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MGT111 COOPERATIVE MANAGEMENT > Chapter 4: Administration > Flashcards

Chapter 4: Administration Flashcards

1
Q

“ART. 32. Composition of the General Assembly. The general assembly shall be composed of such members who are entitled to vote under the articles of cooperation and bylaws of the cooperative. T/F

A

T

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2
Q

“ART. 32. Powers of the General Assembly. The general assembly shall be composed of such members who are entitled to vote under the articles of cooperation and bylaws of the cooperative. T/F

A

T

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3
Q

“ART. 33. The _______ shall be the highest policy-making body of the cooperative and shall exercise such powers as are stated in this Code, in the articles of cooperation and in the bylaws of the cooperative.

A

General assemby

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4
Q

“ART. 33. The general assembly shall have the following exclusive powers which cannot be delegate:

A

“(1) To determine and approve amendments to the articles of cooperation and bylaws;

“(2) To elect or appoint the members of the board of directors, and to remove them for cause. However, in the case of the electric cooperatives registered under this Code, election of the members of the board shall be held in accordance with its bylaws or election guideline of such electric cooperative; and

“(3) To approve developmental plans of the cooperative.

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5
Q

“Subject to such other provisions of this Code and only for purposes of prompt and intelligent decision-making, the general assembly may be a _________ vote of all its members with voting rights, present and constituting a quorum, delegate some of its powers to a smaller body of the cooperative. These powers shall be enumerated under the bylaws of the cooperative.

A

three-fourths (3/4)

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6
Q

“ART. 34. Meetings.
(1) A ________shall be held annually by the general assembly on a date fixed in the bylaws, or if not so fixed, on any dated within ninety (90) days after the close of each fiscal year: Provided, That notice of regular meetings shall be sent in writing, by posting or publication, or through other electronic means to all members of record.

A

regular meeting

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7
Q

Art. 34
“(2) Whenever necessary, a ________ of the general assembly may be called at any time by a majority vote of the board of directors or as provided for in the bylaws: Provided, That a notice in writing shall be sent one (1) week prior to the meeting to all members who are entitled to vote.

A

special meeting

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8
Q

However, a special meeting shall be called by the________after compliance with the required notice within from at least ten per centum (10%) of the total members who re entitled to vote to transact specific business covered by the call.

A

board of directors

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9
Q

“If the board fails to call a regular or a special meeting within the given period, the Authority, upon petition of ________ of all the members of the cooperative who are entitled to vote, and for good cause shown, shall issue an order to the petitioners directing them to call a meeting of the general assembly by giving proper notice as required in this Code or in the bylaws;

A

ten per centum (10%)

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10
Q

Art. 34
“(3) In the case of a newly approved cooperative, a special general assembly shall be called, as far as practicable, within _________ days from such approval;

A

ninety (90)

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11
Q

Art. 34
“(4) The ______ may call a special meeting of the cooperative for the purpose of reporting to the members the result of any examination or other investigation of the cooperative affairs; and

A

Authority

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12
Q

Art. 34
“(5) Notice of any meeting may be waived, expressly or impliedly, by ________.

A

any member

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13
Q

“ART. 35. Quorum. A quorum shall consist of at least _________of all the members entitled to vote. In the case of cooperative banks, the quorum shall be as provided in Article 99 of this Code.

A

twenty-five per centum (25%)

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14
Q

Art. 35
In the case of electric cooperatives registered under this Code, a quorum, unless otherwise provided in the bylaws, shall consist of _________ of all the members entitled to vote.

A

five per centum (5%)

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15
Q

T/F

“ART. 36. Voting System.

  1. Each member of a primary cooperative shall have only one (1) vote.
  2. In the case of members of secondary or tertiary cooperatives, they shall have one (1) basic vote and as many incentive votes as provided for in the bylaws but not exceed three (3) votes.
  3. The votes cast by the delegates shall be deemed as votes cast by the members thereof.
A
  1. T
    2.F/ five (5) votes
  2. T
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16
Q

Art. 36
“However, the bylaws of a cooperative other than a primary may provide for voting by _____.

A

proxy

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17
Q

means allowing a delegate of a cooperative to represent or vote in behalf of another delegate of the same cooperative.

A

voting by proxy

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18
Q

“ART. 37. Composition and Term of the Board of Directors.

Unless otherwise provided in the bylaws, the direction and management of the affairs of a cooperative shall be vested in a board of directors which shall be composed of not less than _______ nor more than _________ members elected by the general assembly for a term of _______ years and shall hold office until their successors are duly elected an qualified, or until duly removed for caused.

