Dairy herd share agreement

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This agreement is made and entered into to be effective as provided herein between ____________________________ (herein called "Dairy Shareholder") and EcoReality Sustainable Land Use and Education Cooperative (herein called "EcoReality", whose address is 2152 Fulford-Ganges Road, Salt Spring Island, BC V8K 1Z7).

Recitals

  1. EcoReality, a British Columbia Cooperative Association, has established Class D Investment Shares (herein called "Dairy Shares") as of 7 June 2011, for the explicit purpose of providing capital for the procurement of dairy animals and supporting infrastructure, including housing, fencing, equipment, and other such dairy infrastructure.
  2. Dairy Shares
    1. have a par value of $1 per share;
    2. may be purchased by members or non-members;
    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. may have other rights and restrictions as defined in EcoReality's coop rules or as determined by EcoReality's members and investors from time to time.
  3. EcoReality members have elected from among themselves an Agister to manage EcoReality's dairy animals, and have empowered the Agister to make routine operational decisions regarding the maintenance and operation of the dairy herd, including determining appropriate operational costs and fees of distributing Dairy Products to Dairy Shareholders.

Agreements

In consideration of the recitals and the mutual obligations contained in this Agreement, the parties agree as follows:

  1. Definitions:
    1. "Dairy Product" primarily means raw, non-pasteurized, non-homogenized milk from the EcoReality dairy herd, but also includes other products substantially made from milk from the EcoReality dairy herd, such as various cheeses, butter, ice cream, skim milk, whey, fermented milk products, etc.
    2. "Receive" means transferring Dairy Products from EcoReality to the Dairy Shareholder.
    3. "Agister" is a person, elected from among the Members of EcoReality, who cares for the dairy animals that are shared among Dairy Shareholders, and who determines Dairy Product fees. Jan Steinman has been elected for this purpose, as of 7 June 2011.
    4. "Member" is a person who holds one or more Member Shares of EcoReality, as defined in the BC Cooperative Associations Act and the EcoReality coop rules. A Dairy Shareholder is explicitly not a Member of EcoReality, although a Member may also be a Dairy Shareholder.
    5. "Current Dairy Shareholder" is a Dairy Shareholder who regularly receives their share of Dairy Product every month.
      1. If a Dairy Shareholder does not receive their share of Dairy Product in the previous 30 days, they are not a Current Dairy Shareholder for purposes of this agreement.
  2. Current Dairy Shareholders shall be entitled to Receive the weekly output of EcoReality dairy animals in proportion to the percentage of shares held by each Current Dairy Shareholder to the total number of Dairy Shares issued.
    1. The Agister will restrict the total number of Dairy Shares issued to an appropriate number such that each Current Dairy Shareholder is able to Receive the nominal amount of Dairy Product expected, such that:
      1. for each 50 Dairy Shares held (par value, $50), the Dairy Shareholder can nominally Receive one (1) litre of milk per week, or the appropriate amount of non-milk dairy products produced from EcoReality dairy animals;
      2. for less than 50 Dairy Shares held, the Dairy Shareholder can Receive Dairy Products on an "as available" basis, after Dairy Shareholders of 50 or more Dairy Shares held have Received or tacitly declined their portion of the week's Dairy Product output.
      3. EcoReality's Agister will determine from time to time the operational costs of Dairy Product production, and will determine the appropriate fees for Receiving different Dairy Products.
      4. Dairy Shareholders understand and acknowledge that differences in weather, foliage, animal age, the animal's point in their lactation cycle, and numerous other factors, many of them beyond the control of EcoReality or the Agister, may impact the amount of Dairy Product actually available, and that absolute quantities of Dairy Product is at no time assured available for Receiving by Dairy Shareholders.
      5. Dairy Shareholders who do not meet the definition of Current Dairy Shareholders (above) may be restricted to receive Dairy Products on an "as available" basis, after all Current Dairy Shareholders have received their share.
  3. EcoReality, through the actions of its elected Agister, will maintain and manage the herd of dairy animals such that:
    1. Herd management will be undertaken within the generally accepted farming practices of Permaculture, generally following organic farming practices.
    2. No herd management decision will be taken that will negatively impact the long-term health and well-being of the EcoReality site.
    3. Animals will be treated in a humane manner, and will generally live comfortable, natural, pleasurable lives.
    4. A mix of Dairy Products will be produced according to the desires of the Dairy Shareholders.
    5. Breeding and other animal management decisions will be planned for the health and benefit of the herd first, and for production of Dairy Products second.
  4. EcoReality will provide periodic verbal or written reports to Dairy Shareholders on the conditions of the dairy herd and expectation of Dairy Product mix and volume. Dairy Shareholders may visit or inspect EcoReality dairy animals and dairy facilities by verbal or written appointment, at the sole convenience of EcoReality.
  5. Dairy Shareholders shall Receive Dairy Products on a schedule agreed by EcoReality and each Dairy Shareholder at times and locations specified by EcoReality.
