RULES OF THE MAA LAND COOPERATIVE ASSOCIATION
Revised April 2014
The Rules in Schedule B of the Cooperative Association Act shall not apply.
1. In these Rules, unless the context otherwise requires, words importing the singular include the plural, and vice versa; Words importing gender, such as “she” and “her” shall include all genders; “Act” means the Cooperative Association Act;
and “director”, “special resolution”, “memorandum”, “officer” and “rules” have the meaning assigned to them in the Act; “Association” and “Cooperative” mean the Maa Land Cooperative Association; “Consensus” refers to a non-adversarial decision-making process in which members work together until a unanimous decision emerges;
“Decision” means a written or minuted statement or resolution which has been approved by all those present at a meeting or in writing, unless Rule 28 is applied; “Collective” means the governing body of the Association and means the directors; “Homesite” refers to improvements such as buildings, etc. which people occupy or construct on the land owned by the Association; and
“Policies” means “reasonable agreements of uniform application separate from these Rules as determined by the collective from time to time.”
2.1 Any individual over the age of 18 may be admitted to membership. The application shall be made in writing to the Collective. The Collective may accept, refuse or postpone such application. The criteria for achieving member status are as follows:
a) Each applicant must write a Personal Statement of Intent and must acknowledge by signing the Rules of the Association that these have been read, understood and accepted as being part of the conditions of membership.
b) Each applicant for member status must serve a minimum six to twelve month try-out period before her application is accepted or refused. A mutual agreement between the Collective and the applicant(s) concerning conditions of the try-out period will be made prior to the commencement of said period.
c) Upon completion of the try-out period and final acceptance by the Association, new members shall purchase the number of membership shares required by the Association. The Collective, with the consent of members, shall determine the number of membership shares required to be purchased by new members. The minimum number of membership shares required is five – the maximum number of membership shares required is fifty.
12.2 There are 3 categories of membership:
a) Full Members: A full member shall be entitled to occupy a 1 acre homesite (and the improvements upon the homesite). A full member has responsibilities and privileges as set out in the Maa Membership Structure document (attached).
b) Associate Members: An associate member shall be entitled to the privileges and responsibilities of a full member except that s/he shall not be entitled to a homesite. The shares required for associate membership will be one-sixth (1/6) of a full member and associate members will pay the full amount of annual co-op fees as set by the association. The money from shares purchased by associate member(s) will be held in trust by the Co-op unless other arrangements are made by the collective.
c) Alumnae Members: An alumna /alumnus member is a former full or associate member who may purchase five (5) shares upon agreement of the Collective. An alumna /alumnus member shall be entitled to the rights and responsibilities of a full member except s/he shall not be entitled to a homesite nor to block consensus on by-law and financial decisions and will pay 1/6 of the full amount of the annual Co-op fees. The money from shares purchased by alumna / alumnus member(s) will be held in trust by the Co-op unless other arrangements are made by the collective.
2.3 No individual member shall be required to pay more than one full amount of the Co-op fee in any given year.
2.4 The maximum number of members in the Cooperative is twelve, including all categories of membership. The minimum number of full members is six.
3. To withdraw from the Association, a member must give notice in writing, addressed to the Collective, indicating the intention to withdraw. Upon withdrawal, a retiring member shall:
a) Be entitled to sell her shares. Shares shall be offered to existing Association members for first refusal.
b) Be entitled to sell her homesite to an incoming member who has complied with the conditions of Association membership. The selling price of the homesite shall be the cost of the improvements. The outgoing member establishes the selling price of improvements. If this price is disputed by a member, an assessment committee convened by the Collective shall negotiate the value of homesite improvements. This committee shall consist of members, one nominated by the outgoing member, one by the incoming member and a member nominated by the Collective and mutually agreeable to both parties. In cases of dispute, appeal shall be made to a general meeting of the Association. The decision of the meeting shall be binding.
c) The Collective is under no duty or obligation to locate or find a buyer for a member wishing to withdraw from the Association.
d) The Collective will reimburse alumni and associate members wishing to withdraw from the Association for their share value within one (1) year of written notice unless other arrangements have been made. The repayment will include only the actual shares purchased to date. No interest shall be paid to associate or alumni members.
e) Unless specifically stated by agreement in writing, the Association is under no liability to pay any member for assessments, fees or improvements.
f) The Association shall not be responsible or liable in any way for default in any agreement made between a seller or buyer, the consent of the Collective to the transaction notwithstanding.
