Part III

How To Manage Your Cooperative

By organizing and registering a cooperative, you have taken the first steps toward helping prospective cooperative member make fuller use of their resources. The next steps requires a certain knowledge of management, of the provisions of laws affecting cooperatives, and most importantly, husbanding and channeling the coop's assets into productive investments so that they will grow. Here are some basic facts you have to know about managing and running cooperatives profitably.


Does A Cooperative Follow A Basic Organizational Structure?

Yes.

Your cooperative will need at least the following for its day to day operation.
General Assembly
Board of Directors
Set of Officers
Committee System
Hired management/ paid employees

What Is The General Assembly?

The General Assembly is the highest policy-making body of the cooperative and is the final authority in the management and administration of the affairs of the cooperative.

It is composed of members who are entitled to vote, duly assembled and constituting quorum.

The general assembly holds at least one meeting a year; the date of the meeting is fixed in the by laws, or within 90 days after the close of each fiscal year.

For newly registered cooperatives a special general assembly meeting must be called within 90 days from the date of approval.


What Are The Powers Of The General Assembly?

The General has the following exclusive powers which cannot be delegated:
To determine and approve amendments to the articles of cooperation and by laws;
To elect or appoint the members of the board of directors, and to remove them for cause;
To approve developmental plans of the cooperative; and
Other matters requiring a 2/3 vote of all the members of the general assembly

What Is The Board Of Directors?

The Board of Directors is the body that formulates policies, directs, supervises and manage the business of the cooperative.

It is composed of five (5) to fifteen (15) members elected by the general assembly.

Their term of office is determined by the laws of the cooperative. A term of office must not exceed two years. Also no director can serve for more than three (3) consecutive terms.

The board of directors must hold monthly meetings, unless the by laws say otherwise. Special meetings may be called any time by the chairman.

Directors cannot attend or vote by proxy at board meetings.


Who Can Be Members Of The Board Of Directors?

All regular members who meet the qualification and none of the disqualification set by the laws of the cooperative can be elected to the board of directors.


How Are The Officers Of The Cooperative Chosen?

The board of directors elect among themselves only the chairman and vice- chairman.

Then they either elect or appoint the other officers needed by the cooperative, such as the treasurer who takes custody of all the moneys, securities and papers and maintains complete records of its cash transactions and secretary who keeps the records of the cooperative.


What Are The Committees Needed By A Cooperative?

Through the bylaws, a cooperative may be form any committee it thinks necessary for its operation.

An executive committee may also be formed. The board of directors appoints its members and may, through a majority vote, delegate powers to it.

As a reminder an audit committee must be provided for in the bylaws of the cooperative.


What Constitutes A Quorum?

Unless the by laws define it otherwise, a quorum consist of 25% of all the regular members entitled to vote. For the board of directors a simple majority of its member makes a quorum.


What Books Should Be Maintained And Kept Open?

Books to be maintained and kept open to the members of the cooperative and the CDA are :
A copy of the Cooperative Code of the Philippines and all other laws about cooperatives;
A copy of the regulations of the CDA;
A register of member;
Minutes of the meetings of the general assembly, board of directors and committees; Share books;
Financial statements; and
Other documents as may be prescribed by laws or the by-laws.

Are Cooperatives Required To Be Audited Annually?

Yes, Cooperatives are subject to an annual audit by an auditor who is independent of the cooperative being audited and of any subsidiary of the cooperative and is a member of any recognized professional accounting or cooperative auditor's association with similar qualifications.


Is There A Needed For An Annual Report?

Yes.

An annual report about the affairs of the cooperative must be given to each member and to the federation/union to which it is affiliated and the CDA every fiscal year.

Failure to file the annual report may result in cancellation of the certificate of registration.