Coop rules

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This has been modified by special resolution, agreed as documented in Minutes:20090804.

This has been modified by special resolution, agreed as documented in Minutes:20110607.

Contents

Part 1 -- Interpretation

Definitions

(Rule 1) In these Rules:

Cooperative Association Act definitions apply

(Rule 2) Subject to the #Definitions (Rule 1), words and expressions defined in The Cooperative Association Act as they read on the date these coop rules become applicable to EcoReality Sustainable Land Use and Education Cooperative apply to these coop rules, with the necessary changes, so far as applicable.

Interpretation

(Rule 3) Words in the singular form include the plural and vice versa and words importing a specific gender include the other gender and eligible organizations.

Cooperative Association Act governs

(Rule 4) If there is a conflict or inconsistency between The Cooperative Association Act and these coop rules, The Cooperative Association Act governs.

Part 2 -- Membership

Open membership

(Rule 5) Membership in EcoReality Sustainable Land Use and Education Cooperative is open in a non-discriminatory manner to individuals that can use the services of EcoReality Sustainable Land Use and Education Cooperative and are willing and able to accept the responsibilities of membership.

Membership requirements

(Rule 6)

  1. Members agree to abide by the EcoReality Sustainable Land Use and Education Cooperative membership agreement in effect at the time of application and as amended from time to time by special resolution.
  2. Members in good standing who subscribe to a certain minimum number of investment shares have habitation rights at the ecovillage.
  3. Habitation rights specifically excludes unrestricted housing development rights. All developments by a member, including, but not limited to, structures, resource utilization, and waste processing will be in accordance with EcoReality Sustainable Land Use and Education Cooperative development planning in effect at the time of proposed development, with exceptions only via special resolution.

Application for membership

(Rule 7) An individual who wishes to become a member must submit to EcoReality Sustainable Land Use and Education Cooperative a written membership application in the form provided by EcoReality Sustainable Land Use and Education Cooperative for that purpose, and payment for the minimum number of membership shares required under #Minimum share requirement (Rule 9) for membership in EcoReality Sustainable Land Use and Education Cooperative.

Age qualification

(Rule 8) To be eligible for membership in EcoReality Sustainable Land Use and Education Cooperative, an individual must be at least 16 years of age.

Minimum share requirement

(Rule 9) Each member must, as a condition of membership, subscribe to exactly one membership share.

(Rule 10) Each member must, as a condition of habitation in the village, subscribe to a specific number of investment shares that will change from time to time, based on total capitalization and total resident membership, as set by the directors.

Approval of application

(Rule 11) Application for membership is approved, refused, or postponed via special resolution according to the rules of #Voting (Part 12) as defined herein.

Effective date of membership

(Rule 12) Membership is effective on the day that the membership application is approved under #Approval_of_application (Rule 11).

Withdrawal from membership

(Rule 13) A member may withdraw from membership in EcoReality Sustainable Land Use and Education Cooperative by giving written notice to the directors of the member's intention to withdraw. In such a case, the EcoReality Sustainable Land Use and Education Cooperative shall redeem the member share at par value.

Effective date of withdrawal

(Rule 14) The membership of a member ceases on the date the member has complied with the requirements of #Withdrawal from membership (Rule 13).

Notice of death or bankruptcy of individual member

(Rule 15) Subject to #Procedure on death of a member (Rule 33)(2), notice to EcoReality Sustainable Land Use and Education Cooperative of the death or bankruptcy of an individual member has the same effect as a notice of intention to withdraw, and #Withdrawal from membership (Rule 13), #Effective date of withdrawal (Rule 12), #Effect of termination, withdrawal or other cessation of membership (Rule 18) and #Sale and voting of redeemed shares (Rule 38) apply with the necessary changes, so far as applicable.

Grounds for termination of membership

(Rule 16) EcoReality Sustainable Land Use and Education Cooperative may terminate the membership of a member in accordance with The Cooperative Association Act if

  1. the member has engaged in conduct detrimental to EcoReality Sustainable Land Use and Education Cooperative,
  2. the member has not paid money due by the member to EcoReality Sustainable Land Use and Education Cooperative within a reasonable time after receiving written notice to do so from EcoReality Sustainable Land Use and Education Cooperative,
  3. in the opinion of the directors, based on reasonable grounds, the member
    1. has breached a material condition of an agreement with EcoReality Sustainable Land Use and Education Cooperative, and
    2. has not rectified the breach within a reasonable time after receiving written notice to do so from EcoReality Sustainable Land Use and Education Cooperative.

Appeal of termination of membership

(Rule 17) The right of appeal of a person whose membership in EcoReality Sustainable Land Use and Education Cooperative is terminated for a reason set out in #Grounds for termination of membership (Rule 16) (1) to (3) is governed by The Cooperative Association Act. During the appeal process, the member continues to be a member of EcoReality Sustainable Land Use and Education Cooperative, unless the members at the general meeting to which the appeal is brought confirm the termination of membership according to EcoReality Sustainable Land Use and Education Cooperative's consensus decision making process.

Effect of termination, withdrawal or other cessation of membership

(Rule 18)

  1. When a member withdraws from membership or a membership is terminated or ceases for any reason, all rights and privileges attached to membership cease except the right to require EcoReality Sustainable Land Use and Education Cooperative to redeem, in accordance with #Sale and voting of redeemed shares (Rule 38) or #Redemption of shares on withdrawal of membership (Rule 39), whichever is applicable, the member's membership shares and investment shares.
  2. The cessation of membership does not release the former member from any debt or obligation owed to EcoReality Sustainable Land Use and Education Cooperative unless the instrument of debt or obligation states otherwise.

Part 3 -- Joint Membership

No Joint Memberships

(Rule 19) Membership in the Association may not be held jointly.

