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Beneplan Employee Benefits Co-operative Inc.

“The Co-operative By-laws”

Preliminary

The Co-operative’s By-laws must respect the Co-operative Corporations Act (“the Act”) which can be found at http://www.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_90c35_e.htm The Co-operative is incorporated as a Co-operative without Share Capital under the Act.

1) Membership

a)  Membership is open to employers who are registered to conduct business in Canada and have completed the required application forms.

b)  To become a Member, an employer must submit an application for membership to the Co-operative Executive Officer who will submit all eligible applications to the Executive Committee of the Board of Directors on behalf of the Board of Directors (“the Committee”).  No employer shall become a Member until the employer’s application for membership has been approved by the Committee.   

c)  A Member is entitled to participate in all decisions made by the Co-operative and receive any balance of surplus as described below.

d)  Each Member is entitled to only one vote and to hold only one elected position.

e)  A Member in good standing is entitled to all the rights, benefits and privileges of Membership and to stand for any elected office in the Co-operative.  To remain in good standing, a Member must abide by these By-laws and any other policies the Co-operative may establish from time to time pursuant to these By-laws.

f)  A Member may withdraw from the Co-operative by giving the Executive Officer and Insurer 30 days’ WRITTEN notice.

g)  A Member who withdraws from the Co-operative is not entitled to recover their contributions to reserves.  At withdrawal, a member is liable for premiums billed but not paid as at the withdrawal date.

h)  Membership in the Co-operative shall not be transferable unless authorised by the Board.

i)  Membership in the Co-operative shall terminate upon the resignation of the Member from the Co-operative, on the dissolution of the Member’s business, or on the expulsion of the Member from the Co-operative by a unanimous resolution passed by the Board pursuant to the Act or as may also be prescribed from time to time by the Act.

2) Non-Member Participants

(a) Are employers that chose to participate in the Co-operative, agreeing to the bylaws of the Co-operative but choose not to be Members and as such eschew any voting rights

(b) Participants shall mean the Members of the Co-operative as well as Non-Members of the Co-operative.

3) Board of Directors

a)   The business of the Co-operative shall be managed by the Board, who may pay from its funds the expenses of the Co-operative and may exercise all its powers, subject to the Act and these By-laws.

b)  Directors must be a representative of Members in good standing, must be over the age of 18 and resident in Canada and no person who is related to an employee of the Co-operative to the extent that they would be a “related person” as defined in the Income Tax Act, RSC 1985, c1 (5th Supp) is eligible for nomination, election and appointment to the Board (spouse, parent, child, brother or sister of any employee and the spouse or partner of any such family Member).

c)  Directors in exercising their powers and performing their functions shall act honestly and in good faith and in the best interest of the Co-operative, and shall exercise the care, diligence and skill of reasonably prudent persons.

d)  Directors shall serve without compensation, but are entitled to receive any expenses they incur on behalf of the Co-operative, as approved by the Board of Directors.

e)  The Directors may cause the Co-operative to purchase and maintain insurance for the benefit of any person who is serving or has served as a Director, Officer, employee or agent of the Co-operative and the person’s heirs or personal representatives, against any liability incurred by the person as such Director, Officer, employee or agent.

f)  The number of Directors shall be twelve (12).

g) The length of the term for any Director, notwithstanding the special conditions surrounding the first Annual General Meeting (AGM) (subparagraph f)), shall be three years (3) years.  A Director’s term may be renewed by a vote of the Members..

h)  The first Directors shall be the persons so named in the Articles of Incorporation and shall hold office until the first AGM.

i)  At the first AGM,

i) one-third (4) of the Directors shall be elected for a one (1) year term;

ii)  one-third (4) of the Directors shall be elected for a two (2) year term;

iii)  one-third (4) of the Directors shall be elected for a three (3) year term.

j)  At subsequent AGMs, one-third of the Board positions shall be filled for a three (3) year term and any other vacancies on the Board shall be filled for lesser terms so that immediately after each election the remaining terms of the Directors will be three (3) years for one-third of the Board, two (2) years for one-third of the Board, and one (1) year for the remaining one-third of the Board.

