Title
Officers and Conflict of Interest in Cooperatives
Law
Cda Memorandum Circular No. 2011-04
Decision Date
Feb 22, 2011
CDA Memorandum Circular No. 2011-04 clarifies the election and appointment processes for cooperative officers under Article 42 of the Philippine Cooperative Code of 2008, emphasizing restrictions on familial relationships and conflicts of interest among appointed positions.

Q&A (CDA MEMORANDUM CIRCULAR NO. 2011-04)

Officers of the cooperative include the members of the Board of Directors, members of different committees created by the general assembly, the General Manager or Chief Executive Officer, Secretary, Treasurer, and other positions as may be provided in the cooperative's by-laws.

The Board of Directors shall elect among themselves the chairperson and vice-chairperson.

Yes, the Board of Directors can elect or appoint other officers of the cooperative from outside of the board in accordance with their by-laws.

All officers shall serve during good behavior and shall not be removed except for cause after due hearing.

Loss of confidence is not a valid ground for removal unless it is evidenced by acts or omissions causing loss of confidence in the honesty and integrity of the officer.

No two or more persons with relationship up to the third civil degree of consanguinity or affinity, nor any person engaged in a similar business or having conflicting interests, shall serve as appointive officers in the same cooperative.

No, the prohibition on relationship up to the third civil degree applies to appointive officers but not to elected officers, provided the elected officers are chosen by the General Assembly.

Yes, an elected officer can have one appointed relative within the third civil degree, but no two or more appointed officers shall have such a relationship among themselves.

Husband and wife are considered as one person with the same interest, so the prohibition on appointive officers applies to them as well.

First Degree: Parent to child; Second Degree: Grandparent to grandchild, brother to sister; Third Degree: Uncle to child, aunt to child, great-grandparent to great grandchild.

First Degree: Parent-in-law to son/daughter-in-law; Second Degree: Brother-in-law to sister-in-law; Third Degree: Great-grandparent-in-law to great-grandchild-in-law, uncle/aunt-in-law to niece/nephew-in-law.

The legal interpretation was approved per Board of Administrators Resolution No. 32-S-2011 on February 22, 2011.


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