Membership application

CO-OPERATIVE ASSOCIATIONS ACT

BY-LAWS

NAME

1. The name of the association shall be Energy Democracy Now Co-operative Limited.

REGISTERED OFFICE

2. The registered office of the association shall be located at 81 Prince Street, Charlottetown, in the Province of Prince Edward Island.

FISCAL YEAR END

3. The fiscal year of the association shall end on the thirty-first day of December in each year.

SHARE CAPITAL

  • 4. [A] The par value of the shares of this association is twenty dollars ($20) each.
  • [B] Each person shall subscribe to at least one (1) share and purchase one (1) share before being admitted to membership in this association and shall purchase an additional ___ (_) shares within _______ (__) months from date of admission to membership.
  • [C] The maximum amount of share capital that any one member may hold in this association shall not exceed ten thousand dollars ($10,000).
  • [D] Interest may be paid on share capital at a rate that shall not be greater than nine per cent (9%) per annum.


MEMBERSHIP AND MEETINGS

  • 5. [A] Application for membership in the Association shall be made in writing to the Board and no application shall be approved unless the applicant has been recommended by at least one other member and voted in by a majority vote of the Board.
  • [B] The annual membership meeting shall be held during the month of May in each year at a time and place within the Province of Prince Edward Island as determined by the Board of Directors and specified in the call to the meeting.
  • [C] Membership in the Association shall be open to all persons who are in agreement with the aims and purposes of the Association.  However, no person under the age of sixteen (16) years shall be entitled to hold office or vote at meetings.
  • [D] Notice of annual meetings shall be posted prominently in the association’s place(s) of business and either sent in the form of a notice to the postal or email address of every member as registered on the books of the association or published in the local news bulletin.  Notice shall be provided at least ten calendar days prior to the meeting.
  • [E] Twenty per cent of the members plus one (20% +1) present and in person and entitled to vote shall constitute a quorum for the transaction of business at any meeting of the members.  When a quorum is not convened, the next called meeting shall be a valid meeting, notwithstanding lack of a quorum, and the call shall so inform the members.
  • [F] Special meetings of the membership may be called at any time by the Board of Directors and such meetings must be called whenever a petition therefor is signed by at least ten (10) members or ten per cent (10%) of the members of the association, whichever is the lesser number, and presented to the Board of Directors.  Notice of special meetings shall be given in the same manner as is provided for annual meetings in these by-laws and shall state time, place and purpose of such meetings and the business to come before it, and no business other than that specified in the notice shall be transacted.


DIRECTORS

  • 6. [A] The management of the association shall be vested in a Board of Directors consisting of five (5) members who shall be elected at the annual meeting.  The Board shall meet quarterly and a majority shall form a quorum.
  • [B] Any director or officer shall vacate his or her office if he or she becomes an employee of the association or if he or she becomes bankrupt or insolvent.  No director shall engage in business which competes with the business of the association.
  • [C] If a vacancy occurs in the Board of Directors by reason of death or resignation or other cause, the vacancy so created shall be filled by appointment by the remaining directors until the date of the next annual meeting.


BORROWING

7. The Board of Directors may and they are hereby authorized from time to time to:

  • [A] borrow money upon credit of the association;
  • [B] mortgage, hypothecate, charge or pledge all or any of the real or personal property, undertaking and rights of the association with the sanction of an extraordinary resolution and subject to the approval of the Inspector.

8. The association may borrow money from its members for periods up to ten years at a rate of interest not more than one per cent above the prime lending rate charged for chartered banks as determined by the Board of Directors.

FINANCIAL STATEMENT AND SURPLUS FUNDS

9. The financial statements laid before the members of the Association at any special meeting or at an annual meeting shall consist of at least the following:

  • (1) balance sheet
  • (2) statement of earnings
  • (3) statement of retained earnings (and where applicable, statements of contributed surplus and reserves)
  • (4) statement of changes in financial position.

10. A general reserve shall be created by appropriations from retained earnings.  The amount appropriated in each fiscal year shall be equal to ten per cent (10%) of the net earnings before income taxes of the association for the fiscal year.  

11. A reserve for education shall be created by appropriations from retained earnings.  The amount appropriated in each fiscal year shall be equal to not more than five per cent (5%) of the net earnings before income taxes of the association for the fiscal year.

12. At the end of each fiscal period, after providing for a general reserve and an education reserve, the remainder of the net earnings shall be credited to the retained earnings account.

13. No dividend, patronage refund or bonus shall be approved or paid by the Association in any financial year.

NON-PROFIT OPERATION

14. The organization shall be carried on without purpose of gain for its members, and any profits or other gains to the organization shall be used in promoting its objectives.

WITHDRAWAL FROM MEMBERSHIP

15. A member wishing to terminate his or her membership shall make written application   to the Board of Directors and shall present the application at least ninety (90) days prior to the date on which the member wishes to withdraw. The Board of Directors may approve the withdrawal from membership and repurchase the shares held by the member subject to the following conditions:

That repurchasing the shares does not jeopardize the financial viability of the co-operative.

16. The Association may make, repeal or amend the by-laws at a special or annual meeting provided that:

  • (a) notice of the proposed action is given in writing to the members at least ten days before the meeting;
  • (b) the aforesaid notice contains the exact wording of the proposed by-law(s), the exact wording of the by-law(s) to be repealed, and the exact wording of the by-law(s) incorporating the proposed amendment(s), as applicable.


GOVERNMENT

17. The association shall be governed in accordance with the Co-operative Associations Act (25 Eliz. II [1976], Cap. 7) and regulations made pursuant thereto, as amended from time to time, and these by-laws.  In any circumstances that may arise, the provisions of the Act and regulations shall apply.  In all such cases, the regulations shall take precedence over the by-laws and the Act shall take precedence over the regulations.

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THESE BY-LAWS WERE ADOPTED AT A MEMBERSHIP MEETING HELD 

on   3 May 2023        at ___Charlottetown______________.

PRESIDENT: __(signed) Leo Broderick__________

SECRETARY: __(signed) Barb McDowall________