BYLAWS

Amended Sept 28, 2024

MACC BYLAWS

1.00 Interpretation

1.01 Definitions

  • The “Act” refers to the Canada Cooperatives Act.
  • “Bylaws” refer to these bylaws created by the Cooperative.
  • The “Articles” refer to the articles of incorporation that were filed to create Cooperative.
  • The “Board” and “Directors” refer to the board of directors of Cooperative.
  • The “Cooperative” refers to the Metis Alliance of Canada Cooperative.
  • “Director” refers to a member that has been elected to the board of directors of the Cooperative.
  • “Member” refers to an individual or body corporate that has fulfilled the requirements of membership set by these bylaws and have been approved by the board of directors.
  • An “Ordinary resolution” refers to a resolution that requires a majority of votes to be accepted
  • “Patronage returns” or “patronage dividends” refers to profits that are shared with members in proportion to business done with the Cooperative.
  • A “Special resolution” refers to a resolution that requires at least a two-thirds majority of the votes cast to be accepted.
  • The “Regulations” refer to the Canada Cooperatives Regulations.

2.00 Membership

2.01 Classes of Membership

There shall be only one class of membership with the following rights, privileges, and restrictions: Individual Metis Membership
Members of this class shall:
  • Be individuals that can use the Cooperative and meet the requirements of membership set out in the bylaws and Metis membership criteria;
  • Support the mission, vision and values of the Cooperative; Pay an annual $50 membership fee, and be available to vote as needed;
  • Elect no less than three (3) and no more than ten (10) directors; and
  • Be entitled to any other rights as defined in the articles, bylaws, and the Act.

2.02 Qualifications of Membership

Subject to section 2.01, membership in the Cooperative is open to any individual that is:
  • In the case of an individual, is at least 18 years of age and meets the criteria for Metis membership;
  • Supports the mission, vision, and values of the Cooperative; and
  • Has submitted an application for membership in the form provided by the Board.

2.03 Application for Membership

No individual may be admitted to membership in the Cooperative until:
  • The person has submitted an application for membership in the form approved by the board;
  • The person has submitted payment for a membership fee; and
  • The application for membership has been approved by the board.
  • Membership is effective on the day that the application is approved.

2.04 Joint Membership

The Cooperative is prohibited from issuing joint memberships.

2.05 Rights and Obligations of Members

Members of the Cooperatives shall have the right to:
  • One vote on all matters to be decided by the members;
  • Nominate candidates to or be nominated to serve on the board;
  • Attend all meetings of the members of the Cooperative;
  • Receive information concerning the Cooperative; and
  • Submit resolutions and/or proposals at members’ meetings;
Members of the Cooperative shall:
  • Use the Cooperative’s services; and
  • Adhere to these bylaws, the regulations, and the Act.

2.06 Withdrawal of Membership

  • A member of the Cooperative may withdraw their membership in the Cooperative by providing notice to the board.
  • The withdraw will be effective on the later of the date stated in the notice and the date on which the Cooperative receives the notice.
  • The withdrawal of a member does not release the member from any debt, obligation, or contract to the Cooperative.
  • If a member withdrawals from the cooperative at any point, any membership fees paid up to that point will not be reimbursed and will be considered an annual service fee.

2.07 Termination of Membership

  • In accordance with the Act, the directors may, by special resolution, terminate the membership of a member of the Cooperative by giving notice of the termination within 10 days of the special resolution.
  • The effective date of the termination is the later of the date specified on the notice and 30 days of the member’s receipt of the notice.
  • A member whose membership has been terminated by the board may appeal the decision of the board at the next members’ meeting if the member provides the board notice of their intention to appeal no more than 30 days after receiving notice of the resolution to terminate.
  • Notice to appeal the directors’ decision will suspend the resolution until the vote of the members meeting.
  • The members may, by ordinary resolution, at a duly called members’ meeting, reverse the resolution of the board.
  • A member’s membership may be terminated by the members, by special resolution, at a duly called members’ meeting.