4. A member who withdraws shall not determine the disposition of her former homesite or shares. Applications must be approved by the members.
5. If a member dies, becomes insane or bankrupt, or makes an assignment of shares for the benefit of creditors or heirs, the Association may redeem the shares and homesite by paying to the party entitled thereto the amount paid up on the shares and homesite once a suitable buyer has been found.
6. Members agree to act in a manner free of all forms of violence. Members also agree to take tangible steps to address held prejudice and/or discrimination (racism, classism, homophobia, transphobia, sexism, etc.) particularly where they result in behaviours within the Cooperative deemed unacceptable by a member. Should violent behaviour (including verbal abuse) occur or should the steps being taken to address prejudice and/or discrimination be deemed unacceptable, the Dispute process (Rule 57) herein may be invoked.
7. Failure to rectify such behaviours (as described in Rule 6) after following the Dispute process (Rule 57), or unwillingness to participate in mediation (per Rule 56), may, with a majority vote of 3⁄4 of all Collective members, terminate membership. Any member so terminated shall have the right to appeal subject to the Act. Any membership shares held by the terminated party shall be redeemed in accordance with the Act and these Rules. In the time period between termination of membership and finding a suitable buyer to purchase her shares and homesite, the terminated party shall be prohibited from attending meetings and shall not determine the disposition of her former homesite or shares.
8. All shares in the Cooperative shall be paid for in full in cash prior to the certificate being issued for them, and no part of the funds of the Cooperative shall be employed in loans upon the security of its shares.
9. No dividend, interest or bonus shall be declared or paid to members.
10. Every person whose name is entered in the register of members shall without payment be entitled to a certificate under the seal of the Cooperative, specifying the number and amount paid up on membership shares held by them. No shares shall be issued jointly.
11. Associate and Alumni members approved for membership must make arrangements for the purchase of their shares by the AGM at which they are accepted for membership. If shares cannot be purchased in full at that time, a contract between the incoming member and the Co-op specifying a share purchase schedule must be signed. All members are responsible for their land fees as of this AGM. If a member breaks their contract with the Co-op, their membership becomes subject to review by the Collective.
12. The association has a lien on a member’s shares for a debt due to it by the member.
TRANSFER OF SHARES
13. The instrument of transfer of any shares in the Association shall be executed both by the transferor and the transferee and the transferor shall remain a holder of the share until the name of the transferee is entered in the register of members.
14. Shares in the Association shall be transferred in the following form, any usual or common form approved by the Collective: I, A.B., of __________, in consideration of the sum of $____ paid to me by C.D. of __________, do transfer to C.D. shares in the Maa Land Cooperative Association to which I hold the same at the time of the execution; and I, C.D., agree to take the shares subject to these conditions.
As witness our hands (signature of witness) (name of witness)
(year, month, date) (signatures of A.B and C.D.) (names of A.B and C.D.)
15. The instrument of transfer must be accompanied by the certificate of the shares to which it relates, but if the certificate is lost or destroyed, the collective may waive the requirement for its delivery.
16. The first General Meeting shall be held in the third month from the date of incorporation at a time and place the collective determines.
17. A General Meeting shall thereafter be held once in every year within four months following the Association's fiscal year end at such date, hour and place as may be prescribed by the Association in General Meeting or, in default, be determined by the collective.
18. The Collective may, whenever it thinks fit, and shall, on a written requisition signed by not less than 20% in number of the members, unless otherwise required by the Act, call a Special General Meeting. The requisition shall set forth the object of the meeting and be deposited at the registered office. If the Collective does not call a meeting within seven days of the deposit, the requisitioners may themselves convene a meeting.
