EBYTOWN FOOD CO-OP

GENERAL BY-LAWS

Article 1

General Head Office

1.01 Head Office

The Head Office of the Co-operative shall be located within the Regional Municipality of Waterloo at such place therein as Directors may from time to time determine.

1.02. Corporate Seal

The Corporate Seal of the Co-operative shall have inscribed thereon the words EBYTOWN FOOD CO-OP, and the seal impressed in the margin of these By-Laws is hereby adopted as the Seal of the Co-operative.

Article 2

Membership and Member Loans

2.01 Membership

a) Membership in the Co-operative shall consist of all persons who are from time to time accepted as members in the manner hereinafter prescribed and whose membership has not been terminated by expulsion or withdrawal. Subject to the approval of the Board of Directors, membership shall be open to all who are in agreement with the aims and objects of the Co-operative.

b) There shall be two classes of membership:

1. Regular member shall be defined as a member has paid the required fee and member loan. Regular members will include students, senior citizens and such other categories of individuals for which special provisions (such as waiver of member loan) may from time to time be made.

2. Associate member shall be defined as a member who is a current resident of the Waterloo Cooperative Residence, Inc., or is a local organization enjoying buying privileges by virtue of special agreement with the Board of Directors. Associate members shall enjoy the same shopping privileges as regular members, but shall not be allowed to vote at general meetings of the membership. Associate members shall pay neither a membership fee nor a member loan, except by special agreement negotiated by the Board of Directors and approved by the membership.

2.02 Application Forms

Applications for membership shal! be made in writing on forms provided for that purpose and shall be submitted to the directors for acceptance. Application for membership shall be accompanied by payment of the prescribed membership fee.

2.03 Membership Fees

Each applicant for membership shall pay a fee which will be set periodically by the membership at a general meeting.

2.04 Member Loans

The directors shall, from time to time provide that each applicant for membership in the co-operative shall, at the time of his or her application, make a loan to the co-operative in such an amount and upon such terms and conditions as the annual general meeting shall decide.

2.05 Refusal of Applications

a) The directors may refuse to accept any application for membership giving good reason, and if the application is not accepted, any payment forwarded with it shall be refunded without interest.

b) No application shall be accepted unless accompanied by the required fee, and by the prescribed member loan, if any.

2.06 Memberships are Non-Transferable Membership in the Co-op shall not be transferable unless authorized by the Board of Directors.

2.07 Membership Withdrawal

a) Upon written notice of six weeks a member may withdraw from membership. In the event of moving away from the area served, the Directors may accept his withdrawal on shorter notice.

2.08 Automatic Termination

a) If a member does not transact any business with the Co-operative for a period of two years, subject to clause 9, the directors may terminate his membership, as described below.

b) A letter and membership withdrawal form shall be sent by regular mail to the last known address. If returned as undeliverable or if sixty days elapse with no reply, the membership shall be terminated and any member loan shall be considered a donation to the co-operative.

2.09 Expulsion from Membership

a) A member may be expelled from membership by the directors for cause, providing the procedure for expulsion is in accordance with the Act.

2.10 Repayment of Investment

A person whose membership has been terminated under Sections 7, 8, or 9 of this Article shall be repaid his investment in the Co-operative in the manner prescribed by the Act.

2.11 Indebtedness of Member

The directors shall be at liberty at any time to apply on account of the indebtedness of any member of the Co-operative any member loans made by him and any amount so applied shall be deemed to be payment to the member.

2.12 Inactive Member

a) An inactive member shall be defined as one who has transacted no business for 180 days or more, or who has not participated in the affairs of the co-op in such other manner as the Board shall from time to time prescribes.

b) After a reasonable attempt to re-establish contact has been made, inactive members shall cease to receive regular notices, with the exception of notice of general meetings of the membership.

c) Inactive status may be considered grounds for termination of membership, in such manner as the board may from time to time prescribe.

Article 3

Loan Certificates

3.01 Entitlement

Every member is entitled to a loan certificate in respect of the loans made by him.

3.02 Signatures

Loan certificates shall bear two signatures, one of which shall be the manual signature of an officer of the Co-operative or a signatory of a transfer agent of the Co-operative. The other signature shall be that of another officer of the Co-operative, and may be printed, engraved, lithographed or otherwise mechanically reproduced on the certificate.

3.03 Format of Certificate

In addition to the required signatures, loan certificates shall include the full member name, the date of issue, and the loan amount. In addition, the words "Ebytown Food Cooperative", "Member Loan Certificate" and "Not Transferable” shall be printed, engraved, lithographed or otherwise mechanically reproduced on the certificate.

