Proposed Bylaw Amendments 2018

Proposed Bylaw Amendments 2018 – open as pdf

Bylaw Review

History

The Co-op board established the Bylaw Review Subcommittee (a subcommittee of the Governance Committee, composed of the President and Secretary of the board, and one community member) to work on a coordinated review of the Association’s bylaws. The subcommittee is tasked with reviewing bylaws and making recommendations to the board with respect to any bylaw amendments, deletions and/or new bylaws that may be appropriate in the context of the Co-operative Act, the Association’s public interest, and professional regulation mandate.

The board began a two year bylaw review in 2016, and has been engaged in a comprehensive review process to address both substantive bylaw subject matter areas and more routine amendments. The proposed changes will be proposed as special resolutions at the 2018 Annual General Meeting.

Bylaw Review Process

Research, Review and Approval

The Bylaw Review Subcommittee develops bylaw initiatives to modernize the Association’s bylaws. Draft bylaw amendments are submitted to the board for review and approval in principle. Once the board gives approval in principle, a member consultation and feedback process begins.

Consultation and Feedback

Depending on the subject matter and complexity of the bylaw amendments, the duration and depth of the consultation period will vary. Bylaw consultation includes notification and posting of the bylaw amendments to members through publication on the Co-op website with opportunities to provide feedback. Our board wants to give the membership plenty of time for thought and feedback on any amendments, and have posted the proposed resolutions on the website (www.hornbyislandcoop.ca), as well as available by request at Customer Service, as of April 1st, 2018.

Questions can be sent to the Board Contact section of the website, delivered to the Co-op c/o the Manager, or emailed to board@hornbyislandcoop.ca

All feedback is reviewed by the Committee and may result in modified bylaw language or additional information and FAQs. At the end of the consultation period, and a minimum of at least 14 days before the general meeting, the Committee prepares a final bylaw submission that incorporates all of the feedback for the board’s approval of the bylaw amendments to proceed to the next phase, which is a member vote.

Member Vote

All Co-op members good standing are entitled and encouraged to vote on proposed new and amended bylaws. The vote will take place at the Annual General Meeting, date TBA.

Bylaw Passage

Any change to the bylaws requires a minimum of two-thirds of affirmative majority approval, of member in attendance at AGM.

Bylaw in Effect

Changes to rules or bylaws are not effective until filed with the Registrar. Once government approval is given, the bylaws/rules are consolidated to reflect the amendments.  An updated version of the bylaws/rules is put on file and is also distributed to the directors.

Members are welcome to provide comments on any issue via board@hornbyislandcoop.ca

R1. PROCEDURAL ITEMS

Board of Directors

Ordinary Resolution

Majority – 50%+

BACKGROUND

The grouping of routine procedural matters leaves more time available for the consideration of reports and other business.

RESOLVED

That we, the members assembled for the 63rd Annual Meeting of the Hornby Island Co-operative Association, consent to and approve the following:

  1. It is agreed that the requirements of Part 22 – Rule 144 of the Rules of the Hornby Island Co-operative have been fulfilled by publishing notices in the Co-op and online as of April 1st; the May First Edition, in the April 25th, May 16th and 23rd editions of the Tribune;
  2. The President/Chair of the Board, Jim Garton, be appointed to act as chair to this annual meeting;
  3. The agenda as proposed for this 63rd Annual Meeting be adopted, subject to amendment by resolution of members;
  4. The Rules of Order, as stated in the meeting materials, apply to this meeting;
  5. The minutes of the 62nd annual meeting, held May 28th, 2017, as circulated in the meeting materials attending this 63rd annual meeting, be approved;
  6. As per Part 10 – Rule 54 of the Hornby Island Co-operative Bylaws, only registered members are permitted to vote;
  7. Non-members are welcome by consent of the chair or members present, as per Part 10 – Rule 55 of the Hornby Island Co-operative Bylaws, subject to the following provisions:
  8. Non-members may not move, speak, or vote on motions.
  9. The 2017 annual report, which includes the auditors’ report and the audited consolidated financial statements, be received.

