ORGANIZATIONAL STRUCTURE OF A PRIMARY COOPERATIVE

GENERAL ASSEMBLY

AUDIT & INVENTORY BOARD OF ELECTION

COMMITTEE DIRECTORS COMMITEE

Chairperson
EDUC. & TRAINING
COMMITEE Vice-Chairperson

MEDIATION & CONCILIATION Secretary*

COMMITTEE
Treasurer*
CREDIT COMMITEE

ETHICS COMMITEE

Legend: Manager
Elected
Appointed Bookkeeper Cashier
* Outside the BOD
CDA RegionIV (CRITS) 10/27/2023 2
Authority
Responsibility
Accountability
Liability

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 thepower to execute one’s
functions and exercise one’s
duties to achieve the mission
and objectives of the position
or role relative to the
organization

4
 refersto the results to be
produced and the tasks/works
to be performed by an
individual relative to the
position/role in the
organization

5
 refersto the obligation of
an individual to answer
for the effectiveness in
the fulfillment of his/her
responsibilities

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 Legal consequence of an
action or inaction
 An obligation one is
bound in law or justice to
perform (Black’s Law
Dictionary)
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Shall mean the full membership of the
cooperative duly assembled for the
purpose of exercising all the rights
and performing all the obligations
pertaining to cooperatives.

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 The GA shall be the highest policy
making body of the cooperative
and shall exercise such powers as
are stated in this code.

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1. To elect competent and capable members of the
board of directors, audit and election committees;
2. To adopt and amend the articles of cooperation
and by-laws;
3. To review, modify, reject or approve
developmental plans and programs;
4. To hear and pass upon the reports of the Board of
Directors, Officers and committees;
5. To take final decision on any substantial change
in the financial and operational policies ;
6. To enter into merger or consolidation with other
cooperatives;

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7. To approve the plan of division of the
cooperative;
8. To delegate the power to decide on appeal for
disapproval of application;
9. To delegate the power to review and determine
the amendment to the articles of cooperation and
by-laws .
10. To ratify voidable contract entered into by the
Board of Directors;
11. To dissolve the cooperative voluntarily; and
12. Such other matters requiring a 2/3 vote of all the
members of the General Assembly

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 Accountable to oneself, to
other members and
ultimately to the
community

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 The body entrusted with the direction and
management of the affairs of the
cooperative

 Composed of not less than 5 not more than

15 members elected by the General
Assembly for a term fixed in the by-laws

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 POWER AND CAPACITIES OF THE BOARD OF
DIRECTORS

1. Certify under oath the amendment to articles

of cooperation and bylaws;
2. Approve application for membership;
3. Approve withdrawal of membership;
4. Appoint officers of the cooperative;
5. Appoint members of standing committees

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6. Determine compensation of employees
7. Approve disposition of records which are
already 5 years old
8. Determine the adequacy of surety bond
of accountable officers and employees
9. Issue revolving fund certificate as
authorized by the GA
10.Present complete audit report to the
general assembly

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11. Terminate a member after due process
12. Call special general assembly meeting
13. Admit as director or committee member one
appointed by any financing institution
14. Fill up vacancy in the board other than expiration
of term if still constituting a quorum
15. Place erring officer under preventive suspension

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16. The Board has ultimate authority for the
management of cooperative
17. Their authority exist as a board in duly called
meeting and does not reside in them as
individual.
18. The Board represents members shareholder,
provides stewardship on their behalf.
19. The Board is considered as symbol of strength
and leadership
20. Prescribe the form and maintenance of
membership records
21. Recommend changes in the Articles of Cooperation
and the By-Laws

22. Adopt, use and alter the corporate seal

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23. Determine which employees are to be
bonded fix the amount of their bonds and
provide for adequate insurance
protection for all facilities equipment and
personnel;
24. Call special meetings of the board
25. Enter into contracts, sue and be sued
26. Provide for the installation of an
accounting system;

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27. Determine the manner, form and amount
of patronage refunds
28. To supervise and control the affairs of the
cooperative thru its General Manager;
29. To formulate policies consistent with laws,
the by-laws and the resolutions of the General
Assembly;
30. To determine the adequacy of the bond of
the accountable officers;
31. To elect from among themselves the
Chairman and the Vice-Chairman

