Rules of the Village Internet Technology Cooperative
PART 1 - INTERPRETATION
Definitions
1. In these Rules, “Act” means the Cooperative Association Act of British Columbia
from time to time in force and all amendments to it;
“adjourned meetings’ means the meeting to which a meeting is adjourned;
“Association” means the Village Internet Cooperative
“board” or “the directors” mean the directors of the Association for the time being;
“general reserve account” means the amount set aside by the Association as an indivisible reserve from its operating surpluses;
“member” means a member of the Association;
“patronage dividend” means an amount allocated, credited or paid out of the surplus of the Association to its members in proportion to their patronage of the Association;
“regulation” means the regulation under the Cooperative Association Act as made and amended from time to time;
“Rules” means these Rules and all amendments, additions, deletions or replacements from time to time in force and effect.
“Separate Resolution” and “special resolution” shall have the meanings assigned them under the Act
2. Subject to Rule 1, words and expressions defined in the Act as they read on the date these Rules become applicable to the Association apply to these Rules, with the necessary changes, so far as applicable.
3. Words in the singular form include the plural and vice versa and words importing a specific gender include the other gender.
4. If there is a conflict or inconsistency between the Act and the Rules, the Act governs.
PART 2 - MEMBERSHIP
5. Membership in the Association is open in a non-discriminatory manner to individuals and eligible organizations that can use the services of the Association and are willing and able to accept the responsibilities of membership.
6. An individual or eligible organization who wishes to become a member must submit to the Association a written application for membership in the form provided by the Association for that purpose and payment for the minimum number of membership shares required under Rule 8 for membership in the Association.
7. To be eligible for membership in the Association, an individual must be at least 16 years of age.
8. Subject to Rule 20, each member must, as a condition of membership and on submitting their application for membership, purchase at least one Membership Share.
9.The directors, or a person authorized by the directors, to approve applications for membership, may at their sole discretion, approve or refuse an application for membership and may postpone consideration of an application for membership.
10. Membership is effective when the application for membership is approved under Rule 9 and the member has fully paid up or subscribed to her first Membership Share.
11. A member may withdraw from membership in the Association by
(a) giving written notice to the directors of the member’s intention to withdraw, and
(b) surrendering any share certificates in respect of Membership shares
12. The membership of a member ceases on the date the member has complied with the requirements of Rule 11.
13. Notice to the Association of the death or bankruptcy of an individual member has the same effect as a notice of intention to withdraw, and Rules 11, 12, 17 and 36 apply with the necessary changes, so far as applicable.
14. Notice to the Association of the bankruptcy, liquidation or dissolution of a member that is an eligible organization has the same effect as a notice of intention to withdraw, and Rules 11, 12, 17 and 36 apply with the necessary changes, so far as applicable.
15. The Association may terminate the membership of a member in accordance with the Act if
(a) the member has engaged in conduct detrimental to the Association,
(b) the member has not paid money due by the member to the Association within a reasonable time after receiving written notice to do so from the Association,
(c) in the opinion of the directors, based on reasonable grounds, the member
(i) has breached a material condition of an agreement with the association, and
(ii) has not rectified the breach within a reasonable time after receiving written notice to do so from the Association.
A members termination shall be accomplished by the passing of a resolution of the directors to that effect. Such a resolution must be approved by at least ¾ of all of the directors present and voting.
16. A member whose membership is terminated for a reason set out in Rule 15
(a) may appeal the termination in accordance with the Act, and
(b) if he or she does so, the member continues to be a member of the Association, despite the resolution of the directors terminating the membership, unless the members at the general meeting to which the appeal is brought confirm the termination of membership by a simple majority.
17. When a member withdraws from membership or a membership is terminated or ceases for any reason, all rights and privileges attached to membership cease except the right to require the Association to redeem, in accordance with Rule 47 or 48, whichever is applicable, the member’s membership shares. The cessation of membership does not release the former member from any debt or obligation owed to the Association unless the instrument of debt or obligation states otherwise.
PART 3 - JOINT MEMBERSHIP
18. Membership in the cooperative may be held jointly by family members.
PART 4 - SHARE STRUCTURE
19. The capital of the Association consists of an unlimited number of membership shares.
20. Pursuant to Rule 8, every member of the Association shall be required to purchase at least one (1) membership share and may purchase any number of membership shares.
21. There are no Investment shares at the foundation of the Association. At the annual general meetings, members may vote to offer investment shares.
22. Dividends or interest shall be paid on membership shares at such times and in such amounts as the directors shall determine, but at no time shall dividends or interest be paid on membership shares unless at least an equivalent amount is paid on investment shares.