R2. AMENDMENT TO RULE 70 – PROXY VOTING AT A GENERAL MEETING

Board of Directors

Special Resolution

Majority – 66⅔+

BACKGROUND

The current rule allows for proxy voting if the individual resides more than 80 kilometres from the place of the meeting. This is a standard rule for most Co-ops, but does not take into account the nature of a small island. For example, 80 kilometres allows members from Victoria to vote by proxy, but not those from Nanaimo or Courtenay. The board believes it is beneficial to make it easier for members to be involved in their Co-op and recommends changing the rule to allow proxy voting for anyone further away than Hornby and Denman Island.

Rule 70 reads:

  • An individual member may vote by proxy at a general meeting in accordance with the Act and these rules if the individual member’s residence, as determined from the register of members of the Association, is more than 80 kilometres from the place of the meeting, or, if there are 2 or more meeting places, from the place of the meeting closest to the individual member’s residence.
  • Only an individual member may may be appointed to vote as a proxy on behalf of another member.
  • An individual to whom a proxy has been given may not vote the proxy except in person at the meeting specified in the proxy or any adjournment of that meeting.
  • No individual may vote more than 3 membership proxies.

RESOLVED

That Rule 70 (1) be changed to read:

  • An individual member may vote by proxy at a general meeting in accordance with the Act and these rules if the individual member’s residence, as determined from the register of members of the Association, is further away than Hornby and Denman islands, or, if there are 2 or more meeting places, from the place of the meeting closest to the individual member’s residence.

R3. AMENDMENT TO RULE 72 – FORM OF PROXY

Board of Directors

Special Resolution

Majority – 66⅔+

BACKGROUND

This amendment is proposed to update the proxy form to reflect the current form used, as permitted by Rule 72.

RESOLVED

That Rule 72 be removed in entirety and replaced with:

72  An instrument appointing a proxy may be in the following form or in any other form approved by the directors from time to time:

I,……………………………………, a member of Hornby Island Co-operative Association, Co-op # ………. hereby appoint ………………………………, Co-op # ………. as my proxy to vote for me and on my behalf at the general meeting held on ..…./..…./…… [month/day/year].

Signed …………………………………… [Co-op Member giving proxy]

Address …………………………………..

…………………………………………….. [Co-op Member giving proxy]

Signed ……………………………………. [Board Director]

Date ..…./……/……[month/day/year]

R4. AMENDMENT TO RULE 79 – QUALIFICATIONS OF DIRECTORS

Board of Directors

Special Resolution

Majority – 66⅔+

BACKGROUND

The majority of Co-ops have rules regarding staff on the board. Most commonly, employees are not allowed to sit on boards.  However, some Co-ops allow for a maximum of 1 employee and define whether that position is a voting director or not. Our bylaws are silent on the issue, and during the bylaw review process, the board looked at these 3 options, and spoke with both management and staff. It is our recommendation that allowing staff on the board could create confidentiality issues, and potentially create an awkward work environment for both staff and management as well as the danger of the board drifting into operations/workplace issues, instead of policy and strategy. This bylaw would disallow staff from sitting on the board of directors.

Rule 79 reads:

79 (1) A majority of the directors of the Association must be individuals ordinarily resident in Canada.

 (2) At least one of the directors of the Association must be an individual ordinarily resident in British Columbia.

 (3) All of the directors must be members of the Association or representatives of an eligible organization that is a member of the Association.

 (4) No individual is entitled to become or act as a director of the Association if:

(a) the individual is under the age of 18 years;

(b) the individual is found by a court, in Canada or elsewhere, to be incapable of  managing the individual’s own affairs;

(c) the individual is an undischarged bankrupt;

(d) the individual is convicted in or out of British Columbia of an offence in connection with the promotion, formation or management of a corporation, or an offence involving fraud, unless the events described in the Act have occurred;

(e) the individual or member eligible organization of which the individual is a director has not purchased goods or services, or a combination of both, from the Association during the last financial year of the Association, worth at least $100.00;

(f) the individual or a member eligible organization of which the individual is a director has an account with the Association that is more than 60 days in arrears;

RESOLVED

That Rule 79 be amended with the addition of:

(g)  the individual is an employee of the Association.

R5. AMENDMENT TO RULE 80 – SECURITY BY DIRECTORS

Board of Directors

Special Resolution

Majority – 66⅔+

BACKGROUND

This rule traces its history back to a section in the Business Corporations Act that was repealed a number of years ago. There is no indication that the Co-op board has ever required security posted by any officer. The recommendation is that the rule be deleted.

