FINAL
TABLE OF CONTENTS
Article 3 - Purpose
Article 4 - Scope
Article
5 - Seal
Article 7
- Language
Article 16 - Amendments
Article 18 - Credit policy
Article 19 - Approval
The name of the
association shall be “Fundy Green Park Co-operative Ltd.”,
hereinafter called “the co-operative”. The co-operative will do business as
“Fundy Green Park”, subject to the Partnerships and Business
Names Registration Act.
.
The head office of the co-operative
shall be located at Sussex, in the Province of New Brunswick.
The purpose of the co-operative shall be to create and
operate a Green Business Park focused on businesses that specialize in projects
that have a positive environmental impact.
We will actively recruit and
provide a location for businesses that facilitate the production and delivery
of environmentally friendly energy systems, services, and education. These businesses will benefit from
synergies of having like businesses all at one location.
Article 4 - Scope
Business activities of the co-operative will be carried on in Sussex and
the surrounding communities that encompass Southern New Brunswick.
Article
5 - Seal
The seal of the co-operative is
located to the right of this article.
The co-operative is a corporation in
which partners are, for the most part, the members as Defined in Article
8, who own shares giving them a right to actively participate in its
democracy.
The co-operative is an Anglophone association.
Article 8
- Conditions
of membership and member categories
Members
Any person who abides by the philosophy and the objectives of the
co-operative, and who accepts to pay their subscription can become a member.
All Tenants of the Park are
encouraged to become members.
Individual members shall each have
one vote regardless of how many shares are owned.
Each corporation member, shall have
one vote through a delegate present at the meeting regardless of how many
shares are owned.
Article 9 - Financial
Year
The financial
year of the co-operative shall commence on the first day of January and shall
end on the last day of December.
Article 10 - Share
capital and membership fees
The par value of one share of the co-operative is 25 dollars.
(a)
Application for membership in the co-operative shall be made in
writing to the Board of Directors. No application for membership shall be
accepted and no allotment, assignment or transfer of a share shall be valid
unless and until approved by the Board of Directors.
(b)
Any person wishing to become a voting member of the co-operative shall purchase
four (4) shares, and one (1) of them shall be payable at the time of
application and the remainder shall be paid in three monthly instalments
(c)
Organizations or businesses wishing to become a
voting member of the co-operative shall
purchase four (4) shares payable at the time of application.
(d)
The maximum number of shares that any member may hold
is 1,000.
Article 11 - Membership
withdrawal
If a member wishes to withdraw
from the co-operative, they must give notice in writing addressed to the
secretary of the Board of Directors. The Board of Directors shall deal with
such withdrawal application and if approved, shall pay out shares and any other
amounts held to the credit of the withdrawing member subject to section 27 of
the Co-operative Associations Act of New Brunswick.
Article 12 - Annual
general meetings or special meetings
(a) The annual general meeting of the
co-operative shall be held not later than four months after the end of each
financial year. It will be held at the place and time determined by the Board
of Directors and specified in the notice of meeting.
(b)
(i)
Notice of every annual or special meeting shall be
given to members no less than 10 calendar days prior and shall be posted prominently in the
co-operative's place of business, or sent to every member at the address as
registered in the books of the co-operative, or by electronic correspondence.
(ii)
The notice shall specify the place, date and hour of
the meeting and, if a special meeting, shall state the purpose of calling the
meeting, and the business to come before it, and no business other than that
specified in the notice shall be transacted.
(iii)
All members having paid the required initial payment
on shares will have one vote at an Annual General Meeting. There shall be no ‘Proxy’
Voting.
(c)
Special general membership meetings may be called at
any time by the board of directors and such meetings shall be called whenever a
petition therefore is signed by at least fifty (50) members or ten per cent
(10%) of the members of the association, whichever is lesser, and presented to
the board of directors.
(d)
At special meetings of the co-operative, 10% of the
members or a minimum of fifty
(50) members shall constitute a quorum.
(e)
At annual general meetings of the co-operative those
present can decide on the Affairs of the co-operative.
