Upmost Amended by Laws A
Upmost Amended by Laws A
Upmost Amended by Laws A
OF
UPMOST Labor Service Cooperative
KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned Filipino citizen, of legal age, and residents of the
Philippines, representing at least majority of the members of the UPMOST Labor
Service Cooperative, a primary labor service cooperative, do hereby adopt
the following code of By-laws.
ARTICLE I
Purposes and Goals
Section 1. Purposes and Goals. The purposes and goals of this
Cooperative are those set forth in its Articles of Cooperation.
ARTICLE II
Membership
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Section 8. Member Entitled to Vote. Any regular member who meets the
following conditions is a member entitled to vote:
a) Paid the membership fee and the value of minimum shares
required for membership;
b) Not delinquent in the payment of his share capital subscriptions
and other accounts or obligations;
c) Not violated any provision of this By-laws, the terms and
conditions of the subscription agreement; and the decisions,
guidelines, rules and regulations promulgated by the Board of
Directors and the general assembly;
d) Completed the basic orientation training program prescribed by
the Board of Directors; and
e) Participates in the affairs of the Cooperative and patronize its
businesses.
Failure of the member to meet any of the above qualifications shall mean
loss of right to vote as declared by the board of directors.
Section 9. Rights of a Regular Member Entitled to Vote. A member
entitled to vote shall have the following rights:
a) Participate and vote on all matters deliberated upon during
general assembly
meetings;
b) Seek any elective or appointive position, subject to the
provisions of this By-Laws and the Cooperative Code of the
Philippines;
c) Avail himself of the services of the Cooperative, subject to
certain conditions as may be prescribed by the Board of
Directors;
d) Inspect and examine the books of accounts, the minutes books,
the share register, and other records of the Cooperative during
office hours; and
e) Such other rights and privileges as may be provided by the
General Assembly.
his share capital contribution. In which case, the terminated member shall
continue to be entitled to the interest of his share capital contributions,
patronage refund and the use of the services of the Cooperative until such time
that all his interests in the Cooperative shall have been duly paid. Upon the
acceptance of his withdrawal or approval of his termination, however, he losses
his right to attend, participate and vote in any meeting of the Board of
Directors or the general assembly.
ARTICLE III
Administration
Section 14. The General Assembly. The general assembly is composed of
all the members entitled to vote and is the highest governing body of the
Cooperative.
Section 15. Powers of the General Assembly. Subject to the Provisions of
the Amended Cooperative Code of the Philippines and the rules issued
hereunder, the general assembly duly assembled shall have the following
powers:
a)
b)
c)
d)
e)
f)
Roll call;
Proof of due notice;
Call to order;
Declaration of presence of quorum;
Consideration of presence of quorum;
Reading and approval of the previous minutes of meeting;
Matters arising from the minutes;
Consideration of the consolidated report of the board of directors,
officers, and the committees, including audited financial statements
of the Cooperative;
i. Unfinished business;
j. Election of directors and committee members;
k. Approval of Development Plan and Budget;
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l. New business;
m. Other matters; and
n. Adjournment
Section 21. Quorum for General Assembly Meeting. During regular or
special general assembly meeting, at least twenty five percent (25%) of the total
number of members entitled to vote shall constitute a quorum.
Section 22. Voting System. 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 owned.
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.
ARTICLE IV
Board of Directors
Section 23. Composition of the Board of Directors (BOD). The conduct
and management of the affairs of the Cooperative shall be vested in the Board
of Directors, which shall be composed of five (5) members.
Section 24. Functions and Responsibilities. The Board of Directors shall
have the following functions and responsibilities:
a. Provide general policy direction;
b. Formulate the strategic development plan;
c. Determine and prescribe the organizational and operational structure;
d. Review the Annual Plan and Budget and recommend for the approval
of the GA;
e. Establish policies and procedures for the effective operation and
ensure proper implementation of such;
f. Evaluate the capability and qualification and recommend to the GA the
engagement of the services of the External Auditor;
g. Appoint the members of the Mediation/ Conciliation and Ethics
Committees and other Officers as specified in the Code and
cooperative By-laws;
h. Declare the members entitled to vote;
i. Decide election related cases involving the Election Committee and its
members;
j. Act on the recommendation of the Ethics Committee on cases involving
violations of Code of Governance and Ethical Standards; and
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Committee
Section 33. Audit Committee. An Audit Committee is hereby created
and shall be composed of three (3) members to be elected during a general
assembly meeting and shall hold office for a term of two (2) years or until their
successors shall have been elected and qualified. Within ten (10) days after
their election, they shall elect from among themselves a Chairman, ViceChairman and a Secretary. No member of the committee shall hold any other
position within the Cooperative during his term of office. The Committee shall
provide internal audit service, maintain a complete record of its examination
and inventory, and submit an audited financial report quarterly or as may be
required by the Board and the general assembly.
