constitution & bylaws 2

8/11/2019 Constitution & Bylaws 2

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CONSTITUTION AND BY-LAWS

OF

NORTHERN N.Y. POULTRY FANCIERS

A NON-PROFIT ORGANIZATION

FOUNDED IN 1993ADOPTED - March 2,1996

CONSTITUTION

1. The organization shall be known as the Northern N.Y. Poultry Fanciers.

2. The goal of the organization is to:A. Create a cooperative feeling among the different breeders and to get better

acquainted.B. Sponsor special meets and functions to build a greater poultry' interest.C. Assemble and distribute information on breeding and economic value of poultry.D. Promote youth activities.

3. Poultry shall be defined as: Any breed, standard or bantam as defined by the A.P.A. & A.B.A. Standard. Plus pheasants, peafowl, guinea fowl, pigeons, doves andquail.

4. In the event the NNYPF should ever disband, all assets are to be sold at public

auction & proceeds and monies divided equally between Cornell Co-OperativeExtension of St. Lawrence County & St. Lawrence County Hospice, except all poultrybooks and films & other reading material which shall be donated to the HepburnLibrary in Madrid, NY.

MEMBERSHIP AND DUES(AMENDED JULY 2000)

Membership

1. Any person interested in poultry or any organization promoting theinterest of poultry may be a member.

Dues

1. Dues shall be $6.00 per year, per person, except junior members.2. Junior membership - age 15 and below shall be $3.00 per person.3. Family membership shall be $8.00 per family.


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4. Clubs or organizations shall be $10.00.5. Junior members cannot vote on any issue.6. Family membership shall consist of husband & wife or significant other

and children under 18 years of age.7. Clubs or organizations shall be entitled to one vote and one newsletter.

MEETINGS(AMENDED FEBRUARY 2000)

1. Our meetings shall be monthly unless a special meeting is called by thePresident or Vice-President

2. Meetings shall be the first Saturday of the month unless said day falls ona Holiday or Holiday weekend. It will then be held the followingSaturday

3. At special meetings only that business for which the special meeting was

called shall be discusses.4. Seven members and one officer shall constitute a quorum for all general

monthly meetings.5. All monthly meetings to be held at the Hepburn Library, Madrid, NY.

NEWSLETTER

1. The quarterly newsletter shall be the official publication of the club.2. Each paid membership is entitled to one newsletter.

OFFICERS(AMENDED NOVEMBER 2000)

1. The officers of this organization shall consist of President, Vice-President, Secretary, and Treasurer. They shall be deemed the ExecutIveCommittee.

2. Officers shall be elected by a secret ballot and only members in goodstanding shall be allowed to vote.

3. The term for each elected office shall be for two years. Election ofofficers shall be at our December monthly meeting. Year 2000

December meeting four officers shall be elected. After this yearDecember meeting of ODD years shall elect President and VicePresident. EVEN years shall elect Secretary and Treasurer.

DUTIES OF OFFICERS


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1. It shall be the duty of the President to preside over all meetings of theorganization.

2. It shall be the duty of the President to call special meetings & ExecutiveCommittee sessions.

3. The President may vote at the election of new officers. He may not vote

at any other time, except in case of a tie, unless he relinquishes the chairto the next ranking officer.

4. The President shall have authority to appoint committees as the needarises.

VICE PRESIDENT

1. It shall be the duty of the Vice-President to perform all the duties of thePresident in his absence.

TREASURER

1. It shall be the duty of the treasurer to keep a record of all monies of theorganization

2. To make a report at each regular meeting. Report to include all moniesreceived, money spent, money on hand, and any other information hemay deem necessary.

3. He shall pay all bills of the organization.4. All checks are to be signed by two people - the president and the

treasurer.

5. He shall deposit all money within 30 days after receipt of such moneyinto a non interest-bearing account in a designated banking institution.

6. All bills are to be paid by check. All cancelled checks & records shall beretained by the Treasurer.

7. He shall give an annual report on election night of all money paid out bythe organization as well as any other information requested by auditcommittee.

8. The treasurer may pay bills of the organization without a vote of themembers, except as noted in spending #1.

SECRETARY

1. It shall be the duty of the Secretary to keep a record of all meetings bothregular and special.

2. It is also the duty of the Secretary to call the roll of all active members ateach meeting, both regular and special.


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3. He shall collect all dues and donations and turn such money over to theTreasurer.

4. It shall be the Secretary's duty to notify all active members at least 48hours prior to a special meeting.

5. It shall be his duty to make an annual report of any information he may

deem necessary.

