Bylaws
Table of Contents
1. DEFINITIONS
2. FISCAL YEAR
3. QUALIFICATION OF MEMBERS
4. WITHDRAWAL OF MEMBERSHIP
5. DIRECTORS TERMINATION OF A MEMBERSHIP
6. NOTICE OF MEETING
7. QUORUM
8. VOTING
9. BYLAWS
10. DIRECTORS
11. OFFICERS
12. SURPLUS
13. DISSOLUTION
Section 1 - Definitions
01
Definitions
In these and all other bylaws of the Co-operative, unless the context otherwise requires or specifies:
(a) “Act” means the Co-operative Act, 1996 as amended or replaced from time to time, and in the case of such amendment, any references in the bylaws of the Co- operative shall be read as referring to the amended provisions;
(b) “the Co-operative “means Casper’s Early Learning Co-operative Centre
(c) “the Directors”, “Board” and “Board of Directors” means the Directors of the Co- operative for the time being;
(d) “in writing” and “written” include words printed, painted, engraved, lithographed, photographed, represented or reproduced by any mode of representing or reproducing works in visible form;
(e) the headings used in the bylaws are inserted for reference only and are not to be considered in constructing the terms thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms;
(f) all terms contained in the bylaws and which are defined in the Act shall have the meanings given to such terms in the Act;
(g) words importing the masculine gender shall include the feminine, and words importing the singular shall include the plural and vice versa.
Section 2 - Fiscal Year
02
Definitions
The fiscal year of the Co-operative shall end on the 31st day of August in each year.
Section 3 - Qualification of Members
03
Definitions
(a) Membership in the Co-operative shall be open to anyone who is 16 years of age and older
(c) To become a member of the Co-operative, a person must submit a written application in a form prescribed by the Board of Directors and the said application must be approved by the Board and recorded in the minutes.
(d) Each application for membership must be accompanied by a payment of
$1 for the purchase of a membership in the Co-operative. The membership fee is non-refundable.
(e) Joint memberships in the Co-operative shall be allowed. Each joint membership shall only be allowed one vote in the affairs of the co- operative. Where more than one joint member is in attendance at the membership meeting only the member named first in the membership application shall be allowed to vote.
(f) Transfer of membership in the Co-operative must be approved by the board of directors.
Section 4 - Withdrawal of Membership
04
Definitions
(a) A member may withdraw from the Co-operative by giving to the Secretary of the Co-operative 30 days’ notice of intention to withdraw
(b) The Board, by resolution, may accept any application to withdraw upon shorter notice.
(c) The Co-operative shall pay all amounts held to the credit of a member within the time period of 90 days of the Boards’ acceptance of the member’s application to withdraw.
(d) Membership is automatically withdrawn when:
(i) A period of 6 months has lapsed without a child enrolled in the Centre for those with child(ren) enrolled at the time of membership application; or
(ii) A period of 2 years has lapsed without renewal of membership for those without children enrolled at the time of membership application.
Section 5 - Directors Termination of Memberships
05
Definitions
(a) The Directors may, with a two-thirds vote at a meeting duly called, order the retirement of a member from the Co-operative.
(b) The Secretary of the Co-operative shall, within ten days from the date on which the order is made, notify the member in writing of the order.
(c) The member may appeal from the order to the next general membership meeting of the Co-operative by giving written notice of their intention to appeal to the Secretary within thirty (30) days from the date he received notice.
(d) Where the member makes the appeal, a two-thirds majority shall be required to rescind the order.
(e) If the retirement of a member is ordered in accordance with the provisions of this bylaw, the Co-operative shall pay to the member all amounts held to his credit within ninety (90) days of the members retirement.
Section 6 - Notice of Meeting
06
Definitions
The Co-operative shall give not less than 10 and not more than 50 days’ notice of any annual or special meetings to its members to attend the meeting:
(a) by sending the notice by mail, e-mail or personal delivery to the members:
or
(b) by inserting the notice in not less than two issues of newspaper circulated in the area served by the Co-operative and posting the notice in a place that, in the opinion of the directors, is prominent and accessible to members.
The notice of any special meeting must specify the purpose for which the meeting is called.
Section 7 - Quorum
07
Definitions
The quorum at any annual or special meetings of the members will be never less than the number of elected officers, plus one.
Section 8 - Voting
08
Definitions
(a) Members and Directors shall vote:
i) by a show of hands; or
ii) where three members entitled to vote at a meeting so demand, by secret ballot; or
iii) by electronic means (i.e. email, WhatsApp, Teams virtual meeting)
(b) There shall be no voting by mail and no voting by proxy.
(c) No member is entitled to more than one vote on any question.
(d) The Chairperson of the meeting has the right to vote but is not entitled to a second vote in the event of a tie.
(e) (i) subject to other provisions of the Act and
these bylaws, a majority of members who are present and cast votes at a meeting shall decide all questions.
(ii) where there is an equality of votes, the motion is to be declared lost.
Section 9 - Bylaws
09
Definitions
Members of the Co-operative may, at any annual meeting or any special meeting called for the purpose, enact, amend, repeal, replace or confirm any bylaws where written notice of the proposed enactment, amendment, repeal, replacement or confirmation is:
(a) Forwarded to each member of the Co-operative with the notice of the meeting at which the enactment, amendment, repeal, replacement or confirmation is to be considered, by a majority of the votes cast at the meeting.
(b) Not forwarded to each member of the Co-operative with the notice described in clause a), by a two-thirds majority of the votes cast at the meeting.
Section 10 - Directors
10
Definitions
(a) Directors shall be elected at the annual meeting.
i) at each annual meeting the members shall determine by ordinary resolution the number of directors to be elected
ii) If the members fail to specify the number of directors at the annual meeting, the number of directors shall be equal to the number set the previous year.
iii) Directors hold office until the conclusion of the meeting at which their successors are elected, and are eligible for re-election
(b) Directors shall be elected for a 2-year term
(c) The members of a Co-operative may, by a resolution approved by two- thirds of votes cast at a general meeting, remove any director from office.
(d) Where there is a vacancy on the Board of Directors and;
i) where there is a quorum of Directors, the remaining Directors;
a) may exercise all the powers of the Directors;
or
b) may fill the vacancy until the next annual meeting.
ii) where there is not a quorum of Directors, the remaining Directors shall call a general meeting for the purpose of electing members to fill any vacancies.
iii) Interim board members have the right to vote, make motions, and will be counted for quorum once approved by the board. They will be formally accepted at the AGM.
(e) Unless these bylaws provide otherwise, the Board of Directors shall:
i) exercise the powers of the Co-operative directly or indirectly through the employees and agents of the Co-operative; and
ii) direct the management of the business and affairs of the Co- operative.
(f) Any remuneration paid to the directors must be approved at the Annual
General Meeting.
(g) The quorum at Board meetings shall be a majority of the Board
Section 11 - Officers
11
Definitions
The Board of Directors shall:
(a) Elect a President, Vice President, and Secretary from among the number.
(b) Appoint a Treasurer who may, but need not be, a Director.
(c) Designate the offices of the Co-operative, appoint persons as officers, specify the duties and delegate powers to manage the business affairs of the Co-operative to them.
Section 12 Surplus
12
Definitions
Any surplus resulting from the operations of the Co-operative shall be transferred to reserve and shall not inure to any member.
Section 13 - Dissolution
13
Definitions
Upon the dissolution of the Co-operative, the distribution of property and unallocated surplus shall be donated to a non-profit organization according to the Special Resolution to Dissolve the Co-operative.