Prescribed Bylaws Regulations

The bylaws prescribed for the purpose of paragraph 21(1)(a) of the Act are set out in the Schedule.

SCHEDULE (Section 1)

INTERPRETATION

1. In these bylaws,

"Act" means the Co-operative Associations Act; (loi)

"member" includes a joint member; (sociétaire)

"present", in respect of a meeting, includes persons who attend or participate by technological means. (présent)

MEMBERSHIP

Admission of Members

2. (1) A person wishing to become a member of the association shall complete and submit an application as required by the directors.

(2) The application for membership must be accompanied by the annual membership fee or any other fee payable for the use of the association’s services or facilities.

(3) A person does not become a member of the association until his or her application for membership is approved by the directors.

Rights and Obligations of Members

3. (1) Every member of the association is entitled to take part in all activities and to use all the services and facilities established by the association for the promotion of its objects, subject to (a) the Act and the regulations; (b) any rules that the directors may from time to time establish; and (c) the payment of any additional fee that the directors may from time to time establish for specific activities.

(2) A member shall (a) uphold and adhere to the objects and bylaws of the association; and (b) pay an annual membership fee at the time and in the amount determined by the members at each annual general meeting. (3) Subject to subsection (4), each member has one vote at a meeting of the association.

(4) A joint member present at a meeting of members may vote in the absence of any other joint member, but if more than one joint member is present, those joint members only have one vote between them.

Transfer and Withdrawal of Membership

4. (1) A member may transfer his or her interest or shares in the association to another person whose membership in the association is approved by the directors.

(2) A member may withdraw from membership in the association by notice in writing to the secretary.

Withdrawal or Termination of Membership

5. If a member withdraws from membership in the association or if a member’s membership in the association is terminated by resolution of the directors, the membership fee paid by the member may, on resolution of the directors, be retained by the association and the member withdrawing or being terminated shall have no further claim to the fee paid.

MEETINGS

First General Meeting

6. The first general meeting of the association must be held within three months after the date of incorporation, and the business of the meeting must include the election of directors and the appointment of an auditor.

General Meetings and Notice

7. (1) The association shall hold an annual general meeting in every calendar year, within four months after the end of the fiscal year at a place to be determined by the directors.

(2) Subject to subsection (3), notice of the annual general meeting shall be mailed to each member not less than 10 days before the date of the meeting at the address given in the register of members. (3) If a resolution to enact, amend, repeal or replace a bylaw is to be presented at an annual general meeting, the notice of the meeting shall (a) be mailed so as to give each member not less than 14 days notice; and (b) include the proposed enactment, amendment, repeal or replacement.

Notice of Special General Meetings

8. (1) The directors (a) may, at any time, call a special general meeting of the association; and (b) shall, on the request of 10% of the members, call a special general meeting of the association.

(2) Notice of a special general meeting, together with a statement of the purpose of the meeting, shall be mailed to each member not less than 10 days before the date of the meeting at the address given in the register of members.

(3) No business other than that specified in the notice shall be conducted at a special general meeting.

Special Resolution

9. If a special resolution is to be presented at a meeting of the association, the notice of the meeting shall (a) be mailed so as to give each member not less than 21 days notice; and (b) include the wording of the proposed special resolution.

Power of Members to Call Meetings

10. If the association fails to hold an annual general meeting or fails to hold a special general meeting when requested to do so by the members under paragraph 8(1)(b), any member may call a general meeting of the association. Proceedings Not Invalidated

11. The non-receipt by a member of a notice of a meeting does not invalidate the proceedings at the meeting.

Quorum at Meetings

12. (1) The quorum for a meeting of the association is the greater of (a) four members; and (b) 10% of the members.

(2) Notwithstanding subsection (1), in no case shall the number of members which constitute a quorum be less than the number of directors plus one, except that where all members are directors a majority shall constitute a quorum.

Adjournment

13. If, within two hours after the time fixed for a meeting of the association, a quorum is not present, the meeting shall be adjourned until another day when a meeting is called again by the directors.

Meetings of the Directors

14. (1) Regular meetings of the directors shall be held at such times as may be required by the business of the association.

(2) The president (a) may, at any time, call a special meeting of the directors; and (b) shall, on the written request of a majority of the directors, call a special general meeting of the directors.

(3) The directors shall, by resolution, set out the manner in which notice for regular meetings of the directors shall be given.