Part 4 -- Share Structure

Authorized share structure

(Rule 20) The capital of the EcoReality Sustainable Land Use and Education Cooperative consists of

  1. an unlimited number of membership shares,
  2. an unlimited number of Class A preferred investment shares,
  3. an unlimited number of Class B preferred investment shares,
  4. an unlimited number of Class C preferred investment shares,
  5. an unlimited number of Class D preferred investment shares,
  6. and an unlimited number of Class E preferred investment shares.

(Rule 21)

  1. Membership shares:
    1. Each member subscribes to exactly one membership share.
  2. Class A shares:
    1. have a par value of $1 per share;
    2. require a minimum initial investment of 10,000 shares;
    3. may be purchased by members or non-members with the approval of the directors;
    4. may not be held jointly;
    5. may bear stock dividends or stock split at a rate that shall be set by the directors from time to time, but at no time shall the rate set be lower than that applied to membership shares;
    6. stock dividends shall be declared and paid on Class A shares before any interest on membership shares, dividends, or patronage rebates are paid out to members;
    7. may be transferred with the approval of the Directors;
    8. have a three-year redemption notice, with a maximum number to be redeemed at one time, to be determined by the directors from time to time, in accordance with Part 4, Division 4 of The Cooperative Association Act;
    9. redemption of a Class A share shall be at its par value;
    10. upon dissolution, will be redeemed prior to membership shares;
    11. at no time shall the number of Class A investment shares issued to non-members exceed 50% of the total number of Class A investment shares.
  3. Class B shares
    1. have a par value of $1 per share;
    2. may be issued by the directors to members or non-members:
      1. in exchange for tangible capital goods at fair market price, or
      2. in exchange for labor personally executed by a member on a capital project;
    3. may not be held jointly;
    4. do not bear interest nor dividend;
    5. may be subject to a negative stock split from time to time at a rate set by the directors, as the capital goods backing these shares age and depreciate;
    6. may be transferred with the approval of the Directors;
    7. can only be redeemed upon termination of membership or special resolution, at par value;
    8. upon dissolution, will be redeemed after Class A investment shares, but prior to redemption of membership shares;
    9. at no time shall the number of Class B investment shares issued to non-members exceed 50% of the total number of Class B investment shares.
  4. Class C shares
    1. have a par value of $1 per share;
    2. may be purchased by members or non-members with the approval of the directors;
    3. may be held jointly;
    4. do not bear interest nor dividend;
    5. may be transferred with the approval of the Directors;
    6. can only be redeemed in exchange for farm goods, the value of which will be determined from time to time by the CSA program steward as directed by the directors;
      1. upon dissolution, may be redeemed for cash if insufficient farm goods are available for redemption;
    7. must be redeemed within one year of investment;
      1. Class C shares that are not redeemed within one year of purchase are null and void;
    8. upon dissolution, will be redeemed for cash after Class B investment shares, but prior to redemption of membership shares.
  5. Class D shares
    1. have a par value of $1 per share;
    2. may be purchased by members or non-members with the approval of the directors;
    3. may be held jointly;
    4. do not bear interest nor dividend;
    5. may be transferred with the approval of the Directors;
    6. can be redeemed at par value;
    7. require a 90-day redemption notice;
    8. upon dissolution, will be redeemed after Class C investment shares, but prior to redemption of membership shares.
  6. Class E shares
    1. have a par value of $1 per share;
    2. may be purchased by members or non-members with the approval of the directors;
    3. may be held jointly;
    4. do not bear interest nor dividend;
    5. may be transferred with the approval of the Directors;
    6. can be redeemed at par value;
    7. require a 90-day redemption notice;
    8. upon dissolution, will be redeemed after Class D investment shares, but prior to redemption of membership shares.

(Rule 22) (Rule 22 has been deleted by special resolution, agreed as recorded in Minutes:20110607.)

Part 5 -- Payment for Shares

Payment for shares

(Rule 23)

  1. Except as provided in this Rule, EcoReality Sustainable Land Use and Education Cooperative must not issue or allot membership or investment shares unless the shares are paid for in accordance with The Cooperative Association Act.
  2. Membership shares are payable by written agreement approved by the directors or those persons delegated by the directors.
  3. Membership shares may be forfeited for default in the written agreement for payment.
  4. Upon special resolution, investment shares may be loaned to a member in order for that member to attain the minimum number of investment shares required for habitation in the village.
    1. The directors and the borrowing member will agree on a payment plan for paying off the borrowed shares.
      1. In the case of default of the payment plan, borrowed investment shares may be forfeited.
    2. Variable interest is to be paid to EcoReality Sustainable Land Use and Education Cooperative annually on borrowed shares, calculated by adding the share dividend rate paid to Class A shareholders to the Canadian Consumer Price Index, then multiplying that total by 120%.
    3. Borrowed investment shares may be payable on call.

Dividends or interest on membership shares

(Rule 24) Membership shares do not accrue or pay dividends.

Effect of forfeiture

(Rule 25)

  1. A forfeiture under #Payment for shares (Rule 23)(3) or (4.1.1) is effective on the date specified in the written agreement.
  2. A member whose share has been forfeited in accordance with #Payment for shares (Rule 23)(3) ceases to be a member in respect of the forfeited share and the directors may strike the member's name from the register of members and cancel the share certificate in respect of the forfeited share.
  3. A member whose investment share has been forfeited in accordance with #Payment for shares (Rule 23)(4.1.1) may have habitation rights in the village revoked, should that forfeiture result in their investment share holdings to be below the minimum required for village habitation.
  4. A forfeited share may be sold or otherwise disposed of on terms and in a manner the directors think fit and, at any time before a sale or disposition, the forfeiture may be cancelled on terms the directors think fit.

Part 6 -- Share Certificates

(Rule 26) In accordance with Section 57(3) of The Cooperative Association Act, membership share certificates are not issued to members.

(Rule 27) Holders of investment shares shall be provided annually a statement which will state the number of shares held, the purchase price, and all terms and conditions attached to the investment shares.

