Bylaws (Proposed) | Travel-ING On

b) The "Provincial Act" refers to the current corresponding Act, inclusive of all amendments made, of the province the cooperative, or any of its chapters, are operating in.
c) “Bylaws” refer to these bylaws created by the Travel-ING On Tourism Cooperative (hereafter referred to as the Cooperative).
d) The “Articles” refer to the articles of incorporation that were filed to create the Cooperative.
e) The “Board” and “Directors” refer to the board of directors of the Cooperative.
f) “Director” refers to a member that has been elected to the board of directors of the Cooperative.
g) A “Member” refers to an individual or body corporate that has fulfilled the requirements of membership set by these bylaws and that have been approved by the board of directors.
h) An “Ordinary resolution” refers to a resolution that requires a majority of votes to be accepted.
i) “Patronage returns” refers to profits that are shared with members in proportion to business done with the Cooperative.
j) A “Special resolution” refers to a resolution that requires at least a two-thirds majority of the votes cast to be accepted.
k) The “Regulations” refer to the Canada Cooperatives Regulations and/or any Provincial Cooperatives regulations that may apply.

l) "Services" are defined as products purchased outside of any complimentary offerings included in membership.

m) A 'Member in Good Standing' has submitted information as required by the board, attends meetings as required, pays any required costs in a timely manner, and aligns with the requirements set out in Section 2.

1.02 Conflicts with Acts and Regulations

a) These bylaws are subordinate to the Federal and Provincial Acts and Regulations, and shall not be interpreted as permitting any action that is prohibited by the Act or Regulations.

b) Where the Bylaws are more restrictive than the Act or Regulations, the Bylaws shall bind the Cooperative.

c) Where the Federal Act and Regulations are more restrictive than the Provincial Act and Regulations, the Federal Act and Regulations shall bind the Cooperative.

d) Where the Provincial Act and Regulations are more restrictive than the Federal Act and Regulations, the Provincial Act and Regulations shall bind the Cooperative.
e) Any provisions not included in these Bylaws shall be regulated by the provisions in the Act and the Regulations.

2. Membership

2.01 Qualifications of Membership

a) There shall be one general class of membership in the Cooperative.

b) Membership in the Cooperative is open to any individual that:

1. Is at least 16 years of age;

2. Has an interest in, or is a stakeholder in, the tourism and/or heritage industry.

3. Has submitted an application for membership in the Cooperative along with payment for 25 membership shares;

4. Agrees to fulfill the obligations of membership set out in the bylaws and the membership agreement.

c) Membership in the Cooperative is open to any body corporate that:

1. Carries out work that aligns with the objectives of the Cooperative;

2. Is a stakeholder in the Tourism or Heritage industry;

3. Appoints one individual to fulfill the obligations of membership in the Cooperative;

4. Has submitted an application for membership in the Cooperative along with payment for 25 membership shares;

5. Agrees to fulfill the obligations of membership set out in the bylaws and the membership agreement.

2.02 Application for Membership

a) Membership in the Cooperative shall not be recognized until:

1. The individual or body corporate has submitted a membership application in a form approved by the board;

2. The individual or company has submitted payment for the purchase of 25 membership shares;

3. The application for membership has been approved by the board, or membership committee with a majority vote.

b) Membership is effective on the day that the application is approved by the board or committee.

c) Final approval or any dismissal of any member rests with the Board.

2.03 Joint Membership

a) Membership in the Cooperative shall not be held jointly.

2.04 Rights and Responsibilities of Members

a) Members of the Cooperative shall have the right to:

1. One vote on all matters presented to membership for approval;

2. Nominate candidates, or be nominated to serve on the board;

3. Attend all member meetings of the Cooperative;

4. Receive information concerning the Cooperative;

5. To request copies of the Cooperative’s records;

6. Submit resolutions and/or proposals with a minimum of 5 business days in advance, to be presented at members’ meetings; and

7. Receive a patronage return pursuant to item 6.03 fo these bylaws and applicable Acts listed in 1.01 of these bylaws.

b) Members of the Cooperative are responsible for:

1. Supporting and promoting the Cooperative; and

2. Follow the provisions set out in the Act, the Regulations, the articles, and these bylaws.

2.05 Withdrawal of Membership

a) A member of the Cooperative may withdraw their membership in the Cooperative by providing written notice to the board.

b) Membership is withdrawn if the member is deceased and no shares will be redeemed.

c) The member shall not be entitled to the rights and obligations of membership once the withdrawal is approved by the Board or the Membership Committee.

d) The Cooperative shall redeem all shares owed to the member not more than one year following the approval of the request to withdraw.

e) The withdrawal is effective on the date the board approves the member’s request to withdraw.

f) The withdrawal of a member does not release the member from any debt, obligation, or contract to the Cooperative.