3.04 Certificate Replacement

In the case of loss, defacement or destruction of a certificate held by a member, the fact of such loss, defacement or destruction shall be reported by such member to the Co-operative with his statement verified by oath or statutory declaration as to the loss, defacement or destruction and the circumstances attending the same and with his request for the issuance of a new certificate to replace the one so lost, defaced or destroyed. Upon giving to the Co-operative of a bond of a surety company or other security approved by the directors indemnifying the Co- operative against all loss, damage or expense to which the Co-operative may be put by reason of the issuing of a new certificate to the said member, a new certificate may be issued to take the place of the one lost, defaced or destroyed if such issuance is ordered by the President for the time being or by the directors.

Article 4

Meetings of Members

4.01 Annual Meetings

The annual general meeting of the members for the election of Directors and the transaction of such other business as may be properly be brought before an annual meeting of members shall be held at the head office of the Co-operative on the first Wednesday of February in each year or at such place and time as the Directors may determine, but not later than four months after the end of each fiscal year.

4.02 Other General Meetings

Other meetings of members may be convened by order of the President, Vice-president, or the Board at any time and at any place within the municipality of Kitchener-Waterloo and the Secretary shall send the requisite notice of such meeting to the Members of the Co-operative.

4.03 Requisition for General Meeting

a) Not less than one-tenth of the members of the Co-operative entitled to vote at a meeting proposed to be held, may request the Directors to call a general meeting of the members for any purpose connected with the affairs of the Co-operative, that is not inconsistent with the Co-operative Corporations Act. The requisition process shall be as described in the Act.

4.04 Business Transacted at Special General Meeting

At a special general meeting of the Co-operative only the business stated in the notice calling such meeting may be transacted.

4.05 Notice of Annual and General Meetings

Notice of any annual or general meeting of members of the Co-operative shall be deemed to be well and sufficiently given if such notice is sent by pre-paid post letter addressed to each member at his/her usual place of business, or at his/her residence, or at his/her address as entered in the records of the Co-operative and mailed at least ten days prior to and no more than fifty days prior to the date fixed for the holding of such meeting.

4.06 Accidental Omission of Notice

When notice of a meeting is received generally by the members of the Co-operative, the accidental omission to give notice to any member thereof shall not invalidate any motions or resolution passed or any proceedings taken at such meeting.

4.07 Voting Rights

No member shall have more than one vote at any one meeting of the Co-operative, and voting by proxy shall not be permitted, except that a corporate member may appoint under its corporate seal one of its officers or directors to attend and vote on its behalf at meetings of members.

4.08 Voting

Unless otherwise provided, all questions arising at any meeting shall be decided by a majority of votes.

4.10 Quorum

For all purposes, a quorum for any meeting shall be at least 10 percent of the members, at time of notice of the meeting, present in person at the meeting. No business shall be transacted at any meeting unless the quorum requisite be present at the commencement of the business.

4.11 Quorum Not Present

If at any annual or other meeting of the members a quorum is not present within 60 minutes of the time for which the meeting if convened upon requisition of the members, shall be dissolved and in any other case a presiding officer shall adjourn the meeting to a date not less than 7 and not more than 15 days thereafter, and the decision of the subsequent meeting shall be binding upon the Co-operative provided that at least two members are present. Notice of the adjourned meeting shall be given by the secretary in the manner therein provided 5 days previous to the adjourned meeting.

Article 5

Board Of Directors

5.01 Powers and Duties of the Board

The business of the Co-op shall be under the direction of a Board or seven directors who may exercise all such powers and do all such acts and things that may be exercised or done by the Co-operative and are not by the By-Laws of the Co-operative or by statute expressly directed to be done by the Co-operative at a general meeting of the members, or by policy of the co-operative.

5.02 Qualifications

The qualifications of each director shall be

a) that he/she be 18 years old and a member of the Co-operative

b) that he/she be not more than one month in arrears in the payment of his/her loan

c) that he/she be not engaged in any business which, in the opinion of the directors, is in direct conflict with that of the co-operative.

5.03 Citizenship of Directors

The majority of the Board must be resident Canadians.

5.04 Election of Directors

At the first annual meeting of members 7 directors shall be elected, 4 to serve 1 year and 3 to serve two years or until their successors are elected. At each annual meeting thereafter directors shall be elected to fill the position of those whose term of office is about to expire and each director so elected shall serve for 2 years, or until his successor is elected. Directors shall be eligible for re-election on completion of their terms. Any director who has served for three terms shall again become eligible after one year during which he has not been a director.

5.05 Voting Mechanism

Elections shall be by ballot or by show of hands as decided by the members present at the annual general meeting.

5.06 Vacation of Office

The office of a director shall be vacated;

a) if he/she ceases to have the necessary qualifications for office;

b) if he/she is absent without leave of the directors from three consecutive meetings of the Board;

c) if by notice in writing to the Co-operative he/she resigns his/her office;

d) if by resolution passed by at least two-thirds of the votes at a general meeting called for that purpose, he/she is removed from office; or

e) if he/she becomes mentally incompetent.

