NUC Bylaws

BE IT ENACTED as a by-law of New University Cooperative (the "Cooperative") as follows:

1. GENERAL

1.1. Head Office: The head offices of Cooperative shall be located at Tatamagouche, Nova Scotia and St.Anthony, Newfoundland and at such place therein as the directors may from time to time determine.

1.2. Seal: The corporate seal of the Cooperative shall have inscribed thereon the words "NEW UNIVERSITY COOPERATIVE” and the seal impressed in the margin of these by-laws is hereby adopted as the corporate seal of the Cooperative.

1.3. Objects: The Cooperative's primary object is to provide accessible, challenging and vigorous interdisciplinary education focused on academic and applied knowledge in the context of civil transformation, particularly in the areas of ecological sustainability and social justice.

1.4. Canada Cooperatives Act: The affairs of the Cooperative will be governed by and conducted in accordance with the Canada Cooperatives Act of Canada (the "Act"). Certain provisions of that Act relate to various matters not dealt with in the by-laws of the Cooperative and should be consulted where appropriate. If any conflict arises between the mandatory provisions of the Act and the by-laws of the Cooperative, such provisions of the Act shall govern.

1.5. Records: Copies of the following documents shall be kept at the head offices of the Cooperative:

1.5.1. the Canada Cooperatives Act and Regulations;

1.5.2. the Articles of Incorporation;

1.5.3. all by-laws;

1.5.4. a register of members and security holders in which is set out the information required by the Act (section 114, paragraph 3);

1.5.5. a register of directors in which is set out the names and resident addresses while directors, including the street and number, if any, of all persons who are or who have been directors of the Cooperative with the several dates on which they have become or ceased to be directors;

1.5.6. all accounting books and documents (section 114, paragraph 5 of the Act);

1.5.7. the minutes of all meetings of members, directors and any executive or other committee; and

1.5.8. a register of transfers of securities.

These records shall be available for examination by any director and, with the exception of accounting records and minutes of proceedings at meetings of directors and any committee, by members and creditors or their agents or personal representatives during normal business hours for purposes consistent with the good faith exercise of membership rights and responsibilities in the Cooperative.

2. MEMBERSHIP

2.1. Qualifications for Membership:
Members include (2.1.1) employees of the Cooperative, (2.1.2) students of the Cooperative, (2.1.3) non-profit organizations working in solidarity with the Cooperative and (2.1.4) members of the public who support the objects of the Cooperative.

2.1.1. Employees of the New University:
The board of directors may admit as a member in the Cooperative a person who:
a. is an employee of the Cooperative;
b. supports the objects of the Cooperative as set forth in the Articles of Incorporation;
c. has performed a number of hours of work for the Cooperative in an amount of weeks as specified by the membership at an annual general meeting; and;
d. has executed an employment contract in the form attached as Schedule "A".

2.1.1.1. Employment Requirements: All permanent full-time employees must be members of the Cooperative. An employee is not a permanent full-time employee if:
a. the employee is employed for a probationary period as specified by the membership at an annual general meeting;
b. the employee is employed under a contract for a length of time as specified by the membership at an annual general meeting; or
c. the employee's regular hours of work are of an amount as specified by the membership at an annual general meeting; or
d. the employee is employed under an internship or co-op work placement as specified by the membership at an annual general meeting.

2.1.1.2. Non-Members on Contract: The Cooperative shall not contract out work normally performed by its members to non-members or non-employees, for a period of time in any fiscal year as specified by the membership at an annual general meeting, without the prior approval of the board. Internship and co-op work placements can work on a contract basis for a length of time as specified by the membership at an annual general meeting.

2.1.1.3. Application for Membership: Once the probationary employee has worked for a length of time for the Cooperative as specified by the membership at an annual general meeting, she or he must apply for membership in the Cooperative. Interns and co-op placement employees can apply to become members, provided it meets the length of time as specified by the membership at an annual general meeting. Application for membership in the Cooperative shall be in writing to the board of directors. The Cooperative shall provide application forms for this purpose.

2.1.1.4. Disposition of Application: Upon application for membership, the board of directors shall decide whether to:

a. accept the application, in which case the probationary employee will become a full member as soon as she or he meets all the membership qualifications as set forth in paragraph 2.1; or
b. reject the application, in which case the probationary employee's employment with the Cooperative:
i. will be terminated at a time set by the board; or
ii. may be continued for a maximum, fixed term as specified by the membership at an annual general meeting, at the sole discretion of the board.

Under no circumstances shall the probationary employee continue to work in the Cooperative if she/he has not met the qualifications for membership or her or his application for membership has been rejected.

2.1.2. Students of the New University:
The board of directors may admit as a member in the Cooperative a person who:

e. is registered as a student at the Cooperative;
f. contributes financially and/or in-kind to the Cooperative;
g. supports the objects of the Cooperative as set forth in the Articles of Incorporation; and,
h. has enrolled in a number of courses of the New University in an amount of weeks as specified by the membership at an annual general meeting;

2.1.2.1. Application for Membership: Once a student has been registered as student for a length of time as specified by the membership at an annual general meeting, she or he must apply for membership in the Cooperative. The Cooperative shall provide application forms for this purpose.