EXECUTIVE COMMITTEE

1. Duties - act in an advisory capacity to the general membership on clubmatters.

EXPELLING MEMBERS

1. Any member of this organization may be expelled by a two-thirds

affirmative vote of the members present at any regular meeting.2. Expulsion may result from any of the following reasons:

A. Failure to pay his or her dues after a reasonable time has elapsed. A30 day grace period will be given for any member to pay his or her dues.

B. Any member may be expelled for cause (such cause to be determinedby the members.)

C. Any officer of this organization may be removed from office by atwo-thirds affirmative vote of members present at any regular meeting.

SPENDING

1. All major spending action exceeding $100.00 must have a two-thirdsaffirmative vote of the members present at a regular meeting.

RECINDING A MOTION PASSED

1. This procedure shall require two-thirds affirmative vote of the memberspresent.

AMENDING THE CONSTITUTION AND BY-LAWS

1. The Constitution and/or By-Laws may be amended at any regularmeeting by a two-thirds affirmative vote of the members present.

ORDER OF BUSINESS

1. Meeting called to order


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2. Secretary takes rollcall of active members3. Reading of previous minutes4. Treasurer's report5. Collection of dues6. Correspondence

7. Report on Committees8. Old Business9.New Business10.Election of Officers11.Reading and approval of minutes12.Adjournment

RULES OF ORDER

1. Only one member shall be entitled to the floor at one time.

2. Every member desiring the privilege of the floor Shall be givenpermission from the president.

3.No member shall speak until recognized by the president.4. Before any discussion can take place there must first be a motion and

have it seconded.5. Any member may call for a vote on the motion. If two-thirds of the

active members present so desire to vote, it must be taken at that time.6. All questions not covered by these By-Laws shall be decided by a

majority vote of the members present.7. If a motion is seconded, it must be voted on before another subject can

be discussed.8. Any member may call for and have taken a secret ballot on any motion.


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Constitution and BylawsLunik Co-operative Constitution

This is the constitution of the membership and governance of Lunik Co-operative.

Article 1

1.1 The name of this organization shall be Lunik Co-operative Inc.

1.2 This name and Lunik Co-op and Lunik are the only titles that can be used to promote and represent this

organization.

1.3 The official e-mail address for this organization is:[email protected]

1.4 The official website for this organization is:http://lunikcoop.com

1.5. official address of Lunik Co-operative Inc. is:

Glendon Campus

York University

2275 Bayview Avenue

Toronto, Ontario

M4N 3M6

Canada

Article 2. Logo

2.1 The logo appearing above is that of Lunik Co-operative.

2.2 This logo shall be used for all communications from Lunik Co-op.
mailto:[email protected]:[email protected]:[email protected]://lunikcoop.com/http://lunikcoop.com/http://lunikcoop.com/http://lunikcoop.com/mailto:[email protected]


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2.3 It is the only logo that may be used for the purposes of representation of Lunik Co-op.

In keeping with Presidential Regulation Number 4, which underlines the basic

standards of democracy, order, responsibility and financial accountability

that all student governments and student organizations must adhere to, thefollowing constitutional guidelines have been developed:

Article 3. Interpretation:

Any member and participator of the Lunik space shall have rights of interpretation of the constitution. The

constitution is a continuously evolving document based on the needs and circumstances of the Lunik space

production. Concerns regarding the constitution of Lunik Co-operative shall be voiced to the chair before the

membership of general meetings.

Article 4. Objectives:The prime objective of Lunik Co-operative is to give the students of Glendon College a student governed, co-

operative cafe in the basement of Glendon Hall room C0013 The co-operative business model is that of a

consumer co-operative. The objective is two-fold:

i) to provide a communal space for the benefit of the student body at Glendon College guided by principles of

sustainability and safe space policy (Safe Space Policy as outlined in Policies OR Appendix).

ii) to uphold the principles of sustainability broken down into three forms:

a) equity/social sustainability,

b) economic/financial sustainability, and;

c) environmental/resource sustainability.

iii) It is also to uphold the University policies, federal and provincial laws, Lunik Co-ops policies, as well as

the Ontario Human Rights Code.http://www.e-

laws.gov.on.ca/html/statutes/english/elaws_statutes_90h19_e.htm

Mission Statement:

The Lunik Co-operative strives to increase food options for the Glendon College community by providing

environmentally, socially, and economically sustainable alternatives. Lunik is an equitable and inclusive

common space that is democratically governed by its members [in accordance with its Safe Space Policy.]

