- 1 Section One (DEFINITIONS)
- 2 Section Two (GENERAL)
- 3 Section Three (DIRECTORS)
- 3.1 Number of Directors
- 3.2 Quorum
- 3.3 Director Qualifications
- 3.4 Directors Must be Members
- 3.5 Election of Directors
- 3.6 Term of Directors
- 3.7 Nominating Candidates for Director
- 3.8 Tie Votes
- 3.9 Ceasing to Hold Office
- 3.10 Removal of Directors by Members
- 3.11 Vacancies
- 3.12 Exercise of Authority
- 3.13 Resolutions in Writing
- 3.14 Meetings by Telephone or Other Electronic Means
- 3.15 Time and Place of Meetings
- 3.16 Notice of Meeting of Board of Directors
- 3.17 Regular Meetings
- 3.18 Remuneration
- 4 Section Four (COMMITTEES AND OFFICERS)
- 5 Section Five (DUTY OF CARE AND INDEMNITY OF DIRECTORS AND OFFICERS)
- 6 Section Six (MEMBERSHIPS AND TRANSFERS)
- 6.1 Membership Qualifications
- 6.2 Membership Terms
- 6.3 Membership Classes
- 6.4 Membership Certificate
- 6.5 Transfer of Membership
- 6.6 Withdrawal of Membership
- 6.7 Automatic Withdrawal – Death
- 6.8 Automatic Withdrawal – Non-payment of Membership
- 6.9 Termination of Membership for Cause
- 6.10 Meaning of “for Cause”
- 6.11 Notice of the Board Meeting to Terminate
- 6.12 Notice of Termination Following Decision of the Board
- 6.13 Effect of Termination of Membership
- 6.14 Right of Appeal
- 7 Section Seven (GENERAL RESERVE AND ALLOCATION OF SURPLUS)
- 8 Section Eight (MEETINGS OF MEMBERS)
- 9 Section Nine (DISSOLUTION)
1 Section One (DEFINITIONS)
The following definitions apply in these by-laws:
means the Co-operative Corporations Act, R.S.O. 1990, C.35 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
are the articles of the Cooperative and has the same meaning as in the Act;
means the board of directors of the Cooperative;
means the by-laws of the Cooperative and all amendments in force and effect;
means Meta Makers Cooperative;
means persons responsible for supervising the activities of the cooperative and for making decisions regarding those activities;
means a body corporate, a trust, a partnership, a fund or an unincorporated organization;
1.8 "meeting of members"
means an annual meeting of members or a special meeting of members;
means a person with a membership interest in the Cooperative who has complied with by-law 6.1 and the articles;
means a person responsible for the day-to-day operation of the cooperative;
1.11 "ordinary resolution"
means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
means the regulations made under the Act, as amended, restated or in effect from time to time;
1.13 "special resolution"
means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution; and
means, for any financial year of the Cooperative, the amount that remains after deducting from revenue all operating expenses.
2 Section Two (GENERAL)
2.1 Financial Year
The Cooperative’s financial year end is December 31.
2.2 Amendments to By-laws
The by-laws may be amended by the directors. The amendment must then be ratified by ordinary resolution at the next meeting of members.
2.3 Signing Authority & Policies of the Board
The chairman of the board, president, vice-president, secretary and treasurer of the Cooperative have signing authority. The board may by ordinary resolution designate another person(s) as an officer having signing authority. The board must record any resolution under this section in the board’s minutes. The board may adopt policies related to purchasing, borrowing, confidentiality, and execution of instruments that must be complied with at all times.
Deeds, transfers, assignments, contracts, borrowing and other obligations, capital expenses, and other instruments in writing requiring execution by the Cooperative must be approved by special resolution by the board. Purchase of consumables or sundry items may be approved by the treasurer.
2.5 Execution of Documents
Authorized instruments subject to section 2.4 may be signed by any two (2) officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Cooperative to be a true copy thereof.
2.6 Banking Arrangements
The banking business of the Cooperative shall be transacted at such bank, trust company or other firm or cooperative carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Cooperative and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
2.7 Annual Financial Statements
The Cooperative may, instead of sending copies of the annual financial statements and other documents referred to in subsection 141(2) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 141(2) are available at the registered office of the Cooperative and any member may, on request, obtain a copy free of charge at the registered office or by electronic means.
2.8 By-laws and Effective Date
The board of directors may not make, amend or repeal any by-laws that regulate the activities or affairs of the Cooperative without having the by-law, amendment or repeal confirmed by the members by ordinary resolution. The by-law, amendment or repeal is only effective on the confirmation of the members and in the form in which it was confirmed. This section does not apply to a by-law that requires a special resolution of the members according to subsection 21 of the Act.