PART 5 - PAYMENT FOR SHARES
23. No share shall be issued until the share is paid for in full.
24. Except as provided in this Rule, the Association must not issue or allot membership shares unless the shares are paid for in accordance with the Act. Membership shares may be payable on call.
25. The directors may make calls on the members for any of the money unpaid on membership shares and a call is deemed to have been made at the time when the resolution of the directors authorizing the call was passed.
26. If a call is not paid on or before the date set for payment by the resolution referred to in Rule 31, the directors may require that the member from whom the money is due pay interest on the unpaid amount of the call at the rate that is the greater of 12% per year, or the prime rate at the Association’s financial institution, from the date set for payment until the date of payment. The interest that accumulates under this rule is a debt due to the Association. The directors may waive payment of interest due under this Rule.
27. If a member fails to pay a call on or before the date set for payment by the resolution referred to in Rule 25, the directors may, at any time after that date, serve a notice on the member requiring payment within 14 days from the date of service of the unpaid amount of the call together with any interest that accrues under Rule 26.
28. If a member on whom or on which a notice has been served under Rule 27 does not make the payment required by that notice in the time specified, the share in respect of which the notice is given may be forfeited to the Association by a resolution of the directors.
29. A forfeiture under Rule 28 is effective on the date that the directors make the resolution referred to in that Rule. A member whose share has been forfeited in accordance with a resolution under Rule 28 ceases to be a member in respect of the forfeited share and the directors may strike the member’s name from the register of members. A forfeited share may be sold or otherwise disposed of on terms and in a manner the directors think fit and, at any time before a sale or disposition, the forfeiture may be cancelled on terms the directors think fit. A member whose share has been forfeited remains liable to the Association for interest that accrued under Rule 26 to the date of the resolution under Rule 28 and that interest is a debt due to the Association.
PART 6 - SHARE CERTIFICATES
30. The Association shall not issue certificates in respect of membership shares unless requested to do so in accordance with the Act.
PART 7 - TRANSFER OF SHARES
31. An instrument of transfer of a membership share in the Association must
(a) be in writing,
(b) specify the number of shares being transferred, the amount being paid for each share, the name and address of the transferee and
(c) be executed and dated both by the transferor and transferee, or an attorney authorized in writing by the transferor or transferee, as applicable, or if the transferor or transferee is an eligible organization, by a duly authorized director, officer of attorney of the organization.
32. Membership shares in the Association may be transferred in the following form, or in another usual or common form approved by the directors:
I, …………….. [transferor], of …………. [address of transferor] in consideration of the sum of $…… paid to me by …………… [transferee], of ……………. [address of transferee], do transfer to the transferee ……………..…… a membership share in the Cooperative, for which certificates are attached, to be held the transferee or his or her personal representatives and assignees, subject to the conditions on which I held the same at the time of the execution; and I, the transferee, agree to take the shares subject to those conditions.
Signed on …………………………………………………. (month, day, year).
(Signature of transferor) ……………………………………………………
(Signature of transferee) ……………………………………………………
(Signature of witness) ………………………………………………………
33. A transfer of Membership shares does not take effect until
(a) any lien of the Association on the shares has been satisfied,
(b) the transfer has been authorized by the directors, and
(c) the name of the transferee is entered in the register of members shareholders .
34. The directors must immediately enter the name of the transferee in the register of the shareholders or the register of members when, with respect to the transfer of a share,
(a) the requirements set out in Rule 33 (a) and (b) have been met,
(b) a duly executed instrument of transfer with the certificate issued in respect of the share attached has been delivered to the Association, and
(c) that certificate has been cancelled.
35. The Association may refuse to register a transfer or acknowledge an assignment of shares, dividends or interest affected by a lien established by the Act.
PART 8 - TRANSMISSION OF SHARES
36. The death, dissolution, liquidation, or bankruptcy of a member shall terminate their membership in the cooperative. Any membership shares held by the member will be redeemed by the cooperative to the estate of the member at their par value.
37. Upon the death, dissolution, liquidation, or bankruptcy of an investment shareholder who is not a member of the Association any investment shares held will be redeemed by the cooperative to the estate of the member at their par value.
PART 9 - REDEMPTION OF SHARES
38. Subject to the Act, these Rules and the special rights and restrictions attached to any class of shares, the Association may, by a resolution of the directors, redeem any of its shares at the price and on the terms specified by the resolution.
39. (1) If the Association proposes, at its option, to redeem some but not all of the shares of any class of shares, it must make its offer rateably to every shareholder who holds shares of that class of shares.
(2) A redemption of shares under sub rule (1) must be made on a fair and equitable basis.
