BY-LAWS

OF
KABISIG MULTI-PURPOSE
AND TRANSPORT SERVICE COOPERATIVE
KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned, citizens and residents of the Philippines, representing a majority of
the members of the Kabisig Multi-Purpose and Transport Service Cooperative hereby
adopt the following Code of By-Laws:
ARTICLE I
APPLICABILITY OF PROVISIONS
SECTION 1. Laws and Regulations
The provisions of Republic Act No. 6938, Republic Act 6939, and Executive Order No.
898, as amended, and all rules and regulations promulgated by the Office of Transportation
Cooperatives (OTC) and the Cooperative Development Authority (CDA) and other pertinent
statutes and regulations are hereby made part of this By-Laws.
ARTICLE II
PURPOSES/OBJECTIVES AND FUNCTIONS
SECTION 1. Purposes/Objectives and Powers
The purposes/objectives and functions of this Kabisig Multi-Purpose and Transport
Service Cooperative (hereinafter referred to as Cooperative) are those set forth in its Articles
of Cooperation.
ARTICLE III
MEMBERSHIP
SECTION 1. This Cooperative shall have regular and associate membership/s.
A Regular member is one who is entitled to all the rights and privileges of
membership.
An Associate member is one who has no right to vote and be voted upon and
shall be entitled only to such rights and privileges provided in this by-law.
SECTION 2. (SECTION 1.) Membership Qualifications/Restrictions
The Regular Membership (Membership) in this cooperative shall be limited to natural
persons, and it shall be voluntary and available without artificial restriction or any social,
political, racial, or religious discrimination to drivers, driver-owners, small operators and
allied workers of the transportation industry particularly residents of Cavite Province,
Muntinlupa City and Las Pias City (those operating along Springville City (Molino,
Bacoor) Alabang via Daang Hari Road and vice versa,).
However, it may also be composed of residents and or workers in the area of operation.
Small operators shall refer to persons owning not more than five units. (Operators owning
more than five (5) units may join the Cooperative as preferred shareholders.) Allied Workers
shall refer to mechanics, gasoline attendants and other workers of the transport industry as
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well as employees of existing transport cooperatives. Allied Workers shall constitute not
more than ten (10%) of the total membership.
Prospective members shall be Filipino citizens and at least eighteen (18) years of age.
The Associate Membership in this cooperative shall be limited to natural persons,
and it shall be voluntary and available without artificial restriction or any social,
political, racial, or religious discrimination to residents of the community particularly
those in the area of operation.
Operators owning more than five (5) units may join the Cooperative as preferred
shareholders.
Membership in more than one transport service cooperative shall not be allowed.
Persons who were previously expelled from membership in any cooperative for justifiable
cause(s) shall be disqualified from joining the cooperative.
SECTION 3. Application/Admission for Membership
The application for regular or associate membership shall be made in writing in the
prescribed form and shall not be submitted to the Board of Directors for action.
The application shall be accompanied by a membership fee of PhP200.00 (PhP500.00)
which amount shall be returned to the applicant in case of rejection.
An applicant may be admitted to membership if:
1. He is eligible as provided in existing rules and regulations of the CDA, the OTC, the
Articles of Cooperation, and these By-Laws;
2. He has completed the Cooperative Education and Transport Operations Seminar
(CETOS) and/or Pre Membership Education Seminar;
3. His application for membership has been approved by the majority vote of the
Directors;
4. He pays the prescribed membership fee of PhP200.00 (PhP 500.00);
5. For Regular Member. He subscribed to the required initial subscription as
determined by the Board through a resolution passed for the purpose but which shall
in no case be less than 150 common shares and he has paid at least twenty-five
percent (25%) of the amount subscribed which is PhP15,000.00. The balance of a
members subscription shall be payable within twenty-four (24) monthly equal
installments from admission to membership;
For Associate member. He subscribed to the required initial subscription as
determined by the Board through a resolution passed for the purpose but which
shall in no case be less than 10 preferred shares; and he has paid at least twentyfive percent (25%) of the amount subscribed which is PhP1,000.00. The balance
of a members subscription shall be payable within twelve (12) monthly equal
installments from admission to membership
6. He agreed to save an initial amount of PhP100.00 and PhP5.00 per day or the
equivalent amount for a week or month.
7. He has taken his oath of allegiance to the cooperative movement;
8. He agrees to comply with the regulations of the CDA and OTC and other regulatory
agencies; and
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9. He executes a Membership Agreement in the prescribed form.

An applicant whose application is rejected from membership by the board of directors
may appeal his case to the next general assembly meeting by giving notice to the secretary of
the cooperative at least ten (10) days before the general assembly meeting. The decision of
the general assembly shall be final.
SECTION 4. (SECTION 3.) Limitation of Shareholdings
No member or family group shall subscribe to or own at any given time more than twenty
percent (20%) of the subscribed capital of the cooperative. Family Group shall refer to
individuals related by affinity or consanguinity to the third (3rd) degree, this is, up to first
cousin and including husband and wife.
SECTION 5. (SECTION 4.) Member Who is Entitled to Vote
Any regular (A) member who is entitled to vote/member in good standing is one who:
1. Has paid the required membership fee of PhP200.00 (PhP500.00) and the value of
the required minimum number of shares that should be paid up;
2. He is not delinquent in the payment of the balance of his subscriptions and other
financial obligations to the cooperative;
3. Has attended the required seminars and/or training activities;
4. Has complied with all the obligations, duties and undertakings of a member; and
5. Has not violated any provisions of existing laws, rules and regulations, circulars and
other issuances of the CDA and OTC, these by-laws, membership agreement, or any
other instrument required to be executed by the board of directors.
A member is deemed entitled to vote unless there is an act of declaration to the contrary
by the board of directors, based on valid grounds.
SECTION 6. (SECTION 5.) Duties/Obligations of a Member
The following shall be the duties/obligations of a member:
1. To comply with the capital build-up program and other financial obligations to the
cooperative;
2. To attend and to participate and vote in membership meetings;
3. To comply with the provisions of the laws, rules and regulations particularly Republic
Act 6939, 6938, Executive Order No. 898, as amended and their respective
implementing rules and regulations, these by-laws, the decisions of the general
assembly and the board of directors and the policies, and the decisions that may be
promulgated by the CDA and OTC from time to time;
4. To attend conferences and seminars required by the board of directors, general
assembly, CDA and OTC;
5. To assist/participate in the implementation of any program of the cooperative; and

