Organizational By-Law: CHFC Model and our current by-law

The Co-op Housing Federation of Canada’s model Organizational By-Law is intended to replace our current by-law 1.

The By-Law Committee plans to start reviewing this model and our related current by-laws.

CHFC model Organizational By-Law

Guide to the Organizational By-Law

Our current in-effect by-law that needs updating:

http://www.woodsworthcoop.ca/index.php/home-page/laws-policies-rules-order/by-laws/organizational-by-law/

 

Organizational By-law #1

WOODSWORTH HOUSING CO-OPERATIVE, INC.

ORGANIZATIONAL BY-LAW (No. 1)

(Amended Feb. 27, 1980; amended June 23, 1980; amended Sept. 14, 1981, By-law No. 4; amended Jan. 23, 1984; amended May 8, 2008 by By-Law #62; amended Sept. 29, 2009 by By-law 68; Consolidated up to April 2010 and adopted by the members on September 30, 2010;   amended Sept. 28, 2011 by By-laws 71 and 72)

ARTICLE I – INTERPRETATION

1. In this By-law and all other by-laws of the Cooperative, unless the context otherwise specifies or require:

(a) “Act” means the Cooperative Corporations Act, Statues of Ontario, 1973, c.101, as from time to time amended, and every statute that may be substituted therefore, and in the case of such substitution, any reference in the by-laws of the Cooperative to provisions of the Act shall be read as references to the substituted provisions therefore in the new statute or statutes;

(b) “by-law” means any by-law of the Cooperative, including any special by-law, from time to time in force and effect;

(c) all terms contained in the by-laws and which are defined in the Act shall have the meanings given to such terms in the Act; and

(d) the singular shall form the plural and plural shall include the singular; the masculine shall include the feminine; and the word “person” shall include bodies corporate, corporations, companies, partnerships, syndicates, trust and any other number of aggregate of persons.

ARTICLE II – SEAL

1. The seal of the Cooperative shall be such as the Board of Directors may be resolution from time to time adopt.

ARTICLE III – MEMBERS

1. Membership in the Cooperative shall consist of all persons who are from time to time accepted as members in the manner hereinafter prescribed and whose membership has not been suspended or terminated by expulsion or withdrawal. Subject to the approval of the directors, membership shall be open to all who are in agreement with the aims and objects of the Cooperative.

2. Application: Application for membership shall be made in writing on the forms provided for that purpose and shall be submitted to the directors for approval.

3. The directors may refuse to accept any application for membership upon giving the applicant written reasons for such refusal.

4. Entrance Loan: The directors may from time to time provide that each applicant for membership in the Cooperative shall make a loan of such an amount and upon such terms and conditions as the directors prescribe.

5. Transfer of Membership: Subject to Section 62 of the Act, membership in the Cooperative shall not be transferable unless authorized by the directors, provided that the directors shall in every case consent to a transfer between spouses including such a transfer taking effect upon death.

6. Withdrawal: Subject to Section 64 and Section 67 of the Act, a member may withdraw from a Cooperative by giving six (6) month notice of his intention to withdraw to the secretary of the Cooperative.

7. Suspension: A member shall be automatically suspended if the member defaults under the occupancy agreement that the member has executed with the Cooperative. All voting rights and other rights of the member are suspended automatically if the member is suspended. The suspension ceases to exist when the default ceases to exist.

8. Expulsion: Subject to Section 66 and Section 67 of the Act, the Cooperative may, upon resolution passed by a majority of the Board of Directors, expel any member thereof for cause.

9. Meetings: Meetings shall be conducted in accordance with the by-laws and Sections 74 to 84 of the Act.

10. Place: Meetings of the members shall be held in the Municipality of Metropolitan Toronto or other places so designated from time to time by the Board of Directors.

11. Notice: Notice shall be given to each person who is entitled to notice of meetings and who on the record date for notice appears on the records of the company as a member by sending the notice by prepaid mail at least ten (10) days prior to the date of the meeting.