Part 7 -- Transfer of Shares

Requirements of instrument of transfer

(Rule 28)

  1. An instrument of transfer of any shares in the association must
    1. be in writing,
    2. be executed and dated both by the transferor and transferee, or an attorney authorized in writing by the transferor or transferee, as applicable, and
    3. be approved by special resolution of all members.
  2. The transferor remains the holder of the shares until the name of the transferee is entered in the register of members or the register of investment shareholders.

Form of transfer

(Rule 29) Shares in the association may be transferred in accordance with #Requirements of instrument of transfer (Rule 28) by filling out and signing the following form, or in another usual or common form approved by the directors:

I, ..........................[transferor], of .......................... [address of transferor] in consideration of the sum of $...... paid to me by .......................... [transferee], of .......................... [address of transferee], do transfer to the transferee .......... [number and class] shares in the .........................., to be held by the transferee or his or her personal representatives and assignees, subject to the conditions on which I held the same at the time of the execution; and I, the transferee, agree to take the shares subject to those conditions.

Signed on .......................................................................... (year, month, day)

(Signature of transferor)...................................................................................

Signature of transferee)...................................................................................

(Signature of witness)......................................................................................

Effective date of transfer of shares

(Rule 30) A transfer of shares does not take effect until

  1. all borrowed shares made in accordance with #Payment for shares (Rule 23) (4) are repaid,
  2. any lien of the association on the shares has been satisfied,
  3. the transfer has been authorized by the directors, and
  4. the name of the transferee is entered in the register of members or the register of investment shareholders.

Registering a transfer

(Rule 31) The directors must immediately enter the name of the transferee in the register of members or the register of investment shareholders when, with respect to the transfer of a share,

  1. the requirements set out in #Requirements of instrument of transfer (Rule 28) have been met, and
  2. a duly executed instrument of transfer has been delivered to the association.

Effect of lien on transfer or assignment of shares

(Rule 32) The association may refuse to register a transfer or acknowledge an assignment of membership shares, investment shares, dividends or interest affected by a lien established by The Cooperative Association Act.

Part 8 -- Transmission of Shares

Procedure on death of a member

(Rule 33) Upon death of a member

  1. their member and investment shares may be offered to an heir by special resolution, or
  2. their member and investment shares may be transferred to a third party, approved by special resolution, with the proceeds of that transfer going to the estate of the deceased member, or
  3. their member and investment shares may be redeemed to the estate of the deceased party.

It is entirely the discretion of the members which method shall be used upon death, to be determined by special resolution.

Registration of share prohibited if person entitled is not a member

(Rule 34) The Association must not register a membership share or investment share in the name of the person entitled to a deceased member's shares unless

  1. that person is a member, and
  2. the transfer has been authorized by the directors.

Redemption of shares

(Rule 35) If the person entitled to the membership share or investment share of a deceased member does not qualify for membership under Part 2 or the directors do not authorize the transfer of shares to that person, the Association must, subject to The Cooperative Association Act, redeem those shares by paying to that person, within 12 months of the date on which the person provided the Association with proof of his or her entitlement, the amount paid up on the shares.

Part 9 -- Redemption of Shares

Association authorized to purchase and redeem its shares

(Rule 36) Subject to The Cooperative Association Act, these coop rules and the special rights and restrictions attached to any class of shares, the Association may, by special resolution, redeem any of its shares at the price and on the terms specified by the resolution.

Redemption of shares to be made ratably

(Rule 37)

  1. If the Association proposes, at its option, to redeem some but not all of the shares of any class of shares, it must make its offer ratably to every shareholder who holds shares of that class of shares.
  2. A redemption of shares under subrule (1) must be made on a fair and equitable basis.

Sale and voting of redeemed shares

(Rule 38)

  1. Subject to The Cooperative Association Act, the Association may sell any share redeemed by it, but, while the Association retains the share, the Association must not exercise any vote, or pay or make any dividend or other distribution, in respect of that share.
  2. Where a proposed redemption of shares, refund of amount paid on shares or prepayment of a loan would, in the opinion of the directors, impair the financial position of the Association, the directors may suspend the redemption, refund or prepayment for up to 36 months by special resolution.

Redemption of shares on withdrawal of membership

(Rule 39) Subject to The Cooperative Association Act, if a member withdraws from membership, the period within which the Association must redeem the shares of the former member is 36 months from the effective date of the withdrawal.

Redemption of shares on termination of membership

(Rule 40) If the Association terminates the membership of a member under #Grounds for termination of membership (Rule 16), the Association must redeem the shares of the member within 36 months.

Amount paid on redemption

(Rule 41) A member is entitled to the amount paid up on the par value of a membership share on redemption by the Association under this Part.

Part 10 -- Register of Members

Register of Members

(Rule 42) The association must keep and maintain a register of members in accordance with The Cooperative Association Act.

Part 11 -- General Meetings of the Association

Annual general meetings

(Rule 43) The Association must hold its first and subsequent general meetings within the time provided by The Cooperative Association Act.

Business at annual general meeting

(Rule 44) The order of business at the first general meeting and at annual general meetings, to the extent appropriate in the circumstances, must be as follows:

  1. meeting to be called to order;
  2. notice convening meeting to be read;
  3. minutes of preceding annual general meeting to be made available electronically and announced a minimum of one month before the annual general meeting, and adopted or amended and adopted as required;
  4. business arising out of minutes to be considered;
  5. reports of standing and special committees to be read;
  6. financial statement to be placed before the meeting;
  7. reports of directors and auditors to be read;
  8. election of directors and appointment of auditors;
  9. special business to be considered;
  10. unfinished business to be considered;
  11. new business to be considered.

Special business

(Rule 45)

  1. Any business other than business listed in #Business at annual general meeting (Rule 44) is special business.
  2. Special business must be approved by ordinary resolution of the members unless The Cooperative Association Act or these coop rules require otherwise.