3 Section Three (DIRECTORS)
3.1 Number of Directors
After the first annual meeting of members, the board may, by ordinary resolution, establish the number of directors within the minimum and maximum stated in the articles. The resolution must be recorded in the board’s minutes. Once the number of directors is set, the number must not be reduced to meet quorum.
The quorum for the transaction of business at any meeting of the board is a majority of the number of directors.
3.3 Director Qualifications
A person cannot be a director if that person:
- is less than 18 years of age;
- is of unsound mind and has been so found by a court of law;
- is not an individual;
- is bankrupt; or
- is not bondable.
3.4 Directors Must be Members
A director must be a member of the Cooperative.
3.5 Election of Directors
Directors are elected by secret ballot at the first meeting of members and at each subsequent annual meeting of members. The candidates for director who receive the highest number of votes cast are declared elected until all vacancies are filled.
3.6 Term of Directors
The directors shall hold office for a term expiring not later than the close of the next annual meeting of members following the election.
3.7 Nominating Candidates for Director
Candidates for director may be nominated both by a nominating committee appointed by the board, if any, before the annual meeting of members, or at the time of the annual meeting of members by any member present. For clarity, members may declare their own candidacy.
3.8 Tie Votes
3.8.1 Voting for Election of Directors
In the case of a tie among candidates on the first ballot, those candidates’ names must be submitted to a second ballot organized by the chairperson of the meeting. The same rule applies to subsequent ballots that must be held in the event of a tie.
3.8.2 Voting at Meetings of the Board of Directors
At all meetings of the board, every question shall be decided by an ordinary resolution. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
3.9 Ceasing to Hold Office
A director ceases to hold office when the director:
(a) dies or resigns;
(b) ceases to be a member by withdrawal or termination of membership;
(c) is removed from office by the members at a special meeting under by-law 3.9;
(d) per by-law 3.3, is disqualified from being a director; or
(e) is absent from three (3) consecutive regular meetings of the board, unless in the opinion of the other directors one or more of the absences were justified.
3.10 Removal of Directors by Members
Subject to the Act, the members may, by special resolution at a special meeting, remove any director from office. The vacancy created by such removal may be filled by ordinary resolution of the members present at the same special meeting or, if not so filled, may be filled by the directors in accordance with the Act.
Vacancies are subject to section 92 of the Act.
3.11.1 Vacancy where board can meet quorum
If the board can meet quorum and a vacancy on the board arises, the directors may either fill the vacancy by ordinary resolution or continue to run the board without filling the vacancy. This subsection does not apply if the vacancy resulted from either the board’s decision to increase the number of directors under by-law 3.1 or from a failure of the members to elect the required number of directors.
3.11.2 Vacancy where the board cannot meet quorum
If the board cannot meet quorum, or if the vacancy resulted from a failure of the members to elect the required number of directors, the board must call a special meeting of members to fill the vacancy. If the board fails to call the special meeting or if there are no directors, any member may call the special meeting.
3.11.3 Limited term of the replacement director
A person who fills a vacancy may only serve the balance of the term of the director whose departure created the vacancy.
3.12 Exercise of Authority
The board or a committee of the board may exercise the powers of the Cooperative, including the borrowing of money, and the provision of security for such borrowing, by passing ordinary resolutions (majority vote) at their meetings. In the event of a tie, the ordinary resolution fails. This is subject to subsection 50 of the Act.
In the case of a vacancy, the remaining directors of the board or committee of the board may exercise the powers of the Cooperative so long as there is a quorum at their meetings.
3.13 Resolutions in Writing
An ordinary or special resolution of the board must be in writing and the decision must be recorded in the minutes of the Cooperative.
3.14 Meetings by Telephone or Other Electronic Means
Directors may participate in committee or board meetings by telephone, electronic or other means. All participants, however, must be able to communicate adequately with each other. Directors participating in such meetings are deemed to be present at the meetings.
3.15 Time and Place of Meetings
Board meetings must be held in Windsor, Ontario at a time and place of the board’s choosing.
3.16 Notice of Meeting of Board of Directors
Notice of the time and place for the holding of a meeting of the board shall be given to every director of the Cooperative not less than 10 days (section 95(2) of the Act) before the time when the meeting is to be held by one of the following methods:
- delivered personally to the latest address as shown in the last notice that was sent by the Cooperative in accordance with section 172(1) (Notice to members and directors);
- by telephonic, electronic or other communication facility at the director's recorded address for that purpose; or
- by an electronic document in accordance with Part 172(1) of the Act.
Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting.
3.17 Regular Meetings
The board may set a day, time and place for regular meetings of the board. A notice to that effect must be given to each director. Subject to the Act, no other notice is required.
The following rules apply:
(a) All officers, directors or committee members must carry out their duties honestly, in good faith and in the best interests of the Cooperative rather than in their own best interest.
(b) Directors serve without payment of any kind. However, they may be paid for travel or other expenses while doing business for the Cooperative. The board must authorize these expenses. Directors and officers cannot receive compensation for lost income while doing business for the Cooperative.