2.06 Termination of Membership

a) The directors may, by special resolution, terminate the membership of a member of the Cooperative.

b) Notice of the termination must be delivered to the affected member within 10 days of the special resolution.

c) The effective date of the termination is the date the termination was approved by the board.

d) A member whose membership has been terminated by the board may appeal the decision at the next members’ meeting if the member provides the board notice of his/her intention to appeal within 30 days of termination.

e) Notice to appeal the directors’ decision does not suspend the termination.

f) The members may, by ordinary resolution, at a duly called members’ meeting, reverse the resolution of the board.

g) The members may, by special resolution, terminate the membership of a member at a duly called members’ meeting.

2.07 Redemption of Shares

a) The Cooperative shall redeem the shares of any member that has been terminated or whose withdrawal has been approved.

b) Unless, in the opinion of the board, the redemption of a member’s shares negatively impacts the finances of the Cooperative, a member’s shares shall be redeemed within one year of the member’s withdrawal or termination.

c) The Cooperative shall prioritize those members whose membership has been terminated when redeeming shares.

3. Members' Meetings

3.01 Place and Time of Members' Meetings

a) Meetings of the members of the Cooperative are to be held at a time and place in Canada as determined by the board.

b) The notice of a members' meeting shall contain the time, date, and location of a meeting in accordance with section 3.03.

c) The Cooperative may host a members’ meeting using electronic means if decided by the board.
d) The Cooperative shall host an annual meeting once per year in accordance with the Act.

3.02 Special Business

a) Any special business to be discussed at a members’ meeting must be included in the notice of the meeting.
b) The board may call a special meeting at any time if notice is provided to members in accordance with section 3.03 and the special business to be discussed is included in the notice.
c) A minimum number of members that meets or exceeds 30% of the body corporate member numbers 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.

3.03 Notice of Meetings

a) 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.

b) The board shall determine how notice will be distributed to members.

c) Any special business to be transacted at the meeting must be described in the notice of the meeting.

d) Failure to receive notice of the meeting does not restrict a member from participating in the meeting.

3.04 Proposals

a) A Member must submit written notice of any matter that they propose to raise at the annual general meeting.

b) Notice of any proposal, or any resolution as part of a proposal, must be provided to the Secretary of the Board not less than 30 calendar days prior to the meeting.

c) A proposal to be discussed at the annual general meeting must be attached to the notice of the meeting and made available to the members.

3.05 Quorum

a) Quorum for all members’ meetings shall be 5% of body corporate members or a minimum of 10 members which ever is greater.

b) If quorum is not present at the opening of the meeting, no business may be transacted and the members must adjourn the meeting to a time and place as determined by those present.

c) At the meeting described in subsection (b), the members present shall constitute a quorum only to determine a new meeting date.

3.06 Voting

a) Voting at all members meetings shall be conducted by a show of hands, or using a system established by the board if using electronic means.

b) If five or more members request that a decision be decided by secret ballot, the Cooperative must accommodate the request.

c) Any ordinary or special resolutions that are not consented to by the majority of the members shall be defeated.

d) In the event of a tie the chair will cast the deciding vote.

e) Proxy voting is prohibited.

3.07 Amending Bylaws

a) The members may, by special resolution, amend the bylaws at a duly called members' meeting.

b) Any resolution proposing the amendment of the bylaws, must be included in the notice of the meeting where the resolution will be decided.

c) A bylaw or amendment will come into force on the day it is approved by the members.

