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ORGANIZATION

AND
MANAGEMENT OF

COOP
Presented by: Victoria N. Cortez

Librarian, Sisters of Mary School -Boystown, I

How to
organize?

Felt
Need

-solution for problems


-inefficient existing business organizations
in the community
(high interest rates, high prices, financial , producti
& marketing problems)

Volume of Business
-sufficient resources
needed to pay fixed
operations
(rentals, salaries of
employees)
-attract more members
& customers to
increase its volume

Availability of
Qualified Officers
-men of integrity and honesty
-willingness to serve

Adequacy of Facilities
-available facilities to sustain the
operations & services
-simple & adequate

Opportunities for growth

RS
HI

FELT NEED

LE
AD
E

COOP

CO

O
PE

RA
TI
O

Organizational
Procedure

Preparation of an
Economic Survey
The Leaders or core group who initiated the organization
of the cooperative shall undertake a feasibility study
with the assistance and guidance of a cooperative
specialist from the Authority. The purpose of the survey
is to determine the viability and potential of the
projected cooperative. Before selling the idea of a
cooperative to the people, management, manpower,
economic, technical, and financial aspects of the project
should be studied. In addition, non-economic factors
such as politics, customs, traditions, habits, and values
should be also analyzed.

Guidelines for
Economic Survey

Formation of
Working
Committees
During the first general meeting,
the following committees
shall be organized:
1. Membership Committee promotes cooperative
practices, & campaigns for members

ideas,

2. Finance Committee- Collects payments, contributions, etc.


3. Documents Committee- prepares all required documents,
such as bylaws and articles of cooperation, forms, and other
requirements for the organization of the cooperative
4. Survey Committee- gathers data and other relevant
information on the viability of the cooperative. This survey
validates, supplements, and updates the data gathered by
initiators or core group

Organizational Meeting
If the criteria of viability and all requisites of membership,
capital, training, and technical matters have been fully met,
then a general meeting shall be convened to organize formally
the cooperative or kilusang bayan.. Among the matters to be
taken up are:
1. Resolution to organize the cooperative
2. Adoption by majority vote of the articles of incorporation and
bylaws
3. Election of the members of the Board of Directors and
important committees
4. Other matters

The cooperative field man shall see to it that the elected officials
meet the necessary qualifications prescribed by the Cooperative
Development Authority. The Board of Directors, committee
members, and the members of the core group shall constitute the
incorporators. Immediately after the organizational meeting, the
members of the board and the committees shall take their oath of
office, and meet separately to elect from among them selves their
respective bodies. Among the matters to be taken up at the board
are:
1. Appointment of the manager and other subordinate employees.
2. Designation of its depository bank
3. Creation of Education and Training Committee which shall be
headed by the Vice-Chairman
4. Creation of other committees
5. Ratification of contracts which may have been negotiated by the
core group or organizers prior to the formal organization of the
cooperative
6. Other matters

Requirements for Registration

four copies of Economic Survey with a


general statement describing the :
-structure
-purpose
-economic feasibility
-area of operation
-size of membership
-other pertinent data

Four copies of Articles of Cooperation,


together with bond of accountable officers
Four copies of Bylaws
Registration fee of P250 payable to CDA

Certificate of Registration is issued by CDA


after evaluation of necessary documents
Return of documents and its reason for denial
A registered cooperative acquires juridical
personality separate and distinct from its
members

Organizational Structure
GENERAL
ASSEMBLY
AUDIT/INVENTOR
Y COMMITTEE

BOARD OF
DIRECTORS

ELECTION
COMMITTE
E

1.General Assembly of
Members

The general assembly of members shall consist of all members of


good standing and when convened and acting as a body and subject
o the provisions of Cooperative Code, it has ultimate authority in the
administration and management of the affairs of the cooperative

Annually, the members of the cooperative shall convene to hear & evaluate
he reports of the various bodies elected by them to perform certain functions
and activities in connection with the objectives of the organization. This
onsultation within the members of the officers shall take place within 90days
after the close of the fiscal period (January-December) or granted an
extension by the CDA

mong the matters :

. Consideration of the consolidated reports of the board and the committees


including audited financial statements of financial condition & operation
. Amendments to the Bylaws
. Election of directors and committee, and
. New Business
For business efficiency, the preparation and approval of budget shall
be the responsibility of the Board