Special general meetings

(Rule 46)

  1. The directors may call a general meeting when they think fit, and on receipt of a written requisition signed by,
    1. if there are 100 or fewer members, at least 20% of the members, but in no case fewer than 4 members
    2. if there are more than 100 but fewer than 5,000 members the greater of 20 members or 10% of the members,
    3. if there are more than 5000 members, at least the greater of 500 members or 5% of the members,

shall call a general meeting. Notice calling such a meeting shall be issued within 7 days of receipt of the written requisition.

  1. The calling of a general meeting by the directors, either on their own initiative or in response to a requisition by the members, must be in accordance with The Cooperative Association Act and these coop rules
  2. The requisitioning of a special general meeting by the members must be in accordance with The Cooperative Association Act and these coop rules.
  3. The directors may determine the order of business at a special general meeting.

Time and place of general meetings

(Rule 47) General meetings must be held at the time and place in British Columbia that the directors specify or, in accordance with The Cooperative Association Act, outside British Columbia.

Provision for 2 or more general meetings for the same matters

(Rule 48) If it is not possible to hold one general meeting at a time when, or place where, a large portion of the membership is able to attend, two or more general meetings may be held at the times and the places in British Columbia that the directors specify in accordance with The Cooperative Association Act.

Record date

(Rule 49)

  1. The record date for any general meeting is the 30th day before the date of the meeting of members.
  2. Only those members whose names are entered on the register of members on the record date are entitled to vote at the general meeting.

Notice of general meetings of the Association

(Rule 50)

  1. At least fourteen days notice shall be given to members of every annual general meeting.
  2. At least fourteen days notice shall be given to members of every meeting at which a special resolution is to be considered.
  3. At least seven days notice shall be given to members of every other general meeting.

Financial statement

(Rule 51) A copy of the financial statement that is to be placed before an annual general meeting must be provided to the members at least 10 days before the date set for the meeting.

Notice of special business

(Rule 52) If special business is to be considered at a general meeting, the notice of the meeting under Rule 56 must state the nature of the special business in sufficient detail to permit a member to form a reasoned judgment concerning the business.

Notice of special resolution

(Rule 53)

  1. If a special resolution is to be proposed at a general meeting, the notice under #Notice of general meetings of the Association (Rule 50) of that meeting must include
    1. the full text of the special resolution, or,
    2. if the full text of the special resolution is too lengthy for convenient inclusion in the notice, a summary of the text in sufficient detail to permit a member to form a reasoned judgement concerning the special resolution.
  2. If a notice under #Notice of general meetings of the Association (Rule 50) contains a summary of the text of a special resolution as provided in #Notice of special resolution (Rule 53)(1.2), the notice must also state the place where the full text of that special resolution can be read or copied.

Notice of adjourned meeting

(Rule 54) If a general meeting is adjourned for fewer than 30 days, it is not necessary to give notice of the adjourned meeting other than by announcement at the first meeting that is adjourned, but if a general meeting is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting must be given in the same manner as for the original meeting.

Manner of giving notice

(Rule 55) The notice and financial statement required to be provided to members under this Part must be given in a manner permitted in #Part 24 -- Notices of these coop rules.

Meeting valid despite failure to give notice

(Rule 56) The accidental omission to give notice of any general meeting to, or the non-receipt of any notice by, a member or person entitled to receive notice does not invalidate any proceedings at that meeting.

Quorum

(Rule 56) The quorum for the transaction of business at a general meeting is one half of the total number of members entitled to vote at the meeting present in person.

Requirement of quorum

(Rule 57) No business, other than the election of a chair and the adjournment of the meeting, may be transacted at any general meeting unless a quorum is present at the commencement of the meeting, and if at any time during the meeting there ceases to be a quorum present any business then in progress is suspended until there is a quorum present or until the meeting is adjourned or terminated as the case may be.

Lack of quorum

(Rule 58) If, within one hour from the time appointed for a general meeting, a quorum is not present, the meeting,

  1. if convened by requisition of members, must be dissolved, and
  2. in any other case, stands adjourned to the same day in the next week at the same time and place, unless the place of meeting is changed out of necessity.

Chair

(Rule 59) Any member, chosen by consensus of those present, may preside as chair of any general meeting.

Adjournments by chair

(Rule 60) The chair of a general meeting may, and if so directed by the members must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

Secretary

(Rule 61) The directors at a general meeting must appoint a member to act as secretary at the meeting.

Minutes of meetings

(Rule 62) The secretary must record the minutes of all resolutions and proceedings at a general meeting in a form decided by the members for that purpose.

Persons entitled to be present

(Rule 63) All meetings are open to the general public, although non-members may not vote and may asked to refrain from participation in the meeting.

(Rule 64) Under exceptional circumstances, the directors may require that all non-members leave any meeting while confidential business is discussed.

Meetings by conference telephone

(Rule 65) The Association may permit members to participate in general meetings and vote by telephone or other communications medium in accordance with The Cooperative Association Act.

Part 12 -- Voting

(Rule 66) Unless otherwise required by The Cooperative Association Act, the Association decision making shall be done by the Association's written decision making policy, as follows. For any given decision, a person entitled to vote may insist that the voting procedure required by The Cooperative Association Act be followed. Insistence on using some decision making process other than that described below may be considered conduct detrimental to the Association.


Decision Making

Definitions

(Rule 67)

vote 
is used in The Cooperative Association Act to indicate a decision making process, or the act of individuals participating in that process. Wherever The Cooperative Association Act refers to "vote" or "voting", we may use "consensus," "unity," "concurrence," or "unanimity."
consensus 
all decisions requiring a "vote" of members, investors, directors, officers, or other bodies under The Cooperative Association Act will be achieved via consensus, or unanimous consent of those entitled to a "vote" under The Cooperative Association Act.
entitled to vote 
The Cooperative Association Act specifies who may participate in various votes, such as members, investors, directors, or officers. We will refer to those "entitled to vote" as "participants." Those who may be present, but not legally "entitled to vote" are called "observers" or "guests," and may participate in the decision making process, but do not have a right to veto.
veto 
also called "blocking," is a situation where one or more participants voice a principled objection to consensus, based on a belief that the proposal is in conflict with the body's values, thus blocking the decision from being implemented.