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32. To appoint a Secretary and a Treasurer
outside of the BOD;
33. To appoint members of the Education
Committee and other committees it may create
and to make these committees functional and
effective;
34. To fill vacancies in the Board by
appointment if in quorum, and if not in
quorum thru special General Assembly;
35. To act on application and termination of
membership;

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36. To appoint the members of the
management staff, fix their compensation and
tenure;
37. To draw up a cooperative development
plan and the corresponding annual operation
plan together with its capital and operating
budgets, respectively for approval by the
General Assembly; and
38. To prescribe rules and regulations
governing cooperative operations

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1. Responsible for the strategic planning,
direction-setting and policy-formulating
activities
2. They have both moral and legal responsibility
to serve the best interests of the members
3. Their authority exist as a board in duly called
meeting
4. They are responsible for hiring the best
trained and most efficient/effective managers

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5. They should not interfere in the day to day
operation of the business
6. They must know and understand the
financial operation of the cooperative
7. They should keep the membership,
informed about the cooperative

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8. They should maintain the cooperative as
an efficient and effective business
institution.
9. Directors is responsible to further their
knowledge of and training in
management.
10. Responsible to represent their cooperatives
in any activities as the case may be.

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11. Provides continuity of coop
12. Ensures effective and harmonious Board
management relation
13. Establish the strategic direction of the
coop
14. Maintain effective relation with other
cooperative

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15. Maintain a healthy level of communication
with membership
16. Develop transparent financial management
system

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17. Establish key performance indicators to
the cooperative in the component of
people, money and development
18. Meet regularly and punctually
19. Contribute personal time and talent to
achieve competence required of a director
20. Exercise of independent judgment .

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21. Treat confidential business of coop
in strict confidence
22. Evaluate performance in relation to
Vision, Mission & Goals /Objective
(VMGO) Plans & Policies
23. Clearly separate personal interest to
duties and responsibilities as a
director.

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Directly accountable to the
General Assembly

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 The by-laws shall provide for
the creation of Credit
Committee and such other
committees as may be
necessary for the proper
conduct of the affairs of the
cooperative.

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A. To evaluate/review all loan application
request, determine whether or not a given
loan would benefit the applicant
B. To approve/disapprove all loans by
unanimous vote of all the committee
members
C. To act within the boundaries of the credit
policies established and approved by the
board

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D. To delegate loan granting authority to the
management staff.

E. To promote thrift and the encouragement

of wise use of loan proceed through
financial counseling.

F. To adhere to the lending policies

promulgated by the Board

G. To formulate and institute credit policies

subject to the approval of the board;
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H. To evaluate, approve and act upon loan
application and withdrawal of deposits.
I. To design system to carryout and devise
programs .
J. To be finally responsible for the credit
management of the cooperative.
K. To actively coordinate and collaborate with
the BOD in the discharge of its functions.
L. To prepare annual program of activities to be
integrated in the cooperative’s annual
plans and programs.

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 Directly accountable to the
BOARD OF DIRECTORS

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 The by-laws shall provide for the
creation of Audit Committee . . . .
for the proper conduct of the affairs
of the cooperative.

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 To make regular examination including
audit of books, records and checks , cash
and securities.
 Conduct regular inventory of goods, supplies
, equipment/ properties of the cooperative
 To supervise the acts of the officers, the
BOD and Committee members
 To Conduct verification of the members
accounts

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 Monitor the adequacy and effectiveness of
the cooperatives management ;
 Audit the performance of the cooperative;
 Review continuously and periodically the
books and records of account;
 Submit reports on the result of the internal
audit.

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 Evaluate the capability and qualification and
recommend to the Board of Directors the
engagement of the services of an external
auditor
 Attend all trainings related to the functions of
the committee; and
 Perform such other functions as assigned by
the General Assembly
 Establish linkage/communication with the
Board of Directors and other functional
bodies;
 Present recommendations on internal audit
rules and policies to the General Assembly

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 To provide internal audit service to the
cooperative;

 To see to it that the documents/records are

safely kept, maintained by management and
readily available for audit and inspection;
 To submit quarterly audit reports and the
annual externally audited financial reports to
the BOD & the General Assembly;

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 To draw and certify the disposal of any
audited documents, records and books
upon due presentation to and approval by
the BOD;

 To request with the BOD for a special

General Assembly;

