Cole Road Co-operative Community Inc.
|Passed by the Board of Directors on 09 February 2015; Confirmed
by the Members on 01 March 2015
ARTICLE 1 - ABOUT THIS BY-LAW
1.1 Priority of
This By law
- This By-law repeals By-law No. 7 Any future by law can only amend
this By-law if the future by-law states that it is doing so.
- If there is a conflict between documents, the documents will govern
in the following order:
ARTICLE 2: MEMBERSHIP
|To become members of the co-op, applicants must be approved by the board
and become residents of the co op. When considering applications, the
co-op must comply with the Ontario Human Rights Code.
2.2 Qualifications for Membership
|To become members of the co op, applicants must be sixteen years or
older. The co-op may have other by-laws stating qualifications that applicants
2.3 Applying for Membership
- Persons must apply for membership in writing on the form that the
co op provides.
- All members of an applicant’s household who are sixteen years
or older, and intend to live in the co op, must apply for membership
or long-term guest status. If they do not, the co op will not consider
- New members must:
- sign the occupancy agreement
- pay the lifetime membership fee
- pay the security deposit; and
- pay the first month’s housing charge.
- Applicants will still become members even if they do not do
the above, as long as they comply with 2.1 of this By-law.
- The board can require a new member to have a co-signer or to make
other special financial arrangements.
- If long-term guests are permitted as part of an applicant’s
household, the long-term guests and the member must sign a long-term
guest agreement as stated in the Occupancy By-law.
2.4 Rejection of Membership
|The Board shall not be obliged to give, nor shall any applicant
be entitled to receive, written or other reasons for the refusal of an
application for membership in the co-op.
1.5 Transfers and Withdrawals
|Members cannot transfer their membership to any other person. Rules
that apply to withdrawing from membership are in the Act and Articles
7 and 8 of the Occupancy By law. Membership ends when a member dies.
ARTICLE 3 - MEMBERS’ MEETINGS
3.1 Annual Members’ Meetings
The co-op must hold an annual members’ meeting within eighteen
months after incorporation. After that first meeting, annual meetings
must be held no later than
- fifteen months after the last annual meeting, or
- six months from the end of the co-op’s fiscal year.
3.2 Regular Members’
|The board must call regular members’ meetings at
least two times a year (including the annual meeting and the budget meeting).
3.3 Special Members’ Meetings
|The board or the members at a proper meeting can call a
special members’ meeting. Members’ meetings can also be called
as stated in Article 4 of this By-law.
3.4 Place of Meetings
|Members’ meetings must be held in the City of Guelph.
3.5 Notice of Members’
|Notice of any members’ meeting must be given to the members not
less than ten days nor more than fifty days before the date of the meeting.
Notice must include the time and place of the meeting. Notice must be
given to everyone who is a member at least eleven days before the date
for the meeting. 13.2 of this By-law states rules for giving notice. 13.3
of this By law states how to calculate the right date for giving notice.
3.6 Agenda of Regular or Special
- The agenda for each annual meeting must include
• approving the auditor’s report
• approving the financial statements, and
• appointing the auditor for the next year.
The agenda usually includes the election of directors, and reports
from the board, committees and staff.
The agenda must also include the general nature of any other business
to be dealt with at the meeting. Members can raise any matter at a
meeting but they cannot vote on it if it was not included in the agenda.
- The board sets the advance agenda for all members’ meetings.
The notice calling the meeting must either include the agenda or be
sent with the agenda. The notice must state the general nature of
the items that the members will consider. Members can raise any matter
at a meeting but they cannot vote on it if it was not included in
If proper notice is given, the members can make any decision or pass
any version of a by-law or budget. They can do this even if the version
they pass is different from, or contrary to, the original.
Members can add items to the advance agenda as stated in 3.6 (d) and
(e) of this By-law.
- At the meeting the members can adopt the advance agenda with or
without changes. However, only those items that were included in the
notice of meeting or advance agenda distributed by the board, or in
a notice as stated in 3.6(d) of this By-law, can be voted on. Items
added to the agenda under 3.6 of this By-law must be within the authority
of the members as stated in 4.1 of this By-law.
- Members can have any item put on the advance agenda. However, members
must give the corporate secretary written notice of the item at least
ten days before the deadline for sending out the notice of the meeting.
Any items which members add will be put at the end of the advance
agenda unless the members change the order of the agenda during the
- If the members do not give notice to the corporate secretary in
time, they can, at their own expense, give written notice directly
to all members at least ten days before the date of the meeting.
