1. General Assembly Meeting
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 approve 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.
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.
The General Assembly shall hold its annual
regular not beyond ninety (90) days after the
close of its calendar year) at the principal
office of the Cooperative or at any place as
may be determined by the Board.
Section 1-2 Article III Administration
3. Committee Meetings ( Audit Committee,
Election Committee, Education and Training
Committee, Mediation and Conciliation
Committee, Ethics Committee, Credit
Committee, Gender and Development (GAD)
Committee & . Other Committees)
• Committees should have their own meeting
at least once a month. The regular meeting
should be held on the agreed time by its
• A special meeting may be convened also at
anytime to consider urgent matters.
• The members of the BOD should have a meeting
at least once a month. However, the Chairperson or
majority of the directors may at any time call a
Special Board meeting to consider urgent matters.
• The regular meeting should be held on the
agreed time by its members.
• Majority of the total number of Directors constitutes
a quorum to transact business. Any decision or
action taken by the majority members of the Board
of Directors in a meeting duly assembled shall be a
valid cooperative act
2. Board of Directors’ Meeting
Before the meeting, it is important to ensure
that they are justified before committing,
time, effort, and other costs involved.
Consider what are the purposes of the
• To exchange information
• To monitor progress on performance
• To deal with specific problems
• To brainstorm issues
• To develop future plans
Order of Business
• Refers to the agreed sequence in which items
in the agenda will come before the meeting.
• As a rule, the Order of Business cannot be
arbitrarily re-arranged without making a
formal motion to this effect and duly approved
by the body.
The general principles for holding successful
and productive meetings are valid for all types
of meetings, whether traditional, face-to-face,
or electronically linked.
Effective meetings can:
• Provide swift and productive communication
between a number of people
• Be a successful decision-making instrument
• Enhance the motivation & communication of a
Separate creative, analytical meetings from
the routinary meetings. Creative meetings
need a more relaxed timetable and
atmosphere. It is hard to switch from the
routine to creative and vice versa. Decide
who could participate in creative meetings
neither too many or few, only those who can
Creative & Routinary Meetings
The chairman and secretary should
have a firm grasp of both the conduct
of meetings and functions of the Board.
Without a simple but consistently
observed procedure, board work
become chaotic, decisions are queried,
discussions are re-opened after they
had closed and members complain that
their views have been ignored.
Conduct of Meeting
Actors in the Meeting
1. The Presiding Officer (PO)
2. The Secretary
3. The Members
• Prepares the agenda;
• Calls the meeting to order;
• Keeps the meeting to its Order of
• Recognizes the Speaker;
• Enforces good decorum;
• Declares recess or adjournment;
• Handles discussion in an orderly way;
• Joins the discussion ONLY when
he/she relinquishes or steps down as
the presiding officer.
The Presiding Officer
• Keeps an accurate record of what transpired in each meeting (minutes
• Keeps an up-to-date Roll of Members;
• Should have at least two (2) log book, one for the minutes and
another for the attendance;
• Notifies the members of the schedule of meetings;
• Prepares an agenda together with the PO;
• Keeps a permanent record of all approved resolutions, policies,
minutes & agenda.
• Comes early for the meeting as presence
is needed to determine quorum;
• Prepares report if assigned to present;
• Speaks only when recognized by the PO;
• Addresses the discussions to the PO;
• Avoids the use of personalities or
insulting words during discussions;
• Share ideas during meetings not after.
All meetings should be announced in
advance with the following information:
• notice of meeting & agenda
• current financial statements
• a list of new member
• a list of applications for
withdrawal from membership
• major recommendations and
Choose the date, starting &
finishing time and place.
Having a definite finish time
helps concentration and may
help to avoid time consuming
digressions. Make sure the
data and time is suitable for all
Set the agenda. For each item
clarify the objective and who will
lead the discussion. Construct a
timetable so that important items
do not get squeezed out and lesser
items do not absorb a
misappropriate amount of time
1. Start Promptly
2. Always start the meeting
with a prayer
3. Call to order by the
4. Determination of Quorum
Order of Business
3. Approval of the agenda
4. Reading, consideration and approval of the
minutes of the previous meeting
5. Matters or Business Arising From the Previous
Minutes of Meeting
6. Presentation and acceptance of the reports of
7. Unfinished business
8. New business
(Section 7 Article III Administration)
“The meeting will please come to order”.
1. Call to Order
The Presiding Officer stands and say:
If the meeting has been called specially, he should also
briefly state the purpose of the meeting or
why it has been called.
2. Roll Call of Members
Present/determination of quorum
The secretary verifies which of the
members are present by reading their
names out from the attendance sheet.