40. Subject to the Act, the Association may sell any share redeemed by it, but, while the Association retains the share, the Association must not exercise any vote, or pay or make any dividend or other distribution, in respect of that share.
41. Subject to the Act, if a member withdraws from membership, the period within which the Association must redeem the membership shares of the former member is 12 months from the effective date of the withdrawal.
42. If the Association terminates the membership of a member under Rule 15, the Association must redeem the shares of the former member at his or her request.
43. A member is entitled to the nominal value of a membership share on its redemption by the Association under this Part.
PART 10 - REGISTER OF MEMBERS SHAREHOLDERS
44. The Association shall keep and maintain a register of member shareholders in accordance with the Act.
PART 11 - GENERAL MEETINGS OF THE ASSOCIATION
45. A general meeting of the Association must be held at least once in every calendar year within four months after the end of its financial year.
46. At each annual general meeting the following business must be considered:
(a) meeting to be called to order;
(b) notice convening meeting to be read;
(c) minutes of preceding annual general meeting to be read and adopted or amended and adopted as required;
(d) business arising out of minutes to be considered;
(e) reports of standing and special committees to be read;
(f) financial statement to be placed before the meeting;
(g) reports of directors and auditors to be read;
(h) election of directors and appointment of auditors;
(i) special business to be considered;
(j) unfinished business to be considered;
(k) new business to be considered.
47. Any business other than business listed in Rule 46 is special business. Special business must be approved by ordinary resolution of the members in order to be considered unless the Act or these Rules require otherwise.
48. The directors may call a general meeting when they think fit, and on receipt of a written requisition signed by,
(a) if there are 100 or fewer members, at least 20% of the members, but in no case fewer than 4 members
(b) if there are more than 100 but fewer than 5,000 members the greater of 20 members or 10% of the members,
(c) if there are more than 5000 members, at least the greater of 500 members or 5% of the members, shall call a general meeting. Notice calling such a meeting shall be issued within 7 days of receipt of the written requisition.
49. (1) The calling of a general meeting by the directors, either on their own initiative or in response to a requisition by the members, must be in accordance with the Act and these Rules
(2) The requisitioning of a special general meeting by the members must be in accordance with the Act and these Rules.
(3) The directors may determine the order of business at a special general meeting.
50. General meetings must be held at the time and place in British Columbia that the directors specify or, in accordance with the Act , outside British Columbia.
51. (1) The record date for any general meeting is the 30th day before the date of the meeting of members.
(2) Only those members whose names are entered on the register of members on the record date are entitled to vote at the general meeting.
52. At least fourteen days notice shall be given to members of every annual general meeting, and every meeting at which a special resolution is to be considered. At least seven days notice shall be given to members of every other general meeting.
53. A copy of the financial statement that is to be placed before a general meeting must be provided to the members at least 10 days before the date set for the meeting.
54. (1) If a special resolution is to be proposed at a general meeting, the notice under Rule 52 of that meeting must include
(a) the full text of the special resolution, or,
(b) if the full text of the special resolution is too lengthy for convenient inclusion in the notice, a summary of the text in sufficient detail to permit a member to form a reasoned judgment concerning the special resolution.
(2) If a notice under Rule 52 contains a summary of the text of a special resolution as provided in sub rule (1) (b), the notice must also state the place where the full text of that special resolution can be read or copied.
55. If a general meeting is adjourned for fewer than 30 days, it is not necessary to give notice of the adjourned meeting other than by announcement at the first meeting that is adjourned, but if a general meeting is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting must be given in the same manner as for the original meeting.
56. The notice and financial statement required to be provided to members under this Part must be given in a manner permitted in Part 24 of these Rules.
57. The accidental omission to give notice of any general meeting to, or the non-receipt of any notice by, a member or person entitled to receive notice does not invalidate any proceedings at that meeting.
58. The quorum for the transaction of business at a general meeting is one half of the total number of members entitled to vote at the meeting present in person, save that of those members constituting quorum, a majority must be resident members.
59. No business, other than the election of a chair and the adjournment of the meeting, may be transacted at any general meeting unless a quorum is present at the commencement of the meeting, and if at any time during the meeting there ceases to be a quorum present any business then in progress is suspended until there is a quorum present or until the meeting is adjourned or terminated as the case may be.
60. (1) If, within one hour from the time appointed for a general meeting, a quorum is not present, the meeting,
(a) if convened by requisition of members, must be dissolved, and
(b) in any other case, stands adjourned to the same day in the next week at the same time and place, unless the place of meeting is changed out of necessity.
