CODE OF GOVERNANCE AND ETHICAL STANDARDS
Draft of the CODE OF GOOD GOVERNANCE AND ETHICAL STANDARDS
In accordance with the State’s policy to actively promote cooperative governance reforms to foster the creation and growth of cooperative as a practical vehicle for promoting self-reliance and harnessing people’s power towards the attainment of equity, sustainable economic development and social justice, this cooperative in its Resolution No.________ dated_______ approved the promulgation and implementation of this Code which shall be applicable to all members, officers and employees.
CHAPTER I
The Cooperative Governance
Article I
PREAMBLE
Section 1. TITLE. This Code shall be known as the CODE OF GOOD GOVERNANCE AND ETHICAL STANDARDS for CSMPC Directors, Committees, Officers, Employees, and Members.
Section 2. DECLARATION OF POLICY. All CSMPC Directors, Committees, Officers, Employees, and Members shall abide and adhere to this Code. Towards this end, they shall serve with utmost professionalism, integrity, and morality.
Article II
VISION
Section 1. The vision statement of CSMPC is stated as: “Lapad, malambuon ug lig-on nga kooperatiba nga padayong motubag sa panginahanglan sa katawhan labi na sa mga membro pinaagi sa patas nga benepisyo.”
Article III
MISSION
Section 1. The mission statement of CSMPC is stated as: “Makanunayong paghatag ug edukasyon ngadto sa mga membro aron dugang masabtan ang katuyoan ug kamahinungdanon sa kooperatibismo ug sa pag-agni sa mga dili pa membro nga magpamembro.”
Article IV
GOALS
Section 1. The Goals of CSMPC is stated as:
1. Makab-ot ang balanse nga pag-uswag sa ekonomikanhong panginahanglan.
2. Mapalig-on ang katilingban pinaagi sa pagpuyo sa maayo’ng pamatasan nga adunay pagtahod ug pagrespito sa isigkatawo ug sa Ginoo.
Article V
CORE VALUES
The conduct of the CSMPC Directors, Committees, Officers, Employees, and Members is guided by the following set of Core Values. Conduct contrary to the Core Values of the CSMPC is not acceptable and shall not be tolerated.
Article VI
Definition of Terms
Article VII
The Articles of Cooperation and By-laws
An Article of Cooperation is a contract between the Government, the members and the cooperative, by and among themselves.
The By-laws constitute the private “laws” or internal set of “rules and regulations” that will govern the cooperative affairs. As the By-laws are the private laws of the cooperative, the provisions thereof must be construed and applied in accordance with the intent of its own framers. The interpretation and application thereof as they are internal matters should first be resolved by the cooperative itself.
Article VIII
The Cooperative Purpose and Powers: Extent
The purpose of the cooperative shall be that which are provided in the Articles of Cooperation and shall have the powers as are expressly granted in its charter or in statute under which it is created or such powers as are necessary for the purposes of carrying out the express powers. Thus, if a business is not expressly authorized in the Articles of Cooperation and is not necessary or incidental in the furtherance of the cooperative purpose for which it was organized, the same cannot be legally undertaken by the cooperative.
Article IX
The General Assembly
The General Assembly is the highest policy making body of the cooperative. All authority within the cooperative emanates from it as provided for in its articles and by-laws. As the supreme body, the interest of the members must be protected at all times whereby any business to be undertaken must be embodied in an annual plan, program, and budget that must be approved by the General Assembly. New business not included in the plan approved in the last general assembly and believed to be profitable, may be undertaken by the Board of Directors and must be reported and ratified at the next General Assembly Meeting;
The foundation of a cooperative is cooperation. Therefore, any member who cannot respect the decisions of the General Assembly has no place in the organization, and may be subject to disciplinary action.
No officer or member shall bring any complaint against any officers, members and the cooperative itself before the appropriate administrative agency or the court unless the matter passed the appropriate body handling/settling grievances/complaint in the cooperative or the matter has passed the General Assembly Meeting.
It shall be composed of such members who are entitled to vote as defined under the Articles of Cooperation and By-laws of the cooperative.
The General Assembly may decide on matters brought before it in either of the following:
This shall be held annually in every 3rd Sunday of March at the principal office of the cooperative or at any place within its area of operation and at such time the Board of Directors may designate.
A written notice, or notice in any form allowed in the by-laws, shall be sent by the secretary of the cooperative to all members of record at their official addresses within the period fixed in the by-laws.
Where the date of the annual meeting of the cooperative is every 3rd Sunday of March as fixed in the cooperative by-laws, the same cannot be dispensed with or postponed by the board of directors in order to extend the term of office of the board or officers. This rule, however, admits exceptions, as when the annual meeting cannot be held for some justifiable and valid reasons. It is however, necessary that the postponement of the annual meeting be for reasonable time and provided that proper notice shall be sent to all members of the cooperative in the manner prescribed by the cooperative by-laws. It should be the duty of the Board of Directors to determine the date and time to hold it taking into consideration the circumstances.
The present board shall exert its best effort to call for the annual meeting within one (1) month from the date of the meeting as specified in the cooperative’s by-laws. If for justifiable reason, the annual meeting has to be postponed, the cooperative should notify the Authority in writing of such postponement at least 10 days before the date of the annual meeting.
2. Special General Assembly Meeting-
A special general assembly meeting may be held:
3. Notice of Meeting
In a special general assembly meeting, a written notice is required to be sent to the members who are entitled to vote. The notice may, however, be waived expressly or impliedly by the members concerned. The agenda of special meetings must be specified in the written notice. Members may validly object to the introduction of any topics that not specified in the notice of special meeting.
4. Manner of Voting-
Only members entitled to vote shall be qualified to participate and vote in any general assembly meeting.
5. Quorum
Unless otherwise provided in the by-laws a quorum shall consist of twenty-five (25%) percent of all the members entitled to vote.
Article XThe Board Governance
The Board of Directors is primarily responsible for the governance of the cooperative. It is the governing body of the cooperative upon whom policy formulation, strategic planning and direction setting is vested.
In the exercise of its function, it is the duty of the Board to exercise the same in conformity with the Articles of Cooperation, By-laws and the Philippine Cooperative Code. Good judgment must always be observed solely in the interest of the cooperative.
In the absence of fraud, bad faith or negligence so as to amount to a breach of trust, the members cannot interfere with the exercise of cooperative judgment by the Board relating to the performance of its functions.
There are powers that are reserved to the members and cannot be exercised solely by the directors until they are approved or ratified by the members. They are as follows:
1. Composition of the Board
The Board shall be composed of seven (7) members elected by the general assembly for a term fixed in the by-laws and shall hold office until their successors are duly elected and qualified, or until duly removed for cause.
A Director may serve for three (3) consecutive terms, except if the by-laws provide otherwise.
2. Board Meetings, Quorum Requirements and Manner of Voting
Board meetings are for intelligent discussion in weighing, analyzing and deciding on various ideas or viewpoint before arriving at wise decisions or sound policies responsive to the needs of the members.
Directors cannot attend or vote by proxy at the board meeting.
A majority of the members of the board shall constitute a quorum for the conduct of business, unless the by-laws provide otherwise.
3. Compensation of the Members of the Board and Committees
In the absence of any provisions in the bylaws fixing their compensation, the directors shall not receive any compensation except for reasonable per diems: Provided however, That the directors and officers shall not be entitled to any per diem when, in the preceding calendar year, the cooperative reported a net loss or had a dividend rate less than the official inflation rate for the same year. Any compensation other than per diems may be granted to directors by a majority vote of the members with voting rights at a regular or special general assembly meeting specifically called for the purpose.
4. Powers, Functions and Responsibilities of the Board
Board of Directors. The Board of Directors shall have the following functions and responsibilities:
To insure a high standard of best practice for the cooperative and its members, the Board should conduct itself with utmost honesty and integrity in the discharge of its duties, functions and responsibilities.
It is the Board’s responsibility to foster the long-term success of the cooperative and secure its sustained competitiveness in a manner consistent with its fiduciary responsibility, which it should exercise in the best interest of the cooperative and its members.
While the management of the day-to-day affairs of the cooperative is the responsibility of the management team, the Board is, however, responsible for monitoring and overseeing actions of the management team.
5. Elections, Vacancies and Removal of Member of the Board
The members of the Board of Directors shall be elected by secret ballot by members entitled to vote during the annual general assembly meeting.
Any vacancy occurring in the Board by reason of death, incapacity, removal or resignation may be filled up by a majority vote of the remaining directors, if still constituting a quorum, otherwise, such vacancy shall be filled by the general assembly in a regular or special meeting called for the purpose. Vacancy by expiration of term must be filled up by the General Assembly in a general or special meeting called for that purpose.
An elective officer may be removed by three fourths (3/4) votes of the regular members present and constituting a quorum, in a regular or special general assembly meeting called for the purpose. The officer concerned shall be given an opportunity to be heard at said assembly.
* The Hold-Over Principle
As a general rule, the directors and officers of a cooperative shall serve only for the term of office as fixed in the By-laws. However, in case of failure to elect a new set of directors or officers, the incumbents may continue their functions, for a reasonable period of time, until their successors are duly elected and qualified. This principle shall not be used as a guise to unduly prolong the tenure of the officer/s concerned.
6. Qualifications and Disqualification of the Board of Directors
A. Qualifications of the director
In general, any member of a cooperative who under its by laws has the right to vote and be voted upon, completed the necessary training course and who possesses all the qualifications and none of the disqualification provided by law or in the by-laws is qualified to be member of the board. However, additional qualifications may be required by the cooperative such as, but not limited to the following:
B. Disqualification of the director
Any member who is under any of the following circumstances shall be disqualified to be elected as a member of the Board or any committee or to continue as such:
4. Having been absent for three (3) consecutive regular meetings without reasonable cause such as attending the baptism of a family member; attending the marriage ceremony of a family member or relatives; processing the hospitalization of a family member; attending the Recognition and Graduation Rites of a family member; attending burial of a family member or relatives; career and professional undertakings, natural calamity and disaster activities; health reasons; and other reasonable causes discussed and approved by the Board of Directors;
b. Any person judicially declared to be insolvent;
.
Article XI
Officers of the Cooperative
A. The officers of a cooperative are those that are given that character by law and/or by the cooperative by-laws. They are as follows:
B. Mode of Officership
By reason of the prohibition provided under R.A. 9520 and/or public policy, the aforementioned officers of the cooperative with relation up to the third degree of consanguinity or affinity shall not serve as elective (optional) or appointive officers in the Board and/or committee of the same cooperative.
Likewise, husband and wife, although not considered relatives by consanguinity or affinity, are likewise prohibited to serve as elected or appointed officers in the Board and/or committee for the reason that they are considered as one person with the same interest. Their property relations are governed by the Absolute Community System under the Family Code, which according to the Code Commission is “in consonance with the Filipino custom, which is nearer to the ideal of family unity and is more in harmony with traditional oneness of the Filipino Family.” (Report of the Commission page 25).
C. Relationships covered by prohibition
The degrees of relationship covered by the prohibition are shown hereunder:
Relationship
Degree By Consanguinity By Affinity
1st degree Parents to son/daughter Parents-in-law to son/daughter-in-law
2nd degree Grandparent to grandchild Brother /sister-in-
Brother to sister law to sister/brother-in- law
3r degree Great grandparents to great Great grandparent-in-
grandchild law to great grand-
child- in-law
Uncle/Aunt to nephew/niece Uncle/ aunt in-law
to nephew/niece-in-
law
D. Duties and Responsibilities of the Officers.
The cooperative shall have a Chairman, Vice-Chairman, Treasurer and a Secretary who shall serve according to the functions of their respective offices as follows:
1. The Chairman:
2. The Vice-Chairman
3. The Treasurer, who shall not be a member of the Board of Directors, shall:
4. The Secretary, who shall not be a member of the Board of Directors, shall:
Article XIIThe Management Staff
The Board of Directors may appoint the members, or some members, of the Management Staff, fix the compensation and tenure of office. The appointment may be delegated to the General Manager, subject to review and such other limitations set by the Board of Directors.
Other members of the management staff may be proposed and/or appointed by the General Manager and subject to the approval/review of the Board of Directors. The qualifications, duties and responsibilities, salaries, and terms of office of the additional staff shall be approved by the Board of Directors.
(3) Loan Clerk
(3) Purchasing Clerk
B. Duties
(2) Accountant/Bookkeeper
Article XIIIThe Committees
The Election Committee shall:
The Audit Committee shall:
The Mediation and Conciliation Committee shall:
The Ethics Committee shall:
The Education and Training Committee:
This shall be composed of at least three (3) members to be appointed by the Board of Directors and shall serve for a term of two (2) years without prejudice to their re-appointment. Except for the Vice-Chairman, no member of the committee shall hold any other position within the cooperative during his term of office.
The Committee shall be responsible for the planning and implementation of the information, educational and human resource development programs of the cooperative for its members, officers and the communities within its area of operation.
Other Committees:
Other Committees that may be created shall assist in the formulation of policies and rules and in the implementation of the service of the cooperative. Their powers, functions, and responsibilities shall be defined in the By-laws.
Article XIV
External Auditor
At least once a year, the Board of Directors shall, in consultation with the Audit Committee, cause the audit of the books of the cooperative by an independent and accredited Certified Public Accountant.
