EDY Community Development Cooperative Ltd.
Bylaws – Approved June 7, 2019
1. Definitions
a. The Act refers to the Co-operative Act, 1996. Any amendments or replacement of provisions in the Act shall be read in reference to the amended provisions.
b. The Co-operative refers to the EDY Community Development Cooperative LTD.
c. The Directors and Board refer to the directors of the co-operative.
d. All terms used in the bylaws shall hold the meaning given to those terms in the Act.
e. Ordinary Resolution means that a resolution requires 50%+1 of a vote of present members or directors to be accepted.
f. Special Resolution means that a resolution requires a two thirds majority vote of present members or directors to be accepted.
2. Fiscal Year
a. The fiscal year of the Co-operative shall begin on the first day of January and end on the thirty-first day of December each year.
3. Registered Office
a. The registered office of the co-operative shall be within the trading area of the co-operative in the province of Saskatchewan as decided by the board.
4. Qualification of Members
a. Members in the co-operative is open to any persons that:
i. Can use the services of the co-operative;
ii. Can meet the responsibilities of membership in the co-operative;
iii. Is 16 years or older; and
iv. Has paid any non-refundable membership fee as determined by the board.
5. Approval of members
a. A person seeking membership with the co-operative will not become a member until:
i. He/she submit a written application for membership to the board. The format of this application shall be approved by the board from time to time.
ii. The board, by ordinary resolution, accept the application for membership.
iii. The acceptance of the member has been recorded in the minutes for that board meeting.
6. Joint Membership
a. Two or more individuals may apply to be joint holders of a membership.
b. All joint memberships shall be joint tenancy with right of survivorship.
c. Each joint membership is entitled to one vote at meetings of the Co-operative.
d. Only one individual that is party to a joint membership may serve as a director at any time unless the other party to a joint membership holds a membership individually.
e. Business done by one of the parties to a joint membership shall be deemed to be business done by all parties to a joint membership.
f. An application for withdrawal of a joint membership must be signed by all parties to a joint membership.
g. If the Co-operative has received proof satisfactory to it that one of the parties to a joint membership has died, moved out of the trading area, or wishes to no longer be party to the joint membership, the remaining joint holder shall be treated as the sole holder of the membership.
7. Allocation of Surplus
a. It shall be the responsibility of the board to allocate any surplus revenue in each fiscal year.
b. The directors shall set aside no less than 15% of any surplus revenue in reserves each year for future operations.
c. The board, by ordinary resolution, may allocate surplus revenue to matters that further the mandate and general well-being of the co-operative.
d. The co-operative shall not issue patronage dividends to its members.
8. Withdrawal of membership
a. A member may apply to withdraw his/her membership from the co-operative by submitting 1 month written notice of intention to withdraw to the secretary of the board.
b. Written notice to the board with proof satisfactory to the board that a member has filed for bankruptcy, died or moved out of the trading area shall have the same effect as withdrawal of membership.
9. Cessation or termination of members
a. A membership ceases when:
i. The board approves a withdrawal pursuant to section 8; or
ii. The board terminates a member pursuant to section 9.
b. The board, by special resolution, at a board meeting may terminate the membership of a member of the Co-operative. Within 10 days of the resolution to terminate the membership, the secretary must deliver notice of the termination to the affected member at his/her last known address.
c. A person affected by a notice of termination may appeal the board’s decision at the next general meeting of the Co-operative by providing the secretary written notice of his/her intention to appeal the decision within 30 days of receiving the notice of termination. The appeal must be allocated time on the agenda of the general meeting. The members, by ordinary resolution may rescind the termination.
10. Annual General Meetings
a. General meetings shall be held within the trading area of the co-operative and determined annually by the board.
b. The co-operative shall not give less than 20 and not more than 50 days’ notice of general meetings by posting notice in the co-operative’s locations and distributing notice by electronic mail to all members of the co-operative. Notice of the meeting will specify the purpose for the meeting. In the event a document or statement is required to carry on any special business of the co-operative at the general meeting, a description of the document or statement must accompany notice of the meeting. The co-operative must make this document or statement available to those that inquire as such.
c. The members, by ordinary resolution, at each annual meeting shall appoint an auditor to hold that office until the close of the following year’s annual meeting. In the event an auditor cannot be appointed at an annual meeting the incumbent auditor shall continue to hold that officer until a successor is appointed.
d. The business to be considered at any annual general meeting of the members shall include:
i. Call to order
ii. Adoption of the agenda
iii. Presentation of the previous members’ meeting
iv. Business arising from the minutes
v. Reports
vi. Auditor’s report and financial statements
vii. Appointment of the auditor
viii. Resolutions and proposals
ix. Election of directors
x. New business
xi. Adjournment
11. Quorum
a. Quorum at annual, general, or special meetings shall be the lesser of 10% of the members.
b. Quorum at board meetings shall be a simple majority of the board.
c. Where a quorum is not present at the opening of a meeting, those in attendance may adjourn the meeting to a fixed time and place, but may not transact any other business.
