CDA Guidelines on Coop Amendments Registration

The Guidelines require registration of amendments to conform with RA 9520 and its Implementing Rules and Regulations.
The Guidelines apply to cooperatives that were originally registered under prior laws and confirmed by the CDA, which experience difficulty proposing amendments due to substantial changes in the governing law, rules, and regulations.
Section 1 covers all types and categories of cooperatives that apply for registration of amendments by substitution.
Section 1 applies except cooperatives applying for transformation from single to multipurpose.

“Authority” refers to the Cooperative Development Authority (CDA) (Section 2(a)).
“Registration of Amendment” is the operative act of granting validity and effectivity to the modification of the Articles of Cooperation and By-Laws, evidenced by a Certificate of Registration issued by the Authority (Section 2(b)).
“Amendment by substitution” refers to substantial changes for legitimate purposes in any provision of the Articles of Cooperation and By-Laws to conform with requirements under RA 9520, using the template prepared by the authority (Section 2(c)).
“Certificate of Registration of Amendment” is an official CDA document issued under its official seal, serving as conclusive evidence of the registered amendment unless the registration is cancelled or further amended (Section 2(d)).
“Code” means RA 9520, known as the Philippine Code of 2008 (Section 2(e).

Amendments must use the template prepared by the Authority, consistent with amendment by substitution (Section 3).
Proponents may incorporate relevant, peculiar, and pertinent provisions in the old registered Articles of Cooperation and by-laws (Section 3).
Incorporated old provisions must be approved and voted by the required votes of all members with voting rights in a regular or special general assembly (Section 3).

The application must include three (3) copies of the General Assembly (GA) Resolution stating that the proposed amendment by substitution was approved by at least two thirds (2/3) vote of all members with voting rights (Section 4.1).
The application must include a duly notarized Secretary Certificate attested by at least majority of BOD, stating that the resolution was approved by the required vote of members with voting rights (Section 4.2).
The application must include three (3) copies of the amended Articles of Cooperation and/or by-laws (Section 4.3).
If there is an increase in capital, the application must include a Treasurer’s Affidavit (Section 4.4).
If applicable, the application must include a Letter/Certificate of Authority (Section 4.5).
The application must include the registration fee in accordance with the Schedule of Fees under MC No. 2004-07 dated July 16, 2004 (Section 4.6).

After receiving complete required documents, the Authority shall evaluate the amendment with due regard to RA 9520 (the “Code”) and other relevant laws (Section 5).
Before deciding, the Authority may opt to hold a clarificatory conference with the applicant (Section 5).
Applications for amendments must be filed in the Central or concerned Extension Office of the Authority that has jurisdiction over registration and supervision of the cooperative (Section 6).
Amendments become valid and binding to the cooperative and its members upon issuance of the appropriate certificate of registration of amendment by the Authority (Section 8).

The introductory part of the original articles of cooperation cannot be modified or altered (Section 7(a)).
The names of the original incorporators/cooperators cannot be modified or altered (Section 7(b)).
The name of the cooperating/incorporating directors cannot be modified or altered (Section 7(c)).
Capitalization cannot be modified or altered unless there is an increase or decrease thereto (Section 7(d)).

This Guideline applies suppletorily to the provisions under MC 2009-02 dated July 7, 2009 (Section 9).