Ægir Cooperative

BY-LAW NUMBER 1: GOVERNANCE

DRAFT

Chapter I: Definitions

1.1. Definitions

In this by-law, these terms are defined as follows:

  1. "The cooperative": The Ægir Cooperative.
  2. "The Act": The Cooperatives Act, CQLR c C-67.2.
  3. "The board": The cooperative's Board of Directors.
  4. "Member": A natural person or an organization who uses the cooperative services for their professional needs in the IT sector.
  5. "Auxiliary member": A natural person or an organization who uses the cooperative services for their professional needs in the IT sector during his probation period.
  6. "Support provider member": A member who provides Aegir support on behalf of the cooperative.

Chapter II: Capital Stock

2.1. Qualifying shares

To become a member, a person must subscribe the following number of qualifying shares. The value of common shares is ten dollars ($10.00) each and preferred shares is one dollar ($1.00) each.

Number of common shares Number of preferred shares Total
One (1) Four-hundred ninety (490) $500 (USD)

2.2. Payment terms

The member's qualifying shares are payable either:

  1. in full ($500.00) on admission to membership, or
  2. at the rate of twenty dollars ($20.00) cash on admission to membership and the balance in equal and consecutive monthly installments of forty dollars ($40.00).

Where a dividend is declared, the amount allocated to the member goes directly against his debt to the cooperative as payment on the capital subscribed and unpaid.

2.3. Transfer of shares

The common shares are not transferable. This includes the purchase of an organizational member by another organization.

Preferred shares may be transferred with the approval of the Board upon written request of the transferor.

Shares are only transferable to members of the cooperative.

The transfer of shares is effected by simple transcription in the register of members.

2.4. Reimbursement of common shares

Subject to the restrictions set out in Section 38 of the Act, the reimbursement of the common shares is carried out according to the following priorities:

  1. Death of a member
  2. Resignation due to disability or retirement
  3. Other resignations
  4. Exclusions

The reimbursement is then carried out in chronological order of the requests within each of the priorities stated above.

2.5. Preferred shares

The board is authorized to issue preferred shares and determine their characteristics.

2.6. Reimbursement of preferred shares

Subject to the restrictions set out in section 38 of the Act, the repayment of the preferred shares is performed according to the conditions set out by the board in compliance with section 46 of the Act.

Chapter III: Members

3.1. Admission as a member

To become a member of the cooperative, a person or company must:

  1. Subscribe the minimum number of shares as stipulated in Section 2.1 of this by-law and pay for them in accordance with Section 2.2.
  2. Have completed, as an auxiliary member, a trial period of twelve (12) months following his/her request to become an auxiliary member, except in the case of a founder;
  3. Comply with the provisions of Section 51 of the Act.
  4. Be a:
    1. Support provider of the cooperative as stated in Section 1(f) of this by-law;
  5. Sign the member agreement.

3.2. Admission as an auxiliary member

To become an auxiliary member of the cooperative, a person or company must:

  1. Have an interest as a user of the cooperative's services;
  2. Apply for membership as an auxiliary member and be admitted by the board as such;
  3. Undertake to complete a trial period of twelve (12) months;
  4. Participate in training sessions on cooperatives;
  5. Undertake to comply with the by-laws of the cooperative;
  6. Sign the auxiliary member agreement.

3.3. Rights of auxiliary members

The auxiliary members are invited to the general meetings; they may attend and speak, but cannot vote and are not eligible to any position in the board.

Chapter IV: Members Assembly

4.1. General Assembly

All general assemblies are held at the location, on the date and at the time determined by the board subject to sections 77, 78 and 85 of the Act.

4.2. Notice of Meeting

The notice is given by email at least ten (10) days before the date of the meeting. The decisions made at a general meeting cannot be rescinded on the grounds that some members did not receive or read the notice.

4.3. Remote participation

Members can attend a special meeting of the cooperative by means of communication enabling all participants to communicate with them in real time.

The meeting may be held by videoconference or teleconference.

The vote in such a meeting will be taken by email or instant messaging.

4.4. Vote

The vote is by show of hands unless a majority of members present at the meeting decide otherwise.

Chapter V: Board of Directors

5.1. Eligibility of members

To be eligible as a director, a member must:

  • Have paid any due payments on his/her subscribed shares and any other amount due;

5.2. Composition

The board is made up of five (5) directors.

One of these directors may be selected from non-members.

5.3. Term of office

The term of office of a director is three (3) years.

5.3.1. Director rotation

  1. For the first three (3) years of the foundation of the cooperative, the term of office of the directors is as follows:
    1. Two (2) positions will be up for election after the first year, two (2) positions after the second year and the last position after the third year.
  2. A random draw will determine the positions that will be up for election after the first and second years.
  3. The term of office of the directors elected afterward will be three (3) years.

