BY-LAWS

Of
Sidlak Alegriahanon Multi-Purpose Cooperative (SAMPC)

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned Filipino citizens, of legal age, and residents of the Philippines, representing at least
majority of the members of this Multi-purpose Cooperative, do hereby adopt this By-laws.

Article I
Purposes and Goals

The purposes and goals of this Cooperative are those set forth in its Articles of Cooperation.

Article II
Membership

Section 1. Kinds of Membership. This Cooperative shall have Regular Members only.

Regular Members are those who have complied with all the membership requirements and are entitled to
all rights and privileges of membership.

Section 2. Qualifications for Membership - The membership of this Cooperative is open to all natural
persons, Filipino citizens, of legal age, with capacity to contract and, within the common bond and field
of membership described as follows:

1. Regular Members
a. Residents and/or Workers within the Area of Operation

Section 3. Requirements for Membership.

A member must have complied with the following requirements:

a. Approved application for membership;

b. Certificate of completion of the prescribed Pre-Membership Education Seminars (PMES);
c. Subscribed and paid the required minimum share capital and membership fee.

Section 4. Application for Membership.An applicant for membership shall file a duly accomplished form
to the Board of Directors who shall act upon the application within Thirty (30) date from the date of
filing. The Board of Directors shall devise a form for the purpose which shall, aside from the personal
data of the applicant, include the duties of a member to participate in all programs including but not
limited to capital build-up and savings mobilization of the Cooperative and, such other information as
may be deemed necessary.

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 two
hundred pesos, which shall be refunded to the applicant in case of rejection.

Section 5. Appeal. An applicant whose application was denied by the Board of Directors may appeal to
the General Assembly and the latter’s decision shall be final. For this purpose, the General Assembly may
opt to create an appeal and Grievance Committee/ Membership Committee. The Appeal and Grievance
Committee/Membership Committee shall decide appeals on membership application within thirty (30)
days upon receipt thereof.

Section 6. Minimum Share Capital Requirement. An applicant for regular membership shall
subscribe at least forty (40) shares and pay the value of at least ten (10) shares upon approval of his/her
membership.

However, no member shall own or hold more than ten percent (10%) of the total subscribed share
capital of the Cooperative.

Section 7. Duties and Responsibilities of a Member. Every member shall have the following duties:

a) Pay the instalment of his/her share capital subscription as it falls due and to participate in the
capital build-up and savings mobilization activities of the Cooperative;
b) Patronize the Cooperative’s business(is) and services;
c) Participate in the membership education programs and other activities and affairs of the
Cooperative;
d) Attend and participate in the deliberation of all matters taken during General Assembly meetings;
e) Observe and obey all lawful orders, decisions, rules and regulations adopted by the Board of
Directors and the General Assembly.

Section 8. Rights and Privileges of Members. A member shall have the following rights and privileges:

Regular Members

a. Attend general membership meetings;

b. Avail himself of the services of the Cooperative, subject to certain conditions as may be
prescribed by the Board of Directors;
c. Inspect and examine the books of accounts, the audited financial statements, the minutes’ books,
the share register, and other records of the Cooperative during reasonable office hours;
d. Secure copies of Cooperative records/documents pertaining to the account information of the
concerned member;
e. Participate in the continuing education and other training programs of the Cooperative; and
f. Such other rights and privileges as may be granted by the General Assembly.

Section 9. Members Entitled to Vote. Any regular member who meets the following
conditions is a member entitled to vote:

a. Paid the membership fee and the value of the minimum shares required for membership;
b. Not delinquent in the payment of his/her share capital subscriptions and other accounts or
obligations;
 c. Has completed the continuing education program prescribed by the Board of Directors;
d. Has participated in the affairs of the Cooperative and patronized its businesses in accordance with
cooperative’s policies and guidelines.

Failure of the member to meet any of the above conditions shall mean suspension of voting until the same
have been lifted upon the determination of the Board of Directors.

Consequently, a member entitled to vote shall have the following additional rights:

a. Participate and vote on all matters deliberated upon during General Assembly Meetings;
b. Seek any elective or appointive position, subject to the provisions of this By-laws and the
Philippine Cooperative Code of 2008; and
c. Such other rights and privileges as may be provided by the General Assembly.

Section 10. Liability of Members. A member shall be liable for the debts of the Cooperative only to
the extent of his/her subscribed share capital.