Article 5. Powers

The various councils of Lunik Co-operative will hold powers over their respective posts and will be subject to

scrutiny and oversight by the general membership of the Lunik Co-operative.The aim of Lunik Co-operative is

to diffuse power horizontally to uphold the highest standard of democratic governance. Voting powers are

accorded to all members who participate either electronically or at general meetings. Decisions will passed on

a minimum of 50% + 1 consensus.
http://www.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_90h19_e.htmhttp://www.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_90h19_e.htmhttp://www.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_90h19_e.htmhttp://www.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_90h19_e.htmhttp://www.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_90h19_e.htmhttp://www.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_90h19_e.htm


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Article 6. Membership-Constituency: The constituency of Lunik Co-operative is defined by any person who

may inhabit the space and seek membership, without discrimination of any kind. Membership is granted to any

student who is enrolled in Glendon College and has signed up as well as any member of the public who pays

the membership fee of $10 (?).

Article 7. Membership-Council/Executive: The Executive position(s) of Lunik Co-operative work to ensure the

ongoing success of the objectives of the co-operative and its membership. The Executive positions are the

following: Two Co-Ordinators , two Organizers of finances, chair(s) of Environmental/Facilities Council,

chair(s) of Volunteer Management, and chair(s) of Social Space. The duties of the Organizers are to facilitate

the ongoing management and activities of Lunik Co-op, to act as liaisons with the greater community and

points of contact. All Organizers and members have equal voting power and decision making authority.

There are 4 Councils: (1) Volunteer Management Council (2) Financial Sustainability Management Council

(3) Environmental/Facilities Council and (4) The Social Space Council. Any member of the Lunik Co-operative general membership may participate in any of the Councils directly. The terms of office are at the

discretion of every member by means of direct participation in electronic communication and at general

meetings. Each council shall have at minimum one (1) member with no maximum limit and vacancies must be

filled immediately by means of recruitment from the general membership by the Executives. Vacancies in the

Executive position(s) must be filled by the Social Sustainability Management council by means of recruitment

to the general membership. Any and all members of Lunik Co-operative shall be responsible for the ongoing

governance of the space.

The duties for each council are as follows:

Volunteer Management Council

This council is responsible for managing, recruiting and training volunteers, including managing the volunteer

model and managing the volunteer compensation system.

Financial Sustainability Management Council

This council responsible for openly managing Lunik Co-ops finances including budgeting, the audit, receipts,

and daily inventory and cash flow.This council is responsible for conducting their business in a transparent,

open and honest manner.

Environmental/Facilities Council

The council is responsible for maintaining the physical space of the cafe and the garden and managing art

within the space.


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The Social Space Council

This council is responsible for events booking, group bookings, outreach and promotion, membership and

upholding the Safe Space Policy in all activities in Lunik Co-op. .

The duties of the Two Co-Ordinators are as follows:The two Two Co-Ordinators overseeing of daily operations, ordering food, act as facilitators between the

various councils, ensure meetings and elections take place in accordance with this constitution, act as

mediators for any conflicts unless the conflict involves one of the Two Co-Ordinators , ensuring that all

activities between the councils and within Lunik Co-op are in accordance with the constitution and mission of

Lunik, plan the Annual General Meeting, ensure bi-weekly meetings and act as liaisons with greater

community.

Article 8. Duties of Members: General Members of Lunik Co-operative may participate as actively or

passively as they desire. The Councils are to be as inclusive as possible and welcome any number of theGeneral Membership to participate in the governance of Lunik Co-operative Councils. Council members will

be listed in an open document in the space and online.

By virtue of the nature of the tripartite constitution of sustainability as outlined in the main objective of

Lunik Co-operative, all Councils shall consult with each other on overlapping concerns. Each Council shall

openly advertise for inclusive membership and keep a list of each years membership to use for meeting

notifications.

Each Council shall elect a General Facilitator by means of a 50%+1 vote by virtue of a 75% quorum of eachCouncil. The role of the Facilitator is to take and manage concerns from the General Membership, play the role

of Speaker or elect a Speaker at General and Council Meetings, elect a Secretary at all meetings for taking

minutes to display in the open documents and online.

All councils and Two Co-Ordinators must convene for a monthly meeting in which decisions must be passed

with a 50%+ 1 consensus with a 7 member quorum in which there must be a representative from each council.

Article 9. Conflict of Interest.

9.1 All members shall avoid conflict of interest situations (e.g., monetary, material or moral benefit or

advantage, preferential treatment, etc.) in activities relating to the club.

9.2 A member shall not profit from or use to the profit of a third party information obtained in the performance

of his/her duties.


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9.3 A member shall not accept any gifts, hospitality or other benefits, unless they are customary and of modest

value.