2.1.3. Non-profit organizations working in solidarity with the New University:
The board of directors may admit as a member in the Cooperative an organization that:
i. works in solidarity with the Cooperative;
j. supports the objects of the Cooperative as set forth in the Articles of Incorporation; and,
k. contributes financially and/or in-kind to the Cooperative;

2.1.3.1. Representative: All organizations that are members of the Cooperative shall appoint at an Annual General Meeting of their organization a person to represent their organization at the Cooperative membership meetings.

2.1.4. Members of the Public supporting the aims of the New University:
The board of directors may admit as a member in the Cooperative a person who:
l. supports the objects of the Cooperative as set forth in the Articles of Incorporation;
m. has provided financial and/or in-kind support of the Cooperative;
n. has attended one Annual General Meeting of the Cooperative; and,
o. has paid a membership fee as determined by the membership at an annual general meeting.

2.2. Benefits of Membership: Members shall enjoy the following rights of membership:
2.2.1. the right to vote at the annual and special meetings of members;
2.2.2. the right to study/work at the New University according to the membership categories; and
2.2.3. rights of members otherwise set out in the Act, the articles and the by-laws of the Co-operative.

2.3. Transfer of Membership: Membership shall not be transferable.

2.4. Withdrawal: A member of the Cooperative may withdraw from membership by giving to the Secretary notice within a length of time as specified by the membership at an annual general meeting of her/his intention to withdraw.

A worker-member may only withdraw from membership if she/he also terminates her/his employment effective the same date.

2.5. Expulsion: A member of the Cooperative may be expelled from the membership by the directors in accordance with section 66 of the Act, if she or he no longer meets the membership qualifications. Persons who have not met the work requirements due to work shortages or because the Cooperative has not been in operation long enough, may retain membership, subject to approval of the board of directors and provided her/his employment is not terminated.

2.6. Statement of Non-discrimination: The Cooperative shall not discriminate on the basis of race, ability, age, sex, sexual preference, religion, or national origin when considering a person for membership.

3. MEETINGS OF MEMBERS

3.1. Annual Meetings: The annual meeting of the members shall be held within six months of the fiscal year end, and within fifteen months of any previous annual meetings. The date, time, and location of the annual meeting shall be fixed by the board of directors. The annual meeting shall be held for the purpose of electing the directors, receiving the financial statements and any auditor's report thereon, and the transaction of any other business that may properly be brought before an annual meeting of the members.

3.2. Special Meetings: Other meetings of the members may be called by order of the directors, or by written application of five percent of the members in accordance with the Act, at any time and at any place within Canada, and the Secretary shall send the requisite notice of such meeting to members of the Cooperative.

3.3. Business Transacted: At the meeting of the members called under paragraph 3.2, only the business stated in the notice calling such a meeting may be transacted.

3.4. Notice of Meetings: A written notice of each annual or special membership meeting stating the time, place and purpose shall be posted in the place of business and shall be given by the Secretary at least ten days but no more than fifty days before the meeting, to each member either:
a. in person;
b. by leaving the notice at the member's residence or usual workplace; or
c. by mailing it to the member's address as shown in the records of the Cooperative; or
d. by email

Each member shall notify the Cooperative of her or his current mailing address. Any members who do not respond within five days of the meeting will be contacted by phone by the secretary or a designated member to undertake this task.

3.5. Invalidation of Proceedings: When notice is received generally by the members, the accidental omission to give notice to any member thereof or the non-receipt of any notice by any member thereof shall not invalidate any resolution passed or any proceedings taken at such meeting.

3.6. Waiver of Notice: Notwithstanding anything contained in these by-laws, no notice of any annual or other meetings of the members shall be necessary:
a. where all the members entitled to vote at such a meeting are present in person, and in the case of an annual meeting, consent to the transaction of the business, or in the case of any other meeting, consent to the transaction of the business for which such meeting is being held; or
b. where all members entitled to vote at such meeting who are not present either before or after the meeting waive in writing notice of the meeting, or in the case of a meeting other than the annual meeting, notice of the meeting and the purpose for which it is being held.

3.7. One Member-One Vote: Each member at the time of a meeting is entitled to one and only one vote on any matter requiring membership voting.

3.8. Non-Voting members: The membership as specified at an annual general meeting may designate members or certain categories of membership as non-voting members.

3.9. No Proxies: Voting by proxy shall not be permitted.

3.10. Voting: Normally, questions arising at any meeting of the members shall be decided by consensus. Where the meeting cannot reach consensus, a member may make a special motion requiring the main motion to be decided by a majority of two-thirds. This special motion, which must have a seconder, may not be debated and must itself have a majority of two-thirds.

3.11. Quorum: A quorum for any meeting of the members shall be a minimum number of members as determined by the membership at an annual general meeting, or 51% of the members. No business shall be transacted at any meeting unless the quorum requisite be present.

