minutes of the 11th aga - providersmpc.coopprovidersmpc.coop/downloads/2019/minutes-11th-aga.pdf ·...

PROVIDERS Multi-Purpose Cooperative

1 AH26, Magsaysay, Naguilian, Isabela CDA Registration No. 9520-02002909

Website: providersmpc.coop Email add: [email protected]

Marie Dee B. Belagan Olivia T. Cureg Maria A. Magaoay Charito Rosario O. Aggabao Cecilia C. Racimo Chairperson Vice Chairperson BOD Member BOD Member BOD Member

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General Assembly (GA)

Minutes of the 11thAnnual General Assembly

Sunday, May 5, 2019

Part 1

7:00 AM to 12:00 NN

Registration All members Assembly and parade Officers, employees and Guest speaker Prayer Video presentation National anthem and Isabela hymn Video presentation PMPC March General Assembly Welcome address ACEO Ma. Arleen L. Nahpadan Introduction of the Guest Speaker Director Charito Rosario O. Aggabao Message of the Guest Speaker Mr. Oscar B. Abadu Jr., Area Vice President Philippine Health Insurance Corporation (PHIC) Awarding of Plaque of Appreciation Unveiling of No Balance Billing and Fixed Co-pay

program of the Providers MPC Medical Center Signing of Memorandum of Agreement for the

implementation of the No Balance Billing and Fixed Co-pay program

Message of the Chairperson Chairperson Marie Dee B. Belagan Tribute video for Director Cecilia C. Racimo

Retiring member of BOD Awarding of Plaque of Recognition Members Education Forum

Launching of Kaya Payment app Mr. Leo P. Tagari Jr. of NATCCO Kaya PhilHealth membership registration Mr. Alexander A. Arellano of PHIC RO2 Providers Foods ADM BDD Bernadette Gay D. Cano of Providers MPC Personal Collection Ms. Mieshel A. Cabrales of Personal Collection Loan Products and Services ADM LSOD Mark Dominick D. Pauig of Providers MPC

PMPC Informercial Video presentation Intermission number PMPC Dance troupe Lunch break

Part 2

1:00 PM to 4:30 PM

General Assembly Proper

1. Call to Order

The meeting was called to order by the Presiding Officer, Chairperson Marie Dee B. Belagan at 1:00 in the afternoon.

2. Cooperative pledge

The members recited the Cooperative Pledge led by Treasurer Nancy C. Clave.





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3. Proof of Due Notice and Roll Call

The Secretary informed the Presiding Officer that notices of the Annual General Assembly (AGA) dated April 5, 2019 were sent through text message and posted to the PMPC website, Facebook page and print ads. She informed the Presiding Officer that of the 4,151 regular members, 2,502 have been identified as members in good standing of which a total of 1,708 are present as manifested in the attendance sheets.

4. Declaration of presence of quorum

The Presiding Officer announced that obtaining the attendance of 1,708 or 68% of the regular members in good standing represents more than two-thirds (2/3) of the total number of regular members in good standing sufficient to transact business. Thus, she ordered that the meeting shall proceed.

5. Approval of the Order of Business

The Presiding Officer presented the Order of Business (OB) and asked for any addition or modification on the OB. Mr. Lyndell R. Manzano moved for the approval of the OB which was duly seconded. The Presiding Officer announced the approval of the OB as presented.

GA Resolution No. 2019-05.05-001

6. Reading and approval of the minutes of previous annual general assembly

Before the Board Secretary read the minutes of previous general assembly meeting, Ms. Kristina E. Pasuquin moved to dispense the reading of the minutes of previous meeting dated April 8, 2018 to give priority to more important businesses. The motion was duly seconded by the members and therefore approved by the Presiding Officer. The Presiding Officer asked for any correction on the Minutes of previous GA meeting. Hearing none, she asked for a motion to approved. Mr. Mark Dominick D. Pauig moved for the approval of the Minutes of previous GA meeting which was duly seconded. No further discussion ensued, thus the Chairperson announced the same as approved as presented in the Annual Report. The Presiding Officer also requested the Board Secretary to report the status of implementation of 2018 GA resolutions.

The Board Secretary reported the status of implementation of 2018 GA resolutions. Out of five (5) GA resolutions approved by the GA, four (4) were fully implemented, and one (1) was not implemented, as shown below:

Date GA Resolution No.

