Question & AnswerQ&A (CDA MEMORANDUM CIRCULAR NO. 2011-20)
The Guidelines govern the registration of amendments of Articles of Cooperation and By-Laws with the Cooperative Development Authority (CDA) to conform with the provisions of RA 9520 and its Implementing Rules and Regulations, applicable to all types and categories of cooperatives except those applying for transformation from single to multipurpose.
Amendment by substitution refers to the substantial changes for legitimate purposes in any provision stated in the Articles of Cooperation and By-laws of the cooperative to conform to the prescribed requirements under RA 9520, using the template prepared by the Authority.
The requirements include: 1) Three copies of the General Assembly Resolution approved by at least two-thirds vote of all members with voting rights; 2) Notarized Secretary Certificate attested by majority of the Board of Directors stating approval by required vote; 3) Three copies of amended articles/by-laws; 4) Treasurer's Affidavit if capital is increased; 5) Letter/Certificate of Authority, if applicable; 6) Payment of registration fee as per MC No. 2004-07.
The amendment must use the template prepared by the Authority, can incorporate relevant provisions from old articles/by-laws, and must be approved by at least two-thirds vote of all members with voting rights in a regular or special general assembly.
Applications must be filed in the Central or concerned Extension Office of the Cooperative Development Authority which has jurisdiction over the registration and supervision of the cooperative.
Prohibited amendments include changes to: 1) The introductory part of the original articles of cooperation; 2) Names of the original incorporators/cooperators; 3) Names of the original incorporating directors; 4) Capitalization unless there is an increase or decrease thereto.
Upon receipt of complete documents, the Authority evaluates the amendments for conformity with the Code and other relevant laws, and may hold clarificatory conferences before deciding on the amendments.
These guidelines have suppletory application to the provisions under MC 2009-02 dated July 7, 2009, meaning they apply in addition to or to supplement the prior circular where necessary.