(4) Unless otherwise provided by resolution of the directors, the secretary shall mail to each director, not less than five days before a special meeting, notice of the time, place and purpose of the special meeting. (5) If all directors are present at a meeting of the directors, however called or notified, the meeting is deemed to have been regularly and properly constituted.

(6) The quorum for a meeting of the directors is a majority of the directors.

(7) Business arising at a meeting of the directors shall be decided by a majority vote.

(8) The president or other presiding officer may vote on any question, but shall not have a second or deciding vote in the event of a tie.

(9) A motion is defeated unless a majority of the directors present at the meeting vote in favour of it.

ORDER OF BUSINESS AT MEETINGS

Annual General Meeting

15. The order of business at the annual general meeting of the association shall be as follows: (a) call to order by the president; (b) approval of the minutes of the preceding annual general meeting; (c) business arising from the minutes; (d) reports of the president, directors, manager, treasurer and other officers; (e) reports of the auditors and consideration of the financial statements; (f) discussion, consideration and disposal of reports set out in paragraphs (d) and (e); (g) resolutions, recommendations and bylaws; (h) election of directors; (i) reports of special committees, and of delegates from the association to other co-operative organizations and reports of other co-operatives; (j) unfinished business; (k) election of auditors; (l) new business; (m) adjournment. Special General Meetings of Members

16. The order of business at a special general meeting of the association shall be as follows: (a) call to order by the president; (b) election of a chairperson if the president of the association or person who calls the meeting to order is not to be chairperson of the meeting; (c) appointment of a secretary, if the secretary of the association is unable to act; (d) reading of notice of meeting; (e) consideration and disposal of the matter for which the meeting was called; (f) adjournment.

Regular Meetings of Directors

17. The order of business at a regular meeting of the directors shall be as follows: (a) call to order by the president or, in his or her absence, by the vice-president; (b) approval of the minutes of the preceding meeting; (c) business arising from the minutes; (d) manager’s report on the condition of the business; (e) discussion, consideration and disposal of manager’s report; (f) reports of committees, if any; (g) discussion, consideration and disposal of reports of committees; (h) consideration of correspondence received; (i) consideration and disposal of applications for membership; (j) consideration and disposal of applications for transfer and notices of withdrawal of memberships; (k) new business; (l) adjournment.

Special Meetings of Directors

18. The order of business at a special meeting of the directors shall be as follows: (a) call to order by the president or, in his or her absence, by the vice-president; (b) reading of notice of special meeting; (c) consideration and disposal of the matter for which the meeting was called; (d) adjournment.

VOTING

Method of Voting

19. (1) At any meeting of the association, a resolution put to a vote shall be decided by a show of hands unless a poll is demanded by at least three members.

(2) If a poll is demanded, it shall be taken by ballot, in the manner that the person presiding at the meeting directs.

(3) The person presiding at the meeting at which a show of hands takes place or at which a poll is demanded, may vote on any question, but shall not have a second or deciding vote in the event of a tie.

(4) A motion is defeated unless a majority of the members eligible to vote and present at the meeting vote in favour of it.

ELECTION OF DIRECTORS

Eligibility for Election

20. A member whose application for membership has been approved by the directors and has been allotted a share or has paid his or her membership fee, if any, is eligible to be elected to the board of directors of the association.

Nominations

21. (1) If a vacancy on the board of directors is to be filled, candidates for the position shall be nominated either by written or oral nomination at an annual general or special general meeting of the association.

(2) The president may, with the approval of the directors, appoint at or before the meeting three members as a nominating committee, who shall nominate one or more names for each vacancy, with provision being made for further nominations from the meeting.

(3) The consent of a candidate to fill a vacancy on the board of directors shall be obtained orally or in writing before he or she is nominated for the position.

(4) Every election shall be by secret ballot. Method of Election

22. Unless the members provide otherwise by resolution, the method of electing directors shall be by single ballot, with the candidate or candidates, as applicable, receiving the highest number of votes being declared elected.

Number of Candidates

23. If the number of candidates for election is less than or equal to the number of directors to be elected, all the candidates shall be declared elected.

Voting for Directors to be Elected

24. A member voting shall vote for the number of directors to be elected, and any ballot that contains the names of more or less than the number to be elected is void.