3.12. Absence of Quorum: If at any meeting of the members, other than requisitioned meetings, a quorum is not present within thirty minutes of the time for which the meeting is called, the presiding officer shall adjourn the meeting to a date not less than fifteen and not more than thirty days thereafter. Notice of the reconvened meeting shall be given by the Secretary at least five days previous to the date of the meeting. The decisions of the reconvened meeting shall be binding upon the Cooperative provided that the number of members which is the greater of two or twenty-five percent of the membership, is present. In the case of a requisitioned meeting of the members, if a quorum is not present within thirty minutes of the time for which the meeting is called, the meeting shall be dissolved.

3.13. Presiding Officer: The Facilitator(s) or other designee(s), as determined by the board of directors, shall preside at membership meetings. However, if at a meeting the board's designee(s) is not present within fifteen minutes after the time appointed for the holding of the meeting, the members present shall choose a person from their number to be the facilitator, provided a quorum is present.

4. BOARD OF DIRECTORS

4.1. Powers: The business of the Cooperative shall be under the direction and control of a board of directors who may exercise all such powers and may do all such acts and things as may be exercised or done by the Cooperative and are not by the by-laws of the Cooperative or by statute expressly directed or required to be done by the Cooperative at a meeting of the members.

4.2. Qualifications: The qualifications of each director shall be that she/he be at least 16 years of age, that she/he be a member of the Cooperative.

4.3. Election and Size: The board of directors shall consist of a minimum of three and a maximum of fifteen directors, who shall be elected for a term of three years arranged so that 50% of the directors are elected each year. Directors shall be eligible for re-election upon completion of their term.

4.4. Tenure: Except as otherwise provide by law, by the articles, or by these by-laws, directors shall hold office until their successors are elected. Directors shall serve for a maximum of two consecutive terms.

4.5. Nominations: At a meeting where directors are to be elected, the meeting, before nominations are called for, shall choose its facilitator for the purpose of conducting the elections. Nominations shall be on an individual basis and the facilitator shall not accept a blanket motion to elect directors until after nominations have been closed.

4.6. Election Every member entitled to vote at an election of directors, if she/he votes, shall cast thereat a number of votes equal to the number of directors to be elected, and the member shall distribute the votes among the candidates in such a manner as she/he sees fit, but no candidate shall receive more than one vote from each member.

4.7. Vacation of Office: The office of a director shall be vacated:
a. if she/he ceases to have the necessary qualifications for office;
b. if she/he is absent without leave of the directors for three consecutive regular meetings of the directors;
c. if by notice in writing to the Cooperative she/he resigns her/his office, or
d. if by resolution passed by a two-thirds majority of the votes cast at a meeting of the members called for that purpose, she/he is removed from office.

4.8. Vacancy: Whenever any vacancy occurs on the board of directors, provided a quorum of directors remains in office, the directors may appoint a director to fill such vacancy, to serve for a term ending on the date of the next annual general meeting.

4.9. Meetings of Directors: Regular meetings of the directors shall be held as often as the business of the Cooperative may require but in any event not less than every three months.

4.10. Place of Meeting and Notice: Meetings of the directors may be held either at the head office of the Cooperative or elsewhere as the directors from time to time may determine. A meeting of the directors may be convened by the Facilitator or the majority of directors at any time. Notice of such meeting shall be delivered, or mailed, or emailed, or faxed, or telephoned to each director not less than ten days (exclusive of the day on which notice is delivered, mailed, faxed or telephoned, but inclusive of the day for which the notice is given) before the meeting is to take place; provided meetings of the directors may be held at any time without formal notice if all the directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or notice thereof may be waived by a director.

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

4.11. Quorum: A majority of the number of directors authorized shall constitute a quorum at any meeting of the directors but no business shall be transacted unless a majority of the quorum are resident Canadians.

4.12. Voting: Normally, questions arising at any meeting of the board of directors shall be decided by consensus. Where a meeting cannot reach a consensus, a director may make a special motion requiring the main motion be decided by a majority of two thirds of the directors present. The motion, which must have a seconder, may not be debated and must itself have a majority of two thirds of the directors present.

4.13. Remuneration: The directors shall serve without remuneration for their work as directors. However, the directors may be entitled to be reimbursed for traveling and other expenses properly incurred by them in attending meetings of the board or any committee thereof or incurred by them as directors in connection with the business of the Cooperative. Nothing herein contained shall preclude any director from serving the Cooperative in any other capacity and receiving remuneration therefor.

4.14. Executive Committee: Where the number of directors is more than six, the directors may elect from among their number an executive committee consisting of not fewer than three of whom a majority shall be resident Canadians, and may delegate to the executive committee any powers of the board of directors, subject to the restrictions, if any, imposed from time to time by the directors.

4.15. Quorum: A majority of the executive committee shall constitute a quorum but no business shall be transacted unless a majority of the quorum are resident Canadians.