9.4 A member shall not, directly or indirectly, bestow, solicit or accept a favour or benefit for him/herself or a

third party in exchange for a declaration of position, an intervention or favour of any kind.

9.5 All members shall abstain from using the authority of their position for their personal interest or that of a

third party.

9.6 All members shall abstain from using, or allowing the use of, delegation resources, goods and services for

purposes other than those of achieving the clubs goal.

9.7 Any member who ceases to exercise his/her duties within the club shall behave in such a manner as not to

obtain undue benefit from his/her previous duties or to adversely impact the clubs interests.

9.8 Any member who ceases to exercise his/her duties shall not disclose confidential or privileged information

that he or she obtained in the performance of his/her duties within the club.

Article 10 Election Procedures: An Annual General Meeting (AGM) is to be held to elect members for the

Lunik Board of Directors.

10.1 Elections shall be held at least every 12 months

10.2 Each director shall be elected to hold office for one year after after he or she shall have been elected, or

until his or her successor shall have been duly elected. No director may hold office for more than a total of 2

years, unless an extension is given at the Boards discretion uponconsensus.

10.3 Prior to the date for nominations, the Director shall appoint a chief returning officer for the election. The

chief returning officer shall be responsible for the supervising and organizing of election in accordance with

Lunik Co-operative constitution and by-laws.

10.4 Nominations for the executive positions shall be on a form approved by the executive members and shall

include the signatures 15 (fifteen) members of Lunik Co-operative, and shall include the signature of the

person so nominated.


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10.5 Nominations may be made by delivering the nominations form as completed to the office of Lunik Co-

operative or to such other place as the chief returning officer shall designate, and a receipt shall be given for

each nomination so nominated.

10.6 Nominations shall be accepted from 9:00am of the day three weeks prior to the date of the election until5:00pm of the day two weeks before the date of the election. Upon a special resolution of the Lunik board of

directors and the consent of the chief returning officer, the nomination period may be extended for one week.

10.7 Notification of the elections of the executive members must be advertised through notices posted around

campus, and an ad must be taken out in regularly published student newspaper on Glendon College, as

determined by the chief returning officer. In addition, elections must be advertised through any electronic

means generally used by the membership.

10.8 Candidates for the executive members are entitled to have a scrutineer representing them present duringthe voting hours and during the counting of ballots.

10.9 The chief returning officer shall establish a polling station or stations for the date of the Annual General

Meeting, at the location that the AGM is being held.

10.10 The polling station(s) shall be open for one hour during the Annual General Meeting and for one hour

after its conclusion.

10.11 Each member of Lunik Co-operative shall have single vote.

10.12 Each member of Lunik Co-operative shall be entitled to vote for as many directors as are to be elected.

10.13 Directors shall be elected for one year term.

10.14 Members of the executive council shall be reserved for students of Glendon College. All candidates be

ranked in order of votes cast in their favour. The top five student members shall be elected first to the board,

with other positions being filled by the remaining candidates in order of votes of cast.

10.15 The chief returning officer shall post the results of the election in prominent places within 24 hours after

the closing of the polls and send a press release to Glendon College media.

10.16 Voting shall be through an online system.


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Article 11.Procedure of Council: Each year there is an Annual General Meeting at which Executive positions

are elected, the constitution, budget and by-laws are approved. See section 8 above and Lunik Co-operative by-

laws section 1.2.

11.1 The two Two Co-Ordinators are jointly responsible for ensuring that weekly operating meetings are heldwith Lunik Co-operative members and volunteers.

11.2 At each weekly operating meeting, there shall be a minutes-keeper who is appointed the chair of the next

operating meeting. At the end of each meeting, it is ideal that the next meeting is scheduled and each meeting

should be scheduled for maximum participation.

11.2.1 The chair of the meeting is responsible for:

11.2.11 Giving a 4 day notice for each meeting.

11.2.12 Establishing the agenda with other members prior to each meeting. A tentative agenda must be sent out

to members 5 days before the meeting and the chair is responsible for building the agenda with the input of

members.

11.2.13 Facilitating each meeting and discussion with the aim to comfortable meeting space where each in

attendance is able to express themselves and provide input openly, without intimidation or interruption.

Article 12. Financial Responsibility: Lunik Co-operative shall keep full and accurate accounts of all receipts

and disbursements of the Co-operative in proper books of account and shall deposit all moneys or other

valuable effects in the name and to the credit of the Co-operative in such bank or banks as may from time to

time be designated by the board of directors. Lunik Co-operative shall disburse the funds of the Co-operative

under the direction of the board of directors, taking proper vouchers therefor and shall render to the board of

directors at the regular meetings thereof or whenever required, an account of all transactions and of the

financial position of the Co-operative, and perform such other duties as may from time to time be determined

by the board of directors.