Subject Status

April 8, 2018 General Assembly Resolution No. 01

Resolution for the confirmation of the acts of the Board of Directors and acceptance of the audited financial statements

Implemented


Resolution for the confirmation of the allocation of net surplus

Implemented


Resolution for the approval of the CY 2018 annual budget

Implemented


Resolution for the approval of CY 2018 annual plan Implemented


Resolution recommending to the General Assembly the engagement of Audit services of Ms. Teresita C. Flores as External Auditor

Not implemented due to non-renewal of the CDA

accreditation of Ms. Flores





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The Chairperson informed the GA that the BOD resorted to contract the audit services of Mr. Charlito P. Pascual as External Auditor, in lieu of Ms. Flores. Director Maria A. Magaoay moved to confirm the act of the Board on the matter which was duly seconded. No further discussion on the matter ensued, thus the Presiding Officer declared the act of the Board as confirmed by the GA.


7. Report of Board of Directors

Director Maria A. Magaoay presented the report of the Board of Directors for CY 2018. The following accomplishments were emphasized: 7.1. Board of Directors’ responsibility for the direction of PMPC’s businesses and services through ensuring

proper management guidance towards the realization of best results. 7.2. 19 regular meetings and 19 special meetings and management briefings were conducted for the year

2018. 7.3. Adoption of 228 Board Resolutions for enhancement in each of areas of focus wherein 210 were fully

implemented, 11 were partially implemented and 7 were unimplemented. 7.4. Amendment of PMPC Policies and Procedures Manual, its 4th Edition, consisting of 534 pages with the

objective of streamlining particular processes according to a set routine and sound management practice. 7.5. Conducted review and evaluation of the PMPC performance on lending operation, health services, agri-

crop production and marketing, Providers Foods and transport services. 7.6. Undertaken significant review of the policies and procedures of the Providers Medical Center. 7.7. Proper coordination with the Medical Director to modernize hospital equipment and other logistics were

completed. 7.8. The work of the Chairman of the Board throughout the fiscal year 2018 has been positively valued by the

members of the Board of Directors, highlighting her outstanding performance as well as her efforts in preserving the independence of the Board of Directors and aligning the Cooperative interest with shareholders’ interest.

7.9. Continues direction for the implementation of PMPC’s long-term strategic plan and promote an agenda on “Healthy Life for Stability and Success” to achieve inclusive growth in all PMPC operations.

7.10. Recommend to the General Assembly the allocation of P41.58 million for members’ interest on share capital and p17.82 million for patronage refund

7.11. Commitment to give the best returns to contributing members through Interest on share capital and patronage refunds to those who patronized the Coop businesses and services has been maintained for eleven (11) years.

7.12. Members Benefits and Other Fund has a cumulative fund of P17.28 Million. 7.13. PMPC paid members’ damayan benefits totaling to P0.537 Million. 7.14. Identified ways to improve the cooperative members benefits. 7.15. Adoption of resolution to expand members’ benefits so that a member may have some amount to

receive as retirement benefit at the right time through the establishment of PMPC Mutual Benefit Association.

7.16. PMPC’s digitalization that helped the management to easily cope up with the rise of digital marketing, customer service, healthcare and the growing digitalization of government.

7.17. Evaluation of Digitalized the Coop’s management information system through adoption of Cloud-based instafin, Comlogik Hospital information system for PMC and “Kaya” payment platform.





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Director Magaoay cited the challenges and opportunities on cooperative’s role on health through the Providers MPC Medical Center, launching of the PMC Dialysis Unit, implementation by the Government of the Universal Healthcare Law and the Providers Real Estate program. She informed the GA of the BODs commitment to value quality assurance on cooperative services, promote agenda of “healthy life toward stability and success” and ensure unimpaired soundness taking full responsibility of their actions. Lastly, Director Magaoay acknowledged that the BOD effectiveness is due to the mutually respectful relationships with the 12,770 members of the cooperative and the cooperative success is made possible through the hard work, diligence and commitment of the 195 officers and employees. Director Magaoay moved for the acceptance of the report of the BOD which was duly seconded by the general assembly.The Presiding Officer asked for any question on the report. Hearing none, she announced its acceptance. GA Resolution No. 2019-05.05-003 After which, a walk through video of the Providers City was presented. After the video presentation, Ms. Malou R. Dela Cruz of Tuguegarao City, Cagayan asked the BOD if only members may avail the home loan. The Presiding Officer explained that members and prospect members may avail home loan. She also emphasized that any member who has at least two (2) hectares of lot located along the national highway may subject their property for development as subdivision project of the cooperative under the Providers and Members Partnership Program (PMPP). She added that the lot shall serve as equity of the member.

