|
NOWBC Co-op Rules
In these Rules: "Act" means the Cooperative Association Act of British Columbia from time to time in force and all amendments to it; "adjourned meeting" means the meeting to which a meeting is adjourned; " Association " means the NEIGHBOURS FOOD COOPERATIVE
"board" or "the directors" mean
the "member" means a member of the Association and includes a joint member;
"regulation" means the regulation under the
Cooperative "Rules" means these Rules and all amendments, additions, deletions or replacements from time to time in force and effect. 2Cooperative Association Act definitions apply
Subject to Rule 1, words and expressions defined in the Act as
they 3 Interpretation
Words in the singular form include the plural and vice versa
and 4
If there is a conflict or inconsistency between the Act and
the Part 2 — Membership
Membership in the Association is open in a non-discriminatory
manner 6 Application for membership
An individual or eligible organization that wishes to become a
member 7 Age qualification
To be eligible for membership in the Association , an individual
must 8
Class “A” 9 Approval of application
The directors, or a person authorized by the directors to
approve 10 Effective date of membership
Membership is effective on the day that the application
for 11 Withdrawal from membership A member may withdraw from membership in the Association by
(a) giving written notice to the directors of the
member's
(b) surrendering any share certificates in respect of
membership 12 Effective date of withdrawal
The membership of a member ceases on the date the member has
complied 13 Notice of death or bankruptcy
of
Subject to Rule 23 (2), notice to the Association of the death
or 14 Notice of
bankruptcy,
Notice to the Association of the bankruptcy, liquidation
or #15
The Association may terminate the membership of a member
in
(a) the member has engaged in conduct detrimental to
the
(b) the member has not paid money due by the member to
the
(c) in the opinion of the directors, based on
reasonable
(i) has breached a material condition of an agreement with
the
(ii) has not rectified the breach within a reasonable
time [CAA,
1999, section 34] 16 Appeal of termination
of
(1) A member whose membership is terminated for the reason
set (a) may appeal the termination in accordance with the Act, and
(b) if he or she does so, the member continues to be a member
of
(2) The right of appeal of a person whose membership in
the [CAA, 1999, section 37] 17 Effect of
termination,
(1) When a member withdraws from membership or a membership
is
(2) The cessation of membership does not release the
former Part 3 — Joint
Two or more individuals or eligible organizations may apply
in 19 Voting rights of joint members (1) The voting rights of joint members are governed by the Act.
(2) The signature on a written resolution of any one of
the [CAA, 1999, section 42] 20 Business done by joint member
Business done by one joint member is deemed to be business
transacted 21 Joint members — liability
The liability of joint members for amounts due to the Association
in [CAA, 1999, section 42] 22 Withdrawal of joint membership
(1) Joint members may withdraw from membership by
complying
(2) The written notice required by Rule 11 (a) must be
signed 23 Death of a joint member
(1) On receipt of proof satisfactory to it of the death of
one
(2) The death of one joint member does not have the same
effect 24 Entitlement of joint members
to
Only one joint member of a membership is entitled to be a director
of (a) is a member in his or her own right, or
(b) is authorized to represent a member that is an
eligible Part 4 — Share
The authorized share structure of the Association is set out in
the 26
The Association may issue to
Part 5 — Payment for
(1) Except as provided in this Rule, the Association must
not (2) Membership shares may be payable on call. [CAA, 1999, section 52] 28 Calls on unpaid amount
of
The directors may make calls on the members for any of the
money 29 Interest on unpaid call
(1) If a call is not paid on or before the date set for
payment
(2) The interest that accumulates under subrule (1) is a
debt
(3) The directors may waive payment of interest due
under 30 Dividends or interest
on
Payment of dividends or interest on membership shares that are
not [CAA, 1999, section 54] 31 Notice requiring payment of call
If a member fails to pay a call on or before the date set for
payment 32 Failure to comply with notice
If a member on whom or on which a notice has been served
under 33
(1) A forfeiture under Rule 32 is effective on the date
that
(2) A member whose share has been forfeited in accordance
with
(3) A forfeited share may be sold or otherwise disposed of
on
(4) A member whose share has been forfeited remains liable
to
Part 6 — Share
(1) The Association is
not
(2) The Association must issue certificates in respect of
investment
(3) The Association is not required to issue more than
one [CAA, 1999, sections 42, 57, 64] 35 Form of share certificate
Every share certificate issued by the Association must comply
with [CAA, 1999, sections 58, 216] 36 Manual signing of
share
Each share certificate issued by the Association must be
signed 37 Lost or destroyed certificates
If a share certificate is lost, stolen or destroyed, the
Association
(a) the Association has no notice that the lost, stolen
or
(b) the directors are satisfied that the certificate is
lost,
(c) the Association receives payment of the reasonable fee,
if
(d) the Association receives the indemnity, if any,
the Part 7 — Transfer of
(1) An instrument of transfer of any shares in the
Association (a) be in writing,
(b) specify the number and class of shares being
transferred,
(c) be executed and dated both by the transferor and
transferee,
(2) The transferor remains the holder of the shares until
the 39 Form of transfer
Shares in the Association may be transferred in the following
form,
I, ..........................[transferor],
Signed
on
(Signature
of
(Signature
of
(Signature
of 40 Effective date of transfer
of A transfer of shares does not take effect until
(a) any lien of the Association on the shares has
been (b) the transfer has been authorized by the directors, and
(c) the name of the transferee is entered in the register