19. Fourteen days notice at the least of every General Meeting, specifying the place, the day and the hour of meeting, and, in the case of special business, the general nature of that business, shall be given to every member.
20. No business shall be transacted at the General Meeting unless a quorum of all the members minus two, but no less than three, are present.
21. A Facilitator designated by the Collective shall preside at every meeting.
22. If there is no Facilitator present within 30 minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be Facilitator.
23. If, within 30 minutes from the time appointed for an Annual General Meeting or a Special General Meeting, a quorum is not present, it shall be adjourned to a date and time agreed upon by those present. If quorum is not present within 30 minutes at the adjourned meeting, the members present shall form quorum, providing there is never less than three members present.
24. The Facilitator may, with the consent of the meeting at which quorum is present, and shall if so directed by the meeting, adjourn the meeting, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
25. The order of business at a General Meeting shall, according to circumstances, be as follows:
a) Meeting to be called to order;
b) Notice of convening meeting to be read;
c) Minutes of preceding meeting to be read and disposed of;
d) Business arising out of minutes;
f) Financial statements to be placed before the meeting;
g) Election of the collective;
h) Appointment or waiving appointment of auditor;
i) Special business;
j) Unfinished business;
k) New business.
26. All Decisions of the members and of the Collective will be made by consensus, with the exception of ordinary and special resolutions as required by the Act.
a) Every member present in person or by proxy at a general membership meeting shall have one vote only whenever a vote is taken.
b) A member in arrears with a call on her membership shares may not vote at any General Meeting either personally or by proxy or as proxy for another member.
27. If consensus is not reached at a meeting of the Collective, the issue in question will be discussed for a period of no longer than one hour at two subsequent meetings, time and place to be determined by the Collective. Should consensus still not be reached, the dispute resolution process outlined in this document shall be enacted.
28. If consensus is not reached under Rules 27 and 57, a special meeting of the Collective will vote on the recommendation of the mediator and the recommendation will pass with a 75% vote of those present. The result shall be a Decision.
29. The instrument appointing a proxy shall be in writing under the hand of the appointer, and shall be deposited at the registered office of the Association not less than 48 hours before the time of the meeting at which the member named in the instrument proposed to participate in decision-making.
30. An instrument appointing a proxy may be in any usual form as approved by the Collective.
31. A member is not entitled to hold more than two proxies. Only members who reside more than 80 kilometers from the place of the meeting may vote by proxy at any meeting of the Association at which they're entitled to vote.
32. Members of the Association and of the Collective undertake to learn and practice the art of consensus decision-making, keeping in mind the importance of compromise.
33. The number of members on the Collective shall not be less than three nor more than ten, but may be increased or reduced in a General Meeting so that the number is the never less than three.
34. The first Collective shall consist of those persons who are the subscribers to the memorandum, who shall hold office until the conclusion of the first General Meeting.
35. At the first General Meeting and each Annual General Meeting the Collective members shall be chosen by the Association members.
36. Any casual vacancy and any vacancy not filled may be filled by the Collective with the appointment being valid until the conclusion of the next Annual General Meeting.
37. The Association may, by special resolution, remove any Collective member before the expiration of her term of office, and may appoint another person in her stead.
38. Every Collective member must be a member of this Association and hold the requisite number of membership shares.
39. The office of the Collective member shall be vacated if the member ceases to hold such shares as are required for membership or if a Collective member is absent from half or more of Co-op meetings in a six-month period without valid reason accepted by the Collective.
40. The business of the Association shall be managed by the Collective, who may pay from its funds the expenses of incorporation and may exercise all its powers, subject to the Act and these Rules.
41. If required and approved by the membership, the Collective may appoint or remove a manager, set powers, duties and remuneration, for such term as the membership approves.
42. Collective members, in exercising their powers and performing their functions, shall act honestly and in good faith and in the best interests of the Cooperative, and shall exercise care, diligence and skill and shall act in accordance with policy.
43. The Collective shall annually appoint, and remove if required, a Facilitator, a Treasurer and a Recorder from its number with the following powers and duties:
a) the Facilitator shall be responsible for the organizational aspects of meetings, including preparation of the agenda;
b) The Treasurer shall be responsible to ensure the financial records and reports are timely and accurate; and
c) the Recorder shall ensure that minutes of all decisions are kept and distributed in a timely and accurate fashion.