6. To comply with all other membership obligations as stipulated in the application for
membership and subscription agreement and other instruments required to be
executed as prescribed in these by-laws or by the board of directors.
SECTION 7. (SECTION 6.) Rights/Privileges of Members
The rights and privileges inherent to membership in the Cooperative shall be available
only to members entitled to vote.
The following are the rights and privileges of members:
1. To participate in deliberations during membership assemblies and vote on all matters
brought before these assemblies;
2. To be elected as director, officer or committee member subject to the provisions on
the qualifications/disqualifications for directors, officers or committee members;
3. To be eligible to all services/assistance available from the cooperative without any
discrimination whatsoever, upon compliance with the conditions and requirements for
availing oneself of these services and assistance;
4. To examine the books of accounts, books of minutes and other records of the
cooperative during designated hours; and
5. To exercise all other rights and privileges of members.
SECTION 8. (SECTION 7.) Benefits/Incentives to Members
Members of this cooperative shall enjoy the following benefits/incentives:
1. Members shall be provided with the goods and services at reasonable prices from the
business undertakings of the cooperative;
2. Members shall be entitled to the allocation and use of the cooperatives permit/
certificates of public convenience;
3. Member-drivers shall have the right and priority to drive the units owned by memberoperators of the cooperative;
4. Members shall be entitled to the benefits of any social service program of the
cooperative or of the government;
5. Member-drivers shall have the opportunity to acquire their own vehicles through
internal and/or external financing under the cooperatives vehicle acquisition
program;
6. Members shall be entitled to receive interest on capital and patronage refund, if any;
7. Members shall be assisted by the Cooperative in their dealings with the government
agencies such as the Land Transportation Franchising and Regulatory Board
(LTFRB), Land Transportation Office (LTO), Department of Transportation and
Communications (DOTC), Philippine National Police-Traffic Management Group
(PNP-TMG), Cooperative Development Authority (CDA) and the Office of
Transportation Cooperatives (OTC); and
8. Members shall be entitled to attend/participate in trainings and education programs
for their general development.
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SECTION 9. Rights of an Associate Member. An associate member shall have the

following rights and privileges:
a) Participate in the deliberation of any issue during 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 minutes books, the share
register, and other records of the Cooperative during office hours;
d) Has preference in the payment of interest on share capital and in the
distribution of the net assets of the Cooperative in case of liquidation; and
e) Such other rights and privileges as may be granted by the General Assembly.
SECTION 10. (SECTION 8.) Liabilities of a Member
A member shall be liable for the indebtedness of the cooperative only to the extent of his
paid-up capital and the unpaid subscriptions unless by his own acts or omissions he has
bound himself to be criminally and/or civilly liable.
SECTION 11. (SECTION 9.) Termination of Membership
1. A member of cooperative may, for any reason, withdraw his membership from the
cooperative by giving a sixty (60) days notice to the board of directors. The
withdrawing member shall be entitled to a refund of his share capital
contribution and all other interests in the cooperative: provided that such refund
shall not be made if upon such payment, the value of the assets of the
cooperative would be less than the aggregate amount of its debts and liabilities
exclusive of his share capital contribution.
2. The death, insanity, or insolvency of a member shall be considered an automatic
termination of membership.
3. A member may be terminated by a vote of the majority of the members of the board
of directors for any of the following causes:
a. When a member has not patronized the businesses/services of the cooperative for
an unreasonable period of time as may be fixed by the board of directors;
b. When a member has continuously failed to comply with the obligations;
c. When a member has acted in violation of the by-laws and the rules and regulations
of the cooperative; and
d. For any act or omission injurious or prejudicial to the interest or welfare of the
cooperative.
A member, whose membership the board of directors may wish to terminate, shall be
given an opportunity to be heard before the said board makes its decision. The decision of
the board shall be in writing and shall be communicated in person or by registered mail to the
member and shall be appealable, within thirty (30) days after the decision is promulgated, to
the general assembly, whose decision therein, whether in a general or special session, shall be
final. Pending a decision by the general assembly, the membership remains in force.
SECTION 12. (SECTION10.) Appraisal/Return of Members Interest Upon Termination
of Membership
Upon termination of membership of the member, the board of directors shall determine
the following:
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1. Book value of the members shares of stocks, in no case to exceed the par value;
2. The members accountability in the cooperative; and
3. Others, which the board may deem necessary.
It shall then determine the amount of money thereof to be paid subject to availability of
funds: provided, however, that payment of said equity in cash shall not be made if on
account of such payment, the liquidity of the cooperative will be impaired or will diminish
the reserves required under existing laws. Provided, furthermore, that in no case shall
payment to members of their capital contribution exceed sixty (60) days.
ARTICLE IV
GOVERNMENT
SECTION 1. General Assembly
The General Assembly is composed of all the members entitled to vote and is the highest
governing body of the cooperative. Subject to the provisions of the Cooperative Code of the
Philippines and the rules and regulations issued thereunder, the general assembly duly
assembled has the following powers:
1. To elect or appoint the members of the board of directors and to remove them for
cause;
2. To hear and act upon the report of the board of directors, general manager and
committees;
3. To arbitrate disputes or disagreements by and between members of the board,
committees, and members;
4. To determine and approve amendments to the Articles of Cooperation and By-Laws;
5. To approve developmental plans of the cooperative;
6. To decide, subject to legal restrictions, on major financial issues such as investments,
loans, disposition of assets outside the normal course of business, mergers,
dissolutions, and charges in members financial obligations;
7. To exercise final authority on important matters affecting the cooperative such as the
admission, suspension, or expulsion of officers and members subject to existing laws,
policies, rules and regulations of OTC and CDA.
SECTION 2. Fiscal Year
The fiscal year of this cooperative shall commence on the first day of January and shall
end on the last day of December.
SECTION 3. Regular General Assembly
The meeting shall be held on the every first Sunday of March of each year at its
cooperative office. Failure to call a regular meeting of the general assembly shall authorize
the CDA/OTC to convene the meeting.