of 41 Registering a transfer
The directors must immediately enter the name of the transferee
in
(a) the requirements set out in Rule 40 (a) and (b) have
been
(b) a duly executed instrument of transfer with the
certificate (c) that certificate has been cancelled. 42 Effect of lien on transfer
or
The Association may refuse to register a transfer or acknowledge
an [CAA, 1999, section 56] Part 8 — Transmission
The person entitled to the membership or investment shares of
a
(a) if the person is not a member, apply under Part 2
for
(b) if the person is a member, request that the
directors (c) apply to the directors to redeem the shares. 44 Registration of share
prohibited
The Association must not register a membership share or
investment (a) that person is a member, and (b) the transfer has been authorized by the directors. 45 Redemption of shares
If the person entitled to the membership share or investment share
of [CAA, 1999, section 66] Part 9 — Redemption of
Subject to the Act, these Rules and the special rights
and [CAA, 1999, section 66] 47 Redemption of shares to be
made
(1) If the Association proposes, at its option, to redeem
some
(2) A redemption of shares under subrule (1) must be made on
a 48 Sale and voting of
redeemed
Subject to the Act, the Association may sell any share redeemed
by 49 Redemption of shares
on
Subject to the Act, if a member withdraws from membership, the
period [CAA, 1999, section 38] 50 Redemption of shares
on
If the Association terminates the membership of a member
under [CAA, 1999, section 38] 51 Entitlement to redemption
(1) Subject to the Act, an individual member who has
attained
(2) A member who wishes to have the Association redeem any
of [CAA, 1999, section 66] 52 Amount paid on redemption
A member is entitled to the amount paid up on the par value of
a Part 10 — Register of
The Association must keep and maintain a register of members and
a [CAA, 1999, section 124] Part 11 — General
The Association must hold its first and subsequent general
meetings [CAA, 1999, section 143] 55 Business at annual
general
At the first general meeting and at each annual general meeting
the (a) report of the directors; (b) financial statement; (c) auditor's report, if applicable; (d) election or appointment of directors; (e) appointment or waiver of appointment of an auditor. 56 Order of business at
annual
The order of business at the first general meeting and at
annual (a) meeting to be called to order; (b) notice convening meeting to be read;
(c) minutes of preceding annual general meeting to be read
and (d) business arising out of minutes to be considered; (e) reports of standing and special committees to be read; (f) financial statement to be placed before the meeting; (g) reports of directors and auditors to be read; (h) election of directors and appointment of auditors; (i) special business to be considered; (j) unfinished business to be considered; (k) new business to be considered. 57 Special business
(1) Any business other than business listed in Rule 55
is
(2) Special business must be approved by ordinary resolution
of 58 Special general meetings
(1) The calling of a special general meeting by the
directors,
(2) The requisitioning of a special general meeting by
the
(3) The directors may determine the order of business at
a [CAA, 1999, sections 150, 151, 152] 59 Time and place of
general
General meetings must be held at the time and place in
British [CAA, 1999, section 148] 60 Provision for 2 or more
general
(1) If it is not possible to hold one general meeting at a
time
(2) Votes taken at meetings referred to in subrule (1)
(3) The sum of the total votes taken at the meetings
referred [CAA, 1999, section 144] 61 Record date
(1) The record date for any general meeting is the 30th
day
(2) Only those members whose names are entered on the
register 62 Notice of general meetings
of
Notice of general meetings must be given to members and to
the [CAA, 1999, sections 122, 146] 63 Financial statement
A copy of the financial statement that is to be placed before
a 64 Notice of special business
If special business is to be considered at a general meeting,
the 65 Notice of special resolution
(1) If a special resolution is to be proposed at a
general (a) the full text of the special resolution, or,
(b) if the full text of the special resolution is too
lengthy
(2) If a notice under Rule 62 contains a summary of the text
of 66 Notice of adjourned meeting
If a general meeting is adjourned for fewer than 30 days, it is
not 67 Manner of giving notice
The notice and financial statement required to be provided to
members 68 Meeting valid despite failure
to
The accidental omission to give notice of any general meeting to,
or 69
The 70 Requirement of quorum
No business, other than the election of a chair and the
adjournment 71 Lack of quorum
(1) If, within one hour from the time appointed for a
general
(a) if convened by requisition of members, must be
dissolved,
(b) in any other case, stands adjourned to the same day in
the
(2) If at the adjourned meeting referred to in subrule (1) 72 Chair
Subject to Rule 73, the president or, in the absence of
the 73 Alternate chair
If there is no chair present within 30 minutes after the
time 74 Adjournments by chair
The chair of a general meeting may, and if so directed by the
members 75 Secretary
The directors at a general meeting must appoint a member to act
as 76 Minutes of meetings
The secretary must record the minutes of all resolutions
and 77 Persons entitled to be present
The only persons entitled to be present at a general meeting
are 78 Other persons may be admitted
A person who is not entitled to be present at a general meeting
under 79 Meetings by conference telephone
The Association may permit members to participate in general
meetings [CAA, 1999, section 149]
|
Part 12 — Voting at
General Meetings
80 Actions to be
determined by
ordinary resolution
At a general meeting, every motion must be determined by
ordinary
resolution unless otherwise required by the Act or these
Rules.
81 Chair not entitled to casting
vote
In case of an equality of votes,
(a) the chair of a general meeting is not entitled to a
second
or casting vote, and
(b) the motion is lost.