3.08 Annual General Meetings

a) The annual meeting of the Cooperative will be held within six months of the fiscal year-end.

b) The meeting will be held at a time and place, or by electronic means, as determined by the board.

c) All matters discussed at the annual meeting will be considered special business if they are not included in the following:

1. Standard procedural matters;

2. Reports from directors, management, committees, or offices of the Cooperative;

3. Financial reports;

4. Auditor's report, if required as per Section 7 in these bylaws;

5. Appointment of an auditor, if applicable;

6. Unfinished business from previous annual meetings; and

7. Election of Directors.

4. Directors

4.01 Qualifications of Directors

a) To be eligible to serve on the Board of Directors the person:

1. Must be a Member of the Cooperative;
2. Must be an individual;
3. Must be a minimum of 18 years or age;
4. Must be capable in accordance with the Act;
5. Must be willing to uphold the conditions set out in the Directors Code of Conduct;
6. Must not be party to an undischarged bankruptcy; and
7. Must be of sound mind.

b) A Body Corporate that holds membership in the Cooperative must appoint an individual as a delegate to represent their interests as a member,. If the individual is to represent the Body Corporate as a director, they must meet the qualifications as shown in 4.01a.

4.02 Nomination of Candidates

a) A member seeking nomination must follow the procedures as set out by the Board of Directors, submitting notice of intent to run, a condensed biography, and other required information determined by the board to present to the members.

4.03 Election of Directors

a) Director elections shall take place at the annual general meeting.
b) Members shall only vote for candidates seeking election.
c) The Cooperative shall issue a call for nominations, and self-nominations, not less than 21 days before the annual meeting.
d) Any member that is not disqualified by section 4.01(a) is eligible for nomination, or self-nomination, by submitting the required information requested by the board.
e) Nominations must be received the Secretary of the Board no less than 5 days before the AGM.
f) Directors shall be elected by secret ballot if the number of nominees exceeds the number of available positions on the board.
g) Members can vote for the maximum number of available positions. Ballots with more than the maximum number of votes will be considered invalid. Ballots with fewer than the maximum number will be considered valid.
h) The nominees that receive the greatest number of votes will be elected.
i) If two nominees receive an equal number of votes for the last vacancy on the board, the vote will be put to members again by secret ballot until the tie is broken.
j) In the case of the first annual meeting, the founding members are considered to be the directors already elected to the board.

k) If the number of eligible candidates is less than or equal to the number of available postions on the board, all of the candidates will be declared elected by acclaimation.

4.04 Terms of Office

a) Directors shall serve a term of office of 2 years commencing at the close of the annual general meeting of which they were elected.
b) At the first annual general meeting of the members, all board positions will be vacant and the members will elect a maximum of 9 directors. The directors shall determine, among their number, no more than five, of the directors who shall serve a one-year term and all other directors shall serve a two-year term. In all subsequent elections, directors will be elected to two-year terms.
c) 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 previous directors term.

4.05 Officers and Committees

a) Following the annual general meeting, the board shall meet to appoint the officers of the Cooperative:
1. President;
2. Vice-president;
3. Secretary; and
4. Treasurer.
b) The board shall determine the duties assigned to each office in accordance with Federal and applicable Provincial Acts.
c) The board may, by ordinary resolution, strike any committee deemed necessary to the management of the Cooperative.
d) The board may appoint any directors or members to a committee, provided the individuals meet the qualifications set out in section 4.01(a).
e) Each committee shall appoint a chair and secretary from among the committee members.

4.06 Removal of Directors and Vacancies

a) A director shall cease to hold office if that director:
1. Becomes deceased;
2. Resigns;
3. No longer meets the qualifications set out in section 4.01(a); or
4. Is removed from office.

b) The directors, by special resolution, may remove a director if the director fails to attend three consecutive meetings without accepted cause that has been presented to the board chair.

c) If there is a vacancy on the board and the board still has quorum, the board may choose not to fill the vacancy or the remaining directors may appoint a director to fill the vacancy.

d) 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.

e) The directors shall not appoint a director to fill a vacancy resulting from fewer directors than the maximum number allowed being elected.

f) 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 within 10 days to the Cooperative explaining their opposition to the resolution.

g) If the members, after hearing any verbal opposition by the director that has been removed at the special meeting, determine not to re-instate the director, the members at the same special meeting may choose a replacement to fill the vacancy

h) If the director that has been removed, chooses to provide a written statement opposing the resolution, and, if the members determine not to re-instate the director after reading the opposition, they may fill the vacancy at a second special meeting that is to occur within 10 days of receipt of the opposition.