SECTION 4. Special General Assembly Meeting

A special general assembly meeting may be called at any time in between the regular
general assemblies by the chairman or by a majority of the board of directors to take up
urgent matters requiring immediate membership decision. A special general assembly
meeting shall, likewise be called by the board within thirty (30) days from receipt of a
written request from at least thirty percent (30%) of the total number of members in good
standing. Failure to call a special meeting even after receipt of a written request from the
members shall authorize the OTC to convene the special general assembly meeting.
SECTION 5. Notice of General Assembly Meeting
A written notice containing the date, time, place and agenda of the meeting shall be issued
by the secretary and delivered in person to each member or mailed to his address as it
appears in the cooperative records at least fifteen (15) days before the date of any regular or
special general assembly. The place of meeting shall be the principal office of the
cooperative or with written approval of the Office of Transportation
Cooperatives/Cooperative Development Authority, at any place within its area of operation.
Notices of meeting shall be posted in conspicuous places by the Secretary.
Notice of any regular general assembly shall be accompanied by the agenda, minutes of
the previous general assembly, consolidated reports of the officers, board of directors and
committees (complete with audited financial statements, together with the budget for capital
expenditures and operations for the ensuing year), and proposed amendments to the Articles
of Cooperation and/or By-Laws, if any.
Notice of any special general assembly meeting shall state the purpose for the meeting.
No business other than the stated purpose shall be taken up in the meeting.
SECTION 6. Order of Business
The order of business at each regular general assembly may be as follows:
1. Roll Call
2. Proof of due notice
3. Consideration and action on the minutes of the last general assembly
4. Consideration and action on consolidated reports of officers, board of directors, and
committees, including audited financial statements of financial conditions and
operations
5. Ratification or amendments to the Articles of Cooperation and By-Laws, if any
6. Ratification of capital and operating budget
7. Election of directors and committee members, if applicable.
8. Other business
9. Adjournment
SECTION 7. Quorum at the General Assembly
During regular or special general assembly meeting, at least fifty percent (50%) plus one
of the total numbers of members entitled to vote shall constitute a quorum.
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SECTION 8. Voting
Each member shall have only one vote regardless of the number of shares he owns in the
cooperative. Voting through a trust agreement or other devices to evade the one-man-onevote rule shall not be allowed.
Election of the board of directors and committee members shall be by secret ballot. Action
on all others is by secret ballot according to what the majority of the members present may
believe will reflect truly and correctly the decision of the membership.
SECTION 9. Board of Directors, Numbers, Election and Tenure
The Board shall consist of such number of directors indicated in the Articles of
Cooperation all of whom shall be elected by the members entitled to vote at the regular or
special general assembly called for the purpose. The members of the Board of Directors
shall be elected by secret ballot by the members entitled to vote at the annual general
assembly and shall hold office for a term of two (2) years unless earlier removed for cause, or
have resigned or become incapacitated due to illness or death, and until their successor have
been elected, qualified and have discharged the duties of the office; provided, that during the
election at the first annual general assembly after registration, one-half plus one of the
directors obtaining the highest number of votes shall serve for two years, and the remaining
directors for one year. Thereafter, all shall be elected for a term of two years: Provided
finally that no director shall serve for more than three (3) consecutive terms.
The term of the incorporating directors shall expire on the first annual general assembly
after registration.
SECTION 10. Qualifications of Directors
Any member of the cooperative who is entitled to vote/good standing for a period of six
(6) months before the election and who does not possess any of the disqualifications stated in
the rules and regulations issued by the CDA/OTC and these by-laws.
SECTION 11. Disqualifications of Directors
The following are the disqualifications from becoming directors:
1. Holding elective position in the government above Barangay Chairman;
2. Having conflicting and/or similar interest with the business of the cooperative and/or
similar business activities which the cooperative may undertake;
3. Having been absent for three (3) consecutive board or committee meetings and/or a
total of five (5) meetings within a year, without justifiable cause and upon proper
action of the board;
4. Having been removed from office by the general assembly for cause;
5. Being an employee of this cooperative; and
6. Being relative up to the 3rd civil degree by consanguinity or affinity to the incumbent
officers; and
In addition, members who are not in good standing and/or who fall under any of the
following circumstances are disqualified to be voted upon as director or to continue as such
in the cooperative;

1.

Having participated in the profits of a third party dealing or doing business

with the cooperative.

2.

Being a member of a family group wherein one member is a director. Family

group shall refer to individual related by affinity of consanguinity.

3.

Having been convicted of a crime involving moral turpitude, or found guilty

of gross negligence, or grave misconduct in an administrative proceeding or civil suit
involving financial and/or property accountability.

No director or a member of a directors family group as defined in Section 3, Article III

shall at the same time serve in the internal audit of the cooperative.
SECTION 12. Directors Meeting/Election of Officers
A meeting of the directors shall be held immediately after their election but not later than
the tenth (10th) day after the regular general assembly to elect a chairman, and vice-chairman,
from among themselves and elect or appoint other officers of the cooperative from outside of
the board.
The officers shall hold office for a term of two (2) years or until their successors are
elected and qualified. An officer elected/appointed to fill any vacancy caused by death,
resignation, or removal shall serve only for the unexpired term.
A regular meeting of the board shall be at least once a month at the time and place fixed in
accordance with the resolution adopted by the Board.
A special meeting may be called at any time by the Chairman or in his absence, by the
Vice-chairman, or by the majority of the directors holding office. Unless the board
prescribes otherwise, the chairman shall fix the time and place of special meeting.
Written notices of regular or special meetings, unless dispensed with, shall served by the
Secretary personally, through an agent or by mail, upon each director at his address at least
five (5) days before the board meeting. Notice of meetings may be in such manner as the
board may prescribe from time to time by resolution.
The minutes of the meetings and board resolutions shall be signed by all board members
in attendance, and certified by the secretary. In addition, all board resolutions shall be
numbered for easy reference.
SECTION 13. Quorum at Directors Meeting
A quorum for the transaction of cooperative business of the cooperative shall be composed
of majority of the entire membership of the board of directors. All decisions involving major
financial transactions such as acquisition of loans, investments in business undertaking, etc.,
the required quorum shall be two-third (2/3) of the membership, provided such transaction is
ratified by the general assembly in a regular or special meeting.
SECTION 14. Powers of the Board of Directors
The members of the board as a body, and not acting in their individual capacity shall the
following powers among others:
1. To exercise general supervision and control over the assets, business, and
management of the cooperative;