- A copy of a proposed by law or budget does not have to be given
with the agenda or notice of meeting. However, a copy must be given
to each member as stated in 13.2 of this By-law at least five days
before the meeting.
3.7 Continuing a Meeting on
- If business is not completed at a meeting, the members can make
a decision to continue the meeting on another date. The members can
set a specific date, or state how a date will be chosen. A majority
vote is needed to make the decision.
The agenda of the original meeting will be followed at the continued
meeting unless the members decide to change it.
- If the members set a specific date for the continued meeting, there
is no need to give another notice. If they do not set a specific date,
the board must give at least five days’ notice of the continued
meeting unless the members decided on a different notice period.
- Decisions made at a continued meeting will have the same effect
as if they were made at the original meeting.
3.8 Quorum at Members' Meetings
- Quorum at members’ meetings means the minimum number of members
who must be present for the co op to hold a members’ meeting
and make decisions or transact any business.
If there is no quorum, anything discussed has no official status.
- Thirty-five percent (35%) of the members make up a quorum.
- A meeting must be called off if a quorum has not arrived thirty
minutes after the meeting is scheduled to start. The members who are
present can vote to continue the meeting on a date not less than six
and not more than fifteen days later. There must be at least five
days’ notice of the continued meeting.
- If a full quorum has not arrived thirty minutes after the continued
meeting is scheduled to start, the quorum for that meeting will be
ten percent (10%) of the members.
- If members have requisitioned a meeting and there is no quorum
present thirty minutes after the meeting was scheduled to start, the
meeting must be called off. Those present do not have the right to
continue the meeting as in 3.8 (c). The board does not have to call
another meeting in response to the requisition.
3.9 Attendance by Non-Members
- Employees of the co-op who are not members have the right to attend
and speak at members’ meetings unless the members decide otherwise.
They cannot vote or make motions.
- Other non-members can attend and speak at meetings only if the
chair gives them permission. The members can reverse the chair’s
permission. Non-members cannot vote or make motions.
3.10 Record of Attendance
|The corporate secretary is responsible for recording the
names of all persons who attend members’ meetings.
3.11 Conduct of Members’
|The Rules of Order are a part of this
By-law and are attached as Appendix A.
The chair uses the Rules of Order to run members’ meetings, and
decides any question about procedure which is not in the Rules of Order.
The members have the right to appeal the chair’s ruling as stated
in the Rules of Order.
- Every member of the co-op has the right to one vote at any members’
meeting. Anyone can vote who is a member at the time that the vote
- Only members who are present at the meeting can vote. Members cannot
appoint someone else to vote for them.
- A majority vote is needed to make any decision, unless a by-law,
or the Act, states differently.
- A two-thirds majority is needed to pass or amend by-laws.
- An abstention is not counted as a vote. A tie vote defeats the
ARTICLE 4 - MEMBER
4.1 Powers of Board and Members
- The board runs the business of the co-op. The members do not do
this directly. However, the powers of the members include
- electing directors under 5.4 of this By-law
- removing directors under 5.11 of this By-law
- approving the budget and housing charges under Article 4 of the
- requisitioning directors to act under Article 4 of this By-law,
- appointing the auditor each year under 11.3 of this By-law.
- The Act allows members’ meetings to make decisions if
- the by-laws or the Act say that a members’ meeting must decide
- the by-laws or the Act give members the right to overrule a board
- members follow the procedures in the Act and in Article 4 of this
4.2 Requisition for Passing
a By-law or Directors’ Resolution
- Ten percent of the members can requisition the directors to pass
any by-law or resolution. They must sign and deliver a notice to the
co-op’s office. The notice must state the wording of the by-law
- The board does not have to comply with the notice. If it wishes
to comply, it must pass the by-law or make the decision within twenty-one
days. If confirmation is required, the board must also call a members’
meeting to confirm it within the twenty-one day time limit, or put
it on the agenda for a meeting that has already been called. The meeting
does not have to be held within the twenty-one day limit.
If the board does not wish to comply with the notice, any of the members
who requisitioned the meeting can call a members’ meeting for
that purpose. This members’ meeting has the full power to pass
the by-law or make the decision. This is the only way that members
can adopt a by-law that the board has not passed.
- The rules for these requisitions are in section 70 of the Act.