Process

(Rule 68)

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Depending on the importance of the matter at hand, consensus may be informal, or any participant may request that the following formal consensus process be followed. It is expected that informal consensus will be used in a large majority of decisions, loosely following this process, with only steps #9 and #10 (recording the decision) formalized.

  1. A problem to to be solved is presented as part of the agenda for the meeting.
  2. A proposed solution is presented.
  3. Clarifying questions that seek to explain points of the problem or proposal, particularly how the proposal fits with our values, may be asked at this time.
  4. Objections and concerns about conflicts with our values are then raised by participants. These are recorded and grouped according to topic, but are not addressed at this time.
  5. A general discussion follows, during which clarifying questions, objections, and concerns are addressed, one at a time, with discussion and suggestions recorded for refining the proposal so it better reflects our values, with the goal of achieving unity within the group.
  6. A call for consensus on the (possibly refined) proposal is made.
  7. Participants indicate either "consent", "stand aside", or "veto".
  8. Those who indicated "stand aside" are given an opportunity to present their concerns to the group, as either "consent with concerns" or "against without veto". If more than one person indicates "against without veto", the group should decide to go back to general discussion, to better achieve unity. If this has already happened, the "against without veto" should be treated as a "veto", as described below.
  9. The problem and agreed solution proposal are recorded in the organization's decision log for future reference, unless vetoed, as described below.
  10. Upon achieving consensus without any vetoes, anyone who indicated "stand aside" can make a brief statement of concern regarding conflict with our values, which will also be recorded in the decision log.
  11. Consensus is vetoed only upon "principled objection", which means that the proposal is contrary to the organization's values, vision, mission, or purpose, or if the vetoing party believes the proposal would result in a catastrophic outcome for the organization through some way that is unanticipated in the organization's guidance documents.
  12. When consensus cannot be achieved, the dissenting party or parties are required to present an alternative proposal for solving the problem for consideration by the body that they believe to be more agreeable to the body, according to the following procedure.
    1. This alternative must be presented within a reasonable period of time, as appropriate to the gravity of the resolution. The date for determination of the alternative resolution must be set at the time of defeat of the original resolution. If consensus cannot be achieved in scheduling a meeting for consideration of the alternative resolution, the meeting facilitator has the authority to schedule such a meeting.
    2. The requirement for an alternative resolution may be waived by unanimous consent at the time of the defeat of the original resolution.
    3. Those participating on the alternative resolution must include at least a majority of those who participated in the original resolution. Every effort must be made to include all those who participated on the original resolution.
  13. If one of the following is true, then the original resolution may be brought before the body again (at a future date) for unanimous minus one consent of those duly notified and present.
    1. the alternative resolution fails to achieve unanimous consent by those duly notified and present,
    2. the dissenting parties fail to present an alternative, or
    3. a majority of parties voting on the original resolution are not able to vote on the alternative resolution.
  14. If the original resolution is brought before the body a second time, every effort must be made to include all those who voted on the original resolution, but there is no majority requirement in this case. Note that this particular clause was created in the effort to avoid blocking or vetoing of resolutions, without the presentation of alternatives.

Proxy Veto

(Rule 69) Since consensus is a process, rather than an event, veto by proxy is not allowed unless agreed by the members actually participating. Indications of "consent" or "consent with concern" by proxy will be allowed and recorded.

A member who cannot be present to participate may request that the proposal be re-scheduled, but the Association is not bound by that request.

Veto Abuse

(Rule 70) Consensus requires that the parties voting take responsibility to adequately educate themselves about the issues and resolutions under consideration, and that they make reasonable accommodations to achieve unity. Should a party consistently veto resolutions, that party's participation rights may be suspended by unanimous consent of all participants, excluding the party in question. The resolution calling for suspension of participation rights must include a time upon which those rights will be restored. Parties who have had their participation rights suspended agree to attend consensus training at their own expense prior to restoration of their participation rights.

Part 13 -- Meetings of Investment Shareholders

(Rule 71) Subject to The Cooperative Association Act, meetings of investment shareholders or investment shareholders holding shares of a particular class of investment shares shall be governed by these coop rules insofar as they are applicable.

Part 14 -- Voting Rights of Members

Voting rights and restrictions

(Rule 72) Subject to The Cooperative Association Act and these Rules, every member who is registered as the holder of a membership share is entitled to vote at every general meeting of the Association.

(Rule 73) A person who is not registered as the holder of a membership share but who is entitled to vote at a general meeting may vote in the same manner as if he or she were a member 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.

(Rule 74) A member may not vote by proxy at any general meeting of the Association.

Part 15 -- Voting Rights of Investment Shareholders

(Rule 75) On matters dealt with at meetings called subject to #Meetings of Investment Shareholders (Rule 71), each investment shareholder shall be entitled to one vote for each investment share owned.

(Rule 76) An investment shareholder may vote by proxy at a meeting called subject to #Meetings of Investment Shareholders (Rule 71) in accordance with The Cooperative Association Act and coop rules, if the shareholder's residence, as determined from the register of shareholders 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 shareholder's residence.

(Rule 77) An instrument appointing a proxy may be in the following form or in any other form approved by the directors:

I, ...................................., of ..........................................., a holder of investment shares of ........................................ hereby appoint ....................................................... as my proxy to vote for me and on my behalf:
(Check and complete applicable statement)
____ at the investment shareholders meeting to be held on ..../..../.... [month/day/year], and any adjournment of that meeting;
____ at the meeting of investment shareholders of Class ........ Shares [indicate class of shares] to be held on ..../..../.... [month/day/year], and any adjournment of that meeting.
Signature .................................. Date ............................................ [month/day/year]
provided that a proxy must
  1. be in writing,
  2. identify the appointing shareholder and the proxy holder,
  3. identify the meeting in respect of which the proxy is given or the meeting for which the representative is appointed,
  4. be signed by the appointing investment shareholder or an attorney authorized in writing by the appointing investment shareholder,
  5. include the date of the signature referred to in paragraph (4).

