MEMORANDUM OF ASSOCIATION BRITISH COLUMBIA CO-OPERATIVE ASSOCIATION 1. Full name of Association Rainbow Health Co-operative
2. Purpose of Association Provide healthcare and related services to underserved populations and communities in accordance with the seven principles of co-operatives. 1. Voluntary and Open Membership 2. Democratic Member Control 3. Members' Economic Participation 4. Autonomy and Independence 5. Education, Training and Information 6. Cooperation among Cooperatives 7. Concern for Community
3. Authorized Share Capital The Association is permitted to issue an unlimited number of membership shares with a par value of $5.
4. Limited Liability The liability of a member or investment shareholder of the Association is limited in accordance with the Cooperative Association Act.
5. Dissolution or Winding Up Section 178.1(4) of the Cooperative Association Act applies to the Association. This provision may not be altered. 6. Community Services Cooperative The Association is a Community Services Co-operative. This provision may not be altered.
Initial Subscribers We, the persons whose names and addresses are listed below desire to be formed into an incorporated association under the Cooperative Association Act and by our signatures subscribe to the number and class of share set opposite our respective names. Subscriber Name
Subscriber Address
Membership shares taken
Chrys Tei Argast
2998 Manzer Road, Sooke BC V9Z0C9
20
Alexa Robin Clodge
1106 Glenora Plance Victoria BC V8T 2G3
20
Lindsay Penner
535 Ellice Streeet Victoria, BC V8P 2C3
20
Roxana Argast
2998 Manzer Road, Sooke BC V9Z0C9
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RAINBOW HEALTH CO-OPERATIVE RULES
Rainbow Health Co-operative Rules ARTICLE 1. - INTERPRETATION 1. "Act" means the Cooperative Association Act of British Columbia from time to time in force and as amended, 2. "Board" means the Board of Directors of the Co-operative and "Directors" has the same meaning. 3. "Co-operative”, “Co-op”, or “RHC" means Rainbow Health Co-operative. 4. "Good standing" means that a Member is not in arrears in respect of any dues or other financial obligations of such Member to the Co-op, and has complied with all other requirements of Membership. 5. "Member" or "Membership" means, collectively, Regular Members, Associate Members, Honorary Members and any other approved by the Co-op unless the context determines it to be otherwise. 6. “Representative” means a member of an Associate Member attending a meeting. 7. “Observer” means any participant at a meeting other than a Regular Member, a Representative of an Associate Member or Guest of the Co-op. 8. "Region" means a geographic area as designated from time to time by the Board and approved by the Members, at a Members' Meeting, upon recommendation of the Board. Unless determined otherwise there are six regions which represent the corresponding Health Authority Regions as established by the BC Ministry of Health. 9. "Members' Meeting(s)" means the annual general meeting of the Members, and any special general meetings of the Members of the Co-op. 10. In this by-law, words importing the singular number shall include the plural and vice versa. References to persons shall include firms, companies, and corporations. 11. Unless the context otherwise indicates, all words and phrases used in this by-law shall have the same meaning as in the Act.
ARTICLE 2. –MEMBERSHIP AND REGIONS 2.1 Pre-requisites to be a member The Membership of the Co-op shall be limited to those organizations or persons 16 years of age or older interested in furthering the objectives of the Co-op.
2.2 Regions A region is a geographic area as designated from time to time by the Board and approved by the Members, at a Members' Meeting, upon recommendation of the Board. Unless determined otherwise there are six regions corresponding to the Health Authority Regions as established by the BC Ministry of Health. Regions are typically geographically contiguous. To maintain a balance of views and regional representation each Regular Member selects a region at registration. a. Change of region: A member may change their region by notice to the board. Change of region is reviewed at the next regular board meeting the change in region is completed before the following regular meeting. No changes of region are reviewed at the regular board meeting that precedes the annual members meeting or any special members meeting. 1|Page
RAINBOW HEALTH CO-OPERATIVE RULES b. Creating a new region: A group of twenty (20) members may, on written request prior to any regular board meeting, ask to be represented as a new region. The board shall review and accept on decline such a request. On approval by the board, such members may nominate a representative for their region in writing for review by the board at the meeting following approval of the region. On approval by the board, the representative shall participate in all board meetings until the next annual members meeting where the region is to be confirmed by a majority of the members, and a regular director elected. c. In the period of time from when the new region representative is approved by the board and a director is elected at a member’s meeting, that representative shall participate in all normal affairs of the directors, represent the affairs of the region similar to other directors, accept responsibilities similar to other directors and participate fully in discussion of current issues. They do not exercise the right to vote.
