BYLAW NUMBER 1 – GOVERNANCE





1.1   Definitions

        Definition of terms used in the present bylaws:


        a)    The Cooperative :             La Coopérative de solidarité en environnement du Grand Orme


        b)   The Act:                             Cooperatives Act (R.S.Q., chapter C-67.2).


        c)   The board :                        The Board of Directors of the Cooperative.


        d)   User member :                  A person or organization that uses services offered by the Cooperative.


        e)   Worker member :              A physical person that works for the Cooperative.


                         f)    Supporting member :        A person or organization with an economic or social interest in the Cooperative’s success.


1.2    Objectives


The objectives of the Cooperative are as follows :


a)   To offer and promote ecological, fair trade and local products according to the best purchasing policies at the most affordable price.

b) To encourage a distribution and production that is sustainable, healthy, ecological and non-exploitative.

c)   To offer tools and services promoting awareness of environmental and societal solutions.

d)   To encourage the organization of local action networks.

e)   To serve as a centre of activities and services aimed at attaining the objectives mentioned above in order to enrich the quality of life in our community.


1.3   Ownership and Governance

The Cooperative is owned by its members and is managed for the primary and mutual benefit of its user members, worker members and supporting members as owners of its goods and services. Its Board of Directors, selected by and reporting to participants at members’ meetings, will govern the Cooperative. The members’ meetings retain all the powers required by law or by these rules of governance.





(Reference : Articles 37 to 49.4 and 226.4 of the Act)


2.1   Qualifying Shares


In order to become a member, each person must purchase the number of qualifying shares corresponding to the membership category to which they belong, specifically :




Number of Shares



Total Amount

- User Member






- Worker Member






- Supporting Member







Qualifying shares, payable once and valid for the member’s entire lifetime, are purchased upon joining the Cooperative. Upon leaving the Cooperative, a member can ask for a refund according to the terms outlined in Article 2.4.

In the event that the Cooperative decides to increase the number of qualifying shares, all members must subscribe to these new shares.



          Payment Methods


a)    Qualifying shares are payable by cash at the time of membership regardless of  category;


b)    Fees

In order to help the Cooperative meet its funding needs, members could be required to pay an annual fee with the amount to be determined by the Board of Directors. If a member has not paid his or her fees for three consecutive years, the Cooperative may determine that their membership has been voluntarily dropped.


2.3    Transfer of Shares


            Shares are not transferable.


2.4       Reimbursement of Shares


            Shares can not be reimbursed unless the Board of Directors decides that they are no longer necessary for the reasonable funding needs of the Cooperative. Where appropriate, subject to the restrictions set by Article 38 of the Act, reimbursement of shares can be made according to the following precedents :


a)       member’s death;

b)       resignation;

c)       disqualification;

d)       reimbursement of shares other than qualifying shares.


            Reimbursement will be made according to the chronological order of requests within each precedent mentioned above. Shares that are not renewed by the member within two years of the end of their membership (or three years after their last transaction with the Cooperative and / or three years after having neglected to pay their annual fee) will be subject to revocation. The member will be considered to have resigned from the Cooperative and will be considered to have donated their shares to it.


2.5       Reimbursement of Shares OtherThan Qualifying Shares


            Subject to the restrictions specified under Article 38 of the Act, the board can reimburse a member the amounts paid on shares other than qualifying shares.


2.6         Preferred shares[1]


The board is authorised to emit preferred shares and to determine their characteristics.




(Reference : Articles 51 to 60.2 and 226.1 of the Act)


3.1       Conditions of Membership


            To become a member of the Cooperative, a person must :


1.   Have the actual capacity to use the services of the Cooperative.

2.   Apply for membership with the Board of Directors.

3.    Be admitted by the Board of Directors in accordance with the bylaws.

4.    Purchase the minimum number of shares as stipulated in Article 2.1 of these bylaws and pay for them in accordance with Article 2.2.

5.    Comply with Article 51 of the Act, excluding paragraph 1 of this article for supporting members.

6.    Sign a membership contract with the Cooperative and undertake to respect it.



3.2       Work options


In order to help the Cooperative fulfill its human resources requirements, user members can contribute their time and services to it.


3.3       Suspension of Voting Rights


            1. The Board of Directors can suspend or exclude members in the following cases :

-       if they are not users of the Cooperative’s services;

-       if they do not respect the bylaws of the Cooperative;

-       if they have not paid for their shares according to the methods of payment laid down by the bylaws;

-       if they are dispossessed of their qualifying shares.


            However, the Board of Directors can not exclude or suspend a director as long as his or her administrative mandate has not been revoked.        


2.   The board is authorized to suspend the voting rights of a user member or worker member at a meeting if, during the two fiscal years preceding this meeting, he or she had not done business with the Cooperative.




 (Reference : Articles 63 to 79 of the Act)


4.1      General Meeting


            Any general meeting is held at the place, date and time set by the board subject to Articles 77, 78 and 85 of the Act.


