ACDI Multipurpose Cooperative By-Laws

• These By-Laws are promulgated and adopted by the citizens and residents of the Republic of the Philippines who are members in good standing of ACDI Multipurpose Cooperative.
• The members voluntarily joined together to pursue socio-economic objectives in accordance with law and universally accepted cooperative principles.

Purposes of ACDI Multipurpose Cooperative

• Encourage thrift and savings mobilization among the members
• Generate funds and grant loans to members for productive and providential purposes
• Provide related services to enable members to maximize loan benefits
• Invest excess funds in business activities providing a steady income, including coop housing, marketing, agribusiness, franchising, banking, insurance, education, transportation/communication, restaurant/catering, health and wellness services
• Promote cooperativism and related activities to improve members' welfare and self-government, enhancing social or economic well-being
• Advance the cooperative movement, working with government and non-government entities to promote cooperative development and implement government policies
• Conduct publicity and research to promote the cooperative movement, educating members and the community
• Undertake other activities for effective and efficient implementation of the Cooperative Code

Membership

• Membership is institutional, open to all Filipino citizens of legal age who can contract
• Includes officers, enlisted personnel, regular civilian employees, and pensioners of specific Philippine Government agencies and their dependents
• Includes the Department of National Defense with the Armed Forces of the Philippines and the Veterans Memorial Medical Center
• Includes the Department of Interior and Local Government with the Bureau of Fire Protection, the Bureau of Jail Management and Penology, and the Philippine National Police
• Includes the Department of Transportation and the Philippine Coast Guard
• Includes the Department of Justice and the Bureau of Corrections
• Also includes employees of ACDI MPC and its subsidiary business lines, permanent employees of domestic aviation companies (including the Civil Aviation Authority of the Philippines, the Manila International Airport Authority and Mactan -Cebu International Airport Authority), with possible inclusion of their dependents
• Others may be determined by the ACDI MPC Board of Directors who are deserving and reside or work within ACDI MPC's operational area

Categories of Membership

• Regular: Completion of membership education and training program is required to become a regular member
  • Entitled to all membership rights and privileges
  • Has the right to vote and be voted upon during Cooperative elections
  • Regular employees of the ACDI MPC are eligible to qualify as regular members
• Associate: An associate member has not completed the required education and training program for membership
  • Entitled to all membership rights and privileges, except the right to vote or be voted upon during elections for Cooperative officers
  • Permanent employees of domestic aviation companies or others determined by the Board of Directors on a case-by-case basis, residing or working within the area of operation
• Junior Saver (JS): A minor, below 18 years old, related to a member, allowed to open a savings account in trust
  • Must pay required fees and minimum savings deposit to earn interest income
  • Upon reaching 18 years old, may qualify as a regular member if prescribed requirements are met, otherwise may qualify as an associate member

Duties and Responsibilities of a Member

• Pay share capital installments when due, participate in capital build-up and savings mobilization
• Patronize the Cooperative's business and services
• Participate in the Cooperative education program
• Attend and participate in General Assembly meetings
• Observe and comply with Board of Directors' and General Assembly's orders, decisions, rules, and regulations
• Promote Cooperative's goals, objectives, business success, members' welfare, and the broader cooperative movement

Application For Membership

• Application must be written on a provided form, submitted to management for evaluation, and approved by the Board of Directors

Minimum Common Share Capital

• Applicant must subscribe to a minimum of 100 Common Shares and 50 Preferred Shares
• The value is ten thousand pesos (₱10,000.00) for Common Shares and five thousand pesos (₱5,000.00) for Preferred Shares
• At least one share or ₱100.00 must be paid upon application submission
• Applicant must execute a subscription agreement to fully pay within five years and participate in capital build-up through agreed modes

Issuance of Share Certificate

• The Cooperative issues Share Certificates divisible by fifty (50) shares per certificate

Appeal

• Applicants can appeal Board of Directors' rejections to the next General Assembly, notifying the Secretary 30 days prior; the decision will be final

Rights of Regular Members

• Participate in membership meeting deliberations
• Vote on all matters brought before meetings
• Seek elective position subject to By-Laws
• Avail Cooperative services without discrimination upon conditions and requirements
• Inspect and examine Cooperative records during office hours and exercise other membership rights and privileges