(Rule 78) 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

  1. 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
  2. at the place specified for the meeting, before its commencement, with a director or officer or the solicitor of the Association.

(Rule 79) A vote given in accordance with the terms of a proxy is valid despite the death or incapacity of the investment shareholder 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.

(Rule 80) A proxy may be revoked in any manner provided by law including by an instrument in writing that is

  1. signed by the investment shareholder giving the proxy or by his or her agent authorized in writing, and
  2. delivered to
    1. 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
    2. 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.

(Rule 81) 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 16 -- Directors

Duties of directors

(Rule 82) The directors must manage EcoReality Sustainable Land Use and Education Cooperative in accordance with the responsibilities, duties and powers set out in The Cooperative Association Act, the regulation, the coop memorandum and these coop rules.

(Rule 83) The directors in the execution of their duties shall at all times act in good faith and in the best interests of EcoReality Sustainable Land Use and Education Cooperative.

(Rule 84) Directors shall receive no compensation for performing their duties, but may be compensated for reasonable, budgeted, and documented out-of-pocket expenses they incur in the performance of their duties.

Number of directors

(Rule 85)

  1. Any member who has resided on the EcoReality property for six months, cumulative, can be elected by the directors to serve as a director of the co-op.
  2. A director who is non-resident for 30 days or more, will have their directorship suspended until they return to resident status for an amount of time equal to the time they were away, cumulative, up to a maximum of six months.
  3. Any exception to this rule requires the consent of the directors.
  4. Upon special resolution, one or more non-members may be named as a director of EcoReality Sustainable Land Use and Education Cooperative, but the number of directors who are also members must be no less than 90% of the total number of directors.

Director's indemnification

(Rule 86) Subject to The Cooperative Association Act, no director shall be liable to EcoReality Sustainable Land Use and Education Cooperative or any of its members for monetary damages for breach of fiduciary duty as a director, except for liability arising from

  1. any breach of the director's duty of loyalty to EcoReality Sustainable Land Use and Education Cooperative,
  2. acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or
  3. any transaction for which the director derived an improper personal benefit.

(Rule 87) Subject to The Cooperative Association Act, EcoReality Sustainable Land Use and Education Cooperative may indemnify a director or former director, their heirs and personal representatives against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, incurred by them and to which they were made a party by reason of being or having been a director.

Part 17 -- Election, Appointment, and Removal of Directors

(Rule 88) 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. Notwithstanding the provisions of #Part 16 -- Directors, the initial directors shall be those founding members whose signatures appear on the coop memorandum.

(Rule 89) At each annual general meeting, the members shall determine by ordinary resolution the directors who will serve for the following year.

(Rule 90) (Rule 90 has been deleted by special resolution, agreed as recorded in Minutes:20090804.)

(Rule 91) (Rule 91 has been deleted by special resolution, agreed as recorded in Minutes:20090804.)

(Rule 92) In the case that nominated non-members exceeds the number that may serve in accordance with #Number of directors (Rule 85)(2.1), election of non-member directors shall be by secret ballot.

(Rule 93) 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,

    1. the directors who have already been elected in the election, and
    2. 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.

(Rule 94) For the election or appointment of a director to be valid, consent of the candidate must be provided in accordance with The Cooperative Association Act.

(Rule 95) Despite any vacancy on the board, the continuing directors

    1. 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
    2. if the number of continuing directors does not constitute a quorum of the board, the board may appoint directors for the purpose of increasing the number of directors to a quorum to call a general meeting and for no other purposes.

(Rule 96) A person whose term as director is ending is eligible for re-election or reappointment, provided they continue to have the required qualifications.

(Rule 97) The office of director must be vacated if the director:

    1. holds any other office of profit under the Association, except that of secretary or treasurer
    2. is concerned or participates in the profits of a contract with the Association
    3. is absent from 3 consecutive regular meetings of the directors without the consent of the directors; provided that
      1. no director must vacate his or her office by reason of his or her being a member of a company which has entered into contracts with or done any work for this Association; but the director must disclose the fact of membership to the other directors, and must not vote in respect of that contract or work, and if he or she does vote his or her vote must not be counted; and
      2. a director has the right, at all times, to sell or consign for sale to the Association, product grown or produced, services provided and copyrights owned by the director or in which he has an interest.

(Rule 98) 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 18 -- Meetings of Directors

Calling meetings

(Rule 99) Subject to The Cooperative Association Act and these coop rules, the directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they consider appropriate.

(Rule 100) 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.

(Rule 101) Any two directors may, and the secretary of the Association on request of any three directors must, call a meeting of the directors at any time.

(Rule 102)

  1. Subject to these rules, 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
    1. by personal delivery,
    2. by mail addressed to the director's address as it appears in the register of directors,
    3. by leaving it at the director's usual business or residential address,
    4. by telegram, telex, facsimile transmission, electronic mail, or any other method of transmitting legibly recorded messages, or
    5. 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:
    1. a question or matter requiring approval of the members;
    2. filling a vacancy on the board;
    3. filling a vacancy in the office of auditor;
    4. issuing shares;
    5. declaring patronage returns or dividends on shares;
    6. redeeming shares issued by the the Association;
    7. approving a financial statement of the the Association;
    8. making decisions that by The Cooperative Association Act or these coop rules are required to be made by a vote of greater than a majority of the directors.

A notice mailed under sub rule (1.2) is deemed received on the second day, not including Saturday and holidays, after the date of mailing.

A notice given in accordance with sub rule (1.3) is deemed received when it is delivered.

A notice given under sub rule (1.4) is deemed received at the time the telegram, telex, facsimile transmission or other electronic transmission is sent.

A notice given under sub rule (1.5) is deemed received at the time the information is provided by telephone.