5.07 Vacancy

Whenever any vacancy occurs on the Board of Directors, the remaining members thereof, so long as there is a quorum in office, may appoint a member to the said Board to serve until the next annual meeting.

5.08 Meetings of Directors

Regular Meetings of the Board of Directors shall be held at least four times a year on such a day as the directors may from time to time by resolution determine.

5.09. Place of Meeting and Notice Thereof

Meetings of directors may be held at the head office of the Co-operative or elsewhere as the directors may from time to time determine. A meeting of the directors may be convened by the President or Vice-president or any three directors at any time, and the Secretary by direction of the President or any three directors shall convene a meeting of directors. Notice of such meeting shall be delivered or mailed or telegraphed or telephoned to each director not less than two days (exclusive of the day on which the notice is delivered, mailed, telegraphed or telephoned, but inclusive of the day for which notice is given) before the meeting is to take place; provided always that meetings of the Board of Directors may be held at any time without formal notice if all directors are present or those absent have waived notice or have signified by their consent in writing to the meeting being held in their absence. Notice of any meeting or irregularity in any meeting or notice thereof may be waived by a director.

Notice of such a Board of Directors meeting shall be posted publicly at the place of business.

In the case of the first meeting of the Board of Directors to be held immediately following an annual meeting, or in the case of a director elected to fill a vacancy on the Board it shall not be necessary to give such meeting to the newly elected director or directors in order to legally constitute, the meeting, provided that a quorum of directors is present.

5.10 Quorum

A majority of directors shall constitute a quorum at any meeting of the Board of Directors, provided that a majority of the directors are resident Canadians and present at the meeting.

5.11 Voting

Questions arising at any meeting of the directors shall be decided by a majority of votes. The Chair-person is entitled to vote, but not to a second or to a casting vote.

5,12 Remuneration of Directors

The directors will serve without pay except that the board by resolution, confirmed by an annual meeting or special general meeting called for that purpose, may award special remuneration to any director undertaking special services on behalf of the Co-operative other than the work ordinarily required by a Director. The directors shall also be entitled to be paid their travelling or other expenses properly incurred by them in connection with the business of the Co-operative.

Article 6

Officials of the Co-operative

6.01 Officers

The Board shall annually or as often as may be required, elect a President, Vice-president, Secretary, and Treasurer (and if deemed advisable an Assistant Secretary and an assistant Treasurer). None of the said officers except the President and the Vice-president need to be a member of the Board of Directors. Any two of the aforesaid offices may be held by the same person except those of the President and the Vice-president. A vote of the majority of the Board of Directors shall be necessary for the election or appointment of said officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as from time to time shall be prescribed by the board.

6.02 Remuneration and Removal of Officers

The remuneration of all officers elected or appointed by the board shall be determined from time to time by resolution of the Board of Directors. The fact that any officer or employee is a director or a member of the Co- operative shall not disqualify him/her from receiving such remuneration as may be determined. All officers, in the absence of agreements to the contrary shall be subject to removal by resolution of the Board of Directors at any time with cause provided that a majority of the full board shall vote in favour thereof.

6.03 Duties of Officers May be Delegated

In the case of the absence or inability to act of the President or Vice-president or any other officer of the Co-operative or for any other reason that the Board of Directors may deem sufficient the Board may delegate any or all of the powers of such officer to any other officer or to any director for the time being, provided the majority of the Board concurs therein.

6.04 President

The President if present may preside at all meetings of members and directors. He shall sign all instruments which require his signature and shall perform all duties incident to his office and shall have such other powers and duties as from time to time be assigned to him by the Board.

6.05 Vice-President

The Vice-president shall be vested with all the powers and shall perform all the duties of the President in the absence or disability or refusal to act of the President. The Vice-president shall have such other powers and duties, if any, as may from time to time be assigned to him by the Board.

6.06 Secretary

The Secretary shall issue or cause to be issued notices of meetings of the Board of directors and the members when directed to do so; have charge of the minute books and seal of the Co-operative; sign with the President or other signing officers of the Co-operative such instruments as require his/her signature and shall perform other such duties as the terms of his/her engagement call for or the Board of Directors may require from time to time of him/her.

The Secretary or some other officer specially charged with the duty will keep or cause to be kept a book or books of other suitable records wherein shall be kept recorded:

a) a copy of the Letters Patent and of any Supplementary Letters Patent issued to the Co-operative and the by- laws of the Co-operative duly authenticated;

b) the names, alphabetically arranged, of all persons who have been or are members of the Co-operative;

c) the post office address of every such person while a member;

d) the names, post office addresses and callings of all persons who are or have been directors of the Co-operative, with the date at which each person became or ceased to be a director;

€) the amounts paid and remaining unpaid respectively on the membership of each member.