8. Report of Committees

8.1. Audit Committee (AC) AC Chair Khristian Dalle C. Buguina presented to the general assembly the report of the AC, as follows: 8.1.1. Conducted monitoring and follow-up of previously identified audit findings and recommendations. 8.1.2. Made recommendations for the loan application process of PTS to expedite approval. 8.1.3. Reviewed accounting of retrieved tricycle units. 8.1.4. Identified common reasons for non-payment of tricycles. 8.1.5. Reviewed interest expense on time deposits. 8.1.6. Assisted the management in setting prices of hospital charges. 8.1.7. Ascertain fairness radiology pricelist as per doctors' and BOD's agreement. 8.1.8. Work-around pricelist for radiology to reduce manual computation. 8.1.9. Made a template for radiology for a more convenient and accurate PF computation. 8.1.10. Revisited and adjusted radiology prices to prevent loss. 8.1.11. Analyzed the tie-up between the PMC Laboratory and a supplier to save costs. 8.1.12. Conducted inventory count of PMC property, equipment medicines and supplies. AC Chair Buguina moved for the acceptance of the report of the Audit committee which was duly seconded by the general assembly. The Presiding Officer asked for any question on the report.





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In relation to item 8.1.5., Mr. Henry A. Pagulayan of Cauayan City, Isabela asked if there is any fluctuation on deposits interest rate. AC Chair Buguina explained that the interest rate on deposits remains the same within the duration of the deposit agreement. He added that Interest rate is based on the interest rate that was stated in the time deposit agreement with the member. Mr. Pagulayan expressed his gratitude for the clear answer to his question. Hearing no further question, the Presiding Officer announced the acceptance of the AC Report as presented. GA Resolution No. 2019-05.05-004

8.2. Election Committee (Elecom) Elecom Chair Rosalinda A. Magaoay presented to the GA the accomplishment report of the election committee, as follows: 8.2.1. Identified and informed members of the vacant positions 8.2.2. Presented the nine (9) candidates to the General Assembly. 8.2.3. Decided election rules regarding the three (3) unopposed BOD candidates, 3 audit committee, and

3 Election committee. 8.2.4. Proclaimed the nine(9) winning candidates. 8.2.5. Presented the 3 Board of Directors, 3 members of audit committee, and 3 members of Election

committee. Elecom Chair Magaoay moved for the acceptance of the report of the Election committee which was duly seconded by the general assembly. The Presiding Officer asked for any question or discussion. Hearing none, she announced its acceptance as presented. GA Resolution No. 2019-05.05-005

8.3. Ethics Committee Atty. Elmer C. Labog presented to the general assembly the report of the Ethics committee. He explained that the report of the ethics committee is brief to protect the confidentiality of the members involved. Report are as follows: 8.3.1. Monitored the implementation of the code of ethics and recommend measures to the BOD to

address gap, if any. 8.3.2. Monitored the issuance of memos by the ACEO to employees who committed offenses and the

implementation of disciplinary actions. 8.3.3. Conducted initial inquiry upon receipt of complaint. 8.3.4. Submitted report to the BOD. Atty. Labog moved for the acceptance of the report of the ethics committee which was duly seconded by the general assembly. The Presiding Officer asked for any question. Hearing none, she announced its acceptance as presented. GA Resolution No. 2019-05.05-006

8.4. Education and Training Committee (ETC) Vice Chairperson Olivia T. Cureg presented the report of the ETC with emphasis on the following: 8.4.1. Prepared and submitted training program calendar for the CY 2018





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8.4.2. Sent 86 PMPC officers and staff to attend the nine (9) trainings and seminars for cooperative enhancement both local and international.

8.4.3. Sent 214 PMC employees to attend ten (10) trainings and seminars related to hospital operations 8.4.4. Invite resource persons to conduct five (5) trainings which was attended by 159 participants 8.4.5. Attendance General Assembly to five (5) federations consisting of 15 participants. 8.4.6. Attendance to IPCDC meetings 8.4.7. Attendance to MMG Monthly Collegial Management Meeting 8.4.8. Conducted regular PMES at PMPC offices 8.4.9. Maintained a directory of training specialist from different coop-related institutions whom we can

invite as resource person Vice Chairperson Cureg moved for the acceptance of the report of the ETC which was duly seconded by the general assembly. The Presiding Officer asked for any question on the ETC report. Hearing none, she announced its acceptance as presented in the Annual Report. GA Resolution No. 2019-05.05-007

8.5. Gender and Development (GAD) Committee

Director Charito Rosario O. Aggabao presented to the general assembly the report of the GAD committee with emphasis on the following: 8.5.1. Recognized the importance of analyzing social and economic factors that bring about gender

inequality in the cooperative and the community. Sustainable development relies on ending discrimination and providing equal opportunities empowering both men and women.