2.3 Type of Members a. "Regular Members”, means individuals 16 years of age or older. Each Regular Member is associated with one and only one Region. A Regular Member shall be entitled to attend all Members' Meetings, may propose a representative for their region, to stand for election for an office of the Board, shall be entitled to vote at members’ meetings and shall enjoy any other rights accorded to such Members pursuant to the Act, the articles of association and the by-laws of the Co-op. b. “Community Members", means organizations who through their association with the Co-op promote the interests and purpose of the Co-op. Each Community Member is associated with one and only one Region. Community Members are represented by one person who is a member of the Community Member organization. That person shall be entitled to attend all Members' Meetings, may propose a representative for their region, to stand for election for an office of the Board, shall be entitled to vote at members’ meetings and shall enjoy any other rights accorded to such Members pursuant to the Act, the articles of association and the by-laws of the Co-op. c. “Associate Members", means organizations who through their association with the Co-op promote the interests and purpose of the Co-op. Associate members are represented on the board by a designated board member. Associate Members are represented by one person who is a member of the Associate Member organization. That person is entitled to attend all Members' Meetings, may propose a representative for their board member, to stand for election for an office of the Board, shall be entitled to vote at members’ meetings and shall enjoy any other rights accorded to such Members pursuant to the Act, the articles of association and the by-laws of the Co-op. d. "Honorary Members" means individuals who in the opinion of the Directors warrant designation as Honorary Members of the Co-op and shall enjoy all the rights accorded to the Regular Members pursuant to the Act, the articles of association and the by-laws of the Co-op, with the exception that Honorary Members may not stand for election for the Board, and that participation of Honorary Members at Members' Meetings shall be limited to that of observers without the right to vote, although they may participate freely in the debate. e. Other types of members as approved from time to time by a minimum of 75% of the membership at a General Meeting.
2.4 Membership Benefits a. The manner in which the value of the membership benefits in the Co-op will be determined shall be decided by ordinary resolution of the members at a members' meeting. b. All Members of the Co-op shall have substantially the same benefits as those of all other Members of the Co-op. The benefits of membership shall be the right to: -attend all meetings of Members; -receive a certificate of membership -receive from the Co-op a certified copy of its by-laws, on request and without payment; 2|Page
RAINBOW HEALTH CO-OPERATIVE RULES -have access to the books of the Co-op; -have access to the auditor's report is such deemed required by the legislation; and -enjoy any other membership benefits which are set out in the BC Co-operatives Act or which are embodied from time to time in the by-laws of the Co-op.