(2) If at the adjourned meeting referred to in sub rule (1) a quorum is not present within ½ hour from the time appointed, the members present in person or represented by proxy are deemed to constitute a quorum.
61. Subject to Rule 62, the directors must appoint a person to chair at every general meeting.
62. If there is no chair present within 30 minutes after the time appointed for holding the meeting, the members present at a general meeting must elect a member to chair the meeting.
63. The chair of a general meeting may, and if so directed by the members must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
64. The directors at a general meeting must appoint a member to act as secretary at the meeting.
65. The secretary must record the minutes of all resolutions and proceedings at a general meeting in books provided by the directors for that purpose.
66. The only persons entitled to be present at a general meeting are those entitled to vote at that meeting, the auditor of the Association, if any, and others who are entitled or required under any provision of the Act or these rules to be present.
67. A person who is not entitled to be present at a general meeting under Rule 66 may be admitted to a meeting only with the consent of the members at the meeting.
68. The Association may permit members to participate in general meetings and vote by telephone or other communications medium in accordance with the Act.
PART 12 - VOTING AT GENERAL MEETINGS
69. At a general meeting, every decision must be determined by ordinary resolution, unless otherwise required by the Act or these Rules. An ordinary resolution requires the consent of all of those members present and entitled to vote according to the Act in order to be passed. Subject to the Act, in the event that the consent of all members present and entitled to vote can not be obtained for a special resolution, such a resolution requires the approval of two thirds of those members voting in order to be passed.
70. In the event that a vote is taken and there is an equality of votes, the chair shall cast a deciding vote.
71. Unless otherwise provided in these Rules or the Act, every motion for a resolution put to a vote at a general meeting is to be decided on a show of hands unless
(a) before or promptly on the declaration of the result of the vote by a show of hands, a poll is directed by the chair or demanded by at least one individual who is present and entitled to vote, or
(b) one or more members vote at the meeting by telephone or other communications medium, in which event the voting must be by poll or conducted in any other manner that adequately discloses the intentions of the members.
72. (1) An individual present and entitled to vote at a general meeting may demand that a poll be taken on any matter under consideration at that meeting either before or promptly after the vote by show of hands is taken.
(2) Subject to Rule 68, a poll must be taken in the manner and at the time, either at the general meeting or within 7 days after the date of the meeting, and at the place that the chair of the meeting directs.
(3) The result of the poll is deemed to be a resolution of the general meeting at which the poll is demanded.
(4) The person who demanded a poll may withdraw the demand before the poll is taken.
73. The chair must determine any dispute as to the admission or rejection of a vote given on a poll, and the chair’s determination, made in good faith, is final and conclusive.
74. A poll demanded on a motion for adjournment must be taken immediately at the meeting.
75. A demand for a poll does not prevent the continuation of a general meeting for the transaction of any business other than the motion on which the poll has been demanded unless the chair orders otherwise.
76. The chair must declare to the general meeting the decision on every motion in accordance with the result of the show of hands or the poll, and that decision must be entered in the minutes of the meeting.
77. Unless a poll is required or demanded, a declaration by the chair that a motion has been carried, or carried unanimously, by consensus or by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the minutes of the general meeting is proof, in the absence of evidence to the contrary, of the fact without proof of the number or proportion of the votes recorded in favour of or against that motion.
78. Each ballot cast on a poll, and each proxy appointing a proxy holder who casts a ballot on a poll,
(a) must be kept at the registered office of the Association for 3 months after the general meeting,
(b) during the period referred to in paragraph (a), must be open to inspection at the registered office of the Association during the Association’s normal business hours by any member or proxy holder entitled to vote at the meeting from which the ballot and the proxy came, and
(c) may be destroyed at the end of the period referred to in paragraph (a).
PART 13 - VOTING RIGHTS OF MEMBERS
79. Subject to the Act and these Rules, every member who is registered as the holder of a membership share is entitled to vote at every general meeting of the Association. A member that is an eligible organization may appoint someone to vote on its behalf. The appointment must be made in a form acceptable to the directors, and must be submitted to the directors at least fourteen days before the meeting at which it takes effect. A person so appointed shall have all the voting rights of the member appointing him or her.
80. A person who is not registered as the holder of a membership share but who is entitled to vote at a general meeting may vote in the same manner as if he or she were a member if, before the meeting at which he or she proposes to vote, he or she satisfies the directors of his or her right to vote at that meeting.
81. A member may not vote by proxy at any general meeting of the Association.
PART 14 - DIRECTORS
82. The directors must manage the Association in accordance with the responsibilities, duties and powers set out in the Act, the regulation, the memorandum and these rules.
