Rules of the Cooperative

KOOTENAY COOPERATIVE RADIO RULES OF THE COOPERATIVE

DEFINITIONS

1.1 In these Rules, unless the context otherwise requires, words importing the singular include the plural, and vice versa, and words importing persons include corporations.

“Act” means the Co-operative Association Act; and “Director”, “special resolution”, “memorandum”, “officer”, and “Rules” have the meaning assigned to them in the Act.

“Association” and “Co-operative” both mean Kootenay Co-operative Radio.

“Board of Directors” means the governing body of the Co-operative.

“Consensus” refers to a non-adversarial decision-making process in which members work together until they arrive at a mutually satisfactory decision.

 

MEMBERSHIP

2.1 Any person over the age of 16 may make application in writing to the Board of Directors for membership, who may accept, refuse or postpone it.

2.2 Persons who are members of the Association shall be required to purchase one (1) share for membership in the Association.

2.3 Where a member is charged with conduct detrimental to the co-operative, the member may be expelled from membership by special resolution of the Directors

2.4 A member may withdraw from membership in the co-operative by giving written notice to the directors of the member’s intention to withdraw

2.5 The membership of a member ceases on the date the member has complied with the requirements under rule 2.

2.6 Notice to the co-operative of the death or bankruptcy of a member has the same effect as a notice of intention to withdraw.

 

SHARES

3.1 Shares in the Co-operative shall be paid in full in cash.

3.2 The Co-operative will not issue membership share certificates. 

3.3 Shares are not transferable, but may be redeemed by the Co-operative.

3.4 The refund of any amount paid on account of shares will be in accordance with the Act. 

3.5 On termination of membership and repayment or refund of any amount paid on account of shares, as may be required by Rule 3.4, the share of the member shall be deemed to be cancelled and the records of the Co-operative noted accordingly.

3.6 The co-operative will not issue investment shares.

3.7 The co-operative will not issue shares to be held jointly.

 

GENERAL MEETINGS

4.1 The first General Meeting of The co-operative shall be held in the third month from the date of incorporation at such time and place as the Directors determine.

4.2 A general meeting shall be held at least once in every year within four months of the end of the financial year. Semi-annual or other periodic general meetings may be held as the Directors or members decide.

4.3 The Directors may call a special general meeting when they think fit, in accordance with the Act

4.4 The members may requisition a special general meeting in accordance with the Act.

4.5 Every member shall be given 14 days notice of every annual and special general meeting, specifying place, day and hour of the meeting, and in the case of special business, the general nature of the business.

4.6 Notice required by Rule 4.4 shall be given by advertising on 2 separate occasions at least 5 days apart, inclusive of the day of publication, in a newspaper circulating in the area or areas in which the association carries on its operations, and is deemed to have been received by the member on the day of last publication.

4.7 No business shall be transacted at a general meeting unless ¼ of the membership or 25 members, whichever is the lesser, are personally present when the meeting proceeds to business, providing there shall never be less than 3 persons present.

4.8 The Directors shall provide one of their number to serve as Chair at general meetings.                   

4.9 If there is no Chair present within 30 minutes of the time appointed for holding a general meeting, the members present shall choose someone who need not be a member to preside as Chair for the meeting.

4.10 If within 30 minutes from the time appointed for a general meeting a quorum is not present it shall be adjourned to the Co-operative’s offices, one week later at the same hour. If a quorum is not present within 30 minutes of the adjourned meeting, the members present shall form a quorum, providing there shall never be less than 3 persons present. 

4.11 The Chair may, with the consent of the meeting at which a quorum is present, adjourn the meeting. Business at an adjourned meeting shall be only that left unfinished at the meeting for which the adjournment took place.

4.12 With the exception of business required by the Act the order of business at a general meeting shall be at the discretion of the Chair, subject to ratification by the members.

 

VOTING

5.1 Every member present in person at a meeting shall have only one vote whenever a vote is taken, except as provided in the Act.

5.2 There shall be no proxy voting at any meeting of the Association.

5.3 In the case of vote by the show of hands, the results declared by the Chair shall be conclusive, unless three (3) or more members before or during the declaration demand a poll, in which case a poll shall be taken immediately.

 

DIRECTORS

6.1 Effective the 2015 Annual General Meeting of the Association the number of Directors shall be seven.

6.2 Directors shall be elected to two year terms unless the election is to fill the unexpired portion of a two year term.

6.3 The Board shall appoint a qualified member to fill any casual vacancy unless fewer than three months remain until the next Annual General Meeting.  Such an appointment shall be valid until the next Annual General Meeting.

6.4 Effective the 2015 Annual General Meeting of the Association six of the Directors positions will be designated as Canadian Directors and must be held by Canadian citizens. One Directors position will be designated as Open Director and citizenship will not be at issue.

6.5 The maximum number of consecutive terms a Director can serve on the board is 3.

6.6 The Association, may, by special resolution, remove any Director before the expiration of his/her term of office, and may elect another member to serve until the next Annual General Meeting.  A vacancy created but not filled under this clause will be deemed a casual vacancy.

6.7 The directors and officers of the Co-operative are governed by the disclosure and conflict of interest rules set out in the Act and, in particular, any person who accepts a nomination for election to the Board of Directors will, as soon as feasible but in any event prior to the election, disclose to the membership any personal interest that they may have which might be in conflict with their duty as a director of the Co-operative.  

6.8 A person shall cease to be a Director if:

  1. the person ceases to be qualified under the Act to be a Director

or

  1. b) the person is absent from three (3) consecutive meetings without consent of the Board of Directors;

6.9 The business of the Association shall be managed by the Directors, who may pay from its funds the expenses of its incorporation and may exercise all its powers, subject to the Act and these Rules.