The audit committee shall be directly accountable and responsible to the
General Assembly. It shall have the power and duty to continuously monitor
the adequacy and effectiveness of the cooperative's management control system
and audit the performance of the cooperative and its various responsibility
centers.
Section 34. Functions and Responsibilities. The Audit Committee shall:
a. Monitor the adequacy and effectiveness
management and control system;
of
the
cooperatives
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Section 48. Duties of the General Manager. The General Manager shall:
a. Over all in-charge of all the phases of the business operations of
the Cooperative, subject to the policies and guidelines set by the
board of directors and the general assembly.
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he shall be required to pay the membership fee of Two Hundred (P200.00) Pesos
and a transfer fee of Fifty (P50.00) Pesos.
In case of lost or destroyed share certificate, the Board of Directors may
issue a replacement after the owner thereof executes a sworn affidavit in
triplicate, setting forth the following and payment of Twenty Five (P25.00)
Pesos:
a.
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ARTICLE IX
Allocation and Distribution of Net Surplus
Section 63. Allocation - At the end of its calendar year, the Cooperative
shall allocate and distribute its net surplus as follows:
A. Reserve Fund. Ten (10%) percent shall be set aside for Reserve
Fund subject to the following rules:
a) The reserve fund shall be used for the stability of the Cooperative
and to meet net losses in its operations. The general assembly
may decrease the amount allocated to the reserve fund when it
has already exceeded the authorized share capital. Any sum
recovered on items previously charged to the reserve fund shall be
credited to such fund.
b) The reserve fund shall not be utilized for investment, other than
those allowed in the Cooperative Code. Such sum of the reserve
fund in excess of the authorized share capital may be used at any
time for any project that would expand the operations of the
cooperative upon the resolution of the general assembly.
c) Upon the dissolution of the cooperative, the reserve fund shall not
be distributed among the members. However, the general assembly
may resolve:
1) To establish usufructuary fund for the benefit of any federation
or union to which the cooperative is affiliated; or
2) To donate, contribute or otherwise dispose of the amount for
the benefit of the community where the cooperative operates. If
the member could not decide on the disposition of the reserve
fund, the same shall be given to the federation or union to
which the cooperative is affiliated or operating within the
cooperatives area of operation.
B. Education and Training Fund. Five (5%) percent shall be set aside for
Education and Training Fund.
a) Half of the amount allocated to the education and training fund
annually under this subsection may be spent by the cooperative for
education training and other purposes; while the other half may be
remitted to the cooperative education and training fund of the
federation and union of which the cooperative is a member.
3.
4.
5.
6.
d) Prayer which shall state the relief sought and such other relief
as may be deemed just and equitable.
Baseless complaint. Within seven (7) days from receipt of the complaint,
The committee shall determine the merit of the complaint. If upon its
sound discretion, the complaint is found to be baseless or without merit, it
may out rightly dismiss the same and inform in writing the complainant,
expressly stating the legal and factual bases of its decision.
Valid cause of action. If the complaint states a valid cause of action, the
committee shall forthwith inform in writing the respondent/s providing him a
copy of complaint, and directing him to submit his answer within ten (10) days
from receipt thereof. The Committee Chairman may, upon written request by
the respondent, extend the period within which to file his answer provided that
it shall not exceed ten (10) days.
Withdrawal of complaint. At any time before judgment, the complainant
may, in writing, withdraw his complaint or enter into a compromise
agreement and the case shall be considered dismissed or settled, as the
case may be.
Answer. In his answer, the respondent shall specifically admit or deny,
or deny only a part of averment in the complaint. He shall set forth the
substance of the matter upon which he relies to support his denial. If he
denies only a part of the averment, he shall specify so much of it, as it is true
and deny the remainder. He may also state that he had no sufficient
knowledge as to the truth of a certain matter alleged in the complaint and this
shall have the effect of denial. Any averment in the complaint not specifically
denied shall be deemed admitted.
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7.
Preliminary conference. Within seven (7) days from the receipt of the
answer, the committee shall set a preliminary conference whereby only the
parties are invited for possible amicable settlement. If no settlement is made,
the chairman may, at his discretion or upon request of either party, set another
conference, which shall not be later than ten (10) days. Any party may waive
his right to a preliminary conference and instead move in writing for a formal
hearing. In which case, the chairman shall set a date, time and place of
hearing and the secretary shall notify in writing the parties at least three (3)
days before the date fixed.
8.
