Module 2

In module 2, the subtopic is all about Books and Records, Merger and
Consolidation, Appraisal Right, Non-stock Corporation, Close Corporation,
Educational Corporation, Religious Corporation, One Person Corporation,
Foreign Corporation, Dissolution, Investigation, Offenses, Penalties (Sec. 73-
188 RA 11232). In this topic I've learned that a Non- stop Corporation is one
where no part of its income is distributable as dividends to its members,
trustiest or officers if its receives income it cannot distribute that as
dividends it provided if the Non-stop Corporation receives any profit
incidental to its operations that profit will be used for the furtherance of the
purpose or purposes for which the corporation must organized and also the
subject to the provisions of the revise corporations code, so if the
corporation earns money that money or profit should only be used for the
furtherance of its purposes now to being Non-stop Corporation it should not
have capital stock divided into shares and no parts of its income during its
existence should be distributed as dividends to its members, trusties or
officers that's what makes it a Non-stock Corporations so even if let's say
there is a statement of capital, a statement of capital stock it should not be
divided into shares and that is just a statement, the test is as long as there
is no distribution of retain earning to its member then the corporation is
Non-Stock because the Law says that any profit that the corporation and
Non-stock Corporation may obtain as an incident to its operations shall be
used in furtherance of the purpose or purposes for which it was organize. In
Non-Stock Corporation may not lawfully engage in any business activity for
profit as it would run counter to its very nature as a nonprofit entity;
however it may invest its accumulated fund's for-profit purposes but do so
much power must be included in the articles of incorporation in otherwise it
will be a contravenes act now the Law gives us the purposes of a Non-Stop
Corporation and they may be formed or organize for charitable, religious,
educational, professional, cultural, fraternal, literary, scientific, social, civic
service, or similar purposes like trade industry, agricultural, and like
chambers or any combination thereof subject to the special provision
governing particular classes of Non-Stop Corporations. Now Stock
Corporation a corporation which is originally a Stock Corporation may be
converted to a Non-Stock Corporation but a Non-Stock Corporation cannot
be converted to a Stock Corporation, to convert this Stock Corporation to a
Non-Stock Corporation just a meant an articles of incorporation and the
effect is that the stock holders will now become members of the converted
Non-Stock Corporations they will no longer have any peculiarly interest in
the corporation nor are they entitled to share in the profit that may be
obtained from the operation of the Non-Stock Corporation but a Non-Stock
Corporation cannot be converted to a Stock Corporation because that would
changes the corporate nature from nonprofit to monetary gain instead the
corporation should just be dissolved and the people should just form a new
Stock Corporation if the Non-Stock Corporation is not dissolved and there is
an attempt to convert it to a Stock Corporation it will be tantamount to a
distributions of its assets or income to its members because after the
conversion the assets of the Non-Stock Corporation will now be threatened
as payment to the subscriptions of the members who will now become
upholders of the Corporation take note that the rules that will apply in Non-
Stock Corporations are the specific provisions there on in the revise
corporation code but in case there is no specific rule then the provisions
governing stock corporations when pertinent maybe apply to the non-stock
corporations so priority you apply the provisions on non-stock corporations
and solitarily provisions on the stock corporation so now let’s take up the
special rules that apply only to Non-stock Corporation just remember that no
part of the income of Non-Stock Corporation is distributable as dividends to
its members and that a Non-Stock Corporation cannot engage in business
with the objects of making profits now in Non-Stock Corporation instead of
stock holders we have members the right to vote of members maybe
limited, prudent or even denied in the articles of incorporation or buy lost
and unless otherwise provided in the articles or buy lost then each members
shall be entitled only to one vote in the election of trustiest unless give will
not devoting is authorize in the articles or buy lost now voting maybe done
by proxy and the buy lost maybe authorize voting trough remote
communication and or in abcensiya. Membership and all rights arising
therefrom are personal meaning they are non-transferable you cannot
transfer your membership unless it is otherwise provided in the articles or
buy lost and membership shall be terminated only in the manner and for the
causes or reasons or grounds provided for in the articles or buy lost, the
effect of termination so termination of membership extinguishes all the right
of a member in the corporation or in its property unless of course otherwise
provided in the articles or buy lost, now the corporation acts true its board in
this case boards of trustees, first the trustees they must be members of the
corporation, the number of trustees should be fixed in the articles or in the
buy lost and the number may or may not be more than fifteen, now trustees
shall hold office for not more than 3 years until their successors are elected
and qualified take note that the staggering of terms under the old Law is no
longer required, if a trustee is elected to feel a vacancy.
 ARTICLES OF COOPERATION
Of

Broken Vessels Agriculture Cooperative

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned Filipino citizens, of legal age and residents

of the Philippines, with a firm collective intent, have come together to
organize voluntarily an Agriculture Cooperative to advance what we
believe is our inherent right, under the laws of the Republic of the
Philippines.