12. Quorum: At every annual or other meeting of members, sixty (60) members must be present in person to constitute a quorum for the transaction of business. If a quorum is not present within thirty (30) minutes of the time for which the meeting is called, the meeting is dissolved. This motion comes into effect immediately, upon approval, during the May 13, 2003 GMM.

13. Chairman: General meeting shall be chaired by the President or by another member of the Cooperative designated by the Board of Directors. The Board of Directors shall include the name of the member so designated in its usual announcement of general meetings. If, however, neither the President nor the designated chair is present after fifteen (15) minutes, the members present shall choose a person from their members to chair the meeting.

14. Voting: A member of the Cooperative has only one (1) vote. All questions proposed for the consideration of the members at a meeting shall be determined by a majority of votes cast and the Chairman presiding at the meeting has a second or casting vote in the case of an equality of votes.

15. Calling of Meeting:

(a) By Directors: The Cooperative shall hold an annual meeting of its members in accordance with the provisions of Section 79 of the Act, but the directors may at any time call a general meeting of the members for the transaction of any business, the general nature of which is to be specified in the notice calling meeting.

(b) By Requisition: Five per cent (5%) of the members of the Cooperative may requisition the directors to call a general meeting of the member for any purpose that is connected with the affairs of the Cooperative. Upon deposit of a requisition stating the general nature of the business to be presented at the meeting and signed by the requisitionists, the directors shall forthwith call a general meeting of the members within thirty (30) days of the date of the deposit. In the event the directors do not call a meeting within the required thirty (30) days, any of the requisitionists may call the meeting within sixty (60) days from the date of the deposit of the requisition. All matters concerning requisitioned meetings are to be carried out pursuant to Section 79 of the Act.

16. Record Date for Notice: The record date for the determination of members entitled to notice of any meeting of member shall be 5:00 p.m. on the day next preceding the date on which notice is given or sent.

17. Record Date for Voting: The record date for the determination of the members entitled to vote at any meeting of members shall be forty-eight (48) hours (excluding Saturdays and holidays) before the date of the meeting.

ARTICLE IV – DIRECTORS

1. Management of the Cooperative: The affairs of the Cooperative shall be managed by a Board of Directors consisting of seven (7) directors of whom all shall be a member or director or officer of the Cooperative, and a majority of whom shall be resident Canadians.

2. Executive Committee: The directors may, by resolution entered upon the minutes of the Cooperative,

(a) elect from among their number an executive committee consisting of not less than three (3) and, (b) delegate to the executive committee any powers of the Board of Directors, subject to the restrictions, if any, imposed from time to time by the said board.

3. Qualifications: No person shall be a director of the Cooperative:

(a) if the person is under eighteen (18) years of age;

(b) if the person is an undischarged bankrupt or mentally incompetent;

(c) if the person is not a member of the Cooperative;

(d) if the person is in default under the Occupancy Agreement or any other contractual agreement with the Cooperative; or

(e) if the person is a full-time employee of the Cooperative.

4. Term of Office:

(a) A director’s term of office shall be from the date on which he is elected until a second annual meeting following or until the director’s successor is elected or appointed.

(b) Directors may not serve more than four (4) consecutive election years, ie. two (2) consecutive Board terms. A Director who has served the maximum must wait at least one term before becoming eligible to serve as a Director on the Board by membership election or Board appointment (see section d). This may be overturned at a General Members’ Meeting only under extenuating circumstances and only if two-thirds majority vote in favour of the Director’s return to the Board.

(c) Directors who step down during their term must wait one term before again becoming eligible to serve as a Director on the Board by membership election or Board appointment (see section d), unless the Board during their term considers the cause reasonable and temporary, in which case the person can stand for election at the next annual elections.

(d) Vacancies: (amended by By-law 71)

(i) To fill the position of a Director who steps down in the first eight (8) months of the election year, a by-election will be held at the next regularly scheduled General Members’ Meeting for the membership to elect a replacement to complete the remainder of the full term.