k)  Directors hold office until the conclusion of the meeting to elect new Directors.

l)  Candidates for election to the Board shall be nominated by a nominating committee appointed by the Board at least thirty (30) days prior to the AGM.  Candidates may also nominate themselves or other members by sending a nomination sheet and resume to the Executive Officer at least 30 days before the AGM.

m)  Where a vacancy occurs in the Board the remaining Directors may appoint a Member to fill the vacancy, but any Member who is so appointed shall only hold office to the close of the next AGM.

n)  There must always be a minimum of three (3) Directors in office.  If at any meeting at which an election of Directors ought to occur, the places of the vacating Directors are not filled up, the meeting shall stand adjourned until the same day in the next week at the same time and place.  If at this subsequent meeting the places of the vacating Directors are still not filled, the vacating Directors shall be deemed to have been elected again at the subsequent meeting.

o)  The office of Director shall be vacated if the Director:

i)  ceases to be a Member in good standing;

ii)  is removed by way of a special resolution of Members passed by a majority of the votes cast at a general meeting duly called for that purpose.

iii)  is absent from three (3) consecutive regular meetings of the Directors without the consent of the Directors .

p)  No Director shall be required to vacate the office by reason of being an employee of a company which has entered into contracts with or done any work for the Co-operative.  In such a case the Director shall disclose the fact of this employment to the other Directors and shall not participate in any discussion or votes in respect of that contract or work.

q)  In addition to the two Standing committees described in clause r) below, the Directors may delegate any of their powers to committees consisting of Members of the Co-operative as they see fit.  Any committee shall, in the exercise of the powers delegated, conform to any regulations that may be imposed on it by the Directors.

r)  The Directors will establish the following two (2) Standing Committees of the Board:

i) Executive Committee:  shall consist of the Chair, Vice-Chair and one other Director elected by the Board.  The Executive Committee shall act on behalf of the full Board between Board meetings; shall in consultation with the Executive Officer(EO) of the Co-operative, approve new applicants, decide on the Agenda for Board meetings; act as a liaison between the Board and the EO, including the making of recommendations to the Board re. EO objectives, evaluation and compensation; receive submissions and resolutions from Members of the Co-operative and make recommendations to the Board as to their status.

ii)  Audit and finance Committee:  shall consist of three (3) Directors elected by the Board.  The Audit and Finance Committee shall be responsible for overseeing the work of the auditor as well as other financial matters of the Co-operative; receive, review and recommend the approval of the annual auditor’s report and the EO’s annual report; review the reserve and refund calculation and make appropriate recommendations to the Board.

4.  Officers

a)   Officers are elected by the Board of Directors from within the ranks of the Directors.

b)   Term of Officers is one year and is renewable.

c)   Officer positions include the following:

i) Chair/President

  1. (1) Presides at Board Meetings and General Meetings of the Co-operative.

ii)  Vice Chair

  1. (1) Exercises the powers of the Chair/President in the absence of the Chair/President.

iii) Secretary

(1) Maintains an up to date Registry of Members;

(2) Provides a Membership Directory to all Members;

(3) Ensures all Filings are up to date with the Financial Services Commission of Ontario;

(4) Advises Directors and Members of future meetings;

(5) Maintains minutes of all Meetings of the Co-operative, including but not limited to

(a) Records of all Officer elections;

(b) Names of the Directors present at each meeting of Directors or of any committee;

(c) All resolutions and proceedings at all meetings of the Co-operative, the Directors, or any committee.The Secretary may delegate the above activities to the EO.

d) Signing authority shall be held by three (3) Officers, one of which must be the Chair/President, and two of the members of the finance committee. Any two of the three shall constitute a full signature.