AND WE HEREBY CERTIFY:

Article I

Name of the Cooperative

That the name of this Cooperative shall be Broken Vessels Cooperative.

Article II
Purpose
That the purposes for which this Cooperative is organized are to engaged in:

1. Raising or culturing animals;

2. Facilitating the procurement of inputs for the members;

3. Processing and marketing of the members products;

4. Storing and transporting of members products;

5. Providing credit facility for agricultural production;

 6. Promoting and advancing the economic and social status of the
members;

7. Coordinating and facilitating the activities of cooperatives;

8. Advocating for the cause of the Cooperative movements;

9. Ensuring the viability of Cooperatives through the utilization of new

technologies;

10. Encouraging and promoting self-help or self-employment as an

engine for economic growth and poverty alleviation; and

11. Any other activities that lead to the reduction of cost and/or
addition in value of outputs

Article III
Goals
That the goals of this Cooperative are to help improve the quality of life of
its members and thereby contribute to inclusive growth, enterprise
development and employment. In furtherance thereto, it shall aim:

1. To attain increased income, savings, investments, productivity, and

purchasing power, and promote among themselves equitable
distribution of net surplus through maximum utilization of economies
of scale, cost- sharing and risk-sharing;

2. To provide optimum social and economic benefits to its members;

3. To teach members efficient ways of doing things in a Cooperative

manner;
4. To propagate Cooperative practices and innovative ideas in business
undertakings and management;
5. To empower through provision of access, ownership, control and
opportunities to the poor, vulnerable, lower income and less
privileged groups to increase their ownership in the wealth of the
nation;

6. To actively support the government, other Cooperatives and people-

oriented organizations, both local and foreign, in promoting
Cooperatives as a practical means towards sustainable socio-
economic development under a truly just and democratic society;

7. To develop a dynamic savings mobilization and capital build-up

schemes to sustain its developmental activities and long-term
investments, thereby ensuring optimum economic benefits to the
members, their families and the communities;

8. To adopt membership expansion mechanism/scheme, thereby

ensuring growth of the Cooperative movement;

9. To implement policy guidelines that will ensure transparency,

accountability and equitable access to its resources and services, and
promote the interests of the members;

10. To adopt such other plans as may help foster the welfare of the
members, their families and the community;

11. To advance the competitiveness and innovativeness of the

industry;

12. To coordinate with other Cooperatives on learning exchanges, coop

trade, and information exchanges in fostering sustainable
 development;

13. To advocate legal framework and enabling policies appropriate for

the development of water service Cooperatives; and

14. To be the voice and the institution of the poor and the excluded in
resisting the growth-centered development aggression and instead
promote people-centered development.

Article IV

Powers and Capacities

That the powers, rights and capacities of this Cooperative are those
prescribed under Article 9 of Republic Act 9520.

1. To the exclusive use of its registered name;

2. To sue and be sued;

3. Of succession

4. To amend its Articles of Cooperation in accordance with the

provisions of RA9520;

5. To adopt by-laws not contrary to law, morals or public policy, and to

amend and repeal the same in accordance with RA9520;

6. To purchase, receive, take or grant, hold, convey, sell, lease, pledge,

mortgage, and otherwise deal with such real and personal property
as the transaction of the lawful affairs of the Cooperative may
reasonably and necessarily require, subject to the limitations
prescribed by law and the Constitution;

7. To enter into division, merger, or consolidation, as provided under RA

 9520;

8. To form subsidiary Cooperatives and join federations or unions, as

provided in this Code;

9. To avail of loans, be entitled to credit and to accept and receive

grants, donations and assistance from foreign and domestic sources
subject to the conditions of said loans, credits, grants, donations or
assistance that will not undermine the autonomy of the cooperative.
The Authority, upon written request, shall provide necessary
assistance in the documentary requirements for the loans, credit,
grants, donations and other financial support;

10. To avail preferential rights granted to Cooperatives under RA 7160,

otherwise known as the Local Government Code, and other laws,
particularly those in the grant of franchises to establish, construct,
operate and maintain ferries, wharves, markets or slaughters houses
and to lease public utilities, including access to extension and on-site
research services and facilities related to agriculture and fishery
activities;

11. To exercise such other powers granted under RA 9520 or necessary

to carry out its purposes as stated in this Articles of Cooperation.