5. OFFICERS

5.1. Election and Appointment: The directors shall annually or as often as may be required, elect a (co)Facilitator(s), and elect or appoint a (co)Vice-Facilitator(s), a (co)Secretary(ies), a (co)Treasurer(s). None of the said officers, except the (co)Facilitator(s), need be a member of the board of directors, although it is preferable if such is the case. Any two of the aforesaid offices may be held by the same person, except those of the Facilitator and Vice-Facilitator. In the case and whenever the same person holds the office of Secretary and Treasurer, she/he may, but need not be known as the Secretary-Treasurer. A vote of the majority of the directors shall be necessary for the election of the said officers. The directors may from time to time elect or appoint such other officers and agents as they shall deem necessary who shall have such authority and shall perform such duties as the directors from time to time shall prescribe.

5.2. Remuneration and Removal: The remuneration of all officers elected or appointed by the directors shall be determined from time to time by special resolution of the members. The fact that any officer or employee is a director or member of the Cooperative shall not disqualify her/him from receiving remuneration as may be determined. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the directors at any time, with or without cause, provided that a consensus, or failing consensus that two-thirds majority, of the directors shall vote in favour thereof.

5.3. Delegation: In the case of the absence or inability to act of the Facilitator, Vice-Facilitator or any other officer of the Cooperative or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being, provided that a majority of directors concur therein.

5.4. Duties of Facilitator: The (co)Facilitator(s) shall, if present, preside at all meetings of members and directors. She/he shall sign all instruments which require her/his signature and shall perform all duties incident to her/his office and shall have such other powers and duties as may from time to time be assigned to her/him, by the directors.

5.5. Duties of Vice-Facilitator: In the absence or disability or refusal to act of the (co)Facilitator(s), the (co)Vice-Facilitator(s) shall be vested with all the powers and she/he shall perform all the duties of the Facilitator.

5.6. Duties of Secretary: The Secretary shall issue or cause to be issued notices for all meetings of the members and directors when directed to do so, and shall keep or cause to be kept all records required by paragraph 1.5 of these by-laws. She/he signs with the Facilitator or other signing officer or officers of the Cooperative such instruments as require her/his signature and shall perform such other duties as the terms of her/his engagement call for or the directors may from time to time require of her/him.

5.7. Duties of Treasurer: The Treasurer or some other officer specifically charged with the duty shall have the care and custody of all the funds and securities of the Cooperative and shall deposit the same in the name of the Cooperative in such credit union(s), bank(s), or with such depository(ies) as the directors may direct. She/he shall keep or cause to be kept proper accounting records in accordance with the Act. She/he shall at all reasonable times exhibit her/his books and accounts to any director upon application at the office of the Cooperative during business hours. She/he shall sign or countersign such instruments as require her/his signature and shall perform all duties incident to her/his office or that are properly required of her/him by the directors. She/he shall be required to give such bond as directors in their uncontrolled 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 Cooperative to receive any indemnity thereby provided.

5.8. Vacancy: If one or more of the offices of the (co)Facilitator(s), (co)Vice-Facilitator(s), (co)Secretary(ies) or (co)Treasurer(s) shall become vacant by reason of death, resignation, disqualification or otherwise, the directors by resolution may elect or appoint an officer to fill such vacancy.

5.9. Reports: The board shall require the (co)Facilitator(s), the (co)Secretary/Treasurer(s), and/or other officers or directors to submit financial statements and other reports in such form and at such frequency as the board may require from time to time, or as directed by the membership at an annual general meeting.

6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

6.1. Indemnity: Every director and officer of the Cooperative and his/her heirs, executors, administrators and other legal personal representatives shall be indemnified and saved harmless by the Cooperative from and against,
a. any liability and all costs, charges and expenses that she/he sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against her/him for or in respect of anything done or permitted by her/him in respect of the execution of the duties of office; and
b. all other costs, charges and expenses that she/he sustains or incurs in respect of the affairs of the Cooperative.

6.2. Limitation of Indemnity: No director or officer of the Cooperative shall be indemnified by the Cooperative in respect of any liability, costs, charges or expenses that she/he sustains or incurs in or about any action, suit or other proceeding as a result of which she/he is adjudged to be in breach of any duty or responsibility imposed upon her/him under the Act or under any other statute unless, in an action brought against her/him in her/his capacity as director or officer, she/he has achieved complete or substantial success as a defendant.

6.3. Insurance: The Cooperative may purchase and maintain insurance for the benefit of its directors and officers, except insurance against a liability, cost, charge or expense of the director or officer incurred as a result of a contravention of the standard of care required of officers and directors by the Act.

7. AUDITORS

7.1. Appointment and Remuneration: The members at each annual meeting shall appoint an auditor, when it is required by the Act, who is familiar with Cooperative accounting and practice. The auditor when appointed shall hold office until the next annual meeting, and if an appointment is not made, the auditor in office shall continue until a successor is appointed. The remuneration of the auditor shall be fixed by the directors.

7.2. Access to Books and Information: The auditor shall at all reasonable times have access to the books, accounts and vouchers of the Cooperative and may require from the directors and officers such information and explanations as may be necessary for the performance of her/his duties.

