New Glasgow Farmers Market Cooperative Ltd.
In this By-Laws unless there be something in the subject or context inconsistent therewith:
(a) Co-operative means: New Glasgow Farmers Market Cooperative Ltd.
(b) “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
(c) “Special Resolution” means a resolution passed by not less than three-fourths of such members entitled to vote as are present in person at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
(d) All policies and regulations shall exist and be carried out in accordance with the By-laws for the Co-operative.
(a) Membership is defined as a vendor of the New Glasgow Farmers Market who subscribes to the objectives of the Market in accordance to the official Rules and Regulations, has paid an annual membership fee prior to the AGM, is over the age of 18 years, resides in Nova Scotia and regularly attends meetings.
(b) For the purposes of registration, the number of members of the Co-operative is unlimited.
(c) Every member of the Co-operative shall be entitled to attend any meeting, to vote at any meeting, and to hold any office of the Co-operative. There shall be no proxy voting.
(d) Membership in the Co-operative shall not be transferable.
(e) Membership in the Co-operative shall cease upon the death of a member, or by notice in writing to the Co-operative of the member resigning his/her membership, or if the member ceases to qualify for membership in accordance with the By-laws, By-Laws or Rules and Regulations of the Co-operative.
(a) Annual and special meeting requirements shall be held in accordance with the by-laws for the Co-operative, including minimum quorum requirements and notice of meetings.
(b) An extraordinary general meeting of the Co-operative may be called by the Chairman or by three directors at any time, and shall be called by the directors if requisitioned in writing by at least twenty-five per centum (25%) in number of the members of the Co-operative.
(c) Seven days’ notice of a meeting, specifying the place, day and hour of the meeting and, in the case of special business, the nature of such business, shall be given to the members. Notice shall be given in writing, by facsimile, by email (if the message is not returned to the sender as undeliverable in any form within an acceptable period of time it shall be deemed sent) or by sending it through the post in a prepaid letter addressed to each member at his last known address. Any notice shall be deemed to have been given by facsimile when transmission has been confirmed, and by post at the time when the letter containing the same would be delivered in the ordinary course of post and in providing such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and placed in the post office. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.
(d) At each ordinary or annual meeting of the Co-operative, the following items of business shall be dealt with and shall be deemed to be ordinary business:
- Minutes of preceding general meeting
- Consideration of the annual report of the directors;
- Consideration of the financial statements, including balance sheet and operating statement and the report of the auditors thereon;
- Election of directors for the ensuing year;
- Election of officers;
- Appointment of Auditors.
All other business transacted at an ordinary or annual general meeting shall be deemed to be special business and all business shall be deemed special that is transacted at an extraordinary general meeting of the Society.
(e) No business shall be transacted at any meeting of the Co-operative unless a quorum of members is present at the commencement of such business and such quorum shall consist of 10 members.
(f) If within one-half hour from the time appointed for the meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In any case, it shall stand adjourned to such time and place as a majority of the members then present shall direct and if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die.
(g) The Chair of the Co-operative shall preside as Chair at every general meeting of the Co-operative.
(h) If there is no Chair or if at any meeting he is not present at the time of holding the same, the Vice-Chair shall preside as Chair.
(i) If there is no Chair or Vice-Chair or if at any meeting neither the Chair nor the Vice-Chair is present at the holding of the same, the members present shall choose someone of their number to be Chair.
(j) The Chair shall have no vote except in the case of an equality of votes. In the case of an equality of votes, s/he shall have a casting vote.
(k) The Chair may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.
(l) At any meeting, unless a poll is demanded by at least three members, a declaration by the Chair that a resolution has been carried and an entry to that effect in the book of proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.
(m) If a poll is demanded in manner aforesaid, the same shall be held such in a manner as the Chair may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.
(n) The Co-operative shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.
4. Board of Directors
(a) The Board of Directors shall exist in accordance with the by-laws for the Co-operative.
(b) Directors shall be elected by members at the annual general meeting of the Society.
(c ) At the annual general meeting, all the directors shall retire from office whose terms have expired, but shall hold office until the dissolution of the meeting at which their successors are elected and retiring directors shall be eligible for re-election.
(d) In the event that a director resigns his office or ceases to be a member in the Society, whereupon his office as director shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Society.