Article V

Term of Existence

That the term for which this Cooperative shall exist is Fifty (50) years
from the date of its registration with the Cooperative Development
Authority.
 Article VI

Area of Operation

That this Cooperative shall operate within Danao City, Cebu and its
principal office shall be located at Sabang, Danao City,Cebu.

Article VII

Name, Citizenship and Address of the Cooperators

That the name, citizenship and complete address of the cooperators are as
follows:

Name Citizenship Postal Adress

1. Rigonan, Randy Filipino Pandayan, Danao City, Cebu

2. Capin, Kristel Filipino Simangan,Danao City, Cebu

3. Meca, Roel Filipino Puro, Danao City, Cebu

4. Gonzalez, Biangca Filipino Licos, Danao City, Cebu

5. Tariao, Jhon Rey Filipino Guisok, Danao City, Cebu

6. Roble, Lina Filipino Ilaya, Danao City, Cebu

7. Entero, Sabeth Filipino Masaba, Danao City, Cebu

8. Batucan, Nomeriano Filipino Poblacion, Danao City, Cebu

9. Chan, Nina Tan Filipino Olivar, Danao City, Cebu

10. Salvador, Selvia Filipino Cambubho, Danao City, Cebu

11. Almaden, Paul Filipino Duterte, Danao City, Cebu

12. Laurito, Lorenz Filipino Laban, Danao City, Cebu

13. Lao, Janine Filipino Looc, Danao City, Cebu

14. Aguilar, Jane Filipino Bayabas, Danao City, Cebu

15. Enriquez, Kent Filipino Danasan, Danao City, Cebu

Article VIII

Common Bond and Field of Membership

That the common bond of membership of this Cooperative is

occupational and the field of membership shall be open to all who are
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.

Article IX

Board of Directors

That the number of directors of this Cooperative shall be FIVE (5) and
the names, citizenship, and residence of the founding directors who are
to serve until their successors shall have been elected and qualified as
provided in the by-Laws are:

NAMES CITIZENSHIP RESIDENCE

1. Roble, Lina Filipino Ilaya, Danao City, Cebu

2. Entero, Sabeth Filipino Masaba, Danao City, Cebu

3. Batucan, Nomeriano Filipino Poblacion, Danao City, Cebu

4. Chan, Nina Tan Filipino Olivar, Danao City, Cebu

5. Salvador, Selvia Filipino Cambubho, Danao City, Cebu

 Article X

Capitalization

That the Authorized Share Capital of this Cooperative is Three Million

Three Hundred Twenty-five Thousand Pesos (P3, 325,000.00),
divided into Three Thousand Three Hundred Twenty-five Pesos
(P3,325.00) common shares with a par value of One Thousand
Pesos (P1,000.00) per share.

Article XI

Subscribed and Paid-Up Share Capital

That of the authorized share capital, the amount of Six Hundred

Seventy-five Thousand Pesos (P675,000.00) has been subscribed,
and Six Hundred Thousand Pesos (P600,000.00)of the total
subscription has been paid by the following members-subscribers:

Number Number Amount

Amount of
of of Paid of Paid-
Names Subscribe
Subscribe up up
d Shares
of Shares Shares Shares