6.07 Treasurer

The Treasurer shall have the care and custody of all funds and securities of the Co-operative and shall deposit the same in the name of the Co-operative in such bank or banks or with such depository or depositories as the Board of Directors may direct. He shall at all reasonable times exhibit his books and accounts to any director member of the Co-operative upon application at the office of the Co-operative during business hours. He shall sign or counter-sign such instruments as require his signature and shall perform all duties incident to his office or that are properly required of him by the Board. He shall be required to give such bond as the Board of Directors in their discretion may require and no Director shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Co-operative to receive indemnity thereby provided.

6.08 General Manager or Manager

The Board of Directors may from time to time at the direction of the general meeting, appoint a general manager or manager and may delegate to him/her full authority to direct and manage the affairs of the Co-operative (except such matters and duties as by law must be transacted or performed by the Board.of Directors or by members in a general meeting), and to employ, discharge and fix the wages or salaries of temporary agents and employees of the Co-operative or may delegate to him lessor power. The manager shall confirm to all lawful orders given him by the Board of Directors of the Co-operative. He shall at all reasonable times give to the Directors, or any of them, all information they may require regarding the affairs of the Co-operative. The general manager or manager shall not enter into any contract or disbursement in excess of the value of $500.00 without the prior approval of the Board.

6.09 Vacancies

If the office of the President, Vice-president, Secretary, Treasurer (or assistant Treasurer), one or more, shall become vacant by reason of death, resignation, disqualification or otherwise, the directors may elect or appoint an officer to fill such vacancy.

Article 7

Financial

7.01 Borrowing Powers

The Directors from time to time with membership approval:

a) may borrow money on the credit of the Co-operative

b) may issue, sell or pledge securities of the Co-operative; and

c) may charge, mortgage, hypothecate or pledge all or any of the real personal property of the Co-operative including book debts, rights powers, franchises, and undertaking to secure any securities or any money borrowed, or any other debt, or any other obligation or liability of the Co-operative.

7.02 In Addition to Other Powers

The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Co-operative possessed by its Directors or officers independently of a borrowing by-law.

Article 8

Auditor

8.01 Appointment of Auditor

The members of each annual meeting shall appoint an auditor who is familiar with the Co-operative accounting practice. The auditor when appointed shall hold office until the next annual meeting, and, if an appointment is not so made the auditor in office shall continue in office until a successor is appointed. The remuneration of the auditor shall be fixed by the directors.

8.02 Access to Books

The auditor shall at all reasonable times have access to the books, accounts, and vouchers of the Co- operative and may require from the Directors and officers such information and explanations as may be necessary for the performance of his duties.

8.03 Auditors Report

The auditor shall make a report to the members on the financial statement to be laid before the Co- operative at each annual meeting during his/her term of office and shall state in his report whether in his/her opinion the financial report referred to therein presents fairly the financial position of the Co-operative and the results of its operations for the period under review.

Article 9

Cheques, Drafts and Notes

All cheques, drafts and notes or orders for payment of money and all notes, acceptances and bills of exchange shall be signed by such officers, or persons whether or not officers of the Co-operative and in such manner as the Board of Directors may from time to time designate.

Article 10

Custody of Securities

All shares and securities owned by the Co-operative shall be placed in safe keeping (in the name of the Co- operative) with a credit union or chartered bank or trust company or the Province of Ontario Savings Office or with other such corporations as may be determined from time to time by the Board of Directors.

Article 11

Execution of Instruments

11.01 Signatures Required

Contracts, documents or any instruments in writing requiring the signature of the Co-operative may be signed by the President or Vice-president and the Secretary or Treasurer, and all contracts, documents and instruments in writing so signed shall be binding on the Co-operative without any further authorization of formality. The Board of Directors shall have power from time to time by resolution to appoint any officer or officers, person or persons on behalf of the Co-operative either to sign contracts, instruments or documents in writing, generally or to sign specific contracts, documents or instruments in writing.

11.02 Affixing Seal

The Seal of the Co-operative shall be in custody of the Secretary and may, when required be affixed by hinvher or by any officer or officers, person or persons appointed by resolution of the Directors, to contracts, documents or instruments in writing signed as aforesaid.

Article 12

Fiscal Year

The financial fiscal year of the Co-operative shall terminate on the 31st of December in each year.

Article 13

Amendments

Neither these by-laws nor any by-laws to amend these by-laws are effective until they are passed by at least two-thirds of the votes cast at a general meeting of the Co-operative duly called for that purpose.

Article 14

Interpretation

In all the by-laws of the Co-operative, the singular shall include the plural and the plural the singular; the masculine shall include the feminine, and the word "Act" shall mean the Co-operative Corporations Act, 1973 and any act that may be substituted therefore or as from time to time amended.

Wherever reference is made in this by-law to any statute or section thereof such reference shall be deemed to extend and apply to any amendment to said statute or section, as the case may be.