I. Title: A DRAFT POLICY IN THE ISSUANCE OF THE SHARE CAPITAL CERTIFICATES
1. To provide goods and services to its members to enable them to attain increased income, savings, investments, productivity and purchasing power, and promote among themselves equitable and distribution of net surplus through maximum utilization of economies of scale, cost-sharing and risk-sharing (Article 7 (a) Objectives and Goals of a Cooperative); 2. To provide Share Capital Certificate to members who have paid their minimum subscribed capital; 3. To provide optimum social and economic benefit to its members (Article 7 (b) of R. A. 9520), (Article 7 (b) Objectives And Goals of Cooperatives); 4. To insure against losses of the members(Article 6 (7) of R.A. 9520); 5. To ensure that all cash collections are deposited in accordance with the policies set by the Board of Directors (Article V, Section 7 (3) (a) of the Cooperative Bylaws); 6. To ensure that the Treasurer shall have the custody of all funds, securities, and documentations relating to all assets, liabilities, income and expenditures and such other functions as may be prescribed in the Bylaws or authorized by the General Assembly (Article V, Section 7 (3) (b-f) of the Cooperative Bylaws);
A. Definition of Terms:
1. Share Capital refers to the unit of capital, the value of which is stated in the Articles of Cooperation (Article IX, Section 7 of the Cooperative Bylaws); 2. Capital Paid-Up shall refer to the money of a member deposited in the cooperative; 3. Members shall refer to the legally registered members of the cooperative as provided in Article III, Section 1 of the Articles of Cooperation of CSMPC); 4. Share Capital Certificate refers to the serially numbered certificate of the cooperative which shall be issued to the member who shall have paid the minimum subscribed capital (Article IX, Section 8); 5. Transfer of Shares refer to the process in the transfer of share from a member to a another person; 6. Subscription Agreement Form refers to the document or form to be issued to the member who shall have fully paid a previous initial subscription and shall execute another subscription agreement(Article IX, Section 8); 7. CRECOM shall refer to the committee to check and validate the share capital and accounts payable by the members; 8. Manager shall refer to the Chief Executive Officer of the entire operations of the cooperative (Article V, Section 14 of the Cooperative Bylaws; 9. BOD, Chairman shall refer to the head of the Board of Directors who formulates policies in the cooperative; 10. Social Audit refers to the Cooperative Committee to assess the cooperative social impact and ethical performance vis-à-vis stated mission, vision, goals and code of social responsibility.
B. IMPLEMENTING Guidelines and Procedures:
1. The registered member shall be provided with the serially numbered certificate of the cooperative upon payment of the minimum paid-up share capital provided that he/she is a member without any pending obligation and or has no account liability with the cooperative upon careful verification of the Credit Committee (CRECOM). The Secretary shall personally deliver such certificate and the member shall sign in the Share and Transfer Book of the cooperative; 2. Another share certificate shall be issued upon full payment of the remaining subscription (Article IX, Section 8); 3. Upon full payment of initial subscription agreement during the regular Board of Directors’ meeting; 4. Subscription Agreement Form shall be produced by the Secretary in 4 copies and shall be printed with copy-furnished to the CRECOM, and Audit Committee; 5. The Share Capital Certificate shall contain the shareholder’s name, the number of share owned, the par value and duly signed by the Chairperson and the Secretary, and bearing the official seal of the cooperative (Article IX, Section 8); 6. All issuances and transfers shall be registered in the Share and Transfer Book; 7. The shares may be purchased, owned and held only by persons who are eligible for membership. Interest shall be only on the paid-up capital at the rate prescribed by the CDA and interest may be in cash, or credited towards payment of subscriptions of a member of the cooperative; 8.The cooperative shall have the first option to buy any share offered for sale. The amount to be paid for such shares shall be the par value whichever is lower. The transfer of share from a member to another person is subject to the following conditions:(Article IX, Section 9); a) He has held such shares or interest for at least one (1) year; b) The transfer is made to a member of the co-operative or to a person who falls within the field of membership of the cooperative, and that said person is acceptable to the cooperative; and c) The Board has approved such transfer. 