A

not less than five (5) nor more than fifiteen (15) members elected by the general assembly for a term of two (2)

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19
Q

“ART. 38. Powers of the Board of Directors. The board of directors shall be responsible for the_________, ________ and ________ activities of the cooperatives.

A

strategic planning,
direction-setting,
policy-formulation

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20
Q

“ART. 39. Directors.

(1) Any member of a cooperative who under the bylaws of the cooperative, has the right to vote and who possesses all the qualifications and none of the disqualifications provided in the laws or bylaws shall be eligible for election as ______.

A

director

21
Q

Art. 39
“(2) The cooperative may, by resolution of its board of directors, admit as _______ or ________ one appointed by any financing institution from which the cooperative received financial assistance solely to provide technical knowledge not available within its membership.

Such director or committee member not be a member of the cooperative and shall have no powers, rights, nor responsibilities except to provided technical assistance as required by the cooperative.

A

directors, or committee member

22
Q

Art. 39
“(3) The members of the board of directors shall hold any other position directly involved in the day to day operation and management of the cooperative. T/F

A

F/ shall not hold

23
Q

Art. 39
“(4) Any person engaged in a business similar to that of the cooperative or who in any way has a __________ with it, is disqualified from election as a director of said cooperative.

A

conflict of interest

24
Q

“ART. 40. Meeting of the Board and Quorum Requirement.

(1) In the case of primary cooperatives, regular meetings of the board of directors shall be held at least ________.

A

once a month

25
Q

Art. 40
“(2) Special meetings of the board of directors may be held at any time upon the call of the _______ or a majority of the members of the board: Provided, That written notices of the meeting specifying the agenda of the special meeting shall be given to all members of the board at least _______ before the said meeting.

A

chairperson;
one (1) week

26
Q

Art. 40
“(3) A majority of the members of the Board shall constitute a _______ or the conduct of business, unless the bylaws proved otherwise.

A

quorum

27
Q

Art. 40
“(4) _______ cannot attend or vote by proxy at board meetings.

A

Directors

28
Q

“ART. 41. Vacancy in the Board of Directors.

Any vacancy in the board of directors, other than by expiration of term, may be filled by the vote of at least a __________, if still constituting a quorum; otherwise, the vacancy must be filled by the __________ in a regular or special meeting called for the purpose.

A

majority of the remaining directors;
general assembly

29
Q

Art. 41
A director so elected to fill a vacancy shall serve only the _______ of his predecessor in office.

A

unexpired term

30
Q

“ART. 42. Officers of the Cooperative.

  1. The board of directors shall elect from among themselves the _______ and _______, and elect or appoint other officers of the cooperative from outside of the board in accordance with their bylaws.
  2. All officers shall serve during good behavior and shall not be removed except for cause after ________.
  3. _________ shall not be a valid ground for removal unless evidenced by acts or omission causing loss of confidence in the honesty and integrity of such officer.
  4. No two (2) or more persons with relationships up to the _________ of consanguinity or affinity nor shall any person engaged in a business similar to that of the cooperative nor who in any other manner has interests in conflict with the cooperative shall serve as an appointive officer.
A
  1. chairperson and vice-chairperson
  2. due hearing
  3. loss of confidence
  4. three civil degree
31
Q

“ART. 43. Committees of Cooperatives. (

1) The bylaws may create an ________ to be appointed by the board of directors with such powers and duties as may be delegated to it in the bylaws or by a majority vote of all the members of the board of directors.

A

executive committee

32
Q

Art. 43
“(2) The _______ shall provide for the creation of an audit, election, mediation and conciliation, ethics, and such other committees as may be necessary for the conduct of the affairs of the cooperative.

A

bylaws

33
Q

Art. 43
The members of both the ______ and _________ shall be elected by the general assembly and the rest shall be appointed by the board.

A

audit and election committee

34
Q

Art. 43
The ________ shall be directly accountable and responsible to the general assembly. It shall have the power and duty to continuously monitor the adequacy and effectiveness of the cooperative’s management control system and audit the performance of the cooperative and its various responsibility centers.

A

audit committee

35
Q

“ART. 44. Functions, Responsibilities and Training Requirements of Directors, Officers and Committee Members. the functions and responsibilities of directors, officers and committee members, as well as their training requirements, shall be in accordance with the rules and regulations issued by the _________.

A

Authority

36
Q

“ART. 45. Liability of Directors, Officers and Committee Members.

Directors, officers and committee members, who are willfully and knowingly vote for or assent to patently unlawful acts or who are guilty of ___________ or ________ in directing the affairs of the cooperative or acquire any personal or pecuniary interest in conflict with their duty as such directors, officers or committee members shall be liable jointly and severally for all damages or profits resulting therefrom to the cooperative, members, and other persons.