  6. Dairy Shareholders shall return Dairy Product containers to EcoReality in a clean condition, as specified in the milk bottle cleaning procedure, and are subject to additional fees if containers are returned dirty.
  7. If a Dairy Shareholder is unable to Receive Dairy Products at such previously agreed times and places, they forfeit the right to their share of that week's production.
  8. Dairy Shareholders understand and acknowledge that distribution of raw Dairy Products is, at any time, prohibited by the existing health regulation of Canada, British Columbia, and the Vancouver Island Health Authority. Dairy Shareholders agree that they will not, under any circumstances, sell, trade, or gift Dairy Products to others than those named as joint shareholders of their Dairy Shares.
    1. List all joint shareholders here, including minor dependents: _______________________________________________________________________
    2. EcoReality and Dairy Shareholders each agree to indemnify and hold the other harmless for any liability, loss, damage, expense or penalties which are incurred by the other because of a breach of the provisions of this section by the indemnifying party.
    3. Under no circumstances can the Receiving of any Dairy Product by a Dairy Shareholder, including joint shareholders, be construed as a sale of raw Dairy Products, since it is legal to consume raw Dairy Products from an animal you own, and Section Two of the Canadian Charter of Rights and Freedoms guarantees Dairy Shareholders, through the right of Freedom of Association, to do collectively whatever is legal to do individually.
  9. Dairy Shareholders shall not be liable to EcoReality for any loss of or damage to the dairy herd or for anything resulting from the care and maintenance of the herd by EcoReality or for handling of production from the dairy herd.
  10. Dairy Shareholders understand and acknowledge that Canada, British Columbia, and the Vancouver Island Health Authority consider raw Dairy Products to be unfit for human consumption;
    1. Despite such declarations of public health authorities, Dairy Shareholders Receive Dairy Products with full informed consent of the stated risks of such health authorities;
    2. EcoReality shall not be liable to Dairy Shareholders for any sickness, death, loss or damage from the Dairy Products Received from EcoReality.
  11. In the event that either party to this Agreement, EcoReality or Dairy Shareholder, seeks to assert any claim against the other party for any reason in connection with this Agreement or the activities of the other party under it, EcoReality or Dairy Shareholder must file a written claim with the other party stating the nature of the claim and the amount of relief sought within thirty (30) days after EcoReality or Dairy Shareholder becomes aware of the circumstances giving rise to the claim. Unless EcoReality or Dairy Shareholder files the claim within the prescribed time, EcoReality or Dairy Shareholder waives any and all right that each may have against the other party for any liability arising under this Agreement.
  12. All disputes, claims, and questions regarding the rights and obligations of the parties under the terms of this Agreement are subject to arbitration. Either party may make a demand for arbitration by filing a demand in writing with the other party within thirty (30) days after the dispute first arises. Thereafter, the arbitration shall be conducted by three arbitrators (one appointed by EcoReality, one by the Dairy Shareholder, and a third by the other two arbitrators). Each party shall pay the party's own costs in connection with the arbitration, and costs of the arbitrators shall be paid in equal amounts by the parties.
  13. This agreement may be terminated by Dairy Shareholder or EcoReality by written notice, and is effective immediately.
    1. Upon notification of termination, EcoReality will immediately redeem the Dairy Shares to accounts payable, and will pay them to Dairy Shareholder within ninety (90) days.
    2. If any Herd Agreements other than this one are terminated for any reason, this Agreement shall remain in effect.
    3. Redeemed Dairy Shares become the property of EcoReality, who may subscribe the shares to new Dairy Shareholders as determined by the Agister to be appropriate.
  14. This Agreement is being executed and delivered in the province of British Columbia and shall be construed in accordance with and governed by the laws of British Columbia.
  15. This Agreement constitutes the entire contract between the parties and may not be modified or amended by the Dairy Shareholder unless agreed by both parties in writing.
    1. This Agreement may be modified by EcoReality from time to time, who shall notify Dairy Shareholder in writing, at which point, Dairy Shareholder is free to terminate the agreement by written notice, as per paragraph 13, above.
  16. No assent or waiver, expressed or implied, to any breach of any one or more of the covenants or agreements hereof shall be deemed or taken to be a waiver of any succeeding breach.
  17. This Agreement and each of its provisions shall inure to the benefit of and be binding upon the parties.

In Witness Whereof, the parties have executed this Agreement on the dates shown below to be effective immediately.

EcoReality Sustainable Land Use and Education Cooperative:
_____________________________________________________________________________________________
SignaturePrinted NameDate
Dairy Shareholder:Class D Shares Subscribed:_______________________________
_____________________________________________________________________________________________
SignaturePrinted NameDate

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