Bylaws
of The Avocado Sustainability Co-operative Inc.

A working copy can be found on BitBucket

  1. Preliminary

    1. The legal name of the Co-op is The Avocado Sustainability Co-operative Inc. (hereinafter, the “Co-op”).

    2. The Co-op's purpose is to help our members live more sustainably.

    3. In these bylaws, “Act” means the Ontario Co-operative Corporations Act, RSO, 1990 C. 35 and its regulations. Unless the context indicates otherwise, all words and phrases used in these bylaws shall have the same meaning as in the Act.

    4. These Bylaws are subject to the Act, and the Act contains provisions not repeated in these Bylaws. Where these Bylaws refer to the Act or any section of the Act, such reference shall be read as referring to the Act or section as it existed on the date of the most recent amendment to these Bylaws, as it may thereafter be amended, supplemented or superseded.

    5. These Bylaws may be changed only by special resolution.

  2. Becoming a Member

    1. To become a member a person must:

      1. In the case of an individual be at least 16 years of age,

      2. apply for membership, and

      3. subscribe for and own at least one membership share.

    2. Application for membership must be made in a manner decided by the directors.

    3. The directors may approve or reject any application for membership in the Co-operative, provided that an application for membership made in the form and in accordance with the policies and procedures determined by the directors under Bylaw 2.2 shall be presumed to have been accepted at the time the application is made, unless subsequently rejected by the directors at their next meeting. If a person’s application for membership is rejected by the directors, the amount paid by that person for one share at the time of application will be refunded.

    4. Membership is open in a non-discriminatory manner to individuals and corporations that can use the services of the Co-op and are willing and able to accept the responsibilities of membership.

  3. Withdrawal from Membership

    1. An application to withdraw from membership is effective upon:

      1. the member giving notice of withdrawal in the form and in compliance with the policies and procedures for withdrawal established by the directors; and

      2. if the Co-operative has issued certificates for the shares held by the withdrawing member, upon surrender and delivery of those certificates to the Co-operative.

    2. Membership may be terminated involuntarily for cause by the board in accordance with the procedures outlined in the Act, provided that the member is afforded the opportunity to respond to the charges either in person or in writing.

    3. If a member dies or withdraws from membership, the Co-operative must redeem all the shares of the deceased or withdrawing member within the following time period after receipt of the notice of the member’s death or withdrawal:

      1. if the member is deceased, or if the withdrawal from membership is due to the member having become permanently incapacitated, and proof of the member’s death or permanent incapacitation is provided to the Co-operative, three months; and

      2. in all other cases, one year.

    4. When a member withdraws from membership or a membership is terminated or ceases for any reason, all rights and privileges attached to membership cease except the right to require the Co-op to redeem the member’s shares.

    5. The cessation of membership does not release the former member from any debt or obligation owed to the Co-operative unless the instrument of debt or obligation states otherwise.

  4. Shares

    1. A member will at all times own a membership share.

    2. Shares must be paid for in full before being issued.

    3. Upon the approval or deemed approval of an application for membership, the amount paid by the applicant at the time of making his or her application will be applied to the purchase of one membership share, which shall be issued and registered in the applicant’s name.

  5. Allocation of Surplus

    1. The Co-operative may apportion surpluses from its business to any or all of the following:

      1. an operational reserve fund,

      2. declaring dividends and paying them to the preference shareholders at a rate not to exceed 5 percent yearly,

      3. retaining all or part of the surplus for the purposes of the Co-operative,

      4. donating all or part of the surplus for charitable or educational purposes,

      5. declaring patronage returns, and distributing them to the members, and

      6. such other purposes as may be permitted by the Act.

  6. Transfer and Redemption of Shares

    1. A member may apply to the directors for transfer or redemption of shares.

    2. An application to transfer or redeem shares must be:

      1. in a form approved by the directors,

      2. accompanied by the share certificates, if any,

      3. supported by any proof the directors require, and

      4. signed by the transferor of the shares.

    3. The directors may approve, refuse or postpone any application for the transfer or redemption of shares.

    4. The Co-operative may at any time redeem all or part of a member’s preference shares, and pay their par value, plus any premiums as specified in the Articles of Incorporation for the Co-op, to the member in the form of money or in any other form approved by the directors provided that the value of such form of payment is equal to the par value owing to the member.

  7. General Meetings

    1. An annual general meeting must be held each year at a date, time and place set by the directors.

    2. The directors may call a special general meeting.

    3. The directors must call a special meeting of members within 60 days of receipt of a written petition signed by at least 5 percent of members or 35 members, which ever is larger, which specifies the general nature of the business to be presented at the special meeting, provided that purpose is not inconsistent with the Act. The agenda will be limited to the specific items listed on the petition.

