Board-related bylaws

Number of Directors

3.01 A full board of directors consists of eight (8) directors. A change in the number of directors can be made only by ordinary resolution of the members at a meeting thereof and recorded in the minutes of that meeting.

For greater clarity: in By-law 3.01 “a meeting of members” means either an annual meeting, general or special meeting, as described in sections 8.01-8.03 of the By-laws.

Quorum

3.02 The quorum for the transaction of business at any meeting of the board is a majority of the number of directors.

Director Qualifications

3.03 A person cannot be a director if that person:

(a) is less than 18 years of age;

(b) is of unsound mind and has been so found by a court of law;

(d) is bankrupt;

(e) is in arrears with respect to payment of housing charges; or

(f) no more than one member from each residential unit can serve on the board at one time.

Directors Must be Members

3.04 A director must be a member of the Co-operative.

Election and Term

3.05 Directors are elected by members

(a) Directors are elected by secret ballot at the first meeting of members and at each subsequent annual meeting of members. The candidates for director who receive the highest number of votes cast are declared elected until all vacancies are filled.

Terms of office

(b) Directors are elected to two (2) year terms at each subsequent meeting of members to replace directors whose terms have expired or to fill vacancies on the board. No director can serve for more than three (3) consecutive two-year terms.

Nominating Candidates for Director

3.06 Candidates for director may be nominated both by a nominating committee appointed by the board, if any, before the meeting of members, or at the time of the meeting of members by any member present. For clarity, members may declare their own candidacy.

Tie Votes

3.07 In the case of a tie among candidates on the first ballot, those candidates’ names must be submitted to a second ballot organized by the chairperson of the meeting. The same rule applies to subsequent ballots that must be held in the event of a tie.

Ceasing to Hold Office

3.08 A director ceases to hold office when the director:

(a) dies or resigns;

(b) ceases to be a member by withdrawal or termination of membership;

(d) per by-law 3.03, is disqualified from being a director; or

(e) is absent from three (3) consecutive regular meetings of the board, unless in the opinion of the other directors one or more of the absences were justified.

Removal of Directors by Members

3.09 Subject to the Act, the members may by ordinary resolution remove any director from office at a special meeting convened for that purpose. The vacancy created by such removal may be filled by ordinary resolution of the members present at the same special meeting. If not so filled, the directors must call another special meeting, in accordance with the Act.

Vacancies

3.10 Subject to section 194 of the Act,

Vacancy where board can meet quorum

(a) If the board can meet quorum and a vacancy on the board arises, the directors may either fill the vacancy by ordinary resolution or continue to run the board without filling the vacancy.

Vacancy where the board cannot meet quorum

(b) If the board cannot meet quorum, or if the vacancy resulted from a failure of the members to elect the required number of directors, the board must call a special meeting of members to fill the vacancy. If the board fails to call the special meeting or if there are no directors, any member may call the special meeting.

Limited term of the replacement director

(c) A person who fills a vacancy on the board may only serve the balance of the term of the director whose departure created the vacancy.

Exercise of Authority

3.11 Resolutions

(a) The board may exercise the powers of the Co-operative, including the borrowing of money, and the provision of security for such borrowing, by passing ordinary resolutions at their meetings.

Vacancies

(b) In the case of a vacancy, the remaining directors of the board may exercise the powers of the Co-operative so long as there is a quorum at their meetings.

Resolutions in Writing

3.12 An ordinary or special resolution of the board must be in writing and the decision must be recorded in the minutes of the Co-operative.

Meetings by Telephone or Other Electronic Means

3.13 Directors may participate in committee or board meetings by telephone, electronic or other means. All participants, however, must be able to communicate adequately with each other. Directors participating in such meetings are deemed to be present at the meetings.

Time and Place of Meetings

3.14 Board meetings must be held in Manitoba at a time and place of the board’s choosing.

Notice of Meeting

3.15 The board may meet on such notice as the board may determine. A director may waive any notice requirement. This by-law is subject to section 200 of the Act.

Regular Meetings

3.16 The board may set a day, time and place for regular meetings of the board. A notice to that effect must be given to each director. Subject to the Act, no other notice is required.

Chairperson

3.17 The chairperson of any meeting of the board is the president or vice-president. Another director may be appointed chairperson by the directors at the meeting.

Conflict of Interest

3.18 A director or officer who has a conflict of interest as described in section 207 of the Act must declare their conflict of interest in accordance with that section. The following rules apply:

(a) All officers, directors or committee members must carry out their duties honestly, in good faith and in the best interests of the Co-operative rather than in their own best interest.

(b) Directors and officers serve without payment of any kind. However, they may be reimbursed for travel or other expenses while doing business for the Co-operative. The board must authorize these expenses. Directors and officers cannot receive compensation for lost income while doing business for the Co-operative.

(d) A conflict of interest can happen when a director, officer or committee member

makes or takes part in a decision affecting the Co-operative’s affairs; and
has a financial or other interest in, or gets a benefit from, the result of that decision which the rest of the Co-operative members do not have, or which only a few members have.

(e) When a director has or may have a conflict of interest, save in the case of all members of the board being in a conflict of interest as outlined in by-law 3.18(f):

The director must immediately declare the conflict of interest, either in writing or at the board meeting considering the matter.

If a director does not declare a conflict of interest, but another director is aware of one, the other director must bring it up at a meeting.
The board then decides whether there is a conflict of interest. The declaration and the decision of the board must be recorded in the minutes.