82 Decisions by show of hands or
poll
Unless otherwise provided in these Rules or the Act, every motion
for
a resolution put to a vote at a general meeting is to be
decided on a
show of hands unless
(a) before or promptly on the declaration of the result of
the
vote by a show of hands, a poll is directed by the chair or
demanded
by at least one individual who is present and entitled to
vote, or
(b) one or more members vote at the meeting by telephone
or
other communications medium, in which event the voting must be
by
poll or conducted in any other manner that adequately discloses
the
intentions of the members.
83 Polls
(1) An individual present and entitled to vote at a
general
meeting may demand that a poll be taken on any matter
under
consideration at that meeting either before or promptly
after the
vote by show of hands is taken.
(2) Subject to Rule 85, a poll must be taken in the manner
and
at the time, either at the general meeting or within
7 days
after the date of the meeting, and at the place that
the chair of the
meeting directs.
(3) The result of the poll is deemed to be a resolution of
the
general meeting at which the poll is demanded.
(4) The person who demanded a poll may withdraw the
demand
before the poll is taken.
84 Chair must resolve dispute on a
poll
The chair must determine any dispute as to the admission or
rejection
of a vote given on a poll, and the chair's
determination, made in
good faith, is final and conclusive.
85 Demand for a poll on adjournment
A poll demanded on a motion for adjournment must be taken
immediately
at the meeting.
86 Demand for a poll not to prevent
continuance of meeting
A demand for a poll does not prevent the continuation of a
general
meeting for the transaction of any business other than the
motion on
which the poll has been demanded unless the chair orders
otherwise.
87 Declaration of result
The chair must declare to the general meeting the decision on
every
motion in accordance with the result of the show of hands or
the
poll, and that decision must be entered in the minutes of
the
meeting.
88 Declaration is proof
Unless a poll is required or demanded, a declaration by the
chair
that a motion has been carried, or carried unanimously, or
by a
particular majority, or lost or not carried by a particular
majority,
and an entry to that effect in the minutes of the
general meeting is
proof, in the absence of evidence to the
contrary, of the fact
without proof of the number or proportion of
the votes recorded in
favor of or against that motion.
89 Retention of ballots and proxies
Each ballot cast on a poll, and each proxy appointing a proxy
holder
who casts a ballot on a poll,
(a) must be kept at the registered office of the Association
for
3 months after the general meeting,
(b) during the period referred to in paragraph (a), must be
open
to inspection at the registered office of the Association
during the
Association's normal business hours by any member or
proxy holder
entitled to vote at the meeting from which the ballot
and the proxy
came, and
(c) may be destroyed at the end of the period referred to
in
paragraph (a).
Part 13 — Meetings of
Investment Shareholders
90
Rules relating to general
meetings apply
Subject to the Act and these Rules, the Rules relating to
general
meetings apply, with the necessary changes and so far as
they are
applicable, to a meeting of investment shareholders and a
meeting of
investment shareholders holding shares of a particular
class of
investment shares.
91 Notice of meeting of investment
shareholders
Notice of a meeting of investment shareholders, or of
investment
shareholders of a particular class of investment
shares, must be
given in accordance with the Act or in a manner
permitted in Part 25
of these Rules.
[CAA, 1999, sections 146, 147]
Part 14 — Voting
Rights of Members and
Investment
Shareholders
92 Voting rights and
restrictions
The right of a member or joint member to vote at a general
meeting
and of an investment shareholder or joint investment
shareholder to
vote at a meeting of investment shareholders or of
investment
shareholders holding shares of a particular class of
investment
shares, and the restrictions on those rights, are
governed by the
Act.
[CAA, 1999, sections 40, 41, 42, 59, 60,
61]
93 Votes of persons in
representative capacity
A person who is not registered as the holder of a membership share
or
investment share but who is entitled to vote at a general
meeting or
a meeting of investment shareholders, or of investment
shareholders
of a particular class of investment shares, as a
representative of a
member or investment shareholder, may vote in
the same manner as if
he or she were a member or investment
shareholder if, before the
meeting at which he or she proposes to
vote, he or she satisfies the
directors of his or her right to
vote at that meeting.
94 Executors or administrators as
joint shareholders
If there are 2 or more executors or administrators of a
deceased
member in whose sole name membership shares or investment
shares
stand, those executors or administrators are, for the
purposes of
voting at general meetings or meetings of investment
shareholders or
of investment shareholders of a particular class
of investment
shares, deemed to be joint shareholders of the
membership shares or
investment shares, as the case may be.
95 Representative of eligible
organization
(1) If an eligible organization provides evidence that
complies
with Rule 98 of the appointment of an individual to
represent it
at a general meeting or a meeting of investment
shareholders or of
investment shareholders of a particular class
of shares,
(a) the representative is entitled to exercise in respect of
and
at that meeting the same rights on behalf of the
eligible
organization as that eligible organization could exercise
if it were
an individual member or investment shareholder of the
Association
present, and
(b) the representative, if present at a meeting, is to
be
counted for the purpose of forming a quorum.
(2) The evidence of appointment required by Rule 99
with
respect to a representative of an eligible organization may
be
provided by written instrument, facsimile transmission,
telegram,
telex or any method of transmitting legibly recorded
messages.
96 Proxy voting at a general
meeting
An individual member may vote by proxy at a general meeting
in
accordance with the Act and these Rules if the member's
residence, as
determined from the register of members of the
Association , is more
than 80 km from the place of the
meeting, or if there are 2 or
more meeting places, from the place
of the meeting closest to the
member's residence.
[CAA, 1999, section 43]
97 Proxy voting by investment
shareholders
An investment shareholder may vote by proxy at a meeting
of
investment shareholders or of investment shareholders of a
particular
class of investment shares and the proxy may be any
person appointed
by the investment shareholder.