    4. The Co-op shall give notice to the members by communicating the date, time, and place of the annual general meeting, no less than 6 full days in advance of the meeting by electronic mail.

    5. The Co-op may hold two or more members’ meetings at different locations instead of a single general meeting, as permitted by the Act.

    6. The quorum at a general meeting is 30 percent of members rounded up or 35 members, whichever is smaller, who are eligible to vote at that meeting present at all times.

    7. Every member who became a member one week or more before the date of a general meeting is eligible to vote at the meeting and in respect of any resolution that is being voted upon prior to the meeting in accordance with Bylaw 8.7.1, provided that each member has one vote on each matter voted upon at or prior to the meeting.

    8. The president or the secretary of the board must preside over every general meeting. If neither is willing or able to preside, the members present must choose another person to preside.

    9. A general meeting may adopt rules of order. If the meeting does not adopt other rules, or if the rules adopted do not cover the point raised, Robert’s Rules of Order (Newly Revised) must be used as the rules of order, provided that in the event of any conflict between these Rules and Robert’s Rules of Order (Newly Revised), these Rules shall govern.

    10. A member which is a corporation may appoint an individual to represent it and vote on its behalf at a general meeting, but the appointment must:

      1. be in writing,

      2. identify the appointing member, and the individual appointed,

      3. identify the meeting in respect of which the representative is appointed,

      4. be signed by a duly authorized signatory of the member, and

      5. include the date of the signature referred to in paragraph 7.10.4.

    11. A representative appointed under this Bylaw 7.10 is entitled to exercise at that meeting the same rights on behalf of the member as the member could exercise if it were an individual member present, and must be counted for the purpose of determining quorum.

  8. Resolutions

    1. Any member wishing to move a resolution at a general meeting or to have a resolution voted upon during the pre-meeting voting period prior to a general meeting must deliver written notice of a proposed resolution to the Co-op no less than:

      1. 90 days before the date of the general meeting if the proposed resolution is in respect of any matter that must under the Act be approved by an ordinary or special resolution of the members; or

      2. 90 days before the date of the general meeting for any other proposed resolution.

    2. Subject to Bylaw 8.3, the directors may either:

      1. accept any proposed resolution submitted pursuant to Bylaw 8.1, in which case the proposed resolution will be submitted to a vote of the members; or

      2. reject any such proposed resolution, by a directors’ resolution passed by not less than two-thirds of the directors present at the meeting at which the proposed resolution is considered.

    3. The directors will provide reasons for rejecting any proposed resolution to the member who proposed it.

    4. The directors may propose resolutions for approval by the members at a general meeting.

    5. The directors may set a time period prior to a general meeting during which members may vote on a resolution. Notice of any resolution to be submitted to the members for their consideration and approval during the pre-meeting voting period or at an annual or special general meeting will be given to members no less than 21 days before the annual or special general meeting, and may or may not form part of the notice given pursuant to Bylaw 7.4.

    6. The directors may set a record date for voting on any resolution or at any general meeting. If the directors do not determine a record date for any general meeting, the record date for that general meeting will be the day that is 12 weeks prior to the date of the general meeting. Only persons who are members on the record date may vote at a general meeting or during the period referred to in Bylaw 8.7.1 in respect of any resolution for which the Co-operative has given notice to members in accordance with Bylaw 8.5.

    7. Upon notice of a resolution being given in accordance with Bylaw 8.5, but subject to Bylaws 7.7 and 8.6, members may vote on the resolution:

      1. prior to the applicable general meeting and during the pre-meeting voting period, by mail, electronic ballot or such other means as may be approved by the directors; and

      2. where required by the Act or so determined by the directors, at the applicable general meeting.

  9. Electing Directors

    1. The Co-op will set a date for the close of nominations for each election, and will give no less than one week notice of such date to members. No nominations of candidates for election of directors in any election will be accepted after the close of nominations.

    2. The Co-op must give notice to the members of each election of directors and the member’s right to vote, the time period for voting and the manner in which members may request election materials and vote.

    3. Every member who became a member one week or more before this or the next annual general meeting is eligible to vote in the current election of directors.

    4. A member may vote by:

      1. mail,

      2. use of an interactive website, or

      3. any other method of transmission approved by the directors.

