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Centre paysan, solidarity cooperative

By-Law Number 1: Internal By-Laws

DEFINITIONS
In this by-law, the following expressions mean:

The cooperative: The Centre paysan, solidarity cooperative

The Act: The Cooperatives Act (L.R.Q. chapter C-67.2)

The board: The board of directors of the cooperative.

The Regulation: The internal management by-laws of the cooperative.

The User/Active Member: A person or company that has the actual ability to use the services offered by the cooperative.

Supporting member: A person or company who has an economic, cultural or social interest in achieving the purpose of the cooperative.

MISSION

Operate a business that provides goods and services of personal and professional utility to its user/active members in the field of agriculture and peasant know-how while partnering with people or companies with economic, social or cultural interests in the attainment of this mission.

VALUES

The cooperative is committed to respecting the principles and values of cooperatives as articulated by the International Cooperative Alliance (ICA):

 

  • Voluntary membership, open to all;

  • Democratic power exercised by the members;

  • Economic participation of members;

  • Autonomy and independence of the cooperative;

  • Education, training and information;

  • Cooperation between cooperatives;

  • Commitment and engagement to the community.



SHARE CAPITAL
(Reference: sections 37 to 49.4 and 226.4 of the Act)

Qualifying shares

To become a member, every person must subscribe to the number of qualifying shares corresponding to the category of member to which he belongs, and only once in his life, namely:

(NB: These units may be fully subscribed in shares of ten dollars ($ 10.00) each or subscribed on the basis of one (1) share of ten dollars and the balance in preferred shares of one dollar ($1,00) each.).

 

Families living in the same household can become members for 80$ (8 shares), which comes out to 2 adults and all their children.  Children receive free membership until they are 18 years old and then may decide to register as members, however they are no longer covered by their parents membership.  

 

Any businesses, societies or organizations need to buy 8 shares in the Centre paysan to qualify as members.  This rules was voted unanimously by the board on the 9th of April 2017 and is not retroactive.  If an organizations partners with the Centre paysan (loaning of spaces for events/workshops, offer services, volunteering of time...) their membership is free. 

 

How to pay

 

  • Qualifying shares are payable through cash, check or e-transfer (Eventbrite or bank) at the time of registration for all types of membership;

 

 

Transferring shares

 

Shares are not transferable

 

Reimbursement of social shares

 

Under the restrictions provided in the article 38 of the Act, reimbursement of social shares is  put into actions under the following priorities:

  1. death of a member;

  2. quitting;

  3. exclusion;

  4. reimbursing shares other than the qualifying shares.

 

The reimbursement will be done in chronological order of submitted requests, considering each priority mentioned here above. 

 

Privileged shares

The board is authorized to emit privileged shares.

Refund or buying back privileged shares

Reserved under the restrictions provided in the article 38 of the Act, the privileged shares may be refunded or bought back by the organizations under the conditions provided by the board in line with the article 46 of the Act.

 

Annual subscription


The board of directors may, by resolution, fix the amount of the annual dues to be paid to the cooperative by the members to receive the services and the time of their payment.

 

MEMBERS

(Reference: articles 51 to 60.2 and 226.1 of the Act)

 

Conditions for membership

 

To become a member of the cooperative, a person or society needs to:

 

  1. Own the minimum number of shares stipulated in the article 3.1 of the cooperative rules and pay their membership in line with article 3.2;

 

  1. Comply with the provisions of section 51 of the Act; excluding paragraph 1 of this article for support members;

 

  1. Respects and supports the politics and rules of the cooperative;

 

  1. Is admissible after board approval, with the exception of founding members.

 

 

Suspension of voting rights

The board is authorized to suspend the voting rights of an active member at a general assembly if, for the last 2 financial years preceding the present assembly, the member has not participated or worked with the cooperative.

 

MEMBERS ASSEMBLY

(Reference: articles 63 to 79 of the Act)

 

General Assembly

 

All general assemblies are held at a place, date and time proposed and accepted by the board under the rights reserved in the articles 77, 78, and 85 of the Act.

The members present at the assembly allow for quorum.