[CAA, 1999, section 62]
98 Requirements of proxies and
similar instruments
A proxy, or an instrument appointing a representative of a member
who
is an eligible organization, must
(a) be in writing,
(b) identify the appointing shareholder and the proxy holder,
or
the eligible organization and individual appointed as
the
representative of the eligible organization,
(c) identify the meeting in respect of which the proxy is
given
or the meeting for which the representative is appointed,
(d) be signed by the appointing member or investment
shareholder
or an attorney authorized in writing by the appointing
member or
investment shareholder, or, if the appointing member is
an eligible
organization, a duly authorized director, officer or
attorney of the
eligible organization, and
(e) include the date of the signature referred to
in
paragraph (d).
99 Form of proxy
An instrument appointing a proxy may be in the following form or
in
any other form approved by the directors:
I,
....................................................,
of
........................................................, a
member
of
.....................................................................[name
of
association ] hereby
appoint
............................................. as my proxy
to vote for
me and on my behalf:
[Check and complete applicable statement]
[ ] at the general meeting to be held
on
..................[year, month,
day], and any adjournment of
that
meeting, and the person I am appointing is a member of
the
Association .
[ ] at the meeting of investment
shareholders to be held on
................ [year,
month, day], and any adjournment of
that
meeting.
[ ] at the meeting of investment
shareholders of Class
........shares [indicate
class of shares] to be held
on
..................[year, month,
day], and any adjournment of
that
meeting.
Signature
......................................
Date
.................................[year,
month, day]
100 Deposit of proxies
A proxy, along with the original or a copy, certified by a
notary
public, of the power of attorney or other authority, if
any, under
which the proxy is signed, must be deposited
(a) at the registered office of the Association or at any
other
place specified for the purpose in the notice calling the
meeting, at
least 48 hours, excluding Saturdays and holidays,
before the
time for holding the meeting in respect of which the
person named in
the instrument is appointed, or
(b) at the place specified for the meeting, before
its
commencement, with a director or officer or the solicitor of
the
Association .
101 Validity of proxy votes
A vote given in accordance with the terms of a proxy is valid
despite
the death or incapacity of the member giving the proxy or
despite the
revocation of the proxy or of the authority under
which the proxy is
given, unless notice in writing of that death,
incapacity or
revocation is received at the registered office of
the Association ,
or by the chair of the meeting or adjourned
meeting for which the
proxy was given, before the vote is taken.
102 Revocation of proxies
A proxy may be revoked in any manner provided by law including by
an
instrument in writing that is
(a) signed by the member giving the proxy or by his or her
agent
authorized in writing or, if the member is an eligible
organization,
by a duly authorized director, officer or attorney
of the
organization, and
(b) delivered to
(i) the registered office of the Association , at any time
up
to and including the last business day preceding the day of
the
meeting, or any adjournment of that meeting, at which the
proxy is to
be exercised, or
(ii) the chair of the meeting, on the day of the meeting or
any
adjournment of that meeting before the taking of any vote in
respect
of which the proxy is to be exercised.
103 Production of evidence of
authority to vote
The chair of any meeting may, but need not, inquire into
the
authority of any person to vote at the meeting and may, but
need not,
demand from that person evidence of his or her authority
to vote.
Part 15 — Directors
104 Duties of directors
The directors must manage the Association in accordance with
the
responsibilities, duties and powers set out in the Act,
the
regulation, the memorandum and these Rules.
[CAA, 1999, Part 6, Divisions 1, 2, 3]
105
Number of directors
(1) The Association must have,
(a) in accordance with the Act, at least 3 directors, and
(b) not more than 7 directors.
(2) The number of directors may be changed within the
limits
set out in subrule (1) by ordinary resolution of the
members.
[CAA, 1999, section 72]
106 Qualifications for directors
In addition to the qualifications required by the Act, the
majority
of directors must be individuals who are not employees of
the
Association .
[CAA, 1999, sections 72,79]
Part 16 — Election,
Appointment and Removal of Directors
107 Election at annual general
meeting
An election of directors must be held at each annual general
meeting
to replace those directors whose terms of office have
expired or will
expire at the end of the meeting in accordance
with Rule 114.
108 Nomination of candidates
A member may nominate a candidate for director either before or at
an
annual general meeting at which a director is to be elected.
109 Voting by secret ballot
If the number of nominees in an election for directors exceeds
the
number of directors to be elected at the election, the
election of
directors must be by secret ballot.
110 Candidates declared elected
If the number of candidates nominated for director is equal to
the
number of directors to be elected, those nominated candidates
are
declared elected and no election is required.
111 Directors elected according to
number of votes
In an election of directors, the chair must declare elected
the
candidates who received the highest number of valid votes up
to the
number of directors to be elected.
112 If 2 or more candidates receive
equal number of votes for
last vacancy
If 2 or more candidates receive an equal number of votes for the
last
vacancy on the board and it is not practical to hold a
run-off
election at the meeting,
(a) the directors who have already been elected in the
election,
and
(b) the directors whose terms of office will not expire at
the
end of the meeting at which the election is held
must determine which of those candidates is to be elected.
113 Consent to act as director
For the election or appointment of a director to be valid, consent
of
the candidate must be provided in accordance with the Act.
[CAA, 1999, section 74]
114 Staggered terms of office of
directors
(1) In this section, "1st
annual general meeting”
means
the first general meeting of the Association .
(2) The term of office of a director ends at the end of
the
annual general meeting at which a replacement is elected.
