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Final authority of a co-operative.
SEC. 34. Final authority of a co-operative.—Subject to the provisions of this Act and the regulations, the final authority in every co-operative shall be vested in the general assembly of the members or the delegates of such members elected in the prescribed manner and assembled in a general meeting.
Annual general assembly.
SEC. 35. Annual general assembly.—The members' annual general assembly shall be composed of such members as are entitled to vote under the regulations and the by-laws, and when lawfully constituted, shall represent all the members. The annual general assembly shall be called by the board of directors and shall be held at least once each year within ninety days after the close of each fiscal year. The regulations shall prescribe the procedure and method of calling, holding, time, place and quorum requirement of, election and the business to be transacted in the annual general assemblies.
Special general assembly.
SEC. 36. Special general assembly.—A special general assembly may be called at any time by a majority of the board of directors and such an assembly shall be called by the board of directors within one month after receipt of a request in writing from at least ten per centum of the-total members or the Administrator or his duly authorized agent, or the federation of co-operatives of which it is a member to transact specific business covered by the call. The regulations shall prescribe the procedure and the method of calling and holding and quorum requirement of special general assemblies.
Voting.
SEC. 37. Voting.— Each member of a co-operative shall have only one vote, except that where a co-operative includes in its membership co-operatives or any nonprofit groups the voting rights of such member co-operatives or groups may be as prescribed in the by-laws. No voting agreement or other device to evade the one-member-one-vote provision except as provided under subsection (1) shall be enforceable. No member shall be permitted to vote by proxy. The by-laws may provide for voting by mail and by units of membership. If a co-operative has provided for voting by mail, the votes cast by the members shall be deemed to include the votes cast by mail. If a co-operative has provided for voting by delegates, the votes cast by the members shall apply to votes cast by delegates: Provided, That no delegate shall vote by mail.
Board of directors.
SEC. 38. Board of directors.—A co-operative shall be managed by a board of not less than five nor more than fifteen directors elected by the general assembly for a term fixed in the by-laws but not exceeding two years and shall hold office until their successors are elected and have qualified or until removed. The by-laws may provide for a method of allocating- the number of directors among the units of membership into which the co-operative may be divided, and for the election of directors by the respective units to which they are allocated. The procedure for the election of directors, officers and committee members together with the method of calling and holding of the meetings may be prescribed in the regulations.
Qualifications of directors and committee members.
SEC. 39. Qualifications of directors and committee members.— Any member of a co-operative who has acquired the right to vote and who does not possess any of the disqualifications provided in the regulations or the by-laws shall be eligible to be elected as director or committee member. The by-laws may provide that one or more directors or committee members may be appointed by the Administrator to provide technical knowledge not available within its membership. Such directors or committee members shall not number more than one-third of the total number of directors or committee members. Such persons need not be members of the co-operative, but shall have the same powers and rights as other directors and committee members.
Removal of directors, officers and committee members.
SEC. 40. Removal of directors, officers and committee members.—An elective officer or committee member may be removed by a vote of the majority of the members entitled to vote at an annual or special general assembly. The person involved shall have an opportunity to be heard at said assembly.
Filling vacancy in board of directors.
SEC. 41. Filling vacancy in board of directors.—When a vacancy in the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, unless the by-laws provide for an election of directors by units of members. In such case, the board of directors shall immediately call a special general assembly of the members entitled to vote in that unit of membership to fill the vacancy.
Contract for profit prohibited.
SEC. 42. Contract for profit prohibited.—No director, officer, committee member or employee, during the term of his office, shall be a party to a contract for profit with the co-operative. However, contracts that may be entered into by the members with the co-operatives, may be entered into by the same director, officer or committee member or employee.
Election of officers.
SEC. 43. Election of officers.—A co-operative shall have the following officers: a president, one or more vice-presidents, a secretary and a treasurer, or a secretary-treasurer. The officers shall be elected annually by the directors unless the by-laws otherwise provide. The president and at least one vice-president must be directors; but no other officer need necessarily be a director.
Duties of directors, officers and committee members.
SEC. 44. Duties of directors, officers and committee members.—The duties and responsibilities of directors, officers and committee members shall be as prescribed in the regulations and the by-laws of a co-operative.
Liability of directors and committee members for unlawful acts.
SEC. 45. Liability of directors and committee members for unlawful acts.—The directors and committee members shall, in the discharge of their respective duties, be personally responsible, jointly and severally, for any transaction, act or omission made in violation of law, the regulations, the by-laws, the resolution of the general assemblies or the rules of the co-operative except those who entered a protest at the time when such transaction, act or omission was acted upon.
