Guide AOC BL
Guide__AOC_BL
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Guide to Fill-up the
Cooperative Model of Articles of Cooperation and By-laws
A. ARTICLES OF COOPERATION
1. Write the complete name of the cooperative as indicated in the approved
Name Reservation Slip/Notice on the space provided after the phrase
“Articles of Cooperation of” and, on the space in Article I “Name of
Cooperative”.
Article II. Type and Purpose/s – Indicate the type of cooperative in accordance
with Article 23 (1) of RA 9520 and enumerate the specific business/service to
be undertaken by the cooperative. If applicable, allied/related undertakings
should be specified. These undertakings are necessary and incidental to the
specific business/service of the cooperative. Note: Add additional blanks if
necessary.
2. Article V. Term of Existence – Fill up the blank with words and the
parenthesis with numeric value of the desired period, which should not
exceed fifty (50) years.
3. Article VI. Common Bond of Membership
Indicate only one (1) bond of membership on the 1st blank as enumerated
below:
Residential, members working and/or residing in the same place
Institutional, members consist of employees, workers and/or officers of
a particular institution
Associational, members come from a registered and/or recognized
association, group, club, fraternity, and other similar aggrupation.
Recognized association means legitimate aggrupation of persons which
is publicly known in a particular community and able to present
certification from applicable government entity.
Occupational, members come from same or allied profession or
occupation
In case the common bond of membership is associational or institutional, the
specific coverage of the association or institution must be indicated with
certainty to ensure that the proposed cooperative shall recruit members only
from the association or institution with identified area of operation. For 2nd
space, indicate specific membership in the example below.
On 2nd blank, the cooperative should indicate further to delimit their
common bond of membership by specifying the appropriate field of membership.
Example, A Homeowners association within Blue Ridge Subdivision in
Quezon City cannot recruit members beyond such subdivision. Also, the CDA
Central Office Employees Cooperative cannot recruit members from CDA Extension
Offices’ Employees.
4. Article VII. Area of Operation - Indicate in the first blank the place where the
cooperative shall recruit members. Fill up the second blank with complete
principal/head office address of the proposed coop indicating the
number/unit/floor, street, barangay, city/municipality, district, province,
and zip code. The principal office shall be within the area of operation.
5. Article VIII. Names and Addresses of Cooperators - Fill-up the complete
names and postal addresses of all cooperators.
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6. Article IX. Board of Directors
a. Fill-up the number of board of directors the minimum of which is five (5)
but not more than fifteen (15). It is recommended to prescribe odd
number in determining the number of member of the board of directors.
b. Enumerate the names of the elected board of directors
7. Article X. Capitalization
a. Indicate in the first blank (in words and figure) the total authorized
capital as prescribed by the cooperative.
b. Indicate in the second blank (in words and figure) the total number of
shares
c. Indicate the amount of par value (in words and figure) of each share. The
par value of a share capital should not be more than One Thousand Pesos
(Php 1,000.00). The par value shall be divisible by one peso (Php1.00). In
case the cooperative opt to offer preferred share capital the wordings of
Article X shall be as follows:
“Article X
Capitalization
That the Authorized Share Capital of this Cooperative is
_____________________________________________ PESOS
(Php______________), divided into:
a) __________________________________ (________) common
shares with a par value of ______________________________ (Php
______ ) per share; and
b) _______________________________ (_______) preferred
shares with a par value of _______________________________
(Php ______ ) per share.”
d. When Preferred Shares is prescribed in the articles of cooperation, a
corresponding provision on associate membership shall be provided in the
by-laws.
8. Article XI. Subscribed and Paid-up Share Capital
a. Indicate in the first blank (in words and figure) the amount of total
subscribed capital which should not be less than twenty five percent
(25%) of the authorized capital
b. Indicate in the second blank (in words and figure) the amount of total
paid-up capital which should not be less than twenty five percent (25%) of
the total subscribed share capital
The schedule of subscribed and paid-up capital of cooperative with
preferred share capital shall be as follows:
ARTICLE XI
Subscribed and Paid-up Share Capital
That the amount of
_________________________________________(Php________) of the authorized
share capital has been subscribed,
and____________________________________________ (Php________) of the total
subscription has been paid, by the following members-subscribers:
A. Common Share Capital Subscribers
Names
No. of
Subscribe
d Shares
Amount of
Subscribed
Shares
No. of
Paid-up
Shares
Amount of Paid-
up Shares
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B. Preferred Share Capital Subscribers:
Names
No. of
Subscribe
d Shares
Amount of
Subscribed
Shares
No. of
Paid-up
Shares
Amount of Paid-
up Shares
9. Certification Clause - The name of the elected treasurer shall be indicated in
the first blank. Also, specify the date, month, year, and place of execution of
the articles. The list of cooperators with their corresponding signature must
likewise be completely provided. In case of amendment by substitution, the
Treasurer may be appointed.
10. Witnesses - two credible witnesses neither of whom is privy to the document
in the spaces provided indicating their printed name and signature to attest
in the execution of the articles.
11. Acknowledgment- Just fill up the matrix with required information. Other
blanks shall be accomplished by the notary public.
