Rules of Sooke Sailing Co-operative
Part 1 – Interpretation
Definitions
- In these Rules:
“Act” means the Cooperative Association Act of British Columbia from time to time in force and all amendments to it:
“Adjourned meeting” means the meeting to which a meeting is adjourned;
“Board” or “the directors” mean the directors of the Co-op as elected during each annual general meeting;
“Co-op” means the Sooke Sailing Co-operative;
“Member” means a member of the Co-op and includes a family member;
“Regulation” means the regulation under the Cooperative Association Act as made and amended from time to time;
“Rules” means these Rules and all amendments, additions, deletions or replacements from time to time in force and effect.
Cooperative Association Act definitions apply
- Subject to Rule 1, words and expressions defined in the Act apply to the Rules of the Co-op, with changes determined as necessary.
Interpretation
- Words in the singular form include the plural and vice versa, and words importing a specific gender include the other gender.
Cooperative Association Act governs
- If there is a conflict or inconsistency between the Act and the Rules, the Act governs.
Part 2 – Membership
Open membership
- Membership in the Co-op is open in a non-discriminatory manner to individuals that can use the services of the Co-op and are willing and able to accept the responsibilities of membership.
Application for membership
- An individual who wishes to become a member must submit to the Co-op: a written application for membership in the form provided by the Co-op for that purpose; a signed waiver form witnessed by a person authorized by the directors to approve applications for membership; and payment of the entrance fee.
Age qualification
- To be eligible for membership in the Co-op, an individual must be at least 19 years of age.
Membership share requirement
- Each member must, as a condition of membership, subscribe to one membership share.
Approval of application
- The directors, or another Co-op member authorized by the directors, may approve, refuse, or postpone consideration of an application for membership.
Effective date of membership
- Membership is effective on the day that the application for membership is approved under Rule 9.
Withdrawal from membership
- A member may withdraw from membership in the Co-op by giving written notice to the directors of the member’s intention to withdraw.
Effective date of withdrawal
- The membership of a member ceases on the date the member has complied with the requirements of Rule 11.
Notice of death of individual member
- Subject to Rule 20.(2), notice to the Co-op of the death of an individual member has the same effect as a notice of intention to withdraw, and Rules 11, 12, and 16 apply with the necessary changes, so far as applicable.
Grounds for termination of membership
- The Co-op may terminate the membership of a member in accordance with the Act if:
- the member has engaged in conduct detrimental to the Co-op;
- the member has not paid money due by the member to the Co-op within a reasonable time after receiving written notice to do so from the Co-op;
- in the opinion of the directors, based on reasonable grounds, the member has breached a material condition of an agreement with the Co-op, and has not rectified the breach within a reasonable time after receiving written notice to do so from the Co-op.
Appeal of termination of membership
- The right of appeal of a person whose membership in the Co-op is terminated is governed by the Act.
Effect of termination, withdrawal or other cessation of membership.
- (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.
(2) The cessation of membership does not release the former member from any debt or obligation owed to the Co-op unless the instrument or obligation states otherwise.
(3) No refund will be made of any fees paid by the terminated or withdrawing member.
Part 3 – Family Membership
Family Membership
- Two or more individuals may apply in accordance with Rule 6 to be family members and, if the application is approved under Rule 9, the family members subscribe to one membership share and are entitled to the one vote attached to that share.
Business done by family member
- Business done by one family member is deemed to be business transacted by the family members of the membership.
Withdrawal of family membership
- (1) Family members may withdraw from membership by complying with Rule 11.
(2) The written notice required by Rule 11 must be signed by all family members.
Death of a family member
- (1) On receipt of notice of the death of one family member, the Co-op may treat the surviving family members as the holders of the membership share.
(2) The death of one family member does not have the same effect as a notice of withdrawal under Rule 11.
Entitlement of family members to act as directors.
- Only one family member of a membership is entitled to be a director of the Co-op at any one time.
Part 4 – Shares
Authorized share structure
- The authorized share structure of the Co-op is set out in the memorandum.
Transfer of shares
- Shares may not be transferred.
Part 5 – General Meetings of the Co-op
Annual general meetings
- The Co-op must hold its first and subsequent general meetings within the time provided by the Act.