The external auditor of the cooperative shall not at the same time provide the service of an internal auditor to the same client.
The other non-audit work shall not be in conflict with the functions of the external auditor.
The reason/s for resignation, dismissal or cessation from service and the date thereof of an external auditor shall be reported in the cooperative’s annual and current reports.
The external auditor shall be changed every five (5) years.
Article XV
Annual Report
Required Regular Reports. The cooperative shall submit annually the Cooperative Annual Report (CAR) with the following:
The Cooperative Annual Report (CAR) including all of the reports shall be made part of the Annual Report of the cooperative to its members during the Annual General Assembly Meeting.
Mode of Filing Reports. The cooperative shall file with the Authority a copy of the required reports either through personal delivery, by registered mail, by courier, or by electronic means, within one hundred twenty (120) days from the end of every calendar year.
The Accountable Officers. For this purpose, Accountable Officers shall refer to the employees/officers of the cooperative who are authorized to prepare and certify/approve the reports and in whose fault or negligence the delay/failure is attributable.
Article XVI
Members Benefit
A. Rights of Members
1. Voting Right
The members have the right to elect, remove and replace directors and vote in certain cooperative acts in accordance with the Philippine Cooperative Code.
2. Power of Inspection
Right to Examine. –
A member shall have the right to examine the records required to be kept by the cooperative under Article 52 of the Code during reasonable hours on business days and he may demand, in writing, for a copy of excerpts from said records without charge except the cost of production.
"Any officer of the cooperative who shall refuse to allow any member of the cooperative to examine and copy excerpts from its records shall be liable to such member for damages and shall be guilty of an offense which shall be punishable under Article 140 of the Code: Provided, that if such refusal is pursuant to a resolution or order of the board of directors, the liability under this article shall be imposed upon the directors who voted for such refusal: Provided, further, that it shall be a defense to any action under this article that the member demanding to examine and copy excerpts from the cooperative records has improperly used any information secured through any prior examination of the records of such cooperative or was not acting in good faith or for a legitimate purpose in making his demand.
The liability shall be imposed upon the directors who voted for such refusal except when the member requesting the examination and copying of records will use the information improperly or illegally and is acting on bad faith. The privilege however is not absolute and the cooperative may show in defense that the member is acting from wrongful motive. The exercise of the right of inspection of cooperative books and records should be for legitimate purpose. This means that the intention should be germane to the interest of the member as such, as where the purpose is to find the actual financial condition of the cooperative and how its investment is being used. Likewise, the purpose should not be contrary to the interest of the cooperative nor it should be made to gratify a member’s curiosity or for a speculative purpose.
The words “reasonable business hours” mean the time during which the cooperative office is open for the regular transaction of business. The right may be exercised either by the member himself or by any proper representative or attorney –in-fact who may be an accountant or a lawyer or any person who can help the member understand and interpret the cooperative records and either with or without the attendance of the member.
The members shall be provided, upon written request, with periodic reports which may disclose personal and professional informations about the directors and officers and certain other matters such as their holdings of the cooperative’s shares, dealings with the company, relationship among directors and key officers, and the aggregate compensation of directors and officers.
The members shall have access to any and all information relating to matters for which the management is accountable for and to those relating matters for which the management shall include such information.
4. Right to Interest in Share Capital and Patronage Refund
The net surplus less the mandated statutory reserves shall be made available to the members in the form of interest on share capital not to exceed the normal rate of return on investment prescribed by law.
This shall be made available at the same rate to all patrons of the cooperative in proportion to their individual patronage subject to the following rules:
Their proportional patronage refund shall be set aside in a general fund created for the purpose.
5. Appraisal Right
The members shall have the right to dissent and demand payment of the fair value of their capital share under any of the following circumstances:
Article XVII
A Policy of Transparency
A policy of transparency must always be maintained whereby books of accounts and minutes of Board of Director’s meetings are properly kept and made accessible to members and regular financial statements are religiously prepared and made known to the members and other parties interested on the cooperative’s operation authorized by law or the Board of Directors.
CHAPTER II
CODE OF ETHICAL STANDARDS
In the performance of their duties and responsibilities as contained in the Articles of Cooperative and By-laws and as mandated by the laws of the Philippines, every cooperative as well its officials, members and employees shall observe these Code and Ethical Standards.
Since a cooperative exists because of and for its members, it:
Social Responsibility .The cooperative being a people’s organization has a heavy social responsibility that requires it to maintain a human and nationalistic stand, discharge its functions and render services in the most professional manner, exercise judiciousness and sincerity to everyone, and be responsive to the needs not only of its membership but also of the general public. Among others, it has:
Therefore, it does not engage only in economic activities but also in advocacy for reforms, environmental concerns, policy directions, and local governance, thereby becoming an active partner together with other NGO’s in seeing to it that progress is achieved and that benefits redound to the general public. But in the conduct of all these, it must exercise political neutrality.
Cooperative as a Way of Life. Since cooperativism is a way of life, the cooperative must:
B. The Primary Cooperative
a. Principle of Membership. Membership in a cooperative must be open and voluntary. To attract and gain more members, extension programs should be undertaken
.
b. Interest and Welfare of Members. The cooperative must respect the interest and promote the welfare of its members and employees by formulating a Human Resource Development Program, and undertaking a continuous education and training for all its members, officers, officials and employees.
C. The Cooperative Federation/Union
Primarily a Cooperative Union/Federation is organized in response to the problems, needs, and concerns of the primaries. Hence it must promote their self-sufficiency, self-reliance and well-being and therefore must not directly compete with them. It must assist the primaries in a more progressive comprehensive and healthy manner by providing the following services:
In providing these services a technical group should be organized and thoroughly trained by the Cooperative Union/Federation.
The cooperative Union/Federation must promote and maintain harmonious cooperative and effective relationship among primaries and the cooperative union/federation in which a policy of transparency and fairness is maintained. In which case:
The cooperative union/federation must take the lead in the development of micro, cottage and small-scale enterprises in the community. It must therefore take the initiative to:
Any cooperative must inhibit itself from overlapping its business with another federation that would result into any form of destructive competition.
The cooperative members, officials and employees shall observe the standards of personal conduct in the discharge and execution of their official duties.
A. Standard of Personal Conduct. A member is expected, in his dealing to:
1 respects and observes proper decorum considering the organizational hierarchy;
2. be receptive to constructive criticisms by developing and maintaining emotional maturity and stability;
3. be actively involved in cooperative and community affairs;
4. refrain from giving and receiving gifts to obtain or in exchange for favor, engaging in activities inimical to the interest of the cooperative and using the cooperative for personal interest.
1. Obeying the rules and regulations provided in the implementing Rules and Regulations of R.A. 9520, the By-laws, decisions of the General Assembly and the Board and the policies and decisions that may be promulgated by the Cooperative Development Authority;
2. Showing interest and extending know-how, resources and time for cooperative betterment; and
3. Participating in its parliamentary affairs.
2. Board of Directors
The Board of Directors collectively and individually, in the performance of its duties and responsibilities should take into consideration the welfare and well- being of the general membership and its employees as well as the advancement of the cooperative, the community and the nation in the formulation of resolutions and policies. As such it should exercise its functions with due care and prudence like a good father of a family and must be thoroughly knowledgeable on the management and operation of its cooperative. Specifically, it should:
3. Committees
In the performance of their duties and responsibilities, the Committee should:
4. Officials
The officials, treasurer, secretary, member of committees, in the performance of their functions should be honest, sincere, trustworthy, dedicated and capable.
They are expected to be updated on the day to day affairs of the cooperative movement. To be more effective in their performance, they should refrain from any business activity which is in direct conflict with that of the cooperative and must at all times not use the cooperative for their personal interest.
The employees, who should be regular members (optional) of the cooperative or of member-primary in the case of secondary cooperatives, must be of good moral character, honest, dedicated and committed to the cooperative and to their task behaving as model employees. They have to give the best possible service to the members and officers of the cooperative. Among others, they must:
Chapter III
Evaluation System
A Performance Evaluation System to measure the performance of the Board as well as the management of the cooperative may be established with the approval of the General Assembly.
The establishment of such evaluation system may be disclosed in the cooperatives annual report.
Chapter IV
Commitment
The Board, committees, management, staff and members recognizing that the observance of good governance and good conduct within the cooperative is a necessary component of what constitutes sound strategic business management hereby commit to follow strictly what are provided for in this manual.
All directors, officers, employees and members shall bind themselves that the intent and spirit of this Code are honored and upheld at all times.
All directors, officers, employees and members shall take an oath that they shall commit themselves to this Code. The oath of commitment shall be done upon acceptance of membership, and upon election, appointment, promotion, or assumption to duty of officers and employees.
Promotion and enhancement of this Code is a policy and strict adherence thereto shall be the responsibility of all directors and officers.
Any amendment of this Code may be proposed to the Board of Directors for approval and shall take effect upon its adoption.
Chapter V
IMPLEMENTATION and DISTRIBUTION
Compliance with the Code of Ethics is in addition to general duties of good faith, relations, loyalty, correctness and execution forevery director and officer.
The distribution of this Code amongst directors and officers shall be ensured by using adequate means of communication.
Any director, officer, employee or member who acknowledges of a fact that, in his/her opinion, may constitute violation of this Code is required to report it to CSMPC Ethics Committee who are appointed by the Board of Directors of CSMPC and responsible to handle complaints, mediate and reconcile disagreements and violations; and the enforcement of this Code to ensure that it is followed.
CHAPTER VI
DIRECTORS OR OFFICERS’ PROFESSIONAL ETHICAL STANDARDS
Standard 1: Observance of Laws, Regulations and Policies
Standard 2: Morality and Responsible Behavior
2.0.2 When deciding on the appropriate course of action, a director or officer takes into account, not only in compliance with laws, rules, regulations and CSMPC internal policies, but also in a decision or activity consistent with cooperative values.
2.0.3 A director or officer conducts activities and interactions with member cooperatives, business partners, third party service providers, competitors, other directors, officers, and individuals with the highest standard of integrity and professionalism.
2.0.4 A director or officer is committed to maintaining and operating effective organizational and administrative arrangements to identify and manage conflicts of interest.
2.0.5 A director or officer is expected to exhibit appropriate behavior outside of CSMPC, as improper behavior, or unlawful acts and deeds may also reflect negatively or may cause an appearance of a conflict with principles and values set in this Code.
2.0.6 A director or officer is expected not to wear shorts or slippers during seminars conducted by the Authority. Casual wear is acceptable.
2.1 Fair Dealing and Fair Competition
2.1.1 A director or officer must refrain from collusive, defamatory anti-competitive discussions, policies, practices and agreements, pertaining to interest rates, service charges and other services of member cooperatives, just in case, which would injure reputation and ultimately distort business transactions and member coops’ confidence.
2.1.2 A director or officer must observe fair and ethical conduct in dealing with the competitors. The making of disparaging remarks regarding the competitors is considered to be inappropriate and unethical. A director or officer should:
a. Not derive any personal benefits using their position and title;
b. Not cause any loss of reputation of CSMPC during their works and attitudes;
c. Not behaving in contradiction with the principles of justice, integrity, honesty, reliability and social responsibility.
2.2 Misconduct and Illegal Acts
2.2.1 A director or officer must not engage in any act involving dishonesty, fraud, forgeries, thefts, deceit or commit any act that reflects adversely on their professional reputation, integrity or competence. It includes behavior that may not be illegal but could negatively affect his/her ability to perform responsibilities.
2.2.2 Gambling, use and dealership of illegal drugs, abused substances and excessive alcohol can be considered professional misconduct and in no way permitted inside CSMPC premises because it could have detrimental effect on the employee’s ability to fulfill his/her professional responsibilities.
2.2.3 A director or officer is not permitted to have other questionable or illegal act relative to CSMPC. Such acts include, but are not limited to the following:
2.3.1 A director or officer shall not tolerate to do verbal or physical conduct of a demeaning or sexual nature that creates an intimidating, hostile or offensive environment that in any way affects working relationship, or otherwise deemed to be offensive and/or inappropriate.
2.3.2 A director or officer shall not use coercive means or promise special treatment to influence professional judgments of colleagues.
Standard 3: Integrity
3.1 Business, Political, and Community Involvement
3.1.1 A director or officer is committed to avoid conflict between self-interest and CSMPC interests.
3.1.2 CSMPC may encourage a director or officer to engage in political and religious as activities, as long as it shall not be in potential conflict with the interest of CSMPC. However, CSMPC shall not curtail him/her to engage in these activities that can be tantamount to the violation of his/her right as provided by law.
3.1.3 Adirector or officer must avoid any action or situation engaging directly or indirectly in any business activity that competes, or in conflict with CSMPC’s interest, or which gives the appearance of a conflict that can diminish the valuable relationships and impair or affect independence and objective judgment.
3.1.4 Adirector or officer must avoid engaging directly or indirectly any personal business transactions involving member cooperatives, just in case, and such acts that bring about appearance of a conflict of interest, or impairs their ability to meet their regular responsibilities of CSMPC.
3.2 Personal Activity Outside CSMPC
3.2.1 A director or officer is discouraged to serve as an officer, director, consultant, or business partner of another cooperative federation primarily engaged in the same products and services of CSMPC.
