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By-Laws of Grainery Food Co-Operative Ltd.
Dated: 24th day of July, 2001
- Name: The name of the co-operative is the Grainery Food Co-Operative Ltd.
- Objectives: The objectives are set forth in the Articles of Incorporation and shown here.
- Registered Office:
(a) The registered Office of the co-operative shall be 2385 Agricola St. Halifax, Halifax
County, Province of Nova Scotia B3K 4C5.
(b) The board may from time to time determine the place or places at which the business
of the co-operative shall be carried on.
- The Seal
The seal of the co-operative shall be such as to make a circular impression having two
circles between which are the words "Grainery" and inside the inner circle the words,
"Incorporated 2001".
- Financial Year
The financial year of the co-operative shall be the 1st of July through to the 30th of June.
- Membership:
(a) The amount of the periodic membership fee is eight hours of work for the Grainery
Food Co-Operative Ltd. per month.
(b) Each member in good standing will be entitled to a discount to be determined from
time to time by the board of directors.
(c) Withdrawls: Members' applications to withdraw their membership shall be made to
the board and subject to the policy of the board of directors.
(d) Exclusion from membership: Members shall be excluded from membership according
to section 29 of the Co-operative Associations Act and Regulations 4 and 6 of that
Act and also in accordance with the Grainery Food Co-operative Ltd.'s values
listed in the objectives.
- Meetings:
(a) All meetings shall be at such place as the directors may from time to time determine.
(b) At all meetings twenty-five percent (25%) of the total membership shall constitute a
quorum.
(c) The annual meeting of the members shall be held within four months of the year-end.
(d) Special meetings shall be held when called by resolution of the board of directors or
by a written request of ten percent (10%) of the members.
(e) The reasons for a special meeting must be included in notice for the special meeting.
(f) Notice of annual or special meetings shall be posted at least one month prior. Notices
will be posted at the head office and any satellite locations.
(g) In the event that the one month notice requirement for a special meeting is not possible
due to time constraints, each member will be individually contacted by the board of
directors.
(h) Robert's Rules of Order will not be followed at any meetings of the co-operative. All
meetings will be run according to the rules of consensus decision making (where each
member has the opportunity to participate and different solutions are attempted until
all can agree). In the event that consensus decision making fails, a majority of three-
quarters (3/4) (75%) will carry a motion.
(i) All meetings of the co-operative (including meetings of the board of directors) will be
open to members' attendance and participation.
- Board of Directors:
(a) The board of directors (herein called the board of directors) shall consist of 6 directors
who shall be elected for a term of one (1) year to a maximum of three (3) consecutive
terms.
(b) The directors shall meet as often as the business of the co-operative may require but
not less than twelve (12) times per year.
(c) Each board member must have the support of at least three quarters (3/4) (75%) of
the membership to be elected to the board of directors.
(d) If a vacancy occurs in the board of directors, a special general meetings will be called
and the membership will elect a new board member to fill the vacancy.
(e) Elegibility for election to the board of directors:
1. agrees with the objectives and values of the co-operative.
2. accepts the leadership position when requested.
3. supports the co-operative whenever possible.
4. must be a member of the co-operative in good standing.
5. must make honest commitment to attend regular meetings of the board of directors.
(f) The board of directors has the power to form committees and ensure that responsibility
for all tasks required for the operations of the co-operative are accepted. In accord-
ance with the values of the co-operative (see objectives) the board of directors may
not appoint a president, vice-president, or other such hierarchically designed positions.
(g) The roles of chairperson and minute taker will be rotating positions among the board
of directors.
(h) Any paid staff shall have fair representation on the board of directors up to one half
(1/2) (50%) of the board.
(i) Two signatures will be required on any cheque or document binding the co-operative.
Signing authorities will be selected at the same time and in the same manner as the
selection of the board of directors. Signing authorities may also be directors.
- Staff:
(a) All staff will be hired after a fair hiring process, by a committee of members and directors.
(b) The duties of the staff shall be set through a dialogue with members, board of directors,
and staff.
- General Reserve
A general reserve shall be created by allocating from retained earnings each year not less
than five (5%) percent of the surplus.
- Borrowing Powers
The board of directors does not have the power to borrow money.
- Dissolution
If for any reason the affairs of the co-operative are dissolved or wound up and there remains
after satisfaction of all liabilities, including shares and/or member loans, any property whatso-
ever, it shall be paid to a non-profit organization whose objectives are similar to those of the
co-operative.
- Member Loans
Member loans may not be issued without the sanction of an extraordinary resolution of the
membership.
- Corporate Indemnification
Subject to the provisions of the (N.S.) Co-operative Associations Act, every director and
senior officer or his/her heirs, executors, and administrators, and estate and effects, res-
pectively, shall at all times be indemnified and saved harmless out of the funds of the co-
operative, from and against:
(a) all costs, charges and expenses whatever that such director or officer sustains or incurs
in or out of any action, suit or proceeding that is brought, commended or prosecuted
against the director or officer, for or in respect of any act, deed, matter or thing what-
ever, made, done or permitted by the director or officer in or about the execution of
the duties of his/her office, and
(b) all other costs, charges and expenses that the director or officer sustains or incurs in or
about or in relation to the affairs thereof.
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