7.3. Report: The auditor, if required by the Act or the Treasurer, shall make a report to the members on the financial statements to be laid before the Cooperative at each annual meeting during her/his term of office and shall state in her/his report whether in her/his opinion the financial statement referred to therein presents fairly the financial position of the Cooperative and the results of its operation for the period under review.

8. CHEQUES, DRAFTS AND NOTES

8.1. All cheques, drafts or other orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons whether or not officers of the Cooperative and in such manner as the directors may from time to time designate.

9. CUSTODY OF SECURITIES

9.1. All shares and securities owned by the Cooperative shall be placed for safe keeping (in the name of the Cooperative) preferably with a credit union, chartered bank or trust company or with such other corporation as may be determined from time to time by the directors.

10. EXECUTION OF INSTRUMENTS

10.1. Execution of Instruments: Contracts, documents or instruments in writing requiring the signature of the Cooperative may be signed by any 2 of the directors, officers and/or staff members who have been given signing authority by the directors. All contracts, documents and instruments in writing so signed shall be binding upon the Cooperative without any further authorization or formality. The directors shall have power from time to time by resolution to appoint any officer or officers, person or persons to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing on behalf of the Cooperative.

10.2. Seal: The seal of the Cooperative shall be in the custody of the Secretary and may when required, be affixed by her/him or by any officer or officers, person or persons appointed by resolution of the directors to contracts, documents and instruments in writing signed as aforesaid.

11. FISCAL YEAR

11.1. The financial or fiscal year of the Cooperative shall terminate on the last day of December in each year.

12. DISSOLUTION

12.1. In the event of dissolution of the Cooperative, or upon its conversion to another business form, after payment of all debts and liabilities of the Cooperative, the remaining property of the Cooperative shall be distributed to some other organization(s) in Canada having objects similar to those of the Cooperative or disposed of to the Canada Cooperative Association, or if it does not exist, such federation of cooperatives, and in all cases as shall be identified by a Special Resolution of the Cooperative.

13. NOTICES

13.1. Signatures: The signatures to any notice to be given by the Cooperative may be written, stamped, typewritten or printed.

13.2. Method of Giving: Any notice may be given by the Cooperative to any member or director either personally, by facsimile, or by electronic mail, or by sending it through the post in a prepaid envelope or wrapper or by telegraph addressed to such member or director at her/his address as same appears in the books of the Cooperative or if no address be given therein then to the last address of such member or director known to the Secretary.

13.3. More Than One Name: All notices with respect to any shares or loans registered in more than one name shall be given to whichever of the persons is named first in the books of the Cooperatives and notice so given shall be sufficient notice to all holders of such share or loan.

13.4. Transfer of Loans: Every person who by operation of law, transfer or by other means whatsoever shall become entitled to any share or loan shall be bound by every notice in respect of such share or loan which previous to her/his name and address being entered on the books of the Cooperative was duly given to the person from whom she/he derives her/his title to such share or loan.

13.5. Where Member is Deceased: Any notice or document delivered or sent by post or left at the address of any member as the name appears in the books of the Cooperative shall, notwithstanding that such member be then deceased, and whether or not the Cooperative has notice of her/his decease, be deemed to have been duly served in respect of the share or member loan whether held solely or with other persons by such member until some other person be entered in her/his stead in the books of the Cooperative as the holder or one of the holders thereof and such service shall for all purposes be deemed as sufficient service of such notice or document on her/his heirs, executors or administrators and on all persons, if any, interested with her/him in such shares or loans.

13.6. Certificate of Secretary: A certificate of the Secretary or other duly authorized officer of the Cooperative in office at the time of the mailing of the certificate, as to facts in relation to the mailing and delivery of any notice to any member, director or officer or publication of any notice shall be conclusive and binding on every member, director or officer of the Cooperative as the case may be.

14. AMENDMENTS

14.1. Neither these by-laws nor any by-laws to amend these by-laws are effective until they are passed by the directors and confirmed, with or without variation, according to the decision-making process outlined in section 3 at a general meeting of members of the Cooperative duly called for that purpose.

15. INTERPRETATION

15.1. In all by-laws of the Cooperative, the singular shall include the plural and the plural the singular; the masculine shall include the feminine and the feminine the masculine; the word "person" shall include firms and corporations; the word "Act" shall mean the Canada Cooperative Act, 1998 and any Act that may be substituted therefore or as from time to time amended. Whenever 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.

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2) New U COOP DRAFT BYLAWS WITH INTRODUCTORY COMMENTS

You will find below draft bylaws to be used to incorporate the New U as a cooperative. The language used is often standard legalize so don't freak out. Also some formatting is lost - if you wish the word document, just email me wwolfvan@yahoo.com)

Notes of explanation:

WHY A COOP FOR THE NEW U

What is a Co-operative?
A co-operative is an enterprise that is jointly owned by the members who use its services. All members of a co-op are equal decision makers in the enterprise, using a democratic system of one-member, one-vote. In turn, all members share the benefits of co-operation, based on how much they use the co-operative's service.

