Guidelines for Amending Cooperative Articles

Section 3(m) of Republic Act No. 6939 authorizes the CDA to adopt and promulgate these guidelines.
Article 18 of the Cooperative Code governs amendments of articles of cooperation and by-laws.
Amendments of provisions stated in the articles of cooperation are allowed for legitimate purposes.
Amendments require a two-thirds (2/3) vote of all members with voting rights, subject to the rights of dissenting members under Articles 31 and 32.
Under Article 18, amendments take effect upon approval by the CDA or within thirty (30) days from the date of filing if not acted upon by the CDA for a cause not attributable to the cooperative.

The CDA evaluates proposed amendments with due regard to the Cooperative Code and other relevant laws (Section 7).
The CDA may use evaluative measures, including hearings and testimonies, to decide on amendments (Section 7).
No amendment becomes valid until CDA approval is obtained (Section 8).

The guidelines apply to all types of cooperatives and categories of cooperatives duly registered under the Cooperative Code (Section 2).
For cooperative banks, the proposed amendment must be presented first to the Central Bank (Section 2).
Any cooperative wishing to amend any provision of its articles of cooperation or its by-laws must submit the required documents to the CDA office having jurisdiction over the cooperative’s type and category (Section 3).

Amendments of provisions stated in the articles of cooperation require a two-thirds (2/3) vote of all members with voting rights (Article 18 as quoted and applied under the guidelines).
Dissenting members may exercise withdrawal rights consistent with Articles 31 and 32 of the Cooperative Code (Section 9 and Article 18).
The general assembly’s approving resolution must be certified under oath by the cooperative’s secretary and a majority of the board of directors confirming that the required vote was obtained (Section 4).
The CDA does not validate amendments prior to approval (Section 8).

A cooperative must submit four (4) copies of the resolution of the general assembly approved by two-thirds (2/3) of all members with voting rights (Section 3(a)).
A cooperative must submit four (4) copies of the amended articles of cooperation or by-laws (Section 3(b)).
A cooperative must submit the registration fee required by the CDA (Section 3(c)).
The general assembly resolution must state—through certification under oath—that the resolution was approved by the required vote of members (Section 4).
The amended articles/by-laws must properly indicate the amendments sought for CDA approval using underscoring or any other means, and the provisions to be changed must be enclosed in parenthesis or brackets (Section 5).

The amended copies submitted to the CDA must contain the changes sought to be approved and must mark the amendments using underscoring or another appropriate method (Section 5).
Changes must be indicated by enclosing the altered provisions in parenthesis or brackets to show what is being modified (Section 5).
The general assembly approving resolution must carry the under-oath certification of the cooperative secretary and a majority of the directors (Section 4).

Upon filing, the CDA shall fully evaluate the proposed amendments with due regard to the Cooperative Code and other relevant laws (Section 7).
The CDA may, at its option, hold hearings, take testimonies, and decide upon the amendments (Section 7).

Amendments become in force and effect upon CDA approval and validly bind the cooperative (Section 8).
No amendment is valid prior to CDA approval (Section 8).
Under Article 18, amendments take effect upon approval by the CDA or within thirty (30) days from the date of filing if the CDA does not act for a cause not attributable to the cooperative (operating rule referenced and applied by Article 18 as quoted in the guidelines).

The registration fee imposed by the CDA must be paid by the cooperative after the approval of the amendments (Section 6).
All issuances, orders, and circulars previously issued concerning amendments of articles of cooperation and by-laws of cooperatives are repealed (Section 10).

The guidelines were adopted on May 22, 1992 by the CDA Board of Administrators (Adopted: 22 May 1992).
The guidelines take effect upon approval of the Board of Administrators (Section 11).