Article 13. Allegations and wrongdoing: In the event that there is an allegation made against a member, or

board member, or elected executive member for wrong-doing (including having a conflict of interest, any form

of harassment, or intimidation), a special assembly must convene to discuss and implement a procedure to

resolve the issue and take disciplinary action:

13.1 The special assembly must be organized by the X and X, where the Custodian of the Constitution is

present.


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Article 14. Amendment Procedure. Any amendment to the charter shall be presented for discussion to Lunik

Co-op according to the following steps:

a Discuss the amendments you wish to make amongst Two Co-Ordinators and propose your amendments at

least two consecutive weekly operations meetings for discussion. Please note that all proposed amendmentsshould, in principle, be minor;

b. Discuss the amendments with the student group, who reserve the right to approve them or not;

c. Once the amendment process has been completed and the student group has adopted the final version of the

constitution, the members of Lunik Co-operative will convene a special assembly to vote on the adoption of

the new constitution. To be adopted, the amended constitution proposal must obtain a two-thirds majority of

members present at the special general assembly/or consensus

i. Once the new charter has been adopted, the members will jointly agree on a time to officially present it to the

appropriate authorities at your university.

ii.Should the new charter not be adopted in general assembly, the older version of the charter will remain the

official charter of the delegation.

Article 15. Custodian of the Constitution:For purposes of continuity between elected officials and for ensuring

timely review and reporting regarding the Constitution, we designate Aaron Doupe as the Custodian of the

Constitution.

Article 16. Advisory/Management Boards: Lunik Co-operatives student group comprised of the councils and

Two Co-Ordinators is advised and managed at arms length by the Lunik Co-operative Board of

Incorporators/Directors. The Lunik Board of Directors is comprised of a mixed group of students, faculty and

alumni. It lends it expertise and oversees the operations of Lunik Co-operatives student group to ensure its

ongoing operations and continuing success. The authority to make decisions specific to Luniks operations

remains in the democratic decision making process within the student group.

By laws

By-laws govern the internal operations of a co-operative and all incorporated co-operatives in Ontario,

including Lunik, are required to have them [and they must be in accordance with the Co-operative Act].

The following are proposed By-Laws for Lunik [and let us know if you have any questions, concerns or

suggestions!]:


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BY-LAW NUMBER 1

a by-law relating generally to the transaction of the affairs of

LUNIK CO-OPERATIVE

BE IT ENACTED as a by-law of Lunik Co-operative (the Co-operative) as follows:

1. MEMBERS

1.1 Membership: The membership shall consist of the applicants for the incorporation of the

Co-operative and such other individuals and such corporations, partnerships and other legal entities as are

admitted as members by the board of directors who have paid a $10 membership fee, refundable upon

resignation.

Members may resign from the Co-operative in writing which shall be effective upon acceptance thereof by the

board of directors. Any member may be required to resign by a vote of two-thirds of members at an annual

general meeting of the members. In case of resignation, a member shall remain liable for payment of anyassessment or other sum levied or which became payable by her/him to the Co-operative prior to acceptance of

his/her resignation. The Co-operative will return membership fees to the member upon acceptance of a written

request for resignation (which includes a current mailing address). In the absence of a current mailing address

or after inactivity of more than two years, the Co-operative shall retain the membership fees.

Each member in good standing shall be entitled to one vote on each question arising at any special or general

meeting of the members. Corporations, partnerships and other legal entities may vote through a duly

authorized proxy.

Each member shall promptly be informed by the Secretary of her/his admission as a member and will be

assigned a member number.

1.2 Annual and Other Meeting of Members: The annual or any other general meeting of the members shall be

held at the head office of the Co-operative or elsewhere in Ontario as the board of directors may determine and

on such day as the said directors shall appoint.

At every annual meeting, in addition to any business that may be transacted, the report of the directors, the

financial statements and the report of the auditors shall be presented, a board of directors elected and auditors

appointed for the ensuing year and the remuneration of the auditors shall be fixed. The members may consider

and transact any business either special or general without any notice thereof at any meeting of the members.

The board of directors or the President shall have power to call at any time a general meeting of the members

of the Co-operative. Public notice and advertisement of members meetings, annual or general, shall be

required and notice given by sending the notice by prepaid mail or email 10 days before the time fixed for the

holding of such meeting. Members may call a general meeting of the Co-operative by gathering signatures of

50 members or 5% of the membership. Such meeting shall be called by the Secretary no later than two-weeks

after her/his reception of the required and audited signatures of the required number of members.