(ii) To fill the position of a Director who steps down in the last four (4) months of an election year, the Board can appoint a replacement to fill the position until the next annual elections or can choose to hold a by-election at the next general members’ meeting. Appointments take effect immediately, but the appointment of the director must be put on the agenda for the next members’ meeting. The appointment will be considered confirmed unless the members elect someone else.

(iii) If no quorum of directors remains in office, the remaining directors must call a members’ meeting to fill the vacancies as soon as possible, not to exceed 30 days. At that meeting the members elect directors to serve the rest of the terms of the former directors.

(iv) If a director is removed, an election to serve the rest of the term of the former director will take place at the same general members’ meeting to complete the remainder of the full term.

(e) In the event that a Director’s position cannot be filled at elections, a member who has served their limit will be eligible to serve a third term.

5. Vacation of Office: The office of a director shall ipso facto be vacated:

(a) if he/she becomes bankrupt or suspends payment of his debts generally or compounds his/her creditors or makes an authorized assignment or is declared insolvent;

(b) if the director resigns by notice in writing to the Cooperative;

(c) if he/she incurs an indebtedness to the Cooperative which he/she refuses to pay; or

(d) if he/she defaults under the occupancy agreement or any other contractual agreement with the Cooperative.

6. Election and Removal: (amended by By-law 72)

(a) Directors shall be elected yearly by the members in general meeting by ballot. The directors shall be elected for a two-year term, with three (3) directors being elected in odd numbered years and four (4) directors being elected in even numbered years. Every member entitled to vote at an election of directors, if he votes, shall cast thereat a number of votes equal to the number of directors to be elected, and the member shall distribute the votes among the candidates in such a manner as he sees fit, but no candidate shall receive more than one (1) vote from each member.

(b) Removal of a Director

(i) 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.

(ii) The board can recommend removal

The board can recommend that the members remove a director if the director

  • is absent from three consecutive board meetings without proper excuse, or
  • has broken the confidentiality policy, or
  • has not carried out the other responsibilities of a director, or
  • has not carried out the responsibilities of a member or has broken the co-op’s by-laws.

The Board of Directors must give written notice to that director about the Board meeting which will be 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 meeting.

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.

7. Remuneration: The directors of the Cooperative shall serve without remuneration but may be paid any necessary expenses incurred by them about the business of the Cooperative. The Board may also by resolution award special remuneration to any director undertaking any special services on behalf of the Cooperative other than the routine work ordinarily required of a director of the Cooperative. No payments shall, however, be made to the directors pursuant to these provisions until the members have given their approval at the annual meeting or at any other meeting of the members called for that purpose. The Directors shall also be entitled to be paid their traveling or other expenses properly uncured by them in connection with the business of the Cooperative.

8. Place of Meeting: Meetings of the Board of Directors and the Executive Committee (if any) of the Board of Directors may be held at any place within or outside Ontario, but within any financial year of the Cooperative a majority of the meetings of the Board of Directors and the Executive Committee shall be held at a place in Ontario. Meetings of the Board of Directors and of the Executive Committee (if any) of the Board of Directors shall be held at such time and on such day as the president or vice-president or any two (2) directors may determine, and the secretary shall call meetings when directed or authorized by the president or by any two (2) directors. Notice of every meeting so called shall be given to each director not less than forty-eight (48) hours before the time when the meeting is to be held, save that no notice of a meeting shall be necessary if all the directors are present of if those absent waive notice of such meeting.

For the first meeting of the Board of Directors to be held immediately following the election of the directors or for a meeting of the Board of Directors at which a director is appointed to fill a vacancy in the Board, no notice of such meeting shall be necessary to the newly elected or appointed director n order legally to constitute the meeting, provided that a quorum of the directors be present.

9. Quorum: Four (4) of the seven (7) directors shall form quorum for the transaction of business. Questions arising at any meetings of the Board of Directors shall be decided by a majority of the votes.

10. For the Protection of the Directors and Officers: Subject to the provisions of Section 98 of the Act, no director shall be disqualified by his office from contracting with the Cooperative nor shall any contact or arrangement entered into by or on behalf the company with any director or in which any director is in any way interested be liable to be voided nor shall any director so contracting or being so interested be liable to account to the company for any profit realized by any such contract or arrangement by reason of such director holding that office or of the fiduciary relationship thereby established.