Committees.
SEC. 46. Committees.— An executive committee of the board of directors may be created in such manner and with such powers and duties, subject to the general direction and control of the board, as the by-laws may prescribe. The regulations and by-laws may also provide for the creation of other committees to exercise such powers and perform such duties as may be conferred or imposed by this Act, the regulations and the by-laws of a co-operative.
Compensation of directors and committee members.
SEC. 47. Compensation of directors and committee members.—A co-operative may, subject to regulations, provide a fair remuneration for the time actually spent by its directors, committee members and officers in its service.
Certain administrative powers.
SEC. 48. Certain administrative powers.—Subject to the regulations, the Administrator shall, so far as is necessary to carry out the purposes of this Act, have the following administrative powers: (1) To direct in writing any co-operative to consider an amendment of its by-laws together with the reasons for the necessity of such an amendment proposed by the Administrator, in its next general assembly, annual or special, held after the receipt of such communication, when he considers said amendment necessary and desirable in the interest of the co-operative. Such directive shall be sent to the co-operative by registered mail. When the general assembly fails to decide on the amendment, either for or against, he may register such amendment and issue by registered post to the co-operative a certified copy which shall be conclusive evidence that the amendment has been duly registered and such amendment shall be binding on all the members of such co-operative; (2) To direct any co-operative which pursues a policy contrary to the principle of open and voluntary membership, to open its membership for all persons qualified to become members under its by-laws, except such persons as may have been disqualified by the board. The names of such disqualified persons together with reasons for their disqualifications shall be brought to the notice of the next general assembly of such co-operative for approval; (3) To order the removal of any officer, director or committee member of a co-operative and also disqualify him from holding any such position in all co-operatives registered under this Act for a period not exceeding three years, if the Administrator is satisfied that such person has acted or has been acting fraudulently or with gross negligence or in contravention of the by-laws of the co-operative or without the sanction of the board or committee when such sanction is necessary, or contrary to the resolution of the board or against the lawful written orders issued under this Act and regulations thereunder or in any way detrimental to the best interest of the co-operative, after affording an opportunity to the person and the board or committee to be heard, and the reason for the order of removal shall be recorded and communicated to the person concerned and the board or committee of the co-operative; (4) To prescribe, from time to time, in agreement with the Central Bank of the Philippines, the manner and standards of fluid resources to be maintained by co-operatives accepting time and demand deposits from individuals and institutions. The Secretary of Commerce and Industry may, however, empower the Administrator, by general or special order, to relax the standard of fluid resources prescribed for a particular co-operative or type of co-operatives for a specified period; (5) To order the suspension of the execution of any decision taken by the board or committee or the general assembly of any co-operative when the Administrator decides that such decision endangers the financial stability of the co-operative or contravenes the provisions of this Act, the regulations or the by-laws; (6) i) Notwithstanding the provisions of this Act or the regulations made thereunder, where a compromise or arrangement is proposed between a co-operative and its creditor or any class of creditors, the Administrator, on his own motion or upon an application made in the prescribed manner by the co-operative or any creditor or by the liquidator of the cooperative appointed under Section ninety-six, may order a meeting of the creditors or the class of creditors, as the case may be, to be called, held, and conducted in such manner as may be prescribed by the regulations; ii) Any compromise or arrangement approved by a majority of the members in number representing three-fourths in value of the creditors or the class of creditors, as the case may be, present, either in person or by proxy, at the meeting shall, if sanctioned by the Administrator and upon publication in the prescribed manner, be binding upon all creditors or the class of creditors, as the case may be, and also upon the co-operative or the liquidator of the co-operative and all persons who have been or may be required by the liquidator under Section ninety-seven to contribute to the assets of the co-operative; iii) When two-thirds in value of the obligation or liability fixed in the compromise or arrangement is paid by the co-operative or the liquidator thereof, the compromise or arrangement may be revised at the instance of the parties concerned or the Administrator; (7) The Administrator, with the previous approval of the Secretary of Commerce and Industry and upon the application of a co-operative and under such conditions as may be prescribed, may deputize any official of the Co-operatives Administration Office or any official of other government agencies subject to the approval of the head of the department concerned.
Provisions on this page are reproduced verbatim from official open data. See the attribution line.
Source: Supreme Court E-Library, Republic of the Philippines. Philippine laws are public documents (works of the government).