5.4. Nomination of non-members directors

  1. Nominations of non-members as directors are recommended at the Assembly by the board which has previously provided consent of such persons;
  2. Each nomination must be approved by the Assembly;
  3. After acceptance, if the number of candidates equals the number of vacant position, candidates are elected by acclamation;
  4. If the number of accepted candidates exceeds the number of positions to be filled, there is an election in accordance with the election procedure;
  5. If no nominations are accepted by the Assembly, it must fill the vacancy among the members of the cooperative.

5.5. Nomination and election of directors

The cooperative’s president and secretary are election chairman and secretary, unless they are nominated:

  1. The assembly names a scrutineer and, if need be, an election chairman and secretary. By agreeing to act in this capacity, these persons also agree to not be nominated.
  2. The chairman reads the names of the directors whose term haves ended.
  3. Afterward, he informs the assembly of the following points:
    1. The directors whose term is ending are eligible for reelection;
    2. The members can nominate as many candidates as they wish;
    3. The nominations are closed upon motion duly seconded and not contested;
    4. The chairman verifies the acceptance of each candidate upon his nomination. Any refusal automatically eliminates the candidate;
    5. Afterward, if there are more candidates than vacancies, an election takes place. If the number of candidates is equal to that of vacancies, the candidates are elected by acclamation; if the number of candidates is lower than that of vacancies, the board may fill the positions during the cooperative’s fiscal year, in compliance with section 85 of the Act;
    6. In the event of an election, the vote is by secret ballot. A ballot paper is given to each member, who then writes the name of the candidates of his choice. The number of names on the ballot must equal that of the vacancies;
    7. The scrutineer adds up the votes obtained by each candidate and relays the outcome to the election chairman;
    8. For each vacancy, the chairman declares elected the candidate who has received the most votes, without stating, however, the actual number of votes;
    9. In case of equality of votes for the last vacancy, the vote is repeated only among the candidates with an equal number of votes;
    10. If, after a second vote, the equality remains, the director is chosen by a random draw;
    11. A recount of the votes is carried out if at least one third of the members present request it. The candidates concerned are then present for the recount;
    12. The ballots are disposed of by the scrutineer immediately after the vote;
    13. All decisions made by the chairman with regard to the procedure binds the assembly unless these members reverse them with a majority of the votes cast by the members present.

5.6. Board meetings

The board of directors meets as often as the cooperative’s interest requires.

The notice is given by email at least five (5) days before the date of the meeting.

In the event of an emergency meeting, the time of notice is, exceptionally, reduced to twenty-four (24) hours.

The directors can use means of telecommunication to participate in meetings of the board if they are unable to do it physically.

All previous acts and motions carried at board meetings are deemed to be regular and valid even if it is subsequently discovered that the appointment of a director is tarnished by irregularities or that either one of the directors is not competent to be on the board.

Chapter VI: Powers and Duties of the Cooperative’s Officers

6.1. President

  1. He/she presides over the general assemblies and board meetings;
  2. He/she ensures that the by-laws are complied with;
  3. He/she oversees the execution of decisions made at general meetings and board meetings;
  4. He/she represents the cooperative in its dealings with the outside world.

6.2. Vice-president

  1. He/she assists the chairman at board meetings;
  2. He/she fills in for the chairman in his/her absence;
  3. He/she executes any mandates given by the board.

6.3. Secretary

  1. He/she is responsible for drawing up the minutes of the general meetings and board meetings;
  2. He/she is responsible for maintaining and keeping the cooperative’s register and archives;
  3. He/she forwards the notices for the general meetings and board meetings;
  4. He/she is automatically appointed secretary of the board and forwards to the various organizations what is required by law;
  5. He/she performs all tasks related to his duties.

6.4. Treasurer

  1. He/she safe-keeps the portfolio, funds and accounting books and is responsible for the bookkeeping and accounting;
  2. He/she must submit the books he safe-keeps to annual auditing and inspections prescribed by law;
  3. In the three (3) months following the end of each fiscal year, he must prepare the financial portions of the annual report prescribed under Section 132 of the Act, cooperate with the auditor and submit these to the board for approval;
  4. He/she keeps up to date the register of the shares held by the members;
  5. He/she performs all tasks related to his duties.

6.5. General Manager

The Board is authorized to determine the powers and duties of the general manager.

Chapter VII: Activities

7.1. Insurance

The board must insure the cooperative and its directors as required.

7.2. Fiscal year

The fiscal year begins on January 1st of each year and ends on December 31st.

7.3 Effective date

This by-law is effective as of July 8, 2016.

It rescinds and replaces any previous internal management by-law.

Date: _______________________________________ __________________________________________________________
(Secretary)