8.5.2. Focused on members/clienteles for the empowerment of the members and care for the less fortunate members and the community.

8.5.3. Sighted equal opportunities and privileges of PMPC Officers and Employees 8.5.4. Emphasized that Empowerment and Gender Development is very much evident in the cooperative.

Officers and employees continue to strive, value and recognize the importance of continuous education, thus, enrolling to graduate schools and other courses and appreciate that they are being sent to various seminars and trainings.

Director Aggabao moved for the acceptance of the report of the GAD committee which was duly seconded by the general assembly. The Presiding Officer asked for any question on the GAD committee report. Hearing none, she announced its acceptance as presented. GA Resolution No. 2019-05.05-008

9. Report to Shareholders by the Chief Executive Officer (CEO)

Acting CEO Ma. Arleen L. Nahpadan presented to the general assembly the report to shareholders with emphasis on the following: 9.1. It was a year of resilience having able to established a 92 bed Providers Medical Center in a span of less

than two (2) years. 9.2. It was also a year when the implemented a cloud-based computerized management and information

systems. 9.3. The net surplus increased to P77.14 million by 34% from P57.66 million of previous year. 9.4. The total assets of P2.06 billion as of December 31, 2018 increased by 42% compared with CY 2017 of

P1.45 billion.





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9.5. With the increase in reserve funds, total equity increased to P630.33 million by 43% compared with P440.95 million in 2017. The Paid-up capital amounting to P592.47 million represents 94% of the total equity.

9.6. The management is fully committed to making things worth the trust and serving our members right which is a long term effort --- one requiring commitment, cooperation, unity, patience, and determination.

9.7. Adopting a culture of administrative efficiency and through the guidance of the Board of Directors, nothing is impossible for PMPC to continue being a world-class cooperative. Through the Divine intervention, we claim a very blessed 11 years and more years to come.

Acting CEO Nahpadan moved for the acceptance of the report to shareholders which was duly seconded by the general assembly. The Presiding Officer asked for any question on the report. Mr. Michael T. Baquiran asked for clarification of the one (1) year health premium and special loan that was stated in the members statement of accounts(SOA). The Acting CEO stated that the matter pertains to the Family Hospitalization Plan which was implemented by virtue of a Board Resolution. She requested the Chairperson to explain the Board resolution on the matter. The Chairperson explained that the one (1) year Family hospitalization plan is in the form of members benefit extended to qualified members. That for year 2018, some portion of the Interest on share capital have been declared as a stock dividends in line with the recommendation of the Land Bank of the Philippines to increase the paid-up capital of PMPC. She added that, it should be noted that in the members SOA, there is an increase in capital share representing the stock dividends. At year-end, since the IOSC allocation is yet to be confirmed by the GA, for accounting purposes, a special loan was booked up to be settled upon confirmation of the IOSC allocation by the GA. No further question was raised by Mr. Baquiran. Mr. Jackson U. Valdez of Gattaran, Cagayan made a follow up question regarding the one (1) year health premium on why the cooperative is mandating all members to avail the said product. He positioned that the hospitalization plan is a duplication of the PhilHealth coverage and that decision pertaining to IOSC shall be first referred to the GA. The Presiding Officer reiterated that it is a members’ benefit granted only to qualified members which is in line with this year’s GA theme “Healthy life for stability and success.” She added that it is the BODs duty to decide on which benefits shall be given to members which they believe is beneficial to the majority. As to the declaration of stock dividends, she mentioned the provision of the PMPC By-laws which is quoted below:

“Article VII. Capital Structure Section 4. Revolving Capital. To strengthen the capital structure of the Cooperative, the general assembly may authorize the Board of Directors to raise a revolving capital by deferring the payment of patronage refunds and interest on share capital, or such other schemes as may be legally adopted. To implement this provision, the Board of Directors shall issue a Revolving Capital Certificate with serial number, name, rate of interest, date of retirement and such other rights and privileges or restrictions as may be deemed just and equitable.”