5)  Meetings:

a)   Annual General Meeting

i. The purpose of the Annual General Meeting (“AGM”) is to:

1) Receive the report of the President on the previous year’s business

2) Approve any proposed changes to the By-Laws

3) Approve the annual financial reports for the complete fiscal year

4) Elect Directors

5) Appoint financial auditor for the New Year

6) Conduct other business

ii. The AGM shall be held annually, and no later than March 28th of the year in order to receive and discuss the results of the prior fiscal (calendar) year.

iii. Notice of the AGM will be provided to all Members by the EO at least 30 days in advance of the meeting by regular mail or electronic mail to the Member’s latest address as shown on the records of the Co-operative. This notice will state the date, time and place of the AGM, the Agenda, the Board’s Annual Report, and if possible, the year- end Financial Statements as well as the nature of any motions that the Directors propose to table.

iv. All Members in good standing and present at the meetings have the right to vote.

v. The quorum for the Annual General Meeting shall be the lesser of 30  Members or 20% of the number of Members in good standing at the date of the meeting.

vi. The Directors shall appoint a chairperson. The chairperson does not need to be a member in good standing.

vii. If within 30 minutes of the time appointed for the AGM, there is not a quorum, the chairperson of the meeting will adjourn the meeting to another date within the following 4 weeks. Notice of the new time and location will be provided to all Members by regular mail or electronic mail and if at the adjourned meeting a quorum is not present within one hour from the time appointed, the Members present shall form a quorum provided there are not less than 25  Members present.

viii. Members must vote in person at AGM; proxy voting is not allowed

ix. If the Chairperson is a member in good standing, a tie vote will be decided by a vote of the Chairperson of the meeting who otherwise does not vote.

x. The Secretary will distribute Minutes of the Annual General Meeting within 60 days of the conclusion of the Meeting.

b)   Special General Meetings

i. A Special General Meeting of all the Members may be called by the Board on its own initiative or in response to a request from 20% of the number of Members in good standing. Such requests shall set forth the object of the meeting and be deposited at the registered office of the Co-operative. If the Directors do not call the meeting within seven (7) days after the deposit of the request, the Members making the request may themselves convene a Special General Meeting.

ii. Notice of a Special General Meeting will be provided to all Members at least 15 days in advance of the meeting by regular mail or electronic mail to the Member’s latest address as shown on the records of the Co-operative. This notice will state the date, time, place and method (electronic or not) within the NCR of the Special Meeting and the business to be considered.

iii. All Members in good standing and present in person, on the telephone or via electronic means at the meetings have the right to vote. The availability of mail, telephone or electronic options will be at the discretion of the board.

iv. The quorum for the Special General Meeting shall be the lesser of 30  Members or 20% of the number of Members in good standing at the date of the meeting.

v. The Secretary will distribute Minutes of Special General Meetings within 60 days of the conclusion of the Meeting.

vi. The Directors shall appoint a chairperson. The chairperson does not need to be a member in good standing.

vii. If there is not a chairperson present within thirty (30) minutes after the time appointed for holding the general meeting, or the designated chair is not willing to act, the Members present shall choose one of their number to chair.

viii. If within one hour from the time appointed for a general meeting, a quorum is not present, the meeting, if convened in response to a Request from Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, and if at the adjourned meeting a quorum is not present within one hour from the time appointed, the Members present shall form a quorum providing there are not less than 25  Members present.

ix. The chairperson shall run the meetings in order to further the best interests of the Co- op and its Members, and to facilitate the participation of all Members present in the discussions. The agenda shall be approved at the beginning of each meeting.

c)   Board of Director Meetings:

  i) The Board of Directors shall meet at least 3 times a year.  One of the meetings must  be in March, just prior to the AGM, one meeting as soon as possible after the AGM to elect Officers for the coming year and to conduct other business as required and one meeting during the months of October or November of the year.

ii) The Chair/President may call other meetings of the Board of Directors as required.

iii) A resolution signed by all Directors shall have the same force and effect as if passed at a duly constituted meeting of the Directors.

iv). The Directors may additionally meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any Director’s meeting shall be decided by a majority of votes. In case of an equality of votes the chair shall have a second or casting vote. A Director may, and the Secretary, on requisition of a Director, shall, at any time summon a meeting of the Directors.

v) Notice of a Board Meeting will be provided to all Directors at least 30 days in advance of the meeting by regular mail and/or at least 14 days in advance by electronic mail. This notice will state the date, time, place and method (electronic or not) of the Board Meeting and the business to be considered. The notice shall also be posted on the Co-operative website.

vi) Directors may participate and vote at Board Meetings via telephone or other medium.

vii) The quorum for a Board Meeting will be 50 percent plus one of Directors holding office at the time of the meeting.

viii. The Secretary will distribute Minutes of the Board of Directors Meetings to the Members within 30  days of the Meeting.

ix. Meetings of the Board of Directors shall be open to Members in good standing.