9. The Share Capital Certificate is sold, if the shareholder does sign over his/her printed name in the Share Capital Certificate and the payer shall personally pay to the Treasurer the corresponding shares to be sold; the Treasurer shall issue the payer Cash Collection Voucher stating the reason for payment of shares being sold; likewise, the Treasurer shall also issue Cash Disbursement Voucher to the payee or to the one who sells his/her share certificate; such share certificate shall be signed by the Chairman of the Board, the Secretary, Shareholder/Payee, Payer, and the Treasurer as witness; 10. Same procedures to be done when the share certificate is sold to the cooperative and such transaction is to be represented by the Chairman and said shares shall be owned by the cooperative; 11. A member may, for any reason, sell all of his/her share capital from the cooperative by writing a letter to the Board of Directors and when all members of the Board have read the letter intent, the Board shall decide the matter within sixty days (60). Provided, however, that any member whose transfer of shares is approved by the board and has any pending obligation shall not be allowed for transfer unless he/she settles first such obligation; 12. The transfer of shares shall not be binding to the cooperative until such transfer has been registered in the share and transfer book(Article IX, Section 9, paragraph 2); 13. No transfer shall be completed until the old certificate have been endorsed and surrendered to the cooperative and a new certificate is issued in the name of the member-transferee; and the Secretary shall submit a report to the Audit Committee (AC) pertaining to the transfer of shares of members; 14. If the last transferee is not a member but qualified to be a member, he/she shall be required to pay the membership fee and a transfer fee of One Hundred Pesos (Php 100.00) after complying with all other requisites of membership; 15. In case of lost or destroyed share certificate, the Board of Directors may issue a replacement after the owner thereof executes a sworn affidavit in triplicate, setting forth the following: a) Circumstances as to how, when and where said certificate was lost or destroyed; b) The serial number of the certificate; and the number of shares it represents; and c) The lost or destroyed certificate has never been transferred, sold or endorsed to any third party; and that should the same be found, the owner shall surrender it to the cooperative. Any false representation or statement made in the aforesaid affidavit shall be a ground for expulsion from the cooperative. (Article IX, Section 9, paragraph 3 (a-c)).
C. Penalty of Violation:
Anybody who violates this policy shall be liable for Written Reprimand in the first offense; Oral Reprimand in the Second Offense; and Suspension from Work in one regular working day without pay in the Third Offense. Beyond these violations stated is subject for Involuntary Termination as stipulated in Article III, Section 9 (c)(ii) and (iii) that state … When he/she has continuously failed to comply with his/her obligations and when he/she has violated any provision of this By-laws and the rules promulgated by the cooperative as provided by Republic Act 9520.
IV. Separability Clause:
Should any part of this policy is found inconsistent with existing laws, rules, and regulations, the remaining guidelines and procedures hereof shall remain in full force and effect.
The General Manager shall oversee the overall day to day business operations of the cooperative by providing general direction, supervision, management and administrative control over all the operating departments subject to such limitations as may be set forth by the Board of Directors or the General/Representative Assembly (Rule 7, Section 4.9).
This policy shall take effect fifteen (15) days following the approval of the Board of Directors and posting of this policy in three (3) public areas where the cooperative operates.
Article 7 (a) Objectives and Goals of a Cooperative Article 7 (b) Objectives And Goals of Cooperatives Article 6 (7) of R.A. 9520 Article 7 (b) of R. A. 9520) Article V, Section 7 (3) (a) of the Cooperative Bylaws) Article V, Section 7 (3) (b-f) of the Cooperative Bylaws) Article IX, Section 7 of the Cooperative Bylaws Article III, Section 1 of the Articles of Cooperation of CSMPC) Article IX, Section 8) Article V, Section 14 of the Cooperative Bylaws Article IX, Section 9) Article IX, Section 9, paragraph 2) Article IX, Section 9, paragraph 3 (a-c) Article III, Section 9 (c)(ii) and (iii) Republic Act 9520
Approved and adopted per Board Resolution No. ___, s. 2014 dated June 8, 2014.