 To prepare an annual program of activities

to be integrated in the coop’s annual plans
and programs

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 Directly
accountable to the
General Assembly

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46
 Theby-laws shall provide for the
creation of Election Committee
and such other committees may
be necessary for the proper
conduct of the affairs of the
cooperative

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1) Formulate election rules and guidelines and
recommend to the General Assembly for
approval
2) Implement election rules and guidelines duly
approved by the General Assembly;
3) Recommend necessary amendments to the
election rules and guidelines for the General
Assembly’s approval;
4) Supervise the conduct, manner and procedure
of election and other election related activities
and act on the changes thereto;

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5) Canvass and certify the results of the election;
6) Proclaim the winning candidates;
7) Decide election related cases except those
involving the committee or its members
8) Attend all training related to the functions of
the committee;
9) Establish linkage/communication with the
Board of Directors and other functional bodies;
10) Present recommendations on election rules and
policies to the General Assembly; and
11) Perform such other functions as may be
necessary.

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 Directly
accountable to the
General Assembly

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51
 The by-laws shall provide for the
creation of Education, Training and
Information Committee and such
other committees may be necessary
for the proper conduct of the affairs
of the cooperative.

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1.The Education and Training Committee
shall be responsible for the planning and
implementation of all informational,
educational and human resource
development program of the cooperative
for its members, officers and the
community within its area of operation

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2. To design and implement Human Resource
Development (HRD) plans and programs for
members, officers and employees;
3. To conduct Pre-Membership Education
Seminar (PMES), Membership Education
Program (MEP) and other seminars.
4. To continuously update members and the
community on activities and program’s
performance and achievements of the thru
regular publication;

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5. To tap resource person/speaker, sources
of technology and training funds
6. To prepare an annual HRD plans and
programs for members, officers and
employees to be integrated in the
cooperative annual plans and programs;
7. To submit annual reports of
accomplishment to the BOD

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 Directly
accountable to the
Board of Directors

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 ARAL OF MEDIATION
AND CONCILLIATION COMMITTEE

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 The By-Laws shall provide for
the creation of Mediation and
Conciliation Committee for the
proper conduct of the affair of
the cooperative

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A. To conciliate, hear and decide all intra- cooperative
disputes between and/ or among members, officers,
directors and the community

B. Subject to the approval of the general assembly to

issue supplemental rules and procedures concerning
conciliation processes as may be deemed necessary.

C. To exercise and other powers as may be necessary to

ensure speedy, just equitable and inexpensive
settlements of disputes within the cooperative.
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D.Monitor Conciliation-Mediation operations (entry of
new cases, status of pending cases, performance of
Conciliation-Mediators);
E. Formulate and develop the Conciliation-Mediation
Program and ensure that it is properly implemented;
F. Accept and file Evaluation Reports;
G.Submit recommendations for improvements to the
Board of Directors
H.Recommend to the Board of Directors any member
of the cooperative for Conciliation-Mediation Training
as Cooperative Conciliator-Mediator; and
I. Perform such other functions as may be necessary.

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 Directly accountable to
the BOARD OF DIRECTORS

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a) Develop ethical norms and code of conduct
to be observed by the members, officers and
employees of the cooperative ;
b) Disseminate, promote and implement the
approved Code of Conduct and ethical
norms; and
c) Monitor compliance with universally accepted
principles of cooperation, good governance
and good values and recommend to the
Board of Directors measures to address the
gap, if any.

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Directly accountable to the
BOARD OF DIRECTORS

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64
 “…the Board of Directors shall elect
from among themselves only the
Chairman and Vice Chairman
….”“…the BOD meeting shall be held
within ten (10) days after each annual
general assembly to elect by secret
ballot from among themselves a
Chairman and the Vice Chairman”

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1. To Head up the cooperative, guide the
board, maintain maximum security and
steady progress of the cooperative and alert
to needed change.
2. He/she execute the law, the by-laws and the
will of the majority of the board.
3. He/she ensures ample discussion , debate
and achieves consensus among the board
of directors
4. Ensures that policies /actions are given to
management and properly and strictly
implemented
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5. To preside over all meetings of the
cooperative and the BOD;

6. To perform any and all acts and duties

usually performed by a presiding officer;

7. To sign all share certificates, revolving fund

certificates, contracts and such other papers
of the cooperative which the Board may
authorize or direct him to sign;

8. To perform such other duties as the BOD

may prescribe

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 Directly
accountable to the
Board of Directors and the
General Assembly

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 In
the absence or disability of
the Chairman, the Vice-
Chairman shall perform his
(Chairman) duties.