(3) A reduction in the number of directors under Rule 105
does
not affect the unexpired term of a director in office.
(4) In the election of directors held at the 1st annual
general
meeting, all directors must be elected for a term ending
at the 2nd
annual general meeting.
(5) In the election of directors held at the 2nd annual
general
meeting,
(a) if the Board has an even number of directors,
(i) half of the directors must be elected for a term ending
at
the 2nd annual general meeting after the general meeting at
which
those directors were elected, and
(ii) the remainder must be elected for a term ending at
the
next annual general meeting, or
(b) if the Board has an odd number of directors,
(i) a simple majority must be elected for a term ending at
the
2nd annual general meeting after the general meeting at which
those
directors were elected, and
(ii) the remainder must be elected for a term ending at
the
next annual general meeting.
(6) In the election of directors held at each annual
general
meeting after the 2nd annual general meeting, the
directors to be
elected must be elected for a term ending at the
2nd annual general
meeting held after the annual general meeting
at which those
directors were elected.
115 Effect of vacancy on ability of
directors to act
(1) Despite any vacancy on the board, the continuing directors
(a) if and so long as the number of continuing
directors
constitutes a quorum of the board, may continue to
function without
filling the vacancy and may appoint a qualified
member to fill the
vacancy, or
(b) if the number of continuing directors does not constitute
a
quorum of the board, may appoint directors for the purpose
of
increasing the number of directors to a quorum or to call a
general
meeting and for no other purposes.
(2) Except in the circumstances described, and to the
extent
authorized in subrule (1) (b), the directors are
not
entitled to fill a vacancy on the board that is caused by
either an
increase in the number of directors under Rule 105
or a failure
to elect the minimum number of directors required by
these Rules.
(3) In the circumstances described in subrule (1) (b)
or
when there are vacancies on the board as a result of an increase
in
the number of directors under Rule 105 or a failure to elect
the
minimum number of directors required by these Rules, the board
must
call, as soon as practicable, a general meeting to fill the
vacancy.
(4) The term of office of a director appointed
under
subrule (1) (a) is the unexpired portion of the
term of
office of the individual whose departure from the office
created the
vacancy.
(5) The term of office of a director appointed
under
subrule (1) (b) or (2) is until the vacancy is
filled under
subrule (3).
(6) If, as the result of a vacancy, there are no directors
of
the Association , the members may, by ordinary resolution or by
an
instrument in writing signed by a simple majority of members,
appoint
a qualified individual as director solely for the purpose
of calling
a special general meeting to fill the vacancies on the
board.
116 Directors eligible for election
or appointment again
A person whose term as director is ending is eligible for
re-election
or reappointment.
117 Director ceasing to hold office
A director ceases to hold office in accordance with the Act and
these
Rules.
[CAA, 1999, section 80]
118 Removal of director
The Association may by special resolution remove any director
before
the expiration of his or her term of office, and may by an
ordinary
resolution fill the vacancy created by the removal.
Part 17 — Meetings of
Directors
119 Meetings of
directors
Subject to the Act and these Rules, the directors may meet
together
for the dispatch of business, adjourn and otherwise
regulate their
meetings as they consider appropriate.
[CAA, 1999, section 77]
120 Time and place of meetings
Meetings of the board must be held at the time and place in
British
Columbia that the board determines is appropriate, and if
the board
does not determine the time and place, the president of
the
Association or any two directors may make that determination.
121 Who may call meetings
A director may, and the secretary of the Association on request of
a
director must, call a meeting of the directors at any time.
122 Notice of meeting
(1) Subject to Rules 123, 124, 125, 126 and 127, at least
10
days notice of a meeting of the directors, specifying the
place, date
and hour of the meeting, must be given to each
director and is
sufficiently given if provided
(a) by personal delivery,
(b) by mail addressed to the director's address as it appears
in
the register of directors,
(c) by leaving it at the director's usual business
or
residential address,
(d) by telegram, telex, facsimile transmission, or any
other
method of transmitting legibly recorded messages, or
(e) by telephone to the director's telephone number as
provided
by the director.
(2) A notice of a meeting of directors must specify the
purpose
of, or the business to be transacted at, the meeting if
the meeting
is called to deal with an emergency or any of the
following matters:
(a) a question or matter requiring approval of the members;
(b) filling a vacancy on the board;
(c) filling a vacancy in the office of auditor;
(d) issuing shares;
(e) declaring patronage returns or dividends on shares;
(f) redeeming shares issued by the Association ;
(g) approving a financial statement of the Association ;
(h) making decisions that by the Act or these Rules are
required
to be made by a vote of greater than a majority of the
directors.
(3) A notice mailed under subrule (1) (b) is deemed received
on
the second day, not including Saturday and holidays, after the
date
of mailing.
(4) A notice given in accordance with subrule (1) (c) is
deemed
received when it is delivered.
(5) A notice given under subrule (1) (d) is deemed received
at
the time the telegram, telex, facsimile transmission or
other
electronic transmission is sent.
(6) A notice given under subrule (1) (e) is deemed received
at
the time the information is provided by telephone.
123 Meeting of new board
If a quorum of directors is present, the directors newly elected
at
an annual general meeting and the directors whose terms of
office do
not expire at the end of that meeting, without notice,
may hold a
meeting of the board immediately after that general
meeting.
124 Regular meetings
(1) The board may, by resolution, appoint a day or days in
any
month or months for regular board meetings at the places and
times
specified by the board.