Quorum is determined by those who are
present vis-à-vis the by-laws provision.
3. Approval of the Agenda
• When the meeting starts, the PO should ask if anyone has
items to be included in the agenda.
After these have been added, the PO should call for a motion
to adopt the agenda. A member should say, “ I move that the
agenda be adopted.” A second is required.
• A simple majority vote restricts the business of the meeting to
the items listed on the agenda.
• After the agenda has been adopted, it takes a two-thirds
majority vote to change it.
Present objectives as well as the agenda
of the meeting. Introduce each agenda
with emphasis on the objectives
Distribution of minutes by Sec
- the concept of Debate/Decide
4. Reading, consideration and approval of the minutes of
the previous meeting
These are read by the secretary and are then
open for corrections.
If correct, the presiding officer may say:
“The minutes stand approved as read
(or as corrected)”.
5. Matters or Business Arising From the Previous
Minutes of Meeting
• Opportunity for problems or questions from a previous
meeting to be discussed.
• Any item in the minutes of the previous meeting that
still needs further discussion or updating as to its status
should receive attention.
6. Presentation and Acceptance of the Reports
of the Officers
• Reports are generally for information only.
However, reports with recommendations to be
implemented require a motion “to adopt” or
“to accept” it especially when it is to be issued
or published in the name of the organization.
• It is common that the reporting member end by
making a motion if there is a specific
recommendation for action.
7. Unfinished Business
It may include:
• any matter that was pending when the
previous meeting adjourned;
• any matter on the previous meeting’s agenda
that were not reached; or
• matters that were postponed to the present
8. New Business
• Items listed under “new business” will be
discussed in the order they appear on the
• Items not on the agenda cannot be discussed
unless the agenda is amended.
• Amending the agenda requires a motion, a
second, and a two-thirds (2/3) vote.
Business arising from the minutes
- There is always a chance in your
previous meeting that there were unfinished
business. It depends to the culture of the
- The Chair should not argue – The Chair
is supposedly neutral. If the Chair argue,
then he is not neutral anymore.
• The Presiding Officer should call on people to
make announcements in the order listed on
• Strictly speaking, if the item is not on the
agenda, the person should not be allowed to
make an announcement.
• The meeting ends but only after vote to
adjourn is taken and announcement by the
presiding officer that the meeting is
• Once the motion is made and seconded,
the presiding officer can ask,
“Is there any objection to adjourning the meeting?
Hearing no objection, the meeting is adjourned.”
The Chairman should be careful in giving those
with different views the fullest opportunity to
express them. Balance contributions on
Keep control of the time
BOD should not raise a difficult
or controversial proposal
suddenly or raising a proposal
when the principal opponents
are absent from the meeting.
Surprises are good for parties
not good for management.
As far as possible, the
chairman will try to get the BOD
to arrive at a unanimous
decision or at least one in
which the minority
spontaneously agrees to adopt
the majority view
The BOD will vote first
on the amendment, if
accepted becomes the
decision of the meeting.
If it is rejected, the BOD
must vote on the
If, in either case, the
votes for and against
are equal, the Chairman
can settle be giving a
Votes and Voting
In the general assembly, 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
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.
1. Majority Vote – one half plus one of the legal votes cast.
2. Percentage Vote – the proportion of a certain whole, for
example, two-thirds of the legal votes cast or three-fourths of
the members present.
3. Plurality vote – It is the number of votes that a winning
candidate or proposition has over the closest rival although it
may not constitute a majority vote.
4. Tie Vote – occurs when two or more candidates or propositions
each receive the same number of highest vote thus creating a
5. Unanimous Vote – results when a candidate or a proposition
obtains the total number of legal or valid votes cast.
Five Kinds of Votes
TRY TO AVOID
1. Taking notes as you are the leader and may also be a key
2. Losing your temper (temper your temper)
3. Allowing participants to get involved in purely personal
4. Talking too much for too long
5. Insisting on having the last word
6. Talking first, except to introduce a topic
7. Consider diverse views
A written record known as
minutes should be kept of all
board meetings. Minutes are
very important, as the recorded
decisions of the BOD are the
AUTHORITY on which the
manager of the society acts like:
when money is invested, new
positions are opened for more
Without written authority the
actions might be
questioned, and if the
decision turned out to be a
bad one, the BOD might
disclaim the responsibility
What to INCLUDE:
• The kind of meeting
• The name of the organization
• Date, Time and Location of the meeting
• Name of Chairperson and Secretary
• Names of Attendees
• Record action on the minutes from the last
• The secretary is responsible for the minutes of an
• Minutes are written record of the meetings.