4.3 Requisition To Put a Resolution
on the Agenda of a Members’ Meeting
- Five per cent of the members can requisition the directors to put
a resolution on the advance agenda for the next members’ meeting.
They must sign and deliver a notice to the co-op’s office. The
notice must state the wording of the resolution. This notice may include
an explanation of the resolution of no more than one thousand words.
The board will include this with the notice.
- This procedure does not allow the members to
Members can have any item put on the advance agenda for a members’
meeting as stated in 3.6(d) of this By-law.
- pass a by-law unless the board has already passed it, or
- make a decision unless the members already had the right to make
it without a requisition.
It does allow members to remove a director under 5.11 of this By-law.
The rules for these requisitions are in section 71 of the Act.
4.4 Requisition for a Members’
- Five percent of the members can requisition the directors to call
a meeting for any purpose that is
• connected with the business of the co-op, and
• is in agreement with the Act.
They must sign and deliver a notice to the co-op’s office. The
notice must state the purpose for calling the meeting.
- The board can include the business of the requisitioned meeting
as part of any meeting that is scheduled during the time period stated
in section 79 of the Act. Therefore, it is not necessarily a separate
- This right to requisition does not allow the members to pass a
by-law unless the board has already passed it. This procedure is to
be used when the board is not calling members’ meetings as often
as it should. It does not give the members any authority which they
do not already have.
- The rules for these requisitions are in section 79 of the Act.
ARTICLE 5 - BOARD
5. Powers and Duties of the
- The board manages and directs the business of the co-op. It can
use all the powers of the co-op, unless the Act or the by-laws say
that a members’ meeting is needed to decide on a specific matter.
- The board can act only by a decision at a proper board meeting.
- The board must carry out the list of responsibilities attached
to this By-law as Appendix E.
5.2 Number of Directors and
- The board is made up of eight (8) directors.
- Quorum at board meetings means the minimum number of directors
who must be present to hold a board meeting and make decisions or
transact any business.
- Five (5) directors make up a quorum to deal with the business of
5.3 Who Can Act as a Director
- The rules stating who can be a director are in section 89 of the
Act. They are repeated in this By-law.
To be a director, a person must be eighteen years or older and
a member of the co-op. A majority of directors must be Canadian
citizens or landed immigrants. Anyone who is an undischarged bankrupt
or mentally incompetent cannot be a director.
Directors must not owe any money to the co-op other than future
payments for their member deposit. A director must have a signed
payment agreement for these payments.
Directors must be elected at a members’ meeting. Members
cannot be directors if they were present at a meeting and refused
to accept the office. If absent, a person must agree in writing
to be a director. They must do this within ten days of the meeting.
If not, there is a vacancy on the board and 5.12 of this By-law
The co-op can use the sample agreement form that is attached to
this By-law as Appendix B.
5.4 Election of Directors
- Members elect the directors. Normally, elections take place at
the annual meeting but they can be scheduled for another meeting.
If vacancies occur, the board appoints someone as stated in 5.12 of
- Sections 90 and 91 of the Act state the election procedures that
the co-op must follow.
The election is by secret ballot. Members must cast a number of votes
equal to the number of positions to be filled. Any ballot which has
more or less votes will not be counted. For example, if the meeting
is electing four directors, then members must vote for four of the
candidates. Members cannot vote more than once for a candidate. Members
cannot appoint someone else to vote for them.
- If the number of nominees is equal to the number to be elected,
or less, the corporate secretary will cast a single vote in favour
of all the candidates.
- Members can vote only during a proper meeting. There must be a
quorum present from the time the ballot boxes open until the final
vote is cast. There does not have to be a quorum present while the
votes are being counted and when the results of the vote are announced.
If there is a tie and a quorum is no longer present, then the board
must call a new meeting to complete the election.
5.5 Election Officer or Committee
- Before the meeting to elect directors, the board can appoint an
election officer or an election committee. The officer or committee
members do not have to be members of the co-op.
The election officer or committee is responsible for
- giving information about the election to the members, including
educating members on the duties and responsibilities of the board
- getting candidates
- making sure that the election follows the rules stated in the
Act and the co-op’s by-laws, and
- supplying initialed ballots with a number of spaces equal to
the number of directors to be elected.
- The election officer or committee should try to have more candidates
than the number of directors to be elected.
- If the election officer or committee presents a list of candidates
to the meeting, those candidates still have to be nominated. Members
can nominate any other candidate.