(2) A copy of the resolution under subrule (1) must be sent
to
each director immediately after being passed, and no other
notice is
required for any regular board meeting, unless the Act
or these Rules
require that the purpose of the meeting or the
business to be
transacted at it be specified in a notice.
125 Notice of emergency meeting
In an emergency, the president of the Association may call a
meeting
of the directors by giving each director at least
48 hours
written or oral notice of the meeting.
126 Notice of adjourned meeting
Notice of an adjourned meeting of directors is not required if
the
time and place of the adjourned meeting is announced at the
original
meeting.
127 Meeting valid despite failure
to give notice
The accidental omission to give notice of any meeting to, or
the
non-receipt of any notice by, a director does not invalidate
any
proceedings at that meeting.
128 Quorum of the board
A quorum of the board is a majority of the total number of
directors
authorized by the Association under Rule 105.
129 Chair
(1) The president of the Association or, in the absence of
the
president, the vice-president must chair all meetings of the
board.
(2) If both the president and vice-president are absent from
a
meeting of the board, the directors present must appoint one of
their
number to chair the meeting.
130 Voting at meetings
Questions arising at any meeting of the directors are to be
decided
by a majority of votes, unless the Act or these Rules
require
otherwise and, in the case of an equality of votes, the
chair does
not have a second or casting vote.
131 Minutes of directors' meetings
The minutes of the proceedings of the directors must be kept
in
accordance with the Act.
[CAA, 1999, section 137]
132 Transaction of business without
a meeting
A resolution of the directors may be passed without a meeting
in
accordance with the Act and these Rules.
[CAA, 1999, section 77]
133 Effective date of written
resolution
A resolution referred to in Rule 132 is effective from the
date
specified in the resolution, but that date must not be before
the day
on which the last director consents in writing to the
resolution.
134 How written consent may be
given
For the purposes of a resolution referred to in Rule 132,
written
consent may be provided by telegram, telex, facsimile
transmission
or any other method of transmitting legibly recorded
messages.
135 Meetings by conference
telephone
A director may participate in a meeting of the directors or of
any
committee of the directors by means of telephone or
other
communications medium in accordance with the Act.
[CAA, 1999, section 77]
Part 18 — Committees
of Directors
136 Appointment of
committees
(1) The board may, by resolution, appoint one or
more
committees consisting of the director or directors that the
board
consider appropriate to exercise the powers delegated by the
board to
them as authorized by the Act.
(2) Any committee so formed, in the exercise of the
powers
delegated to it, must
(a) conform to any terms of reference that may from time to
time
be imposed on it by the directors, and
(b) report every act or thing done in the exercise of
those
powers to the earliest meeting of the directors held next
after the
act or thing has been done.
[CAA, 1999, section 76]
137 Variation of terms of reference
The board may vary, add to or limit the terms of reference of
any
committee of directors.
138 Time and place of committee
meetings
The members of a committee of directors may meet and adjourn as
they
consider appropriate.
139 Quorum
Unless the board determines otherwise, each committee of
directors
has the power to fix its quorum at not less than a
majority of the
committee members.
140 Vacancy
If there is a vacancy on a committee of directors, the
remaining
committee members may exercise all the powers of the
committee as
long as a quorum of the committee remains in office.
141 Chair
A committee of directors may elect a chair of its meetings but, if
no
chair is elected, or if at any meeting the chair is not
present
within 15 minutes after the time appointed for
holding the
meeting, the directors present who are members of the
committee may,
by resolution, choose one of their number to chair
the meeting.
142 Voting at committee meetings
Questions arising at any meeting of a committee of directors
are
determined by a majority of votes of the members present, and
in case
of an equality of votes the chair has no second or casting
vote.
143 Minutes of committee
proceedings
The minutes of the proceedings of a committee of directors must
be
kept in accordance with the Act.
[CAA, 1999, section 137]
Part 19 — Officers
144 Appointment of president
and
vice-president
The board must appoint, by resolution, a president and
a
vice-president of the Association from among the directors.
145 Appointment of other officers
(1) The board may appoint, by resolution, a secretary,
a
treasurer and other officers that the board determines are
necessary.
(2) The officers appointed under subrule (1) may be,
but
need not be, directors.
146 One person may hold more than
one office
Two or more offices of the Association may be held by the
same
individual.
147 Powers and duties of officers
Subject to the Act, the board may specify the powers, duties
and
responsibilities of the officers appointed, and may vary, add
to, or
limit the powers, duties, and responsibilities of any
officer.
[CAA, 1999, section 105]
148 Term of office and remuneration
(1) The board must determine the term of office and
the
remuneration of any officer it appoints.
(2) The board, in its discretion, may remove any officer of
the
Association without prejudice to that officer's rights under
any
employment contract.
Part 20 — Conflict of
Interest Rules for
Directors
and
Officers
149 Act applies
The directors and officers of the Association are governed by
the
disclosure and conflict of interest rules set out in the Act.
[CAA, 1999, Part 6, Division 2]
Part 21 —
Indemnification of Directors and Officers
150
Act applies
The Association must indemnify the directors and officers
in
accordance with the Act.
[CAA, 1999, Part 6, Division 3]
Part 22 — Finances
151 Borrowing powers
The directors may, for the purposes of the Association , on behalf
of
the Association ,
(a) borrow or raise money in the manner and amount, from
the
sources, on terms and conditions, and
(b) issue notes, bonds, debentures and other debt securities
as the directors consider appropriate.
152 Investment powers
Subject to any limitations adopted by the directors, and,
if
applicable, to Rule 153, the directors may invest the
funds of
the Association in the manner they consider appropriate.