Ms. Annette T. Cabauatan of Peñablanca, Cagayan also asked for clarification why they are being deducted insurance twice a year every renewal where in fact it should cover one whole year. The Presiding Officer explained that the deduction for insurance premium is twice a year but on a prorated basis, hence there is no double charging.





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Ms. Gemma B. Tamargo also inquired on the age of family member dependent qualified to avail the members benefit- family hospitalization (MBFH). The ACEO answered that there is no age limit for legal spouse and for the members child/children, he/she must be 18 years old and below. The Chairperson corrected that both spouses may be covered only up to exit age 65. In this case, the member has the option to keep his stock dividends with the coop. However, the insurance coverage cease upon attainment of age 75, half coverage for age 65 to 75. Mr. Henry A. Pagulayan also asked about the 10% retention on IOSC. The Presiding Officer explained that 10% is being retained from the IOSC to build up a member’s share capital. She further explained that build-up of capital is through retention of 3% for lending and deposit services and 10% from employees’ salaries and doctor’s professional fees. Ms. Elvira G. De Leon of Echague, Isabela also asked for clarification that as presented during the members education forum, a salary loan is different from bonus loan. But why is it that during availment of bonus loan, it is being added to the salary loan. The Presiding Officer clarified that salary loan is actually different from bonus loan and there is another loan product called consolidated loan consisting of salary and bonus loan. She added that, in most cases, members opted to maximize the allowable limit of P250,000.00. Considering that the net take home pay of P5,000.00 can not sufficiently cover the allowable limit of P250,000.00, members tend to include the13th and 14th month pay or the bonuses. The Presiding Officer further stated that she believed PMPC employees are diligent and she is confident that they are efficiently explaining and adequately counseling members about the loan transaction. After loan counseling, members are required to sign the Disclosure Statement as an acknowledgement of understanding to the loan transaction. Ms. Floraida B. Pangan of Tuao, Cagayan also requested to the BOD to consider lowering the interest rate for salary loan to be the same with the agricultural loan considering that DepEd employees also secure their loans with their ATM cards. The Presiding Officer noted the request. She further explained that agricultural loan is a secured loan unlike salary loan that the only security is the ATM card of the member. The Presiding Officer also explained that increase in borrowing rate of the cooperative from creditors has the effect of the same increase in lending pass on rate to members.

With the belief that the above questions have been adequately address and in order to have time for more pressing concerns, the Presiding Officer limited entertaining repetitive questions. She announced the acceptance of the ACEO report to the shareholders.


10. Presentation and approval of proposed GA resolutions

The Presiding Officer mentioned that there are five (5) proposed resolutions to be addressed in the meeting. She informed the members that the business transaction shall not be limited to the 5 proposed resolutions. She encouraged everybody to voice out concerns for this is the moment to address them and also encouraged that everyone will actively participate in the meeting. The following proposed resolutions have been presented by the members of the BOD:





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10.1. Proposed CY 2019 Annual Budget Director Charito Rosario O. Aggabao presented the proposed CY 2019 Annual Budget, summarized as follows:

No. Particulars Amount I Projected interest on share capital

P 60,880,230.01

II Projected net surplus

112,973,468.32 III Projected gross revenues

280,370,022.75

IV Projected operating expense

167,396,554.43 V Project equity

194,854,200.00

VI Capital outlay

92,547,100.00 VII Community development fund

3,389,204.05

VIII Education and training fund

3,389,204.05 IX Projected sources of funds

1,036,471,694.46

Director Aggabao moved for the approval of the CY 2019 Annual Budget as presented which was duly seconded by the general assembly. Hearing no question on the presented budget, the Presiding Officer announced its approval as presented GA Resolution No. 2019-05.05-010

10.2. Proposed amendments to the Articles of Cooperation and By-laws Director Aggabao also presented to the general assembly the proposed amendments to the articles of cooperation and by-laws, as follows:

Articles of Cooperation

From To

ARTICLE II PURPOSE/S

That the purpose/s for which this Cooperative is

organized are, as follows: 1 to 58.

ARTICLE II

PURPOSE/S

That the purpose/s for which this Cooperative is organized are, as follows: 1 to 58. 59. include as Training provider

By-Laws

From To

ARTICLE II. MEMBERSHIP

Section 6. Minimum Share Capital Subscription. Regular membership. Associate Membership. An applicant for associate membership shall subscribe at least ten (10) Preferred Share/s and pay the value of at least five (5) share/s upon approval of his membership.