2. To prescribe policies consistent with existing laws, these by-laws and resolutions of
the membership assembly for the management of the cooperatives business and the
guidance of its members and the management staff;
3. To act upon applications for and resignation from membership;
4. To have sole authority to request on actions relating to the dropping or substitution of
units;
5. To enter into any contract essential to the purposes and objectives for which the
cooperative was organized;
6. To impose fines, suspend, or expel any member who fails or refuses to perform the
duties and meet the obligation of a member as provided in Republic Act No. 6938,
Republic Act 6939, Executive Order No. 898, as amended, the Rules and Regulations
promulgated by the CDA/OTC, these By-Laws, the Membership Agreement,
decisions of the Board and the general assembly, provided under specific conditions
(Section 3, Article VI of the By-Laws). The decision of the Board may be appealed
to the general assembly.
7. To determine members in good standing;
8. To designate the depository or depositories of the funds of the cooperative;
9. At its discretion, to cause the bonding of the Treasurer, General Manager, and any
other officer or employees, charged with the custody of the cooperatives funds,
securities, properties, inventories, etc. before they are allowed to assume the position;
10. To determine the financial needs of the cooperative and recommend the manner of
raising funds either through additional investments from members or borrowings;
11. To recommend to the general assembly, decisions on major financial issues such as
investment, loans, disposition of assets outside the normal cause of business, merger,
dissolution, and changes in members financial obligations; and
12. To recommend amendments to these By-Laws.
SECTION 15. Duties and Responsibilities of the Board of Directors
The board, acting as a body, shall have the following duties and responsibilities:
1. To submit to the general assembly a consolidated report of officers, directors and
committees including an audited report on the financial condition and results of
business operations of the cooperative; and
2. To perform such other duties as the general assembly may direct from time to time.
SECTION 16. Liability of Directors, Officers, and Committee Members
Directors, officers and committee members who, through their acts or omission, caused
damage to the cooperative shall be dealt with in accordance with Articles 46, 48, 49 and 50
of the Cooperative Code.
SECTION 17. Vacancies in the Board of Directors
When a vacancy in the board occurs by reason of death, incapacity, and resignation, the
remaining members of the board, if still constituting a quorum, shall by majority vote fill out
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such vacancy. The successor shall serve for the unexpired portion of the term. If the
remaining members of the board do not constitute a quorum, a special general assembly shall
be convened within thirty (30) days from the date the vacancy occurs to elect the successor
who shall likewise serve for the unexpired portion of the term. If the vacancy occurs within
three (3) months from to the regular assembly meeting, the vacancy shall be filled up during
a regular assembly meeting.
SECTION 18. Removal of Directors and Officers
Directors may be removed for cause, but only after they are given the opportunity to be
heard by a vote of two-thirds of the members in good standing present and constituting a
quorum at a regular or special assembly meeting called for the purpose.
The successor, who shall serve for the unexpired portion of term, shall be elected in the
same meeting.
Officers appointed or elected by the board may be removed for cause by two-third vote of
the board members, but only after the officer concerned is given an opportunity to be heard.
SECTION 19. Reorganization of the Board
The board may reorganize itself without changing its composition by electing a new set of
officers. The following are the grounds for reorganization of the board:
1. Loss of trust and confidence caused by performance of acts or omissions proven to
inimical to cooperative;
2. Incompetence of the elected officers in the performance of their functions; and
3. When in the judgment of the majority of the board members, reorganization will
benefit the cooperative.
No reorganization should take place not later than three (3) months before election of a
new set of board of directors.
SECTION 20. Compensation
The members of the board shall not be entitled to regular compensation. However, they
may be given per diems and/or allowances for actual attendance in the board meetings. The
amount of per diem and allowances shall be fixed by the board subject to the approval of the
general assembly and such guidelines as may be issued by the OTC. The total amount of
directors per diem and allowances shall not exceed a certain percentage of the gross
revenues of the cooperative as approved by the general assembly.
SECTION 21. Internal Audit Committee
An audit committee is hereby created and shall be composed of three (3) members to be
elected during general assembly meeting and shall hold office for two (2) years or until their
successors shall have been elected and qualified. Within ten days after their election, they
shall elect from among themselves a chairman, vice-chairman and a secretary. No members
of the committee shall hold any other position within the cooperative during his term of
office. The committee shall provide internal audit service, maintain and complete records of
its examination and inventory, and submit audit quarterly reports to the board and audit
financial reports to the general assembly.
SECTION 22. Election Committee

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The Election Committee shall be composed of three (3) members elected during the last
regular general assembly preceding the election of the members of the board. The members
of the committee shall serve for a term of two (2) years and until its successors have been
elected and qualified. Within ten (10) days after their election they shall elect from among
themselves the chairman, vice-chairman and secretary.
This Committee shall have the following functions:
1. Determine the members in good standing and members who possess the necessary
qualifications for the board of directors at least thirty (30) days prior to the next
regular general assembly where the election of directors is part of the agenda.
2. Cause the preparation of notice to the general assembly and the posting in
conspicuous places of the list of members entitled to vote and those qualified to be
voted upon at least thirty (30) days prior to the general assembly meeting.
3. Supervise the conduct of all elections, perform its duties in accordance with the
established practices to ensure clean and orderly election, canvass the votes, certify
the returns in writing and submit the certified returns to the presiding officer.
All provisions pertaining to compensation, vacancies, liabilities and removal of the board
of directors shall likewise apply to the members of the election committee.
SECTION 23. Election Procedures
The following elections procedures shall be adopted:
1. The chairman of the election committee shall call for nomination from the floor.
2. After nominations are closed, tellers may be appointed if necessary, by the chairman
of the election committee. All elections shall be determined by plurality vote and
shall be by secret ballot.
3. In the counting of ballots, cumulative voting shall be disregarded and a vote for a
director shall be counted as one vote. Such other formalities and manner for the
conduct of election not provided for in these by-laws shall be determined by the
election committee.
The foregoing election procedures shall also be adopted in the lection of members of the
election committee.
SECTION 24. Credit Committee
The Credit Committee shall be composed of three (3) members elected in the annual
general assembly for a term of one-year or until their successors are elected and qualified.
Within ten (10) days after their election, the members shall elect from among themselves the
chairman and a secretary.
The Committee shall be responsible for the credit management of the cooperative. In the
performance of its functions, it shall:
1. Process, evaluate and act upon loan applications and withdrawals of deposit, except
when the applicant is a member of the committee, in which case, the application shall
be acted upon by the board of directors; and
2. Exercise general supervision including collection over all loans to members.
SECTION 25. Education and Training Committee
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The Education and Training Committee shall consist of at least three (3) members to be
appointed by the board. The members of the committee shall serve for a term of two (2)
years until their successors shall have been appointed and qualified. The secretary shall be
chosen by the members from among themselves. The vice-chairman of the board shall ipso
facto be the chairman of the committee. The duties of this committee shall be:
1.