Term of Office for Directors

25. (1) Until the first general meeting of the association, the subscribers to the memorandum of association and bylaws are the directors of the association.

(2) At the first general meeting of the association, (a) three directors shall be elected in the case where the association has fewer than 10 members; (b) six directors shall be elected in the case where the association has between 11 and 20 members; and (c) nine directors shall be elected in the case where the association has 21 or more members.

(3) Of the directors elected at the first general meeting, (a) 1/3 of the directors shall hold office until the first annual general meeting; (b) 1/3 of the directors shall hold office until the second annual general meeting; and (c) 1/3 of the directors shall hold office until the third annual general meeting.

(4) Subject to subsection (5), a director elected at an annual general meeting, other than at the first general meeting, shall hold office until the third annual general meeting following that director’s election. (5) If the members determine that three additional directors are required as a result of an increase in the membership of the association, (a) the director elected by the fewest votes shall hold office until the next annual general meeting; (b) the director elected by the second fewest votes shall hold office until the second general meeting following that director’s election; and (c) the other directors elected by the third fewest votes shall, together with the other directors elected, hold office until the third annual general meeting following their election.

(6) If, at an annual general meeting, an election is required to fill one or more vacancies on the board of the directors, a [separate] election shall be held for each vacancy and a director elected to fill a vacancy shall hold office for the unexpired portion of the term of the vacancy.

Remuneration

26. The remuneration, if any, of the directors shall be fixed by the members of the association at the annual general meeting.

DUTIES OF DIRECTORS

Transfer of Shares or Membership of a Director

27. A director shall not vote respecting a transfer, redemption or repurchase of shares or membership certificates applied for by that director.

Officers and Employees

28. The directors may appoint, define the duties of and fix the remuneration of the secretary-treasurer or secretary and treasurer, the manager and any other employee they consider necessary for carrying on the business of the association. Informing Members

29. The directors shall keep the members informed of the business of the association and encourage interest, discussion and support on the part of the members, with the objective of developing and fostering a sense of ownership and responsibility on the part of the members.

COMMITTEES

30. (1) The directors or members may establish those committees for conducting the business of the association as may be necessary from time to time.

(2) The directors or members may establish other committees for purposes such as carrying out programs for education, member relations and public relations.

(3) The committees shall carry out the duties and functions assigned to them, subject to the general direction and control of the directors.

(4) A meeting of a committee may be called by the president or the chairperson of the committee whenever he or she considers it necessary, but the directors or members may fix the minimum number of meetings to be held by the committee.

(5) Minutes of committee meetings shall be kept by the secretary of the association.

(6) Copies of the minutes of committee meetings and any committee reports shall be sent to the directors following committee meetings.

OFFICERS

Election of Presiding Officers

31. (1) The directors shall meet within 14 days after the first general meeting of the association, and within 14 days after each annual general meeting after that, and shall select, for the current year, from their number, a president and one or more vice-presidents, and shall appoint a secretary-treasurer or secretary and treasurer, who is not required to be a member of the association. (2) The directors may, at any time, remove the president or any other officer from the office he or she holds and may select or appoint, as the case may require, another person to fill the vacancy.

DUTIES OF PRESIDENT

32. (1) The president shall, unless replaced by another member, preside at meetings of the association and of the directors.

(2) The president is a member of every committee established by the association.

(3) The president shall, with the secretary, sign, execute and deliver all deeds or conveyances of personal or real property, all agreements for sale or purchase of land, all mortgages, leases and other legal documents which the directors may order executed and shall sign all certificates of allotment of shares or membership certificates that are approved by the directors.

(4) Unless another person is authorized to do so by resolution of the directors, the president shall countersign all cheques, notes, bills of exchange and financial documents signed by the treasurer or secretary-treasurer on behalf of the association.

(5) The president shall submit, at the annual general meeting or as required at a special general meeting, the directors’ report of the affairs of the association.

DUTIES OF VICE PRESIDENT

33. (1) The vice-president shall discharge the duties of the president if the president is absent or unable to act.

(2) If the office of the president becomes vacant, the directors may select the vice-president or any other director to be president until the next annual general meeting.

DUTIES OF SECRETARY

Meetings

34. The secretary shall (a) attend all meetings of the association and its committees; (b) keep accurate minutes of those meetings; and (c) provide the minutes to the directors.