2.5 Membership Terms and Conditions a. To become a member an application must be submitted to the Board of Directors. Such application must be approved by the Board of the Co-op. Each Member will receive a notice of acceptance as a Member. b. Directors' Discretion. The Directors, in their discretion, may refuse any application for Membership. The grounds for refusing an application for Membership are a determination by majority vote of the Board that granting membership will not be in the best interests of the Co-op or its members. c. Appeals. A rejected applicant may appeal a decision of the Board by submitting a notice of appeal to the Co-op for consideration at the next Members' Meeting. The Membership shall upon hearing such an appeal decide, by a majority vote, whether or not to grant Membership to the applicant. d. Dues. Each Member of the Co-op must pay an initial membership fee, including the required number of shares, plus such annual dues as may be established from time to time by the Membership at the annual general meeting. Any changes in dues shall be effective at the beginning of the fiscal year and Members will be notified not less than two (2) months prior to the effective date of such change. e. Withdrawal of Members. A member may withdraw from the Co-op by giving to the Board three (3) months' written notice of its intention to withdraw. f. Expulsion of Members. The Board, by a unanimous vote, other than the vote of the Member subject to expulsion in the event said Member has a seat on the Board, taken at a duly constituted Board meeting, and after informing a Member in writing of the reasons advanced for its expulsion and affording it an opportunity to be heard, may order the removal from Membership of a Member. The grounds for expulsion are a determination, at the Board's discretion, that the Member is working in a manner detrimental to the Co-op. The expulsion is subject to the following provisions: a. The Board shall within five (5) days from the date on which an order of the Board is made under this section, notify the Member of the order by registered letter addressed to the Member's last known address; An appeal from such order of the Board may be taken by the Member to the next annual general meeting, where the Membership shall decide by majority vote whether to reinstate the Member. g. Accounting to Former Member. Upon the withdrawal or expulsion of a Member, the Board shall, within a reasonable period of time, account to the Member for all amounts held to the credit of the Member, excluding interest accrued thereon and any amount outstanding on loans made to the Co-op by the Member. If the Member has made loans to the Co-op and there is a written loan agreement providing for interest on any such loans, the Member shall be entitled to interest as per the terms of the Agreement. Such sums shall be repaid to the Member, subject to the provisions in the Act, within twelve (12) months from the day the order for expulsion of the Member is made or the date in the Member's notice of withdrawal.
ARTICLE 3. - MEMBERS' MEETINGS 3.1 Types of Meetings a. Annual General Meetings. An annual general meeting must be held at least once every calendar year. At the annual general meeting, the most recent financial statements, approved and signed by the Directors, shall be reviewed, auditors shall be appointed, Directors shall be elected in accordance with the provisions hereof, the auditor's report and the Directors' report shall be received and any other business transacted. All of the transactions as may properly be brought before the annual general meeting in accordance with the Act, the articles of association and the by-laws of the Co-op shall be done so. The Members may resolve that a particular annual general meeting be held outside Canada. The Board may resolve that an annual general meeting may be held electronically. 3|Page
RAINBOW HEALTH CO-OPERATIVE RULES b. Special General Meetings. Special general meetings of the Members of the Co-op may be called:
at such time and place in Canada as may be determined by resolution of the Board and receiving 75% approval of the Directors entitled to vote respecting any business of which the general nature is specified in the notice of the meeting; or
By the Directors where at least 75% of the Members who have the right to vote request, in writing, that the Board call a special general meeting of the Members, for the transaction of any business specified in the requisition calling the meeting. If within twenty-one (21) days from the date the request is received the Directors do not call such a special general meeting, then such Members (or any fifty per cent (50%) of them) may themselves call such special general meeting. No business other than that specified in the notice calling the special general meeting shall be transacted at such meeting.
3.2 Members and Guests. a. Members: Any Regular Member or any Representative may attend as a Member, having the right to participate in debate, and the right to vote. b. Guests: Subject to approval by the Board, any individual may attend as a Guest, but may participate in debate only at the invitation of the Board. A Member wishing to appoint a Guest to attend a Members meeting on their behalf, shall notify the Co-op in writing of such intent no less than 10 days prior to the Members meeting. The notice shall identify the individual attending on behalf of the Member, their position within the Members organization and any limits on their authority to represent the Member. Any individual appointed pursuant to this Article shall attend the Members meeting with an original signed copy of their Notice of Appointment and identification acceptable to the Co-op.
3.3 Representation and voting a. Each Regular member shall be associated with one region and the selection for Director for each region shall be made by a majority vote of members of that region. The Director for Associate Members shall be made by a majority vote of members of Associate Members. No changes in a member’s regional association will be allowed within 30 days of the Annual Meeting. . b. Voting. Unless otherwise specified by the by-laws of the Co-op or the Act, any question coming before a Members' Meeting shall be determined by a majority of votes, and in case of an equality of votes, the chair presiding at any Members' Meeting has a casting vote. c. No Member shall vote by proxy. Each member shall have only one (1) vote. d. Resolution. Any resolution approved in writing by all of the Members who would have been entitled to vote on the resolution at a Members' Meeting shall be as valid and effectual as if it had been passed at a Members' Meeting duly called and constituted and shall be deemed to relate back to the date stated therein as being the effective date thereof.