To spread knowledge of the principles and methods of the cooperative movement

among members and outsiders and help deepen their understanding of the aims,
purposes, and philosophy of the movement;

2.

To assist the cooperative in recruiting new members;

3.

To develop and maintain loyalty to the cooperative among members;

4.

To submit reports on its activities and accomplishments to the board of directors

and to the general assembly;

5.

To perform such other duties as may from time to time be required by the board or
the general assembly.

SECTION 26. Conciliation Committee

A Conciliation Committee is hereby created and shall be composed of three (3) members
to be elected during a regular general assembly meeting. Within ten (10) days after their
election, they shall elect from among themselves a chairman, vice-chairman and a secretary
who shall serve for a term of two (2) years or until their successors shall have been elected
and qualified. No member of the committee shall hold any other position in the cooperative
during his term of office.
The Conciliation Committee shall have the following powers and functions:
1. To conciliate, hear and decide all intra-cooperative disputes between and/or among
members, officers, directors and community;
2. Subject to the approval of the general assembly, to issue supplemental rules and
procedures concerning conciliation processes as may be deemed necessary; and
3. To exercise such other powers as may be necessary to ensure speedy, just, equitable
and inexpensive settlement of disputes within the cooperative.
SECTION 27. Other Committees
The board or general assembly may create such other committees as the operations of the
cooperative may require subject to the policies, rules and regulations prescribed by the
CDA/OTC on these matters.
ARTICLE V
OFFICERS
SECTION 1. Chairman
The following shall be the duties of the chairman:
1. To preside over all meetings of the general assembly and of the board of directors;

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2. To report on the status of operations of the cooperative to the general assembly and to
the CDA/OTC and other regulatory agencies;
3. To represent the cooperative in its dealings with the CDA/OTC, the LTO/LTFRB, the
Department of Transportation and Communications (DOTC), other government
agencies, banks and other private institutions;
4. To sign all stock certificates and such other instruments and documents requiring his
signature, unless other signatories are authorized by the board;
5. To execute all laws, rules and regulations, provisions of these by-laws, and the
decisions of the general assembly, as well as, of the board; and
6. To perform such other duties prescribed by laws and regulations, or as directed by the
general assembly.
SECTION 2. Vice-Chairman
The vice-chairman shall discharge the duties of the chairman in the latters absence or
inability to perform his duties. He shall ipso facto be the chairman of the Education
and Training Committee.
SECTION 3. Secretary
A secretary shall be appointed to perform the following:
1. To have custody of the cooperative seal, stock certificates and records consisting of
registration certificates, Articles of Cooperation and By-Laws, official contracts, and
other valuable documents of the cooperative except books of accounts and other
financial records;
2. To issue notices of meetings of the board and the general assembly;
3. To prepare or cause the preparation of minutes of meetings of the board and the
general assembly and to submit copies of these minutes to the Education and Training
Committee and to the CDA/OTC;
4. To keep and maintain a complete record of minutes of meetings of directors and
general assembly;
5. Maintain a registry book containing information of members name and such other
information as are deemed necessary; and
6. To assist in the preparation of all necessary election forms and other forms necessary
for the conduct of elections, referenda, or plebiscite, in coordination with the Election
Committee.
SECTION 4. Treasurer
A Treasurer who will be appointed from among the members in good standing shall have
the following duties:
1. To take custody of all books of accounts and other financial records of the
cooperative;
2. Collect members contribution and other payments, issue receipts in the name of the
cooperative and deposit all funds and securities of the cooperative until a
collector/cashier shall have been appointed;.
14

3. Monitor all financial transactions/operations of the cooperative;

4. Post an adequate bond to ensure the faithful performance of his duties;
5. Co-sign all financial transactions and accounts with the bank;
6. Turn-over all money, security, papers, documents and other property of the
cooperative that he may have in possession upon the appointment of his successor.
Failure to do so shall be a ground for a corresponding legal action; and
7. Perform such other duties as may be directed by the board of directors.
The treasurer should not be related within the 3 rd civil degree of affinity or consanguinity
to any of the board of directors and the manager.
SECTION 5. Management Staff
GENERAL MANAGER
The board of directors shall appoint the general manager of the cooperative. The general
manager in return shall appoint the other members of the management staff subject to the
approval of the board of directors. A director or a member of his family within the third civil
degree of consanguinity or affinity shall be disqualified to be appointed to any position in the
management staff. The members of the management staff shall not be related to each other
within the fourth civil degree of consanguinity or affinity.
1. He must be familiar with the business operation of the cooperative;
2. He must have at least two (2) years experience in cooperative or related business;
3. he must be honest and must have a deep sense of responsibility;
4. He must not be engaged directly or indirectly in any business similar to that handled
by the cooperative;
5. He must not have been convicted of a crime involving moral turpitude or found guilty
of gross negligence or grave misconduct in an administrative proceeding, or civil suit
involving financial and/or property accountability;
6. He must not be addicted to any form of gambling or immoral vicious habits; and
7. He must be willing to undergo pre-service and/or in-service training.
The duties and responsibilities of the general manager are as follows:
1. To manage the day-to-day business affairs of the cooperative, supervise its personnel
and direct the use of its funds and properties in accordance with the policies of the
general assembly and subject to the supervision of the Chairman and the board of
directors, to attain the objectives of the cooperative;
2. To supervise members compliance with the rules and regulations of the LTO,
LTFRB, the traffic bureau of the local police and other regulatory agencies;
3. To appoint, employ, supervise and dismiss any employee or member of the
management staff, subject to the policies of the board of directors;
4. To approve cash disbursements, purchases, and issuances of materials and supplies;
15