ARTICLE II.

MEMBERSHIP

Section 6. Minimum Share Capital Subscription. Regular membership. Associate Membership. An applicant for associate membership shall subscribe at least eighteen (18) Preferred Share/s and pay the value of at least five (5) share/s upon approval of his membership.





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From To

ARTICLE III ADMINISTRATION

Section 6. Notice of Meeting. All notices of meetings shall be in writing and the date, time and place thereof stated therein. Regular General Assembly Meeting. The Secretary shall serve notice of annual regular general assembly meeting personally or his duly authorized representative or by registered mail upon each member at his last known postal address at least two (2) weeks 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.

ARTICLE III

ADMINISTRATION

Section 6. Notice of Meeting. All notices of meetings shall be in writing and the date, time and place thereof stated therein. Regular General Assembly Meeting. The Secretary shall serve notice of annual regular general assembly meeting personally or his duly authorized representative or by registered mail upon each member at his last known postal address at least two (2) weeks before the said meeting or to be sent through short message service (SMS), electronic mail or by posting in the PMPC website or Facebook page. 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.

Section 10. 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 owned. Election or removal of Directors and Committee members shall be by secret ballot. Action on all other 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.

Section 10. 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 owned. Election or removal of Directors and Committee members shall be by secret ballot. Action on all other matters shall be in any manner that will truly and correctly reflect the will of the membership. Proxy and/or cumulative voting shall be allowed.

ARTICLE VI OFFICERS AND MANAGEMENT STAFF OF THE

COOPERATIVE

Section 4. Qualification of the Chief Executive Officer. No person shall be appointed to the position of Chief Executive Officer unless he/she possesses the following qualifications and none of the disqualifications herein enumerated: b) He must have at least two (2) years experience in the

operations of Cooperative or related business;

Section 6. Accountant. Section 7. Duties of the Accountant. The Accountant of the Cooperative, who shall be under supervision and control of the Chief Executive Officer shall:

ARTICLE VI

OFFICERS AND MANAGEMENT STAFF OF THE COOPERATIVE

Section 4. Qualification of the Chief Executive Officer. No person shall be appointed to the position of Chief Executive Officer unless he/she possesses the following qualifications and none of the disqualifications herein enumerated: b) He/she must have at least two (2)five (5) years

experience in the operations of Cooperative or related business;

Section 6. Accountant. Department Manager of Planning, Budget and Accounts Department (DM-PBAD) Section 7. Duties of the Accountant. DM-PBAD The Accountant DM-PBAD of the Cooperative, who shall be under supervision and control of the Chief Executive Officer shall:





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From To

ARTICLE VII CAPITAL STRUCTURE

Section 7. Transfer of Shares. The Cooperative shall have the first option to buy any share offered for sale. The amount to be paid for such shares shall be the par value or book value, whichever is lower. If the Cooperative is not in a position or refuses to purchase such shares, the member shall have the right to sell them to any person eligible for membership in the Cooperative. No member may transfer his shares or interests in the Cooperative or any part thereof, unless: a) He has held such shares or interest for at least one

year; b) The transfer is made to a member of the

Cooperative or to a person who falls within the field of membership of the Cooperative, and that said person is acceptable to the cooperative; and

c) The Board of Directors has approved such transfer. The transfer of shares shall not be binding to the Cooperative until such transfer has been registered in the share and transfer book. No transfer shall be completed until the old certificates shall have been

ARTICLE VII

CAPITAL STRUCTURE

Section 7. Transfer of Shares. The Cooperative shall have the first option to buy any share offered for sale. The amount to be paid for such shares shall be the par value or book value, whichever is lower. If the Cooperative is not in a position or refuses to purchase such shares, the member shall have the right to sell them to any person eligible for membership in the Cooperative. his shares in part or in whole only to a PMPC regular member who is qualified to buy such shares. No member may transfer his shares or interests in the Cooperative or any part thereof, unless: a) He has held such shares or interest for at least one

year; b) The transfer is made to a member of the Cooperative

or to a person who falls within the field of membership of the Cooperative, and that said person is acceptable to the cooperative; and

c) The Board of Directors has approved such transfer in accordance with the guidelines.