11. Director’s or Officer’s Liability: Except as otherwise provided in the Act, no director or officer for the time being of the Cooperative shall be liable for the following:

(a) the acts, receipts, neglects of defaults of any other director or officer or employee;

(b) by joining in any receipt or act for conformity;

(c) for any loss, damage or expense happening to the Cooperative due to the insufficiency or deficiency of title to any property acquired by the Cooperative or for or on behalf of the Cooperative;

(d) for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Cooperative shall be placed out or invested;

(e) for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation;

(f) for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Cooperative; or

(g) for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his failure to exercise the powers and to discharge the duties of his office honestly, in good faith and in the best interest of the Cooperative and in connection with therewith the exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

12. Indemnity: Every director and officer of the Cooperative and his heirs, executors, administrators and other legal personal representative shall from time to time be indemnified and saved harmless by the Cooperative from and against,

(a) any liability and all costs, charges and expenses that he sustains or incurs in respect of any actions, suit or proceedings that are proposed or commenced against him for or in respect of anything done or permitted by him in respect of the execution of the duties of his office; and

(b) all other costs, charges and expenses that he sustains or incurs in respect of the affairs of the Cooperative; with the exceptions that no director or office of the Cooperative shall be indemnified by the Cooperative in respect of any liability, cost, charges or expenses that he sustains or incurs in or about any action, suit or proceeding as a result of which he is adjudge to be in breach of any duty or responsibility imposed upon him under the Cooperative Corporations Act or under any other statute unless, in an action brought against him in his capacity as a director or officer, he achieved complete or substantial success as the defendant.

13. For the Protection of Others: Except as otherwise required by paragraph 14 and subject to the exceptions in paragraph 12, the Cooperative may from time to time indemnify and save harmless against expenses (including legal fees), judgments and fines for the amount actually and reasonably incurred by him in connection with such action, suit or proceeding any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Cooperative) by reason of the fact that he is or was an employee, agent of or participant in another corporation, partnership, joint venture, trust or other enterprises if,

(a) he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Cooperative; and

(b) with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order, settlement, or conviction, shall not, of itself, create a presumption to the person acting or proceeding, had reasonable cause to believe that his conduct was unlawful.

14. Successful Defence: To the extent that a person who is or was an employee or agent of the Cooperative has achieved complete or substantial success as a defendant in any action, suit or proceeding referred to in paragraph 13, he shall be indemnified against all cost, charges and expenses actually and reasonably incurred by him in connection wherewith.

15. Right of Indemnity Not Exclusive: The provisions for indemnification contained in the by-laws of the Cooperative shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of members or disinterested directors otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall ensure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE V – OFFICERS

1. Assuming Office – Removal of an Office: The directors shall annually or more often as may be required, elect a president, a vice-president, a secretary and a treasurer. None of the said officers except the president need be a member of the Board of Directors. A vote of the majority of directors shall be necessary for the election or appointment of the said officers. The directors may, from time to time, elect or appoint such other officers and agents as they shall deem necessary who shall have such authority and shall perform such duties as the directors shall from time to time prescribe. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the directors at any time with or without cause, provided that a majority of the directors shall vote in favour thereof.

2. Remuneration: The remuneration of all officers elected or appointed by the directors shall be determined from time to time by resolution of the directors. The fact that any officer or employee is a director or member of the Co-operative shall not disqualify him from receiving such remuneration as may be determined.

3. Delegation: In the case of the absence or inability to act of the president, vice-president or any other officer of the Co-operative for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer or officers to any director for the time being, provided that a majority of the directors concurs therein.

4. Duties of President: the president shall, if present, preside at all meetings of directors of members and directors. He shall sign all instruments which require his signature and shall perform all duties incident to his office and shall have such other powers and duties as may from time to time be assigned to him by the directors.