12. Directors
a. A member seeking the office of director must meet the following qualifications:
i. Must be an individual
ii. Must be 18 years or older
iii. Must be of sound mind
iv. Must not have the status of bankrupt
v. Must be a member of the co-operative
vi. Must live within the trading area of the co-operative
b. As many as 30% of the directors may also be employees of the co-operative.
c. Directors shall serve a term of office of two years and will be elected an the annual meeting.
d. Following the first annual general meeting of the Co-operative, the elected directors shall name 50% of the directors to serve a one year term ending at the next annual general meeting and 50% of the directors to serve a two year term ending at the annual general meeting following the next annual general meeting. All directors elected after the first annual general meeting, shall serve a two year term.
e. A director will cease to hold office if he/she:
i. Dies or resigns;
ii. Is removed from office by the members; or
iii.Becomes ineligible to hold the office of director under the conditions set out in 12.a.
f. A director may be removed from office by the members by special resolution at a special or general meeting.
g. A vacancy on the board created by a situation outlined in subsection f may be filled at the same members’ meeting or by the board by ordinary resolution at a board meeting.
13. Nominating procedures
a. The board will issue a call for nominations to the membership to accompany the notice of the annual general meeting.
b. A member may be nominated as a candidate for the board of directors by submitting a completed board-approved nomination application to the nominating committee with the signatures of two members identified as nominators.
c. Nominations may be accepted at the annual general meeting up to the election of the directors.
14. Director Elections
a. When the number of nominees exceeds the maximum number of directors permitted by the articles, an election of directors will be determined by secret ballot.
b. Each voting member shall cast a ballot voting for the maximum number of eligible board positions pursuant to section 12 and the articles.
c. Any ballots containing fewer votes than the maximum number of board positions is valid.
d. Any ballots that contain a vote for a candidate that is not a nominee or contains more votes than the maximum number of eligible board positions are invalid.
e. In the event of an equality of votes for the last position on the board, the remaining vacancy shall be determined by a vote of the sitting board members and those newly elected.
15. Voting
a. Each member is entitled to one vote for any decision at a general, special, or annual meeting.
b. Voting will be by show of hand unless a secret ballot is requested by no fewer than 3 members.
c. Voting by proxy shall be prohibited.
d. Voting by mail, telephonic or electronic means shall be permitted.
e. In the event of a tie, the chair may cast a deciding vote, but cannot vote again if a vote was already cast.
f. In the event of a tie where the chair cannot cast a deciding vote the motion/resolution is defeated.
g. Votes submitted by mail must be addressed to the secretary of the co-operative and be in a sealed envelope. The form must clearly contain votes in favour or against resolutions and must be signed by the member.
16. Place, notice, and transactions for directors’ meetings
a. Directors are entitled to meet as often as necessary.
b. Meetings may be called by the president or by two directors at any time provided five days’ notice is given.
c. Unless otherwise provided in these bylaws or the act, decisions made at board meetings require an ordinary resolution.
d. Board meetings may utilize a telephone system or other means of communications for the purposes of coordinating a meeting with all directors if all directors consent.
17. Officers
a. At the first board meeting following an annual meeting, directors shall appoint office holders from among the directors. These offices must include:
i. A president
ii. A vice-president
iii. A treasurer-secretary
iv. Other offices as deemed necessary by the board to carry out the business of the co-operative.
b. Directors shall not hold more than 1 office.
c. It shall be the responsibility of the board to articulate and approve the duties of each office in accordance with the act and generally accepted duties of such office holders.
18. Committees
a. The board may, by ordinary resolution, from among the members or directors, appoint a committee that is deemed necessary to carry out the business of the co-operative.
19. Remuneration
a. The co-operative shall reimburse directors for any reasonable out-of-pocket expenses necessary to carry out the business of the co-operative.
b. The co-operative shall reimburse directors for the reasonable use of their personal vehicle for purposes necessary to carry out the business of the co-operative at the rate set by the Government of Canada.
c. The board shall create and maintain a policy concerned with expense claims for directors and staff.
20. Amending and repealing the bylaws
a. At any general, annual, or special meeting the members may enact, amend, repeal, or replace bylaws by special resolution.
b. In the event a two thirds majority is not achieved the resolution is defeated.
21. Dissolution
a. Any member at any general, annual, or special meeting may, by special resolution, propose to dissolve the co-operative.
b. The resolution must be accompanied by a statement of dissolution that requests the conversion of assets into cash and donation of funds unclaimed by creditors or members to a registered charity or organization with a purpose similar to the co-operative.
c. Upon dissolution, the distribution of assets shall follow the Statement of dissolution.
President:
Erin Rutherford
Date: June 7, 2019
Secretary-Treasurer:
Heidi Watson
Date: June 7, 2019