(c) A conflict of interest is when someone benefits personally in any way from a decision of the Cooperative or has an interest in a contract that the Cooperative may enter into.
(d) When a director has or may have a conflict of interest:
- The director should declare the conflict of interest at the board meeting considering the matter.
- If a director does not declare a conflict of interest, but another director is aware of one, the other director can bring it up at a meeting.
- The board then decides whether there is a conflict of interest.
- If there is a conflict of interest, the director cannot vote on the matter and must not be present while the matter is discussed.
4 Section Four (COMMITTEES AND OFFICERS)
4.1 Committees of the Board of Directors
The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.
4.2 Officers of the Cooperative
The officers of the Cooperative include the chair of the board, president, vice-president, secretary, treasurer and any other officers as determined by the board. The board may specify the duties, powers, term, and remuneration of the officers to manage the business and affairs of the Cooperative.
Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Cooperative, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
- a) Chair of the Board – The chair of the board shall be a director. The chair of the board, shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.
- b) President – the president shall be the chief executive officer of the Cooperative and shall be responsible for implementing the strategic plans and policies of the Cooperative. The president shall, subject to the authority of the board, have general supervision of the affairs of the Cooperative. If the chair of the board is absent or is unable or refuses to act, the president shall, when present, preside at all meetings of the board of directors and of the members.
- c) Vice-President – If the president of the board is absent or is unable or refuses to act, the vice-president shall, when present, preside at all meetings of the board of directors and of the members. The vice-president shall have such other duties and powers as the board may specify. If the chair of the board and president are absent or are unable or refuse to act, the vice-president shall, when present, preside at all meetings of the board of directors and of the members.
- d) Secretary – The secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Cooperative's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Cooperative.
- e) Treasurer – The treasurer shall have such powers and duties as the board may specify.
4.3 Appointment of Officers
Officers of the Cooperative are appointed by the directors of the board by ordinary resolution. A director may be appointed to any office of the Cooperative. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.
4.4 Removal of Officers
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Cooperative. Unless so removed, an officer shall hold office until the earlier of:
- the officer's successor being appointed;
- the officer's resignation;
- the officer ceasing to be a director (if a necessary qualification of appointment); or
- the officer's death.
4.5 Officer Vacancies
If the office of any officer of the Cooperative shall be or become vacant, the directors may, by ordinary resolution, appoint a person to fill such vacancy.
5 Section Five (DUTY OF CARE AND INDEMNITY OF DIRECTORS AND OFFICERS)
5.1 Duty of Care of Directors and Officers
Directors and officers of the Cooperative must:
(a) act honestly and in good faith with a view to the best interests of the Cooperative;
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and
(c) not disclose confidential information about the affairs of the Cooperative, its members or employees.
Subject to the Act, the Cooperative must indemnify directors and officers, former directors and officers, and persons who undertake or have undertaken any liability on behalf of the Cooperative, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by them in any proceeding to which they are made a party by reason of being or having been directors or officers of the Cooperative, if:
(a) they acted honestly and in good faith with a view to the best interests of the Cooperative; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing that their conduct was lawful.
6 Section Six (MEMBERSHIPS AND TRANSFERS)
6.1 Membership Qualifications
No person can be a member of the Cooperative unless that person:
(a) is an individual at least 18 years of age;
(b) has submitted a written application for membership that has been approved by the board or a person authorized by the board to approve membership applications; and
(c) has paid non-refundable membership dues in full for the current membership term.
6.2 Membership Terms
Membership terms are quarterly (3 months), semi annually (6 months), and annually (12 months). Non-membership day, week, and month passes are available to those not wishing to commit to a membership term.
6.3 Membership Classes
Subject to the articles, there shall be one class of members in the Cooperative. Membership in the Cooperative shall be available only to individuals interested in furthering the Cooperative's purposes and who have applied for and been accepted into membership in the cooperative by resolution of the board or in such other manner as may be determined by the board. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Cooperative.
6.4 Membership Certificate
The Cooperative is not required to issue formal certificates for memberships. The Cooperative must, if requested by a member, provide a receipt for the payment of a membership fee.
6.5 Transfer of Membership
No transfer of a membership is valid.
6.6 Withdrawal of Membership
A member may withdraw their membership in the Cooperative by giving the Cooperative 30 days notice of their intention to withdraw to the secretary of the Cooperative as per section 64 or the Act. The board or a person authorized by the board may, in writing, accept the member’s withdrawal on shorter notice.
6.7 Automatic Withdrawal – Death
An individual’s membership in the Cooperative is deemed to be withdrawn on their date of death.
6.8 Automatic Withdrawal – Non-payment of Membership
An individual’s membership in the Cooperative is deemed to be withdrawn if the member has not paid membership dues for the current membership period. This automatic withdrawal is effective as of the first day of the unpaid term.