Signing Officer

35. The secretary shall, with the president, sign, execute and deliver all deeds and conveyances of real or personal property which the directors may order executed, and shall sign all certificates of allotment of stock or membership certificates, applications for which have been approved by resolution of the directors.

Correspondence

36. The secretary shall conduct the correspondence of the association and shall have charge of all records, books, papers and documents.

DUTIES OF TREASURER

Deposits

37. (1) The treasurer shall receive and deposit in a chartered bank, a credit union, or trust company authorized to receive money on deposit, which the directors may determine, all moneys received by or paid to the association and shall give receipts for the moneys.

(2) If the association is a member of another incorporated co-operative association or co-operative organization, the treasurer may, with the consent of the directors, transfer the moneys to the incorporated co-operative association or co-operative organization.

(3) Moneys of the association shall not be deposited in a credit union in which the manager, treasurer or other person having custody of cash, books, and records of the credit union is also in charge of or has custody of cash, books, and records of the association.

Signing Officer

38. The treasurer shall, with the president or any other person authorized to do so, sign all cheques, notes, bills of exchange and other documents necessary to carry on the business of the association. Books and Accounts

39. The treasurer shall keep a proper set of books consistent with generally accepted accounting principles and shall, on request, present to the directors a full and detailed account of all receipts and disbursements.

Financial Statements

40. The treasurer shall prepare or cause to be prepared for submission to the annual general meeting a complete statement of the financial position of the association and shall prepare interim financial statements for submission to any special general meeting for which submission is requested by the directors.

DUTIES OF SECRETARY-TREASURER

Duties

41. The office of the secretary and treasurer may be held by one person to be known as the secretary-treasurer, whose duties are set out in sections 34 to 40 and 43.

OTHER OFFICIALS

Duties of Other Officials

42. The duties of the secretary and treasurer or secretary-treasurer may be modified or altered in keeping with the assignment of duties by the directors to the manager or other employees of the association.

SEAL OF THE ASSOCIATION

Custody and Use of Seal

43. (1) The secretary shall have custody of the seal of the association.

(2) The seal of the association shall not be affixed to any instrument except by the authority of a resolution of the directors and shall be affixed only by the president and secretary or other person as the directors may appoint, and the president and secretary or other persons shall sign every instrument to which the seal of the association is affixed in their presence.

FINANCES

Credit Transactions

44. The directors may authorize the use of credit cards for the purchase of any good or services of the association by its members or customers.

Surplus from Yearly Business

45. (1) No patronage refund shall be made or allocated to the members of the association so long as (a) the association is unable to pay its liabilities as they become due; or (b) the realizable value of the association’s assets are less than the total of (i) its liabilities, and (ii) the amount that would be required to pay the holders of shares or membership interests who have a right to be paid on a redemption or liquidations.

(2) The surplus arising from the yearly operations shall be apportioned (a) by first applying the surplus against any deficit arising from the circumstances described in subsection (1) until the deficit is eliminated; (b) by setting aside in the reserve fund the greater of the amounts required by the Act and by subsection 45(2); (c) by paying interest on share capital at a rate not exceeding 5% for each year; and (d) by apportioning any amount of the surplus remaining after fulfilling the requirements of paragraphs (a) and (b) and section 30 of the Act, as payments in proportion to the patronage of the members.

Reserve Fund

46. If the reserve fund provided for by section 30 of the Act is depleted or reduced as a result of losses being charged against it, the amounts to be placed in the reserve fund each year from the surplus arising from the business of the association, shall be not less than 20% of the surplus each year until the amount of the reserve fund has reached the amount that it stood at before losses were charged against it.

AMALGAMATION

47. If the association is considering amalgamation with another co-operative association, the following shall apply: (a) the notice of the general meeting at which the proposed special resolution to authorize the amalgamation is to be considered shall include the proposed amalgamation agreement; (b) the special resolution to authorize the amalgamation agreement shall specify the date on which it is proposed that the amalgamation would become effective; (c) a financial statement and an operating statement of the association shall be prepared for the members containing information current to a date not more than two months before the date of the meeting.

DISSOLUTION

48. If the association is to be dissolved under section 32 of the Act, an audit of the association’s books, as at a date not more than two months before the meeting to consider dissolution, shall be made and the auditor’s report and financial statement showing the financial position at the time of audit, shall be read at the meeting.