3.4 Meeting Proceedings a. Registration Fee. The Board may, at the time of calling a Members' Meeting, require attendees to pay a registration fee to be set by the Board. b. Notice. Notice of Members' Meetings shall be sent by mail or electronically to each Member at the last given address in the register of Members, not less than sixty (60) days prior to the date of the meeting. Notice of a special general meeting shall specify the business to be transacted thereat. c. Waiver of Notice. Notice of any Members' Meeting or any irregularity in any Members' Meeting or in the notice thereof may be waived by the Members, and subject to the failure to obtain a quorum it shall not be necessary to give notice of any adjourned Members' Meeting. 4|Page
RAINBOW HEALTH CO-OPERATIVE RULES d. Invalidation of Proceedings. Where notice is received by the persons generally entitled to attend a Members' Meeting, an accidental omission to give notice of the meeting to, or the non-receipt of notice by, a Member shall not invalidate the meeting or any resolution or any proceedings taken at the meeting nor shall it prevent the holding of the meeting. e. Quorum. While there are less than 200 members, the required quorum is three (3) people. Once the co-op attains 200 members, a quorum shall be twenty (20) people. f. Absence of Quorum. Where a quorum is not present at a Members' Meeting, the meeting shall be adjourned, and the Directors shall cause a notice to be sent to all Members setting a time and place for the adjourned meeting, which time and place shall not be more than one hundred and twenty (120) days from the date originally scheduled for the meeting, and upon the meeting being reconvened, the meeting shall proceed, and those present shall constitute a quorum, but no business shall be transacted at that meeting other than the business described in the original notice. g. Conduct of Meetings. Unless otherwise specified by the by-laws of the Co-op, all Members' Meetings shall be conducted according to Robert's Rules of Order. h. Electronic Meetings. Members’ Meetings may be conducted through electronic media, for some or all of the representatives, as long as all members can communicate freely and fully.
ARTICLE 4. - DIRECTORS 4.1 Composition. a. The affairs of the Co-op shall be managed by a Board of Directors consisting of one (1) director per region and one (1) director of Associate Members, up to seven (7) in total. The number of regions are at a minimum to conform to the Health Authority Regions as established by the BC Ministry of Health, but regions may be added by a vote of the member on a resolution by the board of directors. At no time can there be fewer than three (3) directors. b. Qualifications. A director shall be: a. A member of a Regular Member of the Co-op which is in good standing; b. age eighteen (18) or over; c. mentally competent; and d. not in a state of undischarged bankruptcy.
4.2 Vacation of Office: The office of a Director shall be vacated, if: a. They cease to have the necessary qualifications of office, or b. Absent without leave of the Board from three (3) consecutive regular meetings of the Board, c. By notice in writing to the Board they resign their office, d. By resolution passed by at least two-thirds (2/3) of the votes cast at a Members' Meeting, they are removed from office. e. At a duly called meeting of the Board, a resolution is passed by at least seventy-five percent (75%) of votes cast, to remove the said director.
4.3 Appointment in Case of Vacancy: So long as a quorum of Directors remains in office, if any vacancy shall occur for any reason, the Board shall contact the Members in the vacating Director’s region and request that they appoint a replacement.
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4.4 Powers of the board of directors The Board may exercise all the powers of the Co-op, as are not by the Act or rules required to be exercised by the Members of the Co-op, and in particular have power to authorize expenditures on behalf of the Co-op, and may delegate by resolution to an officer or officers of the Co-op such powers as they see fit.
4.5 Terms of Office A director’s term is three years. Directors may serve for a maximum of three consecutive terms. The first directors shall appoint interim directors up to the full complement of seven as one of their first duties.