Member(s) Entitled to Vote

• Only regular members in good standing are entitled to vote

Requirements to be considered a regular member in good standing:

• Paid at least ₱500.00 of the subscribed common share capital and participates in capital build-up
• Not delinquent in paying additional subscribed capital and loan payments
• Hasn't violated By-Laws, rules, regulations, circulars, memoranda, CDA issuances, membership agreements, or other required instruments
• Has attended and completed prescribed cooperative seminars
• Regularly patronizes the Cooperative's business and participates in parliamentary affairs
• Complies with all obligations, duties, and undertakings of membership
• Failure to attend the annual general assembly for two consecutive years disqualifies member from voting

Rights of an Associate Member

• Participate in the deliberation of any issue during membership meetings
• Avail the services of the Cooperative under conditions prescribed by the Board of Directors
• Inspect and examine the Cooperative's Books of Accounts, Minute Books, Share Register, and records during reasonable business hours

Liability of Members

• A member's liability is limited to the extent of their subscribed shares, with no liability for any Cooperative indebtedness beyond this amount

Termination of Membership

• Termination can be automatic, voluntary, or involuntary, extinguishing all member's rights on the Cooperative, subject to By-laws and as provided by the General Assembly
  • Automatic Termination of Membership:
    • Death, insanity, permanent incapacity, conviction of felony or crimes of moral turpitude, or judicial declaration of insolvency
  • Voluntary Termination:
    • Member may withdraw with a 60-day notice to the Board of Directors unless with pending obligations to the Cooperative
  • Involuntary Termination:
    • Termination by majority vote of the Board of Directors for reasons like not patronizing the cooperatives services for more than 24 months, failure to comply with obligations, or actions injurious to the cooperative
  • The decision of the Board must be written and communicated to the member, and a written appeal, for reconsideration is available whithin thirty (30) days from the promulgated decision, to the General Assembly decision is final

Withdrawal

• Any member can end membership by withdrawing shared capital submitting a written application to the Board of Directors, with some restrictions
• Membership can be reinstated by approval from the board, if withdrawn

Deceased Members

• Death of a member considers an automatic withdrawal from membership
• Deposits of a deceased member are controlled by their legal representative, who may withdraw the same and receive the full amount of deposits made and all dividends less the charges

Appraisal and Payment of Member's Interest Upon Termination of Membership

• Upon termination of one's membership, the Board of Directors determines the book value of the member's common share capital which shall not exceed the par value
• Payment is made within one year after termination, subject to fund availability
• Or an issuance of a revolving fund certificate or other evidence of indebtedness might be rewarded, insted of cash
• Payment is restricted if it compromises the Cooperative's assets relative to debts, liabilities, and required reserves

Refund of Common Share Capital

• Terminated members receive a refund of their common share capital contribution and any other interest, unless refunding compromise the Cooperative's assets relative to its debts and liabilities
• In such instances, terminated member maintains to the interest of common share capital, patronage fund and the use of the coorperative services

Governance

• ACDI MPC adheres to fairness in activities, accountability of officers, integrity, and promotes transparency in operations and financial accountability
• Conduct its affairs with Filipino culture, good values and universally accepted principles of cooperation
• Opertates within the set by cooperativism laws
• Is in best interest of the constitution

Administration

• Authority is vested in the General Assembly
• General Assembly composed of regular standing members

Powers and Limitations of the General Assembly

• Elect and remove Directors, officers and elective committee members for cause
• Hear and pass upon the reports of the Board of Directors, officers and Audit committee
• To review, modify, reject, or approve any substantial change in financial and operational policies of the Cooperative
• Determine and approve the amendments in the Articles of Cooperation and/or By-Laws
• Adopt a Cooperative seal and exercise final authority on all matters vitally affecting the Cooperative
• Exercise all powers expressly provided by law, Articles of Cooperation and this By-Laws
• Review, modify, reject or approve developmental plans and programs of the Cooperative

Annual General Assembly

• Held within 90 days after the end of the fiscal year and at any place within its area of operation

Special General Assembly

• Called by majority vote of the Board of Directors given urgent matters requiring immediate membership decision
• Called within 30 days following written request from at least 10% total total number of standing members

Conduct of General Assembly

• Assemblies and referendums may be conducted via videoconferencing or conferences with audio and video data transmission