5.6 Procedures for Elections
- The members can appoint an election officer or committee. If the
board has appointed an election officer or committee for the election
meeting, the members can approve this appointment for the meeting
or appoint someone else. If no one is appointed, the chair can perform
the duties of the election officer or committee or appoint someone
- The candidates who receive the greatest number of votes are elected
to the board. The election officer or committee counts the votes and
announces the results. The officer or committee should not announce
the number of votes that each candidate got or the order in which
- A second election must be held immediately if there is a tie for
the final position on the board. In the second election only the candidates
who were tied for the final position can be on the ballot.
- If a quorum is present and a member moves to have a recount immediately
after the results are announced, and ten members agree, there must
be an immediate recount with scrutineers present. Detailed results
must be announced.
- After the election, the election officer or committee must return
the ballots to the ballot box. The ballots must be kept in a sealed
container in the co-op office, or some other safe place, for seven
days. Then the officer can destroy the ballots.
- During the seven day period ten percent of the members can requisition
a special members’ meeting to recount the votes. If this happens,
the ballots must be kept until the requisitioned meeting. There must
be scrutineers present at the recount and detailed results must be
announced. Until the recount, the results announced at the election
meeting will stand.
5.7 Term of Office
- The directors will have staggered terms. At the first election
using this system, the four candidates with the largest number of
votes will be elected to a two year term. The next four candidates
will be elected to a one year term. All directors will be
elected to two year terms from then on.
In a newly developed co-op, this system of staggered terms will begin
with the first election after the co-op has housing units ready for
If an existing co-op does not already have this system, it will begin
at the first election after this By-law is passed.
- Unless they resign or are removed, directors serve until the first
board meeting following the election of their successors.
- Once the first housing units of the co-op are occupied, no director
can be elected for more than two consecutive terms.
5.8 Conduct of Individual Directors
Each director must
- act honestly, in good faith and in the best interests of the co-op
at all times
- attend all board and members’ meetings, unless excused by
- prepare for all meetings, and
- keep confidential any private information about the affairs of
the co-op, its members or staff.
5.9 Indemnification of Directors
- The co-op will indemnify all directors and officers, and their
heirs and legal personal representatives, to the maximum extent permitted
by section 110 of the Act. This includes paying for any judgment or
costs against directors and officers less any costs that result from
failing to comply with their duties to the co-op. The co-op will indemnify
all employees to the same extent.
The co op should sign an agreement promising to do this. The co-op
can use the sample agreement form that is attached to this By-law
as Appendix C.
- The co op must purchase insurance to cover this liability.
5.10 Resignation of a Director
|A director can resign by giving written notice, delivered either to
the president or to the co-op office.
The resignation will not take effect until the board accepts it. The board
must accept any resignation at the first meeting after it is received,
unless it is withdrawn.
5.11 Removal of a Director
- Members can remove a director
The members can remove any director before the end of the director’s
term. Notice that a motion will be made to remove a director must
be given at least ten days before the meeting. This motion must be
passed by a majority vote.
- The board can recommend removal
The board can recommend that the members remove a director if the
• is absent from three consecutive board meetings without permission
or proper excuse
• has broken the confidentiality rules in Article 10 of this
• has not carried out the other responsibilities of a director,
• has not carried out the responsibilities of a member or has
broken the co-op’s by-laws.
The board must give written notice to the director of the board meeting
held to discuss the recommendation. The notice must state:
i. the time and place of the meeting, and
ii. the reasons for the recommendation.
Notice must be given to the director at least seven days before the
The director can appear and speak at that board meeting. The board
decides and votes on the recommendation without the director present.
If the board votes to recommend the removal of a director, it must
present a resolution to the next members’ meeting. The members
must then make a decision. The director remains in office until the
members make a decision.
- When the members remove a director
The members can elect any qualified person to replace the director
for the rest of the term of the former director. If the members do
not do this, then 5.12(b) applies.
- When vacancies occur for any other reason
If there is still a quorum on the board, the directors can appoint
a qualified person for the rest of the term of the former director.
The appointment takes effect immediately. But the election of the
director must be put on the agenda for the next members’ meeting.
The appointment will be considered confirmed unless the members elect
If no quorum of directors remains in office, the remaining directors
must call a members’ meeting to fill the vacancies. At that
meeting the members elect directors to serve the rest of the terms
of the former directors.