4.6 Officers. The Board may appoint officers by ordinary resolution from time to time to act on behalf of the Co-op, and the officers' functions shall be as defined by the Board. Officers shall serve for a term of three years and shall be eligible to serve for three consecutive terms if the majority of Directors so wishes. a. Appointment of president and vice-president - The board must appoint, by resolution, a president and a vicepresident of the Co-op from among the directors. b. Appointment of other officers- The board may appoint, by resolution, a secretary, a treasurer and other officers that the board determines are necessary. c. The officers appointed under sub rule (1) may be, but need not be, directors. d. One person may hold more than one office e. Two or more offices of the Co-op may be held by the same individual.
4.7 Powers and duties of officers Subject to the Act, the board may specify the powers, duties and responsibilities of the officers appointed, and may vary, add to, or limit the powers, duties, and responsibilities of any officer.
4.8 Term of office and remuneration a. The board must determine the term of office and the remuneration of any officer it appoints. b. The board, in its discretion, may remove any officer of the Co-op without prejudice to that officer's rights under any employment contract.
4.5 Committees a. Appointment of committees - The board may, by resolution, appoint one or more committees consisting of the director, directors or members that the board consider appropriate to exercise the powers delegated by the board to them as authorized by the Act. b. Terms of reference - Any committee so formed, in the exercise of the powers delegated to it, must conform to any terms of reference that may from time to time be imposed on it by the directors, and report every act or thing done in the exercise of those powers to the earliest meeting of the directors held next after the act or thing has been done. c. Variation of terms of reference - The board may vary, add to or limit the terms of reference of any committee. d. Time and place of committee meetings - The members of a committee may meet and adjourn as they consider appropriate. e. Quorum - Unless the board determines otherwise, each committee has the power to fix its quorum at not less than a majority of the committee members. f. Vacancy - If there is a vacancy on a committee of directors, the remaining committee members may exercise all the powers of the committee as long as a quorum of the committee remains in office. g. Chair - A committee of directors may elect a chair of its meetings but, if no chair is elected, or if at any meeting the chair is not present within 15 minutes after the time appointed for holding the meeting, the directors present who are members of the committee may, by resolution, choose one of their number to chair the meeting. 6|Page
RAINBOW HEALTH CO-OPERATIVE RULES h. Voting at committee meetings - Questions arising at any meeting of a committee of directors are determined by a majority of votes of the members present, and in case of an equality of votes the chair has no second or casting vote. i. Minutes of committee proceedings- The minutes of the proceedings of a committee of directors must be kept in accordance with the Act.
ARTICLE 5. – MEETINGS OF DIRECTORS 5.1 Time of Meetings. Meetings of the Directors may be held at such times as the business of the Co-op may require. In the event a Director is of the opinion that a meeting is necessary and it is not being called by the Chair or such other officer of the Co-op as may be authorized to call a Board meeting, a meeting of the Directors may be called by seventy-five (75%) percent of the Directors holding office at any given time.
5.2. Place of Meetings. Meetings of the Directors may be held in any province or territory of Canada or electronically. Alternatively, the Directors may resolve that a particular meeting of the Directors be held outside Canada. Any Board meeting may be conducted by conference telephone or any other communication facility that would permit all participant directors to hear each other simultaneously and a director participating in such a meeting by such means is deemed to be present at the meeting.
5.3. Notice. Notice of any meeting of the Directors shall, except as otherwise herein provided, be given in writing not fewer than sixty (60) days before such meeting, and shall state the purpose thereof, provided that no notice shall be necessary in the case of a meeting of Directors held immediately upon the adjournment of the annual general meeting of the Members, and provided further that meetings of the Directors may be held without formal notice if all of the Directors are present, or if those absent have signified their consent to such meeting or their consent to the business transacted thereat.
5.4. Votes. Every director in attendance at or participating in each Board meeting shall have one (1) vote.
5.5. Quorum. The quorum necessary for the transaction of the business of the Directors shall be a majority of the Directors.
5.6. Order of Business. The Directors may elect from their number a chairperson of their meetings and determine the period for which she/he is to serve as the chairperson. If no such chairperson is elected, or if at any meeting the chairperson is not present within five (5) minutes after the time appointed for the meeting, the Directors may choose one (1) of their number to be the chairperson of the meeting. The order of business at meetings of the Directors shall be determined by the chairperson and shall be included where practicable with the notice of meeting.