Notice of General Assembly

• Written notices sent by the Secretary via agent or mail to each member in good standing at least two weeks prior via publication or through paper circulation
• Annual General Assembly notices include the agenda, minutes of the last meeting, consolidated reports of the Board and Committees, financial statements, and proposed amendments to governing documents

Notices of any Special General Assembly

• Must state the purpose to any matter considered in a meeting
• Notices may be served through electronic mail, text messaging, online messaging, or methods of valid subtition of phisical service
• Include links to any meeting thar will conducted via videoconfrencing

Fiscal Year

• The fiscal year of the Cooperative starts on January 1 and ends on December 31

Agenda in General Assembly

• Call to Order
• Roll Call
• Proof of Due Notice
• Declaration of Attendance/Quorum
• Consideration of the Minutes of the last General Assembly
• Matters arising from the Minutes
• Consideration of the consolidated report of officers, Board of Directors and Committees
• Including audited statements of financial condition and operations
• Ratification of the acts of the Board of Directors and Committees
• Unfinished business, if any
• Development plans and budget
• Appointment of the External Auditor
• New business, and administrative announcement
• Other matters
• Recess/Adjournment

Quorum At The Membership Assembly

• 25% of total regular members is considered a quorum
• A quorum of two thirds, is considered if agenda is the amendment of Articles of Cooperation
• A Quorum of two thirds, is considered if agenda is the removal of a Board member

Manner of Voting

• Regular members can vote and participate in general and special assembly, only getting no more than one vote
• Election and Removal of Directors, shall be secretly balloted.
• The utilizacion of an online election system in branches and designated venues, under election commitee supervision

The Board of Directors

• Consist of 13 members coming from the retired and active military service
• Winning canidates ranked in accordance to the numer of votes garnished
• No more than two canitades being elected from the active serving list

Qualifications and Disqualifications For Directors

• All regular members in good standing can be voted as Directors
  • Qualification For Directors:
    • 35 to be age at time of election, baccalaureate degree holder, with 3 years experience in business
• "fit and proper" criteria with integrity, competence, education and experience
  • Disqualification For Directors:
    • A member who refuse to fully disclose the extent of their business interest to the CDA when required
    • A member who has business directly competing with the Cooperative, until de-engaged
    • Directors who have been absent or who have not participated, unless aprooved

Election of Directors

• Shall be done via secret ballot by regular members
• Shall hold office for a term of two (2)

Oficers of the Cooperative

• Done throught BOD elections, electing Chariperson and Vice-Chairperson
• To serve during good behavior
• No more than two persons can be related to to each other

Meetings of the Board of Directors

• To be helf within ten (10) days after general assmebly to among BOD members

Quorum at Director's Meeting

• A majoritiy of members of the Board present is needed
• Voting cannot atended through proxy

Vacancy

• Remaining members hold office
• If no, an election may be conducted via General Assmebly with regular or special meetings called

Removal of Directors and Committee Members

• The following procedures apply in the removal of Directors and Committee members:
  • Any Director or elective Committee member may be removed from office by a vote of three fourths () of the members, and if the recommendation is removal, then the Board of Directors shall call for a Special General Assembly

Powers and Duties of the Board

• Body has general supervision and control of the affairs of the Cooperative
• The Board of Directors
  • Cause the development and implementation of the resolutions of the General Assembly
  • Set directions and formulate strategic development plan for the Cooperative
  • Determine and prescribe the organizational and operational structure of the Cooperative in accordance with the principles of "sound organization
  • Evaluate the capability and qualification and recommend to the General Assembly the engagement of the services of an External Auditor
  • Appoint the members of the Ethics Committee, Mediation/Conciliation Committee, and such other committees and officers as specified in the Code and this By-Laws

Key Officers of ACDI Multipurpose Cooperative

• Consists of Chairperson, Vice Chairperson, Treasurer, Secretary, President, Senior Executive Vice President, Executive Vice Presidents, Head Area Operations, Head, Functional Divisions, Head, Functional Departments, Branch Managers, Chief Accountant, Internal Auditor, Chief Legal Counsel, Committee Heads, and such other officers