- 5.4, 5.5 and 5.6 of this By-law apply to filling vacancies except
that normally there is not an election committee.
5.13 Board Meetings
- Place of meetings
Board meetings must be held in the City of Guelph.
- Regular meetings
The board must hold regular monthly meetings on a date decided at
the previous meeting, or at a regular time set by the board. There
is no need to give notice of regular meetings.
- Special meetings
The board can hold special meetings. A special meeting can be called
by a decision of the board, by the president or vice-president, or
by a quorum of directors.
Each director must be given at least three days written notice of
a special meeting. The notice must state the general nature of the
- Emergency meetings
A special meeting of the board can be called on less than three days’
• there is an emergency, and
• a quorum of directors is present at the meeting.
Emergency meetings can be called only in very unusual circumstances.
For example, roof repairs might have to be done immediately to avoid
serious damage. Notice of an emergency meeting must be given in writing
or by telephone, and both if possible.
There must be a report to the next regular directors’ meeting
of any decision made at an emergency meeting.
- Agenda of a board meeting
An agenda should be given to directors before a board meeting. The
agenda contains the items that the directors will consider at the
meeting. At regular meetings, however, the board can consider or adopt
any motion even if no notice of the item was given.
At special meetings or at emergency meetings, the board can only consider
the business stated in the notice, or the agenda given with the notice.
- Giving up the right to a notice
Directors can give up their right to a notice. This must be done in
The chair of board meetings can be either the president or another
person chosen by the board.
The chair can vote on all matters which come before board meetings,
but cannot vote a second time if there is a tie.
A majority vote is needed to make a decision unless this By law states
This By-law’s procedures for members’ meetings and the
Rules of Order also apply to board meetings except when this By-law
states differently. Procedures at board meetings will be the same
as members’ meetings with all appropriate changes.
- Taking part in meetings
If none of the directors present at a meeting objects, any or all
directors can participate in a board meeting by telephone or other
communication equipment. All the directors must be able to hear each
5.14 Members, Non-Members and
Employees at Board Meetings
|Members and employees of the co-op can attend board meetings except
when the board makes a decision stating that some or all of the business
of the meeting is confidential. Persons who are not directors can speak
with the board’s permission, but they cannot make motions or vote.
5.15 Minutes of Board Meetings
- The minutes, or brief summaries, of all board meetings should be
made available to members as soon as possible after the meeting.
For example, this can be done by publishing them in the co-op newsletter,
sending them to members’ units, or putting them up in a prominent
location in the co-op.
A copy of the board minutes must be available to members in the co-op
office during regular office hours.
- Confidential minutes must only be available to board members unless
the board decides otherwise.
ARTICLE 6 - OFFICERS
6.1 Meaning of “Officers”
|Unless this By-law or the Act states differently, the word
“officers” means only the officers as stated in this article.
It does not refer to employees of the co-op.
6.2Election of Officers
- The board elects the following officers annually, or more often
- corporate secretary
- the delegate to the Central Ontario Co-operative Housing Federation,
- the delegate to the Co-operative Housing Federation of Canada.
All officers will be elected at the first meeting after the board’s
election. The board can fill vacancies as necessary. The board can
elect any other officers and give them any authority and duties.
- No person can hold more than one office, except that an officer
can be elected as delegate to the Central Ontario Co-operative Housing
Federation or the Co operative Housing Federation of Canada. The same
person can be a delegate to both federations.
- All officers must be members of the co-op. Only the president and
vice-president must be directors.
The office of president or vice-president becomes vacant as soon as
the office-holder resigns, or is removed, as a director.
6.3 Removal of Officers
This section deals with removing an officer. 5.11 of
this By-law deals with removing a director.
- A majority of the board can remove any officer by a decision at
any time and for any reason. Notice of this decision must be given
to all directors.
- If the officer is not a director, the officer is also entitled
to notice of the meeting and the opportunity to be heard at the meeting.
- The directors can immediately choose another qualified person to
fill the vacancy.
6.4 Resignation of Officers
|This section deals with the resignation of an officer.
5.10 of this By-law deals with the resignation of a director.
An officer can resign by giving written notice to the president or the
office of the co-op. The resignation takes effect when the board accepts
it. The board must accept any resignation at the first meeting after it
is received, unless it is withdrawn.
6.5 The President and Vice-President
- The president
- gives leadership to the co-op
- follows the decisions approved at board and members’
- co-ordinates the work of the board, committees, members and
- The president and vice-president work together to carry out the
above responsibilities. They decide how they will share them. They
review their roles regularly to make sure that they are carrying out
all the responsibilities.