6.9 Termination of Membership for Cause
The board may by special resolution at a meeting of the board terminate the membership of a member for cause.
6.10 Meaning of “for Cause”
For the purpose of by-law 6.7, “for cause” means:
(a) the failure of the member to meet any contractual or debt obligation owing to the Cooperative; or
(b) the conduct of the member that is detrimental to the welfare of the Cooperative.
6.11 Notice of the Board Meeting to Terminate
The member must be given at least seven (7) days' notice of the board meeting under by-law 6.7 and the notice must include a statement of the grounds for termination. Notice must be given in a manner that enables the Cooperative to prove delivery. The member is entitled to appear at the board meeting and must be given an opportunity to be heard, including through an agent or counsel.
6.12 Notice of Termination Following Decision of the Board
The Cooperative must give notice to the person whose membership is terminated within seven (7) days of the board resolution. Notice must be given in a manner that enables the Cooperative to prove delivery.
6.13 Effect of Termination of Membership
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Cooperative, automatically cease to exist.
6.14 Right of Appeal
Within twenty-one (21) days of receiving the notice of termination under by-law 6.10, the person whose membership was terminated may file a written notice of appeal with the Cooperative. The appeal must be heard at the next meeting of members in accordance with section 66(4)(5) of the Act.
7 Section Seven (GENERAL RESERVE AND ALLOCATION OF SURPLUS)
7.1 General Reserve
The Cooperative must establish and maintain a general reserve to retain the surplus, if any, for a financial year.
7.2 Allocation of Surplus – Community Service
The Cooperative operates entirely for purposes of community service. The surplus of the Cooperative in any financial year must be used for the purposes of the Cooperative or donated for community welfare as the board may determine.
8 Section Eight (MEETINGS OF MEMBERS)
8.1 Annual General Meeting
The directors of the Cooperative must hold an annual meeting of members in each financial year of the Cooperative. The annual genral meeting is held for the purpose of considering the directors’ annual general report, the financial statements, the appointment of auditors, the election of directors, and other business as permitted by the Act.
8.2 Special Meetings
A special meeting may be called by the board at any time, or by 5% of the members who sign and send a written requisition to the board. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
8.3 Place of Meetings
Meetings of members are held in Ontario at a place determined by the Board.
8.4 Notice of Meetings
Notice of the time, place, and purpose of each meeting of members must be given to the members between twenty-one (21) and thirty-five (35) days in advance of the meeting. This is subject to section 75 of the Act.
8.5 Chairperson and Secretary
The chairperson of the meeting of members is the chair of the board or president or vice-president as per section 4.3. If the chair of the board, president and vice-president are not present or not willing to be the chairperson, another person may be appointed chairperson by ordinary resolution of the members. Where the secretary is not present, the chairperson may appoint another person to be secretary for the meeting.
8.6 Persons Entitled to be Present
Members, directors, officers and the auditor are entitled to be present at a meeting of members. However, only those members entitled to vote at the members' meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting.
Any other person may be admitted only if invited by an ordinary resolution of the directors.
8.7 Quorum at Members' Meetings
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be a majority of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
8.8 Voting at the Meeting
A member in good standing that is on the members' register at the time notice of a meeting is sent is entitled to vote.
Voting is governed by these rules:
- a) each Member shall be entitled to one vote at the meeting
- b) Voting by proxy shall not be permitted
- c) Every motion shall be decided by a show of hands, with notification by the chair if the motion was carried or not carried.
- d) At all meetings, every motion shall be decided by a majority of votes.
- e) An abstention shall not be considered a vote cast.
- f) Whenever a vote by show of hands is taken on a question, a declaration by the chair that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favor of or against the motion.
- g) In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
8.9 Agenda at Members' Meetings
Any current member of the Cooperative can submit items for inclusion in the agenda of any meeting of the members. The board shall determine by ordinary resolution at which meeting the item will appear on the agenda. The agenda for the meeting will be included in the notice of the meeting.
The agenda at all meetings of the members shall include at least the following items:
- a) receipt of agenda;
- b) receipt of the minutes of the previous meeting of the members; and
- b) statement of items submitted by members to be discussed at future meetings.
The agenda at the annual meeting of the members shall include the items required for all members' meetings stated above and the following items:
- a) Consideration of the financial statements;
- b) Report of the auditor or person who has been appointed to conduct a review engagement;
- c) Reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year; and
- d) Election of Directors.
8.10 Minutes at Members' Meetings
Minutes of meetings of the members will be made available to members through electronic or other means.
9 Section Nine (DISSOLUTION)
9.1 Method of Dissolution
Upon dissolution and after paying all debts and liabilities, the remaining property shall be distributed to one or more co-operatives or charitable organizations as determined by ordinary resolution of the members.