A. Cooperative Officers

• Chairperson: Presides in all meetings, sets meeting agendas, issues certificates
• Vice Chairperson: Substitutes head when absent, Serves Vice-Chairperson education training and memebrship committee
• Treasurer: Oversees the financial management of the Cooperative
  • Guarentee propet conduct
  • Maintain records
  • Manage associated risk
  • Be in-charge in preparing special reports
  • Shall post adequate bond to assure faithful performance of his dues
• Secretary: Record of all General Assemblies, Issues Certifications
  • Maintain records
  • Ensure codified policies
  • Over sees property protection
• BOD shall appoint Management Officers

Management Officers

• President: Oversee operations and implement strategic plans - He/She must be the familiar with the buisness - He/She must be at least a college graduate - He/She must be able to be pre-service and/or in-servife

Various Heads: Senior, Executice, Functional Department Area Operations, Branch Managers etc.

• All responsible for respective administration/implementation

Chief Accountant

• Subject to quialofications
  • Must be a certfied public accountant
• Directly responsible to performance dutues
• Responsible for journal entreis

Branch Accounting Duties

• Appointed to each branch to manage accounting services

Internal Auditor

• Provides audit services and analysis management
• Under president and control

Legal Consel

• Supervise the legal department of the ACDI
• Represennts the coorperative case

Election Committee

• Composed of three elected via ballot after confirmation and election for years servidue
• Governs and condunts elections
  • The decion of Election committe Appealable to the Board Directors than CDA

Audit Committee

• Composide of three members selected for management
• Monitor aquesity of cooporates

Credit Committee

• Three member selected by BOD to manage finances

Mediation and Conciliation

• Third party conflict resolution

Ethics Committees

• Focus compliance, and oversight
• Formulates and implementa code of ethics

Qualifications and Disqualifications of Management Officers

• The grounds for disqualification for directors shall likewise apply to officers that include the spouse or relationship with others.
  • Training Requirements for Officers and employees of the Cooperation are as followed
    • Cooperation
    • Cooperation Mission
    • Policy Development
  • Other areas involved

Compliance

• Is required to all cooperation offiers, in cases where training is needed and hasnt been fullfilled they must undego training

Compensation

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Sources of Capital

• Desposits from members
• Commin Share Capital
• Borrowings
• and subsudurues

Capital Build-ups

• As as follows percentage witholding

Deposts

• Coopereative shall Recieve two kinds of Depostus
  • Savings Deposit
  • Time/Fortune Plan

Common Share Capital

• $100 owned by Regular members
• Is owned trought share books, and members can own no more than ten persayntum

Transfer of Common Share Capital

• Can only trasnfere if owned for one year, and member has transfer approval

Common Transfer Book

• To contaiun to the share holder and the amoun they are

The secretary

• Will cancel certificates

Loss of Destruction of Cartificate

• The Board can approve to to lose

After reservers for stautory

• All reservers should follow a guideline set by CDA

Fine

• Fine can be set to those to cant affore, based on guielines by CDA

The Cooperations

• May issue prefferte

Revolving Capital

• Is throught scheme by the cooperation

Borrowing

• Following a Board Resolution
• And best condition is allowed

Investment of Capital

• As follow set in Code -In shares or debentures of the federation or union of which it is a member -In shares of Stock exchange in PHIL

Goverment Investment

• Per the Board of Directors under the guideline of sound buisness

Cooprative

• Shall establish devlopment funds The following are the Savings & Lending shall be one of the line of business of ACDI Multipurpose Cooperative. Training: For assistance of education and trade

The following are the Criteria for Trading the Aviation industry

• All must met interantal stardards of avation

Real Estate

• Cooprative shall Engange

Consuder Services

• To enjoy optimum bemefits available from cooperation

Other Coop Services

• Insurance services and all coop services

Allocation of distribution

• Set from members set in bylaws

Fund

• As reserved, be for
  • For the benefit for members
• Training be for trade
• Optional / or set by the coop
• Any refund shall paid when agreed on

Setlltement Of dispoute

• Cooprative shal all the coopratitive be to settle

Annual Audies

• By an extetnat Auditor

There must ready for inspection

• A copy for bylaws
• The resolution adopted members

Tecnography

• Be introudct in financial in operations

Dissolution

• Cooprerative may dissolve any tiem

the BOD as to set seal to the COOP

• Aendment -By- laws maybe to the vote