6.10 The Directors shall choose a President and Vice-President from their number, and may appoint a manager, secretary, and treasurer, whether from their own body or otherwise, as they think fit, and may prescribe their duties and fix their remuneration and dismiss them. These positions must be awarded to Canadian citizens.  The Vice-President shall exercise the powers of the President in his/her absence. The President and Vice-President will serve one-year terms.

6.11 The Directors may delegate any of their powers to committees of their own number, and may cause to be formed such committees of the membership, as they see fit. Any committee so formed shall conform to any regulation the Directors may impose upon it. All committee meetings shall be open to the membership of the Association.  Where the subject of business for consideration by a committee is of a personal nature or where confidentiality is otherwise deemed by the committee to be in the best interest of the Association or a member, the committee may hold some meetings or parts of meetings in camera.

6.12 The Directors shall cause minutes to be made in books provided for the purpose:

  1. a) of all appointments of officers made by them;
  2. b) of the names of the Directors present at each meeting of Directors or committee;
  3. c) of all resolutions and proceedings at all meetings of the Association.

6.13 The Directors shall cause proper registers of the members and Directors to be kept at the registered office and shall, in all other respects, comply with the Act.

6.14 The Directors shall receive no remuneration for their services, but may be reimbursed in whole or in part for expenses incurred while carrying out the business of the Association, including loss of wages or salary.)

6.15 All meetings of the Directors shall be held in the Province of British Columbia, and a quorum for Directors’ meetings shall be half the total number of Directors.

6.16 Unless otherwise required by these Rules or the Co-operative Associations Act, all meetings of the Directors shall attempt to reach consensus on the issues and motions that come before them.

6.17 Subject to Rule 6.16, if consensus is not reached at a meeting at which a decision is sought, a special meeting shall be convened at the Co-operative’s offices, one week later at the same hour to again seek consensus.

6.18 If consensus is not reached under Rule 6.17 the issue shall be resolved by ¾ majority of votes, and the result shall be a decision.

6.19 Meetings of the Board of Directors shall be open to all members of the Association. 

6.20 Where the subject of business for consideration by the Board of Directors is of a personal nature or where confidentiality is otherwise deemed by the Directors to be in the best interest of the Association or a member, the Directors may hold some meetings or parts of meetings in camera.

6.21 A resolution signed by all Directors shall have the same force and effect as if passed at a duly constituted meeting of the Directors

6.22 The Association must indemnify the directors and officers in accordance with the Act.

 

FINANCIAL

7.1 Every officer of the Association having receipt or charge of money shall before entering on duties give securities if considered necessary by the Board of Directors.

7.2 The Directors shall not invest any part of the funds of the co-operative exceeding the sum of $20,000 on any one occasion without the sanction of an special resolution. Otherwise, the Directors shall invest and deal with any part of the funds of the Association not immediately required in such manner as they shall see fit.

7.3 The Directors may, at their discretion, raise or borrow money for the purpose of the Association and secure payment thereof in a manner which they see fit, provided that if any security proposed to be given in the exercise of this power is intended to charge the whole, or substantially the whole of the undertaking of the Association, the power shall not be exercised without a special resolution.

7.4 The Directors shall cause true accounts to be kept of:

  1. a) all money received and expended and the matter for which that receipt and expenditure takes       place, and
  2. b) the assets and liabilities of the co-operative.

7.5 The books of accounts shall be kept at the registered office of the co-operative, and may for temporary purposes be kept at another place the Directors think fit, and shall be at all reasonable times open to the inspection of the members.

7.6 One (1) or more auditors shall be appointed by the co-operative at its first annual general meeting, and at every annual general meeting thereafter, but a casual vacancy in the office of the auditor may be filled by the Directors.

7.7 No Director may be appointed to act as auditor.

7.8 The Directors shall report to the annual general meeting the state of the Co-operative’s affairs. The co-operative will not pay dividends on its shares.

7.9 Should any surplus be realized at the end of the Association’s fiscal year, that amount shall be reinvested in the activities of the Association.

7.10 A copy of the financial statements required by the Act shall be made available to every member at least 14 days before the annual general meeting at which they are to be presented.

7.11 No part of the property of the co-op is to be distributed to members while it is in operation.

 

DISPUTE RESOLUTION

8.1 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 Section.

8.2 (1)  An arbitration referred to in Rule 8.1 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.

8.3 Within 14 days of receipt of a notice referred to in Rule 8.2, 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.

8.4 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 8.3.

8.5 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.

8.6 (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.

8.7 (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.

8.8 (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.

8.9 Parties to an arbitration must bear their own costs.

 

NOTICES

9.1 A notice given to the co-operative under the Act or these Rules shall be in writing, and is sufficiently given if it is

  1. a) delivered to the registered office of the co-operative
  2. b) mailed to the registered office of the co-operative by prepaid mail
  3. c) sent by fax to a telephone number provided for that purpose, or
  4. d) served in accordance with the Act.

9.2 Where a notice is sent by post, service of the notice shall be effected by properly addressing, prepaying, and posting a letter containing the notice, and unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post.

 

ALTERATION OF RULES

10.1 The Rules may only be altered or added to by special resolution.

10.2 Each member on being admitted to membership shall be furnished, on her or his request, with a copy of the memorandum and the Rules of the Association.

 

SERVICE OF DOCUMENTS

11.1 A notice or other documents required by the Act to be served by the co-operative may be served by

  1. a) mailing it by registered mail to the last known address of the intended recipient, as recorded in the co-operative’s register of members or other record of the co-operative, or
  2. b) personal service.

11.2 A notice or other document served under section 11.1 is deemed received on the second day, not including Saturday and holidays, after the date of mailing.

11.3 Service on the co-operative must be in accordance with the Act.

 

Revised 2015