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1.3 Error of Omission in Notice: No error or omission in giving notice of any annual or general meeting or

any adjourned meeting, whether annual or general, of the members of the Co-operative shall invalidate such

meeting or make void any proceedings taken thereat and any member may at any time waive notice of any

such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose

of sending notice to any member, director or officer for any meetings or otherwise, the address of any member,director or officer shall be her/his last address recorded on the books of the Co-operative.

1.4 Adjournments: Any meetings of the members may be adjourned and reconvened at any time and such

business may be transacted at such reconvened meeting as might have been transacted at the original meeting

from which such adjournment took place. Notice pursuant to this By-Law shall be required of any such

reconvened meeting.

1.5 Quorum of Members: A quorum for the transaction of business at any meeting of members shall consist of

the lesser of

a. 5% of members or

b. 20 members

1.6 Voting of Members: Each member of the Co-operative shall at all meetings of members be entitled to one

vote.

At all meetings of members every question shall be decided by a majority of the votes of the members, unless

otherwise required by the by-laws of the Co-operative or by law. Every question shall be decided in the first

instance by a show of hands unless a poll is demanded by any member.Upon a show of hands, every member having voting rights shall have one vote and unless a poll be demanded,

a declaration by the Chairperson that a resolution has been carried or not carried and an entry to that effect in

the minutes of the Co-operative shall be admissible in evidence as prima facie proof of the fact without proof

of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a

poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by a

majority of votes given by the members, and such poll shall be taken in such manner as the Chairperson shall

direct and the result of such poll shall be deemed the decision of the Co-operative in the general meeting upon

the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or

at a poll, the question is lost.

1.7 The rules of order of the cooperative at the board and general meetings shall follow a set of established

rules of order to be proposed by the chair and passed by a majority vote at the beginning of each meeting, for

example, Roberts Rules or Marthas Rules. All members of the board shall familiarize themselves with these

rules, and a short information sheet of the rules shall be made available by the president to the members at the

meeting upon request.


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2. DIRECTORS

2.1 Board of Directors: The affairs of the Co-operative shall be managed by a board of 7 to 15 directors, each

of whom at the time of her/his election or within ten days thereafter and throughout her/his term of office shall

be a member of the Co-operative.Each director shall be elected to hold office for a two year term, although only of the directors shall be up

for election in any year.

At the first annual meeting the incorporators shall identify to the membership the board members who are

serving staged terms to facilitate this order. After election board members shall be considered to have been

elected or until her/his successor shall have been duly elected and qualified.

One half of the board shall be retired at each annual meeting, but shall be eligible for re-election if otherwise

qualified. The election may be by a show of hands unless a ballot be demanded by any member. The members

of the Co-operative may, by resolution passed by at least two-thirds of the votes cast at a general meeting of

which notice specifying the intention to pass such a resolution has been given, remove any director before the

expiration of her/his term of office, and may, by a majority of the votes cast at that meeting, elect any person in

her/his stead for the remainder of her/his term.

2.2 Vacancies: Vacancies on the board of directors, however caused, may, so long as a quorum of directors

remain in office, be filled by the directors from among the qualified member of the Co-operative if they shall

see fit to do so for a length of term remaining on the vacant position. Otherwise, such vacancy shall be filled at

the next annual meeting of the members at which the directors for the ensuing year are elected, but if there is

not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the

vacancy.

Regardless of the above, as part of its mandate to facilitate consistent oversight of student businesses and

facilitate student education and experience, the Co-operative shall always preserve the narrowest majority of

active seats on the board (4 out of 7, 5 out of 8, 5 out of 9, 6 out of 10, etc.) for student to non-student

members and the largest minority (3 out of 7, 3 out of 8, 4 out of 9, 4 out of 10, etc.) for non-student members

who have a position (contract or permanent) at the University(s) and for alumni. A maximum of two alumni

may be permitted to sit on the board. Students who are no longer registered as a student of Glendon College

may not serve the rest of their terms as students but are entitled to run as alumni. If these positions are not

filled at a general membership meeting, the President shall be authorized to find as soon as possible a suitable

person to fill the position, conditional first upon the vote of the board and then upon the vote of members at the

next general membership meeting.

2.3 Quorum and Meetings: A majority of directors shall form a quorum for the transaction of business. Except

as otherwise required by law, the board of directors may hold its meetings at such place or places as it may

from time to time determine. No formal notice of any such meeting shall be necessary if all the directors are

present, or if those absent have signified their consent to the meeting being held in their absence.