5.7. Proxies. Pursuant to the terms of these by-laws a director may appoint a proxy to represent her/him at a Board meeting provided such appointment is made in accordance with these rules. The director may:
Designate their proxy at a board meeting prior to the one where their proxy is required to represent them Inform the board in writing 12 days before the meeting where their proxy is required. 7|Page
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The director’s proxy shall be in effect only for the meeting where required. The director must designate their proxy prior to every meeting where their proxy is required. A proxy may not represent a director for more than two (2) consecutive meetings.
5.8. Resolution. A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of the Board of Directors or committee of Directors, is as valid as if it had been passed at a meeting of the Board of Directors or committee of Directors.
ARTICLE 6. - LIABILITY OF DIRECTORS AND OFFICERS 6.1 Limitation of Liability. The liability of a member or Director of the Association is limited in accordance with the Cooperative Association Act. No director or officer of the Co-op shall be liable for the acts or omissions of any other director or officer or employee of the Co-op or for any loss, damage or expense suffered by the Co-op through the insufficiency or deficiency of title to any property acquired by order of the Board, or in respect of any deficiency or any security in or upon which any monies of the Co-op shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the Co-op shall be deposited or for any loss occasioned by any error of judgment or oversight on her/his part, or for any loss or damage which may occur in the execution of the duties of her/his office, in relation thereto or in respect of any other act or omission of a director in her/his capacity as such causing loss, damage or expense, unless the same shall happen through her/his own willful neglect or default.
6.2 Indemnity. The Association must indemnify the directors and officers in accordance with the Act. In accordance with Section 73(1) of the Act, every director, officer, their heirs, executors and administrators, and estate and effects, respectively, shall by this by-law from time to time and at all times, be indemnified and saved harmless out of the funds of the Co-op, from and against:
All costs, charges and expenses whatever that a director or officer of the Co-op sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against her or him, for or in respect of any act, deed, matter or thing whatever, made, done or permitted by her or him, in or about the execution of the duties of her or his office, and All other costs, charges and expenses that she or he sustains, or incurs, in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by her or his own willful neglect or default.
6.3. Insurance The Co-op shall purchase insurance to cover the perils described in Article 6, and the premiums thereof shall be paid from the funds of the Co-op. Such insurance shall cover officers in the same manner as directors where such officers are not directors.
ARTICLE 7. - CONFLICTS OF INTEREST 7.1 Interest in Contracts. The directors and officers of the Association are governed by the disclosure and conflict of interest rules set out in the Act.
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7.2 Declaration of Interest. The directors and officers of the Association are governed by the disclosure and conflict of interest rules set out in the Act.
ARTICLE 8. - AUDITOR The Members shall at each annual general meeting by majority vote either appoint an auditor to audit the accounts of the Co-op, to hold office until the next annual meeting provided that the Directors may fill any vacancy in the office of auditor, or, if the value and/or nature of business transacted by the Co-op is such that the Co-op is not automatically required by law to conduct an audit, the members may waive having a an audit
ARTICLE 9. - BORROWING POWERS 9.1 Powers of Board. The Board may from time to time, within the limits of this by-law: a. Borrow money upon the credit of the Co-op. The Board shall establish an operating line of credit with a maximum borrowing limit to be determined by the Board annually. The maximum borrowing limit shall require the vote of seventy-five per cent (75%) of the Directors b. limit the amount to be borrowed c. issue debentures or other securities of the Co-op d. pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient e. secure any such debentures or other securities, or any other present or future borrowing or liability of the Co-op by mortgage, charge or pledge of all or any currently owned or subsequently acquired real and personal, moveable and immoveable, property of the Co-op, and the undertaking and rights of the Co-op.
9.2. Real Property. At no time shall the Board incur any indebtedness on the real property of the Co-op without the specific authorization of a special resolution of the Members.