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1. Shall serve as an Ex-Officio Chairman
of the Education Committee-?;
2. In the absence or disability of the
Chairman, the Vice-chairman:
a. Shall preside over all meetings of the
cooperative and of the BOD
b. Shall perform any and all acts and duties
usually performed by a Presiding Officer

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c. Shall sign all share certificates,
revolving fund certificates, contract
and such other papers of the
cooperative which the Board may
authorize or direct him to sign

d. Shall call a special BOD meeting

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  Directly
accountable to the
General Assembly and Board of
Directors

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 “A meeting of the members of the
Board of Directors shall be held within
ten (10) days after each annual
general assembly to elect by secret
ballot from among themselves a
Chairman and a Vice-Chairman. The
Treasurer and Secretary must not
come from the Board”

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Cause the issuance of certificate of membership and
keep a complete registry of all members;
Maintain a correct record of all minutes of meetings of
the Board of Directors and the General Assembly;
Prepare the necessary documents for the
implementation of relevant actions;
Ensure that all the policies and procedures of the
cooperative are compiled properly and contained in
a manual/codified;
Issue and certify the list of members who are in good
standing and entitled to vote ;

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 Keep an updated and complete registry of all members;
Record, prepare and maintain records of all minutes of
meetings of The Board of Directors and the
General/Representative Assembly;

Ensure that necessary Board of Directors’ actions and

decisions are Transmitted to the management for
compliance and implementation;

Issue and certify the list of members who are in good

standing and entitled to vote as determined by the Board of
Directors;

Prepare and issue Share Certificates;

Serve notice of all meetings called and certify the presence of

quorum of all meetings of the Board of Directors and the
General/Representative Assembly;
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Keep copy of Treasurer’s reports and other reports ;

Keep and maintain the Share and Transfer Book;

Serve as custodian of the cooperative seal; and

Perform such other functions as may be prescribed

in the By-laws or authorized by the
General/Representative Assembly.

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To turnover to his successors all books and other
properties in his possession belonging to the
cooperative.
To perform the duties of the Treasurer in case of the
latter’s absence or inability to perform his duties.
To turnover to his successors all books and other
properties in his possession belonging to the
cooperative.
To perform the duties of the Treasurer in case of the
latter’s absence or inability to perform his duties.

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To keep a complete list of all the members and
maintain a correct record of all meetings of the
BOD and the General Assembly.

To give notice of all meetings called.

To keep and maintain the stock and transfer book

and serve as the custodian of the corporate seal
of the cooperative.

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 Directly
accountable to the
Board of Directors

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82
 “A meeting of the members of the
Board of Directors shall be held within
ten (10) days after each annual
general assembly to elect by secret
ballot from among themselves a
Chairman and a Vice-Chairman. The
Treasurer and Secretary must not
come from the Board”

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 Oversee the financial management operations
of the cooperative, subject to such limitations
and control as may be prescribed by the Board
of Directors;
 Have custody of all funds, securities, and
documentations relating to all assets, liabilities,
income and expenditures;
 Maintain full and complete records of all assets,
liabilities, income and expenditures;
 Submit financial reports and documents
required by the Auditor or the Board of
Directors of the Cooperative;

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 Ensure that all cash is deposited in
accordance with the policies set by the
board of directors;

 Prepare special reports required by the

regulatory authorities; and

 Perform such other functions as may be

prescribed by the Board of Directors or the
General Assembly.

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 Oversee the financial management operations
of the cooperative, subject to such limitations
and control as may be prescribed by the Board
of Directors;
 Have custody of all funds, securities, and
documentations relating to all assets, liabilities,
income and expenditures;
 Maintain full and complete records of all assets,
liabilities, income and expenditures;
 Submit financial reports and documents
required by the Auditor or the Board of
Directors of the Cooperative;

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 To take custody of all monies, securities
and commercial papers of the cooperative;

 To complete records of its cash

transactions for the establishment of proof
of his cash position at any given time and
date

