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ROXAS PALAWAN MUNICIPAL GOVERNMENT EMPLOYEES MULTI-PURPOSE COOPERATIVE

Roxas Municipal Hall, Barangay 2, Roxas, Palawan
Reg. No. 9520-04001839/TIN No. 265-921-219-000

Excerpts from the minutes of the General Assembly Meeting held on

February 24, 2021 at RPMGEMPC Office, Roxas, Palawan at 2:00 PM.

General Assembly Resolution

No.01 Series of 2021

RESOLUTION AMENDING PROVISIONS OF THE EXISTING ARTICLES OF COOPERATION

AND BY-LAWS OF THE COOPERATIVE TO CONFORM WITH RA 9520 AS APPROVED BY 2/3
VOTES OF MEMBERS WITH VOTING RIGHTS AND AS ATTESTED BY THE MAJORITY OF
THE BOARD OF DIRECTORS

WHEREAS, the Articles of Cooperation and By-Laws of the Roxas Palawan Municipal Government
Employees Multi-Purpose Cooperative were registered on November 5, 2009 with Registration
number 9520-04001839 under Republic Act No. 9520.

WHEREAS, there are many provisions of the Articles of Cooperation and By-laws which need to be
amended to conform with the provisions of Republic Act No. 9520 otherwise known as the
Philippine Cooperative Code 2008.

WHEREAS, the proposed amendment by substitution (with specific provisions) was presented to
the general Assembly for approval to wit;

ARTICLES OF COOPERATION

1. ARTICLE I – NAME OF THE COOPERATIVE

2. ARTICLE II – PURPOSE/S

3. ARTICLE VI – AREA AND BUSINESS OPERATIONS

4. ARTICLE VIII – COMMON BOND OF MEMBERSHIP

BY-LAWS

1. KNOW ALL MEN BY THESE PRESENTS

2. ARTICLE II – MEMBERSHIP
SECTION 1 – ASSOCIATE MEMBER
SECTION 2 – QUALIFICATION FOR MEMBERSHIP
SECTION 3 – REQUIREMENTS FOR MEMBERSHIP
SECTION 4 – APPLICATION FOR MEMBERSHIP
SECTION 12 – TERMINATION OF MEMBERSHIP

3. ARTICLE III – ADMINISTRATION

SECTION 9 – QUOROM FOR THE GENERAL ASSEMBLY MEETING

3. ARTICLE IV – BOARD OF DIRECTORS
SECTION 7 – MEETING OF THE BOARD OF DIRECTORS

4. ARCTICLE VII – CAPITAL STRUCTURE

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SECTION 2 – CONTINUOUS CAPITAL BUILD-UP

5. ARTICLE IX – ALLOCATION AND DISTRIBUTION OF NET SURPLUS

A. RESERVE FUND
B. EDUCATION AND TRAINING FUND

ARTICLES OF COOPERATION

EXISTING/OLD: AMENDED/NEW PROVISIONS

Article I Article I
Name of the Cooperative Name of the Cooperative

That the name of this cooperative shall That the name of this cooperative shall
be Roxas Palawan Municipal Government be Roxas Palawan Municipal Employees and
Employees Multi-Purpose Cooperative. Community Multi-Purpose Cooperative
(RPMECMPC).

Article II Article II
Purpose Purpose

4.To undertake non-agricultural and /or 4.To undertake agricultural, fisheries and /or
industrial production purposes; industrial production purposes;

Article VI Article VI
Area and Business Operations Area and Business Operations

This cooperative shall recruit its This cooperative shall recruit its
members within the municipality of Roxas and members and operate its business within the
operate business in the Municipal Building of Province of Palawan. Its principal office shall
Roxas. Its principal office shall be located at be located at Poblacion, Roxas, Palawan.
Roxas Municipal Hall, Barangay 2, Roxas,
Palawan.

