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By-Laws

Article 1 - Name

Article 2 - Head office

Article 3 - Purpose

Article 4 - Scope

Article 5 - Seal

Article 6 - Nature of the association

Article 7 - Language

Article 8 - Conditions of membership and member categories

Article 9 - Financial year

Article 10 - Share capital and membership fees

Article 11 - Withdrawal from membership

Article 12 - Annual general meetings or special meetings

Article 13 - Directors

Article 14 - Borrowing

Article 15 - Distribution of surplus

Article 16 - Amendments

Article 17 - Rules of Procedure

Article 18 - Credit policy

Article 19 - Approval


Article 1 - Name

The name of the association shall be “Coopérative de consommation de Dieppe Ltée”, hereinafter called “the co-operative”. Back to top

Article 2 - Head office

The head office of the co-operative shall be located at Dieppe in the Province of New Brunswick.  Back to top

Article 3 - Purpose

The purpose of the co-operative shall be to provide its members with common consumer goods. Back to top

Article 4 - Scope

Business activities of the co-operative will be carried on in Dieppe and surrounding communities.  Back to top

Article 5 - Seal

The seal of the co-operative is located to the right of this article. Back to top

Article 6 - Nature of the association

The co-operative is a corporation in which partners are, for the most part, the member-users who own shares giving them a right to actively participate in its democracy.   Back to top

Article 7 - Language

The co-operative is a Francophone association and customer service shall be provided in both official languages.  Back to top

Article 8 - Conditions of membership and member categories

Members

Any person capable of making purchases at the co-operative, who abides by the philosophy and the objectives of the co-operative, and who accepts to pay his subscription can become a member.


Associate members

The co-operative may accept a corporation or a person as an associate member. However, they must take part in developing the co-operative and support its activities while accepting to purchase qualifying shares as provided for in Article 10 of these by-laws. While each corporation or person has a vote during the co-operative’s general meeting, through the delegate present at the meeting, they may not sit on the Board of Directors.   Back to top

Article 9 - Financial Year

The financial year of the co-operative shall commence on the first day of February and shall end on the last day of January. Back to top

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 member of the co-operative shall purchase twenty (20) shares, and two (2) of them shall be payable at the time of application.

(c) Organizations or businesses wishing to become an associate 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 100.
 

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Article 11 - Withdrawal of member

If a member wishes to withdraw from the co-operative, he 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. Back to top

Article 12 - Annual general meetings or special meetings

  1. 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.



  2.  
    • (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.

    • (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.

  3. 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.

  4. (d) At annual or special meetings of the co-operative, 50% + 1 of the members or a minimum of fifty (50) members shall constitute a quorum.
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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 shops at the co-operative and who is at least 16 years of age is deemed qualified to become a director of the co-operative.

(c) Election
The general meeting shall elect the members of the Board of Directors after candidates be nominated by an elections 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, 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 three consecutive terms without a lapse of at least one year.

(e) At the meeting where the election takes place, or immediately thereafter, the board shall meet and elect amongst themselves a president and vice-president. They shall also appoint a secretary or secretary-treasurer who may or may not be a director.

(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, by appointment by the remaining directors until the next annual meeting.

(g) The Board of Directors of the co-operative shall meet at least six (6) 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.

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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 6,000,000 dollars.

(b) The co-operative may borrow money from its members for periods and at interest rates as determined by the Board of Directors.

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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, paid out in proportion to total purchases made by each member during the past year. 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.


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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 New Brunswick Back to top


Article 17 - Rules of procedure

Meetings of the co-operative will be run according to the Code Morin rules of procedure. Back to top

Article 18 – Credit policy

The co-operative does not give credit.  Back to top

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. Back to top
 

© 2007 Coopérative de consommation de Dieppe ltée

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