5. To review and submit regular reports to the board of directors; and

6. To prepare the cooperatives operating budget and to keep expenses within budget.
ACCOUNTANT/BOOKKEEPER
No person shall be appointed in the position of accountant/bookkeeper unless he
possesses the qualifications enumerated as follows:
1. He must be a commerce graduate, major in accounting;
2. He must have at least two (2) years experience in cooperative or related business;
3. He must be honest and must have a deep sense of responsibility;
4. He must not be engaged directly or indirectly in any business similar to the business
of the cooperative;
5. He must not have been convicted of a crime involving moral turpitude or found guilty
of gross negligence or grave misconduct in an administrative or civil suit involving
financial and/or proper accountability;
6. He must not be addicted to any form of gambling or immoral vicious habits; and
7. He must be willing to undergo pre-service and/or in-service training.
The duties and responsibilities of the accountant/bookkeeper are as follows:
1. He shall maintain the cooperatives books of accounts and update these regularly;
2. He shall prepare journal vouchers, review and approve disbursement vouchers and
other documents prepared by his subordinates;
3. He shall prepare/review reports and schedules required by management and
government agencies;
4. He shall assist the general manager in the preparation of the cooperatives annual
budget; and
5. To perform such other duties that may be assigned by the general manager.
SECTION 6. Compensation
The board shall fix the compensation of the management staff.
SECTION 7. Removal of Management Staff
The general manager or employee of the cooperative may be removed for just cause by a
majority vote of the members of the board of directors after having been given the
opportunity to be heard.
The general manager shall have the authority to recommend the removal/dismissal of an
employee of the cooperative.

16

ARTICLE VI
DISCIPLINARY MEASURES
The members of the cooperative shall undertake to comply with the provisions of
Republic Act 6938, and Republic Act 6939, rules and regulations of CDA, OTC, LTFRB,
LTO and other traffic bureaus of the local police, Articles of Cooperation, By-Laws,
membership decision, the rules and regulations as well as the decisions of the board of
directors. Failure to comply may subject a member to penalties ranging from the suspension
of the rights and privileges of members, fines, suspension or expulsion from the cooperative.
SECTION 1. Disciplinary Measures on Members.
1. Fine, Suspension/Expulsion at the discretion of the board of directors, any member,
after due notice and hearing, may be fined and/or suspended/expelled from
membership if he::
a. Fails to comply with any of his duties and obligations as a member, as well as
the terms and conditions in the application for membership; membership and
subscription agreement, and other instruments executed by him as prescribed
in the By-laws or by the Board of Directors;
b. Fails to comply with the rules and regulations of the CDA, OTC, LTFRB, the
traffic bureau of the local police, and other regulatory agencies;
c. Acts in violation of the by-laws, the rules and regulations of the cooperative,
membership decisions, as well as, those of the board of directors; and
d. Commits any act or omission injurious and prejudicial to the interest and
welfare of the cooperative.
2. Members who have been removed from office (as director, committee members,
officer) by the general assembly are disqualified from being elected or appointed to
the position of director or committee member in the cooperative;
3. Members who, after having been heard, have been declared by the Board of Directors
as members who are not in good standing cannot enjoy the privilege of using portion
of the cooperatives Certificate of Public Convenience or special permit and the other
rights and privileges of membership; and
4. Members who are not in good standing shall be given at least ten (10) days to make
amends on the violations committed, otherwise, the suspension or expulsion shall be
deemed final.
SECTION 2. Disciplinary Measures on Directors, Committee Members and Officers
The decision/disciplinary action imposed by the Board may be appealed to the General
Assembly in the following instances:
1. If the members was not given due hearing;
2. If the board acted arbitrarily and/or unjustly, such that the sanctions was given
without sufficient evidence, or contrary to existing rules and regulations; and
3. If the required board quorum based on existing policies was not attained during the
deliberations regarding the disciplinary action.
Section 3. Appeal to the CDA/OTC
17

The members may appeal to the CDA/OTC to review the decision of the /general
Assembly in the following instances:
1. If the general assembly acted arbitrarily and/or unjustly such that the sanctions was
given without sufficient evidence or contrary to existing rules and regulations;
2. If the general assembly was not properly convened in accordance with these By-laws,
OTC and CDA rules and regulations.
ARTICLE VII
SOURCES AND USES OF FUNDS
SECTION 1. Sources of Funds
The funds of the cooperative, through its Board of Directors may be derived from the
following:
1.
2.
3.
4.
5.

Membership fees;
Management fees;
Share capital;
Subsidies and donations; and
Funds derived from other sources.

The funding requirements of the cooperative shall be provided primarily by the members
themselves through an organized and planned capital build-up program.
SECTION 2. Power to Borrow
The cooperative, through its Board of Directors, may borrow money from specific
purposes to further the development of the cooperative. The money may be borrowed from
any source at the terms and conditions and in such amount as may be necessary, subject,
however, to the approval of a majority of the total membership.
SECTION 3. Share Capital and Stock Certificates
A Share refers to a unit of capital, the par value of which is One Hundred (100) Pesos,
Philippine currency.
Shares may be paid in cash or in installments. Installments on subscription shall be paid in
accordance with the membership agreement. Failure to pay the installments as agreed upon
shall subject a member to a fine of not more than two (2) percent of the installment due.
Serially numbered certificates of stock of the cooperative shall be secured from OTC and
issue to its member upon full payment of his subscription. The Board of Directors, at its
option may apply a partial payment of the subscription to such shares that it can cover or
issue the corresponding certificate of stock. The certificates should indicate the stockholders
full name, the number of shares fully paid for, and their value at par. These certificates shall
be signed by the Chairman and the Secretary and impressed with the official seal of the
cooperative.
SECTION 4. Disposition of Capital Contributions
Funds collected from capital contributions, both common and preferred, shall be deposited
intact in a separate savings account. Such funds shall be used primarily for the business
enterprise of the cooperative. A cooperative may invest its capital in any of the following:
18