Article VI Article VIII

Common Bond of Membership Common Bond of Membership

That the common bond of membership That the common bond of membership of this
of this Cooperative is institutional and are Cooperative is Residential and the field of
employees of the Municipal Government of membership shall be open to bonafide
Roxas and shall be open to all natural persons residents of Roxas, Palawan who are regular
who are all Filipino citizen, of legal age, with employees and retirees of the Municipal
the capacity to contract and possess all the Government of Roxas, Employees of
qualifications and none of the disqualifications RPMECMPC, Government Elected Officials,
provided for in the By-laws. Temporary, co-terminous, contractual and
contract of service LGU employees,
Immediate Family of regular members
including its spouse, sons, daughters
parent/s and siblings , and Business
owners, who are all natural persons,
Filipino citizens, of legal age, with the
capacity to contract and possess all the
qualifications and none of the
disqualifications provided for in the By-laws
and this Articles of Cooperation.
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NOW, THEREFORE resolved as it is hereby resolved to amend the

aforementioned provision of the By-Laws and Articles of Cooperation.

Resolved further that the copies of this resolution of amendment

be furnished the Cooperative Development Authority.

NONITA E. DEPABLO
Secretary

Attested By:

EDGAR M. PADUL
Chairperson

x x x x x x x x x x

I hereby certify to the correctness of the above stated resolution

certifying further that the number of members present in the said
General Assembly is sufficient to muster a quorum and has complied
with the required number of 2/3 votes of all members entitled to vote
and present in the said assembly.

NONITA E. DEPABLO
Secretary

We, the undersigned, constituting majority of the Board of

Directors of Roxas Palawan Municipal Government Employees Multi-
Purpose Cooperative hereby adopt the foregoing amended provision of
the By-laws and Articles of Cooperation and we further certify that it has
satisfied all the requirements stated in our by-laws.

EDGAR M. PADUL CERELINA I. MEJIA

Chairperson Vice-Chairperson

DORIS P. PACALDO HENRY DAN M. ARZAGA

Member Member

MARILOU L. GONZALES TESSIE C. QUILANG

Member Member

RONELIO S. LARROSA
Member

WITNESS:
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EFREN V. DIAMANTE LUZBELINDA F. RODRIGUEZ

Compliance Officer General Manager

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

PUERTO PRINCESA CITY ) S. S.
PROVINCE OF PALAWAN )

BEFORE ME THIS ______ day of _______________ 2021 in Puerto

Princesa City personally appeared the above personS with residence
certificate indicated below his name, known to me to be the same who
executed the foregoing instrument and The acknowledge to me that the
same are their free act and deed.

IN WITNESS HEREOF, I have hereunto set my hand and affixed

my notarial seal, the year and place above written.

Notary Public

Doc. No. ________

Page No. ________
Book No.________
Series of 2021
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BY LAWS

Existing/Old Provisions Amended/New Provisions

KNOW ALL MEN BY THESE PRESENTS:

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned Filipino citizen, of

We, the undersigned Filipino citizen,
of legal age and residents of the Philippines,
representing at least majority of the members
of Roxas Palawan Municipal Government
Employees Multi-Purpose Cooperative, do
hereby adopt the following code of by-laws.
legal age and residents of the Philippines,
representing at least majority of the members
of Roxas Palawan Municipal Employees
and Community Multi-Purpose
Cooperative (RPMECMPC), do hereby adopt
the following code of by-laws.

Article II
Article II Membership
Membership

Section 1. Membership- This cooperative

Section 1. Membership- This cooperative shall have regular and associate members.
shall have regular and associate members.
A regular member is one who has
An associate member is one who has no right complied with all the membership
to vote nor be voted upon and shall be requirements and entitled to all rights and
entitled only to such rights and privileges as privileges of membership who are regular
the by-laws may provide. He/she must be: employees and retirees of the municipal
Government of Roxas, Palawan.
* Spouse of the regular member

* Son/daughter of the regular member An associate member is one who has

* Parent/s of the regular member
* Siblings of the regular member
* Elected officials
complied with all the membership
requirements but has no right to vote nor
be voted upon and shall be entitled only
to such rights and privileges as the by-
laws may provide. He/she must be:

*Temporary, coterminous, contractual and * Immediate Family of regular members

contract of service LGU employees.
*LGU retired employees /members
who did not withdraw their share capital.
including its spouse, sons, daughters
parent/s and siblings , and Business
owners,
* Government Elected officials

* Employees of RPMECMPC

*Temporary, co-terminous, contractual

and contract of service LGU employees.

* Business owners.