General benefits of coops
- Democratically controlled enterprises designed to meet social and economic needs of members
- Proven tool for mutual self-help, allowing people to work together towards common goals, in turn building social cohesion by promoting inclusion, trust and equity
- Builds local leadership and management skills
- Undertakes local social development activities, providing goods and services otherwise unavailable to community

Type of coop
- Multi-stakeholder coop serving needs of different stakeholder groups: students, staff, educators, investors, organizations, individuals
- Service coop providing educational services to members, owned by users and providers of services
- Non-profit coop
- Incorporate federally – Canada Co-operatives Act – needs place of business in at least 2 provinces (Quebec & BC) OR can incorporate provincially and this coop can then also operate in all other provinces: provincial coop legislation appears to be easier to understand and work with, and there are provincial coop councils to assist your coop
- Charitable coop – seek charitable status

Funds
- Co-operative's start-up capital usually comes from member shares in the co-op
- Since non-profit, surpluses are put into reserve fund for future New U developments
- Assets: land, buildings, equipment
- Banking: credit union account
- Investment shares: allows individuals, organizations to contribute financially to the New U, they would have restricted voting rights

Websites for further general info on coops:
http://www.canadianworker.coop/english/index_e.html
http://coop.gc.ca/index_e.php?s1=info_coop&page=intro
http://coop.gc.ca/index_e.php?s1=guides&s2=kit&page=9
http://www.coopquebec.coop/mouvement/types/solidarite/
http://www.bcca.coop/pdfs/Co-opCharityLaw.pdf
http://www.ica.coop/

Bylaws of the New University Cooperative
(****will need to choose a name for the New U)

BE IT ENACTED as a by-law of New University Cooperative (the "Cooperative") as follows:

1. GENERAL

1.1. Head Office: The head offices of Cooperative shall be located at the Town of Arundel, Quebec and Tatamagouche, NS and at such place therein as the directors may from time to time determine.

1.5. Records: Copies of the following documents shall be kept at the head offices of the Cooperative:

1.5.1. the Canada Cooperatives Act and Regulations;

1.5.2. the Articles of Incorporation;

1.5.3. all by-laws;

1.5.4. a register of members and security holders in which is set out the information required by the Act (section 114, paragraph 3);

1.5.6. all accounting books and documents (section 114, paragraph 5 of the Act);

1.5.7. the minutes of all meetings of members, directors and any executive or other committee; and

1.5.8. a register of transfers of securities.

2. MEMBERSHIP

2.1.1. Employees of the New University:

The board of directors may admit as a member in the Cooperative a person who:
a. is an employee of the Cooperative;
b. supports the objects of the Cooperative as set forth in the Articles of Incorporation;
c. has performed at least 400 hours of work for the Cooperative in the last 26 weeks; and;
d. has executed an employment contract in the form attached as Schedule "A".

2.1.1.1. Employment Requirements: All permanent full-time employees must be members of the Cooperative. An employee is not a permanent full-time employee if:
a. the employee is employed for a probationary period of 1 year or less;
b. the employee is employed under a contract for a term of 2 years or less; or
c. the employee's regular hours of work are less than 15 hours per week; or
d. the employee is employed under an internship or co-op work placement of 1 year or less.

2.1.1.2. Non-Members on Contract: The Cooperative shall not contract out work normally performed by its members to non-members or non-employees, for a period greater than 4 months in any fiscal year, without the prior approval of the board. Internship and co-op work placements can work on a contract basis for a period of one year or less.

2.1.1.3. Application for Membership: Once the probationary employee has worked five months for the Cooperative, she or he must apply for membership in the Cooperative. Interns and co-op placement employees can apply to become members one month before the end of their term, provided it meets the minimum five months of work required. Application for membership in the Cooperative shall be in writing to the board of directors. The Cooperative shall provide application forms for this purpose.

2.1.1.4. Disposition of Application: Upon application for membership, the board of directors shall decide whether to:

a. accept the application, in which case the probationary employee will become a full member as soon as she or he meets all the membership qualifications as set forth in paragraph 2.1; or
b. reject the application, in which case the probationary employee's employment with the Cooperative:
c.
i. will be terminated at a time set by the board, no later than the end of the 24th month of employment; or
ii. may be continued for a maximum, fixed term of 6 months, at the sole discretion of the board.

2.1.2. Students of the New University:

The board of directors may admit as a member in the Cooperative a person who:

e. is registered as a student at the New University Cooperative;
f. contributes financially or in-kind to the Cooperative;
g. supports the objects of the Cooperative as set forth in the Articles of Incorporation; and
h. has enrolled in at least two courses of the New University in the last 26 weeks;

2.1.2.1. Application for Membership: Once a student has been registered as student for more then one year, she or he must apply for membership in the Cooperative. The Cooperative shall provide application forms for this purpose.

2.1.3. Non-profit organizations working in solidarity of the New University:

The board of directors may admit as a member in the Cooperative an organization that:

i. works in solidarity with the New University Cooperative;
j. supports the objects of the Cooperative as set forth in the Articles of Incorporation;
k. contributes financially or in-kind to the New University Cooperative;

2.1.3.1. Representative: All organizations that are members of the New University Cooperative shall appoint at an Annual General Meeting of their organization a person to represent their organization at New University Cooperative membership meetings.