3.3 Gifts, Entertainment and Other Things of Value
3.5.1 A director or officer is prohibited to receive gifts or items of value, or cash, in any amount to include cash equivalents, such as gift certificates, check, money orders, securities or other items which may readily be converted to cash as expression of gratitude, or in exchange of the service for participating in any discussion, approval and in any action which would effectuate a servicing relationship between CSMPC and the institution.
3.5.2. A director or officer is prohibited directly or indirectly from asking, soliciting, giving, accepting, and receiving or agreeing to receive gifts of any kind or anything of value for himself or for any other person in connection with any transaction or business of CSMPC and such acts that bring about appearance of a conflict of interest.
CSMPC recognizes the following exceptions which would not violate this Code:
3.4.1 A director or officer should be fair and honest in declaring their itinerary and all expenses involve in their official travel in CSMPC, or to participate with other activities for CSMPC.
Standard 4: Work Environment
4.0.2 A director or officer shall recognize and respect the rights and privileges of men and women in CSMPC.
4.1 Talent and Career Development
4.1.2 A director or officer should comply with the continuing professional development governed by any laws or regulations.
Standard 5: Information Management
5.1 Disclosure and Public Communications
5.1.1 A director or officer is prohibited to disclose sensitive and confidential information during or after term of office regarding employees, member cooperatives, or CSMPC internal information, unless otherwise authorized.
5.1.2 A director or officer should avoid the use of social media, websites, phones, and other communication facilities to express or publish defamatory and demeaning statements to any employees, officers, and cooperators which injure their name, prestige, character, and status and such conduct would ultimately distort relationships and mutual trust.
Standard 6: Building Relationships with Member Cooperatives
6.0 Meeting Member Cooperatives and Building Relationship with them
6.0.1 A director or officer must develop a sense of commitment towards cooperative members and expected to speak well for CSMPC.
6.0.2 A director or officer must imbibe in them a deep sense of loyalty, devotion to duty, and a proper work attitude with the view of maintaining a high standard of service worthy of the faith and confidence of the member cooperatives.
6.0.3 A director or officer is expected to ensure that the business interests of CSMPC and the member cooperatives are protected and served to the highest standards and skills
6.0.4 A director or officer should behave in a respectable manner and avoid any conduct which may either directly or indirectly bring discredit or injury to a member cooperative and CSMPC.
CHAPTER VII
EmployeeS’ OFFENSES AND DISCIPLINARY ACTIONS
Section 1. Table of Penalties. The following are the types of offenses and the corresponding disciplinary actions:
TYPES OF OFFENSES CATEGORY DISCIPLINARY ACTION
Type A Light Offenses
First Infraction : Written reprimand
Second Infraction : Suspension of one (1) to two (2) working days
Third Infraction : Suspension of three (3) working days
Fourth Infraction : Suspension of four (4) working days or dismissal
Type B Less Grave Offenses
First Infraction : Suspension of five (5) working days
Second Infraction : Suspension of six (6) to seven (7) working days
or dismissal
Type C Grave Offense Dismissal
All penalties of suspension shall be without pay. Where the offense committed resulted in the loss of any amount to the CSMPC, said amount shall be refunded plus reasonable interest.
Section 2. Multiple and Simultaneous Offenses. In case an employee commits two or more offenses simultaneously on one occasion, he shall receive the corresponding penalties for each offense.
1. Any employee who has been issued a written warning for five (5) times within one (1) calendar year for various offenses shall be dismissed from the employment and membership.
2. Any employee who commits subsequent offense(s) after suspensions for three (3) times in one (1) calendar year shall similarly be dismissed. An aggregate of three (3) suspensions given to an employee within the calendar year, regardless of the nature of the violations of the Code and number of days of suspension involved warrants dismissal after any subsequent offense within the period covered.
Section 3. Dishonesty and other Immoral Acts
a. Theft or robbery from the CSMPC, from other employees or from members or customers. (C)
b. Falsification of CSMPC reports, vouchers, checks, receipts, time records or other personnel records. (C)
c. Indecent or immoral conduct within the premises regardless of whether or not within office hours. (C)
d. Misuse, defacement, or damaging of any property of the CSMPC or of co-employees or members. (C)
e. Removal or destruction of schedules, signs, rules and regulations, notices, letters, announcements or other such materials posted by management on the Bulletin Board for the information and/or guidance of the employees or members. (A)
f. Making of false or malicious statements concerning the good name of CSMPC officials and products, or revealing, or giving out, without authority confidential information concerning operations or trade secrets of the CSMPC. (C)
g. Fraudulent statements of any nature in applications for employment, or any official document submitted to CSMPC are strictly prohibited and are punishable by suspension or dismissal as the case may be depending on the circumstance of the violation. (C)
h. Any participation in the commission of the offenses outlined in the preceding sections. (A)
i. Engaging in operations that are competitive with CSMPC. (C)
j. Using Coop time, premises, vehicles, tools, equipment, or materials for personal benefit or business or buying or selling personal goods inside Coop premises. (A)
k. Unauthorized possession or use of any CSMPC property, equipment or materials. (C)
l. Unauthorized possession of master key or duplicate key which can open Coop Lockers, drawers, desks, cabinets, rooms or offices. (C)
m. Unauthorized acceptance, directly or indirectly, of any sum of money, commission, offer or promises, in consideration of any act, decision or service connected with the performance of the employee’s duties. (C)
n. Entering into arrangement with suppliers or members/customers to obtain “kickbacks” or other preferential treatment. (C)
o. Entering into arrangement with member(s) to obtain, partially or fully, loan proceeds for himself. (C)
p. Engaging in any immoral practices or offering to members or customers or co-employees services which are immoral in nature or engaging in any conduct which violates morality. (C)
q. Padding chits or invoices, deliberate overcharging, using paid invoice belonging to other members/customers, using unauthorized invoices, and other similar acts of dishonesty. (C)
Section 4. Criminality.
a. Conviction by final judgment of any criminal offense under the law. (C)
b. Possession of prohibited drugs or intoxicating liquor inside the premises; using or consuming rohibited drugs or liquor while on the job or reporting for duty under the influence of prohibited drugs or liquor. (C)
c. Possession, directly or indirectly, of firearms, explosives or other deadly weapons such knives, darts, bolos, balisongs, and the like unless with prior management consent and as required by the nature of the job.(C)
d. Attempting to bring firearms or explosives or deadly weapons into the premises or work area. (C)
e. Committing any act of sabotage on the CSMPC, its members, properties, and/or services.(C)
Section 5. Destroying Goodwill and Violating Orderliness
a. Insulting, threatening, or fighting with a member or co-employee within Coop premises or during working hours.(C)
b. All employees are required to be respectful, courteous, and civil to CSMPC members and guests. The management highly expects every employee to treat them as Very Important Persons (VIPs). Use, therefore, of disrespectful, offensive, or scurrilous or obscene language in addressing or speaking or quarreling with them is strictly prohibited. (C)
c. Failure to cooperate in harmony with other employees or making false, vicious or malicious statements regarding other employees or use of profane or obscene language in addressing other employees. (A)
d. Smoking is strictly prohibited inside the CCSMP building. (B)
e. Excessive drinking of liquor (including beer) during working hours in the Coop premises is strictly prohibited except during Coop authorized functions. (C)
f. Reporting for work or performing work under the excessive influence of liquor. (C)
g. Encouraging, coercing, bribing or otherwise inducing any employee to engage in any practice in violation of these rules. (C)
h. Solicitation. (Employees should not, without permission of management, solicit, for any purpose, before, during or after working time in the Coop premises. (A)
i. Violation of health and safety rules and regulations or common safety practices, or jeopardizing, through negligence or carelessness, the safety of another person or placing the Coop or member’s property in jeopardy, damage or loss. (A)
j. Failure to immediately report a personal injury or property destruction or damage occurring within the premises. (A)
k. Poor housekeeping (dirty or disorderly workplace), or littering, or spitting in the CSMPC premises or improper use of comfort rooms or lavatories. (A)
l. Failure to be personally clean, properly attired and groomed. (A)
m. Refusal to serve members who ask for service , making false or malicious statements regarding members/visitors, using discourteous or obscene language in addressing members/visitors. (C)
n. Making malicious, derogatory or false statements regarding the good name of CSMPC and its services. (C)
o. Giving false testimony to any investigation or inquiry conducted in relation to incidents within CSMPC and affecting CSMPC interests. (C)
p. Performing work in the CSMPC premises other than the officially assigned duties. (All work performed at Coop time or in Coop premises must be for the benefit of the same, unless otherwise authorized). (A)
q. Wasteful use of power, resources or supplies. (Example, unnecessary lights and running water from taps that are not being used must be turned off. Supplies such as paper napkins, ball pens, clips, etc. must not be used wastefully and unnecessarily). (A)
r. Entering the storeroom or other restricted areas without authority. (A)
s. Failure to wear the proper uniform prescribed by management. (A)
t. Failure to issue receipts for every collection from members/customers. (C)
u. Failure to comply with any memorandum which is necessary to properly implement any mandatory provision of this Code. (B)
Section 6. Disturbing Peace and Order
a. Fighting in the CSMPC compound. This offense includes provoking or instigating, threatening, intimidating coercing another employee within the premises. (C)
b. Refusal to leave his place of work or the premises when required to do so by his supervisor or another Coop officer as disciplinary measure. (C)
c. Engaging in horseplay, running, scuffling or throwing things while working or while in the premises. (A)
d. Refusal to comply with or evasion of security requirements. (B)
e. Gambling or collecting bets for jueteng, lotto, lotteries, Jai-alai and the like within the premises. (A)
Section 7. Offenses Against CSMPC Management and Supervisory Personnel
a. Unauthorized disclosure of confidential information concerning CSMPC. (C)
b. Threatening, intimidating, assaulting, coercing or challenging any member of the Coop to a fight or insulting any member of management or any officer. (C)
c. Use of disrespectful, impolite or insulting, obscene language in addressing or speaking with members, manager or Coop officers. (B)
d. Insubordination, like:
• Refusing to cooperate with committee members, manager, or duly authorized officer. (B)
• Refusing to accept work, change of shift or work locations assigned by the management, or refusal to otherwise cooperate with management. (C)
• Refusing to acknowledge receipt of penalty slips or memorandum. (C)
e. Working overtime without permission of the superior officer. (The employee shall receive no pay for such unauthorized work). (A)
f. Undertaking sideline and part time jobs during office hours, unless reported and approved in writing by the management. (the employee concerned will be asked to give up either job or face the prospect of dismissal from CSMPC. (C)
g. Refusal or deliberate failure to disseminate Coop policies, work rules, procedures, standards, and the like by an employee charged to do so. (C)
h. Failure of a manager or employee who has knowledge of any violation of this Code to take steps to prevent or to report the same. (C)
Section 8. Violation of Coop Laws, Policies, Rules and Regulations
a. Violation of CDA and other government regulatory agency directives and administrative issuances. (C)
b. Violation of CSMPC Articles of cooperation and By-Laws, policies, Guidelines, rules and regulations issued by the Board of Directors and/or the General Assembly. (C)
Section 9. Inefficiency, Negligence and Violation of Work Standards
a. Gross negligence and/or gross inefficiency which results in injuries to persons or losses and damages. (B)
b. Negligence and/or inefficiency causing damage or loss to the Coop of P500 or less. (A);
P501 to P1,000 (B); more than P,1000 (C)
c. Failure to meet performance targets for three consecutive rating periods. (C)
d. Violations of rules on attendance shall be penalized as follows:
Unexcused Absences:
No. of times absent /month:
1 to 2 (A)
3 to 4 (B)
5 and above (C)
e. Violations of rules on punctuality within the calendar year shall be penalized as follows:
Tardiness of:
More than 30 : 1st offense Corrective interview and warning
mins/mo. or : 2nd offense Written reprimand
4-6 times/mo. : 3rd offense 1-2 working days suspension*
: 4th offense 3-4 working days suspension*
: 5th offense Dismissal
* All penalties of suspension shall be without pay
f. Loitering, loafing, lingering, and the like. (A)
g. Reading or eating while on duty. (Reading materials pertaining to an employee’s work or of materials provided by CSMPC are excluded from this rule. (A)
h. Sleeping while on tour of duty. (A)
j. Failure, without valid reason, to submit DTR for signature. (A)
k. Deliberately timing in/out on the time card/record book for another employee; or unauthorized altering of time card. (C)
l. Deliberately slowing down, hindering or limiting pf work output. (C)
m. Loitering within the CSMPC premises (wasting time or leaving place of work during working hours) without permission from the supervisor. (A)
n. Reporting for work with a serious or communicable disease which may endanger other employee’s health. (B)
o. Failure to report for overtime work after having been duly advised and scheduled to work without good reason; or working overtime or staying after office hours without authorization. (A)
p. Failure to follow instruction of superior in connection with his work. (B)
q. Malingering or feigning illness to avoid assigned work. (C)
r. Failure to comply with prescribed procedures relative to borrowing/withdrawal of CSMPC Cowned properties or other properties for which the Coop may be held liable for damage or losses. (C)
s. Reckless misuse of Coop equipment. (C)
t. Tampering with, taking down or removing from designated location fire extinguishers/equipments, or sounding false fire or other alarm. (C)
Chapter VIII
EFFECTIVITY AND SEPARABILITY CLAUSE
A Separability Clause
Any portion hereof shall be held invalid and such invalidity shall not affect the other provisions which shall remain in full force and effect.
