Guidelines for Cooperatives' Amendment Registration

These guidelines are anchored on Section 9 of CDA Memorandum Circular No. 2009-02 dated July 7, 2009.
Mandatory amendment requirements are tied to Republic Act No. 9520 provisions including Article 14 (3) on allowable provisions in the Articles of Cooperation.
Republic Act No. 9520, Article 15 (1) requires every cooperative to adopt bylaws not inconsistent with the Code for registration.
Republic Act No. 9520, Article 18 provides that provisions in the articles and bylaws may be amended for legitimate purposes by a two-thirds (2/3) vote of all members with voting rights, and it provides the effectivity rule: amendments take effect upon approval by the Authority or within 30 days from filing if not acted upon for a cause not attributable to the cooperative.
A transitory period is referenced: a cooperative with a new certificate of registration has one (1) year to amend its articles and bylaws to conform with Republic Act No. 9520 under the referenced CDA Memorandum Circular No. 2009-02.

The guidelines govern the registration of amendments of Articles of Cooperation and By-laws submitted to the CDA to conform with Republic Act No. 9520 and its implementing rules and regulations.
The rules apply to all types and categories of cooperatives that were issued new certificate[s] of registration under Article 14 and to newly registered cooperatives under Republic Act No. 9520.
The registration is treated as the operative act of granting validity and effectivity to the modification of the cooperative’s constitutional documents.

“Authority” refers to the Cooperative Development Authority (CDA).
“Registration of Amendment” is the act of granting validity and effectivity to modifications of the Articles of Cooperation and By-laws, evidenced by the Certificate of Registration issued by the Authority.
“Amendment” refers to changes for legitimate purposes in any provision of the Articles of Cooperation and By-laws, in accordance with the requirements under Republic Act No. 9520.
“Certificate of Registration of Amendment” is an official document issued under the Authority’s official seal; it serves as conclusive evidence of the registered amendment unless cancellation or further amendment is shown.
“Code” means Republic Act No. 9520, otherwise known as the Philippine Code of 2008.

Amendments to the Articles of Cooperation and By-laws may be adopted in either a regular general assembly or a special general assembly.
Amendments may be made by a specific provision method, where specific provision(s) of the articles and/or bylaws are amended.

Registration requires submission of three (3) copies of the General Assembly (GA) Resolution stating the specific proposed amendment and that it was approved by at least two-thirds (2/3) vote of all members with voting rights.
Registration requires submission of three (3) copies of the amended Articles of Cooperation and/or amended By-laws.
Registration requires a duly notarized BOD and Secretary Certificate.
A Treasurer’s Affidavit is required in case of increase in capital.
A Letter/Certificate of Authority is required if applicable.
Registration requires payment of the registration fee in accordance with the Schedule of Fees under MC No. 2004-07 dated July 16, 2004.
The GA Resolution 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.

Copies of amended Articles and By-laws submitted for registration must properly indicate the amendments sought to be approved by underscoring or by using parentheses or bracketed marks showing the specific provision(s) proposed to be changed.

All applications for amendments must be filed with the Central or concerned Extension Office of the Authority having jurisdiction over registration and supervision of the cooperative.
Upon receipt of the complete required documents, the Authority evaluates the amendments with due regard to the Code and other relevant laws.
The Authority may conduct a clarificatory conference with the applicant before deciding on the amendments.

A cooperative’s amendments become valid and binding to the cooperative and its members upon issuance by the Authority of the appropriate Certificate of Registration of Amendment.
Members who are against a GA-approved amendment may exercise the right to withdraw their membership in accordance with Articles 30 and 31 of the Code.

The following provisions shall not be modified or altered:
- the names of the original incorporators/cooperators;
- the names of the cooperating/incorporating directors;
- capitalization, unless there is an increase or decrease thereto; and
- transformation of cooperatives registered under Republic Act No. 9520 from single purpose into multi-purpose, unless they comply with the IRR of the Code.

Mandatory filing for registration of amendment under the circular runs immediately and ends June 15, 2011.
Failure to comply with the circular constitutes a ground for dissolution of the cooperative under Article 67 of the Code.

Section 9 of CDA Memorandum Circular No. 2009-02 dated July 7, 2009 is repealed insofar as it provides a period inconsistent with the circular.
The circular’s guidelines take effect 15 days after approval by the Board of Administrators and submission to the ONAR.