4.2      Meeting Notice


            The meeting notice is given by the board by e-mail and / or by telephone at least fifteen (15) days before the date of the meeting. The notice will also be displayed in the head office of the Cooperative.


            Decisions taken at a general meeting can not be overturned on the grounds that members did not receive or read the meeting notice.


4.3      Voting


            Voting is by show of hands unless otherwise decided by a majority of members at a meeting.


4.4      Representation


                               A member can not be represented, except in the case of a corporation.


4.5        Annual Meeting


              The annual meeting must be held in the four (4) months following the end of the fiscal year. Members are invited to :

-       Take note of the auditor’s annual report;

-       Determine the distribution of overpayments or surpluses;

-       Elect directors;

-       Appoint the auditor;

-     Set the attendance requirements for the Board of Directors;

-       Take any decisions that have been allocated to the annual meeting.


4.6         Special Meeting


            The only topics that can be debated and decided upon in a special meeting are those that have been specified in the meeting notice. If there has been an application requesting a special meeting, the notice must reflect all of the subjects indicated in the request. It must specify those which are the responsibility of the meeting attendees and may, therefore, be the subject of deliberations and decisions of that meeting.



4.7         Quorum for Meetings


              The quorum for members’ meetings shall consist of all current members.





(Reference : Articles 80 to 106.1 and 226.1 of the Act)



5.1       Eligibility of members


                             In order to be eligible for a directorship, a member must have paid the payments due on its shares or any other amount payable.



5.2       Composition


              The board is composed of five (5) directors.



5.3       Division of Members Into Groups



For the formation of the board, the Cooperative members are divided into three groups corresponding to the three categories of membership referred to in Article 1.1. Each of these groups has the right to elect a set number of directors, as follows:


            Categories                                                       Number of directors


            - User members                                                          2

            - Worker members                                                     3

            - Support members[2]                                                   2


5.4       Tenure for Directors


            The tenure for directors is three (3) years.



5.4.1    Method of Rotation of Directors


            a)   For the first three (3) first years after the Cooperative’s founding, the tenure for directors is as follows:


              Two (2) positions will be brought to election after the first year, two (2) positions after the second year and one (1) position after the third year;

         (b)There will be a lottery to determine the seats that will be brought to election after the first and second years;


         (c)     Directors elected thereafter will serve for a period of three (3) years.



5.5       Procedure for Nomination and Election of Directors


            The Cooperative’s chairperson and secretary are the election’s presiding officer and secretary, unless they themselves are candidates.


            (a)    A scrutineer and, if necessary, a presiding officer and secretary, are appointed at a members’ meeting;


            (b)    The presiding officer reads out the names of directors whose term is completed indicating the group to which they belong;


            c)Thereafter, he advises meeting attendees on the following points:


                        1. Outgoing directors can be re-elected;


                        2. Members from each group can nominate as many candidates as they wish;


3. Nominations of candidates representing each group are closed on proposals that are duly seconded and uncontested;


4. The chairperson will ensure the acceptance of each candidate from the nomination. Any refusal automatically eliminates the candidate;


5. After this elimination, if there are more candidates than available positions, there is an election. If the number of candidates is equal to the number of available positions, candidates are elected by acclamation. If the number of candidates from a group is less than the number of vacancies, the members present will be able to nominate a candidate from another group;


6.      If there is an election, it is by secret ballot. A newsletter specifying the names of the candidates chosen by the group is distributed to each of its members.  The number of names in the newsletter must correspond to the number of available positions in the relevant group;

7.       The scrutineer and the election secretary count the votes obtained for each candidate and communicate the results to the election chairperson;


8.       For each available position, the chairperson appoints the candidate with the most votes, without however revealing the number of votes won by each candidate;


9.       In the case of a tied vote for the last seat of a group, the poll is retaken between the two tied candidates only;


10.    If after a second poll there is another tie, the director is chosen by lottery;


11.    There is a recount if at least one-third of a group’s members in attendance requests it.


12.    Ballots are destroyed by the election secretary immediately following the election;


13.  Meeting participants are bound by any decisions taken by the chairperson regarding the voting procedure unless a majority of members in attendance agrees to reverse those decisions.


5.6       Board Meetings


            The Board of Directors meet as often as required by the interests of the Cooperative.


The summons is given by email and / or telephone at least seven (7) days before the scheduled date of the meeting.


For an emergency meeting, the notice period before the meeting is exceptionally reduced to forty-eight (48) hours.


All acts passed and all resolutions adopted at board meetings are deemed to be legitimate and valid, unless it is subsequently discovered that the nomination of a director is marred by irregularities or if one of the directors is no longer able to sit on the board.


5.7       Quorum


            A majority of directors constitutes a board quorum.