1. Rigonan, Randy 15 P45,000 10 40,000

2. Capin, Kristel 15 P45,000 10 P40,000

3. Meca, Roel 15 P45,000 10 P40,000

4. Gonzalez, Biangca 15 P45,000 10 P40,000

5. Tariao, Jhon Rey 15 P45,000 10 P40,000

6. Roble, Lina 15 P45,000 10 P40,000

7. Entero, Sabeth 15 P45,000 10 P40,000

8. Batucan, Nomer 15 P45,000 10 P40,000

9. Chan, Nina Tan 15 P45,000 10 P40,000

10. Salvador, Selvia 15 P45,000 10 P40,000

11. Almaden, Paul 15 P45,000 10 P40,000

12. Laurito, Lorenz 15 P45,000 10 P40,000

13. Lao, Janine 15 P45,000 10 P40,000

14. Aguilar, Jane 15 P45,000 10 P40,000

15. Enriquez, Kent 15 P45,000 10 P40,000

Article XII

Arbitral Clause

Any dispute, controversy or claim arising out of or relating to this

Articles of Cooperation, By-laws, the Cooperative laws and related rules,
Administrative guidelines of the Cooperative Development Authority,
including inter-cooperative, inter-federation disputes and related
concerns shall be exclusively referred to and finally resolved by
voluntary arbitration under the institutional rules promulgated by the
Cooperative Development Authority, after compliance with the
conciliation or mediation mechanisms embodied in the Bylaws and in
such other pertinent laws and issuances.

BE IT KNOWN THAT:

Kristel Capin has been elected as Treasurer of this Cooperative to act

as such until after the successor is duly appointed and qualified in
accordance with the bylaws. As such Treasurer, authority has been
given to receive payments and issue receipts for membership fees,
share capital subscriptions and other revenues, and to pay obligations
for and in the name of this Cooperative.

IN WITNESS WHEREOF, we have hereunto signed our names on this

day of ___________ in____________________, Philippines.

Name of Cooperators Signature

1. Rigonan, Randy

2. Capin, Kristel

3. Meca, Roel

4. Gonzalez, Biangca

5. Tariao, Jhon Rey

6. Roble, Lina

7. Entero, Sabeth

8. Batucan, Nomeriano

9. Chan, Nina Tan

10. Salvador, Selvia

11. Almaden, Paul

12. Laurito, Lorenz

13. Lao, Janine

14. Aguilar, Jane

15. Enriquez, Kent

SIGNED IN THE PRESENCE OF:

EFREN GUNTRANO Z. GICA ERWIN S. GICA
Signature over Printed Name Signature over Printed Name

ACKNOWLEDGEMENT

Republic of the Philippines)

Prov./City/Mun. of ________________) S.S.

Before me, a Notary Public for and in the Province/City/Municipality of

_____________________ on this _____ day of _______________,
20__ the following persons personally appeared with their competent
evidence of identification as indicated opposite their respective names:

NAME TIN/I.D/PASSPORT DATE AND PLACE

NO. ISSUED
Cebu City
1. Rigonan, Randy 192-755-809-000 01/12/2020
Cebu City
2. Capin, Kristel 284-226-689-000 01/19/2020
Cebu City
3. Meca, Roel 252-574-732-000 02/15/2020
Cebu City
4. Gonzalez, Biangca 047-284-991-000 02/25/2020
Cebu City
5. Tariao, Jhon Rey 771-319-881-000 03/27/2020
Cebu City
6. Roble, Lina 123-727-789-000 05/06/2020
Cebu City
7. Entero, Sabeth 225-783-779-000 05/29/2020
Cebu City
8. Batucan, Nomeriano 021-451-678-000 06/09/2020
Cebu City
9. Chan, Nina Tan 144-766-365-000 07/30/2020
Cebu City
10. Salvador, Selvia 011-639-886-000 07/08/2020
Cebu City
11. Almaden, Paul 244-798-112-00 08/25/2020
Cebu City
12. Laurito, Lorenz 251-963-585-000 09/014/2020
 Cebu City
13. Lao, Janine 111-714-679-000 10/22/2020
Cebu City
14. Ganbia, Jane 601-840-296-000 11/27/2020
Cebu City
15. Enriquez, Kent 170-428-775-000 10/02/2020

All known to me to be the same persons who executed the

foregoing Articles of Cooperation, and acknowledged to me that the
same is their free will and voluntary deed.

This instrument known as Articles of Cooperation consists of pages

including this page where the acknowledgment is written signed by the
parties and their instrumental witnesses on each and every page
thereof.

WITNESS my hand and seal this __day of ________, 20___ at

_________________, Philippines.

Notary Public

Doc. No. : _____________

Page No. : _____________

Book No. : _____________

Series of ________________