2. Quorum at membership
assemblies
-One-half plus one of the members in good standing shall constitute a
quorum at any annual or specific assembly or otherwise provided, a
majority vote of the quorum shall be a valid cooperation act
- A conditional quorum exists if at the time and date in the call, the
members present constitute at least 25% of the members in good
standing
- A majority vote of such members on matters which do not
otherwise require a different quorum and a higher percentage of
votes, shall be a valid corporate act on condition that:
a) The minutes of the meeting duly certified and attested to by the
secretary and presiding officer, respectively, are submitted to the
Chairman, CDA, within 15 days from the date of said meeting
b) A list of the members present during said meeting is enclosed with
the minutes, and
c) The Chairman, CDA, approved the resolutions

3. Powers of the general


assembly

a. Elect and remove directors, officers, and committee members for


cause;
b. Hear and pass the upon the reports of the Board of Directors,
officers, and committees;
c. Arbitrate in disputes or disagreement by and between members of
the board, committees, officers, and members;
d. Determine amendments to the Articles of Incorporation and Bylaws
e. Decide, subject to legal restrictions, on major financial policy changes;
f. Exercise final authority on all matters vitally affecting the cooperative; an
g. Exercise all the rights and privileges appurtenant to membership

4. Special General
Assembly
-may be called at any time by the Board of Directors in
between
Annual general assemblies to take up urgent matters

-special general assembly shall be convened by the President


within
30 days upon receipt of the call from:
a. At least 10% of the membership
b. The audit and inventory committee
c. The CDA or its authorized representative; and
d. The Federation or Union of which the cooperative is a
member

5. Board of Directors
a. Manner of Selection

The members of the board shall be elected by secret ballot by the


general membership at the annual assembly for a term of 2 years,
However, during the first election after registration, one-half plus one of
the directors garnering the highest number of votes shall serve for 2 years
the rest for one year. Thereafter, all directors shall serve for a term of two
years
All members in good standing who have the time and willingness to serve,
are qualified to be voted upon as directors
b. Disqualifications
1. holding any elective position in the govt except that of the barrio
councilman
2. having conflicting interest with the business of the Coop
3. having been absent for three(3) consecutive board meetings w/o
being excused

4. Being a full-time employee of the Kilusang Bayan


5. Having been convicted of any crime involving moral turpitude, gross
negligence, gross misconduct in the performance of his duties, or found
culpable in any administrative case involving such offenses
6. Facing as a defendant or respondent, in an administrative proceeding or
civil suit involving financial/or property accountability
7. Having been associated with any past anomalies in cooperatives, and
8. Having been disqualified pursuant to disqualifications prescribed by the
CDA
c. Power of the Board
the members of the Board of Directors, as a body and not acting in their
Individual capacity, shall have the following duties:

1. Exercise general supervision and control over the affairs of the cooperative
2. Prescribe policies consistent with the law, the bylaws, resolutions of the
membership assembly for the management of its business, and the guidanc
of its members, officers, and employees

d. Liability of the Board Member


Members of the board shall be jointly and severally liable for transactions,
acts, omissions made in violation of law, regulations of the bylaws, or the
decisions of the general assembly, except those who entered a protest
at the time when such transaction, act, omission was acted upon.

-Joint and Severally Liability- any aggrieved party or the cooperative has the
option to go after any member of the Board or all the members for the
performance of an undertaking or for damages incurred in connection
thereto.
e. Meetings of the Board

-shall meet after 10 days of their election to elect among themselves a


Chairman, Vice-Chairman
-Treasurer and Secretary are not members of the Board
-The Board shall designate said officers and fix their tenure & compensation
-Term of office for Chairman & Vice-Chairman is 2 years, until their successor
are elected and qualified unless sooner removed for cause
-Board shall meet at least once a month. However special meetings may be
called by the chairman

f. Quorum at, and notice of, Board meetings


-regular or special--- one-half plus one of the entire membership
-unless dispensed with by the Board, regular & special meetings shall
be served by the secretary at least 5 days before each meeting
g. Vacancies

-when a vacancy occurs by reason of death, incapacity, removal or


resignation, the remaining members of the Board constituting a quorum
shall fill such vacancy.. The successor shall serve the unexpired portion of
term. If the remaining members do not constitute a quorum, the CDA, shall
designate the successor

If at the regular general assembly the members cannot elect the members
of the Board due to lack of quorum and the directors whose term have
expired refuse to hold over, the CDA shall appoint from among the
members qualified the successor for the vacant position

h. Removal of the director


Members of the Board may be removed for cause by a
majority vote of the members in good standing present at a
regular or special general assembly called for the purpose
The democratic character of cooperatives demands that no
member shall be disenfranchised in his cooperative without
due
Process of law
On the other hand, officers, appointed or elected by the
Board or the committee may be removed for cause by the
Board or the committee concerned, by a majority vote of all
its members after giving the director or committee member
sought to be removed an opportunity to be heard