Business at annual general meetings
- At the first general meeting and at each annual general meeting the following business must be considered:
- report of the directors;
- financial statement;
- auditor’s report, if applicable;
- election or appointment of directors; and
- appointment or waiver of appointment of an auditor.
Order of business at annual general meetings
- The order of business at the first general meeting and at each annual general meeting, to the extent appropriate in the circumstances, must be as follows:
- meeting to be called to order;
- notice convening meeting to be read;
- minutes of preceding annual general meeting to be read and adopted, or amended and adopted, as required;
- business arising out of minutes to be considered;
- reports of standing and special committees to be heard;
- financial statement to be placed before the meeting;
- reports of directors and auditors to be read;
- election of directors and appointment of auditors;
- special business to be considered;
- unfinished business to be considered; and
- new business to be considered.
Special business
- (1) Any business other than business listed in Rule 25 is special business.
(2) Special business must be approved by ordinary resolution of the members unless the Act or these Rules require otherwise.
Special general meetings
- (1) The calling of a special 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 Act.
(2) The requisitioning of a special general meeting by the members must be in accordance with the Act.
(3) The directors may determine the order of business at a special general meeting.
Time and place of general meetings
- General meetings must be held at the time and place in British Columbia that the directors specify.
Manner of giving notice
Quorum
- The quorum for the transaction of business at a general meeting is 10 per cent of the total number of members.
Requirement of quorum
- 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
- (1) If, within one hour from the time appointed for a general meeting, a quorum is not present, the meeting,
- if convened by requisition of members, must be dissolved, and
- 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.
(2) If, at the adjourned meeting referred to in sub-rule (1), a quorum is not present with one-half hour from the time appointed, the members present are deemed to constitute a quorum.
Chair
- Subject to Rule 35, the president of the Co-op or, in the absence of the president, the vice-president, must preside as chair at every general meeting.
Alternate chair
- If there is no chair present within 30 minutes after the time appointed for holding the meeting, the members present at a general meeting must elect a member to chair the meeting.
Secretary
- The directors at a general meeting must appoint a member to act as secretary at the meeting.
Minutes of meetings
- The secretary must record the minutes of all resolutions and proceedings at a general meeting in books provided by the directors for that purpose.
Part 6 – Voting at General Meetings
Actions to be determined by ordinary resolution
- At a general meeting, every motion must be determined by ordinary resolution unless otherwise required by the Act or these Rules.
Chair not entitled to casting vote
- In case of an equality of votes, the chair of a general meeting is not entitled to a second or casting vote and the motion is lost.
Decision by show of hands or poll
- Unless otherwise provided in these Rules or the Act, every motion for a resolution put to a vote at a general meeting is to be decided on a show of hands unless before or promptly on the declaration of the result of the vote by a show of hands, a poll is directed by the chair or demanded by at least one individual who is present and entitled to vote.
Part 7 – Directors
Duties and powers of directors
- (1) The directors must manage the Co-op in accordance with the responsibilities, duties and powers set out in the Act, the regulation, the memorandum and these Rules.
(2) The Board of Directors has the power to establish the qualifications and the preconditions necessary to become a Co-op skipper. The qualifications and preconditions shall be outlined in the Operating Guidelines (Part 3).
(3) The Board of Directors has the power to:
- establish the criteria for becoming an Orientation skipper;
- appoint Co-op skippers to implement Orientation Programs IV and V;
- determine who has or has not met the Co-op pre-conditions in 41.(2); and,
- rescind the skipper privileges of any member who is deemed to have acted in a manner detrimental to the Co-op or has not met or continued to meet the qualifications and pre-conditions of 41.(2).
(4) The Board of Directors shall establish appropriate insurance for the Co-op.
Number of directors
- (1) The Co-op must have, in accordance with the Act, at least three directors and not more than seven directors.
(2) The number of directors may be changed within the limits set out in sub-rule 42.(1) by ordinary resolution of the members.
Part 8 – Election, Appointment and Removal of Directors
Election at annual general meeting
- 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 in accordance with Rule 46.
Nomination of candidates
- A member may nominate a candidate for director either before or at an annual general meeting at which a director is to be elected.