• Accurate minutes are of vital importance as they
constitute permanent records or proposals, decision,
• Minutes are legal record of the meetings.
• Minutes should be written as concisely as possible.
What to include:
• The exact wordings of the main motions that
were voted on, if the motion passed or failed,
and the name of the person who made the
motion and seconded.
• If the vote was counted, the count should be
reflected in the minutes.
• Any notice that was given at the meeting-
required for amendments to the by-laws.
What to include:
• Points of order and appeals.
• Committee reports are to include the
committee name, person providing the
report. If a printed report is distributed it
should be attached to the minutes and
noted as such.
• The time of adjournment.
What to LEAVE OUT:
• Opinion and flowery language
• Judgmental phrases
• The actual discussion – remember we are
recording what was done (results, agreements),
not what was said (statements, process).
• Motions that were withdrawn
• Detail of reports
• RESULT – expectation of members
- represents the members
and protect the interest of
LOOK AFTER THEIR WELFARE
a leader should know very well their
members and should positively act on their
problems. If leader neglects their welfare, their
loyalty and interest will decline
Make sound and timely decisions
The ability to make rapid estimate of
the situation, arrive a sound decision
and announce decision in the correct
form of order at the proper time is
essential to a leader. For any
situation that may arise the leader
should be able to act logically.
Administrative Matters First
5. Deal with administrative items such
as: Introduction of any newcomers,
expressions of congratulations, thanks,
good wishes, condolences, apologies
receives from absentees, domestic
arrangement, breaks, expected finish
Motion is a proposal that the entire membership
take action or a stand on an issue. Individual
1. Call to order
2. Second motions
3. Debate motions
4. Vote on motions
Point of Inquiry? Chair will ask “What is your point
Violation of the order of business or Change course
of the business Raise “POINT OF ORDER”
1. A member request recognition
2. The member is recognize by the chair
3. The motion is made
4. The motion is seconded
5. The chair states the motion and asks for
objections, comments or questions
6. Debate is held
7. The chair puts the question to vote
8. The chair announces the vote
How a Motion is made?
Report of GM – The most substantial
tells you what happen so far in the
coop’s operation. The Chair ask
recommendations for his actions
Reports of the standing committees –
Acts on the recommendation of the
When somebody is making
recommendation, ask for
comments. If there is no
comment. The Chair will declare
that the recommendations be
approved. With comment – the
Chair will allow debates, listen to
both side. Until the Chair feel that
the matter are sufficiently discuss.
Then he can now divide the
Many Presiding Officers (POs) had
the tendency to talk all the time,
becoming their advocacy.
NO! If the Chair wants to give
inputs then he calls the VC to
preside till the time the matters
being discussed have been
addressed. The Chair says “ the
VC had acted upon the matter,
so I am now assuming the Chair.
MAXIMIZE OUTPUT. Technology of participation.
We want to maximize output because we want to:
INNOVATE – idea generation and solve problem.
Some members of the Board are talkative/silent.
How do we get silent people to participate?
Agenda – Increase Volume of Business
Provide papers. Ask them to write 3 ideas on
the agenda. Capture everybody’s idea. Come
up with the presentation of ideas. Divide the
group into 2 so that there will be sharing of
ideas. Come up with the presentation of ideas.
Prioritize ideas and act on it.
Encourage the shy and
restrain the verbose and
Allow only one discussion
topic at a time.
Employ visual aids where
they may help people to
make their points
On members speaking at the
same time – recognize one
person at a time
Rejection on the approved
decision – Open for comment.
Disagree without being
Summarize at intervals
At the last part of the meeting – The
Secretary is requested by the Chair
to announce resolutions approved
or action points agreed upon you
Ask a motion for adjournment
Thank every one for their contribution.
Conclude firmly & tidily
After the meeting:
1. Request the secretary to write down
immediately decisions taken, the tasks
agreed with person responsible for action
and the dates by which action should be
2. Distribute the note to all participants and to
others as appropriate
3. Monitor the progress of subsequent action.
Minutes should be certified true and correct
by the Secretary and attested by the
•Andres Felipe Camargo Benavides & Michel Ehrenhard (2021).
Rediscovering the Cooperative Enterprise: A Systematic Review of
Current Topics and Avenues for Future Research | SpringerLink
Santiaguel, Emmanuel (2021) Governance Issues in Cooperatives
Slide 1 (cda.gov.ph)
Basilia (2019. Cooperative Governance
• Shaw, Linda. 2006. Overview of Corporate Governance Issues for Co-
• UNESCAP (2009). What is Good Governance.