Section 11. Termination of Membership. Termination of membership may be automatic, voluntary

or involuntary, which shall have the effect of extinguishing all rights of a member in the Cooperative,
subject to refund of share capital contributions under Section 13 hereof.
a. Automatic Termination of Membership. The death or insanity of a member shall be considered
an automatic termination of his/her membership in the Cooperative: Provided, however, that in
case of death or insanity of a member of a Cooperative, the next-of-kin shall assume the duties
and responsibilities of the original member.

Failure of the associate member to meet the minimum requirement of regular membership, to continue to
patronize the products and services of the Cooperative for two (2) years, and signify his/her intention to
become regular member shall automatically terminate his/her membership.

b. Voluntary Termination. A member may, for any valid reason, withdraw his/her
membership from the Cooperative by giving sixty (60) days’ notice to the Board of Directors.

c. Involuntary Termination. A member may be terminated by a vote of the majority of all the
members of the Board of Directors of any of the following causes:

i. Has not patronized the service(s)/business(es) of the Cooperative as provided for in

the policies of the cooperative;
ii. Has continuously failed to comply with his/her obligations as provided for in the
policies of the Cooperative;
iii. Has violated any provision of this By-laws and the policies of the Cooperative; and
iv. For any act or omission injurious or prejudicial to the interest or the welfare of the
Cooperative, as defined by the General Assembly.

Section 12. Manner of Involuntary Termination. The Board of Directors shall notify in writing
the member who is being considered for termination and shall give him/her the opportunity to be heard.
The written decision of the board of directors shall be communicated in person or by registered mail said
member and is appealable within thirty (30) days from receipt thereof to the General Assembly or Appeal
and Grievance Committee/Membership Committee, as the case may be, whose decision shall be final.

Section 13. Refund of Share Capital Contribution. A member whose membership is terminated
shall be entitled to a refund of his/her share capital contribution and all other interests in the Cooperative.
However, such refund shall not be made if upon payment the value of the assets of the Cooperative would
be less than the aggregate amount of its debts and liabilities exclusive of his/her share capital
contribution. In which case, the member shall continue to be entitled to the interest of his/her share capital
contributions, patronage refund and the use of the services of the Cooperative until such time that all
his/her interests in the Cooperative shall have been fully paid.

Article III
Administration

Section 1. The General Assembly (GA). The General Assembly is composed of all the members
entitled to vote, duly assembled and constituting a quorum and is the highest policy-making body of the
Cooperative.

Section 2. Powers of the General Assembly. Subject to the pertinent provisions of the
Cooperative Code and the rules issued thereunder, the General Assembly shall have the following
exclusive powers which cannot be delegated:

a) To determine and approved amendments to the Cooperative Articles of Cooperation and By-
Laws;
b) To elect or appoint the members of the Board of Directors, and to remove them for cause; and
c) To approve developmental plans of the Cooperative;

Section 3. Meetings. Meetings of the General Assembly may be regular or special. All
proceedings and business(es) undertaken at any meeting of the General Assembly, if within the powers or
authority of the Cooperative, there being a quorum, shall be valid.

Regular and associate members are required to attend the meetings for the purpose of exercising all the
rights and performing all the obligations pertaining to them, as provided by the Code, Articles of
Cooperation and By-Laws.

Section 4. Regular General Assembly Meeting. The General Assembly shall hold its annual
regular meeting within ninety (90) days after the close of its fiscal year at the principal office of the
Cooperative or at any place as may be determined by the Board.

Section 5. Special General Assembly Meeting. The Board of Directors may, by a majority vote
of all its members, call a Special General Assembly meeting at any time to consider urgent matters
requiring immediate membership decision. The Board of Directors must likewise call a Special General
Assembly meeting within one (1) month from receipt of a written request from:

a. At least ten percent (10%) of the total number of members entitled to vote;
b. The Audit Committee; or
 c. The Federation or Union to which the Cooperative is a member; or
d. Upon Order of the Cooperative Development Authority.