Candidates declared elected
- If the number of candidates nominated for director is equal to the number of directors to be elected, those nominated candidates are declared elected and no election is required.
Staggered terms of office of directors
- (1) In this section, “first annual general meeting” means the first general meeting of the Co-op.
(2) The term of office of a director ends at the end of the annual general meeting at which a replacement is elected.
(3) A reduction in the number of directors under Rule 42 does not affect the unexpired term of a director in office.
(4) In the election of directors held at the first annual general meeting, all directors must be elected for a term ending at the second annual general meeting.
(5) In the election of directors held at the second annual general meeting,
- if the Board has an even number of directors, half of the directors must be elected for a term ending at the second annual general meeting after the general meeting at which those directors were elected, and the remainder must be elected for a term ending at the next annual general meeting, or
- if the Board has an odd number of directors, a simple majority must be elected for a term ending at the second annual general meeting after the general meeting at which those directors were elected, and the remainder must be elected for a term ending at the next annual general meeting.
Effect of vacancy on ability of directors to act
- (1) Despite any vacancy on the board, the continuing directors
- 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
- if the number of continuing directors does not constitute a quorum of the board, may appoint directors for the purpose of increasing the number of directors to a quorum or to call a general meeting and for no other purposes.
(2) Except in the circumstances described, and to the extent authorized in sub-rule 47.(1)(b), the directors are not entitled to fill a vacancy on the board that is caused by either an increase in the number of directors under Rule 42 or a failure to elect the minimum number of directors required by these Rules.
(3) In the circumstances described in sub-rule 47.(1)b. or when there are vacancies on the board as a result of an increase in the number of directors under Rule 42 or a failure to elect the minimum number of directors required by these Rules, the board must call, as soon as practicable, a general meeting to fill the vacancy.
(4) The term of office of a director appointed under sub-rule 47.(1)a. is the unexpired portion of the term of office of the individual whose departure from the office created the vacancy.
(5) The term of office of a director appointed under sub-rule 47.(1)b. or 47.(2) is until the vacancy is filled under sub-rule 47.(3).
(6) If, as the result of a vacancy, there are no directors of the Co-op, the members may, by ordinary resolution or by an instrument in writing signed by a simple majority of members, appoint a qualified individual as director solely for the purpose of calling a special general meeting to fill the vacancies on the board.
Directors eligible for election or appointment again
- A person whose term as director is ending is eligible for re-election or reappointment.
Director ceasing to hold office
- A director ceases to hold office in accordance with the Act and these Rules.
Removal of director
- The Co-op 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 9 – Meetings of Directors
Meetings of directors
- Subject to the Act and these Rules, the directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they consider appropriate.
Time and place of meetings
- 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 Co-op or any two directors may make that determination.
Who may call meetings
- A director may, and the secretary of the Co-op on request of a director must, call a meeting of the directors at any time.
Quorum of the board
- A quorum of the board is a majority of the total number of directors authorized by the Co-op under Rule 42.
Chair
- (1) The president of the Co-op or, in the absence of the president, the vice-president, must chair all meetings of the board.
(2) If both the president and the vice-president are absent from a meeting of the board, the directors present must appoint one of their number to chair the meeting.
Voting at meetings
- Questions arising at any meeting of the directors are to be decided by a majority of votes, unless the Act or these Rules require otherwise and, in the case of an equality of votes, the chair does not have a second or casting vote.
Minutes of directors’ meetings
- The minutes of the proceedings of the directors must be kept in accordance with the Act.
Part 10 – Board Committees
Appointment of committees
- (1) The board may, by resolution, appoint one or more committees consisting of directors and/or members that the board considers appropriate to exercise the powers delegated by the board to them as authorized by the Act.
(2) Any committee so formed, in the exercise of the powers delegated to it, must
- conform to any terms of reference that may from time to time be imposed on it by the directors, and
- 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 has been done.
Variation of terms of reference
- The board may vary, add to, or limit the terms of reference of any committee.
Time and place of committee meetings
- The members of a committee may meet and adjourn as they consider appropriate.
Quorum
- Unless the board determines otherwise, each committee has the power to fix its quorum at not less than a majority of committee members.
Vacancy
- If there is a vacancy on a committee, the remaining committee members may exercise all the powers of the committee as long as a quorum of the committee remains in office.