Manner of hearing. The Committee may adopt any manner of hearing
that best serve the purpose of resolving the dispute objectively, fairly and
amicably. The Committee shall always exert all possible efforts to settle the
dispute or encourage the parties to enter into a compromise agreement. The
Committee may schedule a series of hearings until the parties shall have
completed the presentation of their respective evidence. After which, it shall
decide the case within fifteen (15) days from the date of the last hearing,
categorically stating the legal and factual basis of its decision.
9.
Appeal to the Board of Directors. Any party to a controversy may appeal
to the Board of Directors within fifteen (15) days from receipt of a copy of the
decision. After the period to appeal, the decision of the committee shall
become final and executory and can no longer be reopened, except when the
appealing party can show proof that the decision is patently erroneous or
obtained through fraud, accident, mistake and excusable
negligence or the Committee has committed grave abuse of discretion.
10.
Decision of the Board. Within thirty (30) days from receipt of the records
of the case, the Board of Directors, constituting a quorum, shall review
and decide the case, specifically stating the reasons and basis of its decision.
The parties may be summoned to appear before the Board of Directors to
clarify certain matters, or to submit additional evidence.
11.
Appeal to the General Assembly. The decision of the Board of Director
may be appealed to the general assembly whose decision shall be final, save
those reserved to the adjudicatory powers of the Cooperative Development
Authority as provided under the Cooperative Code of the Philippines and other
existing rules and laws.
Section 66. Disputes Involving Members of the Mediation and
Conciliation Committee and Board of Directors. If one of the parties to a
controversy is a member of the Conciliation Committee, the chairman shall
endorse the case to the Board of Directors who shall resolve the case following
the procedures prescribed in the proceeding section.
If one or both parties are members of the Board of Directors and the
Conciliation Committee, the Chairman of the Committee shall communicate in
writing such fact to the Chairman of the Board of Directors who shall forthwith
call a special board meeting to form a five-man Special Conciliation
Committee, consisting of the heads of Audit and Election Committees, the
Secretary and one representative of each party. The special committee shall
convene immediately and after electing from among themselves the Chairman,
Vice-Chairman and the Secretary, proceed to resolve the case in accordance
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with the procedures prescribed in the proceeding section. The committee shall
automatically cease to exist upon the final resolution of the controversy.
Voluntary Arbitration. Any dispute, controversy or claim arising out of or
relating to this By-laws, the cooperative law and related rules,
administrative guidelines of the Cooperative Development Authority,
including disputes involving members, officers, directors, and committee
members, intra-cooperative disputes and related issues, and any question
regarding the existence, interpretation, validity, breach or termination of
agreements, or the membership/general assembly concerns shall be
exclusively referred to and finally resolved by voluntary arbitration under
the institutional rules promulgated by the Cooperative Development
Authority, after compliance with the conciliation or mediation
mechanisms embodied in the bylaws of the cooperative, and in such
other applicable laws.
ARTICLE XI
MISCELLANEOUS
Section 67. Investment of Capital. The Cooperative may invest its
capital in any or all of the following:
a)
b)
c)
d)
e)
ARTICLE XII
Amendments
Section 70. Amendment of Articles of Cooperation and By-laws.
Amendments to the Articles of Cooperation and this By-Laws may be adopted
by at least two-thirds (2/3) votes of all members with voting rights without
prejudice to the rights of dissenting members to withdraw their membership
under the provisions of the Philippine Cooperative Code of 2008.
The amendment/s shall take effect upon approval by the Cooperative
Development Authority.
Voted and adopted this 15th day of November , 2009 in Muntinlupa City,
Philippines.
NO.
PRINTED NAME
SIGNATURE
SIGNED
Calanao, Wilfredo A.
SIGNED
Dalisay, Marivic D.
SIGNED
SIGNED
SIGNED
Entila, Manolo N.
SIGNED
Erese, Carolyn J.
SIGNED
Gamboa, Eusebio C.
SIGNED
Labrador, Alejandro N.
SIGNED
SIGNED
10
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11
Marabillo, Idiamitto B.
SIGNED
12
SIGNED
13
Rojo, Helmie B.
SIGNED
14
Trinidad, Venus O.
SIGNED
15
Vidal, Vilma A.
SIGNED
SIGNED
CARMELITA S. GAMBOA
LOPENA
SIGNED
ARSENIO N.
Signature Over
Printed Name
BOARD OF DIRECTORS
_____________________
Benito F. Marasigan
Chairperson
__________________________
Maria Angelica Z. Jison
Vice Chairman
___________________________
Theamar Yu
Member
__________________________
Richard Sy
Member
___________________________
Samuel D. Capillas
Member
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