Annual General Assembly

 

The annual general assembly of the members must be held 4 months after the end of the financial year.  The members are summoned to:

 

  •                         Learn about the auditors report and the annual report;;

  •                         Decide on the distribution of over payments or surpluses;

  •                         Elect the cooperatives administrators;

  •                         Appoint the auditor;

  •                         Fix, where applicable, the remuneration of the secretary or treasurer when they are also 

                               also members of the board;

  •                         Take any decision reserved to the meeting by this title;

  •                         Proceed to a question period on any subject within the jurisdiction of the assembly.

 

Extraordinary general meeting


The board of directors or the president of the cooperative may order the holding of a special meeting.

The board of directors must also order the holding of a meeting at the request of (1/4) quarter of the members or at the request of (500) five hundred members if the cooperative has more than (2,000) two thousand members. The request must mention the subjects for which the holding of a special meeting is requested.

At a special general meeting, only one subject may be discussed and must be included in the notice of meeting.

 

Remote participation


Members may attend a special meeting of the cooperative by means of communication allowing all participants to communicate with each other in real time

Notice of Meeting


The notice of meeting shall be given in writing (by hand, by mail, by email or by fax) at least thirty (30) days before the date fixed for the meeting.

Decisions taken at a general meeting can not be canceled under the pretext that members have not received or read the notice of meeting.

Transmission of the annual report


A copy of the co-op's annual report will be sent with the notice of the annual meeting.

Vote


The vote shall be taken by show of hands unless it is decided otherwise by the majority meeting of the members present.

Representation


A member can not be represented by another member.

 

BOARD OF DIRECTORS

(Reference: articles 80 to 106.1  and 226.1of the Act)

 

Eligibility

 

To be eligible for the position of director, a member must have paid the installments due on his shares, (with the exception of the first elected council which must however comply with article 3.2 of this bylaw).

 

Composition

The board must consist of a maximum of seven (7) members

Group Membership division

 

For the creation of the board of directors, the members of the cooperative share be divided into two (2) groups corresponding to the two (2) categories of members referred to in section 1.  Each of these groups shall have the right to elect the number of following directors:

 

Number of directors: 7

User members: 5

Supporting members: 2

 

Term of office of the directors

The term of office of the directors is three (3) years.

Rotation of board members

However, for the first three (3) years of the cooperative's foundation, the term of office of the directors applies as follows:

  • One (1) two (2) two (2)

 

  • There will be a draw to determine the seats that will be worn in the election after the first and second year;

  • Directors elected thereafter will serve a term of three (3) years.

 

 

Nomination and Election Procedure for Directors


The president and the secretary of the cooperative are president and election secretary, unless they themselves are in election.

The meeting appoints two tellers, and if necessary, a chairman and a secretary election;

By accepting to act in this capacity, these persons also agree not to be nominated;

b) The returning officer shall read the names of the directors whose term of office has been completed, indicating the group to which they belong;

c) The President, if applicable, shall inform the Board of any unfulfilled vacancies.

d) Subsequently, he informs the meeting of the following points:

 

  •  directors whose terms end are re-eligible;

  •  members of each group can nominate as many candidates as they wish;

  •  the president ensures the acceptance of each candidate as soon as he is nominated. Any     

        refusal automatically eliminates the candidate;

  •  the nominations of the candidates representing each group are closed on a duly seconded and 

        undisputed proposal;

  • after this elimination, if there are more candidates than vacant positions, there is an election. If the number of candidates is equal to or less than the number of vacancies, the candidates are elected by acclamation;

  • if there is an election, it is done by secret ballot. A ballot is given to each member of the group concerned, who enters the names of the candidates of their choice. The number of names on the ballot must correspond to the number of vacancies in the group concerned;

  • the scrutineers count the votes obtained by each candidate and send the results to the returning officer;

  • the president declares elected for each position to fill the candidate who has obtained the most votes, without revealing the number of votes obtained by each candidate;

  • in case of equality of votes for the last seat of a group, the ballot is taken between the equal candidates only;

  • if after a second ballot, there is again equality, the administrator is chosen by lot;

  • there is a recount if at least one-third of the present members of the group concerned request it. In this case, the candidates concerned attend the recount;

  • the ballot papers are destroyed by the election clerk immediately after the polls;

  • any decision of the President related to the procedure requires the assembly, unless the latter overturns this decision by a majority of the votes cast by the members present.