6.6 The Secretary
- The secretary must ensure that:
- all required notices of board and members’ meetings are
- all the necessary documents for board and members’ meetings
- the minute book of the co-op is kept up to date;
- all legally required notices are given, such as the notice
- all necessary notices are filed with the Ministry of Financial
- complete minutes of all board and members’ meetings are
kept and distributed before the next meeting; and
- a copy of all new by-laws is given to the members as soon as
possible after they are confirmed.
- The secretary will not personally perform these duties if they
are part of staff duties. The co-ordinator or manager must see that
all the staff duties are done and that legal requirements are met.
6.7 Recording Secretary and
The board can appoint a recording secretary and a corporate
- A recording secretary takes and distributes the minutes of board
and members’ meetings.
- A corporate secretary is responsible for all the other duties of
6.8 The Treasurer
|The treasurer must understand and review the co-op’s
finances and report on them to the board, the finance committee and the
members. The co-ordinator or manager is responsible for the day-to-day
financial management of the co-op.
6.9 Delegate to COCHF or CHFC
The delegate to the Central Ontario Co-operative Housing
Federation (COCHF) or the Co-operative Housing Federation of Canada
- represents the co-op at meetings of the federation;
- informs the board and the members of what the federation is doing;
- informs the federation of the views and concerns of the co op;
- votes at federation meetings. The delegate must get direction from
the board on important issues if there is time.
ARTICLE 7 - STAFF
7.1 Employment of Staff
- The board hires employees to fill all staff positions.
- The board should provide a job description for each staff position
where appropriate. The job description states the responsibilities
and authority of the position.
- The board and the members must pass a by law or a special resolution
if they want to employ an outside agency to provide management services.
- A permanent full-time employee cannot live in the co op.
7.2 Supervision of Staff
- The board is the final authority for the co-op in relation to employees.
It sets the terms of employment.
- The employees work under the instructions of the board. However,
the personnel policy or job description may state that some employees
will work under the instructions of a senior employee.
- Employees must provide any information about their position that
the board asks for.
ARTICLE 8 - COMMITTEES
8.1 Creating Committees
There are two ways to create a committee.
- The board can create a committee. It can decide on the duties of
the committee and appoint the committee’s members.
- A members’ meeting can create a committee. The members’
meeting can decide on the duties of this committee and appoint the
committee’s members. These duties are limited by 8.2(b) of this
By law. If the members’ meeting does not decide on the duties,
the board can do so.
8.2 Role of Committees
- Each committee reports to the board at least quarterly.
- A committee must have the authority from a by law or from a motion
passed by the board to
- spend any money
- authorize any expense
- enter into any contract, or
- commit the co op to any action.
ARTICLE 9 - CONFICT
9.1 Carrying Out Duties
|All officers, directors, committee members and employees
are bound by the terms and conditions of By-Law 2015.03 (Conflict of Interest
By-Law) and must carry out their duties honestly, in good faith and in
the best interests of the co op rather than in their own interest.
ARTICLE 10 - INFORMATION
10.1 Access to Member’s
Files and Accounts
|Members have the right to see their own personal files
and financial accounts during co op office hours. Members may have to
make an appointment. If any member believes that there is an error in
their personal file or accounts, co-op staff should try to correct the
problem. If staff does not think there is a mistake, they should explain
the record to the member. If the member is still not satisfied, the member
can take the matter to the board by sending a letter to the board or going
to a board meeting.
Members can put written statements in their files.
10.2 Confidentiality of Board
and Committee Business
- Sometimes directors or committees discuss confidential matters.
All directors and committee members must keep these matters secret,
even after they are no longer directors, members of the committee,
or members of the co op.
Confidential matters are
- personal and financial information about members and other
- personal information about co op employees, and
- information about co op business which should be kept secret
to protect the co op.
- Officers, employees or members sometimes learn confidential information.
They must keep that information secret and not pass it on to anyone
- When the board discusses confidential matters, the minutes of these
discussions must be kept in a separate section of the minute book.
Only board members can see the confidential minutes.
- Directors must decide which items are confidential. They should
remember that members have the right to be fully informed about the
co op’s business. They must have a good reason for keeping something
- Confidential or other personal information may be made available
to the board as stated in the Occupancy By-law.