83. (1) The Association must have,
(a) in accordance with the Act, at least 3 directors, and
(b) may have any number of directors, 50 per cent of whom are members of the Association
(2) The number of directors initially will be eleven (11). This number may be changed within the limits set out in sub rule (1) by ordinary resolution of the members.
84. The directors in the execution of their duties shall at all times act in good faith and in the best interests of the Association.
85. Subject to the Act, no director shall be liable to the Association or any of its members for monetary damages for breach of fiduciary duty as a director, except for liability arising from
(1) any breach of the director’s duty of loyalty to the Association,
(2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or
(3) any transaction for which the director derived an improper personal benefit.
86. Subject to the Act, the cooperative may indemnify a director or former director, their heirs and personal representatives against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, incurred by them and to which they were made a party by reason of being or having been a director.
PART 15 - ELECTION, APPOINTMENT AND REMOVAL OF DIRECTORS
87. An election of directors must be held at each annual general meeting to replace those directors whose terms of office have expired or will expire at the end of the meeting. Notwithstanding the provisions of Part 16, the initial directors shall be those whose signatures appear on the Memorandum of Association. Their terms shall continue until such time as there are at least three members who qualify for and are accepted as Resident members. At this time, all Resident members shall be made directors until the next subsequent annual general meeting, at which time an election shall be held.
88. At each annual general meeting, the members shall determine by ordinary resolution the number of directors who will serve until the next subsequent annual general meeting. This number shall equal the number of members of the Association, plus two.
89. (1) If the number of nominees in an election for directors exceeds the number of directors to be elected at the election, the election of directors shall be by secret ballot, unless otherwise determined by an ordinary resolution of the membership.
(2) In an election of directors, the chair must declare elected the candidates who received the highest number of valid votes up to the number of directors to be elected.
90. If 2 or more candidates receive an equal number of votes for the last vacancy on the board and it is not practical to hold a run-off election at the meeting,
(a) the directors who have already been elected in the election, and
(b) the directors whose terms of office will not expire at the end of the meeting at which the election is held must determine which of those candidates is to be elected.
91. For the election or appointment of a director to be valid, consent of the candidate must be provided in accordance with the Act.
92. Despite any vacancy on the board, the continuing directors
(a) if and so long as the number of continuing directors constitutes a quorum of the board, may continue to function without filling the vacancy and may appoint a qualified member to fill the vacancy, or
(b) if the number of continuing directors does not constitute a quorum of the board, may appoint directors for the purpose of increasing the number of directors to a quorum to call a general meeting and for no other purposes.
93. A person whose term as director is ending is eligible for re-election or reappointment, provided they continue to have the required qualifications.
94. The office of director must be vacated if the director:
(1) holds any other office of profit under this Association, except that of secretary or treasurer
(2) is concerned or participates in the profits of a contract with the Association
(3) is absent from 3 consecutive regular meetings of the directors without the consent of the directors; provided that
(a) no director must vacate his or her office by reason of his or her being a member of a company which has entered into contracts with or done any work for this Association; but the director must disclose the fact of membership to the other directors, and must not vote in respect of that contract or work, and if he or she does vote his or her vote must not be counted; and
(b) a director has the right, at all times, to sell or consign for sale to the Association, product grown or produced, services provided and copyrights owned by the director or in which he has an interest.
95. The Association may by special resolution remove any director before the expiration of his or her term of office, and may by an ordinary resolution fill the vacancy created by the removal.
PART 16 - MEETINGS OF DIRECTORS
96. Subject to the Act and these Rules, the directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they consider appropriate.
97. Meetings of the board must be held at the time and place in British Columbia that the board determines is appropriate, and if the board does not determine the time and place, the president of the Association or any two directors may make that determination.
98. Any two directors may, and the secretary of the Association on request of any three directors must, call a meeting of the directors at any time.
99. (1) Subject to Rules 110, 111, and 112, at least 10 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
(a) by personal delivery,
(b) by mail addressed to the director’s address as it appears in the register of directors,
(c) by leaving it at the director’s usual business or residential address,
(d) by telegram, telex, facsimile transmission, electronic mail, or any other method of transmitting legibly recorded messages, or
(e) by telephone to the director’s telephone number as provided by the director.
(2) A notice of a meeting of directors must specify the purpose of, or the business to be transacted at, the meeting if the meeting is called to deal with an emergency or any of the following matters:
(a) a question or matter requiring approval of the members;
(b) filling a vacancy on the board;
(c) filling a vacancy in the office of auditor;
(d) issuing shares;
(e) declaring patronage returns or dividends on shares;
(f) redeeming shares issued by the Association;
(g) approving a financial statement of the Association;
(h) making decisions that by the Act or these Rules are required to be made by a vote of greater than a majority of the directors.