(f)
There shall be an interim Board of Directors who
manage the initial affairs of the co-operative until the first general
meeting. The first general meeting
must be held within 4 months of the date of incorporation.
Article 13 - Directors
(a)
The Board of Directors of the co-operative shall
consist of nine (9) directors elected at the general meeting.
(b)
Any active member of the co-operative who has reached
the age of majority is deemed qualified to become a director of the
co-operative. An active member is a member who attends meetings and takes an
active role in the year to year proceedings.
(c)
Election
The
annual general meeting shall elect the members of the Board of Directors after
candidates have been nominated by an election committee and/or the meeting.
(d)
At the first general meeting of the co-operative,
three (3) directors shall be elected to serve until the first annual meeting,
and three (3) directors shall be elected to serve until the second annual
meeting, and three (3) directors shall be elected to serve until the third
annual meeting. Thereafter, all elections shall be for a three (3) year term.
Directors may be re-elected but shall not serve more than two consecutive
terms, six (6) years, without a lapse of at least one year.
(e)
At the meeting where the election takes place, or immediately
following, the board shall meet and elect amongst themselves a Chair and
Vice-Chair, Secretary and Treasurer and such standing committees as they deem
required.
(f)
If a vacancy occurs in the Board of Directors of the
co-operative by reason of death or resignation or other cause, or if a new
director fails to qualify himself for the office of director pursuant to
subsection 31(5) of the Act, the vacancy so created shall be filled, within 3
months of its vacancy, by appointment by the remaining directors until the next
annual meeting.
(g)
The Board of Directors of the co-operative shall meet
at least four (4) times during the year at such time and place as the board may
determine. A quorum shall consist of a majority of the directors.
(h)
The books containing the minutes of directors'
meetings shall be kept in the custody of the secretary of the co-operative.
(i)
The Chair, Vice-Chair,
Secretary and Treasurer all have signing authority, any two of which may sign
documents on behalf of the co-operative.
The Board may delegate signing authority to an employee, but in every
case at least one member of the Board must sign every cheque.
Article 14 - Borrowing
(a) Subject
to subsection 15 c) of the Act, the co-operative may purchase on credit, pledge
its credit for money borrowed to pay for materials purchased or incur other
liability on the credit and security of the association upon such terms and
conditions as the Board of Directors may from time to time determine; but at no
time shall the liability incurred under this by-law exceed the sum of 20,000,000
dollars.
(b)
The co-operative may borrow money from its members
for periods and at interest rates as determined by the Board of Directors. This may take the form of Bonds,
Debentures or other financial tools as the Board of Directors sees fit, subject
to applicable laws.
Article 15 - Distribution
of surplus
(a)
The co-operative will allocate to the reserve account
the amounts prescribed by section 23 of the Regulation respecting the
application of the Co-operative Associations Act of New Brunswick.
Reserve funds of the association shall consist of the accumulation of amounts
as may be determined by the general membership in these by-laws.
(b)
While respecting the requirements and needs regarding
the general reserve, surplus earnings may be distributed to the members as
dividends, subject to subsection 27(k) of the Regulation respecting the
application of the Co-operative Associations Act of New Brunswick and
paid out as the Board of Directors sees fit. Dividends paid out to members
shall be credited to their share capital or loan capital account and, if
applicable, will be used to pay their qualifying shares.
(c)
An amount for interest, if
any, shall be paid on paid-up share capital at a rate to be determined from year
to year by general membership, but in no case to exceed nine percent (9%) per
year. Loan capital is subject to
such terms and rate of interest as the directors may determine but the rate of
interest cannot exceed nine percent (9%) per year.
Article 16 - Amendments
These by-laws or
any of them may be repealed or replaced as provided for by section 45 of the
Regulation respecting the application of the Co-operative Associations Act
of
Article 17 - Rules of procedure
Meetings of the co-operative
will be run according to normally accepted parliamentary procedure.
Article 18
– Credit policy
The co-operative does not give credit.
Article 19
- Approval
Pursuant to the authority
granted to me by subsection 11(1) of the Co-operative
Associations Act, I
hereby approve these by-laws.
___________________________________
Inspector of
Co-operative Associations
___________________________________
Date