3.0 Members’ Meetings

3.01 Place and Time of Members Meetings

  • Meetings of the members of the Cooperative are to be held at a time and place in Canada as determined by the board.
  • The notice of a members meeting shall contain the time, date, and location of a meeting.
  • The Cooperative may host a members’ meeting using electronic means if approved by the directors.
  • The Cooperative shall host an annual meeting once per year.

3.02 Special Business

  • Any special business to be discussed at a members’ meeting must be included in the notice of the meeting issued to members.
  • The board may call a special meeting at any time if notice is provided to members and the special business to be discussed is included in the notice.
  • The greater of 25% or 30 members may submit a request to the board to call a special meeting. The purpose of the special meeting must be included in the request to the board.
  • A special resolution that does not receive consent from the Individual Members Class shall be defeated.

3.03 Notice of Meetings

  • Notice of all members’ meetings must be provided to all members of the Cooperative not less than 21 days and not more than 50 days before the date of the meeting.
  • The board shall determine how notice will be distributed to members.

3.04 Quorum

  • Quorum for all members’ meetings shall be the lesser of 15 or 25% of the total number members of the Cooperative.
  • If quorum is not present at the open of the meeting the members must adjourn the meeting and no business can be transacted.

3.05 Voting

  • Voting at all members meetings may use a system determined by the directors or a show of hands.
  • If five or more members request that a decision be decided by secret ballot, the Cooperative must accommodate the request.
  • In the event a resolution is not approved by the Individual members, the resolution shall be defeated.
  • Unless otherwise requested, members shall vote together regardless of their membership class.
  • The Chair or President may cast a vote in the event of a tie, but cannot cast a second vote if a previous vote was cast.
  • In the event of a tie, the resolution is defeated.
  • Proxy voting is prohibited.

3.06 Amending Bylaws

  • The board may, by special resolution, amend the bylaws of the Cooperative. A resolution made by the board must be confirmed by the members, by special resolution, at a duly called members’ meeting.
  • The members may, by special resolution, amend the bylaws at a duly called members meeting.
  • A bylaw or amendment will come into force on the day it is approved by the members.

4.0 Directors

4.01 Qualifications of Directors

No member of the Cooperative is eligible to serve on the board of directors if that person is:
  • Not an individual;
  • Less than 18 years old;
  • Found to be incapable by a court; and/or
  • In the process of bankruptcy

4.02 Election of Directors

  • Director elections shall take place at the annual meeting.
  • Not less than 50 days before the annual meeting, the Cooperative shall issue a call for nominations to the board of directors.
  • In accordance with section 2.01, nominees must indicate their membership class and shall only seek election to represent their class of membership in the district where they reside if applicable.
  • Any member that is not disqualified by section 4.0 is eligible for nomination by submitting a nomination form prepared by the board.
  • The Cooperative shall close nominations not less than 14 days before the annual meeting and make the list of nominees available to the membership.
  • Voting in all elections shall be conducted by secret ballot in a form determined by the board. Each ballot must contain the names of all nominees.
  • Members can vote for the maximum number of positions available. Ballots with more than the maximum number will be considered invalid. Ballots with fewer than the maximum number will be considered valid.
  • The nominees that receive the greatest number of votes will be elected.
  • If two nominees receive an equal number of votes for the last vacancy on the board for a class of members, the candidates shall participate in a run-off election for the last position on the board.

4.03 Term of Office

  • Directors shall serve a term of office of two (2) years commencing at the close of the annual meeting where the director was elected.
  • Directors may seek re-election at the end of their term.
  • At the first annual meeting of the members all board positions shall be vacant and the members will elect the maximum number of directors for their class.
  • The directors, from among their number, shall determine half of the directors for each class of membership that shall serve a two-year term and half of the directors for each class that shall
    serve a one-year term.
  • At all subsequent annual meetings, directors shall be elected to two-year terms.
  • If a director is appointed to fill the vacancy of a director that did not complete their term of office, the appointed director will only serve for the remainder of the 2-year term.