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Directors meetings may be formally called by the President or by the Secretary on direction of the President,

or by the Secretary on direction in the writing of two directors. Notice of such meeting shall be delivered,

telephoned or emailed to each director not less than one day before the meeting is to take place or shall be

mailed to each director not less than two days before the meeting is to take place. The statutory declaration of

the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusiveevidence of the giving of such notice. The board may appoint a day or days in any month or months for regular

meetings at an hour to be named and of such regular meetings at an hour to be named and of such regular

meeting no notice need be sent. A directors meeting may also be held, without notice, immediately following

the annual general meeting of the Co-operative. The directors may consider or transact any business either

special or general at any meeting of the board.

2.4 Errors of Notice: No error or omission in giving such notice for a directors meeting shall invalidate such

meeting or any proceedings taken at such meeting and any director may at any time waive notice of any such

meeting and may ratify and approve of any or all proceedings taken of had thereat.

2.5 Voting: Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an

equality of votes the question is lost. All votes at any such meeting shall be taken by ballot if so demanded by

any director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent.

A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes

shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of

the votes recorded in favour of or against such resolution. In the absence of the President, her/his duties may be

performed by such other director as the board may from time to time appoint for the purpose.

2.6 Powers: The board of directors shall manage or supervise the management of the affairs and business of

the Co-operative.

2.7 Remuneration of Directors: The directors, and those directors who also serve as officers, shall serve as

directors and officers without remuneration and no director shall directly or indirectly receive any profit or

remuneration from his or her position as director or in any other capacity, provided that a director, including a

director who is also an officer, may be paid reasonable expenses incurred by them in the performance of his or

her duties.

2.8 Books and Records: The directors shall see that all necessary books and records of the Co-operative

required by the by-laws of the Co-operative or by any applicable statute or law are regularly and properly kept.

3. OFFICERS


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3.1 Officers of the Co-operative: There shall be a President, a Vice-President, a Secretary and a Treasurer and

such other officers as the board of directors may determine by resolution from time to time. The President shall

be elected by the board of directors from among their number at the first meeting of the board after the annual

election of such board of directors, provided that in default of such election the then incumbents, being

members of the board, shall hold office until their successors are elected. The other officers of the Co-operative may, but need not, be members of the board and in the absence of written agreement to the contrary,

the employment of all officers shall be settled from time to time by the board.

3.2 Duties of the President: The President shall, when present, preside at all meetings of the members of the

Co-operative and of the board of directors. The President with the Secretary or other officer appointed by the

board for the purpose shall sign all the by-laws and membership certificates.

In the absence, disability or refusal to act of the President, the Vice-President shall be vested with all the

powers and shall perform all the duties of the President.

In the absence, disability or refusal of the President and the Vice-President, the duties and powers of the

President may be exercised by such other director as the board may from time to time appoint for the purpose.

3.3 Duties of the Vice-President: In the absence or disability or refusal to act of the President, the Vice-

President shall be vested with all the powers and shall perform all the duties of the President.

3.4 Duties of the Secretary and Treasurer: The Secretary shall be ex officio clerk of the board of directors.

He/she shall attend all meetings of the board of directors and record all facts and minutes of all proceedings in

the books kept for that purpose. He/she shall give all notices required to be given to members and to directors

and shall be the custodian of the seal of the Co-operative and of all books, papers, records, correspondence,

contracts and other documents belonging to the Co-operative which she/he shall deliver up only when

authorized by a resolution of the board of directors to do so and to such person or persons as may be named in

the resolution. She/he shall also be responsible for regular communication with members, unless a

Communications Officer is elected by the board.

The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Co-operative in the

proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of

the Co-operative in such bank or banks as may from time to time be designated by the board of directors.

She/he shall disburse the funds of the vouchers thereof or whenever required of her/him, an account of all

her/his transactions as Treasurer, and of the financial position of the Co-operative, and she/he will perform

such other duties as may from time to time be determined by the Board of Directors.

3.5 Committees: The board shall form committees from time to time to facilitate its mandate. All committees

must have at least one member of the board on them, to facilitate communication between committees and the

board, but the chair of a committee need not be a member of the board. Sufficient funding and information

shall be given by the Co-operative to facilitate the functioning of the committees.


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3.6 Duties of Other Officers: The duties of all other officers of the Co-operative shall be such as the terms of

their engagement call for the board of directors requires of them.

4. EMPLOYEES

As a Co-operative with a mandate of student engagement, the Co-operative or its businesses shall normally

only hire workers from the student body. Top management of the businesses of the Co-operative is exempt

from the above rule and may be professional and at arms length from the board. The manager(s) shall be

expected to report to the board of the Co-operative regularly at its meetings and to participate ex officio in

discussions where appropriate.