Directors meeting quorum

(Rule 103) Quorum for meetings of the directors shall be a majority of those currently serving as directors, but at no time shall be fewer than three (3). 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. Board members may participate in a board meeting by telephone, video conferencing or other electronic means of communication and board members attending in such fashion shall be counted as being in attendance for purposes of establishing a quorum, provided that the form of participation allows the board member to participate in discussion of issues, and to register his vote on decisions that arise.

(Rule 104)

  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 sub rule (1) must be sent to each director immediately after being passed, and no other notice is required for any regular board meeting, unless The Cooperative Association Act or these coop rules require that the purpose of the meeting or the business to be transacted at it be specified in a notice.

Directors meeting procedures

(Rule 105) In an emergency, the chairperson may call a meeting of the directors by giving each director at least 48 hours written or oral notice of the meeting.

(Rule 106) 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.

(Rule 107) 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.

(Rule 108) The president of the Association or, in the absence of the president, the vice-president must chair all meetings of the board. The first act of chairing such a meeting may be delegation of that duty to a director selected from among those present. 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.

(Rule 109) Questions arising at any meeting of the directors are to be decided by the consent of all of those directors present and entitled to vote, unless The Cooperative Association Act or these coop rules require otherwise.

(Rule 110) The minutes of the proceedings of the directors must be kept in accordance with The Cooperative Association Act.

(Rule 111) A resolution of the directors may be passed without a meeting in accordance with The Cooperative Association Act and these coop rules.

(Rule 112) A resolution referred to in this rule 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.

(Rule 113) For the purposes of a resolution referred to in this rule, written consent may be provided by telegram, telex, facsimile transmission, electronic mail or any other method of transmitting legibly recorded messages.

Part 19 -- Committees of Directors

Appointment of committees

(Rule 114)

  1. The board may, by resolution, appoint one or more committees consisting of the director or directors and such other individuals that the board consider appropriate to exercise the powers delegated by the board to them as authorized by The Cooperative Association Act.
  2. Any committee so formed, in the exercise of the powers delegated to it, must obtain approval from the board prior to initiating any act or thing, and must
    1. conform to any terms of reference that may from time to time be imposed on it by the directors, and
    2. 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 that has been done.

Variation of terms of reference

(Rule 115) The board may vary, add to or limit the terms of reference of any committee of directors.

Time and place of committee meetings

(Rule 116) The members of a committee of directors may meet and adjourn as they consider appropriate.

Quorum

(Rule 117) 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.

Vacancy

(Rule 118) 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.

Chair

(Rule 119) 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.

Voting at committee meetings

(Rule 120) Questions arising at any meeting of a committee of directors are determined by the Association's decision making process, as amended from time to time, subject to The Cooperative Association Act.

Minutes of committee proceedings

(Rule 121) The minutes of the proceedings of a committee of directors must be kept in accordance with The Cooperative Association Act, except that, in addition to the forms allowed by The Cooperative Association Act, minutes may be kept in electronic form.

Part 20 -- Officers

Appointment of president and vice-president

(Rule 122) The board must appoint, by resolution, a president and a vice-president of the Association from among the directors.

Appointment of other officers

(Rule 123)

  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) must be directors and members.

One person may hold more than one office

(Rule 124) Two or more offices of the Association may be held by the same individual.

Powers and duties of officers

(Rule 125) Subject to The Cooperative Association 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. In particular, the offices of President and Vice President hold no special authority, except as required by The Cooperative Association Act.

Term of office and remuneration

(Rule 126)

  1. The board must determine the term of office any officer it appoints.
  2. No officer is to receive remuneration for their service.
  3. The board, in its discretion, may remove any officer of the Association without prejudice to that officer's rights under any employment contract.

Part 21 -- Conflict of Interest Rules for Directors and Officers

Act applies

(Rule 127) The directors and officers of the Association are governed by the disclosure and conflict of interest rules set out in The Cooperative Association Act.

Part 22 -- Finances

Borrowing powers

(Rule 128) The directors may, with the approval of the members, for the purposes of EcoReality Sustainable Land Use and Education Cooperative, on behalf of EcoReality Sustainable Land Use and Education Cooperative,

  1. borrow or raise money in the manner and amount, from the sources, on terms and conditions, and
  2. issue notes, bonds, debentures and other debt securities as the directors consider appropriate.

Limitations on investing

(Rule 129)

  1. Subject to any limitations adopted by EcoReality Sustainable Land Use and Education Cooperative, the directors may invest the funds of EcoReality Sustainable Land Use and Education Cooperative in the manner they consider appropriate.
  2. EcoReality Sustainable Land Use and Education Cooperative must not provide loans on the security of its shares, but
    1. in accordance with #Payment for shares (Rule 23)(4), shares may be loaned to members for the purpose of reaching minimum number of investment shares required for habitation in the village.
  3. EcoReality Sustainable Land Use and Education Cooperative must not raise or borrow or secure the payment of money for a term of longer than three years without prior approval by special resolution.

Auditor

(Rule 130) Subject to and in accordance with The Cooperative Association Act, the directors must appoint the first auditor and EcoReality Sustainable Land Use and Education Cooperative must appoint subsequent auditors, if any. The duties and rights of the auditor are governed by The Cooperative Association Act. In any year, the appointment of auditor may be waived by a special resolution passed by the general membership.

Accounting records

(Rule 131) The directors must cause accounts to be kept in accordance with The Cooperative Association Act.

Financial year

(Rule 132) The financial year of EcoReality Sustainable Land Use and Education Cooperative ends on the date fixed by the directors.

Use of surplus funds

(Rule 133) The directors must apply surplus funds arising from the operation of EcoReality Sustainable Land Use and Education Cooperative in a financial year as follows:

  1. first, to the reserves required by #Reserves (Rule 134);
  2. next, to retire all or a portion of any deficit previously incurred by EcoReality Sustainable Land Use and Education Cooperative, as the directors determine is appropriate;
  3. next, to further reserves as deemed necessary by the directors,
  4. next, to special projects as determined by the directors,
  5. last, to patronage returns or dividends as decided by the directors in accordance with #Investment shares (Rule 21).