B Effectivity
This Code is duly approved during the Joint Officers Meeting on November __, 2015 at CASAY, DALAGUETE, CEBU and takes effect fifteen days after its approval and publication to the three conspicuous places where the cooperative operates.
Formulated and recommended by:
(Sgd.) MERLINDA OGANG (Sgd.) ESMERALDA LUMAYAG (Sgd.) ELEUTERIA MANAL
Chairman Vice-Chairman Secretary
Approved by:
ARSULIN L. BEJAGAN (Sgd.) GEORGE P. LUMAYAG
Chairman, BOD Vice-Chairman, BOD
RICARDO BELAMIA (Sgd.) YOLANDA P. BELAMIA
Member, BOD Member, BOD
ROBERT ABRANTES LEONEDEZA BECERIL
Member, BOD Member, BOD
WILMA ROSALES
Member, BOD
This Code was ratified by the General/Representative Assembly on March __, 2015 at Casay NHS, Casay, Dalaguete, Cebu
In accordance with the State’s policy to actively promote cooperative governance reforms to foster the creation and growth of cooperative as a practical vehicle for promoting self-reliance and harnessing people’s power towards the attainment of equity, sustainable economic development and social justice, this cooperative in its Resolution No.________ dated_______ approved the promulgation and implementation of this Code which shall be applicable to all members, officers and employees.
CHAPTER I
The Cooperative Governance
Article I
PREAMBLE
Section 1. TITLE. This Code shall be known as the CODE OF GOOD GOVERNANCE AND ETHICAL STANDARDS for CSMPC Directors, Committees, Officers, Employees, and Members.
Section 2. DECLARATION OF POLICY. All CSMPC Directors, Committees, Officers, Employees, and Members shall abide and adhere to this Code. Towards this end, they shall serve with utmost professionalism, integrity, and morality.
Article II
VISION
Section 1. The vision statement of CSMPC is stated as: “Lapad, malambuon ug lig-on nga kooperatiba nga padayong motubag sa panginahanglan sa katawhan labi na sa mga membro pinaagi sa patas nga benepisyo.”
Article III
MISSION
Section 1. The mission statement of CSMPC is stated as: “Makanunayong paghatag ug edukasyon ngadto sa mga membro aron dugang masabtan ang katuyoan ug kamahinungdanon sa kooperatibismo ug sa pag-agni sa mga dili pa membro nga magpamembro.”
Article IV
GOALS
Section 1. The Goals of CSMPC is stated as:
1. Makab-ot ang balanse nga pag-uswag sa ekonomikanhong panginahanglan.
2. Mapalig-on ang katilingban pinaagi sa pagpuyo sa maayo’ng pamatasan nga adunay pagtahod ug pagrespito sa isigkatawo ug sa Ginoo.
Article V
CORE VALUES
The conduct of the CSMPC Directors, Committees, Officers, Employees, and Members is guided by the following set of Core Values. Conduct contrary to the Core Values of the CSMPC is not acceptable and shall not be tolerated.
- Equality
- Democracy
- Solidarity
- Social responsibility
- Caring for Others
- Self-help
- Honesty
- Openness
- Equity
- Responsibility
Article VI
Definition of Terms
- Board of Directors – refers to the collegial body entrusted with the conduct and management of the affairs of the cooperative under its Articles of Cooperation and By-laws.
- Member – refers to person, either natural or juridical, adhering to the principles set forth in R.A. 9520 and the Articles of Cooperation & By-laws, admitted by the cooperative as member.
- General Assembly – refers to the full membership with voting rights of the cooperative duly assembled for the purpose of exercising all the rights and performing all the obligations pertaining to the cooperatives, as provided by R.A. 9520, its Articles of Cooperation and By-laws.
- Committee – refers to a body entrusted with specific functions and responsibilities under the By-laws and resolution of the general assembly or the board of directors.
- Loan Clerk-is responsible for clerical matters related to loan processing, including preparing, auditing, and finalizing forms or contracts. He\She ensures the creditworthiness of interested parties through reference checking. He\She can work more specifically as loan service clerk, who maintains payment records, or as loan closer, who organizes and executes closing procedures.
- Employee-refers to the hired worker who might be a member but it is optional and precisely he\she is not holding a position as an officer of the cooperative.
- Articles of Cooperation – means the Articles registered under CDA and include any and all registered amendments thereof.
- By-laws – refer to the by-laws registered under CDA and include any and all registered amendment thereof.
- Management – refers to the body authorized to direct the business activities of the cooperative in accordance with the policies determined or promulgated by the Board.
- External Auditing – refers to audit conducted by an auditor, who is (a) independent of the cooperative being audited or a subsidiary thereof; (b) a member of a recognized professional accounting association (c) accredited by the CDA;
- Cooperative Governance- refers to the system, which enhances the standards set-up for the cooperatives that would protect the interest and build strong linkages with the members, creditors and other stakeholders;
- Delinquent members-refer to members who have availed the Purchase Order (PO) Card and Lending services and failed to settle their obligations 2 months after the corresponding 5 day grace period are considered delinquent members;
- Authority-refers to the Cooperative Development Authority
- Developmental Plan- refers to the plan of action of the cooperative for one year or more on matters involving acts of ownership as opposed to those of merely administration/management. The plan may be to expand business activity, incur substantial obligation, acquire/renovate office building, acquire real properties not in the course of annual business activity and the like which requires General Assembly action.
Article VII
The Articles of Cooperation and By-laws
An Article of Cooperation is a contract between the Government, the members and the cooperative, by and among themselves.
The By-laws constitute the private “laws” or internal set of “rules and regulations” that will govern the cooperative affairs. As the By-laws are the private laws of the cooperative, the provisions thereof must be construed and applied in accordance with the intent of its own framers. The interpretation and application thereof as they are internal matters should first be resolved by the cooperative itself.
Article VIII
The Cooperative Purpose and Powers: Extent
The purpose of the cooperative shall be that which are provided in the Articles of Cooperation and shall have the powers as are expressly granted in its charter or in statute under which it is created or such powers as are necessary for the purposes of carrying out the express powers. Thus, if a business is not expressly authorized in the Articles of Cooperation and is not necessary or incidental in the furtherance of the cooperative purpose for which it was organized, the same cannot be legally undertaken by the cooperative.
Article IX
The General Assembly
The General Assembly is the highest policy making body of the cooperative. All authority within the cooperative emanates from it as provided for in its articles and by-laws. As the supreme body, the interest of the members must be protected at all times whereby any business to be undertaken must be embodied in an annual plan, program, and budget that must be approved by the General Assembly. New business not included in the plan approved in the last general assembly and believed to be profitable, may be undertaken by the Board of Directors and must be reported and ratified at the next General Assembly Meeting;
The foundation of a cooperative is cooperation. Therefore, any member who cannot respect the decisions of the General Assembly has no place in the organization, and may be subject to disciplinary action.
No officer or member shall bring any complaint against any officers, members and the cooperative itself before the appropriate administrative agency or the court unless the matter passed the appropriate body handling/settling grievances/complaint in the cooperative or the matter has passed the General Assembly Meeting.
- Composition of the General Assembly
It shall be composed of such members who are entitled to vote as defined under the Articles of Cooperation and By-laws of the cooperative.
- Powers-Exclusive
- To determine and approve amendments to the Articles of Cooperation and By-laws;
- To elect or appoint the members of the board of directors and to remove them for cause;
- To approve the annual budget and developmental plans of the cooperative; and
- Such other matters requiring a two-thirds (2/3) or three-fourths (3/4) vote of all members of the General Assembly, as provided in this Cooperative Code.
- General Assembly Meetings
The General Assembly may decide on matters brought before it in either of the following:
- Regular General Assembly Meeting-
This shall be held annually in every 3rd Sunday of March at the principal office of the cooperative or at any place within its area of operation and at such time the Board of Directors may designate.
A written notice, or notice in any form allowed in the by-laws, shall be sent by the secretary of the cooperative to all members of record at their official addresses within the period fixed in the by-laws.
- The Annual General Assembly- Change of Date
Where the date of the annual meeting of the cooperative is every 3rd Sunday of March as fixed in the cooperative by-laws, the same cannot be dispensed with or postponed by the board of directors in order to extend the term of office of the board or officers. This rule, however, admits exceptions, as when the annual meeting cannot be held for some justifiable and valid reasons. It is however, necessary that the postponement of the annual meeting be for reasonable time and provided that proper notice shall be sent to all members of the cooperative in the manner prescribed by the cooperative by-laws. It should be the duty of the Board of Directors to determine the date and time to hold it taking into consideration the circumstances.
The present board shall exert its best effort to call for the annual meeting within one (1) month from the date of the meeting as specified in the cooperative’s by-laws. If for justifiable reason, the annual meeting has to be postponed, the cooperative should notify the Authority in writing of such postponement at least 10 days before the date of the annual meeting.
2. Special General Assembly Meeting-
A special general assembly meeting may be held:
- Upon call of the board at any time by a majority vote of the board of directors;
- Upon written request of at least 10%of all the members the cooperative to transact specific business covered by the call for special meeting.
- By the Cooperative Development Authority or by the board. In case of a newly registered cooperative, within ninety (90)days of such approval of registration ;or
- By the Cooperative Development Authority for any of the following purposes:
- make audit report- to report to the members the result of audit examination or other investigation of the affairs of a cooperative;
- hold the general assembly when a cooperative fails to hold an annual general assembly during every 3rd Sunday of March as fixed in the By-laws;
- upon petition of at least 10% of members of the cooperative and for good cause shown to call a regular meeting/special meeting .
3. Notice of Meeting
In a special general assembly meeting, a written notice is required to be sent to the members who are entitled to vote. The notice may, however, be waived expressly or impliedly by the members concerned. The agenda of special meetings must be specified in the written notice. Members may validly object to the introduction of any topics that not specified in the notice of special meeting.
4. Manner of Voting-
Only members entitled to vote shall be qualified to participate and vote in any general assembly meeting.
- Primary cooperative shall have only one (1) vote for each member. No voting agreement or other device to evade the one-member –one-vote provision shall be allowed. No vote by proxy shall be permitted.
- Members of Secondary or Tertiary cooperative shall have voting rights as delegate of members-cooperative, but such cooperative shall be limited to one basic vote and not to exceed five (5) incentive votes. The votes cast by the delegate shall be deemed as votes cast by the members thereof. The By-laws of a cooperative may provide for voting by proxy. Voting by proxy means allowing a delegate of a cooperative to represent or vote in behalf of another delegate of the same cooperative.
5. Quorum
Unless otherwise provided in the by-laws a quorum shall consist of twenty-five (25%) percent of all the members entitled to vote.
Article XThe Board Governance
The Board of Directors is primarily responsible for the governance of the cooperative. It is the governing body of the cooperative upon whom policy formulation, strategic planning and direction setting is vested.
In the exercise of its function, it is the duty of the Board to exercise the same in conformity with the Articles of Cooperation, By-laws and the Philippine Cooperative Code. Good judgment must always be observed solely in the interest of the cooperative.
- Interference of Member
In the absence of fraud, bad faith or negligence so as to amount to a breach of trust, the members cannot interfere with the exercise of cooperative judgment by the Board relating to the performance of its functions.
- Power and Authority
There are powers that are reserved to the members and cannot be exercised solely by the directors until they are approved or ratified by the members. They are as follows:
- Amendments of Articles of Cooperation and By-laws;
- Division of cooperative;
- Merger and consolidation of cooperative;
- Investment of cooperative’s fund in another business or for any purpose other than the primary purpose;
- Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the cooperative’s assets;
- Incur, create or increase bonded indebtedness;
- Removal of elective director, officers or committee members;
- Dissolution of the cooperative.
1. Composition of the Board
The Board shall be composed of seven (7) members elected by the general assembly for a term fixed in the by-laws and shall hold office until their successors are duly elected and qualified, or until duly removed for cause.
A Director may serve for three (3) consecutive terms, except if the by-laws provide otherwise.
2. Board Meetings, Quorum Requirements and Manner of Voting
Board meetings are for intelligent discussion in weighing, analyzing and deciding on various ideas or viewpoint before arriving at wise decisions or sound policies responsive to the needs of the members.
- Regular meetings shall be held every 3rd Sunday of the month unless the by-laws provide otherwise.
- Special meetings shall be held any time upon the call of the chairman, or in his absence, the Vice-Chairman or majority of all the directors, or as provided by the by-laws.
Directors cannot attend or vote by proxy at the board meeting.
A majority of the members of the board shall constitute a quorum for the conduct of business, unless the by-laws provide otherwise.
3. Compensation of the Members of the Board and Committees
In the absence of any provisions in the bylaws fixing their compensation, the directors shall not receive any compensation except for reasonable per diems: Provided however, That the directors and officers shall not be entitled to any per diem when, in the preceding calendar year, the cooperative reported a net loss or had a dividend rate less than the official inflation rate for the same year. Any compensation other than per diems may be granted to directors by a majority vote of the members with voting rights at a regular or special general assembly meeting specifically called for the purpose.