5.8       Value of Resolutions


            Written resolutions that have been signed by all directors have the same value as if they had been adopted during a board meeting. A copy of these resolutions is kept with the minutes of the deliberations of the board.


5.9       Acceptance


A director in attendance at a board meeting is considered to have consented to every resolution adopted and every action taken while he was present, except in the following cases :

-If during the meeting he or she requests that his or her dissent be recorded in the minutes;

-If he or she advises the meeting secretary of his or her dissent in writing before the adjournment or closure of the meeting.


5.10     Vacant Seats


When a Board of Directors position becomes vacant, the directors can nominate an eligible person for the duration of the unexpired term. Otherwise, the vacancy may be filled at a general meeting.


If the number of directors in office is not sufficient to form a quorum, a special meeting may be convened to fill the vacancies.


5.11     Dismissal of a Director


A director can be dismissed during a special meeting convened for that purpose, and to which only members have been invited.

A director can not be dismissed unless he or she has received a written account of the reasons, and been given the place, date, and time of the meeting.

A vacancy that results from a director’s dismissal can be filled during the meeting in which the dismissal took place or, failing that, by the Board of Directors, in accordance with Article 85 of the Act.


5.12     Conflict of Interest


A director with a direct or indirect interest in a company, a contract, or an economic activity that puts his or her personal interests in conflict with his or her role as a member of the Cooperative must, subject to revocation of office, disclose his or her interest, abstain from voting, and avoid influencing the decision relating to this conflict. This disclosure is made in writing and will be recorded in the minutes of the board’s deliberations. He or she must also withdraw from the meeting for the duration of the deliberations and decision-making process.


Any other agent of the Cooperative that is in a conflict of interest situation must report his or her interest to the board in writing under pain of dismissal, termination of contract, or any other measure determined by the board. He or she must also refrain from influencing the board’s decision and, if necessary, withdraw from the meeting.


5.13     Compensation


Directors are not entitled to any compensation. They are, however, entitled to be reimbursed for any justifiable expenses made by them in performing their duties. Directors can nevertheless receive an attendance allowance that has been allocated to them at a general meeting.



(Reference : Articles 112.1 to 117 of the Act)


6.1       Chairperson


            a)     He or she presides over general meetings and board meetings;


b)     He or she ensures that bylaws are respected;


c)     He or she oversees the implementation of decisions taken at general meetings and by the board;


e)       He or she represents the Cooperative in its external relations.




6.2       Vice President


a)         He or she assists the chairperson of the board;


b)         He or she replaces the chairperson during his or her absence;


c)         He or she carries out any mandate delegated by the board.



6.3       Secretary


a)         He or she is responsible for keeping the minutes of general meetings and board meetings.


b)         He or she is responsible for the maintenance and custody of the Cooperative’s records and archives.


c)         He or she distributes notices of general meetings and board meetings;


d)         He or she is the ex officio secretary of the board and forwards whatever is required by law to various agencies.


e)         He or she performs all tasks inherent to his or her duties.



6.4       Treasurer


a)         He or she compiles and balances the accounting books and bank statements of the Cooperative in collaboration with the general manager.


b)         He or she maintains the register of shares held by members of the Cooperative.


c)         He or she must submit the books in his or her custody to the board, an auditor, or to any other form of inspection required by law.



(Reference : Articles 90, 128 to 134 of the Act)


7.1       Insurance


                           The board must insure the Cooperative against the following risks : theft, fire, vandalism, liability, misappropriation, directors’ and manager’s liability, accidents, etc., and must also purchase employer insurance and deposit insurance.



7.2       Allocation of the Cooperative’s Net Profits


On the recommendation of the Board of Directors, the Cooperative can distribute its net profits in several ways. The terms and conditions will be determined by a members’ meeting on the recommendation of the board.



7.3       Fiscal Year


            The fiscal year begins on January 1 of each year and end on December 31 of the same year.



7.4       Benefits of Membership


Members may receive discounts calculated as a percentage of purchase, either in the form of discount coupons or some other method, according to the recommendations of the Board of Directors.



7.5       Annual Report


In the four months following the end of the fiscal year of the Cooperative, the board prepares an annual report which shall contain, in particular, the following:

-       The name and address of the Cooperative, as well as any other name it goes by;

-       The name of the directors and managers;

-       The list of the Cooperative’s members, or the number of members;

-       The financial statements for the past fiscal year;

-       The auditor’s report;

-       The date of the annual general meeting;

-       The number of people employed by the Cooperative, if necessary;

-       Any other information required by law.


In the 30 days following the annual meeting, the board forwards a copy of the annual report to the Minister.



7.7       Effective Date

            The current bylaw is effective as of May 22, 2008.




Date: May 29th, 2008             ___________________________________


[1]In concordance with a Resolution adopted by the Board of directors on October 14th, 2010

[2] The number of elected directors among the support members must not exceed one third of the total number of directors of the cooperative.


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