6. Officers of the Cooperative

Chairman

1. Shall preside over all meetings of the cooperative and the Board of
Directors
2. Perform any and all duties usually performed by a presiding officer
3. Sign all stock certificates, revolving fund certificates, and such othe
papers of the cooperative
4. Perform such other duties as the Board of Directors may prescribe

Vice-chairman

-shall perform the duties of the chairman in the absence of disa

of the latter. In the event of death, resignation, removal of the


chairman, the board may elect a successor

c.

Treasurer
1. take custody of all money, securities, and
papers of the cooperative
2. Keep complete record of its cash transactions
for the establishment and proof of his cash
position at any given time and date

3. Pay upon the recommendation of the manager


or as authorized by the Board of Directors, all
money transactions and certify to the correctness
of the cash position of the cooperative in all financial
statements and reports submitted to the Board of Directors
4. Turn over all money, securities, papers, books, and
other property belonging to the cooperative that he may
have in his possession upon election or appointment of his
successor

5. Post an adequate bond, the expenses of which


shall be paid by the cooperative, to assure the faithful
performance of his duties, and
6. Perform the duties of the secretary in the latters
absence or inability to perform his duties.

d. Secretary
1. Keep complete list of all members and maintain
a correct record of all meetings of the Board of
Directors and general assembly;
2. Give notices of all meetings called;
3. Keep an maintain the stock transfer book and
serve as custodian of the corporate seal of the
Kilusang Bayan (cooperative)

4. Turn over to his successor all bonds and other


properties in his possession
belonging to the cooperative;
5. Perform the duties of the treasurer in case the
latters absence or
inability to perform his duties

7. Management Staff
-appointed by the Board
-Headed by a General Manager
-in charge of day to day affairs of the cooperative
entrusted to them
-implement the policies of the Board and the
membership assembly to attain the objectives of the
coop
-members of the management staff are the policy
implementors of the cooperative, and as such, they
shall be responsible to the Board for the performance
of their functions

Duties of the General Manager

1. The manager, under policies set by the Board of Directors,


shall have general charge of all the phases of the
business operations of the cooperative. Upon the
appointment of his successor, he shall turn over to him all
money property and other assets belonging to the
cooperative which he has in his possessions or over he has
control

2. He shall maintain his records and accounts in such manner


that the true and correct condition of the business of the
cooperative may be ascertained therefrom at any time. He
shall render annual reports in the form and in the manner
prescribed by the Board of Directors, and shall preserve th
books, documents, correspondence, and records of
whatever kind pertaining to the business which may come
into his possession

3. Subject to the policies that may be promulgated by the


Board of Directors, he may employ, supervise, and dismiss
any agent and employee in the management force.

Accountant

No person shall be appointed to the position of accountant


Unless he possess the following qualifications:

1. Commerce graduate, major in accounting


2. Must have at least 2 years experience in cooperative
business
3. Must be honest and must have a deep sense of responsibility
4. Must not engaged directly or indirectly in any business similar
to that handled by Kilusang Bayan
5. Must not be facing or have been convicted of any
administrative or criminal case involving moral turpitude,
gross negligence, or grave misconduct in the performance
of his duties

6. He must not addicted to any form of gambling or


immoral or vicious habits
7. He must be willing to undergo pre-service and /or inservice training
Duties of the Accountant
1. He shall install adequate and effective accounting system
in the cooperative
2. He shall render monthly/annual(as may required)
reports to the Board of Directors on the financial
condition and operation
3. He shall coordinate with the manager and the audit and
inventory committee in assisting the Board in the
preparation of annual budgets

4. He shall assist the chairman in preservation of the books


of accounts, documents, vouchers, contracts, and records
of whatever kind pertaining to the business of the
cooperative which may come into his possession.
Manner of selection: Same as the manager
Compensation
The Members of the Board and Committees shall not be
Entitled to regular compensation; however, they may be
given per diems for actual attendance in Board and
Committee meetings, reimbursement of actual and necessary
Expenses while performing functions on behalf of the
Cooperative. They may also be given allowances subject to
the discretion of the general assembly

References:
Fajardo, Feliciano R. Cooperatives. 4th ed. 1999

THANK YOU

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