1. In share debentures or securities of any other cooperatives;

2. In any reputable bank in locality, or any other cooperatives;
3. In securities issued or guaranteed by the Government;
4. In real estate primarily for the use of the cooperative for its members; and
5. In any other manner authorized by the by-laws and CDA, OTC rules and regulations.
SECTION 5. Transfer of Shares
Subject to the provisions of Section 9-B, Article III of these By-laws, and paragraph 2 of
Article 4, a member may transfer his share in the cooperative or any part thereof, provided:
1. He has held such share capital contribution or interest for not less than one (1) year;
2. The transfer is made to the cooperative or to a member of the cooperative or to a
person who falls within the field of membership of the cooperative;
3. The board of directors has approved such transfer. The transfer of the shares shall be
recorded in the books of the cooperative in order to be binding. No transfer shall be
completed unless:
a. The old certificates has been endorsed and surrendered; and
b. A new certificate has been issued in the name of the purchaser.
The last transferee, if non-member, shall pay the required membership fee, a transfer fee
in such amount as may be determined by the Board through a duly approved resolution may
be charged for the stock transfer.
Whenever in the judgment of the Board, the share capital of the cooperative shall exceed
the current needs, the cooperative shall have the right to repurchase from any shareholder
whose shares exceed the minimum share capital requirements, as many shares as the Board
shall consider necessary to the best interest of the cooperative. However, the Board shall not
repurchase the shares of any withdrawing member when in its judgment such reduction of the
cooperatives capital will in any way endanger its financial condition.
In case of loss or destruction of a certificate of stock, another may be issued in its place
after the owner files an affidavit in triplicate setting forth the following:
1. The circumstances as to how, when, and where certificate was lost or destroyed;
2. The number of shares represented by each certificate;
3. The serial number of the certificate; and
4. A statement that the certificate lost or destroyed has not been transferred, sold, or
endorsed to any third person for consideration or in any other way whatsoever and
that should this certificate be found, the owner shall surrender it to the cooperative.
Any false representation or statement made in the foregoing affidavit of loss shall be a
ground for expulsion from the cooperative. The replacement certificate shall be stamped on
its face with the words Replacement Certificate.
SECTION 6. Fees and Dues
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The Cooperative shall impose fees and dues on its members as may be necessary to
support operations and other expenses as well as social service programs provided that the
same is approved by the general assembly.
1. Membership Fee. The membership fee shall be Two Hundred Pesos (PhP200.00)
(Five Hundred Pesos (PhP500.00)) payable upon joining the cooperative.
2. Management Fee. Monthly management fee shall be collected from members as
may be determined from time to time by the Board of Directors and agreed upon by
General Assembly. This fee shall be used to support the operating expenses of the
cooperative.
3. Other Fees/Obligations. Other fees may be collected from the members for SSS,
Medicare benefits, insurance coverage, or retirement plan or for the payment of
registration fees and vehicle insurance. These fees shall be approved by the general
assembly. In addition, these fees shall be held in trust and used exclusively for the
purpose for which these were collected.
ARTICLE VIII
NET SURPLUS
SECTION 1. Computation of the Net Surplus
The net surplus of the cooperative shall be the amount remaining after the cost of goods
and services sold, operating expenses, and other expenses have been deducted from the sum
of net sales and other income.
SECTION 2. Allocation of Net Surplus
Unless a different percentage is prescribed by the CDA, OTC, the net surplus of the
cooperative shall be allocated in the following manner:
I. An amount for the reserve fund, which shall be ten per centum (10%) of the net surplus.
1. The reserve fund shall be used for the stability of the cooperative and to meet net
losses in its operation. The General Assembly may decrease the amount allocated to
the reserve fund when reserve fund already exceeded 25% of the share capital.
2. The reserve fund shall not be utilized for investment, other than those allowed in the
Cooperative Code.
3. Upon the dissolution of the cooperative, the reserve fund shall not be distributed
among the members. The general assembly may resolve:
a.

To establish a usufractuary trust fund for the benefit of any federation or

union to which the cooperative is affiliated; and
b. To donate, contribute, or otherwise dispose of the amount for the benefit of
the community where the cooperative operates. If the members cannot decide
upon the disposal of the reserve fund, the fund shall go to the federation or
union to which the cooperative is affiliated.
II. An amount of the Education and Training Fund which shall be ten per centum (10%) of
net surplus:
1.

Half of the amounts transferred to the Education and Training Fund

annually may be spent by the cooperative for the education and training and other
20

purposes; while the other half shall be credited to the Cooperative Education and
Training Fund of the apex organization of which the cooperative is a member;
2.

Upon the dissolution of the cooperative, the unexpended balance of the education
and training fund appertaining to the cooperative shall be credited to the Cooperative
Education and Training Fund of the abovementioned apex organization.

III. An Optional Fund for land and building, community development and other necessary
funds the total of which shall be Ten Per Centum (10%).
IV. The remaining net surplus shall be made available to the members in the form of interest
not to exceed the normal rate of return of investment and patronage refunds.
The sum allocated for patronage refund shall be made available at the same rate to all
patrons of the cooperative in proportion to their individual patronage; provided that:
1. In case of a member patron with paid-up share capital contribution, his proportionate
amount of patronage refund shall be paid to him unless he agrees to credit the amount
to his accounts as additional share capital contribution.
2. In the case of a member patron with unpaid patron share capital contribution, his
proportionate amount of patronage refund shall be credited to his account until his
share capital contribution has been fully paid.
3. In case of a non-member patron, his proportionate amount of patronage refund shall
be set-aside in a general fund for such patrons and shall be allocated and paid to
individual member patrons upon request and presentation of evidence of the amount
of his patronage.
SECTION 3. Interest on Share Capital and Patronage Refund
Share capital shall be entitled to interest not greater than the maximum periodically
established by the CDA. Interest on preferred shares shall not be more than two percent
(2%) over the maximum rate established for the common stock.
Interest on both common and preferred stock shall be non-cumulative and shall be based
on the monthly average members paid-up capital.
SECTION 4. Patronage Refund
Patronage refund shall be distributed to all member-patrons of the cooperative in
proportion to their individual patronage, which for this purpose shall mean purchases of
goods and services from the cooperative.
ARTICLE IX
OPERATIONS
SECTION 1. Vehicle Ownership
All members of the cooperative shall transfer the management of their units to the
cooperative by means of Management Agreement. Management shall refer to the day-to-day
activities undertaken by the officers in order to provide efficient transport service including
but not limited to the designation of routes, scheduling of trips, registration of vehicles, and
overall supervision of the unit.
The member of the cooperative who have transferred the management of their units to the
cooperative shall remain to be, for all intents and purposes, the beneficial owner of the
21