A

gross negligence or bad faith

37
Q

Art. 45
“When a director, officer or committee member attempts to acquire or acquires, in violation of his duty, any interest or equity adverse to the cooperative in respect to any matter which has been reposed in him in confidence, he shall, as a ______ for the cooperative, be liable for damages and shall be accountable for double the profits which otherwise would have accrued to the cooperative.

A

trustee

38
Q

T/F

“ART. 46. Compensation.

(1) In the absence of any provisions in the bylaws fixing their compensation, the directors shall not receive any compensation except for reasonable per diems: Provided however, That the directors and officers shall not be entitled to any per diem when, in the preceding fiscal year, the cooperative reported a net loss or had a dividend rate less than the official inflation rate for the same year.

  1. Any compensation other than per diems may be granted to directors by a majority vote of the members with voting rights at a regular or special general assembly meeting specifically called for the purpose: Provided, That no additional compensation other than per diems shall be paid during the first year of existence of any cooperative.
A
  1. F/ calendar year
  2. T
39
Q

Art. 46
“(2) The compensation of officers of the cooperative as well as the members of the committee as well as the members of the committees created pursuant to this Code or its bylaws may be _____ in the bylaws.

A

fixed

40
Q

Art. 46
“(3) Unless already fixed in the bylaws, the compensation of all other employee shall be determined by _______

A

board of directors

41
Q

“ART. 47. Dealings of Directors, Officers, or Committee Members.

A contract entered into by the cooperative with one (1) or more of its directors, officers, and committee members is ________, at the option of the cooperative.

A

voidable

42
Q

T/F

“ART. 47. Dealings of Directors, Officers, or Committee Members.

A contract entered into by the cooperative with one (1) or more of its directors, officers, and committee members is voidable, at the option of the cooperative, unless all the following conditions are present.

“(1) That the presence of such director in the board meeting wherein contract was approved was not necessary to constitute a quorum for such meeting;

“(2) That the vote of such director was necessary for the approval of the contract;

“(3) That the contract is fair and reasonable under the circumstances; and

“(4) That in the case of an officer or committee member, the contract with the officer or committee member has been previously authorized by the general assembly or by the board of directors.

A
  1. T
  2. F/ was not necessary
  3. T
  4. T
43
Q

Art. 47
“Where any of the first two conditions set forth in the preceding paragraph is absent, in the case of a contract with a director, such contract may be ratified by a ________ vote of all the members with voting rights, present and constituting a quorum in a meeting called for the purpose: Provided, That full disclosure of the adverse interest of the directors involved is made at such meeting, and that the contract is fair and reasonable under the circumstances.

A

Three-fourths (3/4)

44
Q

“ART. 48. Disloyalty of a Director.

A director who, by virtue of his office, acquires for himself an opportunity which should belong to the cooperative shall be liable for damages and must account for double the profits that otherwise would have accrued to the cooperative by refunding the same, unless his act has been ratified by a __________ vote of all the members with voting rights, present and constituting a quorum. This provision shall be applicable, notwithstanding the fact that the director used his own funds in the venture.

A

three-fourths (3/4)

45
Q

“ART. 49. Illegal Use of Confidential Information.

(1) A director or officer, or an associate of a director or officer, who, for his benefit or advantage or that of an associate, makes use of confidential information that, if generally known, might reasonably be expected to adversely affect the operation and viability of the cooperative, shall be held:

“(a) Liable to ________ the cooperative for the direct losses suffered by the cooperative as a result of the illegal use of information; and

“(b) Accountable to the cooperative for any direct _______ or _______ received or yet to be received by him or his associate, as a result of the transaction.

A

(a) compensate
(b) benefir or advantage

46
Q

Art. 49
“(2) The cooperative shall take the necessary steps to enforce the liabilities described in subsection (a) T/F

A

T

47
Q

“ART. 50. Removal.

  1. All complaints for the removal of any elected officer shall be filed with the __________.
  2. Such officer shall be given the opportunity to be heard. Majority of the board of directors may place the officer concerned under _______ pending the resolution of the investigation.
  3. Upon finding of a _________ of guilt, the board shall present its recommendation for removal to the general assembly.
A
  1. board of directors
  2. preventive suspension
  3. prima facie evidence
48
Q

Art. 50
“An elective officer may be removed by _________ votes of the regular members present and constituting a quorum, in a regular or special general assembly meeting called for the purpose. The officer concerned shall be given an opportunity to be heard at said assembly.

A

three-fourths (3/4)

MGT111 COOPERATIVE MANAGEMENT (7 decks)

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