5. Duties of Vice-President: The vice-president shall be vested with all the powers and shall perform all the duties of the president in his absence or disability or refusal to act as the president. The vice-president shall also have such other powers and duties (if any) as may from time to time be assigned to him by the directors.

6. Duties of Secretary: The secretary shall issue or cause to be issued notice for all meetings of the members and the directors when directed to do so. He shall have charge of the minute books and seal of the Co-operative. He shall sign with the president or other signing officer or officers of the Co-operative such instruments as require his signature and shall perform such other duties as the terms of his engagement call for or the directors may from time to time properly require of him. He shall keep or cause to be kept a book or books or other suitable records wherein shall be kept recorded.

(a) a copy of the ARTICLEs of the Cooperative and the By-Laws of the Cooperative duly authenticated;

(b) i) the names, alphabetically arranged, of all persons who are, or have been within ten (10) years, registered as members of the Cooperative and the address including the street and number, if any, of every such person while a member; and

ii) all persons who are or who have been holders of debt obligations other than debt obligations in bearer form of the Cooperative and the address including the street and number, if any, of every such person while a holder in which are set out, also the class or series and principal amount of the debt obligations held by such holder.

(c) the names, post office addresses and callings of all persons who are or have been directors of the Cooperative, with a date at which such person became or ceased to be a director.

7. Duties of Treasurer: The treasurer shall have the care and custody of all the funds of the Cooperative and shall deposit the same in the name of the Cooperative in such bank or banks or with such depository or depositories as the directors may direct. He shall keep proper accounting records in which are set out all financial and other transactions of the Cooperative including, without limiting the generality of the foregoing, records of:

(a) all sums of money received and disbursed by the Cooperative and the matters with respect to which receipt and disbursements took place;

(b) all sales and purchases of the Cooperative; and

(c) all other transactions affecting the financial position of the Cooperative.

He shall at all reasonable times exhibit his books and accounts to any director upon application at the office of the Cooperative during business hours. He shall sign or countersign such instruments as require his signature and shall perform all duties instant to his office or that are properly required of him by the directors. He shall be required to give such bond as the directors in their uncontrolled discretion may require and no director shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Cooperative to receive indemnity thereby provided.

8. Duties of Manager: The manager may recommend to the directors the appointment and removal of and the salaries or wages to be paid to full time employees of the Cooperative. The manager shall conform to all lawful orders given to him by the directors. He shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Cooperative.

9. Vacancy: If the office of the president, vice-president, secretary, or treasurer shall be or become vacant by reason of death, resignation, disqualification or otherwise, the directors, by resolution, may elect an officer to fill such vacancy.

ARTICLE VI – AUDITORS

1. Appointment of Auditors: The members of a Co-operative at their first general meeting and at subsequent annual meeting shall appoint (1) one or more auditors to hold office until the close of the next annual meeting.

2. Qualifications: No person shall be appointed or act as auditor if:
(a) he is or has been, during the preceding two (2) years, a director, officer or employee of the Cooperative or a partner, employee or relation of such director, officer or employee;

(b) if he or any partner or employer or related person to him transacts a material amount of business with the Cooperative; and

(c) he or any partner or employer of or related person to him is appointed a trustee of the estate of a Cooperative under the Bankruptcy Act (Canada).

The members may, by resolution passed by a majority of the votes cast at a general meeting duly called for the purpose, remove an auditor before the expiration of his term of office and shall by a majority of votes cast at that meeting appoint another officer in his stead for the remainder of his term, provided that the auditor is given notice and an opportunity to make representations as required under Section 124 of the Act.

ARTICLE VII – MEMBER LOANS

1. Membership Loan: Subject to the provisions of Section 49 (1) of the Act, each member may be required at the time of his application for membership or at the time of executing an occupancy agreement to make a loan to the Cooperative in the amount to be determined by resolution of the Board of Directors, it being understood that such loans will be required from those members who enter into occupancy agreements with the Cooperative but shall be related to the housing charge and other charges of the accommodation so occupied. The loan may be made on such terms and in such a manner as the directors may by resolution determine.