vehicle, and such, shall remain liable owners of these vehicles. The Certificate of
Registration shall be issued by the Land Transportation Office (LTO) to the member being
the owner of the vehicle.
SECTION 2. Ownership of Franchise Authority/Provisional Authority
The cooperative shall be the exclusive owner of the franchise/authority secured from the
Land Transportation Franchising and Regulatory Board (LTFRB). The name of the
cooperative as franchise owner/holder and the different description of the units managed by
the cooperative shall be indicated in the franchise. The cooperative shall allocate the use of
the franchise only to members in good standing with first priority to driver-owners, and the
second to small operators. Preferred shareholders who are operators, with more than five
units shall be entitled to any remaining portion of the franchise/authority.
SECTION 3. Dropping and Substitution of Units/Members
Any member/unit may be dropped from the cooperatives franchise/authority for cause,
subject to the provision of these by-laws, and the rules and regulations to the LTFRB and
CDA. The cooperative may, with the Boards approval substitute a member(s) unit dropped
for cause with another member/unit upon filing of a proper petition from LTFRB, duly
endorsed by OTC.
SECTION 4. Disposition of Income and Responsibility of the Expenses of the Units
The member-owner shall be entitled to the income derived from the operation of their
units. All expenses for safe, adequate and efficient operation of the units shall likewise be
the responsibility of the member-owners. Such expenses shall include, but shall not be
limited to cost of gas, repairs, and maintenance, insurance and other charges.
SECTION 5. Responsibility for Civil and Criminal Liabilities
In case of accident involving any unit/s of the cooperative, criminal liability shall be borne
solely by the person driving the unit. The civil liability shall be borne by the driver and/or
owner of the vehicle. In the event of a judicial decision finding the cooperative also civilly
liable, the member-owner of the vehicle shall reimburse the cooperative and held the
cooperative and its other members free and harmless from such liability.
SECTION 6. Ownership of Units by the Cooperative
The cooperative shall also procure transportation vehicles which it shall own and operate.
The vehicle shall be registered in the name of the cooperative, which shall be responsible for
the operational expenses of the units including maintenance, registration, fuel and drivers
salaries. It shall also be responsible for civil liabilities in case of accidents. However, all
income shall accrue to the cooperative.
GENERAL PROVISIONS
SECTION 1. General Conduct of the Business
All revenue transaction of the cooperative shall be extended to members but transactions
with non-members should be strictly in cash.
SECTION 2. Books of Accounts

22

The accounts of the cooperative shall be kept and maintained in accordance with the
accounting system prescribed by the OTC in the Organization, Management, Reporting, and
Accounting System Manual for Transport Service Cooperative.
SECTION 3. Audit
At least once a year, the Board of Directors shall in consultation with the audit committee
cause the audit of the books of accounts of the cooperative by an independent Certified
Public Accountant.
SECTION 4. Annual Report
The cooperative shall make an annual report of its affairs to members at the general
assembly together with the audited financial statements. The reports and the statements shall
be certified by the Chairman, Treasurer, Manager and other responsible officers of the
cooperative as true and correct in all aspects to the best of their knowledge.
Copy of annual report shall be submitted to the CDA 60 days from the end of the fiscal
year.
SECTION 5. Seal
The seal of the cooperative shall be circular in form, inscribed on it shall be the
Cooperative name, the year in which it was registered with the CDA/OTC and such other
data and sign as may be desired, subject to the approval of the Board of Directors. The seal
shall be used on all of the cooperatives documents and reports.
SECTION 6. Amendments
Amendments, repeal or alteration of the Articles of Cooperation and these By-Laws may
be adopted by the two-thirds (2/3) vote of all the members in good standing at any regular or
special assembly called for the purpose. Any amendment, repeal or alteration shall be
submitted to the CDA for the approval and issuance of the corresponding certificate.
Amendments to the Articles of Cooperation and/or By-laws, duly certified by the CDA in
quadruplet, with the deleted portions bracketed and the added portions underlined. These
certified amendments shall be supported by the minutes of the regular or special general
assembly called for the purpose. The minutes should indicate the number of members
present and numbers voting in favor of the amendments.
SECTION 7. Dissolution and Liquidation
The dissolution of this cooperative shall be effected in the manner provided in Chapter
VII of the Cooperative Code and the rules and regulations promulgated by the CDA/OTC.
SECTION 8. Settlement of Disputes
Any disputes, between and among members of the Board of Directors, Committees,
Officers and individual members shall be referred to arbitration of three (3) members, one
shall come from the federation or union of which the cooperative is a member and the two to
be nominated each of the parties concerned. The decision of the arbitrators may be appealed
to the CDA within 15 days from date of notice.
If the dispute is one involving complicated questions of law and fact, the parties involved
may refer the same to CDA.

23

NAME

SIGNATURE

1 Alex Baile
SGD
2 Amalia Jallones
SGD
3 Annaliza Mansit
SGD
4 Monina S. Bocao
SGD
5 Antonio Ibarlin
SGD
6 Bernardino Quinto
SGD
7 Emma Luciano
SGD
8 Emma Olorvida
SGD
9 Generoso Reyes
SGD
10 Herminigildo Reyes
SGD
11 Ignacio Torres, Jr.
SGD
12 Ireneo Sialsa
SGD
Voted
13 Isabel Atendido
SGD
14 Joaquin Marcelo, Jr.
SGD
15 Mike Jallores
SGD
16 Raul Roduta
SGD
17 Rochelle Saavedra
SGD
18 Romeo Tan
SGD
19 Uldarico Banares, Jr.
SGD
20 Venus Catacutan
SGD
21 Walden Villapando
adopted this ______________________ at _____________________

24

and

SIGNED IN THE PRESENCE OF:

________________________________
SIGNATURE OVER PRINTED NAME

_________________________________
SIGNATURE OVER PRINTED NAME

We, the undersigned, constituting a majority of the Board of Directors of KABISIG

Multi-Purpose and Transport Service Cooperative do hereby certify that the foregoing
instrument is the Code of By-Laws of the Cooperative.
SGD
DENNIS V. SINLAO
Chairman

SGD
FRANCISCO M. PASIA
Vice-Chairman

SGD
RODOLFO V. LOSABIO
Director

SGD
LOUIE M. LADIGNON
Director

SGD
EDMUNDO O. ERESE
Director

25