#153
Limitations on investing
(1) The directors must not invest any of
the funds of the
Association over $5,000
at
any one time without the prior approval by special resolution of
the
members or unless the money is to be invested in a security or
class
of securities in which trustees are permitted to invest trust
funds
under the Trustee Act.
(2) The Association must not provide loans on the security
of
its shares.
(3) Subrule (1) refers
to
investments outside the Association and does not apply to
investment
in inventory, equipment, infrastructure, real estate or
other capital
improvements, as long as they are directly related
to the business of
the Association.
154 Auditor
(1) Subject to and in accordance with the Act, the
directors
must appoint the first auditor and the Association must
appoint
subsequent auditors, if any.
(2) The duties and rights of the auditor are governed by
the
Act.
[CAA, 1999, Part 7]
155 Accounting records
The directors must cause accounts to be kept in accordance with
the
Act.
[CAA, 1999, section 138]
156 Financial year
The financial year of the Association ends on the date fixed by
the
directors.
157 Use of surplus funds
The directors must apply surplus funds arising from the operation
of
the Association in a financial year as follows:
(a) first, to the reserves required by Rule 158;
(b) next, to retire all or a portion of any deficit
previously
incurred by the Association , as the directors
determine is
appropriate;
(c) last, to patronage returns or dividends as recommended
by
the directors.
158
Reserves
The directors must set aside as reserves for meeting contingencies
at
least 10% of the surplus funds arising from the operations of
the
Association in each financial year until those reserves are
equal to
the following percentages of paid up share capital at the
date of
apportionment under Rule 157:
(a) if the paid up share capital is $25 000 or less, 30%;
(b) if the paid up share capital is greater than $25 000
but
not greater than $50 000, 20%;
(c) if the paid up share capital is greater than $50 000
but
not greater than $100 000, 10%;
(d) if the paid up share capital exceeds $100 000,
the
percentage, if any, determined by resolution of the members.
159 Application of reserves
Subject to the Act and these Rules, reserves must be available
to
meet contingencies and until required for that purpose may
be
employed in any manner the directors consider appropriate.
[CAA, 1999, sections 8, 9, 66]
160 Patronage returns
Subject to and in accordance with the Act and the Rules in this
Part,
the Association may allocate among and credit or pay to the
members
patronage returns.
[CAA, 1999, section 9]
161 When payment of patronage
returns prohibited
The Association must not pay any patronage return if there
are
reasonable grounds for believing that
(a) the Association is unable to pay its liabilities as
they
become due in the ordinary course of business, or
(b) paying the patronage return would
(i) render the Association unable to pay its liabilities
as
they become due in the ordinary course of business, or
(ii) cause the realizable value of the Association's assets
to
be less than its liabilities.
162 Directors must recommend
dividend or patronage return
The directors must report to each annual general meeting the state
of
the Association's financial affairs and the amounts, if any,
which
they recommend to be paid by way of dividend or patronage
return.
163 Association to declare dividend
or patronage return
Subject to Rules 157 and 164, the Association may declare
dividends
and patronage returns in accordance with the Act, but a
dividend or
patronage return must not be paid except out of
surplus funds and
must not exceed the amount recommended by the
directors.
[CAA, 1999, section 66]
164 Payment of dividends on
membership shares
The Association may pay dividends at rates not exceeding 8% yearly
on
the paid up amount of membership shares.
165 Association may apply dividends
or patronage returns
The Association may apply any dividend or patronage return
credited
to a member to the unpaid amount on any membership shares
held by
that member, but the amount so applied must not exceed the
amount
unpaid.
Part 23 — Dispute
Resolution
166 Disputes to be
referred to
arbitration committee of members
A dispute that under the Act may be submitted for arbitration must
be
referred to an arbitration committee of 3 members of the
Association
in accordance with this Part.
[CAA, 1999, section 208]
167 Commencement of arbitration
proceedings
(1) An arbitration referred to in Rule 166 must be commenced
in
accordance with the Act.
(2) If notice is provided to a director under subrule (1),
that
director must promptly provide the Association with a copy of
the
notice.
[CAA, 1999, section 208]
168 Nomination of committee members
Within 14 days of receipt of a notice referred to in Rule 167,
the
president of the Association and the other party must each
nominate
one member of the Association as a member of the
arbitration
committee, and the third member must be appointed by
the 2 nominated
members.
169 Failure to nominate committee
If for any reason an arbitration committee has not been
appointed
within 6 weeks after the first member is nominated
to the
committee, on application by a party, the Supreme Court of
British
Columbia may appoint the members of the arbitration
committee not
appointed under Rule 168.
170 Consolidation of disputes
Disputes that have arisen between the Association or a director
and
different parties may be heard in one arbitration if
(a) the disputes are similar, and
(b) all parties agree on the appointment of the
arbitration
committee and the steps to be taken to consolidate the
disputes into
the one arbitration.
171 Procedure
(1) Subject to these Rules, the arbitration committee
may
conduct a hearing in the manner it considers appropriate, but
each
party must be treated fairly and must be given full
opportunity to
present its case.
(2) Each party to the dispute must submit to the
arbitration
committee a written statement describing the nature of
the dispute
and a summary of the evidence the party intends to
present at the
hearing.
(3) The arbitration committee must hold a hearing as soon
as
possible at a location that is convenient to both parties.
(4) The arbitration committee may determine whether the
hearing
is open to all members of the Association .
(5) Each party to the dispute must attend the oral hearing,
if
any, and may be represented by another person including a
lawyer.