2.1.4. Members of the Public supporting the aims of the New University:

The board of directors may admit as a member in the Cooperative a person who:

l. supports the objects of the Cooperative as set forth in the Articles of Incorporation;
m. has provided financial or in-kind support of the New University Cooperative; and;
n. has attended one Annual General Meeting of the New University Cooperative.

2.2. Benefits of Membership: Members shall enjoy the following rights of membership:

2.2.1. the right to vote at the annual and special meetings of members;
2.2.2. the right to study/work at the New University according to the membership categories; and
2.2.3. rights of members otherwise set out in the Act, the articles and the by-laws of the Co-operative.

2.3. Transfer of Membership: Membership shall not be transferable.

2.4. Withdrawal: A member of the Cooperative may withdraw from membership by giving to the Secretary 2 months notice of her/his intention to withdraw.

A worker-member may only withdraw from membership if she/he also terminates her/his employment effective the same date.

2.5. Expulsion: A member of the Cooperative may be expelled from the membership by the directors in accordance with section 66 of the Act, if she or he no longer meets the membership qualifications. Persons who have not met the work due to work shortages or because the Cooperative has not been in operation long enough, may retain membership, subject to approval of the board of directors and provided her/his employment is not terminated.

3. MEETINGS OF MEMBERS
3.1. Annual Meetings: The annual meeting of the members shall be held within 6 months of the fiscal year end, and within 15 months of any previous annual meetings. The date, time, and location of the annual meeting shall be fixed by the board of directors. The annual meeting shall be held for the purpose of electing the directors, receiving the financial statements and any auditor's report thereon, and the transaction of any other business that may properly be brought before an annual meeting of the members.

3.2. Special Meetings: Other meetings of the members may be called by order of the directors, or by written application of 5% of the members in accordance with the Act, at any time and at any place within Canada, and the Secretary shall send the requisite notice of such meeting to members of the Cooperative.

3.3. Business Transacted: At the meeting of the members called under paragraph 3.2, only the business stated in the notice calling such a meeting may be transacted.

a. in person;
b. by leaving the notice at the member's residence or usual workplace; or
c. by mailing it to the member's address as shown in the records of the Cooperative; or
d. by email

Each member shall notify the Cooperative of her or his current mailing address. Any members who do not respond within five days of the meeting will be contacted by phone.

3.6. Waiver of Notice: Notwithstanding anything contained in these by-laws, no notice of any annual or other meetings of the members shall be necessary:

a. where all the members entitled to vote at such a meeting are present in person, and in the case of an annual meeting, consent to the transaction of the business, or in the case of any other meeting, consent to the transaction of the business for which such meeting is being held; or
b. where all members entitled to vote at such meeting who are not present either before or after the meeting waive in writing notice of the meeting, or in the case of a meeting other than the annual meeting, notice of the meeting and the purpose for which it is being held.

3.7. One Member-One Vote: Each member at the time of a meeting is entitled to one and only one vote on any matter requiring membership voting.

3.8. No Proxies: Voting by proxy shall not be permitted.

3.9. Voting: Normally, questions arising at any meeting of the members shall be decided by consensus. Where the meeting cannot reach consensus, a member may make a special motion requiring the main motion to be decided by a majority of two-thirds. This special motion, which must have a seconder, may not be debated and must itself have a majority of two-thirds.

3.10. Quorum: A quorum for any meeting of the members shall be 51% of the members. No business shall be transacted at any meeting unless the quorum requisite be present.

3.11. Absence of Quorum: If at any meeting of the members, other than requisitioned meetings, a quorum is not present within thirty minutes of the time for which the meeting is called, the presiding officer shall adjourn the meeting to a date not less than seven and not more than 15 days thereafter. Notice of the reconvened meeting shall be given by the Secretary at least 5 days previous to the date of the meeting. The decisions of the reconvened meeting shall be binding upon the Cooperative provided that the number of members which is the greater of 2 or 25% of the membership, is present. In the case of a requisitioned meeting of the members, if a quorum is not present within 30 minutes of the time for which the meeting is called, the meeting shall be dissolved.

3.12. Presiding Officer: The Chair or other designee, as determined by the board of directors, shall preside at membership meetings. However, if at a meeting the board's designee is not present within 15 minutes after the time appointed for the holding of the meeting, the members present shall choose a person from their number to be the chairperson, provided a quorum is present.

4. BOARD OF DIRECTORS

4.2. Qualifications: The qualifications of each director shall be that she/he be at least 16 years of age, that she/he be a member of the Cooperative.

4.3. Election and Size: The board of directors shall consist of a minimum of 3 and a maximum of 15 directors, who shall be elected for a term of 3 years arranged so that 50% of the directors are elected each year. Directors shall be eligible for re-election upon completion of their term.