If there is a conflict of interest, the director must not be present while the matter is discussed and cannot vote on the matter.

(f) In the event that all members of the board are in a conflict of interest, such as in the matter of determining housing charges, members of the board can take part in making a decision in this regard, provided always that their decision takes into consideration the long term viability of the Co-operative and in particular the provisions of by-laws 7.01 and 7.02

Insurance

3.19 The board must purchase and maintain general property and liability insurance sufficient to protect the Co-operative from losses or third party liability claims. The board may require members or occupants of units owned or controlled by the Co-operative to purchase personal property and liability insurance.

Section Four

COMMITTEES AND OFFICERS

Committees of Directors

4.01 The board may appoint committees of directors (minimum of three (3) directors per committee) whose members hold office at the will of the board. The board must determine the functions and duties of each committee. However, the committee may set out its own procedure in accordance with the Act.

Officers

4.02 The officers of the Co-operative include the president, vice-president, secretary, treasurer and any other officers as determined by the board. The board shall choose from within their number the directors who will be these officers and may specify the term, duties and powers of the officers to manage the business and affairs of the Co-operative.

Committees

4.03 The board may assign duties and responsibilities to committees that are not inconsistent with the Act.

The board appoints committee members

(a) The board may, by ordinary resolution at a board meeting, appoint committees of members (minimum of three (3) members per committee) for the purpose of:

assisting the board with ongoing tasks;
meeting the requirements of the by-laws or policies;
meeting a need identified by the board; or
meeting a need identified by members.

Liaison with the board

(b) Committees perform tasks assigned by the board so must maintain close links with the board.

When a committee is formed, the board decides if it will be a standing or ad hoc committee. Standing committees are expected to function indefinitely while ad hoc committees disband after completing an assigned task.
Subject to the following exceptions, any committee, whether standing or ad-hoc, can be chaired by any member or director appointed by the board. The Membership Committee and the Member Relations Committee must not be chaired by a director of the co-op.
The members of ad hoc committees may select one of their number as chair. The board will appoint a director to each committee for a one (1) year term to serve as a liaison.
The Membership Committee and Member Relations Committee may select one of their number as chair. These committees will only report to the board in writing, unless the chair of the committee is invited or requests to speak at a board meeting.

Committee terms of reference

The board will appoint members of standing committees from a list of members who have expressed their willingness to serve. Appointments will be for a one (1) year term, renewable by mutual agreement.
The chair of a standing committee may appoint additional co-op members to the committee, and advise the board of their names.
Members of ad hoc committees may be appointed by the committee chair, without board notification.
Following each AGM, the board will meet with representatives of all active committees to review their mandate and terms of reference, and approve any changes in membership.

Financial authority

(d) All committees are accountable to the board. A committee must have the authority from a by-law, a motion passed by the board, or from a budget approved by the membership to:

spend any money
authorize any expense
enter into any contract, or
commit the co-op to any action.

Reporting requirements

(e) Committees must report on their activity to the board and the co-op membership.

All standing committees must keep records of their meetings and forward these to the board secretary before the next regular board meeting. The board will decide if the information will be distributed more widely.
Prior to each membership meeting, each standing committee must prepare a written report on its activities. This will be circulated to members and time will be allowed at the meeting for questions.
Ad hoc committees must give a brief update on their activities prior to each board meeting, and provide a written report when their assigned task is completed. The board will decide how this report is distributed to members.

Section Five

DUTY OF CARE AND INDEMNITY OF DIRECTORS AND OFFICERS

Duty of Care of Directors and Officers

5.01 Directors and officers of the Co-operative must:

(a) act honestly and in good faith with a view to the best interests of the Co-operative; and

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Indemnity

5.02 Subject to the Act, the Co-operative must indemnify directors and officers, former directors and officers, and persons who undertake or have undertaken any liability on behalf of the Co-operative, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by them in any proceeding to which they are made a party by reason of being or having been directors or officers of the Co-operative, if:

(a) they acted honestly and in good faith with a view to the best interests of the Co-operative; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing that their conduct was lawful.

Dissent

5.03 Directors are deemed to have consented to any resolution passed or action taken at a meeting of the board or a committee of the board unless they record their dissent within the time and in the manner provided by subsection 213(1) of the Act.

The following is an excerpt from The Cooperatives Act of Manitoba.

213(1)

A director of a cooperative who is present at a meeting of its directors or of a committee of its directors is deemed to have consented to any resolution passed or action taken at the meeting, unless

(a) the director’s dissent from the resolution or action is entered in the minutes of the meeting or the director requests that the dissent be entered in the minutes;

(b) the director sends a written dissent from the resolution or action to the secretary of the meeting before the meeting is adjourned; or

(c) the director sends a written dissent from the resolution or action by registered mail or delivers it to the registered office of the cooperative immediately after the meeting is adjourned.

Loss of right to dissent

213(2)

A director of a cooperative who votes for or consents to a resolution or action is not entitled to dissent under subsection (1) from the resolution or action.

Dissent of absent director

213(3)

A director of a cooperative who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented to the resolution or action unless within seven days after becoming aware of the resolution or action the director

(a) causes the director’s dissent in writing from the resolution or action to be placed with the minutes of the meeting; or

(b) sends the director’s dissent in writing from the resolution or action by registered mail or delivers it to the registered office of the cooperative.