QuestionsQuestions (CDA MEMORANDUM CIRCULAR NO. 2010-05)
The Circular cites RA 9520 provisions, particularly: (1) Article 14(3) on allowable provisions in the Articles not inconsistent with the Code/law; (2) Article 15(1) requiring bylaws not inconsistent with the Code; (3) Article 18 on amendment by a 2/3 vote with the right of dissenting members to withdraw; and (4) the second paragraph of Section 9 of MC 2009-02 (July 7, 2009) granting cooperatives a one-year period to amend their Articles and By-Laws to conform with RA 9520 after issuance of a new certificate.
It governs the registration of amendments of the Articles of Cooperation and By-Laws with the CDA to conform with RA 9520 and its IRR/implementing rules, applicable to all types and categories of cooperatives issued with new certificates under Article 144 and newly registered cooperatives under RA 9520.
It is the operative act of granting validity and effectivity to the cooperative’s modification of its Articles of Cooperation and By-Laws, as evidenced by a Certificate of Registration issued by the CDA.
It refers to legitimate changes made to provisions stated in the cooperative’s Articles of Cooperation and By-Laws, consistent with the requirements under RA 9520.
Amendments require a two-thirds (2/3) vote of all members with voting rights.
Dissenting members may withdraw their membership in accordance with Articles 30 and 31 of the Code (and specifically the Circular notes this under the RA 9520 framework for dissenting members).
Amendments of Articles of Cooperation and By-Laws may be adopted in a regular or special General Assembly (GA), and may be done by amending specific provision(s) in the Articles and/or By-Laws.
At minimum: (1) three (3) copies of the GA Resolution stating the specific proposed amendment and approval by at least 2/3 of members with voting rights; (2) three (3) copies of the amended Articles and/or By-Laws; (3) duly notarized BOD and Secretary Certificate; (4) Treasurer’s Affidavit in case of increase in capital; (5) Letter/Certificate of Authority if applicable; and (6) the registration fee per the schedule under MC No. 2004-07.
It must be certified under oath by the cooperative’s Secretary and a majority of the board of directors, stating that the resolution was approved by the required vote of members with voting rights.
They must properly indicate the amendments sought to be approved by underscoring or using another means, enclosed in parenthesis or bracketed for the specific provision(s) proposed to be changed.
They take effect upon CDA approval, or within thirty (30) days from the filing date if the CDA does not act for a cause not attributable to the cooperative.
It must be filed in the CDA Central or concerned Extension Office that has jurisdiction over the registration and supervision of the cooperative.
The following cannot be modified or altered: (1) names of the original incorporators/cooperators; (2) names of cooperating/incorporating directors; (3) capitalization unless there is an increase or decrease; and (4) transformation from single purpose to multi-purpose unless the cooperative complies with the IRR of the Code.
The amendments become valid and binding to the cooperative and its members upon issuance of the appropriate Certificate of Registration of amendment by the CDA.
Mandatory filing starts immediately and ends on June 15, 2011.
Failure to comply is a ground for dissolution of the cooperative pursuant to Article 67 of the Code.
It repeals Section 9 of MC 2009-02 to the extent it is inconsistent with this Circular, specifically regarding the period inconsistent herewith.
Fifteen (15) days after its approval by the Board of Administrators and after submission of a copy to the Office of the National Administrative Register (ONAR).
The CDA evaluates amendments upon receipt of complete required documents with due regard to the Code and other relevant laws, and may hold a clarificatory conference with the applicant before deciding.