(6) If both parties agree, the hearing may consist of
an
exchange of written statements or any other procedure.
172 Examination and evidence
(1) A party to the dispute is a compellable witness at an
oral
hearing.
(2) Witnesses at an oral hearing must
(a) respond fully to questions asked by members of
the
arbitration committee, and
(b) produce all relevant records that the arbitration
committee
may require.
(3) Each party may present or rebut evidence and may examine
or
cross-examine witnesses at an oral hearing.
(4) The arbitration committee is not bound by the rules
of
evidence and may admit as evidence any oral testimony or any
record
that the arbitration committee considers is credible or
trustworthy
and relevant to an issue in dispute between the
parties.
173 Decision must be in writing and
signed by committee members
(1) The arbitration committee may make whatever decision
it
considers just having regard to the Act, the regulation,
the
memorandum of the Association , these Rules and the
evidence
presented by the parties.
(2) The decision must be in writing and signed by each
member
of the arbitration committee.
(3) Within 4 weeks of the date of the decision, the
arbitration
committee may vary a decision to correct a clerical or
typographical
error or omission, or a similar type of error or
omission.
174 Costs of arbitration
Parties to an arbitration must bear their own costs.
Part 24 — Notices
175 Notice to directors,
members,
investment shareholders and other persons
Unless otherwise specified in the Act or these Rules, any
notice
required to be given to a director, member, investment
shareholder or
any other person must be in writing and is
sufficiently given if it
is
(a) delivered personally,
(b) delivered to the person's last known address, as recorded
in
the Association's register of members or investment
shareholders or
other record of the Association,
(c) mailed by prepaid mail to the person's last known
address,
as recorded in the Association's register of members or
investment
shareholders or other record of the Association ,
(d) sent to the person by facsimile transmission to a
telephone
number provided for that purpose, or
(e) served in accordance with Rule 182 or 183.
[CAA, 1999, section 147]
176 Notice to Association
Unless otherwise specified in the Act or these Rules, any
notice
required to be given to the Association must be in writing
and is
sufficiently given if it is
(a) delivered to the registered office of the Association ,
(b) mailed to the registered office of the Association
by
prepaid mail,
(c) sent by facsimile transmission to a telephone
number
provided for that purpose, or
(d) served in accordance with the Act.
[CAA, 1999, section 28]
177 Deemed receipt
(1) A notice given in accordance with Rules 175 (b) or 176
(a)
is deemed received when it is delivered.
(2) A notice given in accordance with Rules 175 (c) or 176
(b)
is deemed received on the second day, not including Saturday
and
holidays, after the date of mailing.
(3) A notice given in accordance with Rules 175 (d) or 176
(c)
is deemed to be received at the time the notice is sent by
facsimile.
178 Computation of time
In computing the date when notice must be given under any
provision
requiring a specified number of days notice of any
meeting or other
event, the date of giving notice must be excluded
and the date of the
meeting or other event must be included.
179 Undelivered notices
If a mailed notice is returned on two consecutive occasions
because
the intended recipient cannot be found, the Association is
not
required to give any further notices to that intended
recipient until
the intended recipient informs the Association in
writing of his or
her new address.
180 Omissions, non-receipt and
errors
The accidental omission to give a notice to, or the non-receipt of
a
notice by, a member, investment shareholder, director,
officer,
auditor or member of a committee of the board, or an
error in a
notice that does not affect the substance of it, does
not invalidate
any action taken at a meeting held in accordance
with, or otherwise
founded on, that notice.
181 Persons entitled by death or
operation of law bound by
notice in certain circumstances
A person who, by operation of law, transfer, death of a member,
or
any other means, becomes entitled to a share in the Association
, is
bound by every notice in respect of the share that has been
duly
given to the member from whom that person derives title to
the share
before the person's name and address were entered on the
register of
members or investment shareholders and before the
person furnished
the Association with the proof of authority or
evidence of the
person's entitlement.
Part 25 — Service of
Documents
182 Service by the
Association
(1) A notice or other document required by the Act to be
served
by the Association may be served by
(a) mailing it by registered mail to the last known address
of
the intended recipient, as recorded in the Association's
register of
members or investment shareholders or other record of
the Association
, or
(b) personal service.
(2) A notice or other document served under
subsection (1) (a)
is deemed received on the second day,
not including Saturday and
holidays, after the date of mailing.
183 Service on the Association
Service on the Association must be in accordance with the Act.
[CAA, 1999, section 28]
Part 26 — Corporate
Seal and Execution of Instruments
184
Use of corporate seal
The directors may provide a seal for the Association and
may
determine its form.
185 Custody of seal
The directors must provide for the safe custody of the seal,
which
must be stored at the registered office of the Association .
186 Who may attest seal
The seal must not be impressed on any instrument unless
that
impression is attested by the signature or signatures of
(a) any 2 directors,
(b) an officer and a director, or
(c) one or more directors, officers or other persons
as
determined by resolution of the directors.
187 Execution of documents where no
seal
Subject to Rule 35, if the directors have not adopted a seal for
the
Association, instruments may be executed on behalf of the
Association
by the persons specified in Rule 186.
Part 27 — Records
188 Records of the Association
Retention of, and entitlement and access to, records of
the
Association are governed by the Act.
[CAA, 1999, Part 8, Divisions 1, 2, 3]
Part 28 — Alteration of Memorandum or Rules
189
Alteration of memorandum or Rules
Amendments to the memorandum and Rules of the Association must be
in
accordance with the Act and these Rules.
[CAA, 1999, Part 5, Division 1]