4.04 Officers and Committees

Following the annual meeting, the board shall meet to appoint the officers of the Cooperative:
  • President;
  • Vice-president; and
  • Secretary-Treasurer.
  • The board may determine the duties assigned to each office.
  • The board may, by ordinary resolution, strike any committee deemed necessary to the management of the Cooperative.
  • The board may appoint any directors or members to the committee provided the individuals meet the qualifications set out in section 4.01
  • Each committee shall appoint a chair and secretary from among the committee members.

4.05 Removal of Directors and Vacancies

A director shall cease to hold office if that director:
  • Dies;
  • Resigns;
  • No longer meets the qualifications set out in section 4.01; or
  • Is removed from office.
  • If there is a vacancy on the board resulting from a situation set out in subsection a, and the board still has quorum, the board may chose not to fill the vacancy or appoint a director to fill the vacancy. If a vacancy results in the board’s inability to achieve quorum, the board must call a special meeting for the purpose of electing directors.
  • Failing to elect the maximum number of allowed directors or increasing the maximum number of directors does not give the board the authority set out in subsection b.
  • A director may be removed from office by ordinary resolution of the members at a special meeting. The director will be provided an opportunity to address the meeting or submit a written statement to the Cooperative explaining their opposition to the resolution.
  • A vacancy created by the situation set out in subsection d may be filled by the members at the same special meeting.

4.06 Indemnity

  • The Cooperative shall indemnify an individual who is or was a director or officer of the Cooperative or who acts or acted at the Cooperative’s request against all costs, charges, and expenses incurred by the individual in respect of any civil, criminal, administrative, investigative, or any other proceeding related to the individual’s association with the Cooperative.
  • The Cooperative shall not indemnify an individual whose conduct was knowingly unlawful or unethical.

4.07 Meetings of Directors

  • Board meetings are to be held at a place and time as determined by the board.
  • Not less than 5 days’ notice must be provided to directors of a board meeting.
  • The President or any two directors may call a board meeting.
  • Quorum for board meetings shall be a majority of directors.
  • All directors are entitled to one vote on all decisions of the board.
  • In the event of a tie of votes, the chair may cast a deciding vote, but cannot cast a second vote in they have already voted on the resolution.
  • In the event of a tie of votes, the resolution is defeated.

5.0 Conflicts of interest

5.1 What’s Deemed as a Conflict of Interest

Pursuant to the Act a director shall have a conflict of interest if the director is:
  • A director will benefit from a contract or transaction that is being decided by the board
  • A director is a director or officer of a party that will benefit from a contract or transaction being decided by the board
  • A director has a relationship with a party that will benefit from a contract or transaction being decided by the board.
  • Pursuant to the Act, a director faced with a conflict of interest must disclose the conflict to the board.
  • If the director fails to disclose the conflict of interest, any member of the board has an obligation to notify the board of the conflict of interest.

6.0 Allocation of Surplus

6.01 General

  • The board shall determine the allocation of surplus at the end of each fiscal year of the Cooperative.
  • Not less than 25% of surplus revenue must be placed into a reserve fund.

6.02 Patronage Returns

  • The Cooperative shall not pay any form of patronage returns or dividends.
  • Any surplus not allocated to the reserve fund may be re-invested into the operations of the Cooperative or donated.

7.0 Auditor

  • A Third Party Auditor will be appointed each year at the annual meeting by ordinary resolution of the members.
  • The auditor shall hold that office until the open of the following annual meeting.
  • The board shall determine the remuneration for the auditor.

8.0 Execution of Documents

8.01 Corporate Seal

  • The board may approve the design of a corporate seal.
  • The corporate seal shall be stored at the registered office of the Cooperative.
  • The seal must accompany the signature of at least two individuals with signing authority of the Cooperative.

8.02 Signing Authority

  • The board shall determine the individuals designated with signing authority. This shall include the officers of the Cooperative and management.
  • The signatures of two individuals with signing authority shall have the same effect as the corporate seal.