    5. The directors may decide to conduct an election by preferential voting.

    6. A member’s vote is not valid if:

      1. it is illegible, unintelligible, or ambiguous, or

      2. the member did not vote, or voted for more than a specified number of candidates, or

      3. it appears that the member voted more than once, in which case none of the votes cast by the member will be counted.

    7. In the event of an interruption of normal postal service or any sustained unavailability of the interactive website contemplated at Bylaw 8.5.2, the directors may extend the time for doing anything required in an election, and any director whose term was to end at the annual general meeting continues in office until the election is concluded.

  10. Board of Directors

    1. The board of directors of the Co-operative will consist of five to eleven directors.

    2. The directors:

      1. must manage or supervise the management of the business of the Co-operative,

      2. may exercise all the powers of the Co-operative,

      3. may delegate any of their powers to groups of the directors and set terms of reference for groups that are binding on them in exercising the delegated powers,

      4. and may regulate their meetings and affairs.

    3. To qualify for election as a director, a member must, at the close of nominations:

      1. be a resident of Canada,

      2. not be disqualified by the Act from becoming or acting as a director,

    4. The term of office of a director is three years from the close of the annual general meeting at which their election is announced until the close of the annual general meeting held three years later.

    5. A director may be removed from office before the end of their term by:

    6. a special resolution,

    7. or a resolution passed by no fewer than 75 percent of all the directors.

  11. Meeting of Board of Directors

    1. The quorum for a meeting of directors is 50% of directors + 1.

    2. There must be at least four meetings of the directors each year

    3. A person may participate in a meeting of the directors or a committee by electronic means. Each participant in such a meeting must be able to communicate with all the others, and is deemed to be present, and to have agreed to participate.

    4. At the first board meeting following an Annual General Meeting, the directors must elect a President, Vice President and a Secretary, who must be members of the board. Officers shall serve for terms of one ‘board service year’ or until election of their successors. Officers may be removed and replaced by a majority decision of the board.

    5. A resolution approved in writing by at least two-thirds of the directors is as valid as if it had been passed at a directors’ meeting. Approval may be by facsimile, electronic mail, or similar method, provided that it is recorded and verifiable.

  12. Indemnification

    1. When resources are available, the Co-operative must indemnify the directors and officers to the maximum extent permitted by the Act.
  13. Dispute Resolution

    1. In any dispute between the Co-op and any of its members, or those formerly having such status, which cannot be resolved through informal negotiation, it shall be the policy of the Co-op to prefer the use of mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement. No party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith.
  14. Fiscal Matters

    1. The fiscal year of the Co-op shall be June 1 - May 31. The Board shall notify the membership of any change to the fiscal year.

    2. The directors may, without the authority of a special resolution, cause the Co-operative to borrow money, and to secure the repayment of money borrowed by means of a charge on all or part of its assets and undertaking.

    3. If required by the Act an auditor must be appointed by ordinary resolution at every annual general meeting. The directors may appoint an auditor to fill a vacancy arising between meetings. The remuneration of the auditor will be set by the directors, provided that the members have by ordinary resolution authorized the directors to do so.

    4. At every annual general meeting, the directors must present the financial statements required by the Act.

    5. The Co-operative must, on request by a member, but no more than once a year, provide a copy of the Co-operative’s latest financial statements and the auditor’s report on them to the member.

    6. The directors may invest all or part of the funds and assets of the Co-operative in such manner and on such terms as they deem in the best interests of the Co-operative.

  15. Notice and Seal

    1. Any notice that must be given to the Co-operative must be in writing, and may be given by:

      1. delivering it to the registered office, or mailing it to the registered office by prepaid mail,

      2. or by electronic mail sent to board@avocadoproject.ca

      3. or delivering it as is otherwise required or permitted by the Act or these Bylaws.

    2. Any notice, materials or other documents which must be given, provided or served by the Co-operative may be given, provided, or served by:

      1. mailing it or them by registered mail to the last know address of the intended recipient, as recorded in the register of members or other record of the Co-operative,

      2. or personal service,

      3. or electronic mail, or similar transmission,

      4. or posting on the Co-operative’s website,

      5. or as is otherwise required or permitted by the Act or these Bylaws.

    3. The seal must not be impressed on any instrument unless that impression is attested to by the signature or signatures of:

      1. any two officers,

      2. an officer and the President, Secretary or Treasurer, or

      3. one or more directors, officers or other persons as determined by resolution of the directors.

    4. If the directors have not adopted a seal for the Co-operative, instruments may be executed on behalf of the Co-operative by the persons specified in Bylaw 15.3.

    5. In the event that any provision of these bylaws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these Bylaws.


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