4. Powers, Functions and Responsibilities of the Board
Board of Directors. The Board of Directors shall have the following functions and responsibilities:
- Provide over-all policy direction;
- Formulate development plan;
- Review the annual plan and budget and recommend for the approval of the General Assembly;
- Evaluate the capability and qualification and recommend for approval of the General Assembly the engagements of the services of an External Auditor;
- Appoint and terminate the General Manager based on just cause;
- Review, monitor and evaluate the effectiveness of the programs, projects and activities;
- Formulate and review the cooperative vision, mission and goals;
- Establish risk management system;
- Establish performance evaluation system at all levels;
- Review and approve the organizational and operational structure;
- Establish policies and procedures for the effective operation and ensure proper implementation of such;
- Appoint the members of the Mediation/Conciliation and Ethics Committees and other Officers as specified in this Code and cooperative By-laws;
- Decide election related cases involving the Election Committee and its members;
- Act on the recommendation of the Ethics Committee on cases involving violations of Code of Governance and Ethical Standards;
- Ensure compliance by the cooperative with the regulations of the Authority and other statutory requirements of appropriate government agencies;
- Report to the General Assembly the performance and achievements of the cooperative;
- Present to the General Assembly policies which the law, the cooperative by-laws and regulations require confirmation;
- Present to the General Assembly the financial, social and performance reports; and
- Perform such other functions as may be prescribed in the By-laws or authorized by the General Assembly.
To insure a high standard of best practice for the cooperative and its members, the Board should conduct itself with utmost honesty and integrity in the discharge of its duties, functions and responsibilities.
It is the Board’s responsibility to foster the long-term success of the cooperative and secure its sustained competitiveness in a manner consistent with its fiduciary responsibility, which it should exercise in the best interest of the cooperative and its members.
While the management of the day-to-day affairs of the cooperative is the responsibility of the management team, the Board is, however, responsible for monitoring and overseeing actions of the management team.
5. Elections, Vacancies and Removal of Member of the Board
The members of the Board of Directors shall be elected by secret ballot by members entitled to vote during the annual general assembly meeting.
Any vacancy occurring in the Board by reason of death, incapacity, removal or resignation may be filled up by a majority vote of the remaining directors, if still constituting a quorum, otherwise, such vacancy shall be filled by the general assembly in a regular or special meeting called for the purpose. Vacancy by expiration of term must be filled up by the General Assembly in a general or special meeting called for that purpose.
An elective officer may be removed by three fourths (3/4) votes of the regular members present and constituting a quorum, in a regular or special general assembly meeting called for the purpose. The officer concerned shall be given an opportunity to be heard at said assembly.
* The Hold-Over Principle
As a general rule, the directors and officers of a cooperative shall serve only for the term of office as fixed in the By-laws. However, in case of failure to elect a new set of directors or officers, the incumbents may continue their functions, for a reasonable period of time, until their successors are duly elected and qualified. This principle shall not be used as a guise to unduly prolong the tenure of the officer/s concerned.
6. Qualifications and Disqualification of the Board of Directors
A. Qualifications of the director
In general, any member of a cooperative who under its by laws has the right to vote and be voted upon, completed the necessary training course and who possesses all the qualifications and none of the disqualification provided by law or in the by-laws is qualified to be member of the board. However, additional qualifications may be required by the cooperative such as, but not limited to the following:
- are not delinquent in the payment of their loans and other obligations to the cooperative, one of which is the failure of payment of the remaining balance of the 18 month-subscription agreement of their Subscribed Capital for a two (2) month-lapse after the five (5) day-grace period;
- they are present during the elections so that they can personally attest to their willingness or unwillingness to serve CSMPC; and
- Patronize any of the products or services of the cooperative during office/business hours in any particular day of the calendar year; but, provided however, that members shall accumulate Php 5,000.00 worth of Consumer purchases for those members who are presently residing in the business area of CSMPC;
B. Disqualification of the director
Any member who is under any of the following circumstances shall be disqualified to be elected as a member of the Board or any committee or to continue as such:
- Holding any elective position in the government;
- Having served as director of the cooperative for three (3) consecutive terms;
4. Having been absent for three (3) consecutive regular meetings without reasonable cause such as attending the baptism of a family member; attending the marriage ceremony of a family member or relatives; processing the hospitalization of a family member; attending the Recognition and Graduation Rites of a family member; attending burial of a family member or relatives; career and professional undertakings, natural calamity and disaster activities; health reasons; and other reasonable causes discussed and approved by the Board of Directors;
- Being an official or employee of the Cooperative Development Authority; and
- Having been disqualified by law:
b. Any person judicially declared to be insolvent;
- Conviction by final judgment for an offense punishable for a period exceeding six (6) years.
.
Article XI
Officers of the Cooperative
A. The officers of a cooperative are those that are given that character by law and/or by the cooperative by-laws. They are as follows:
- Members of the Board of Directors elected by the general assembly;
- Members of the Board of Directors appointed by the majority vote of the remaining directors if still constituting a quorum, in case of vacancy other than by expiration of term;
- General Manager;
- Members of committees elected by the general assembly;
- Members of the committees and officers appointed by the Board of Directors;
- Treasurer;
- Secretary;
- Office Clerk
- Purchasing Clerk
- Members holding other positions as maybe provided for in the CSMPC By-laws.
B. Mode of Officership
- Elected Officers- The elected officers are those elected by the General Assembly pursuant to the provision of the cooperative by-laws, to wit:
- Members of the Board of Directors;
- Members of the committees. (Audit and Election)
- Appointed Officers- These officers are those appointed by the board of directors, to wit:
- General Manager
- Treasurer;
- Secretary;
- Loan Clerk;
- Purchasing Clerk;
- Members of other committees created by the GA (aside from the above-mentioned positions);
- Board member appointed by the Board of Directors.
- Members holding other positions as maybe provided for in the CSMPC By-laws.
By reason of the prohibition provided under R.A. 9520 and/or public policy, the aforementioned officers of the cooperative with relation up to the third degree of consanguinity or affinity shall not serve as elective (optional) or appointive officers in the Board and/or committee of the same cooperative.
Likewise, husband and wife, although not considered relatives by consanguinity or affinity, are likewise prohibited to serve as elected or appointed officers in the Board and/or committee for the reason that they are considered as one person with the same interest. Their property relations are governed by the Absolute Community System under the Family Code, which according to the Code Commission is “in consonance with the Filipino custom, which is nearer to the ideal of family unity and is more in harmony with traditional oneness of the Filipino Family.” (Report of the Commission page 25).
C. Relationships covered by prohibition
The degrees of relationship covered by the prohibition are shown hereunder:
Relationship
Degree By Consanguinity By Affinity
1st degree Parents to son/daughter Parents-in-law to son/daughter-in-law
2nd degree Grandparent to grandchild Brother /sister-in-
Brother to sister law to sister/brother-in- law
3r degree Great grandparents to great Great grandparent-in-
grandchild law to great grand-
child- in-law
Uncle/Aunt to nephew/niece Uncle/ aunt in-law
to nephew/niece-in-
law
D. Duties and Responsibilities of the Officers.
The cooperative shall have a Chairman, Vice-Chairman, Treasurer and a Secretary who shall serve according to the functions of their respective offices as follows:
1. The Chairman:
- Set and prepare the agenda for board meetings in coordination with the other members of the Board of Directors;
- Preside all meetings of the Board of Directors and General Assembly;
- Sign contracts, agreements, certificates and other documents on behalf of the cooperative as authorized by the Board of Directors or by the General\Representative Assembly; and
- Perform such other functions as may be authorized by the Board of Directors or by the General\Representative Assembly.
2. The Vice-Chairman
- Perform all duties and functions of the Chairperson in the absence of the latter;
- To act as Chairperson of the Education and Training Committee when designated by the Board of Directors; and
- Perform such other duties as may be delegated to him/her by the Board of Directors.
3. The Treasurer, who shall not be a member of the Board of Directors, shall:
- Ensure that all cash collections are deposited in accordance with the policies set by the Board of Directors;
- Have custody of funds, securities, and documentations relating to assets, liabilities, income and expenditures;
- Monitor and review the financial management operations of the cooperative, subject to such limitations and control as may be prescribed by the Board of Directors;
- Ensure the maintenance of full and complete records of cash transactions;
- Ensure maintenance of a Petty Cash Fund;
- Maintain a Daily Cash Position Report; and
- Perform such other functions as may be prescribed in the By-laws or authorized by the Board of Directors.
4. The Secretary, who shall not be a member of the Board of Directors, shall:
- Keep an updated and complete registry of all members;
- Record, prepare and maintain records of all minutes of meetings of the Board of Directors and the General\Representative Assembly;
- Ensure that necessary Board of Directors actions and decisions are transmitted to the management for compliance and implementation;
- Issue and certify the list of members who are entitled to vote as determined by the Board of Directors;
- Prepare and issue Share Certificates and maintain the share and transfer book;
- Serve notice of all meetings called and certify the presence of quorum of all meetings of the Board of Directors and the General\Representative Assembly;
- Keep copy of the Treasurer's reports and other reports;
- Serve as custodian of the cooperative seal; and
- Perform such other functions as may be prescribed in the By-laws or authorized by the Board of Directors.
Article XIIThe Management Staff
The Board of Directors may appoint the members, or some members, of the Management Staff, fix the compensation and tenure of office. The appointment may be delegated to the General Manager, subject to review and such other limitations set by the Board of Directors.
- Accountant/Bookkeeper
Other members of the management staff may be proposed and/or appointed by the General Manager and subject to the approval/review of the Board of Directors. The qualifications, duties and responsibilities, salaries, and terms of office of the additional staff shall be approved by the Board of Directors.
- Qualifications:
- General Manager
- He must be familiar with the business application of the cooperative;
- He must have at least two (2) years experience in the operation of the cooperative or related business wherein certificates shall be considered;
- He must not be engaged directly or indirectly in any activity similar to the business of the cooperative;
- He must not have been convicted of any administrative, civil or criminal case involving moral turpitude, gross negligence or grave misconduct in the performance of his duties;
- He must not be addicted to any form of gambling or immoral or vicious habits;
- At the time of his appointment he must have no pending administrative, civil or criminal case involving financial and property accountabilities; and
- He must be willing to undergo pre-service and/or in-service training.
- Accountant/Bookkeeper
- He must be knowledgeable in accounting and bookkeeping and must have at least two(2) years experience in cooperative or related business wherein certificates shall be considered;
- He must not be engaged directly or indirectly in any activity similar to the business of the cooperative;
- He must not be convicted of any administrative, civil or criminal case involving moral turpitude, gross negligence, or grave misconduct in the performance of his duties;
- He must not be addicted to any form of gambling or immoral or vicious habits;
- He must be willing to undergo pre-service and/or in-service training in accounting; and;
- At the time of his appointment he must have no pending administrative, civil or criminal case involving financial and/or property accountabilities.
(3) Loan Clerk
- He must be knowledgeable in lending, loan processing, finalizing forms or contracts, accounting and bookkeeping and must have at least one (1) year experience in cooperative or related business;
- He must not be engaged directly or indirectly in any activity similar to the business of the cooperative;
- He must not be convicted of any administrative, civil or criminal case involving moral turpitude, gross negligence, or grave misconduct in the performance of his duties;
- He must not be addicted to any form of gambling or immoral or vicious habits;
- He must be willing to undergo pre-service and/or in-service training in thrift, savings and lending; and
- At the time of his/her appointment he/she must have no pending administrative, civil or criminal case involving financial and/or property accountabilities.
(3) Purchasing Clerk
- He must be knowledgeable in purchasing of consumer goods, raw materials, products and supplies and keep records of the purchasing liquidation and must have at least one (1) year experience in cooperative or related business;
- He must not be engaged directly or indirectly in any activity similar to the business of the cooperative;
- He must not be convicted of any administrative, civil or criminal case involving moral turpitude, gross negligence, or grave misconduct in the performance of his duties;
- He must not be addicted to any form of gambling or immoral or vicious habits;
- He must be willing to undergo pre-service and/or in-service training in thrift, savings and lending; and
- At the time of his/her appointment he/she must have no pending administrative, civil or criminal case involving financial and/or property accountabilities.
B. Duties
- General Manager
- Oversee the overall day to day business operations of the cooperative by providing 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;
- Assist the Board of Directors in the formulation of the Cooperative's Development Plan including Annual Plan and Budget, programs and projects, for approval of the General\Representative Assembly;
- Provide systems and procedures in the implementation of policies;
- Implement the duly approved plans and programs of the cooperative and any other directive or instruction of the Board of Directors;
- Provide and submit to the Board of Directors monthly reports on the status of the cooperative's operation vis-a-vis its targets and recommend appropriate policy or operational changes, if necessary;
- Represent the cooperative in any agreement, contract, business dealing, and in any other official business transaction as may be authorized by the Board of Directors;
- Ensure compliance with all administrative and other requirements of regulatory bodies; and
- Perform such other functions as may be prescribed in the By-laws delegated by the Board of Directors or authorized by the General\Representative Assembly.
(2) Accountant/Bookkeeper
- Install an adequate and effective accounting system within the cooperative, e.g. updating of passbooks, transferring of share capitals and deposits using the manual or electronic journals ;
- Render reports in the financial condition and operations of the cooperative monthly, quarterly, annually or as may be required by the Board of Directors and/or the General Assembly;
- Provide assistance to the Board of Directors in the preparation of annual budget;
- Keep, maintain and preserve all books of accounts, documents, vouchers, contracts, and other records concerning the business of the cooperative and make them available for auditing purposes to the Chairman of the Audit Committee; and
- Perform such other duties as the Board of Directors may require.