(e) The Society may, by special resolution, remove any director before the expiration of the period of office and appoint another person in his or her stead. The chair of the board or directors may remove a director for missing more than 3 meetings during the fiscal year and the board can replace the individual from the membership to complete the term. The person so appointed shall hold office during such time only as the director in whose place he or she is appointed would have held office if he or she had not been removed.
(f) Meetings of the Board of Directors shall be held as often as the business of the Co-operative may require, not less than 3 meetings per year and shall be called by the Chair. A meeting of directors may be held at the close of every ordinary or annual general meeting of the Co-operative without notice. Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each director within a reasonable time before the meeting is to take place, but non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the Board of Directors.
(g) No business shall be transacted at any meeting of the Board of Directors unless at least three of the directors are present at the commencement of such business.
(h) The Chair or, in his absence, the Vice-Chair or, in the absence of both of them, any director appointed from among those directors present shall preside as Chair at meetings of the Board.
(i) The Chairman may be entitled to vote as a director and, in the case of equality of votes, he shall have casting vote in addition to the vote to which s/he is entitled as a director.
(j) At the completion of the AGM, the Board of Directors shall hold a reorganization meeting to elect a Chair, Vice Chair, and Secretary/Treasurer which will be known as the executive. The list of directors and their position will be communicated to the membership within 30 days of the AGM.
(k) Powers of Directors
The management of the activities of the Society shall be vested in the directors who, in addition to the powers and authorities by these by-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Co-operative and are not hereby or by Statute expressly directed or required to be exercised or done by the Co-operative in general meeting. In particular, the directors shall have power to engage a manager and to determine his or her duties and responsibilities and his or her remuneration. The directors may appoint working committees as required, example operational committee, communication committee, etc. of which members may sit, however all committees will be chaired by a director. The chair of the board has the privilege of attending any committee meeting.
(l) The Co-operative shall file with the Registrar with its Annual Statement a list of its directors with their addresses, occupations, and dates of appointment or election, and within fourteen days of a change of directors, notify the registrar of the change.
(a) The officers of the Co-operative shall be a Chairman, a Vice-Chairman, a treasurer and a secretary. The officers of treasurer and secretary may be combined.
The seal of the Co-operative shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.
Preparation of minutes, custody of the books and records, and custody of the minutes of all the meetings of the Co-operative and of the Board of Directors shall be the responsibility of the Secretary. The Secretary shall also perform such other duties as may be assigned to him or her by the Board of Directors. The directors may appoint an external recording secretary for preparing the minutes of meetings.
The books and records of the Co-operative may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of the Co-operative.
Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Co-operative by the Chair or the Vice-Chair and the Secretary, or otherwise as prescribed by resolution of the Board of Directors.
A financial presentation outlining the position of the Co-operative shall be provided at a minimum of three board meetings per year.
(b) The Chair shall have general supervision of the activities of the Co-operative and shall perform such duties as maybe assigned to him or her by the members from time to time.
(c ) The Vice-Chair shall, at the request of the members or directors and subject to its directions, perform the duties of the Chairman during the absence, illness or incapacity of the Chair, or during such period of the Chair may request him or her to do so.
6. Audit of Accounts
(a) The auditor of the Co-operative shall be appointed annually by the members of the Co-operative at the ordinary or annual general meeting and, on failure of the members to appoint an auditor, the directors may do so.
(b) The Co-operative shall make a written report to the members as to the financial position of the Co-operative and the report shall contain a balance sheet and operating account. The auditors shall make a written report to the members upon the balance sheet and operating account, and in every such report, he shall state whether, in his or her opinion, the balance sheet is a full and fair balance sheet containing the particulars required by the Co-operative and properly drawn up so as to exhibit a true and correct view of the Co-operative affairs, and such report shall be read at the annual meeting. A copy of the balance sheet, showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year, audited by the auditor, shall be filed with the Registrar within fourteen days after the annual meeting in each year as required by law.
(c ) The Co-operative has power to repeal or amend any of the Co-operative By-Laws or by-laws by a special resolution passed in the manner prescribed by law.
7. Borrowing Powers
(a) The borrowing powers shall be carried out in accordance with the by-laws for the Co-operative.
(b) The borrowing powers of the Co-operative may be exercised by special resolution of the members.