Section 2. Qualification for Membership –
The membership of this cooperative is open
to all natural persons, Filipino citizen, of
legal age, with capacity to contract and ,
within the common bond and field of
membership described as follows:
Section 4. Application for Membership.
The application form for membership
shall include an undertaking to uphold the
By-laws, policies, guidelines, rules and
regulations promulgated by the Board of
Directors and general assembly. NO
application for membership shall be given
due course if not accompanied with a
membership fee of Three Hundred Eighty
Nine Pesos (Php 389.00), which shall be
refunded to the applicant in case of rejection.
Section 12. Termination of Membership –
b – Voluntary Termination – A member may,
for any reason, withdraw his/her
membership from the cooperative by giving
sixty days (60) notice to the Board of
Directors. However, no member shall be
allowed to withdraw or terminate his/her
membership during any period in which
he/she has any pending obligation in the
cooperative.
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Section 2. Qualification for Membership -
The membership of this cooperative is
open to anyone who possessed the
following qualifications:
a.) Must be a natural persons
b.) Filipino citizen
c.) Legal age with the capacity to enter
into contract and within the common
bond and field of membership described
in Article VIII of the Articles of
Cooperation.
d.) Must have not previously withdrawn
his/her membership/ share capital from
the Roxas Palawan Municipal Government
Employees Multi-Purpose Cooperative /
Roxas Palawan Municipal Employees and
Community Multi-Purpose Cooperative.
Section4. Application for Membership.
The application form for membership
shall include an undertaking to uphold the
By-laws, policies, guidelines, rules and
regulations promulgated by the Board of
Directors and the general assembly. No
application for membership shall be given
due course if not accompanied with a
membership fee of Five hundred pesos (Php
500.00) which shall be refunded to the
applicant in case of rejection.
Section 12. Termination of Membership –
b – Voluntary Termination – A member may,
for any reason, withdraw his/her
membership from the cooperative by giving
sixty days (60) notice in writing to the Board
of Directors. However, no member shall be
allowed to withdraw or terminate his/her
membership during any period in which
he/she has any pending obligation in the
cooperative.

Article III
Administration
Section 6. Notice of Meeting
A. Regular General Assembly Meeting
XXXXXXXXXXXXXXXXXXXXXX
B. Special General Assembly Meeting
XXXXXXXXXXXXXXXXXXXXXX
Section 9. Quorom for General Assembly
meeting. During regular or special general
assembly, at least Thirty Percent (30%) of
the total number of active members entitled
to vote shall constitute a quorum.
Article IV
Board of Directors
Section 4. Disqualifications. Any
member who is under any of the following
circumstances shall be disqualified to be
elected as a member of the Board of Directors
or any committee, or to continue as such:
a. Holding any elective position in the
government, except that of a party
list representative being an officer of a
cooperative he/she represents;
b. Having been engaged in a business
similar to that of the cooperative or
who in any way has a conflict of
interest with the cooperative;
c. Having been absent in three (3)
consecutive meetings or in more than
fifty percent (50%) of all meetings
within the twelve (12) month period
unless with valid excuse as approved
by the board of directors;
d. Having been convicted of any crime
involving moral turpitude, gross
negligence, or gross misconduct in the
performance of their duties or found
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Article III
Administration
Section 6. Notice of Meeting
A.Regular General Assembly Meeting
XXXXXXXXXXXXXXXXXXXXXX
B.Special General Assembly Meeting
XXXXXXXXXXXXXXXXXXXXXX
C. Waiver of Notice. Notice of any meeting
may be waived, expressly or impliedly, by the
member concerned.
Section 9. Quorom for General Assembly
meeting. During regular or special general
assembly, at least Twenty Five Percent
(25%) of the total number of active members
entitled to vote shall constitute a quorum.
ARTICLE IV
Board of Directors
Section 4. Disqualifications. Any
member who is under any of the following
circumstances shall be disqualified to be
elected as a member of the Board of Directors
or any committee, or to continue as such:
a. Holding any elective position in the
government, except that of a party
list representative being an officer of a
cooperative he/she represents;
b. The members of the board of
directors shall not hold any other
position directly involved in the
day-to-day operation and
management of the cooperative;
c. Having direct or indirect personal
interest with the business of the
Cooperative;
d. Having been absent in three (3)
consecutive meetings or in more than
fifty percent (50%) of all meetings
within the twelve (12) month period
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culpable in any administrative case unless with valid excuse as approved

involving such offenses; by the board of directors;

e. Being an official or employee of the e. Being an official or employee of the

Cooperative Development Authority, Cooperative Development
Authority, except in a cooperative
organized among themselves;

f. Having been disqualified by law. f. Having been convicted in

administrative proceedings or
civil/criminal suits involving
financial and/or property
accountability; and

g. Having been disqualified by law.