- Loan Clerk
- Prepare clerical matters related to loan processing;
- Provide the needed forms for loan application;
- Help the applicants to accomplish and finalize the forms and contracts;
- Carefully examine and appraise the Pledge of Deposits of applicants and submit the forms to the manager for approval;
- Issue official receipts or any form as proof to members for the retention, surcharges, weekly, monthly and or full payment of their granted loans and remit the money to the treasurer on the day of the transaction date;
- Update granted loans monthly and inform the loan clients by writing or electronic mail or text message a week before the monthly due date and discuss them with its corresponding penalty per month;
- Maintain payment records, organize and execute closing procedures of granted loans;
- Render reports in the financial condition such as the consolidation of the total amounts of granted loans, retentions, surcharges, monthly interests on loans, penalties, loanable amounts, and the Fixed Deposits of all members in the Lending Operation of the cooperative - monthly, quarterly, annually or as may be required by the Board of Directors and/or the General\Representative Assembly;
- Keep, maintain and preserve all lending books of accounts, documents, contracts, and other records concerning the lending operation of the cooperative and make them available for auditing purposes to the Chairman of the Audit Committee; and
- Perform such other duties as the Board of Directors may require.
- Purchasing Clerk
- Create purchase orders for purchasing consumer goods, raw materials, products and supplies;
- Research, interview, and negotiate with suppliers to obtain reasonable prices and specifications;
- Provide routine purchasing supports, practices, and procedures within a particular field;
- Rely on instructions and pre-established guidelines to perform the functions of the job;
- Work under immediate supervision of the manager;
- Carefully examine the purchased consumer goods, raw materials, products and supplies;
- Make reports regarding the consolidation of purchased consumer goods, raw materials, products and supplies and submit the necessary liquidation of such purchases to the manager; and
- Perform such other duties as the Board of Directors may require.
Article XIIIThe Committees
The Election Committee shall:
- Formulate election rules and guidelines and recommend to the General\Representative Assembly for approval;
- Recommend necessary amendments to the election rules and guidelines, in coordination with the Board of Directors, for the General\Representative Assembly's approval;
- Implement election rules and guidelines duly approved by the General\Representative Assembly;
- Supervise the conduct, manner and proceedings of election and other election related activities and act on the changes thereto;
- Canvass and certify the results of the election;
- Proclaim the winning candidates;
- Decide election and other election related cases except those involving the Election Committee or its members; and
- Perform such other functions as prescribed in the By-laws or authorized by the General\Representative Assembly.
The Audit Committee shall:
- Audit the performance of the cooperative and its various responsibility centers;
- Monitor the adequacy and effectiveness of the cooperative's management and internal control system;
- Review continuously and periodically the books of account, financial records, and policies governing internal control, accounting and risk management to ensure that these are in accordance with the cooperative principles and generally accepted accounting procedures;
- Review the internal audit report of the cooperative;
- Follow up actions on the internal and external audit recommendations;
- Discuss the result of the internal audit with the Board of Directors;
- Submit reports on the result of the internal audit and recommend necessary changes on policies and other related matters on operation to the General/Representative Assembly; and
- Perform such other functions as may be prescribed in the By-laws or authorized by the General\Representative Assembly.
The Mediation and Conciliation Committee shall:
- Formulate, develop and improve the Conciliation-Mediation policies, guidelines and program and ensure its proper implementation;
- Monitor Conciliation-Mediation program and processes;
- Submit semi-annual reports of cooperative cases to the Authority within fifteen (15) days after the end of every semester;
- Accept and file Evaluation Reports;
- Submit recommendations for improvement to the Board of Directors;
- Recommend to the Board of Directors any member of the cooperative for Conciliation-Mediation Trainings as Cooperative Conciliator-Mediator;
- Issue the Certificate of Non-Settlement (CNS);
- Provide conciliation-mediation services during their term, provided the member/s of the Committee are mutually selected by both parties; and
- Perform such other functions as may be prescribed in the By-laws or authorized by the Board of Directors and the General/Representative Assembly.
The Ethics Committee shall:
- Formulate, develop, or improve the Code of Governance and Ethical Standards to be observed by the members, officers and employees of the cooperative subject to the approval of the Board of Directors and ratification by the General Assembly\Representative;
- Implement the approved Code of Governance and Ethical Standards;
- Monitor compliance with the Code of Governance and Ethical Standards;
- Conduct initial investigation or inquiry, upon receipt of a complaint or initiates on its own, involving violations of the Code of Governance and Ethical Standards and submit report to the Board of Directors together with the appropriate sanctions, for proper action to the Board of Directors or to the remaining members of the Board of Directors, if the violation is committed by any members of the Board of Directors, or to the Audit Committee, if the remaining members of the Board of Directors fail to act on the report within a period of thirty (30) days, or the violation is committed by the majority of the Board of Directors; and
- Perform such other functions as may be prescribed in the By-laws or authorized by the Board of Directors and the General\Representative Assembly.
The Education and Training Committee:
This shall be composed of at least three (3) members to be appointed by the Board of Directors and shall serve for a term of two (2) years without prejudice to their re-appointment. Except for the Vice-Chairman, no member of the committee shall hold any other position within the cooperative during his term of office.
The Committee shall be responsible for the planning and implementation of the information, educational and human resource development programs of the cooperative for its members, officers and the communities within its area of operation.
Other Committees:
Other Committees that may be created shall assist in the formulation of policies and rules and in the implementation of the service of the cooperative. Their powers, functions, and responsibilities shall be defined in the By-laws.
Article XIV
External Auditor
At least once a year, the Board of Directors shall, in consultation with the Audit Committee, cause the audit of the books of the cooperative by an independent and accredited Certified Public Accountant.
The external auditor of the cooperative shall not at the same time provide the service of an internal auditor to the same client.
The other non-audit work shall not be in conflict with the functions of the external auditor.
The reason/s for resignation, dismissal or cessation from service and the date thereof of an external auditor shall be reported in the cooperative’s annual and current reports.
The external auditor shall be changed every five (5) years.
Article XV
Annual Report
Required Regular Reports. The cooperative shall submit annually the Cooperative Annual Report (CAR) with the following:
- CAPR (subject to pertinent circulars of the CDA)
- Social Audit Report including its program of activities in pursuance of its socio-civic undertakings showing its achievements at the end of every fiscal year;
- Performance Audit Report (Report on Governance and Management, EO 97 requires cooperatives to submit semi-annual report on mediation and conciliation);
- Audited Financial Statements; and
- List of Officers and Trainings Undertaken /Completed.
The Cooperative Annual Report (CAR) including all of the reports shall be made part of the Annual Report of the cooperative to its members during the Annual General Assembly Meeting.
Mode of Filing Reports. The cooperative shall file with the Authority a copy of the required reports either through personal delivery, by registered mail, by courier, or by electronic means, within one hundred twenty (120) days from the end of every calendar year.
The Accountable Officers. For this purpose, Accountable Officers shall refer to the employees/officers of the cooperative who are authorized to prepare and certify/approve the reports and in whose fault or negligence the delay/failure is attributable.
Article XVI
Members Benefit
A. Rights of Members
1. Voting Right
The members have the right to elect, remove and replace directors and vote in certain cooperative acts in accordance with the Philippine Cooperative Code.
2. Power of Inspection
Right to Examine. –
A member shall have the right to examine the records required to be kept by the cooperative under Article 52 of the Code during reasonable hours on business days and he may demand, in writing, for a copy of excerpts from said records without charge except the cost of production.
"Any officer of the cooperative who shall refuse to allow any member of the cooperative to examine and copy excerpts from its records shall be liable to such member for damages and shall be guilty of an offense which shall be punishable under Article 140 of the Code: Provided, that if such refusal is pursuant to a resolution or order of the board of directors, the liability under this article shall be imposed upon the directors who voted for such refusal: Provided, further, that it shall be a defense to any action under this article that the member demanding to examine and copy excerpts from the cooperative records has improperly used any information secured through any prior examination of the records of such cooperative or was not acting in good faith or for a legitimate purpose in making his demand.
The liability shall be imposed upon the directors who voted for such refusal except when the member requesting the examination and copying of records will use the information improperly or illegally and is acting on bad faith. The privilege however is not absolute and the cooperative may show in defense that the member is acting from wrongful motive. The exercise of the right of inspection of cooperative books and records should be for legitimate purpose. This means that the intention should be germane to the interest of the member as such, as where the purpose is to find the actual financial condition of the cooperative and how its investment is being used. Likewise, the purpose should not be contrary to the interest of the cooperative nor it should be made to gratify a member’s curiosity or for a speculative purpose.
The words “reasonable business hours” mean the time during which the cooperative office is open for the regular transaction of business. The right may be exercised either by the member himself or by any proper representative or attorney –in-fact who may be an accountant or a lawyer or any person who can help the member understand and interpret the cooperative records and either with or without the attendance of the member.
- Right to Information
The members shall be provided, upon written request, with periodic reports which may disclose personal and professional informations about the directors and officers and certain other matters such as their holdings of the cooperative’s shares, dealings with the company, relationship among directors and key officers, and the aggregate compensation of directors and officers.
The members shall have access to any and all information relating to matters for which the management is accountable for and to those relating matters for which the management shall include such information.
4. Right to Interest in Share Capital and Patronage Refund
- Interest in Share Capital
The net surplus less the mandated statutory reserves shall be made available to the members in the form of interest on share capital not to exceed the normal rate of return on investment prescribed by law.
- Patronage Refund
This shall be made available at the same rate to all patrons of the cooperative in proportion to their individual patronage subject to the following rules:
- For member
- It may be paid to member in cash or credited to his account as additional share capital at the option of the member;
- If the member has unpaid subscribed share capital, it shall be credited to his account as payment of his unpaid subscriptions until the same have been fully paid.
- For non-member patrons
Their proportional patronage refund shall be set aside in a general fund created for the purpose.
- The individual patronage refund is credited to the respective names only upon request and upon presentation of evidence of the amount of his patronage when the amount so accumulated under his name is equal to the minimum share capital contribution for membership and he is qualified and willing to comply with the requirements for membership; said non-member may be considered a member of the cooperative upon payment of his membership fee, and fulfillment of the requirements for membership.
- In the case of the non-member patron who has accumulated the sum necessary for membership, and refuses or fails to qualify for membership, the amount so accumulated in his account together with any part of the general fund for non-member patrons shall be credited to the reserve fund or to the education and training fund of the cooperative, at the option of the General Assembly.
5. Appraisal Right
The members shall have the right to dissent and demand payment of the fair value of their capital share under any of the following circumstances:
- Amendments of Articles of Cooperation and By-laws which have the effect of changing/restricting the rights of any member or class of shares, authorizing preferences and extending/shortening the term of cooperative existence;
- In case of sales, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all the cooperative property and assets;
- In case of merger or consolidation.
Article XVII
A Policy of Transparency
A policy of transparency must always be maintained whereby books of accounts and minutes of Board of Director’s meetings are properly kept and made accessible to members and regular financial statements are religiously prepared and made known to the members and other parties interested on the cooperative’s operation authorized by law or the Board of Directors.
CHAPTER II
CODE OF ETHICAL STANDARDS
In the performance of their duties and responsibilities as contained in the Articles of Cooperative and By-laws and as mandated by the laws of the Philippines, every cooperative as well its officials, members and employees shall observe these Code and Ethical Standards.
- The cooperative as a whole
Since a cooperative exists because of and for its members, it:
- must project a vision that rebounds to the enhancement of the quality of life of each member;
- must strive at all times to become self-sustaining and self-reliant;
- must uphold the democratic process; and
- must comply with the requirements for registration including pre-membership education conducted by a cooperative or other agencies with track record in cooperative education.
Social Responsibility .The cooperative being a people’s organization has a heavy social responsibility that requires it to maintain a human and nationalistic stand, discharge its functions and render services in the most professional manner, exercise judiciousness and sincerity to everyone, and be responsive to the needs not only of its membership but also of the general public. Among others, it has:
- to provide optimum supply of quality products and services at reasonable price or interest; and
- to be an active catalyst for change towards the total development of man
Therefore, it does not engage only in economic activities but also in advocacy for reforms, environmental concerns, policy directions, and local governance, thereby becoming an active partner together with other NGO’s in seeing to it that progress is achieved and that benefits redound to the general public. But in the conduct of all these, it must exercise political neutrality.
Cooperative as a Way of Life. Since cooperativism is a way of life, the cooperative must:
- build a credible image and promote a better way of living;
- embody the ideals of cooperativism and clearly manifest it by showing cooperation with and support to other cooperatives by;
- avoiding direct competition;
- fostering “big brother helps small brother spirit” where well established cooperatives assist smaller cooperatives grow by helping them access opportunities, resources, and technology; and
- federate to promote solidarity and cooperation and strengthen their capability as an organization and the cooperative movement.
B. The Primary Cooperative
a. Principle of Membership. Membership in a cooperative must be open and voluntary. To attract and gain more members, extension programs should be undertaken
.
b. Interest and Welfare of Members. The cooperative must respect the interest and promote the welfare of its members and employees by formulating a Human Resource Development Program, and undertaking a continuous education and training for all its members, officers, officials and employees.