 To pay upon the recommendation of the

manager and as authorized by the BOD, all
money transactions and certify to the
correctness of the cash position of the
cooperative in all financial statements and
reports submitted to the BOD, the GA &
the CDA.
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 To turn over all monies, securities, papers
books and other properties belonging to the
cooperative that he may have in his
possession upon assumption of his
successor;

 To post an adequate bond to assure the

faithful performance of his duties

 To perform the duties of the Secretary in the

latter’s absence or inability to perform his
duties

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Directly accountable to the
Board of Directors

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90
 “A meeting of the members of the Board of
Directors shall be held within ten (10) days
after each annual general assembly to elect
by secret ballot from among themselves a
Chairman and a Vice-Chairman. The Board
shall appoint the Manager and must not
come from the board”

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 The General Manager shall, under
policies set by the General Assembly
and the Board of Directors, have
general charge of all the phases of the
business operations of the cooperative

 He shall be the chief executive officer

of the cooperative .

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1. To implement policies set and approved by the Board
of Directors.
2. To formulate and recommend policies needed in the
effective implementation of plans and programs.
3. To prepare detailed plans and programs for the
achievement of goals and objectives of the
cooperative together with the corresponding capital
and operating budgets.

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4. To obtain and control the use of resources of
the cooperative.
5. To undertake periodic evaluation of the
cooperative performance.
6. To develop the appropriate organizational
structure staffed with competent people.
7. To devise, improve or institute management
and operational systems.

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8. Oversee the overall day to day business
operations of the cooperative ;

9. Formulate and recommend, in coordination

with the operating departments under
his/her supervision, the Cooperative’s
annual and medium term development
plan; ;

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10. Implement the plans and programs of the
Cooperative ;
11. Provide and submit to the Board of Directors
monthly reports on the status of the
Cooperative’s operation ;
12. Represent the Cooperative in any agreement,
contract, business dealing, and in any other
official business transaction ;

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 Directly
accountable to the
Board of Directors

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98
 TheBoard of Directors shall
appoint the members of the
Management Staff, fix their
compensation and tenure.

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 Shall maintain records of accounts such that
the true and correct condition and the
results of the operation of the cooperative
may be ascertained there from at any time

 Shall draw up an annual report of its affairs

as of the end of every fiscal year, and
publish the same furnishing copies of all its
members of record

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 Install an adequate and effective accounting
system in the cooperative.

 Render monthly reports to the General

Manager on the financial condition and
operations of the coop and other reports that
the Manager requires

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 To coordinate with the Manager and the Audit and
Inventory Committee in assisting the BOD in the
preparation of annual budget;

 To assist the Chairman in the preservation of the

books of accounts, documents, vouchers,
contracts and record of whatever kind pertaining
to the business of the cooperative which may
come to his possession.

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  Directly
accountable to the
General Manager and the Board
of Directors

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104
 A regular member is one who is entitled
to all rights and privileges of
membership
 A member shall be liable to the debts of
the cooperative to the extent of his
capital contribution to the share capital
of the cooperative)

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1. To participate in membership seminar
and educational programs of the
cooperative
2. To pay the installments of his/her
capital stock subscription
3. To participate in the capital build-up
and savings mobilization programs of
the cooperative
4. To attend and participate in all meetings
and General Assemblies

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5. To elect responsible and competent
elective officials
6. To pay all his/her obligations promptly
7. To patronize regularly the services of the
cooperative
8. To be actively involved in the affairs of the
cooperative
9. Observe and obey all lawful orders,
decisions, rules and regulations adapted
by the Board of Directors and the General
Assembly.
10. Promote the goals and objectives of the
cooperative, the success of its business,
the welfare of its members and the
cooperative movement in general

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 Directly
accountable to himself,
to other members and to the
General Assembly as a whole

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109
 Directors, officers and committee members,
who willfully and knowingly vote for or assent
to patently unlawful acts or who are guilty of
gross negligence or bad faith in directing the
affairs of the cooperative or acquire any
personal or pecuniary interest in conflict with
their duty as such directors, officers or
committee members shall be liable jointly and
severally for all damages or profits resulting
there from to the cooperative, members and
other persons.
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 When a director, officer or committee
member attempts to acquire or acquires, in
violation of his duty, any interest or equity
adverse to the cooperative in respect to
any matter which has been reposed in him
in confidence, he shall, as a trustee for the
cooperative, be liable for damages and
shall be accountable for double the profits
which otherwise would have accrued to the
cooperative.
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