9.3. Delegation. The Board may delegate the powers referred to in Article 9, Section 1 herein to such officers or directors, to such an extent and in such a manner as the Board in its discretion may determine by proper resolution.
ARTICLE 10. - EXECUTION OF DOCUMENTS 10.1. Execution of Contracts. Contracts, documents and any instruments in writing requiring the signature of the Co-op shall be signed by any two (2) of either Directors or officers who have been authorized by resolution of the Board to so sign, and all contracts, documents or instruments in writing so signed shall be binding on the Co-op without any further authorization or formality.
10.2. Execution of Banking Documents. All documents required by any bank, credit union, caisse populaire, co-operative credit society or any other lending body in connection with the borrowing of money shall be signed by any two (2) of either Directors or officers who have been authorized by resolution of the Board to so sign, and all documents so signed shall be binding on the Co-op without any further authorization or formality.
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10.3. Notices Notice to directors, members, investment shareholders and other persons Unless otherwise specified in the Act or these Rules, any notice required to be given to a director, member, investment shareholder or any other person must be in writing and is sufficiently given if it is a. delivered personally, b. delivered to the person's last known address, as recorded in the Co-op's register of members or other record of the Co-op, c. mailed by prepaid mail to the person's last known address, as recorded in the Co-op's register of members or investment shareholders or other record of the Co-op, d. sent to the person by facsimile transmission to a telephone number provided for that purpose or served in accordance with Rule 182 or 183.
10.4 Notice to Co-op Unless otherwise specified in the Act or these Rules, any notice required to be given to the Co-op must be in writing and is sufficiently given if it is a. delivered to the registered office of the Co-op, b. mailed to the registered office of the Co-op by prepaid mail, c. sent by facsimile transmission to a telephone number provided for that purpose, or d. served in accordance with the Act.
10.5 Deemed receipt a. A notice given in accordance with the above is deemed received when it is delivered. b. A notice given in accordance with the above is deemed received on the second day, not including Saturday and holidays, after the date of mailing c. A notice given in accordance with the above is deemed to be received at the time the notice is sent by facsimile.
10.6 Computation of time In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving notice must be excluded and the date of the meeting or other event must be included.
10.7 Undelivered notices If a mailed notice is returned on two consecutive occasions because the intended recipient cannot be found, the Co-op is not required to give any further notices to that intended recipient until the intended recipient informs the Co-op in writing of his or her new address.
10.8 Omissions, non-receipt and errors The accidental omission to give a notice to, or the non-receipt of a notice by, a member, investment shareholder, director, officer, auditor or member of a committee of the board, or an error in a notice that does not affect the substance of it, does not invalidate any action taken at a meeting held in accordance with, or otherwise founded on, that notice. A person who, by operation of law, transfer, death of a member, or any other means, becomes entitled to a share in the Co-op, is bound by every notice in respect of the share that has been duly given to the member from whom that person derives title to the share before the person's name and address were entered on the register of members or investment shareholders and before the person furnished the Co-op with the proof of authority or evidence of the person's entitlement.
10.9. Service of Documents a. Service by the Co-op - A notice or document required by the Act to be served by the Co-op may be served by 10 | P a g e
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mailing it by registered mail to the last known address of the intended recipient, as recorded in the Co-op's register of members or other record of the Co-op, or personal service. A notice or other document served by the Co-op is deemed received on the second day, not including Saturday and holidays, after the date of mailing. b. Service on the Co-op - Service on the Co-op must be in accordance with the Act.
10.10. Corporate Seal and Execution of Instruments a. The Co-op may have a corporate seal, but is not a specific requirement to do so. A director or other person who has been designated by resolution of the Board shall have custody of such seal. When required by law, the seal of the Co-op may be affixed to contracts, documents and instruments signed as aforesaid by a director or directors appointed by ordinary resolution of the Board. b. Use of corporate seal - The directors may provide a seal for the Co-op and may determine its form. c. Custody of seal - The directors must provide for the safe custody of the seal, which must be stored at the registered office of the Co-op. d. Who may attest seal - The seal must not be impressed on any instrument unless that impression is attested by the signature or signatures of any 2 directors, an officer and a director, or one or more directors, officers or other persons as determined by resolution of the directors. e. Execution of documents where no seal - If the directors have not adopted a seal for the Co-op, instruments may be executed on behalf of the Co-op by the persons specified in Article 10.1.