Section 6. Notice of Meeting. All notices of meetings shall be in writing and shall include the
date, time, place, and agenda thereof stated therein.

a. Regular General Assembly Meeting. Notice of the annual Regular General Assembly Meeting
shall be served by the Secretary, personally or his/her duly authorized representative, by
registered mail, or by electronic means to all members of record at his/her last known postal
address, or by posting or publication, or through other electronic means, at least one (1) week
before the said meeting. It shall be accompanied with an agenda, minutes of meeting of the last
General Assembly meeting, consolidated reports of the Board of Directors and Committees,
audited financial statements, and other papers which may assist the members to intelligently
participate in the proceedings.

b. Special General Assembly Meeting. Notice of any Special General Assembly Meeting shall be
served by the Secretary personally or his/her duly authorized representative, by registered mail, or
by electronic means upon each member who are entitled to vote at his/her last known postal
address, or by posting publication, or through other electronic means, at least one (1) week before
the said meeting. It shall state the purpose and, except for related issues, no other business shall
be considered during the meeting.

c. Waiver of Notice. Notice of any meeting may be waived, expressly or impliedly, by the
member concerned.

Section 7. Order of Business. As far as practicable, the order of business of a Regular General
Assembly meeting shall be:

a. Call to Order;
b. Proof of due notice;
c. Roll Call;
d. Reading, consideration and approval of the minutes of the previous meeting;
e. Presentation and approval of the reports of the Board of Directors, officers, and the committees,
including Cooperative Annual Progress Report and all other required reports;
f. Unfinished Business;
g. New business;
i. Election of directors and committee members;
ii. Approval of Development and/or Annual Plan and Budget;
iii. Hiring of External Auditor; and
iv. Other related business matters
v. Announcements; and
vi. Adjournment

Section 8. Quorum for General Assembly Meeting. During Regular or Special General
Assembly meeting, at least Fifty-one percent (51%) of the total number of members entitled to vote shall
constitute a quorum.
Section 9. Voting System. Only members entitled to vote shall be qualified to participate and vote
in any General Assembly meeting. A member is entitled to one vote only regardless of the number of
shares he/she owns.

Election or removal of Directors and Committee members shall be by secret ballot. Action on all
matters shall be in any manner that will truly and correctly reflect the will of the membership. No proxy
and/or cumulative voting shall be allowed.

Article IV

Board of Directors

Section 1. Composition of the Board of Directors (BOD). The Board of Directors shall be
composed of five (5) members.

Section 2. Functions and Responsibilities. The Board of Directors shall have the following
functions and responsibilities:

a. Provide over-all policy direction;

b. Formulate development plan;
c. Review the annual plan and budget and recommend for the approval of the
General/Representative Assembly;
d. Evaluate the capability and qualification and recommend for the approval of the
General/Representative Assembly the engagements of the services of an External Auditor;
e. Appoint and terminate, based on just cause, the General Manager or Chief Executive Officer
(CEO);
f. Review, monitor and evaluate the effectiveness of the programs, projects and activities;
g. Formulate and review the vision, mission and goals of the Cooperative;
h. Establish risk management system;
i. Establish performance evaluation system at all levels;
j. Review and approve the organizational and operational structures;
k. Establish policies and procedures for the effective operation and ensure proper implementation of
such;
l. Appoint the members of the Mediation and Conciliation Committee, Ethics Committee,
Education and Training Committee and other officers as specified in the Code and By-laws of the
Cooperative;
m. Decide election-related cases involving the Election Committee and its members;
n. Act on the recommendation of the Ethics Committee on cases involving violations on the Code of
Governance and Ethical Standards;
o. Ensure compliance by the Cooperative with the regulations of the Authority and other statutory
requirements of appropriate government agencies;
p. Report to the General/Representative Assembly the performance and achievements of the
Cooperative;
q. Present to the General/Representative Assembly policies which require confirmation as provided
under the law, the Cooperative By-laws, and regulations;
r. Present to the General/Representative Assembly the financial, social and performance reports;
and
 s. Perform such other functions as may be authorized by the General/Representative Assembly.

Section 3. Qualifications. Any member who is 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. Has continuously patronized the Cooperative services;
d. A member in good standing for the last two (2) years; and
e. Completed or willingness to complete within the prescribed period the required education and
training whichever is applicable.

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 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. Members holding 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 Three (3) consecutive meetings or in more than Twenty-five percent
(25%) 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 by final judgement in administrative proceedings or civil/criminal suits
involving financial and/or property accountability; and
g. Having been disqualified by law.

Section 5. Procedure for Disqualifications.

The procedure for disqualification shall be provided in the election guidelines or policy of the
Cooperative.

Section 6. Election of Directors. The members of the Board of Directors shall be elected