(3) A notice mailed under sub rule (1) (b) is deemed received on the second day, not including Saturday and holidays, after the date of mailing.
(4) A notice given in accordance with sub rule (1) (c) is deemed received when it is delivered.
(5) A notice given under sub rule (1) (d) is deemed received at the time the telegram, telex, facsimile transmission or other electronic transmission is sent.
(6) A notice given under sub rule (1) (e) is deemed received at the time the information is provided by telephone.
100. Quorum for meetings of the directors shall be a majority of those currently serving as directors, but at no time shall be fewer than three (3). If a quorum of directors is present, the directors newly elected at an annual general meeting and the directors whose terms of office do not expire at the end of that meeting, without notice, may hold a meeting of the board immediately after that general meeting. Board members may participate in a board meeting by telephone, video conferencing or other electronic means of communication and board members attending in such fashion shall be counted as being in attendance for purposes of establishing a quorum, provided that the form of participation allows the board member to participate in discussion of issues, and to register his vote on decisions that arise.
101. (1) The board may, by resolution, appoint a day or days in any month or months for regular board meetings at the places and times specified by the board.
(2) A copy of the resolution under sub rule (1) must be sent to each director immediately after being passed, and no other notice is required for any regular board meeting, unless the Act or these Rules require that the purpose of the meeting or the business to be transacted at it be specified in a notice.
102. In an emergency, the chairperson may call a meeting of the directors by giving each director at least 48 hours written or oral notice of the meeting.
103. Notice of an adjourned meeting of directors is not required if the time and place of the adjourned meeting is announced at the original meeting.
104. The accidental omission to give notice of any meeting to, or the non-receipt of any notice by, a director does not invalidate any proceedings at that meeting.
105. The president of the Association or, in the absence of the president, the vice-president must chair all meetings of the board. If both the president and vice-president are absent from a meeting of the board, the directors present must appoint one of their number to chair the meeting.
106. Questions arising at any meeting of the directors are to be decided by the consent of all of those present and entitled to vote, unless the Act or these Rules require otherwise.
107. The minutes of the proceedings of the directors must be kept in accordance with the Act.
108. A resolution of the directors may be passed without a meeting in accordance with the Act and these Rules. (The board can pass a resolution by getting all board members to sign a copy of the resolution indicating their consent)
109. A resolution referred to in Rule 108 is effective from the date specified in the resolution, but that date must not be before the day on which the last director consents in writing to the resolution.
110. For the purposes of a resolution referred to in Rule 108, written consent may be provided by telegram, telex, facsimile transmission, electronic mail or any other method of transmitting legibly recorded messages.
111-119. Rules 111 to 119 have been reserved for future rules of MEETINGS OF DIRECTORS
PART 17 - COMMITTEES OF DIRECTORS
120. The board may, by resolution, appoint one or more committees consisting of the director or directors and such other individuals that the board consider appropriate to exercise the powers delegated by the board to them as authorized by the Act. Any committee so formed, in the exercise of the powers delegated to it, must obtain approval from the board prior to initiating any act or thing, and must
(a) conform to any terms of reference that may from time to time be imposed on it by the directors, and
(b) report every act or thing done in the exercise of those powers to the earliest meeting of the directors held next after the act or thing has been done.
121. The board may vary, add to or limit the terms of reference of any committee of directors.
122. The members of a committee of directors may meet and adjourn as they consider appropriate.
123. Unless the board determines otherwise, each committee of directors has the power to fix its quorum at not less than a majority of the committee members.
124. If there is a vacancy on a committee of directors, the remaining committee members may exercise all the powers of the committee as long as a quorum of the committee remains in office.
125. A committee of directors may elect a chair of its meetings but, if no chair is elected, or if at any meeting the chair is not present within 15 minutes after the time appointed for holding the meeting, the directors present who are members of the committee may, by resolution, choose one of their number to chair the meeting.
126. Questions arising at any meeting of a committee of directors are determined by a majority of votes of the members present, and in case of an equality of votes the chair has no second or casting vote and the question is defeated.
127. The minutes of the proceedings of a committee of directors must be kept in accordance with the Act.
PART 18 - OFFICERS
128. The board must appoint, by resolution, a president and vice-president of the Association from among the directors.
129. (1) The board may appoint, by resolution, a secretary, a treasurer and other officers that the board determines are necessary.
(2) The officers appointed under sub rule (1) may be, but need not be, directors.
130. Two or more offices of the Association may be held by the same individual.
131. Subject to the Act, the board may specify the powers, duties and responsibilities of the officers appointed, and may vary, add to, or limit the powers, duties, and responsibilities of any officer.