Article 11. — Dispute Resolution 11.1 Disputes A dispute that under the Act may be submitted for arbitration must be referred to an arbitration committee of 3 members of the Co-op in accordance with this Part. Commencement of arbitration proceedings a. An arbitration must be commenced in accordance with the Act. b. If such a notice is provided to a director, that director must promptly provide the Co-op with a copy of the notice.
11.2 Nomination of committee members Within 14 days of receipt of a notice referred to in Rule 167, the president of the Co-op and the other party must each nominate one member of the Co-op as a member of the arbitration committee, and the third member must be appointed by the 2 nominated members.
11.3 Failure to nominate committee If for any reason an arbitration committee has not been appointed within 6 weeks after the first member is nominated to the committee, on application by a party, the Supreme Court of British Columbia may appoint the members of the arbitration committee.
11.4 Consolidation of disputes Disputes that have arisen between the Co-op or a director and different parties may be heard in one arbitration if a. the disputes are similar, and b. all parties agree on the appointment of the arbitration committee and the steps to be taken to consolidate the disputes into the one arbitration.
11.5 Procedure a. Subject to these Rules, the arbitration committee may conduct a hearing in the manner it considers appropriate, but each party must be treated fairly and must be given full opportunity to present its case. 11 | P a g e
RAINBOW HEALTH CO-OPERATIVE RULES b. Each party to the dispute must submit to the arbitration committee a written statement describing the nature of the dispute and a summary of the evidence the party intends to present at the hearing. c. The arbitration committee must hold a hearing as soon as possible at a location that is convenient to both parties. d. The arbitration committee may determine whether the hearing is open to all members of the Co-op. e. Each party to the dispute must attend the oral hearing, if any, and may be represented by another person including a lawyer. f. If both parties agree, the hearing may consist of an exchange of written statements or any other procedure.
11.6 Examination and evidence A party to the dispute is a compellable witness at an oral hearing. Witnesses at an oral hearing must a. respond fully to questions asked by members of the arbitration committee, and b. produce all relevant records that the arbitration committee may require. c. Each party may present or rebut evidence and may examine or cross-examine witnesses at an oral hearing. d. The arbitration committee is not bound by the rules of evidence and may admit as evidence any oral testimony or any record that the arbitration committee considers is credible or trustworthy and relevant to an issue in dispute between the parties.
11.7 Form of the decision a. The arbitration committee may make whatever decision it considers just having regard to the Act, the regulation, the memorandum of the Co-op, these Rules and the evidence presented by the parties. b. The decision must be in writing and signed by each member of the arbitration committee. c. Within 4 weeks of the date of the decision, the arbitration committee may vary a decision to correct a clerical or typographical error or omission, or a similar type of error or omission.
11.8 Costs of arbitration Parties to an arbitration must bear their own costs. ARTICLE 12. - GENERAL
12.1 Amendments to By-laws. a. Amendments, additions or alterations to, or repeal of charter by-laws may be made at any Members' Meeting by a resolution passed by not fewer than two-thirds (2/3) of such delegates as are present and who vote thereon, provided that written notice of the proposed enactment, amendment, repeal or substitution has been forwarded to each Member who may be entitled to vote at such meeting together with the notice of such meeting.
Member Ratification of Rules We, the persons whose names and addresses are listed below and by our signatures ratify these as the Rules of the Rainbow Health Co-operative Subscriber Name
Subscriber Address
Membership shares taken
Chrys Tei Argast
2998 Manzer Road, Sooke BC V9Z0C9
20
Alexa Robin Clodge
1106 Glenora Place, Victoria BC V8T 2G8
20
Lindsay Penner
535 Ellice Street Victoria BC V8P 2C3
20
Roxana Argast
2998 Manzer Road Sooke BC V9Z0C9
5
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