General Instruction: The Articles of Cooperation being a contract between the
cooperative and the Authority, the following must be observed:
1. All organizers(cooperators) must affix their signatures on the margin of each
and every page thereof except the page where the names and signatures of
cooperators are provided;
2. All four (4) copies of the articles of cooperation to be submitted to CDA shall
bear original signatures;
3. No photocopy of documents shall be accepted;
4. The paper must be in 8.5”x 13” or 8.5”x 14” and the font type and size is
Bookman Old Style 12;
5. Four (4) copies of documents must be submitted in separate folders; and
6. The use of metallic objects in fastening the documents is not allowed.
Proof of Identity in the acknowledgment portion shall refer to any competent
evidence of identification or document for identification as determined by
notary public. Competent evidence of identity shall refer to: a) at least one
current identification document issued by an official agency bearing the
photograph and signature of the individual; or b) the oath or affirmation of
one credible witness not privy to the instrument or transaction who is
personally known to the notary public and personally knows the individual,
or of two credible witnesses neither of whom is privy to the document or
transaction who each personally knows the individual and shows to the
notary public documentary identification.
B. TREASURER’S AFFIDAVIT
1. Indicate the complete name of the treasurer, name of cooperative,
capitalization which must tally with the figures provided in the articles of
cooperation and total membership fees received;
2. The Treasurer should indicate the date, place of execution and affix his/her
signature in the document; and
3. The jurat is to be filled-up by the notary public.
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C. BY-LAWS
1. Title – The first blank should indicate the full name of the cooperative as
indicated in the approved Name Verification Slip/Reservation Notice.
2. Article II, Section 1 – Indicate in the space provided regular or associate or
both whichever is applicable.
A regular member is one who has complied with all the membership
requirements and entitled to all the rights and privileges of membership.
An associate member is one who has no right to vote nor be voted
upon and shall be entitled only to such rights and privileges as the by-laws
may provide.
3. Article II, Section 2 – Indicate in the space the field of membership of the
cooperative which should be consistent with the common bond as provided
for in the articles of cooperation.
Example. For residential, field of membership should be residents of
Barangay 103; For institutional, field of membership should be employees of
ABC Corporation; For Associational, field of membership should be members of
CDE Association; and for occupational, field of membership should be
merchandiser/promodiser, etc..
It is required to prescribe additional section if the cooperative opted to
have associate members in their bylaws.
4. Article II, Section 3.d, the blank should indicate other requirements the
cooperative may deem necessary, otherwise delete the blank.
5. Article II, Section 4, indicate in words and number the days within which the
BOD should approve or deny the application for membership in the
cooperative. Likewise, indicate in the succeeding paragraph the required
membership fee by stating the amount in words and in pesos.
6. Article II, Section 6, indicate the number of shares subscribed and the
corresponding number of shares to be paid by the member upon approval of
application for membership.
7. Article II Section 7, the cooperative may add other duties and responsibilities
of a member provided it is not contrary to law, morals, public interest, etc etc.
8. Article II Section 8, in case the cooperative provides for associate
membership, Section 8 shall have sub-section 8.1 Regular Members and sub-
section 8.2. Associate Members. The following provision shall be included
among others under Section 8.2 “Has preference in the payment of interest on
share capital and in the distribution of the net assets of the Cooperative in
case of liquidation”.
Article III Section 2, indicate powers to be delegated to a smaller body.
9. Article IV - Section 1, indicate in words and numerals the number of Board of
Directors in the cooperative. The number must be consistent with the
provision of the Articles.
10. Article IV –Section 4 and Section 5, the cooperative may provide for term
limitation. If so, indicate the number of years as term limit and the
consecutive terms a BOD member may be disqualified as such in running for
the same office.
11. Article V - Section 1, indicate the number of members which should be at least
three (3) of the Audit Committee.
12. Article V - Section 3, indicate the number of members which should be at least
three (3) of the Election Committee.
13. Article V - Section 5, indicate the number of members which should be at least
three (3) of the Education and Training Committee.
14. Article V - Section 7, indicate the number of members which should be at least
three (3) of the Mediation and Conciliation Committee.
15. Article V - Section 9, indicate the number of members which should be at least
three (3) of the Ethics Committee
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Note: Coop may also prescribe/constitute other committees peculiar to the type
of coop e.g, credit committee, production, consumer, etc.
16. Article VII - Section 2, indicate the a. percentage and its peso value of the
monthly income, b. the minimum percentage in the interest on capital and
patronage refund, and c. minimum percentage of the value of the
goods/service acquired from the cooperative, will be allocated to the provision
on continuous capital build-up in the cooperative.
17. Article VIII Section 1.a, indicate the primary business/services of the
cooperative in accordance with the purpose stated in the articles of
cooperation of the cooperative.
Proponent may also provide additional sections to indicate the specific
operational concepts and procedures that will be undertaken by the
cooperative. The same should highlight the significant terminology and
framework that will be prescribed.
18. Article IX – Section 1(a-d), the cooperative shall fix the percentage allocated
for all Statutory Reserves in accordance with the provision of Article 86, RA
9520.
The second paragraph will not apply to cooperatives existing for more than five
(5) years.
19. Article XII - Indicate the day, month, year and, place the By-laws was
executed and adopted and indicating the names and signatures of those who
took part in the adoption thereof. It is suggested that the list of other adopting
members must be provided in separate sheet of paper as proof majority
adopted thereon.
Note: a. The authorized officer must initial all items with erasure or super
imposition to validate changes made thereon.
b. For new cooperative at least majority of members including the
cooperators shall sign on the certification portion. For existing cooperative
applying for amendment by substitution, at least majority of the Board of
Directors shall sign in the certification portion.