132. (1) The board must determine the term of office and the remuneration of any officer it appoints.
(2) The board, in its discretion, may remove any officer of the Association without prejudice to that officer’s rights under any employment contract.
PART 19 - CONFLICT OF INTEREST RULES FOR DIRECTORS AND OFFICERS
133. The directors and officers of the Association are governed by the disclosure and conflict of interest rules set out in the Act.
PART 20 - FINANCES
134. The directors may, for the purposes of the Association, on behalf of the Association,
(a) borrow or raise money in the manner and amount, from the sources, on terms and conditions, and
(b) issue notes, bonds, debentures and other debt securities as the directors consider appropriate, but at no time shall the amount borrowed or secured exceed two times the sum of the capital paid up and subscribed.
135. Subject to any limitations adopted by the Association, the directors may invest the funds of the Association in the manner they consider appropriate.
136. The Association must not provide loans on the security of its shares.
137. One or more auditors must be appointed by the Association at its first general meeting, and at every annual general meeting after, but the directors may fill up a casual vacancy in the office of auditor. No director or officer may be appointed or act as auditor. In any year, the appointment of auditor may be waived by a special resolution passed by the general membership.
138. The directors must cause accounts to be kept in accordance with the Act.
139. The financial year of the Association ends on December 31st.
140. The directors must apply surplus funds arising from the operation of the Association in a financial year as follows:
(a) first, to the reserves required by Rule 141;
(b) next, to retire all or a portion of any deficit previously incurred by the Association, as the directors determine is appropriate;
(c) last, to patronage returns or dividends as decided by the directors.
141. The directors must set aside into a general reserve account for meeting contingencies at least 20% of the surplus funds arising from the operations of the Association in each financial year.
142. Subject to the Act and these Rules, reserves must be available to meet contingencies and until required for that purpose may be employed in any manner the directors consider appropriate.
143. Subject to and in accordance with the Act and the Rules in this Part, the Association may allocate among and credit or pay to the members patronage returns or dividends.
144. The Association must not pay any patronage return or dividends if there are reasonable grounds for believing that
(a) the Association is unable to pay its liabilities as they become due in the ordinary course of business, or
(b) paying the patronage return would
(i) render the Association unable to pay its liabilities as they become due in the ordinary course of business, or
(ii) cause the realizable value of the Association’s assets to be less than its liabilities.
145. The directors must report to each annual general meeting the state of the Association’s financial affairs and the amounts, if any, which shall be paid by way of dividend or patronage return.
146. Subject to Rules 140, 141, 143 and 144, the Association may declare dividends and patronage returns in accordance with the Act, but dividends and patronage returns declared must not exceed the amount reported by the directors pursuant to Rule 145, and at any rate a dividend or patronage return must not be paid except out of surplus funds.
147. The Association may apply any dividend or patronage return credited to a member to the unpaid amount on any membership shares held by that member, or to the purchase of additional membership shares.
PART 21 - DISPUTE RESOLUTION
148. A dispute that under the Act may be submitted for arbitration must be referred to an arbitration committee of 3 members of the Association in accordance with this Part.
149. (1) An arbitration referred to in Rule 148 must be commenced in accordance with the Act.
(2) If notice is provided to a director under sub rule (1), that director must promptly provide the Association with a copy of the notice.
150. Within 14 days of receipt of a notice referred to in Rule 149, the president of the Association and the other party must each nominate one member of the Association as a member of the arbitration committee, and the third member must be appointed by the 2 nominated members.
151. If for any reason an arbitration committee has not been appointed within 6 weeks after the first member is nominated to the committee, on application by a party, the Supreme Court of British Columbia may appoint the members of the arbitration committee not appointed under Rule 150.
152. Disputes that have arisen between the Association or a director and different parties may be heard in one arbitration if
(a) the disputes are similar, and
(b) all parties agree on the appointment of the arbitration committee and the steps to be taken to consolidate the disputes into the one arbitration.
153. (1) Subject to these Rules, the arbitration committee may conduct a hearing in the manner it considers appropriate, but each party must be treated fairly and must be given full opportunity to present its case.
(2) Each party to the dispute must submit to the arbitration committee a written statement describing the nature of the dispute and a summary of the evidence the party intends to present at the hearing.
(3) The arbitration committee must hold a hearing as soon as possible at a location that is convenient to both parties.
(4) The arbitration committee may determine whether the hearing is open to all members of the Association.
(5) Each party to the dispute must attend the oral hearing, if any, and may be represented by another person including a lawyer.