4.5. Nominations: At a meeting where directors are to be elected, the meeting, before nominations are called for, shall choose its chairperson for the purpose of conducting the elections. Nominations shall be on an individual basis and the chairperson shall not accept a blanket motion to elect directors until after nominations have been closed.

4.7. Vacation of Office: The office of a director shall be vacated:

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

b. if she/he is absent without leave of the directors for three consecutive regular meetings of the directors;

c. if by notice in writing to the Cooperative she/he resigns her/his office, or

d. if by resolution passed by a two-thirds majority of the votes cast at a meeting of the members called for that purpose, she/he is removed from office.

4.9. Meetings of Directors: Regular meetings of the directors shall be held as often as the business of the Cooperative may require but in any event not less than every three months.

4.10. Place of Meeting and Notice: Meetings of the directors may be held either at the head office of the Cooperative or elsewhere as the directors from time to time may determine. A meeting of the directors may be convened by the Chair or the majority of directors at any time. Notice of such meeting shall be delivered, or mailed, or emailed, or faxed, or telephoned to each director not less than 10 days (exclusive of the day on which notice is delivered, mailed, faxed or telephoned, but inclusive of the day for which the notice is given) before the meeting is to take place; provided meetings of the directors may be held at any time without formal notice if all the directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or notice thereof may be waived by a director.

4.15. Quorum: A majority of the executive committee shall constitute a quorum but no business shall be transacted unless a majority of the quorum are resident Canadians.

5. OFFICERS

5.1. Election and Appointment: The directors shall annually or as often as may be required, elect a Chair, and elect or appoint a Vice-Chair, a Secretary, a Treasurer. None of the said officers, except the Chair, need 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 Chair and Vice-Chair. In the case and whenever the same person holds the office of Secretary and Treasurer, she/he may, but need not be known as the Secretary-Treasurer. A vote of the majority of the directors shall be necessary for the election of the said officers. The directors may from time to time elect or appoint such other officers and agents as they shall deem necessary who shall have such authority and shall perform such duties as the directors from time to time shall prescribe.

5.2. Remuneration and Removal: The remuneration of all officers elected or appointed by the directors shall be determined from time to time by special resolution of the members. The fact that any officer or employee is a director or member of the Cooperative shall not disqualify her/him from receiving remuneration as may be determined. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the directors at any time, with or without cause, provided that a majority of the directors shall vote in favour thereof.

5.3. Delegation: In the case of the absence or inability to act of the Chair, Vice-Chair or any other officer of the Cooperative or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being, provided that a majority of directors concur therein.

5.4. Duties of Chair: The Chair shall, if present, preside at all meetings of members and directors. She/he shall sign all instruments which require her/his signature and shall perform all duties incident to her/his office and shall have such other powers and duties as may from time to time be assigned to her/him, by the directors.

5.5. Duties of Vice-Chair: In the absence or disability or refusal to act of the Chair, the Vice-Chair shall be vested with all the powers and she/he shall perform all the duties of the President.

5.6. Duties of Secretary: The Secretary shall issue or cause to be issued notices for all meetings of the members and directors when directed to do so, and shall keep or cause to be kept all records required by paragraph 1.5 of these by-laws. She/he signs with the Chair or other signing officer or officers of the Cooperative such instruments as require her/his signature and shall perform such other duties as the terms of her/his engagement call for or the directors may from time to time require of her/him.

5.8. Vacancy: If one or more of the offices of the Chair, Vice-Chair, Secretary or Treasurer shall become vacant by reason of death, resignation, disqualification or otherwise, the directors by resolution may elect or appoint an officer to fill such vacancy.

5.9. Reports: The board shall require the Chair, the Secretary/Treasurer, and/or other officers or directors to submit financial statements and other reports in such form and at such frequency as the board may require from time to time. (more info needed – allowable overlap of board members, sec/tres/chair/v-chair?)

6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

a. any liability and all costs, charges and expenses that she/he sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against her/him for or in respect of anything done or permitted by her/him in respect of the execution of the duties of office; and

b. all other costs, charges and expenses that she/he sustains or incurs in respect of the affairs of the Cooperative.

7. AUDITORS

8. CHEQUES, DRAFTS AND NOTES

9. CUSTODY OF SECURITIES

9.1. All shares and securities owned by the Cooperative shall be placed for safe keeping (in the name of the Cooperative) with a credit union, chartered bank or trust company or with such other corporation as may be determined from time to time by the directors.

10. EXECUTION OF INSTRUMENTS

11. FISCAL YEAR

11.1. The financial or fiscal year of the Cooperative shall terminate on the last day of December in each year.

12. DISSOLUTION

12.1. In the event of dissolution of the Cooperative, or upon its conversion to another business form, after payment of all debts and liabilities of the Cooperative, the remaining property of the Cooperative shall be distributed or disposed of to the Canada Cooperative Association., or if it does not exist, such federation of cooperatives as shall be identified by a Special Resolution of the Cooperative.

13. NOTICES

13.1. Signatures: The signatures to any notice to be given by the Cooperative may be written, stamped, typewritten or printed.

14. AMENDMENTS

15. INTERPRETATION

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