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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.
Back to top
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
- 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.
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- (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.
- 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 annual or special meetings of the co-operative, 50% + 1 of the
members or a minimum of fifty (50) members shall constitute a quorum.
Back to top
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.
Back to top
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.
Back to top
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.
Back to top
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
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