles and By-laws 2. cooperative Vision 3. Cooperative Mission 4. Cooperative Strategic Plan 5. Fundamentals of Cooperative 6. Policies and Programs of Cooperatives 7. Cooperative Code of 2008 (RA 9520) 8. Implementing Rules and Regulations of RA 9520 BOARD OF DIRECTORS

27. B. Cooperative Management and Governance C. Policy Development D. Financial Management E. Conflict Management F. Parliamentary Procedure G. Leadership and Values Re-orientation H. Strategic Planning I. Orientation on Labor and Other Related Laws BOARD OF DIRECTORS

28. 1. Basic Cooperative Course 2. Records Management for Non Financial Transactions 3. Parliamentary Procedures 4. Basic Computer Programs SECRETARY

29. 1. Basic Cooperative Course 2. Records Management (Financial Transactions) 3. Basic Accounting for Non Accountants 4. Cooperative Standards 5. Investment and Banking Procedures 6. Financial Management TREASURER

30. Basic Cooperative Course Auditing Management Records Management Basic Accounting for Non Accountants Cooperative Standards Internal Control including Inventory System Basic Computer Program AUDIT COMMITTEE

31. Basic Cooperative Course Records Management Rules Formulation Leadership and Values Re-orientation Basic Computer Program ELECTION COMMITTEE

32. Basic Cooperative Course Leadership and Values Re-orientation Conflict Management Records Management Basic Computer Program ETHICS COMMITTEE

33. Basic Cooperative Course Leadership and Values Re-orientation Conflict Management Records Management Effective Communication Basic Computer Program MEDIATION – CONCILIATION COMMITTEE

34. Basic Cooperative Course Cooperative Management and Governance Cooperative Standards Human Resource Management Effective Communication Skills Entrepreneuerial & Basic Management course Labor and Other Related Laws Leadership and Values Re-orientation Computer Literacy Course Strategic Planning and Management GENERAL MANAGER/ CHIEF EXECUTIVE OFFICER

35. COMPLIANCE. The training is required for all officers of coop. In cases where the incumbent has not undergone the required training program, he/ she shall undergo such training within 12 months from the effectivity of this Rule. Non-compliance with the required trainings shall be considered grounds for disqualification for future election or appointment until such time that he/she has complied with all the trainings required for the position. DURATION OF TRAININGS ATTENDED. All trainings attended by coop officers shall be valid compliance with the intent of this Rule for a period of 5 years from the date of issuance of the Certificate of Training. TRANSITORY PERIOD. All cooperatives are given 2 years from the effectivity of this Rule to comply with the training requirements.

36. ANNUAL REPORTS TO BE SUBMITTED TO CDA: • Cooperative Annual Performance Report (CAPR); • Social Audit including the program of activities in pursuance of its socio-civic undertakings showing its achievements at the end of every fiscal year; • Performance Report; • Audited Financial Statement duly stamped “ received” by the BIR; • List of Officers and Training Undertaken/Completed. RULE 8-REPORTS REQUIRED FOR COOPERATIVES

37. List of Cooperatives which have remitted their respective coop education and training funds ( CETF); • Business Consultancy Assistance to include the nature and cost; and • Other training activities undertaken specifying the nature, participants and cost of each activity. ADDITIONAL REPORTS FOR FEDERATION AND UNIONS:

38. WHEN AND HOW TO FILE. A copy of the above required reports shall be filed with the CDA either thru personal, registered mail, courier, or electronic means within 120 days from the end of every calendar year. PREPARATION OF REPORTS. Reports shall be typewritten or printed in form prescribed by the CDA certified by the Chairperson and General Manager.

39. FAILURE TO SUBMIT REPORTS ON TIME shall be considered delay or default. • The following fortuitous events shall not considered delay provided the CDA shall be officially notified of the occurrence of such fortuitous events: • Fire and other natural calamities; • Public disorders including strike or lock out ; or • National emergency which affects the operation of the cooperative.

40. When delay or default shall commence. Delay or default shall commence on the day following the last day required fro the submission of the reports. Should the last day falls on a non-working day in the locality where the reporting cooperative is located, delay or default shall start to run on the day following the next working day. DATE OF FILING. The date of acknowledgement by CDA appearing on the copies of such reports filed or submitted or mailing postmarked on the envelope/ date of registry or special delivery receipt, or the date the electronic mail was sent as the case may be shall be considered the date of filing.