- Directors and committee members should sign a confidentiality agreement.
The co op can use the sample agreement form that is attached to this
By law as Appendix D.
ARTICLE 11 - FINANCIAL
11.1 Fiscal Year
|The fiscal year of the co-op starts July 01 and ends June
30 of the following year.
11.2 Bonding Officers and Employees
The following persons must be bonded:
- every officer or employee in charge of or handling money or securities;
- every signing officer; and
- any other officer, employee or person under contract that the board
decides should be bonded.
- The members appoint an auditor at each annual members’ meeting.
The auditor can be either a chartered accountant or a chartered accountant
The auditor stays in office until the members appoint the next auditor.
The board will arrange for payment of the auditor if authorized by
- Sections 124 and 125 of the Act state how to remove an auditor
and appoint a different auditor.
- The auditor must have access to the books, accounts and vouchers
of the co-op at all reasonable times.
- The directors, employees and officers of the co-op must provide
any information and explanations which the auditor needs.
11.4 Auditor’s Report
|The auditor reports at the annual members’ meeting
on the financial statement of the co-op.
11.5 Signing Officers
- The president, vice-president, corporate secretary and the treasurer
will be signing officers.
- All cheques or other negotiable documents must be signed by two
signing officers. Officers must never sign a blank cheque.
Before signing a cheque or other negotiable document, the officers
must make sure that the expense has been properly approved.
- All other documents must be signed by two signing officers. This
includes any written commitment of the co-op such as a contract for
work to be done. Before signing a document, the officers must make
sure that the document has been properly approved.
The board can make a specific decision to appoint any officer, director
or employee to sign documents, or any class of documents, for the
- Signing officers must have board approval before making any commitments,
or entering into contracts or obligations, for the co-op.
- When authorizing a document, the board can decide its exact form.
If it does not, the signing officers can approve the final document.
- Anyone who has the authority to sign documents can also put the
corporate seal on a document.
11.6 Power to Borrow
- The board can:
- borrow money on the credit of the co-op
- issue, sell or pledge securities of the co-op, and
- use the property of the co-op as security for a loan or payment
of a debt.
- Total liabilities under 11.6 (a) cannot be more than $25,000, unless
the members approve by a special resolution.
- The co-op has or will get a first mortgage loan under a government
program. The board may authorize this loan without a special resolution.
This includes preliminary funding prior to taking out the first mortgage.
The board must pass a special resolution to obtain any new first mortgage
if the co op has units ready for occupancy. The board does not have
to pass a special resolution if it is renewing or refinancing an existing
loan without increasing the principal.
11.7 Investment of Co-op Funds
|The board can invest co-op funds in accordance with the
terms and conditions of By-Law No. 2015.03 ( Investment By-Law).
ARTICLE 12 - MEMBERSHIP
12.1 Membership in Federations
|The co op should become a member of co-operative federations
and associations which support and promote co-operative housing. The co-op
must pay the reasonable expenses of members appointed to attend federation
ARTICLE 13 - NOTICE
13.1 Defects in Notice
|A minor error or omission in any notice will not affect
any decision made by the board or members. This includes accidentally
failing to give notice to a person entitled to it. It also includes a
person’s not receiving a notice that was sent.
13.2 Delivery of Notice
- Except where the Act states otherwise, the co op needs to give
only one notice per unit. Any notice or other document can be:
- handed personally to the member
- left with an adult in the member’s unit
- left in the mail box
- taped to the door
- delivered in any other manner to the member’s unit, or
- put in the member’s box in the co-op’s internal
mail box system.
- These rules do not apply to notices given to members when they
are being evicted. The rules for eviction notices are in 10.3 of the
13.3 Calculating Time for Notices
|When calculating the time for a notice, the date on which
the notice is given is not counted, but the date of the meeting or event
is counted. For example, a members’ meeting is scheduled for Thursday,
October 21. The By law says that there must be a notice of ten days. Counting
back ten days, including the day of the meeting, this count will end at
Tuesday, October 12. Therefore, notice should be given on or before Monday,
October 11. Sundays or holidays are included when counting.
|CERTIFIED to be a true copy of By law No 2015.01
of Cole Road Co-operative Community Inc., passed by the board of directors
at a meeting held on the 9th day of February, 2015 and confirmed by a
two-thirds majority at a meeting of members held on the 1st day March,2015.
|Rules of Order
for Members's Meetings
|Conflict of Interest