6) Voting

a)   Decisions shall be decided by a simple majority of votes, except:

i. Where the Act or these By-Laws require a greater number

ii. Changes to By-laws shall be confirmed with or without variation at an AGM or a Special Meeting specifically called for to the purpose of amending, deleting or adding to these By-laws.

by at least a two-thirds majority of the votes cast.

b)   Voting to elect Directors:

i. The Directors shall be elected by the Members in a general meeting, and the election shall be by ballot in the manner prescribed by section 91 of the Act. (“Every member entitled to vote at an election of Directors, if the member votes, shall cast at the election 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 manner as the member sees fit, but no candidate shall receive more than one vote from each Member.”) If the number of candidates is the same as or fewer than the number of needed to be elected, directors may be elected by acclamation.

c)   Voting on matters other than the election of Directors:

i. Every member in good standing may vote in person, by mail, telephone or electronic means. The availability of mail, telephone or electronic options will be at the discretion of the board.

d)   The chairperson, if a member in good standing, shall, in the case of tied vote, have a casting or second vote at any general meeting, both on a show of hands and on a ballot.

e)   In the case of a vote by show of hands, the declaration of the chairperson of the meeting shall be conclusive evidence of the result, unless three (3) or more Members, before or on the declaration of the result, demand a poll, in which case a poll shall be taken immediately.

7) Financial

a)   The fiscal year of the Co-operative begins January 1st  and ends December 31st of each year.

b)   Approval of Expenditures:

i) The signature of two Officers is required on each cheque issued by the Co-operative.

ii) Officers may not sign cheques payable to themselves.

iii) Individual expenditures greater than $5000 or aggregate expenditures to a single entity over $25000 in any 12-month period must be approved in advance by the Board of Directors.

c)   The Directors shall cause true accounts to be kept of money received and expended and the matter for which that receipt and expenditure takes place and the assets and liabilities (if any) of the Co-operative.

d)   The books of accounts shall be kept at the registered office of the Co-operative, and may for temporary purposes be kept at another place the Directors think fit, and shall at all reasonable times be open to the inspection of the Directors and Members.

e)   An auditor shall be appointed by the Members at every AGM

No Director or Officer may be appointed or act as auditor.

f) Every Member shall, upon request, be supplied free of charge with a copy of the financial statements required by the Act.

g)   A copy of the financial statements shall be sent to every Member at least fourteen (14) days before the meeting at which they are to be presented.

8) Distribution of Surplus

The Board, after approving the annual financial statements , shall approve the payments of the Patronage Dividends  arising from the yearly business of the Co-operative as calculated in accordance to the Policies of the Co-operative

9) Ability to Borrow

  • a) The Board may authorize the Co-operative to borrow capital to finance all or part of the Co-operative’s operations to a maximum of $100,000

10) Disputes

a)   Any dispute arising out of the affairs of the Co-operative, between a Member, or any person aggrieved who has not ceased to be a Member for more than six (6) months, or any Member claiming on behalf of a Member or person aggrieved, and the Co-operative or a Director, shall be referred to a committee of three (3) Members of the Co-operative. The Chair/President, in the case of a grievance against the Co-operative, or the Director involved, and the Member or other person aggrieved shall each nominate one Member, and the third shall be chosen by the two (2) nominated. The decision of the committee shall be final and binding on all parties and may be enforced on application to the Supreme Court of Ontario.

11) Alteration of the By-Laws

a)   These By-Laws may only be altered or added to at an AGM of the Co- operative or a Special Meeting specifically called for to the purpose of amending, deleting or adding to these By-laws.

12) Dissolution

a)   Upon dissolution and after the payment of all debts and liabilities, the Co-operative’s remaining property shall be distributed or disposed of  among its current Members prorate to the reserve contributions that each member made up to the date of dissolution.