41. FINE. P 100.00/ REPORT / DAY OF DELAY. A request for reconsideration on grounds of fortuitous events and court litigation/order within 30 days from receipt of statement of accounts which shall be acted upon within 60 calendar days otherwise the sanctions shall be deemed lifted. • The decision of the CDA shall be final and executory. • Dissolution/ revocation after due process of the cooperative to operate as such; SANCTION FOR DELAYED SUBMISSION

42. COVERAGE. (1) Cooperatives whose charter expires by its own limitation; (2) Cooperatives whose existence is terminated by voluntary dissolution; and (3) Cooperatives whose existence is terminated by appropriate judicial proceedings. RULE 9- LIQUDATION OF COOPERATIVES

43. Liquidation by cooperative itself through a Board of Liquidators elected from among the member entitled to vote of the cooperative • By conveying all the cooperative assets to trustee/trustees who will take charge of liquidation. MODE OF LIQUIDATION:

44. Constitution of the Board of Liquidators / Trustees. • Inventory of Assets and Liabilities of the coop; • Payment of creditors in accordance with the provision of the Civil Code on the Preference and Concurrence of Credits. • Transfer of the Statutory Funds to the intended beneficiaries. • Distribution of the remaining assets; • Submission of the Board of Liquidators/Trustees of the Liquidator’s Final Report. • Cancellation of the Certificate of Registration and delisting of name of the cooperative in the Cooperative Registry. PROCEDURE:

45. DONATED CAPITAL. Subsidies, donations, legacies, grants, aids and such other assistance from any local or foreign institutions whether public or private shall be subject to escheat. UNDISTRIBUTABLE ASSETS. After winding up of the affairs of the cooperative, the assets distributable to creditor or member whose whereabouts is unknown or cannot be found shall be given to the federation/union to which the cooperative is affiliated with, the distribution shall be done in proportion to their share capital. In case of non-affiliation, the undistributed assets shall be given to the community where the cooperative operated.

46. ALLOWED TIME FOR THE WINDING UP OF THE AFFAIRS OF THE COOP. The cooperative shall continue to exist for a period of 3 years from the issuance of Order of Dissolution. The purpose is not to continue the business for which it was established but for the purpose of prosecuting and defending suits filed by or against the cooperative, settlement and closure of its affairs, disposition, conveyance and distribution of its assets.   Nevertheless, at any time during the said three year period, the cooperative is authorized and empowered to convey all its properties to trustees for the benefit of tis members, creditors, and other persons in interest, after which, all interests which the cooperative had in its properties are terminated. SUBMISSION OF BOARD OF LIQUIDITOR’S REPORT. Final Report to the members of the liquidated cooperative, CDA, and Federation /Union to which the coop is affiliated with. After which, the Liquidators/Trustees shall be released from their duties and functions. For failure to submit the Final Report, the Board of Liquidators/Trustees shall not be released form their duties and functions, hence, no clearance shall b issued by the CDA.

47. SUMMARY PROCEEDINGS. The CDA may choose to initiate summary proceedings for coops with assets of not more than P 100,000.00 as shown in the audited Financial Statements by submitting the ff: documents to CDA: • Schedule of Assets; • Proposal of Distribution of Assets to its Members; • List of intended beneficiaries of the statutory funds; • Affidavit of No Creditors; and • Audited Financial Statements. • After evaluation, the CDA shall issue a written authority to the Board of Directors to distribute the assets of the coop, after which the Board of Directors shall submit a final report.

48. EXCEPTION. OUTRIGHT CANCELLATION OF CERTIFICATE OF REGISTRATION. The CDA may outrightly cancel the certificate of registration which has been proven to have no assets or in case the cooperative can no longer be located despite the best efforts to locate the same. Such facts shall be stated in the Order of Cancellation.

49. CAPITAL SOURCES OF COOPERATIVE. Capitalization of coop may be derived from the ff: • Member’s share capital; • Loans and borrowings including deposits; • Revolving Fund which consists of the deferred payment of patronage refunds, or interest on share capital; • Subsidies, donations, legacies, grants , aids, and such other assistance from any local or foreign institutions whether public or private, provided those coming from such shall not divided into individual share capital holdings at any time but shall instead from part of the donated capital or fund of the cooperative. RULE 10- CAPITALIZATION AND ACCOUNTING PROCEDURES OF COOPERATIVES

50. Par value may be fixed at any figure not more than P1, 000.00. Consist of: Common share capital and preferred share capital if the latter is provided under the coop’s articles of cooperation and by- laws. CAPITAL BUILD- UP. The by-laws of the coop shall provide for a reasonable and realistic member capital build-up program to allow the continuing growth of the member’s investment in their cooperative as their own economic conditions continue to improve. SHARE CAPITAL.