4.07 Indemnity

a) The cooperative shall indemnify and make safe any individual that served, or has served, as a director or officer of the cooperative provided he/she:

1. Acted honestly and in good faith with a view to the best interest of the cooperative; and

2. In the case of criminal or adminsitrative proceeding, had reasonable grounds for believing that the individual's conduct was lawful.

4.08 Meetings of Officers and Directors

a) Board meetings are to be held at a place and time as determined by the board.

b) A director may particpate in a meeting through electronic means.
c) Director shall be provided at least seven calendar days notice, in a form determined by the board, before a board meeting is held.
d) The President or any two directors may call a board meeting.
e) Quorum for board meetings shall be a majority of directors.
f) All directors are entitled to one vote on all decisions of the board.
g) In the event of a tie of votes, the chair may cast a deciding vote, but cannot cast a second vote if they have already voted on the resolution.
h) In the event of a tie of votes, the resolution is defeated.

4.09 Director Renumeration

a) Directors may be remunerated at rates determined at the annual general meeting, by ordinary resolution of the members by recommendation of the Board.
b) Directors may be reimbursed for reasonable expenses incurred during the fulfillment of their duties to the Cooperative, using a form approved by the Board.
c) The mileage rate for directors’ expenses shall be the rate used by the Government of Canada.

d) Directors shall be paid an honorarium set forth by the board, when the finances of the Cooperative allow.

5. Conflicts of Interest

a) A director shall have a conflict of interest if the director is:

1. The primary beneficiary of a contract or transaction that is being decided by the board;

2. A director or officer of a party that will benefit from a contract or transaction being decided by the board;

3. In a relationship with, or related to a party, that will benefit from a contract or transaction being decided by the board.

b) The “benefit” referred to in subsection (a), does not include any value a member recognizes as a result of the ordinary operations of the Cooperative.
c) A director faced with a conflict of interest must disclose the conflict to the board.
d) 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. Finance

6.01 Financial Year

a) The financial, or fiscal, year of the Cooperative is from October 1 to September 30 of each year.

6.02 Allocation Of Surplus

a) The board shall determine the allocation of surplus at the end of each fiscal year of the Cooperative.
b) Not less than 10% of surplus revenue must be placed into a reserve fund administered by board approval.

6.03 Patronage Returns

a) The board will determine annually the portion of the Cooperative's surplus revenue allocated to patronage dividends. This will be included in the financial report to the members at the annual general meeting.

b) Patronage dividends are to be shared with members in proportion to their use (purchase) of the Cooperative's services excluding ownership shares.

c) If there is a large amount of surplus the board can choose to allocate surplus to members that are using the Cooperatives services as shown in 1.01(l), and another portion to share amongst all members equally.

d) The board shall determine the formula for the allocation of patronage returns.
e) The Cooperative must provide members annual notice of their return and any changes with their interests with the Cooperative.

f) Patronage returns amounting to $10 or less will not be issued.

6.04 Reserves

a) The board will determine annually the portion of surplus revenue allocated to the Cooperative's reserve fund.

b) The board must contribute no less than 20% of surplus revenue per year to the reserve fund until such a time as the reserve fund equals the revenue of the previous financial year. At such time, the board must contribute no less than 10% of surplus revenue to the reserve fund.

6.05 Members' Assistance Funds and Programs

a) The board will determine annually the portion of surplus revenue allocated to the Cooperative's member assistance funds.

b) The board must contribute no less than 5% of surplus revenue per year to the Project Assistance Fund. c) The board may decide to add any amount of surplus revenue to member assistance programs and/or funds.

7. Auditor

a) An auditor may be appointed each year at the annual general meeting by ordinary resolution of the members.
b) The auditor, if required, shall hold that office until the opening of the following annual general meeting.

c) If an auditor cannot be appointed at the annual general meeting, the incumbent auditor, if required, shall continue to hold that office.
d) The board shall determine the remuneration for any required auditor.
e) The members, by special resolution, at the annual general meeting may waive the appointment of the auditor.

8. Execution of Documents

8.01 Corporate Seal

a) The board, by ordinary resolution, may approve the design of a corporate seal.
b) The corporate seal shall be stored at the registered office of the Cooperative.
c) The seal must accompany the signature of at least two individuals with signing authority of the Cooperative.

8.02 Signing Authority

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

Bylaws of the Travel-ING On Tourism Cooperative

Contents

1. Interpretation

1.01 Definitions