Only regular members who have been a PMPC member for three (3) years and above may be qualified to buy and assumes the rights and privileges of the member selling such share. A member who withdraws or assigns his shares shall be charged a service fee of P100.00. Members may transfer share capital to his/her spouse or relatives within the fourth degree of consanguinity. A service fee equivalent to 3% of the value of shares transferred shall be charged. Treasury shares – Common - in the event that there is no member who is a spouse of a member or a relative within the fourth degree of consanguinity, PMPC may have the option to buy a member’s common share/s to be held in Treasury. Treasury shares – Preferred - in the event that there is no member who is a spouse of a member or a relative within the fourth degree of consanguinity, PMPC may have the option to buy a member’s preferred share/s to be held in Treasury. A member may be allowed only to sell the shares which are not assigned as collateral to a back-to-back loan. The transfer of shares shall not be binding to the Cooperative until such transfer has been registered in the share and transfer book. No transfer shall be completed until the old certificates shall have been endorsed and





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From To endorsed and surrendered to the Cooperative and a new certificate is issued in the name of the member-transferee. If the last transferee is not a member but qualified to be a member, he shall be required to pay the membership fee and a transfer fee of one hundred pesos P100.00. In case of lost or destroyed share certificate, the Board of Directors may issue a replacement after the owner thereof has executed a sworn affidavit in triplicate, setting forth the following: a) Circumstances as to how, when and where said

certificate was lost or destroyed; b) The serial number of the certificate; and the number

of shares it represents; and c) The lost or destroyed certificate has never been

transferred, sold or endorsed to any third party, and that should the same be found, the owner shall surrender it to the Cooperative. Any false representation or statement made in the aforesaid affidavit shall be a ground for expulsion from the Cooperative.

surrendered to the Cooperative and a new certificate is issued in the name of the member-transferee. If the last transferee is not a member but qualified to be a member, he shall be required to pay the membership fee and a transfer fee of one hundred pesos P100.00. In case of lost or destroyed share certificate, the Board of Directors may issue a replacement after the owner thereof has executed a sworn affidavit in triplicate, setting forth the following: a) Circumstances as to how, when and where said

certificate was lost or destroyed; b) The serial number of the certificate; and the number

of shares it represents; and c) The lost or destroyed certificate has never been

transferred, sold or endorsed to any third party, and that should the same be found, the owner shall surrender it to the Cooperative. Any false representation or statement made in the aforesaid affidavit shall be a ground for expulsion from the Cooperative.

ARTICLE IX

ALLOCATION AND DISTRIBUTION OF NET SURPLUS

Section 1. At the end of each fiscal year, the Cooperative shall allocate and distribute its net surplus as follows:

a) Reserve Fund. b) Education and Training Fund. c) Optional Fund. Not less than Seven (7) percent shall

be set aside for Optional Fund to be allocated, as follows: 1) Land and building fund - not <7%

ARTICLE IX

ALLOCATION AND DISTRIBUTION OF NET SURPLUS

Section 1. At the end of each fiscal year, the Cooperative shall allocate and distribute its net surplus as follows:

a) Reserve Fund b) Education and Training Fund. c) Optional Fund. Not less than Seven (7) percent shall

be set aside for Optional Fund to be allocated, as follows: 1) Acquisition of land and/or building – 3% 2) Machinery and equipment -- 1% 3) Members’ benefits and other necessary funds -- 3%

One by one, Director Aggabao moved for the approval of the following proposed amendments: On the Articles of Cooperation:

Article II. Purpose/s On the By-laws:

Article II. Membership. Section 6. Minimum Share Capital Contribution Subscription Article III. Administration. Section 6. Notice of Meeting and Section 10. Voting system Article VI. Officers and Management Staff of the Cooperative. Section 4. Qualification of the Chief Executive Officer, Section 6. Accountant and Section 7. Duties of the Accountant; Article VII. Capital Structure. Section 7. Transfer of Shares; Article IX. Allocation and distribution of net surplus. Section 1. Optional Fund





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After each motion, the same is seconded by the general assembly. Hearing no objection at all, the Presiding Officer announced its approval. The GA Resolutions are numbered correspondingly, as follows:







The Presiding Officer also informed the general assembly that of the 58 purposes stated under Article II of the PMPC Articles of Cooperation, 29 have been implemented. She added that in year 2019, the Board will work for the Technical Education and Skills Development Authority (TESDA) accreditation of PMPC as a Training Provider. PMPC shall undertake to provide trainings to members for the development of skills necessary to pursue the other 29 purposes that have not been implemented.

