What Is The Board Of Directors?

What Is The Board Of Directors?

          The Board of Directors is the body that formulates policies, directs, supervises and manage the business of the cooperative.

          It is composed of five (5) to fifteen (15) members elected by the general assembly.

          Their term of office is determined by the laws of the cooperative. A term of office must not exceed two years. Also no director can serve for more than three (3) consecutive terms.

          The board of directors must hold monthly meetings, unless the by laws say otherwise. Special meetings may be called any time by the chairman.

          Directors cannot attend or vote by proxy at board meetings.

Who Can Be Members Of The Board Of Directors?   

          All regular members who meet the qualification and none of the disqualification set by the laws of the cooperative can be elected to the board of directors.

How Are The Officers Of The Cooperative Chosen?

          The board of directors elect among themselves only the chairman and vice-chairman.

          Then they either elect or appoint the other officers needed by the cooperative, such as the treasurer who takes custody of all the moneys, securities and papers and maintains complete records of its cash transactions and secretary who keeps the records of the cooperative.

What Are The Committees Needed By A Cooperative?

          Through the bylaws, a cooperative may be form any committee it thinks necessary for its operation.

          An executive committee may also be formed. The board of directors appoints its members and may, through a majority vote, delegate powers to it.

          As a reminder an audit committee must be provided for in the bylaws of the cooperative.

What Constitutes A Quorum?

          Unless the by-laws define it otherwise, a quorum consist of 25% of all the regular members entitled to vote. For the board of directors a simple majority of its member makes a quorum.

What Books Should Be Maintained And Kept Open?

          Books to be maintained and kept open to the members of the cooperative and the CDA are:

• A copy of the Cooperative Code of the Philippines and all other laws about cooperatives;
• A copy of the regulations of the CDA;
• A register of member;
• Minutes of the meetings of the general assembly, board of directors and committees; Share books;
• Financial statements; and
• Other documents as may be prescribed by laws or the by-laws.

Are Cooperatives Required To Be Audited Annually?

          Yes, Cooperatives are subject to an annual audit by an auditor who is independent of the cooperative being audited and of any subsidiary of the cooperative and is a member of any recognized professional accounting or cooperative auditor’s association with similar qualifications.

Is There A Needed For An Annual Report?

          Yes. An annual report about the affairs of the cooperative must be given to each member and to the federation/union to which it is affiliated and the CDA every fiscal year.

         Failure to file the annual report may result in cancellation of the certificate of registration.

Can The CDA Intercede In Behalf Of The Coops Member?

          If the board of directors does not call regular or special meetings of the general assembly, the CDA can, through a petition of 10% of all the members, issue an order directing the board to call for such meetings.

          The CDA may also call special meetings for the purpose of reporting to the members the results of audit, examination, or other investigation of the cooperative ordered or made by it.

What Privileges Does A Cooperative Have Under The New Cooperative Code?

          The coop manager must know the many benefits accruing to cooperatives under the new law. By knowing these privileges, the manager can save the cooperative a lot of money.

          Cooperative privileges include (1)tax exemption, (2)general privileges accorded to all cooperatives, and (3)special privileges granted to specific types of cooperatives.