C. The Cooperative Federation/Union
Primarily a Cooperative Union/Federation is organized in response to the problems, needs, and concerns of the primaries. Hence it must promote their self-sufficiency, self-reliance and well-being and therefore must not directly compete with them. It must assist the primaries in a more progressive comprehensive and healthy manner by providing the following services:
- education, through training and seminars on accounting, planning, bookkeeping and budgeting, etc.;
- consultancy like preparation of project proposals and feasibility studies;
- management, like internal audit and on-the-job management training;
- marketing, like acting as a marketing arm of the primaries; and
- fund sourcing, communication, and linkaging.
In providing these services a technical group should be organized and thoroughly trained by the Cooperative Union/Federation.
The cooperative Union/Federation must promote and maintain harmonious cooperative and effective relationship among primaries and the cooperative union/federation in which a policy of transparency and fairness is maintained. In which case:
- it must not be discriminating as to membership on the basis of financial capability. Small cooperatives shall be allowed to become at least as associate member contributing only a minimal membership fee;
- the business activities to be undertaken by the cooperative union/federation must always be embodied in annual plans and budgets approved by the member-cooperatives; and
- books of accounts must always be maintained and made accessible to members and financial statements and reports be regularly prepared and furnished them.
The cooperative union/federation must take the lead in the development of micro, cottage and small-scale enterprises in the community. It must therefore take the initiative to:
- lobby and make representations with the government to support the cooperatives in terms of better and quality legislation , development oriented policies and financial/technical assistance; and
- establish and maintain harmonious and productive relationships with local, national and foreign institutions for funding and other forms of assistance that will benefit the cooperatives in the region.
Any cooperative must inhibit itself from overlapping its business with another federation that would result into any form of destructive competition.
The cooperative members, officials and employees shall observe the standards of personal conduct in the discharge and execution of their official duties.
- Individual
A. Standard of Personal Conduct. A member is expected, in his dealing to:
1 respects and observes proper decorum considering the organizational hierarchy;
2. be receptive to constructive criticisms by developing and maintaining emotional maturity and stability;
3. be actively involved in cooperative and community affairs;
4. refrain from giving and receiving gifts to obtain or in exchange for favor, engaging in activities inimical to the interest of the cooperative and using the cooperative for personal interest.
- Membership Rights, Privileges and Obligations. Any cooperative member should be a member of only one cooperative of the same type in the same area (optional). He should exercise his responsibilities, rights and privileges as defined in the Articles of Cooperation and By-laws. He must therefore:
- Be a member entitled to vote by:
- attending pre-membership seminar before applying for membership;
- subscribing and paying at least the minimum requirement for a full-pledged member;
- paying the installments on Share Capital subscription as it falls due and participate in the capital build-up of the cooperative;
- attending all meetings particularly the General\Representative Assembly and all continuing educational programs of the cooperative;
- paying all his obligations promptly; and
- patronizing regularly the services of the cooperative.
- Promote the purposes and objectives of the cooperative, the success of its business, the welfare of its members and the cooperative movement as a whole by:
1. Obeying the rules and regulations provided in the implementing Rules and Regulations of R.A. 9520, the By-laws, decisions of the General Assembly and the Board and the policies and decisions that may be promulgated by the Cooperative Development Authority;
2. Showing interest and extending know-how, resources and time for cooperative betterment; and
3. Participating in its parliamentary affairs.
- Prepare himself, including participating in education and training, to assume responsibilities and obligations toward the cooperative and the community; and;
- Believe that the cooperative is the better way to improve his life and that of his community. He therefore has to:
- defend and promote the cooperative in the community;
- project a nationalistic and pro-people attitude;
- be a model member of his community and a model citizen in the community; and
- be willing to assist his co-members in the community.
2. Board of Directors
The Board of Directors collectively and individually, in the performance of its duties and responsibilities should take into consideration the welfare and well- being of the general membership and its employees as well as the advancement of the cooperative, the community and the nation in the formulation of resolutions and policies. As such it should exercise its functions with due care and prudence like a good father of a family and must be thoroughly knowledgeable on the management and operation of its cooperative. Specifically, it should:
- adopt bold and aggressive policies that can withstand the rigors of public scrutiny and a policy of transparency for the welfare of the general membership;
- seek new and better ways in making the cooperative responsive, viable and progressive;
- coordinate with the committees and management to effect harmonious business operation;
- to be supportive of the union’s and federation’s program and activities where his cooperative is a member;
- respect the powers of the manager as duly defined in the Articles of cooperation and By-laws of the cooperative ;
- must not engaged in the business which directly competes with the business of the cooperative;
- must not be an officer of the cooperative whose business is in conflict with the line of business of the cooperative, except in secondary organizations like Federation.
3. Committees
In the performance of their duties and responsibilities, the Committee should:
- formulate their sound subject to the approval of the Board or course through it for the approval of the General\Representative Assembly;
- prepare an annual program of activities to be approved by the Board of Directors and to be integrated with the Cooperative’s annual plans and budget;
- actively pursue, specially the Committee on Education, the development of its members, promote the understanding of the affairs of the cooperative, and foster harmonious relationship and cooperation.
4. Officials
The officials, treasurer, secretary, member of committees, in the performance of their functions should be honest, sincere, trustworthy, dedicated and capable.
They are expected to be updated on the day to day affairs of the cooperative movement. To be more effective in their performance, they should refrain from any business activity which is in direct conflict with that of the cooperative and must at all times not use the cooperative for their personal interest.
- Employees
The employees, who should be regular members (optional) of the cooperative or of member-primary in the case of secondary cooperatives, must be of good moral character, honest, dedicated and committed to the cooperative and to their task behaving as model employees. They have to give the best possible service to the members and officers of the cooperative. Among others, they must:
- observe the cooperative’s existing policies and procedures;
- subject themselves to management policies and should not be beholden to any member of the board and inhibit themselves from campaigning during the cooperative elections; and
- take the initiative to develop themselves and undergo training, seminar and other manner of education to improve their competence and perspective.
Chapter III
Evaluation System
A Performance Evaluation System to measure the performance of the Board as well as the management of the cooperative may be established with the approval of the General Assembly.
The establishment of such evaluation system may be disclosed in the cooperatives annual report.
Chapter IV
Commitment
The Board, committees, management, staff and members recognizing that the observance of good governance and good conduct within the cooperative is a necessary component of what constitutes sound strategic business management hereby commit to follow strictly what are provided for in this manual.
All directors, officers, employees and members shall bind themselves that the intent and spirit of this Code are honored and upheld at all times.
All directors, officers, employees and members shall take an oath that they shall commit themselves to this Code. The oath of commitment shall be done upon acceptance of membership, and upon election, appointment, promotion, or assumption to duty of officers and employees.
Promotion and enhancement of this Code is a policy and strict adherence thereto shall be the responsibility of all directors and officers.
Any amendment of this Code may be proposed to the Board of Directors for approval and shall take effect upon its adoption.
Chapter V
IMPLEMENTATION and DISTRIBUTION
Compliance with the Code of Ethics is in addition to general duties of good faith, relations, loyalty, correctness and execution forevery director and officer.
The distribution of this Code amongst directors and officers shall be ensured by using adequate means of communication.
Any director, officer, employee or member who acknowledges of a fact that, in his/her opinion, may constitute violation of this Code is required to report it to CSMPC Ethics Committee who are appointed by the Board of Directors of CSMPC and responsible to handle complaints, mediate and reconcile disagreements and violations; and the enforcement of this Code to ensure that it is followed.
CHAPTER VI
DIRECTORS OR OFFICERS’ PROFESSIONAL ETHICAL STANDARDS
Standard 1: Observance of Laws, Regulations and Policies
- Knowledge of Laws, Regulations, and Policies
- A director or officer should stay inform and comply relevant laws and regulations of the Republic of the Philippines, and all internal policies, guidelines and procedures of CSMPC.
Standard 2: Morality and Responsible Behavior
- Personal Conduct
2.0.2 When deciding on the appropriate course of action, a director or officer takes into account, not only in compliance with laws, rules, regulations and CSMPC internal policies, but also in a decision or activity consistent with cooperative values.
2.0.3 A director or officer conducts activities and interactions with member cooperatives, business partners, third party service providers, competitors, other directors, officers, and individuals with the highest standard of integrity and professionalism.
2.0.4 A director or officer is committed to maintaining and operating effective organizational and administrative arrangements to identify and manage conflicts of interest.
2.0.5 A director or officer is expected to exhibit appropriate behavior outside of CSMPC, as improper behavior, or unlawful acts and deeds may also reflect negatively or may cause an appearance of a conflict with principles and values set in this Code.
2.0.6 A director or officer is expected not to wear shorts or slippers during seminars conducted by the Authority. Casual wear is acceptable.
2.1 Fair Dealing and Fair Competition
2.1.1 A director or officer must refrain from collusive, defamatory anti-competitive discussions, policies, practices and agreements, pertaining to interest rates, service charges and other services of member cooperatives, just in case, which would injure reputation and ultimately distort business transactions and member coops’ confidence.
2.1.2 A director or officer must observe fair and ethical conduct in dealing with the competitors. The making of disparaging remarks regarding the competitors is considered to be inappropriate and unethical. A director or officer should:
a. Not derive any personal benefits using their position and title;
b. Not cause any loss of reputation of CSMPC during their works and attitudes;
c. Not behaving in contradiction with the principles of justice, integrity, honesty, reliability and social responsibility.
2.2 Misconduct and Illegal Acts
2.2.1 A director or officer must not engage in any act involving dishonesty, fraud, forgeries, thefts, deceit or commit any act that reflects adversely on their professional reputation, integrity or competence. It includes behavior that may not be illegal but could negatively affect his/her ability to perform responsibilities.
2.2.2 Gambling, use and dealership of illegal drugs, abused substances and excessive alcohol can be considered professional misconduct and in no way permitted inside CSMPC premises because it could have detrimental effect on the employee’s ability to fulfill his/her professional responsibilities.
2.2.3 A director or officer is not permitted to have other questionable or illegal act relative to CSMPC. Such acts include, but are not limited to the following:
- extortion
- fraud involving money and property
- Money laundering
2.3.1 A director or officer shall not tolerate to do verbal or physical conduct of a demeaning or sexual nature that creates an intimidating, hostile or offensive environment that in any way affects working relationship, or otherwise deemed to be offensive and/or inappropriate.
2.3.2 A director or officer shall not use coercive means or promise special treatment to influence professional judgments of colleagues.
Standard 3: Integrity
- Unfair Discrimination
3.1 Business, Political, and Community Involvement
3.1.1 A director or officer is committed to avoid conflict between self-interest and CSMPC interests.
3.1.2 CSMPC may encourage a director or officer to engage in political and religious as activities, as long as it shall not be in potential conflict with the interest of CSMPC. However, CSMPC shall not curtail him/her to engage in these activities that can be tantamount to the violation of his/her right as provided by law.
3.1.3 Adirector or officer must avoid any action or situation engaging directly or indirectly in any business activity that competes, or in conflict with CSMPC’s interest, or which gives the appearance of a conflict that can diminish the valuable relationships and impair or affect independence and objective judgment.
3.1.4 Adirector or officer must avoid engaging directly or indirectly any personal business transactions involving member cooperatives, just in case, and such acts that bring about appearance of a conflict of interest, or impairs their ability to meet their regular responsibilities of CSMPC.
3.2 Personal Activity Outside CSMPC
3.2.1 A director or officer is discouraged to serve as an officer, director, consultant, or business partner of another cooperative federation primarily engaged in the same products and services of CSMPC.
3.3 Gifts, Entertainment and Other Things of Value
3.5.1 A director or officer is prohibited to receive gifts or items of value, or cash, in any amount to include cash equivalents, such as gift certificates, check, money orders, securities or other items which may readily be converted to cash as expression of gratitude, or in exchange of the service for participating in any discussion, approval and in any action which would effectuate a servicing relationship between CSMPC and the institution.
3.5.2. A director or officer is prohibited directly or indirectly from asking, soliciting, giving, accepting, and receiving or agreeing to receive gifts of any kind or anything of value for himself or for any other person in connection with any transaction or business of CSMPC and such acts that bring about appearance of a conflict of interest.
CSMPC recognizes the following exceptions which would not violate this Code:
- Meals and Entertainment. A director or officer may periodically give or receive meals, refreshments, or other forms of entertainment, if:
- a. The items are of reasonable value, and would not be considered lavish;
- b. The purpose of the meeting or attendance at the event is business related, and both the giving and receiving party will be in attendance to discuss business;
- c. Receiving non-cash gifts of reasonable value at special occasions and events, such as a new job, promotion, wedding, birthday, or retirement that represents expression of friendship;
- Cash, Gifts and Items of Value is prohibited.
- b. No cash, gifts and items of value is accepted from any complainant before, during and after the matter is being handled by the Ethics Committee.
3.4.1 A director or officer should be fair and honest in declaring their itinerary and all expenses involve in their official travel in CSMPC, or to participate with other activities for CSMPC.
Standard 4: Work Environment
- Diversity and Treatment
4.0.2 A director or officer shall recognize and respect the rights and privileges of men and women in CSMPC.
4.1 Talent and Career Development
4.1.2 A director or officer should comply with the continuing professional development governed by any laws or regulations.