Reserves

(Rule 134) The directors must set aside as reserves for meeting contingencies at least 5% of the surplus funds arising from the operations of EcoReality Sustainable Land Use and Education Cooperative in each financial year until those reserves are equal to a percentage of paid up share capital determined by resolution of the members.

(Rule 135) Subject to The Cooperative Association Act and these coop rules, reserves must be available to meet contingencies and until required for that purpose may be employed in any manner the directors consider appropriate.

Patronage returns

(Rule 136) Subject to and in accordance with The Cooperative Association Act and the coop rules in this Part, EcoReality Sustainable Land Use and Education Cooperative may allocate among and credit or pay to the members patronage returns.

(Rule 137) EcoReality Sustainable Land Use and Education Cooperative must not pay any patronage return or dividends if there are reasonable grounds for believing that

  1. EcoReality Sustainable Land Use and Education Cooperative is unable to pay its liabilities as they become due in the ordinary course of business, or
  2. paying the patronage return would
    1. render EcoReality Sustainable Land Use and Education Cooperative unable to pay its liabilities as they become due in the ordinary course of business, or
    2. cause the realizable value of EcoReality Sustainable Land Use and Education Cooperative's assets to be less than its liabilities.

(Rule 138) The directors must report to each annual general meeting the state of EcoReality Sustainable Land Use and Education Cooperative's financial affairs and the amounts, if any, which shall be paid by way of share dividend or patronage return.

(Rule 139) Subject to rules in this Part, EcoReality Sustainable Land Use and Education Cooperative may declare share dividends and patronage returns in accordance with The Cooperative Association Act, but share dividends and patronage returns declared must not exceed the amount reported by the directors pursuant to this rule, and at any rate a share dividend or patronage return must not be paid except out of surplus funds.

(Rule 140) EcoReality Sustainable Land Use and Education Cooperative may apply any dividend or patronage return credited to a member to the unpaid amount on any membership shares held by that member, or to the purchase of additional membership shares, or to pay down investment shares borrowed by that member.

Part 23 -- Dispute Resolution

Disputes

(Rule 141) Any dispute arising out of the affairs of the Association, between a member and any person aggrieved who has for not more than 6 months ceased to be a member, shall, in the event that such dispute is not satisfactorily resolved by the individuals themselves:

  1. be discussed between the disputants themselves in the presence of a mutually agreed upon mediator who shall attempt to help the parties resolve the dispute in a manner acceptable to them both.
  2. In the event that a dispute is not satisfactorily resolved through mediation, the mediator shall refer it to a committee of three members of the Association. A director and the member or other person aggrieved must each nominate one member, and the two nominated must choose the third. The decision of the committee is final and binding on all parties and may be enforced on application to the Supreme Court.

Part 24 -- Notices

Notice to directors, members, and other persons

(Rule 142) Unless otherwise specified in The Cooperative Association Act or these coop rules, any notice required to be given to a director, member, or any other person must be in writing and is sufficiently given if it is

  1. delivered personally,
  2. 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,
  3. 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,
  4. sent to the person by facsimile transmission to a telephone number provided for that purpose, or
  5. sent via electronic means to the person's last known electronic contact address, or
  6. served in accordance with #Part 25 -- Service of Documents.

Notice to Association

(Rule 143) Unless otherwise specified in The Cooperative Association Act or these coop rules, any notice required to be given to the Association must be in writing and is sufficiently given if it is

  1. delivered to the registered office of the Association,
  2. mailed to the registered office of the Association by prepaid mail,
  3. sent by facsimile transmission to a telephone number provided for that purpose,
  4. sent via electronic means to the Association's email address provided for such purposes, or
  5. served in accordance with The Cooperative Association Act.

Deemed receipt

(Rule 144)

  1. A notice given in accordance with these coop rules is deemed received when it is delivered.
  2. A notice given in accordance with these coop rules is deemed received on the second day, not including Saturday and holidays, after the date of mailing.
  3. A notice given in accordance with these coop rules is deemed to be received at the time the notice is sent by facsimile.

Computation of time

(Rule 145) 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.

Undelivered notices

(Rule 146) 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. If the Association is notified that electronic mail is undeliverable to the address provided, other means of delivery must be used in accordance with #Notice to directors, members, and other persons (Rule 142).

Omissions, non-receipt and errors

(Rule 147) 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.

Persons entitled by death or operation of law bound by notice in certain circumstances

(Rule 148) 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

Service by the Association

(Rule 149)

  1. A notice or other document required by The Cooperative Association Act to be served by the association may be served by
    1. 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
    2. personal service.
  2. A notice or other document served under subsection (1.1) is deemed received on the second day, not including Saturday and holidays, after the date of mailing.

Service on the Association

(Rule 150) Service on the association must be in accordance with The Cooperative Association Act.

Part 26 -- Corporate Seal and Execution of Instruments

(Rule 151) The directors may provide a seal for the association and may determine its form.

(Rule 152) The directors must provide for the safe custody of the seal, which must be stored at the registered office of the association.

Required signatures

(Rule 153) The seal must not be impressed on any instrument unless that impression is attested by the signature or signatures of

  1. any 2 directors,
  2. one or more directors, officers or other persons as determined by resolution of the directors.

(Rule 154) 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 #Required signatures (Rule 153).

Part 27 -- Records

Records of the Association

(Rule 155) Retention of, and entitlement and access to, records of the association are governed by The Cooperative Association Act, but may also be kept in electronic form, as long as such electronic form is secure, and readily available to all members.

Part 28 -- Alteration of Memorandum or Rules

Alteration of memorandum or Rules

(Rule 156) Amendments to the coop memorandum and coop rules of the association must be by special resolution, and be in accordance with The Cooperative Association Act and these coop rules.





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