5. TRAINING

As a Co-operative with a mandate of education, the board will ensure that each of its members is given board

manual, board training and assigned a mentor from the existing board members. It is expected that members of

the board and in general will have the regular opportunity for training in at least the following: financial

literacy, governance, strategic planning, and legal responsibilities. Appropriate funds for such training will be

regularly budgeted for by the Treasurer as long as the allocation of such funds does not jeopardize the financial

security of the Co-operative.

6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Co-operative will indemnify all directors and officers, and their heirs and legal personal representatives,

the maximum extent permitted by section 110 of the Act.

7. EXECUTION OF DOCUMENTS

Deeds, transfers, licenses and other contracts on behalf of the Co-operative shall be signed by any two of the

President, the Vice-President, the Secretary or the Treasurer, or by any person authorized by the board.

All cheques shall be signed by two signing officers who are students appointed by the Board, of whom at least

one shall be the President, the Vice-President, Treasurer or Secretary.

8. FINANCIAL YEAR

Unless otherwise ordered by the board of directors, the fiscal year of the Co-operative shall terminate on the

last day of April in each year.

9. NOTICE


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9.1 Signatures: The signatures on any notice to be given by the Co-operative may be written, stamped,

typewritten, printed, or affixed electronically.

9.2 Method of Giving: Any notice to be given (which term includes sent, delivered, or served) pursuant to the

Act, the regulations under the Act, the articles, the by-laws, or otherwise to a member, shareholder, director,officer, auditor, secretary or general manager or member of a committee of the board of the Co-operative shall

be sufficiently given if delivered personally to the person whom it is to be given, mailed to him at his latest

address in the records of the Co-operative by pre-paid mail, or sent to that person at his/her latest recorded fax

or electronic address in the records of the Co-operative by fax or email.

9.3 Deemed Receipt: A notice delivered personally shall be deemed to have been given when it is delivered to

the recorded address as stated above. A mailed notice shall be deemed to have been given on the fifth day after

it is deposited in a post office of public letter box, unless there is a reasonable apprehension of a labour dispute

which would interrupt mail delivery. A notice sent by means of facsimile transmission or email shall, if sentduring normal business without indication of failure, be deemed to have been given at the time transmission or,

if outside of such business hours, on the next following business day.

9.4 Undelivered Notices: If any notice given to a member pursuant to Paragraph 9.2 above is returned on three

consecutive occasions because s/he cannot be found, the Co-operative is not required to send any further

notices to such member until the member informs the Co-operative in writing of his/her new address.

9.5 Omissions and Errors: The accidental omission to give any notice to any member, director, officer, auditor

or member of a committee of the board, of the non-receipt of any notice by any such person, or any error innotice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to

such notice.

9.6 Certificate of Secretary: A certificate of the Secretary or other duly authorized officer of the Co-operative

in office at the time of the mailing of the certificate, as to facts in relation to the giving of notice to any

member, director or officer shall be conclusive and binding on every member, director or officer of the Co-

operative as the case may be.

9.7 Waiver of Notice: Where a notice is required to be given by the Act, the regulations under the Act, thearticles, the by-laws, or otherwise, the giving of the notice may be waived or the time for the notice may be

waived or abridged with the consent in writing of such person, whether before or after the time prescribed.

10 BORROWING

The directors may from time to time:


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a. borrow money on the credit of the Co-operative;

b. issue, sell of pledge securities of the Co-operative; or

c. charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Co-operative,

including book debts, rights, powers, franchises, and undertakings, to secure any securities or any money

borrowed, or other debt, or any other obligation or liability of the Co-operative.

11. AMENDMENTS

Neither these by-laws nor any by-laws to amend these by-laws are effective until they are passed by the

directors and confirmed, with or without variation, by at least two-thirds of the votes cast at a general meeting

of the members of the Co-operative duly called for that purpose.

12. HEAD OFFICE

The Head Office of the Co-operative shall be within the City of Toronto, in the Province of Ontario, and at

such place therein as the directors may from time to time determine.

The foregoing By-Law Number 1 was passed by the directors of the Co-operative pursuant to the Co-operative

Corporations Act (Ontario) as of the ____day of ______, 20__.

_______________________________ ________________________________

Name:__________________________ Name: __________________________

Title: President Title: Secretary

Confirmed by at least two-thirds of the votes cast at a General Meeting of the Members as of the _____ day of

_______, 20__.

_______________________________ __________________________________

Name: _________________________ Name:_____________________________

Title: President Title: Secretary

constitution & bylaws 2

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