Section 7. Meeting of the Directors. The
regular meeting of the Board of Directors
shall be held at least once a month. However
the chairperson or, majority of the directors
may at any time call a special Board meeting
to consider urgent matters. The call shall be
addressed and delivered to the secretary
stating the date, time and place of such
meeting and the matters to be considered.
Noticed of regular or special meetings of the
Board of Directors, unless dispensed with,
shall be served by the Secretary in writing to
each director at least five (5) days before
such meeting.
Section 7. Meeting of the Directors. The
regular meeting of the Board of Directors
shall be held at least once a month. However
the chairperson or, majority of the directors
may at any time call a special order or
emergency Board meeting to consider
urgent matters. The call shall be addressed
and delivered to the secretary stating the
date, time and place of such meeting and the
matters to be considered. Noticed of regular
or special meetings of the Board of Directors,
unless dispensed with, shall be served by the
Secretary in writing to each director at least
five (5) days before such meeting.

Article VII Article VII

Capital Structure Capital Structure

Section 2. Continuous Capital Build – Up. Section 2. Continuous Capital Build – Up.
Every Member shall have invested in any or Every Member shall have invested in any or
all of the following: all of the following:

a. At least fifty pesos (Php 50.00) per a. At least One Hundred Fifty pesos
month; (Php 150.00) per month;

c. At least two percent (1%) of each loan c. At least a percentage of each loan
granted him/her. granted him/her.

a. 2% for capital share balance

below 50,000.00.

b. 1% for capital share balance

above 50,000.00.
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Article IX Article IX
Allocation and Distribution of Net Surplus Allocation and Distribution of Net Surplus

Section 1. Allocation. Section 1. Allocation.

A. Reserved Fund. Shall be set at least A. Reserved Fund. Shall be Eighteen

Ten percent (10%) of the Net Surplus Percent (18%) of the Net Surplus
annually shall be allocated for the annually shall be allocated for the
reserve fund. reserved fund.

B. Education and Training Fund. Shall
not be more than Ten percent (10%)
of the net surplus and shall be set
aside for Education and Training
Fund.
B. Education and Training Fund. Shall be
Two percent (2%) of the net surplus
and shall be set aside for Education
and Training Fund.

I HEREBY CERTIFY to the correctness of the foregoing resolution

that all proposed amendments were duly approved by 2/3 votes of the
members with voting rights present during the General Assembly
meeting called for the purpose.

NONITA E. DEPABLO
Secretary
Attested By:

EDGAR M. PADUL
Chairperson

x x x x x x x x x x

I hereby certify to the correctness of the above stated resolution

certifying further that the number of members present in the said
General Assembly is sufficient to muster a quorum and has complied
with the required number of 2/3 votes of all members entitled to vote
and present in the said assembly.

NONITA E. DEPABLO
Secretary

We, the undersigned, constituting majority of the Board of

Directors of Roxas Palawan Municipal Government Employees Multi-
Purpose Cooperative hereby adopt the foregoing amended provision of
the By-laws and Article of Cooperation and we further certify that it has
satisfied all the requirements stated in our by-laws.

EDGAR M. PADUL CERELINA I. MEJIA

Chairperson Vice-Chairperson
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DORIS P. PACALDO HENRY DAN M. ARZAGA

Member Member

MARILOU L. GONZALES TESSIE C. QUILANG

Member Member

RONELIO S. LARROSA
Member

WITNESS:

EFREN V. DIAMANTE LUZBELINDA RODRIGUEZ

Compliance Officer General Manager

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

PUERTO PRINCESA CITY ) S. S.
PROVINCE OF PALAWAN )

BEFORE ME THIS ______ day of _______________ 2021 in Puerto

Princesa City personally appeared the above person with residence
certificate indicated below his name, known to me be the same who
executed the foregoing instrument and he acknowledge to me that the
same are his free act and deed.

IN WITNESS HEREOF, I have hereunto set my hand and affixed

my notarial seal, the year and place above written.

Notary Public

Doc. No. ________

Page No. ________
Book No.________
Series of 2021