Board meetings

The board of directors meets as often as the interests of the cooperative require, or a minimum of six (6) times a year.

The notice shall be given in writing (by hand, by mail, by email or by fax) at least seven (7) days before the date fixed for the meeting.

For an emergency meeting, the notice period is, by way of exception, reduced to twenty-four (24) hours.

All past acts or resolutions passed at any meeting of the Board are deemed to be valid, unless it is later discovered that the appointment of a director is tainted with irregularities or that either directors are no longer able to sit.

The quorum for holding meetings of the board of directors is a simple majority of the expected members of the board of directors. The questions are decided by a majority of votes, the chairman having a casting vote in the event of a tie.

Revocation
(Reference: sections 99, 100 and 101 of the Act)

A director who is absent at three (3) or more meetings of the board per year may be dismissed by the meeting as director.

Vancancy

 

Any director whose office has been declared vacant may be replaced by a resolution of the board of directors, but the successor shall remain in office only for the remainder of the unexpired term of his predecessor. When vacancies occur on the board of directors, it is at the discretion of the directors remaining in office to fill them by appointing to the vacant position a person with the same qualifications as those required

 

 

POWERS AND DUTIES OF COOPERATIVE OFFICERS

(Reference: sections 112.1 and 117 of the Act)


Role of the president

 

  • Is responsible for presiding general meetings and board meetings;

  • Ensures the respect of the regulations;

  • Supervises the execution of the decisions taken in general assembly and in board of directors;

  • Represents the cooperative in relations with the outside world;

  • Responsible for the management of human resources and the general management of the cooperative.


Role of Vice President
 

  • Assists the president on the council;

  • Replaces the president in their absence;

  • Executes any mandate delegated by the council.



Role of the secretary
 

  • Responsible for writing the minutes of general meetings and board meetings;

  • Responsible for the keeping and custody of the cooperative's register and archives;

  • Transmits the notices convening the general meetings and the council;

  • Is ex officio secretary of the council and transmits to the various organizations what is required by the law;

  • Performs any task inherent to the duties required;

  • Is compensated by $ 300 / year for their work.

 

Role of the treasurer
 

  • Has custody of the portfolio, funds and accounting books, as well as the responsibility of keeping the accounts;

  • Must submit the books in his custody to the annual audit and to the inspections provided for by the Act;

  • During the three (3) months following the end of each fiscal year, the treasurer shall see to the preparation of the annual report provided for in section 132 of the Act, collaborate with the auditor and submit the annual report to the council for approval;

  • Keeps up to date the register of the shares held by the members;

  • Performs any task inherent to the required duties;

  • Is compensated $ 500 a year for the performed work.



Director General or Manager

The Board is authorized to determine the powers and duties of the Chief Executive Officer

 

ACTIVITIES
(Reference: sections 90, 128 to 134 of the Act)

Remuneration of workers

The council fixes the scale of remuneration and other remuneration of all the workers of the cooperative.

Continuing Education

The cooperative ensures the ongoing training of its auxiliary members, administrators and leaders in matters of cooperation in accordance with sections 224.4.3 and 226.15 of the Act.

Kickbacks

The co-op chose to put a clause in its Articles of Incorporation to prohibit the granting of rebates and the payment of interest on preferred shares in order to be assimilated to an NPO under certain measures or programs.

Suggestion and grievance

Any suggestions or grievances concerning the operations of the company must be submitted in writing (by email or by letter) to the General Manager or the Board of Directors.


Insurance

The board must subscribe and maintain on behalf of the cooperative an insurance for its movable and immovable property as well as liability insurance for the directors

 

Financial exercise

 

The fiscal year begins on the first (1) of January of each year and ends on the 31st of December.

Coming into effect

​This regulation comes into effect on May 17th, 2014.

It cancels and replaces any previous rules of internal management.

 

The cooperative may estable additional conditions of admission.

  The number of directors elected from among the support members may not exceed one third (1/3) the total number of directors of the cooperative.