Standard 5: Information Management
- Maintaining Confidentiality
5.1 Disclosure and Public Communications
5.1.1 A director or officer is prohibited to disclose sensitive and confidential information during or after term of office regarding employees, member cooperatives, or CSMPC internal information, unless otherwise authorized.
5.1.2 A director or officer should avoid the use of social media, websites, phones, and other communication facilities to express or publish defamatory and demeaning statements to any employees, officers, and cooperators which injure their name, prestige, character, and status and such conduct would ultimately distort relationships and mutual trust.
Standard 6: Building Relationships with Member Cooperatives
6.0 Meeting Member Cooperatives and Building Relationship with them
6.0.1 A director or officer must develop a sense of commitment towards cooperative members and expected to speak well for CSMPC.
6.0.2 A director or officer must imbibe in them a deep sense of loyalty, devotion to duty, and a proper work attitude with the view of maintaining a high standard of service worthy of the faith and confidence of the member cooperatives.
6.0.3 A director or officer is expected to ensure that the business interests of CSMPC and the member cooperatives are protected and served to the highest standards and skills
6.0.4 A director or officer should behave in a respectable manner and avoid any conduct which may either directly or indirectly bring discredit or injury to a member cooperative and CSMPC.
CHAPTER VII
EmployeeS’ OFFENSES AND DISCIPLINARY ACTIONS
Section 1. Table of Penalties. The following are the types of offenses and the corresponding disciplinary actions:
TYPES OF OFFENSES CATEGORY DISCIPLINARY ACTION
Type A Light Offenses
First Infraction : Written reprimand
Second Infraction : Suspension of one (1) to two (2) working days
Third Infraction : Suspension of three (3) working days
Fourth Infraction : Suspension of four (4) working days or dismissal
Type B Less Grave Offenses
First Infraction : Suspension of five (5) working days
Second Infraction : Suspension of six (6) to seven (7) working days
or dismissal
Type C Grave Offense Dismissal
All penalties of suspension shall be without pay. Where the offense committed resulted in the loss of any amount to the CSMPC, said amount shall be refunded plus reasonable interest.
Section 2. Multiple and Simultaneous Offenses. In case an employee commits two or more offenses simultaneously on one occasion, he shall receive the corresponding penalties for each offense.
1. Any employee who has been issued a written warning for five (5) times within one (1) calendar year for various offenses shall be dismissed from the employment and membership.
2. Any employee who commits subsequent offense(s) after suspensions for three (3) times in one (1) calendar year shall similarly be dismissed. An aggregate of three (3) suspensions given to an employee within the calendar year, regardless of the nature of the violations of the Code and number of days of suspension involved warrants dismissal after any subsequent offense within the period covered.
Section 3. Dishonesty and other Immoral Acts
a. Theft or robbery from the CSMPC, from other employees or from members or customers. (C)
b. Falsification of CSMPC reports, vouchers, checks, receipts, time records or other personnel records. (C)
c. Indecent or immoral conduct within the premises regardless of whether or not within office hours. (C)
d. Misuse, defacement, or damaging of any property of the CSMPC or of co-employees or members. (C)
e. Removal or destruction of schedules, signs, rules and regulations, notices, letters, announcements or other such materials posted by management on the Bulletin Board for the information and/or guidance of the employees or members. (A)
f. Making of false or malicious statements concerning the good name of CSMPC officials and products, or revealing, or giving out, without authority confidential information concerning operations or trade secrets of the CSMPC. (C)
g. Fraudulent statements of any nature in applications for employment, or any official document submitted to CSMPC are strictly prohibited and are punishable by suspension or dismissal as the case may be depending on the circumstance of the violation. (C)
h. Any participation in the commission of the offenses outlined in the preceding sections. (A)
i. Engaging in operations that are competitive with CSMPC. (C)
j. Using Coop time, premises, vehicles, tools, equipment, or materials for personal benefit or business or buying or selling personal goods inside Coop premises. (A)
k. Unauthorized possession or use of any CSMPC property, equipment or materials. (C)
l. Unauthorized possession of master key or duplicate key which can open Coop Lockers, drawers, desks, cabinets, rooms or offices. (C)
m. Unauthorized acceptance, directly or indirectly, of any sum of money, commission, offer or promises, in consideration of any act, decision or service connected with the performance of the employee’s duties. (C)
n. Entering into arrangement with suppliers or members/customers to obtain “kickbacks” or other preferential treatment. (C)
o. Entering into arrangement with member(s) to obtain, partially or fully, loan proceeds for himself. (C)
p. Engaging in any immoral practices or offering to members or customers or co-employees services which are immoral in nature or engaging in any conduct which violates morality. (C)
q. Padding chits or invoices, deliberate overcharging, using paid invoice belonging to other members/customers, using unauthorized invoices, and other similar acts of dishonesty. (C)
Section 4. Criminality.
a. Conviction by final judgment of any criminal offense under the law. (C)
b. Possession of prohibited drugs or intoxicating liquor inside the premises; using or consuming rohibited drugs or liquor while on the job or reporting for duty under the influence of prohibited drugs or liquor. (C)
c. Possession, directly or indirectly, of firearms, explosives or other deadly weapons such knives, darts, bolos, balisongs, and the like unless with prior management consent and as required by the nature of the job.(C)
d. Attempting to bring firearms or explosives or deadly weapons into the premises or work area. (C)
e. Committing any act of sabotage on the CSMPC, its members, properties, and/or services.(C)
Section 5. Destroying Goodwill and Violating Orderliness
a. Insulting, threatening, or fighting with a member or co-employee within Coop premises or during working hours.(C)
b. All employees are required to be respectful, courteous, and civil to CSMPC members and guests. The management highly expects every employee to treat them as Very Important Persons (VIPs). Use, therefore, of disrespectful, offensive, or scurrilous or obscene language in addressing or speaking or quarreling with them is strictly prohibited. (C)
c. Failure to cooperate in harmony with other employees or making false, vicious or malicious statements regarding other employees or use of profane or obscene language in addressing other employees. (A)
d. Smoking is strictly prohibited inside the CCSMP building. (B)
e. Excessive drinking of liquor (including beer) during working hours in the Coop premises is strictly prohibited except during Coop authorized functions. (C)
f. Reporting for work or performing work under the excessive influence of liquor. (C)
g. Encouraging, coercing, bribing or otherwise inducing any employee to engage in any practice in violation of these rules. (C)
h. Solicitation. (Employees should not, without permission of management, solicit, for any purpose, before, during or after working time in the Coop premises. (A)
i. Violation of health and safety rules and regulations or common safety practices, or jeopardizing, through negligence or carelessness, the safety of another person or placing the Coop or member’s property in jeopardy, damage or loss. (A)
j. Failure to immediately report a personal injury or property destruction or damage occurring within the premises. (A)
k. Poor housekeeping (dirty or disorderly workplace), or littering, or spitting in the CSMPC premises or improper use of comfort rooms or lavatories. (A)
l. Failure to be personally clean, properly attired and groomed. (A)
m. Refusal to serve members who ask for service , making false or malicious statements regarding members/visitors, using discourteous or obscene language in addressing members/visitors. (C)
n. Making malicious, derogatory or false statements regarding the good name of CSMPC and its services. (C)
o. Giving false testimony to any investigation or inquiry conducted in relation to incidents within CSMPC and affecting CSMPC interests. (C)
p. Performing work in the CSMPC premises other than the officially assigned duties. (All work performed at Coop time or in Coop premises must be for the benefit of the same, unless otherwise authorized). (A)
q. Wasteful use of power, resources or supplies. (Example, unnecessary lights and running water from taps that are not being used must be turned off. Supplies such as paper napkins, ball pens, clips, etc. must not be used wastefully and unnecessarily). (A)
r. Entering the storeroom or other restricted areas without authority. (A)
s. Failure to wear the proper uniform prescribed by management. (A)
t. Failure to issue receipts for every collection from members/customers. (C)
u. Failure to comply with any memorandum which is necessary to properly implement any mandatory provision of this Code. (B)
Section 6. Disturbing Peace and Order
a. Fighting in the CSMPC compound. This offense includes provoking or instigating, threatening, intimidating coercing another employee within the premises. (C)
b. Refusal to leave his place of work or the premises when required to do so by his supervisor or another Coop officer as disciplinary measure. (C)
c. Engaging in horseplay, running, scuffling or throwing things while working or while in the premises. (A)
d. Refusal to comply with or evasion of security requirements. (B)
e. Gambling or collecting bets for jueteng, lotto, lotteries, Jai-alai and the like within the premises. (A)
Section 7. Offenses Against CSMPC Management and Supervisory Personnel
a. Unauthorized disclosure of confidential information concerning CSMPC. (C)
b. Threatening, intimidating, assaulting, coercing or challenging any member of the Coop to a fight or insulting any member of management or any officer. (C)
c. Use of disrespectful, impolite or insulting, obscene language in addressing or speaking with members, manager or Coop officers. (B)
d. Insubordination, like:
• Refusing to cooperate with committee members, manager, or duly authorized officer. (B)
• Refusing to accept work, change of shift or work locations assigned by the management, or refusal to otherwise cooperate with management. (C)
• Refusing to acknowledge receipt of penalty slips or memorandum. (C)
e. Working overtime without permission of the superior officer. (The employee shall receive no pay for such unauthorized work). (A)
f. Undertaking sideline and part time jobs during office hours, unless reported and approved in writing by the management. (the employee concerned will be asked to give up either job or face the prospect of dismissal from CSMPC. (C)
g. Refusal or deliberate failure to disseminate Coop policies, work rules, procedures, standards, and the like by an employee charged to do so. (C)
h. Failure of a manager or employee who has knowledge of any violation of this Code to take steps to prevent or to report the same. (C)
Section 8. Violation of Coop Laws, Policies, Rules and Regulations
a. Violation of CDA and other government regulatory agency directives and administrative issuances. (C)
b. Violation of CSMPC Articles of cooperation and By-Laws, policies, Guidelines, rules and regulations issued by the Board of Directors and/or the General Assembly. (C)
Section 9. Inefficiency, Negligence and Violation of Work Standards
a. Gross negligence and/or gross inefficiency which results in injuries to persons or losses and damages. (B)
b. Negligence and/or inefficiency causing damage or loss to the Coop of P500 or less. (A);
P501 to P1,000 (B); more than P,1000 (C)
c. Failure to meet performance targets for three consecutive rating periods. (C)
d. Violations of rules on attendance shall be penalized as follows:
Unexcused Absences:
No. of times absent /month:
1 to 2 (A)
3 to 4 (B)
5 and above (C)
e. Violations of rules on punctuality within the calendar year shall be penalized as follows:
Tardiness of:
More than 30 : 1st offense Corrective interview and warning
mins/mo. or : 2nd offense Written reprimand
4-6 times/mo. : 3rd offense 1-2 working days suspension*
: 4th offense 3-4 working days suspension*
: 5th offense Dismissal
* All penalties of suspension shall be without pay
f. Loitering, loafing, lingering, and the like. (A)
g. Reading or eating while on duty. (Reading materials pertaining to an employee’s work or of materials provided by CSMPC are excluded from this rule. (A)
h. Sleeping while on tour of duty. (A)
j. Failure, without valid reason, to submit DTR for signature. (A)
k. Deliberately timing in/out on the time card/record book for another employee; or unauthorized altering of time card. (C)
l. Deliberately slowing down, hindering or limiting pf work output. (C)
m. Loitering within the CSMPC premises (wasting time or leaving place of work during working hours) without permission from the supervisor. (A)
n. Reporting for work with a serious or communicable disease which may endanger other employee’s health. (B)
o. Failure to report for overtime work after having been duly advised and scheduled to work without good reason; or working overtime or staying after office hours without authorization. (A)
p. Failure to follow instruction of superior in connection with his work. (B)
q. Malingering or feigning illness to avoid assigned work. (C)
r. Failure to comply with prescribed procedures relative to borrowing/withdrawal of CSMPC Cowned properties or other properties for which the Coop may be held liable for damage or losses. (C)
s. Reckless misuse of Coop equipment. (C)
t. Tampering with, taking down or removing from designated location fire extinguishers/equipments, or sounding false fire or other alarm. (C)
Chapter VIII
EFFECTIVITY AND SEPARABILITY CLAUSE
A Separability Clause
Any portion hereof shall be held invalid and such invalidity shall not affect the other provisions which shall remain in full force and effect.
B Effectivity
This Code is duly approved during the Joint Officers Meeting on November __, 2015 at CASAY, DALAGUETE, CEBU and takes effect fifteen days after its approval and publication to the three conspicuous places where the cooperative operates.
Formulated and recommended by:
(Sgd.) MERLINDA OGANG (Sgd.) ESMERALDA LUMAYAG (Sgd.) ELEUTERIA MANAL
Chairman Vice-Chairman Secretary
Approved by:
ARSULIN L. BEJAGAN (Sgd.) GEORGE P. LUMAYAG
Chairman, BOD Vice-Chairman, BOD
RICARDO BELAMIA (Sgd.) YOLANDA P. BELAMIA
Member, BOD Member, BOD
ROBERT ABRANTES LEONEDEZA BECERIL
Member, BOD Member, BOD
WILMA ROSALES
Member, BOD
This Code was ratified by the General/Representative Assembly on March __, 2015 at Casay NHS, Casay, Dalaguete, Cebu