ADMINISTRATION

BOARD OF DIRECTORS (BOD)

OFFICIALS

II. BOARD OF DIRECTORS

The Board of Directors shall be composed of seven (7) members.

                 A.  Functions and Responsibilities

a. Provide general policy direction;

b. Formulate the strategic development plan,

c. Determine and prescribe the organizational and operational structure;

d. Review the Annual Plan and Budget and recommend for the approval of the GA;

e. Establish policies and procedures for the effective operation and ensure proper implementation of such;

f. Evaluate the capability and qualification, and recommend to the GA the engagement of the services of the External Auditor;

g. Appoint the members of the Mediation/ Conciliation and Ethics

Committees and other Officers as specified in the Code and cooperative By-laws;

h. Declare the members entitled to vote;

i. Decide election related cases involving the Election Committee and its members;

j. Act on the recommendation of the Ethics Committee on cases involving violation of Code of Governance and Ethical Standards; and

k. Perform such other functions as may be prescribed in the By-laws or authorized by the GA.

                 B. Qualifications

Any member who are entitled to vote and has the following qualifications can be elected or continue as member of the Board of Directors:

a. Has paid the minimum capital requirement;

b. Has no delinquent account with the cooperative;

c. Have continuously patronized the cooperative services;

d. A member in good standing for the last two (2) years; Completed or willingness to complete within the prescribed period the required education and training whichever is applicable; and

f, Other qualifications prescribed in the Implementing Rules of Regulations (IRR) of R.A. 9520.

C.    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 for 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;

     e. Being an official or employee of the Cooperative Development Authority, except in a cooperative organized among themselves;

f. Having been convicted in administrative proceedings — or civil/eriminal suits —involving financial and/or — property accountability; and

g. Having been disqualified by law.

D.   Election of Directors

The members of the Board of Directors shall be elected by secret ballot by members entitled to vote during the annual regular general assembly meeting or special general assembly meeting called for the purpose. Unless earlier removed for cause, or have resigned or become incapacitated, they shall hold office for a term of two (2) years or until their successors Shall have been elected and qualified; Provided, that majority of the elected directors obtaining the highest number of votes during the first election after registration shall serve for two (2) years, and the remaining directors for one (1) year. Thereafter, all directors shall serve for a term of two (2) years. The term of the cooperating directors shall expire upon the election of their successors in the first regular general assembly after registration.

E.   Election of Officer Within the Board

The Board of Directors shall convene within ten (10) days after the general assembly meeting to elect by secret ballot from among themselves the Chairperson and the Vice-Chairperson, and to elect or appoint the Secretary and Treasurer from outside of the Board. For committees elected by the General Assembly and/or appointed by the BOD, procedural process of electing the Chairperson, Vice-Chairperson or other positions among themselves should be in accordance with the process mentioned above.

F.   Meeting of the Board of Directors

The regular mecting 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 through the Secretary stating the date, time and place of such meeting and the matters to be considered. Notice of regular and special meetings of the Board of Directors, unless dispensed with, shall be served by the Secretary in writing or through electronic means to each director at least two (2) days before such meeting.

G. Vacancies

Any vacancy occurring in the Board of Directors 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. The elected director shall serve only forthe unexpired term of his/her predecessor in office. In the event that the gencral assembly failed to muster a quorum to fill the positions vacated by directors whose term have expired and said directors refuse to continue their functions on a hold-over capacity, the remaining members of the Board together with the members of the Audit Committee shall designate, from the qualified regular members of the general assembly, their replacements who shall serve temporarily as such until their successors shall have been elected and qualified in a regular or special general assembly meeting called for the purpose. If a vacancy occurs in any elective committee it shall be filled by the remaining members of the said committee, if still constituting a quorum, otherwise, the Board, in its discretion, may appoint or hold a special election to fill such vacancy.

H. Removal of Members of the Board of Directors and Committee

All complaints for the removal of any elected officer shall be filed with the Board of Directors and such officer shall be given the opportunity to be heard. Majority of the Board of Directors may place the officer concerned under preventive suspension pending the resolution of the investigation. Upon finding of a prima facie evidence of guilt, the Board of Directors shall present its recommendation for removal to the general assembly. For this purpose, the Board of Directors shall provide policy on suspension. An elective officer may be removed by three-fourths (%4) 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 the opportunity to be heard at said assembly. In cases where the officers sought to be removed consist of the majority of the BOD at least 10% of the members with voting rights may file a petition with the CDA upon failure of the BOD to call an assembly meeting to commence the proceeding for their removal. The decision of the GA on the matter is final and executory. An officer appointed by the Board of Directors may be removed from office for cause by a majority vote of all the members of the Board of Directors.

I.   Prohibitions

Any member of the Board of Directors shall not hold any other position directly involved in the day-to-day operation and management of the cooperative nor engage in any business similar to that of the cooperative or who in any way has a conflict of interest with it.