(6) If both parties agree, the hearing may consist of an exchange of written statements or any other procedure.
154. (1) A party to the dispute is a compellable witness at an oral hearing.
(2) Witnesses at an oral hearing must
(a) respond fully to questions asked by members of the arbitration committee, and
(b) produce all relevant records that the arbitration committee may require.
(3) Each party may present or rebut evidence and may examine or cross-examine witnesses at an oral hearing.
(4) The arbitration committee is not bound by the rules of evidence and may admit as evidence any oral testimony or any record that the arbitration committee considers is credible or trustworthy and relevant to an issue in dispute between the parties.
155 (1) The arbitration committee may make whatever decision it considers just having regard to the Act, the regulation, the memorandum of the Association, these Rules and the evidence presented by the parties.
(2) The decision must be in writing and signed by each member of the arbitration committee.
(3) Within 4 weeks of the date of the decision, the arbitration committee may vary a decision to correct a clerical or typographical error or omission, or a similar type of error or omission.
156. Parties to an arbitration must bear their own costs.
PART 22 - NOTICES
157. Unless otherwise specified in the Act or these Rules, any notice required to be given to a director, member, or any other person must be in writing and is sufficiently given if it is
(a) delivered personally,
(b) delivered to the person’s last known address, as recorded in the Association’s register of member shareholders or other record of the Association,
(c) mailed by prepaid mail to the person’s last known address, as recorded in the Association’s register of member shareholders or other record of the Association,
(d) sent to the person by facsimile transmission to a telephone number provided for that purpose,
(e) sent to the person by electronic mail to an address provided for that purpose, or
(f) served in accordance with Rule 158 or 159.
158. Unless otherwise specified in the Act or these Rules, any notice required to be given to the Association must be in writing and is sufficiently given if it is
(a) delivered to the registered office of the Association,
(b) mailed to the registered office of the Association by prepaid mail,
(c) sent by facsimile transmission to a telephone number provided for that purpose, or
(d) served in accordance with the Act.
159. (1) A notice given in accordance with Rules 157 (b) or 158 (a) is deemed received when it is delivered.
(2) A notice given in accordance with Rules 157 (c) or 158 (b) is deemed received on the second day, not including Saturday and holidays, after the date of mailing.
(3) A notice given in accordance with Rules 157(d) or (e) or 158 (c) is deemed to be received at the time the notice is sent.
160. In computing the date when notice must be given under any provision requiring a specified number of days notice of any meeting or other event, the date of giving notice must be excluded and the date of the meeting or other event must be included.
161. If a mailed notice is returned on two consecutive occasions because the intended recipient cannot be found, the Association is not required to give any further notices to that intended recipient until the intended recipient informs the Association in writing of his or her new address. If the Association is notified that electronic mail is undeliverable to the address provided, other means of delivery must be used in accordance with Rule 157.
162. The accidental omission to give a notice to, or the non-receipt of a notice by, a member, director, officer, auditor or member of a committee of the board, or an error in a notice that does not affect the substance of it, does not invalidate any action taken at a meeting held in accordance with, or otherwise founded on, that notice.
163. A person who, by operation of law, transfer, death of a member, or any other means, becomes entitled to a share in the Association, is bound by every notice in respect of the share that has been duly given to the member from whom that person derives title to the share before the person’s name and address were entered on the register of member shareholders and before the person furnished the Association with the proof of authority or evidence of the person’s entitlement.
PART 23 - SERVICE OF DOCUMENTS
164. (1) A notice or other document required by the Act to be served by the Association may be served by
(a) mailing it by registered mail to the last known address of the intended recipient, as recorded in the Association’s register of members or other record of the Association, or
(b) personal service.
(2) A notice or other document served under subsection (1) (a) is deemed received on the second day, not including Saturday and holidays, after the date of mailing.
165. Service on the Association must be in accordance with the Act.
PART 24 - CORPORATE SEAL AND EXECUTION OF INSTRUMENTS
166. The directors may provide a seal for the Association and may determine its form.
167. The directors must provide for the safe custody of the seal, which must be stored at the registered office of the Association.
168. The seal must not be impressed on any instrument unless that impression is attested by the signature or signatures of
(a) any 2 directors,
(b) one or more directors, officers or other persons as determined by resolution of the directors.
169. If the directors have not adopted a seal for the Association, instruments may be executed on behalf of the Association by the persons specified in Rule 168.
PART 25 - RECORDS
170. Retention of, and entitlement and access to, records of the Association are governed by the Act.
PART 26 - ALTERATION OF MEMORANDUM OR RULES
171. Amendments to the memorandum and Rules of the Association must be in accordance with the Act and these Rules.