2. Other loans: Subject to Section 49 (2) of the Act, the Cooperative may borrow money from its members payable at such time and at such interest as the directors may by resolution determine.

3. Repayment: Subject to the provisions of the Act, the Cooperative shall have the right to repay members loans in whole or in part at any time before the maturity date thereof without notice or bonus.

4. Loan Certificates: Subject to Sections 45, 46, and 49 of the Act, the Cooperative shall issue as evidence of the indebtedness of the Cooperative to its members, certificates to be known as “Member Loan Certificates”. Each certificate shall be signed manually by the president of the Cooperative. Any additional signatures required on the certificate may be printed, engraved, lithographed or otherwise mechanically reproduced thereof. Member Loan Certificates shall not be transferable without the consent of the directors.

ARTICLE VIII – DISTRIBUTION OF SURPLUS

1. The surplus arising from the business of the Cooperative in each fiscal year shall be set aside as a reserve fund or funds for such purpose or purposes as the Board of Directors deems conducive to the interests of the Cooperative or its members, and it may invest the several sums so set aside in such investments as it thinks fit from time to time, deal with and vary such investments and dispose of all or any part thereof for the benefit of the Cooperative.

ARTICLE IX – BORROWING POWERS

1. The directors may from time to time:

(a) borrow money on the credit of the Cooperative;

(b) issue, sell or pledge securities of the Cooperative; and

(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Cooperative including book debts, rights powers, franchises and undertaking, to secure any securities or any money borrowed or other debt or any other obligation or liability of the Cooperative.

2. The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Cooperative possessed by its directors or officers independently of a borrowing by-law.

ARTICLE X – EXECUTION OF INSTRUMENTS

1. Contracts, documents or instruments in writing requiring execution by the Cooperative may be signed by the president or vice-president and the secretary or the treasurer and all contracts, documents or instruments in writing so signed shall be binding upon the Cooperative without any further authorization or formality. The Board of Directors is authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Cooperative to sign and deliver either contracts, documents or instruments in writing. The term “contracts, documents or instruments in writing” as used in this by-law shall include deeds, mortgages, charges, conveyances, transfers and assignments of property of all kinds including specifically but without limitation transfers and assignments of loan certificates or other securities and all paper writings.

2. The seal of the Cooperative shall be in the custody of the secretary and may when required be affixed by him or by any officer or officers, person or persons appointed by resolution of the directors to contracts, documents and instruments in writing signed as aforesaid.

ARTICLE XI – FISCAL YEAR

1. The financial year of the Cooperative shall end on the thirty-first (31st) day of July in each year or on such other day as the directors may by resolution determine.

ARTICLE XII – NOTICES

1. Method of Giving: Any notice, communication or other document to be given by the Cooperative to a member, director, officer or auditor of the Cooperative shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his last address as recorded in the books of the Cooperative or if mailed by ordinary prepaid or air mail in a sealed envelope addressed to him at his last address as recorded in the books of the Cooperative or if sent by any means of wire or wireless or any other form of transmitted or recorded communication.

2. Computation of Time: In computing the date when notice must be given under any provision of the articles or by-laws requiring a specified number of days’ notice or any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

3. Omissions and Errors: The accidental omission to give any notice to any member, director, officer or auditor or the non-receipt of any notice by any member, director, officer or auditor or the non-receipt of any notice by any member, director, officer or auditor or any error in any notice not affecting the substance there of shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

ARTICLE XIII – AMENDMENTS
1. The directors may pass by-laws not contrary to the Act or to the articles provided that the by-law is confirmed, with or without variation, by at least two-thirds (2/3) of the votes cast at a general meeting of the members of the Cooperative duly called for that purpose. No by-law is effective until the foregoing has been carried out./p>

PASSED by the Board of Directors and sealed with the corporate seal of the cooperative this 2nd day of February, 1977.
CONFIRMED by two-thirds (2/3) of the votes cast at a general meeting of the members this 2nd day of February, 1977.
Consolidated up to April 2010 and adopted by the members on September 30, 2010.