Rule 80 reads:

Before entering his or her duties, a director who receives or has charge of money of the Association must give security as may be considered necessary by the directors.

RESOLVED

That rule 80 be deleted in its entirety.

R6. AMENDMENT TO RULE 82 – NOMINATION OF CANDIDATES

Board of Directors

Special Resolution

Majority – 66⅔+

BACKGROUND

Co-operatives follow the Co-operative Act, which do not require nominations on the floor. Most Co-ops, and all Canadian Credit Unions, have eliminated nominations from the floor in their bylaws. Advance notice of the nominees allows for proper vetting of candidates, the ability to make sure they fulfil the legal requirements and qualifications of a director; publishing the names and bios of candidates in advance enables the membership to get to know the nominees and make an informed decision in their voting. For the past two year the board has formed a Nominations Committee, comprised of both board members and community members, with the goal of identifying any skill gaps the board may have, and recruit the needed expertise.

This amendment would require a candidate to file a nomination form (available on the website and at the co-op) a minimum of 45 days before the AGM, in order to give the board enough time to post the candidate bios on the website, and perform the necessary background checks. Any eligible co-op member may nominate themselves, by filling out the nominee form.

Rule 82 reads:

Nomination of candidates

82 (1)   A member may nominate a candidate for director either before or at an annual general meeting at which a director is to be elected.

RESOLVED

That Rule 82 be removed in entirety and replaced with:

 82 (1) A candidate for election as a director must be a member of the Association or a representative of an eligible organization that is a member of the Association and be nominated by the filing of a nomination form signed by the candidate.

(2) A nomination form must be submitted to the Association no later than April 1st of the same calendar year as the AGM.

R7. AMENDMENT TO RULE 102 – QUORUM OF THE BOARD

Board of Directors

Special Resolution

Majority – 66⅔+

BACKGROUND

This amendment is to clarify that a quorum of the board stays the same as the number set at the AGM, regardless of whether the board loses directors, either through death, resignation, or removal, before the next AGM. An example of this would be that if the board is set at 9 directors and two directors resign, the quorum would still be 7 (not 4).

Rule 102 reads:

A quorum of the board is a majority of the total number of directors that constitutes a full board.

RESOLVED

That Rule 102 be amended to include the following:

A quorum of the board is a majority of the total number of directors that constitutes a full board, as set at the AGM.

R8. AMENDMENT TO RULE 96 – NOTICE OF MEETING

Board of Directors

Special Resolution

Majority – 66⅔+

BACKGROUND

This amendment is intended to update the language with current practices and technological standards.

Rule 96 reads:

(1) Subject to rules 97, 98, 99, 100 and 101, at least 7 days notice of a meeting of the directors, specifying the place, date and hour of the meeting, must be given to each director and is sufficiently given if provided by:

  1. personal delivery,
  2. mail addressed to the director’s address as it appears in the register of directors,
  3. leaving it at the director’s usual business or residential address,
  4. telegram, telex, facsimile transmission, or other method of electronic transmission,

or

  1. telephone to the director’s telephone number as provided by the director.

RESOLVED

That rule 96 (1) be amended to the following:

(1) Subject to rules 97, 98, 99, 100 and 101, at least 5 days notice of a meeting of the directors, specifying the place, date and hour of the meeting, must be given to each director and is sufficiently given if provided by:

  1. personal delivery,
  2. mail addressed to the director’s address as it appears in the register of directors,
  3. leaving it at the director’s usual business or residential address,
  4. electronic transmission,

or

  1. telephone to the director’s telephone number as provided by the director

R9. AMENDMENT TO RULE 109 – HOW CONSENT MAY BE GIVEN

Board of Directors

Special Resolution

Majority – 66⅔+

BACKGROUND

This amendment is intended to update the language with current technological standards.

Rule 109 reads:

For the purposes of a resolution referred to in rule 107, written consent may be provided by telegram, telex, facsimile transmission, or other method of electronic transmission.

*Note Rule 107 reads:

A resolution of the directors may be passed without meeting if each of the directors entitled to vote on the resolution consents to the resolution in writing.

RESOLVED

That rule 109 be amended to the following:

For the purposes of a resolution referred to in rule 107, written consent includes written electronic transmission.