Organizational Bylaw:
a bylaw about the governance of the co-op
Incorporating Bylaw 85: Electronic meetings and balloting by-law and Bylaw #87: Organizational Amending Bylaw
Table of Contents
1.1 Older By-laws
1.2. Priority of this By-law
1.3. Laws that Apply to the Co-op
1.4. Special Meanings
1.5 Electronic Participation
2. Membership
2.1. Membership
2.2. Qualifications for Membership
2.3. Applying for Membership
2.4. Financial Responsibility
2.5. Moving into the Co-op
3. Calling Members’ Meetings
3.1 Annual General Members’ Meeting
3.2. Other Members’ Meetings
3.3. Notice of Members’ Meetings
4. Holding Members’ Meetings
4.1 Agenda of Members’ Meetings
4.2. Authority of Members’ Meetings
4.3. Quorum at Members’ Meetings
4.4. Attendance by Non-Members
4.5. Minutes and Record of Attendance
5. Procedure for Members’ Meetings
5.1. Chair
5.2. Rules of Order
5.3. Voting at Members’ Meetings
5.4. Majority Required
6. Member Control
6..1. Co-op Act Requirements
6.2. Requisitions
6.3. Requisition to Put Something on the Agenda for a Members’ Meeting
6.4. Requisition to Pass a By-law or Directors’ Resolution
6.5. Requisition to Call a General Members’ Meeting
6.6. Requirements for All Requisitions
7. Board of Directors
7.2 Number of Directors
7.3. Who Can be a Director
7.4. Term of Office
7.5. Director Term Limits
8. Board, Committee, and Delegate Elections
8.1. Election Procedures
8.2. Election Meeting
8.3. Recount
9. Role of the Board of Directors
9.1. Duties of Board of Directors
9.2. Committees and Staff
9.3. Powers of Individual Directors and Officers
10. Standards for Directors
10.1. Standard of Care
10.2. Performance of Directors’ Duties
11.. Board Procedures
11.1. Board Meetings
11.2. Quorum at Board Meetings
11.3. Phone or Electronic Meetings
11.4. Resolutions in writing
11.5. Board Polls
11.6. Chair for Board meetings
11.7. Voting at Board meetings
11.8. Members, Staff and Guests at Board Meetings
11.9. Minutes of Board Meetings
12. Early Ending of Directors’ Terms
12.1. Resignation of a Director
12.2 Removal of a Director
12.3. 1Vacancies on the Board of Directors
13. Officers
13.1. Election of Officers
13.2. Confidentiality and Conflict of Interest Agreement
13.3. Resignation of Officers
13.4. Removal of Officers
14. Officers’ Duties
14.1. The President
14.2. The Vice-President
14.3 The Secretary
14.4. The Treasurer
15. Membership in Federations
15.1. Membership in Federations
15.2. Members Elect
115.3. Federation Delegates
15.4. Expenses
16. Staffing
16.1. Staffing the Co-op
16.2 Dealing with Staff
16.3 Confidentiality and Conflict of Interest Agreement
16.4. Staff Information
17. Committees
17.1. Creating Committees
17.2. Committee Membership
17.3 Confidentiality and Conflict of Interest Agreement
17.4. Role of Committees
18. No Payment of Directors and Officers
18.1. No Payment for Being a Director or Officer
18.2. No Other Payment to Directors or Officers
18.3. Authorized Expenses
18.4. Contracts with Co-op
18.5. One Year Gap
18.6. Management or Service Company Employee
19. Conflict of Interest
19.1. Purpose of this Article
19.2. Understanding Conflict of Interest
19.3. What is Conflict of Interest?
19.4. Conflict Situations
19.5. Rules for Directors
19.6. Rules for Officers
19.7. Rules for Committee Members
19.8. Rules for Staff
19.9. Members’ Conflict of Interest
19.10 Proof
20. Confidential Information
20.1 Co-op Confidentiality Policy
20.2. Kinds of Information
20.3. Basic Rules
20.4. Limiting Collection
20.5. Limiting Disclosure
20.6. Access to Personal Files and Accounts
20.7. Staff Access to Personnel Files
21. Confidentiality Situations
21.1. Confidentiality of Minutes
21.2. No Recording of Meetings
21.3. Electronic Entry and Security Systems
21.4. Incidents
22. Ensuring Privacy
22.1. Privacy Officer
22.2. Duties of the Privacy Officer
22.3. Limits on Privacy Officer
23. Confidential Information Complaints
23.1. Making Complaints
23.2. Informal Action
23.3. Referral to Board
23.4. Investigating Complaints
23.5. Board Report
23.6. Board Action
23.7. Confidentiality of Complaint Process
24. Financial
24.1. Major Commitments
24.2. Approval Process
24.3. Investment of Co-op Money
24.4. Financial Year
24.5. Auditor
24.6. Indemnification
25. Signing on Behalf of the Co-op
25.1. Committing the Co-op
25.2. Board Approval
25.3. Signing
25.4. Staff Authority
25.5. Approval Motions
26. Giving Notices
26.1. Scope of this Article
26.2. Notices
26.3. Notices to Co-op
26.4. Defects in Notice
Schedules
Schedule A: Rules of Order
Schedule B: Confidentiality and Conflict of Interest Agreement
Schedule C: Director’s Ethical Conduct Agreement
Schedule D: Co-signer Agreement
Schedule E: Consent Form for Directors for Sharing Information
Schedule F: Woodsworth Code of Conduct
Schedule G: Woodsworth Board Of Directors Nomination Form
Schedule H: Woodsworth Committee And Delegate Nomination Form