November 11, 2023
Board of Directors
Vacancy in the Audit Committee and opening of applications therefor
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The General Assembly is composed of all the members entitled to vote, duly assembled and constituting a quorum and is the highest policy-making body of the Cooperative.
Powers of the General Assembly
Subject to the pertinent provisions of the Cooperative Code and the rules issued thereunder, the General Assembly shall have the following exclusive powers which cannot delegated.
- To determine and approve amendments to the Cooperative Articles of Cooperation and By-laws;
- To elect or appoint the members of the Board of Directors, Audit committee and Election Committee, and remove them for cause; and
- To approve developmental plans of the Cooperative.
General Assembly Meeting
Meetings of the General Assembly, may be regular or special. All proceedings and business(es) undertaken at any meeting of the General Assembly, if within the powers or authority of the Cooperative, there being a quorum, shall be valid.
Regular members are required to attend the meetings for the purpose of exercising all the rights and performing all the obligations pertaining to them, as provided by the Code.
Schedule of General Assembly Meeting
The General Assembly shall hold its annual regular meeting every last Sunday of March of each fiscal year at the principal office of the Cooperative or at any place within the area of operation as designated by the Board of Directors. Sequential general assembly meeting may be conducted with the approval of the Cooperative Development Authority with the recommendation of the Board of Directors in case of fortuitous events.
The Board of Directors may, by a majority vote of all its members, call a Special General Assembly meeting at any time to consider urgent matters requiring immediate membership decision. The Board of Directors must likewise call a Special General Assembly meeting within one (1) month from receipt of a written request from:
- at least ten (10) percent of the total number of members entitled to vote;
- the Audit Committee; or
- the Federation or Union to which the Cooperative is a member, or
- upon order of the Cooperative Development Authority.
Notice of General Assembly Meeting
- Regular General Assembly Meeting. Notice of the annual Regular General Assembly meeting shall be served by the Secretary, personally or his/her duly authorized representative by registered mail, or by electronic means to all members, at his last known postal address, or by posting or publication, or through other electronic means, at least one (1) week before the said meeting. It shall be accompanied with the agenda, minutes of meeting of the last general assembly meeting, consolidated reports of the Board of Directors and Committees, audited financial statements, and other papers, which may assist the members to intelligently, participate in the proceedings.
- Special General Assembly Meeting. Notice of any Special General Assembly meeting shall be served by the Secretary personally or his duly authorized representative by registered mail or by electronic means to all members who are entitled to vote at his/her last known postal address, or by posting or publication, or through other electronic means, at least one (1) week before the said meeting. It shall state the purpose and, except for related issues, no other business shall be considered during the meeting.
- Notice of any meeting may be waived, expressly or impliedly, by the member concerned.
Quorum for General Assembly Meeting
During Regular or Special General Assembly meeting, at least 25% of the total number of members entitled to vote shall constitute a quorum. In case of sequential general assembly meeting, quorum shall be determined by the cumulative number of attendance of members entitled to vote.
Only members entitled to vote shall be qualified to participate and vote in any General Assembly meeting. A member is entitled to one vote only regardless of the number of shares he/she owns.
Election or removal of Directors and Committee members shall be by secret ballot. Action on all matters shall be in any manner that will truly and correctly reflect the will of the membership. No proxy and/or cumulative voting shall be allowed.
Members Entitled to Vote
Any regular member who meets the following conditions is a member entitled to vote:
- Has paid the membership fee and the value of the minimum shares required for membership;
- Has not been delinquent in the payment
- of his/her share capital subscriptions and other accounts or obligations;
- Has completed the continuing education program prescribed by the Board of Directors;
- Has participated in the affairs of the Cooperative and has patronized its businesses in accordance with cooperative’s policies and guidelines; and
- Has complied with all other obligations, duties and undertakings of membership; and
- Has been a regular member for at least one (1) year prior to the conduct of the General Assembly.
Failure of the member to meet any of the above conditions shall mean suspension of voting until the same have been lifted upon the determination of the Board of Directors.
Consequently, a member entitled to vote shall have the following additional rights:
- Participate and vote on all matters deliberated upon during general assembly meetings;
- Seek any elective or appointive position, subject to the provisions of this By-Laws and the Philippine Cooperative Code of 2008; and
- Such other rights and privileges as maybe provided by the General Assembly.
This article was updated September 22, 2023