Chair
- A committee 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 committee members present may, by resolution, choose one of their number to chair the meeting.
Voting at committee meetings
- Questions arising at any meeting of a committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair has no second or casting vote.
Minutes
- The minutes of the proceedings of a committee must be kept in accordance with the Act.
Part 11 – Officers
Appointment of president and vice-president
- The board must appoint, by resolution, a president and vice-president of the Co-op from among the directors.
Appointment of other officers
- (1) The board may appoint, by resolution, a secretary, a treasurer and other officers that the board determines necessary.
(2) The officers appointed under sub-rule 67.(1) may be, but need not be, directors.
One person may hold more than one office
- Two or more offices of the Co-op may be held by the same individual.
Powers and duties of officers
- Subject to the 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.
Part 12 – Finances
Borrowing powers
- The directors may, for the purposes of the Co-op and on behalf of the Co-op, borrow or raise money in the manner and amount based on any terms and conditions as the directors consider appropriate.
Investment powers
- Subject to any limitations adopted by the directors, and, if applicable, to Rule 72, the directors may invest the funds of the Co-op in the manner they consider appropriate.
Limitations on investing
- The directors must not invest any of the funds of the Co-op over $300 at any one time without the prior approval by special resolution of the members.
Auditor
- (1) Subject to, and in accordance with the Act, the directors must appoint the first auditor and the Co-op must appoint subsequent auditors, if any.
(2) The duties and rights of the auditor are governed by the Act.
Accounting records
- The directors must cause accounts to be kept in accordance with the Act.
Financial year
- The financial year of the Co-op ends on the date fixed by the directors.
Part 13 – Dispute Resolution
Disputes to be referred to arbitration committee of members
- A dispute that under the Act may be submitted for arbitration must be referred to an arbitration committee of three members of the Co-op in accordance with this Part.
Commencement of arbitration proceedings
- (1) An arbitration referred to in Rule 76 must be commenced in accordance with the Act.
(2) If notice is provided to a director under sub-rule 77.(1), that director must promptly provide the Co-op with a copy of the notice.
Nomination of committee members
- Within 14 days of receipt of a notice referred to in Rule 77, the president of the Co-op and the other party must each nominate one member of the Co-op as a member of the arbitration committee, and the third member must be appointed by the two nominated members.
Failure to nominate committee
- If for any reason an arbitration committee has not been appointed within six 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 78.
Consolidation of disputes
- Disputes that have arisen between the Co-op or a director and different parties may be heard in one arbitration if the disputes are similar, and all parties agree on the appointment of the arbitration committee and the steps to be taken to consolidate the disputes into the one arbitration.
Procedure
- (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 Co-op.
(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.
Examination and evidence
- (1) A party to the dispute is a compellable witness at an oral hearing.
(2) Witnesses at an oral hearing must respond fully to questions asked by members of the arbitration committee, and 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.
Decision must be in writing and signed by committee members
- (1) The arbitration committee may make whatever decision it considers just having regard to the Act, the regulation, the memorandum of the Co-op, 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 four weeks of the date of 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.
Costs of arbitration
- Parties to arbitration must bear their own costs.
Part 14 – Notices
Notice to directors, members and other persons
- Unless otherwise specified in the Act or these 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
- delivered personally
- delivered to the person’s last known address
- mailed by prepaid mail to the person’s last known address
- sent by facsimile transmission, or
- sent as e-mail or e-mail attachment to the person’s last known address.
Part 15 – Service of Documents
Service by the Co-op
- A notice or other document required by the Act to be served by the Co-op may be served by mailing it by registered mail to the last known address of the intended recipient, or personal service[SS15] .
Part 16 – Execution of Documents
Execution of documents where no seal
- Documents may be executed on behalf of the Co-op by the signatures of any two directors, an officer and a director, or one or more directors, officers or other persons as determined by resolution of the directors.
Part 17 – Records
Records of the Co-op
- Retention of, and entitlement and access to, records of the Co-op are governed by the Act.
Part 18 – Alteration of Memorandum or Rules
Alteration of memorandum or Rules
- Amendments to the memorandum and Rules of the Co-op must be in accordance with the Act and these Rules.