THE CO-OPERATIVE ASSOCIATIONS ACT
ARTICLES OF INCORPORATION AND BYLAWS
FOR A NONPROFIT CO-OPERATIVE
LIMITED BY MEMBERSHIP FEE
1. NAME: The name of the association is the Pan Cape Breton Food Hub Co-operative Ltd.
2. OBJECTIVES: The objectives for which the co-operative is established are to carry on
on a co-operative basis:
To increase production and sales of locally produced food products.
Support environmentally friendly and sustainable farming practices in our area.
Strengthen local food security and rural sustainability.
Encourage local production of a diverse range of food products.
including the acts and things set forth under Section 16 of the Co-operative Associations
PROVIDED THAT, if for any reason, the operations of the Co-operative are terminated
or wound up or are dissolved and there remains at that time, after satisfaction of all its
debts and liabilities, any property whatsoever, the same shall be given and paid to some
other nonprofit organization in Canada having objects similar to those of the
PROVIDED THAT, the Co-operative shall be carried on without purpose of gain to the
members, and that any surplus, or any accretions of the Co-operative shall be used
solely for the purpose of the Co-operative, and the promotion of its objects.
PROVIDED THAT, no part of the income of the Co-operative shall be payable to or
otherwise available for the personal benefit of any member thereof.
PROVIDED THAT, the Directors and Officers who are Directors shall serve as such
without remuneration and shall not receive directly or indirectly any profit from their
positions as such:
PROVIDED THAT, a Director or Officer who is a Director may be paid reasonable
expenses incurred by him/her in the performance of his/her duties.
3. LIABILITY: The liability of the members is limited.
4. REGISTERED OFFICE:
(a) The registered Office of the Co-operative shall be
516 Chebucto Street, Baddeck, Nova Scotia, B0E 1B0
(street/911 address and postal code)
The mailing address if different shall be
PO Box 849, Baddeck, Nova Scotia, B0E 1B0
(PO Box or other mailing address and postal code)
Telephone: (902) 577-3260 Fax: (902) Email: firstname.lastname@example.org
(b) The board may from time to time determine the place or places at which the
business of the co-operative shall be carried on.
5. THE SEAL: The seal of the Co-operative shall be such as to make a circular impression
having two circles between which are the words:
"Pan Cape Breton Food Hub Co-operative Ltd. "
and inside the inner circle the words, "Incorporated 2015 "
6. FINANCIAL YEAR: the financial year of the co-operative shall be the first day of
January to the last day of December.
7. WITHDRAWALS: Members' applications to withdraw their membership shall
be made in writing to the board and shall be subject to a policy of the board of directors.
8. MEMBERSHIP: The Board shall determine the conditions of membership including the
requirements to pay equity in the form of fees or shares. Members shall withdraw or be
excluded from membership according to Section 29 and Regulations 4 and 6 of the
Co-operative Associations Act, and also if a member acts contrary to the best interests
of the Co-operative.
Types of Membership in the Pan Cape Breton Food Hub Co-operative Ltd.:
· Producer Member – An individual or business that sells food through the co-operative.
· Consumer Member – An individual who purchases food through the co-operative.
· Restaurant Member – A restaurant who purchases food through the co-operative for use at their business.
· Retail Member – A retail establishment that purchases food through the co-operative for resale.
· Organizational Member – An individual representing supporting organizations or local government.
(a) The annual meeting of the members shall be held within four months of the yearend.
Special meetings shall be held when called by the secretary as directed by the
directors, or by a written request of the members as per Section 5(2) or Regulation
17 of the Co-operative Associations Act. All meetings shall be at such place as the
directors or the Inspector may from time to time determine.
(b) A quorum of 25 members shall constitute a quorum at any annual general meeting or special membership meeting.
(c) Notice of annual or special meetings shall be sent via email or mailed by post to members at least ten days prior to the meeting.
10. BOARD OF DIRECTORS:
(a) The board of directors shall consist of no less than five (5) directors and no more than ten (10) directors who shall be elected for a term of two (2) years and arranged so that no more than six (6) are elected each year. The maximum number of consecutive terms a director may serve is three (3).
i. The board of directors shall include a minimum of two (2) and a maximum of four (4) Consumer Members.
ii. The board of directors shall include a minimum of two (2) and a maximum of four (4) Producer Members.
iii. The board of directors shall include a minimum of one (1) and a maximum of two (2) Restaurant Members, Institutions or Retail Members.
iv. At the annual general meeting the board will have the authority to appoint up to two (2) ex-officio non-voting members to serve on the board of directors for a two (2) year term. To be voting members of the board, they must be current members of the co-operative and be elected by the members.
(b) The directors shall meet as often as the business of the Co-operative may require
but not less than once per quarter.
A quorum shall consist of 40% of directors.
(c) If a vacancy occurs in the board of directors, the directors may appoint a member to
fill that vacancy until the next annual meeting when the members shall hold an election to complete the term of vacancy.
(d) Eligibility for election to the board of directors:
1. agrees with objectives of the cooperative;
2. accepts leadership position when requested;
3. supports the Co-operative wherever possible.
4. Is a member of the organization.
5. Willing to commit to contributing to the work of the co-op monthly.
(e) Dismissal of board member:
1. If a member of the board is no longer able to perform their duties as a board member or they no longer meet the qualifications for being a director, they can be removed as described in Section 33(5) of the co-operative associations act.
11. DUTIES OF OFFICERS: The board may appoint a president, secretary and other
officers who are responsible to the board. Their duties shall be specified by the board.
12. MEMBERSHIP FEES AND MEMBER LOANS
The membership fee is fifty dollars ($50.00), this is an annual fee. The membership fee is not refundable.
(b) Member loans may be issued. Interest rates shall be determined by the board of
directors, but shall not exceed 6% per annum.
(c) A general reserve shall be created by allocating 100% of the surplus each year to this purpose.
13. BORROWING POWERS:
(a) The Co-operative is hereby authorized to borrow money from its members for specific
periods of time at specific rates of interest.
(b) The Co-operative is authorized to exercise all and every power to borrow money and to
secure payment thereof which is conferred upon it by the Nova Scotia Co-operative
Association Act, Chapter 98, Acts of 1989.
(c) The directors of the Co-operative may exercise all such powers and to all such acts and
things as may be exercised or done by the co-operative in respect of the borrowing of
money, and the provision of security for such borrowing, as has been delegated to the
directors by the co-operative.
(d) The directors of the Co-operative shall not, on behalf of the co-operative, authorize or
approve capital borrowings or the guarantee of capital borrowings in excess of a total of
Twenty-five thousand dollars ($25,000 ) in a single fiscal year without having first obtained formal approval from a meeting of the members of the Co-operative by way of a special resolution.
14. CORPORATE INDEMNIFICATION: subject to the provisions of the (N.S.) Co-operative
Associations Act, every director and senior officer or his/her heirs, executors and
administrators, and estate and effects, respectively, shall at all times be indemnified and
saved harmless out of the funds of the Co-operative, from and against:
(a) all costs, charges and expenses whatever that such director or officer sustains or incurs
in or out of any action, suit or proceeding that is brought, commended or prosecuted
against the director or officer, for or in respect of any act, deed, matter or thing
whatever, made, done or permitted by the director or officer in or about the execution of
the duties of his/her office, and
(b) all other costs, charges and expenses that the director or officer sustains or incurs in or about or in relation to the affairs thereof.