10.3. Proposed conversion of PMPC satellite offices to branch offices

Vice Chairperson Olivia T. Cureg presented to the general assembly the proposed conversion of PMPC satellite offices to branch offices with office address, as follows:

Satellite Office Address Alicia Benalou Bldg, Antonino, Alicia, Isabela Roxas Bantug, Roxas, Isabela

Cabarroguis Bureros Bldg., Purok 1, Gundaway, Cabarroguis, Quirino Tuguegarao Carig, Tuguegarao City, Cagayan Bayombong #4, Zamora St., Salvacion, Bayombong, Nueva Vizcaya

Vice Chairperson Cureg moved for the approval of the proposal which was duly seconded by the general assembly. Hearing no question and further discussion, the Presiding Officer announced its approval and numbered a resolution as:


10.4. Proposed resolution for the approval, creation, organization, supervision and monitoring of laboratory

cooperative Vice Chairperson Cureg also presented the proposal to approve the creation, organization, supervision and monitoring of the Providers Laboratory Cooperative with the following goals and objectives: 10.4.1. To serve as training ground for its members to prepare them for future membership in regular

cooperatives 10.4.2. To teach the values of thrift and savings mobilization among the members 10.4.3. instill cooperative values, principles, financial discipline, and leadership skills among its

members 10.4.4. To promote and advocate Filipino social and cultural values, ecological awareness, and

sustainable development

Vice Chairperson Cureg moved for the approval of the proposal which was duly seconded by the general assembly. Hearing no question and further discussion, the Presiding Officer announced its approval and numbered a resolution as:





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10.5. Proposed resolution for the establishment of PMPC Mutual Benefit Association

Director Cecilia C. Racimo presented to the general assembly the proposed resolution for the establishment of PMPC Mutual Benefit Association. Director Racimo moved for the approval of the proposal which was duly seconded by the general assembly. Hearing no question and further discussion, the Presiding Officer announced its approval and numbered a resolution as:


10.6. Proposed resolution for the engagement of audit services of Mr. Charlito P. Pascual as External Auditor

of the cooperative Director Racimo also presented the proposed resolution for the engagement of audit services of Mr. Charlito P. Pascual as External Auditor of the cooperative. Director Racimo moved for the approval of the proposal which was duly seconded by the general assembly. Hearing no question and further discussion, the Presiding Officer announced its approval and numbered a resolution as: GA Resolution No. 2019-05.05-020

11. Election of Directors

The Presiding Officer gave an opportunity to the Election Committee Chair Rosalinda A. Magaoay for the holding of the election of two (2) members of the Board of Directors, two (2) members of the Audit committee and one (1) member of the Election committee. The Elecom Chair informed the members on the qualifications for the different positions. She presented the candidates, as follows:

Board of Directors: Aggabao, Charito Rosario O. Racimo, John Paul C.

Audit committee: Vinarao, Kathleen Joy C.

Election committee: Alvarez, Mary Jane A.

Elecom Chair Magaoay stated that since the candidates are running unopposed, the provision of the Election Rules and Guidelines which provides that “if there are no opposition candidates running for the vacant positions, the unopposed candidates are automatically the winner, hence, there is no need to conduct an election.” With that, Elecom Chair Magaoay proclaimed that the winners will serve for a term of two(2) years starting on July 1, 2019.





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After that, the raffle draw was completely made.

12. Other matters

Before the adjournment of the meeting, Director Magaoay proposed to the general assembly that Annual report shall be posted in the website for future annual general assembly to save on cost of printing. Director Magaoay moved for the approval of the proposal which was duly seconded by the general assembly. Hearing no question and further discussion, the Presiding Officer announced its approval and numbered a resolution as: GA Resolution No. 2019-05.05-021

13. Adjournment

Before adjourning the meeting, the Presiding Officer expressed her gratitude for the unending support of members. There being no further concerns brought to the meeting, Vice Chairperson Cureg moved for the adjournment of the meeting. The Presiding Officer adjourned the meeting at 4:30 in the afternoon.

I certify to the correctness of the foregoing:

Nicole B. Apaga Cooperative Secretary

Attested by the Board of Directors:

Marie Dee B. Belagan Olivia T. Cureg Chairperson Vice Chairperson

Maria A. Magaoay Charito Rosario O. Aggabao Cecilia C.Racimo Member Member Member

minutes of the 11th aga - providersmpc.coopprovidersmpc.coop/downloads/2019/minutes-11th-aga.pdf ·...

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