44. The Collective shall cause minutes to be made of the following: a) all appointments of officers made by them; b) the names of those present at each meeting of the Collective; and c) all decisions, resolutions and proceedings at all meetings of the Association.
45. The Association in General Meeting shall determine the amount allowed to all members for expenses and remuneration, if any.
46. All meetings of the Collective shall be held in British Columbia.
a) At the discretion of the Collective, Collective meetings may be open to potential Association members.
b) Where the subject or business for consideration by the Collective is of a personal nature or where confidentiality is deemed by the Collective to be in the best interests of the Association, the Collective expects full confidentiality to be respected.
47. Questions arising at any meeting shall be decided by consensus.
48. Any two members of the Collective may call a meeting at any time.
49. The Collective shall not invest any part of the funds of the Association exceeding the sum of $5,000 on any one occasion with the sanction of a special resolution.
50. The Collective may, at its discretion, raise or borrow or secure the payment of money for the purposes of the Association, but no debentures shall be issued without the sanction of a special resolution, nor shall the amount at any one time owing in respect of money raised, borrowed or secured exceed the amount of capital subscribed.
51. The Collective shall cause true accounts to be kept of:
a) all money received and expended and the matter for which that receipt and expenditure takes place; and
b) the assets and liabilities of the Association.
52. The books of accounts shall be kept at the registered office of the Association and may, for temporary purposes, be kept at another place the Collective thinks fit, and shall at all reasonable times be open to the inspection of Association members.
53. One of more auditors must be appointed by the Association at each General Meeting, but a casual vacancy in the office of auditor may be filled by the Collective. No member of the Collective may be appointed to act as auditor.
54. Unless the appointment of auditor has been waived by special resolution of the membership, every member shall be supplied free of charge with a copy of the audited financial statements at least 14 days before the meeting at which it is to be presented.
55. The Collective shall report to the meeting the state of the Association's affairs.
56. The Collective shall set aside the balance of all income in the reserve fund, which shall be employed in the business of the Association or invested in a manner the Act permits and the Collective thinks advisable.
57. In cases where conflict between members or groups of members cannot be resolved within three regular meetings,
a) An outside mediator acceptable to all parties will be chosen. If this is not possible, a mediator will be chosen by all the Collective members, minus one.
b) The role of the mediator will be to help the Collective arrive at a consensus decision. A decision must be reached within a maximum of three meetings with the mediator over a period of not more than eight weeks.
c) Should consensus not be reached, the Collective agrees to accept a recommendation from the mediator which will be voted on at a regular meeting of the Collective.
58. A notice under the Act or these Rules shall be in writing and delivered by post, service or delivery, e-mail, facsimile, or by advertising on two separate occasions at least five days apart, inclusive of the day of publication, in a newspaper circulating in the area or areas in which the Association carries on its operations, and shall be deemed to be delivered in accordance with provisions in the Act.
59. Notice may be given to the Cooperative by mailing it to the registered office of the Cooperative or by delivering it personally to an officer of the Cooperative.
SERVICE OF DOCUMENTS
60. A notice or other document required by the Act to be served by the Association may be served by:
a) mailing it by registered mail to the last known address of the intended recipient, as recorded in the Association's register of members or other records of the Association, or
b) personal service.
61. Service on the Association must be in accordance with the Act.
62. The seal of the Cooperative shall not be affixed to any instrument except by the authority of a resolution of the Collective and in the presence of three members; of these, two shall sign every instrument to which the seal of the Cooperative is affixed in their presence.
63. The Cooperative shall provide for the safe custody of the seal of the Cooperative, which shall be deposited at its registered office.
64. Instruments which do not require a seal may be executed by any two members of the Collective.
ALTERATION OF RULES
65. The Rules may only be altered or added to by special resolution.
66. Each member shall be furnished on request and without charge with a copy of the Memorandum and Rules of the Cooperative.
Signatures of Association Members: