Bylaws
Bylaws adopted: June 13, 2020
1. CORPORATION
- Name – The Name of the Co-operative is Hypha Worker Co-operative Inc.
- Objects – The Co-operative’s primary object is to provide employment to its members. The Co-operative shall be carried on without the purpose of gain for its members and any profits or other accretions to the corporation shall be used in promoting its objects.
- Head Office – The head office of the Co-operative is #1308-1403 Royal York Road, Etobicoke, Ontario, Canada.
- Co-operative Corporations Act – The affairs of the Co-operative will be governed by and conducted in accordance with the Co-operative Corporations Act of Ontario (the “Act”). If any conflict arises between the mandatory provisions of the Act and the bylaws of the Co-operative, such provisions of the Act shall govern.
Records – Copies of the following documents shall be kept electronically and at the head office of the Co-operative:
A. the Co-operative Associations Act and the Regulations;
B. the Articles of Incorporation and Bylaws;
C. records of the minutes of all meetings of incorporators, directors, and members;
D. the shares and transfer records containing the names of all members and the record address, shares held by each, and the designated beneficiary of each;
E. all accounting books and documents; and
F. all operating and trading policies of the Co-operative.These records shall be available to members for viewing for purposes consistent with the good faith exercise of membership rights and responsibilities in the Co-operative.
The Co-operative shall provide each member with a copy of these bylaws and the Co-operative Association Act and the Regulations.
2. MEMBERSHIP
Qualifications for Membership – The board of directors may admit as a member in the Co-operative a person who:
A. is an employee or foreign contractor of the Co-operative;
B. supports the objects of the Co-operative as described in section 1.2 of these bylaws;
C. has performed at least 800 hours of paid work for the Co-operative in the last 52 weeks, and expect to continue this relationship with the Co-operative;
D. agrees to participate in working groups and accept other management duties in the Co-operative, as determined by the board of directors.Persons who have not met the requirements of “C”, due to work shortages or if they have not met the work requirement because the Co-operative has not been in operation long enough, may retain membership, subject to the approval of the board of directors.
Employment Requirements – All permanent employees must be members of the Co-operative. An employee is a permanent employee if the employee has been employed for a probationary period of at least 1 year.
The probationary period commences from the first day of employment. Employees who have less than 5 years of cumulative professional work experience may be subject to additional probationary membership terms; this is at the discretion of the board.
Non-Members on Casual Contracts – The Co-operative shall not contract out work normally performed by its members to non-members or non-employees without the prior approval of two-thirds of the membership.
Probationary Members – Probationary members shall not have the right to vote in the Co-operative. However, probationary members may be required by the board of directors to participate in management activities.
Once the probationary member has worked the required number of hours, they are entitled to apply for membership in the Co-operative at any time. If the worker does not wish to become a member in the Co-operative, they may decline to apply for membership and continue to work for the Co-operative as a non-member at the board’s discretion. If the worker declines to apply for membership, they remain eligible to apply for membership at a future time.
Application for membership in the Co-operative shall be in writing to the board of directors. The Co-operative shall provide application forms for this purpose. Upon an application for membership, the members shall vote on whether to accept the application:
A. if the vote to accept is unanimous, a resolution is passed recommending to the board of directors that the probationary member will become a full member as soon as they meet all of the membership requirements as described in section 2.1; or B. if the vote to accept is not unanimous, the application is rejected.
If the application for membership is rejected, the members shall vote on a resolution, which is passed by a majority of two-thirds, to recommend to the board of directors to terminate the probationary member’s employment with the Co-operative. If the resolution does not pass, the worker may continue to work for the Co-operative as a non-member at the board’s discretion. If their employment continues, they are eligible to apply again in the future at the board’s discretion.
Foreign Contractors – Foreign contractors must be non-residents of and conducting work remotely outside of Canada. They are eligible for probationary membership upon special approval by the board of directors, and may apply for full membership according to the application process detailed in section 2.4.
Benefits of Membership – Members shall enjoy the following rights of membership:
A. the right to vote at the annual, regular, or special meetings;
B. the right to receive a percentage of the surplus earned by the Co-operative, as described in section 6.4 of these bylaws; and
C. all rights of members otherwise set out in the Act, the articles and the bylaws of the Co-operative.Active – Members shall be considered “active” if they meet all of the membership requirements as described in section 2.1 and have not requested to change their status. Members shall be considered “inactive” if they have requested to change their status as such.
Inactive members are unable to vote, serve as director, participate in projects, or work as an employee for so long as they remain that way. Inactive members can request to become active at any time or can automatically become active by attending a member meeting.
Transfer – Membership shall not be transferable.
Withdrawal – A member of the Co-operative may withdraw from membership by giving the board 1 month’s notice of their intention to withdraw. A member may only withdraw from membership if they also terminate their employment effective the same date.
Exclusion – Members may be excluded from membership according to Section 9 of the Co-operative Associations Act and Regulations 4 and 6 of that Act, and also if one or more of the following grounds exist:
A. they no longer meet the membership requirements;
B. they have failed to perform work assigned in a satisfactory manner; or
C. they have intentionally acted in a manner contrary to the best interests of the Co-operative.Any member may recommend that a member be dismissed if any of these grounds are met. The board of directors shall notify the member by registered mail of the grounds and schedule a hearing in which the member will be given the opportunity to be heard by the directors. A vote of two-thirds of the directors is required before a member can be dismissed from the co-op. The member may appeal the decision as allowed under Section 29, article 2 of the Co-operative Associations Act.
Repurchase of Member Loans – Upon exclusion or withdrawal from membership, the Co-operative shall repurchase the members loans, subject to the Co-operative Associations Act, Section 29, Article 2.
Statement of Non-discrimination – The Co-operative shall not discriminate on the basis of race, age, sex, gender, gender identity and expression, sexual orientation, religion, physical ability, physical appearance, body size, or national origin when considering a person for employment or membership.
3. MEMBER MEETINGS
Annual Meeting – The annual meeting of the members shall be held within 4 months of the fiscal year end and within 15 months of any previous annual meetings. The date, time and location of the annual meeting shall be fixed by the board of directors. The annual meeting shall be held for the purpose of electing the board of directors, accepting financial statements and any auditor’s report thereon, appointing the next auditor, and for the transaction of any other business, which may properly be brought before an annual meeting of the members.
Special Meetings – Special meetings of the members may be called by any director under the direction of the board of directors at any time or by a written application of 20% of the active members in accordance with the Act, at any time, and the Secretary shall send the requisite notice of such meeting to members of the Co-operative.
Place of Meetings – Meetings of the members may be held at any place within the province of Ontario as determined by the board of directors, this includes meeting by telephonic or electronic means in accordance with Section 74 of the Act. A meeting held under telephonic or electronic means is deemed to be located at the head office of the Co‑operative.
Notice of Meetings – A written notice of each annual or special membership meeting stating the time, place and purpose shall be given to each member by the board and shall be posted in the place of business at least 10 days before the meeting. Notice need not be given if a unanimous motion is passed to waive the notice period for a special membership meeting.
Notice will be given, either:
A. in person;
B. by telephonic and electronic means; or
C. by mailing it to the members’ address as shown on the records of the Co-operative.Quorum – At least 60% of the active members shall be required to constitute a quorum at any membership meeting. No business shall be transacted at any meeting unless the quorum requisite be present.
If at any meeting of the members, other than requisitioned meetings, a quorum is not present within thirty minutes of the time for which the meeting is called, the presiding officer shall adjourn the meeting to a date not more than 15 days thereafter. Notice of the reconvened meeting shall be given by the board at least 1 day previous to the date of the meeting.
No Proxies – Voting by proxy is not permitted.
Decision Making and Voting – Normally, discussions and resolutions arising at any meeting of the members shall be decided by consensus. Where the meeting cannot reach consensus, it goes to a simple majority vote. A member may make a special motion requiring the resolution be decided by a majority of two-thirds. This special motion, which must have a seconder, may not be debated, and must itself have a majority of two-thirds.
Each active member of record at the time of the meeting is entitled to one and only one vote on any matter requiring membership voting. Voting on resolutions happens by secret ballot.
Action at a Meeting – The president or other designee, as determined by the board of directors, shall chair at membership meetings. However, if at a meeting the board’s designee is not present for the meeting, the members present shall choose a person from their number to be the chairperson, provided a quorum is present.
When a quorum is present at a membership meeting, a majority of the members present and entitled to vote shall decide any matter to be voted on by the members, unless a majority of two-thirds is required by law, by the Articles, or by these bylaws.
4. BOARD OF DIRECTORS
Qualifications – Each member of the board of directors shall be an active member of the Co-operative and at least 18 years of age.
Powers – The board of directors will manage the Co-operative in all matters as delegated, excluding those requiring acceptance by the membership.
Election and Size – The board of directors shall consist of a minimum of three and a maximum of 20 directors, who shall be elected for a term of 2 years arranged so that at least 50% of directors are elected each year. Directors shall be eligible for re-election upon completion of their term. In the event that the number of members is less than the number of directors called for above, the board shall consist of the full membership, and the length of the term shall be unlimited.
Nomination and self-nomination for all elections of directors may be made prior to the election in writing to the secretary, or at a members meeting. All elections of directors shall be by secret ballot.
Vacancies – If a vacancy occurs in the board of directors, the directors may appoint a member to fill that vacancy until the next annual meeting when the members shall hold an election to complete the term of the vacancy.
Tenure – Except as otherwise provided by law, by the Articles, or by these bylaws, directors shall hold office until their successors are elected.
Leaving Office – The office of a director shall be vacated if a director:
A. ceases to have the necessary qualifications for office;
B. is absent without leave of the directors for three consecutive regular meetings of the directors;
C. provides notice in writing to the Co-operative that they resign their office; or
D. a resolution is passed by a vote of two-thirds of the active members at a special or annual meeting, then they are removed from office with or without cause.Meetings of the Directors – Regular meetings of the directors shall be held as often as the business of the Co-operative may require but in any event not less than annually.
Notice of the time, place, and purposes of any meeting of the board shall be given to each director by the Secretary. Notice shall be given to each director in person or by telephonic or electronic means not less than 24 hours before the meeting or by written notice mailed to the director’s last known address at least 72 hours before the meeting.
Meetings of the directors may be held at any place within the province of Ontario as determined by the board of directors, this includes meeting by telephonic or electronic means in accordance with Section 74 of the Act. A meeting held under telephonic or electronic means is deemed to be located at the head office of the Co‑operative.
Quorum – A simple majority of the number of directors authorized shall constitute a quorum at any meeting of the directors. If a quorum is present, a majority of the directors present may take any action on behalf of the board of directors, unless a larger number is required by law, by the Articles, or by these bylaws.
Voting – Normally, questions arising at any meeting of the board of directors shall be decided by consensus. Where a meeting cannot reach a consensus, a director may make a special motion requiring the main motion be decided by a majority of two thirds of the directors present. The motion, which must have a seconder, may not be debated and must itself have a majority of two thirds of the directors present.
Remuneration – The directors shall serve without remuneration for their work as directors and no director shall directly or indirectly receive any profit from their positions as such, provided that directors may be paid reasonable expenses incurred by them in the performance of their duties. Nothing herein contained shall preclude any director from serving the Co-operative in any other capacity and receiving remuneration therefor.
Limitation of Indemnity – No director or officer of the Co-operative shall be indemnified by the Co-operative with respect to any liability, costs, charges or expenses that they sustain or incur in or about any action, suit or other proceeding as a result of which they are adjudged to be in breach of any duty or responsibility imposed upon them under the Act or under any other statute unless, in an action brought against them in their capacity as director or officer, they have achieved complete or substantial success as a defendant.
Insurance – The Co-operative may purchase and maintain insurance for the benefit of its directors and officers, except insurance against a liability, cost, charge or expense of the director or officer incurred as a result of a contravention of the standard of care required of officers and directors by the Act.
5. OFFICERS
Election and Appointed Officers – The board of directors shall annually or as often as may be required, elect a president, and elect or appoint a vice-president, a secretary, and a treasurer from among the directors at its first meeting following the annual membership meeting or following a special meeting held in place thereof. Other officers may be elected by the board of directors at its discretion.
Tenure – Any officer may resign by delivering to the board their written resignation, effective upon receipt or at some later time specified.
Removal – The board of directors may remove any officer with or without cause. If an officer is removed for cause, they are entitled to reasonable notice and an opportunity to be heard by the board of directors.
Vacancies – If any office becomes vacant for any reason, the board of directors may elect or appoint a successor or successors, who shall hold office for the unexpired term, except as otherwise provided by law, by the Articles, or by these bylaws.
Duties of President – Subject to direction from the board of directors, the president shall:
A. have power to chair meetings of directors or designate a member to chair;
B. in case of equality of votes, they shall have cast the deciding vote to which they are entitled to as a director; and
C. have such other duties and powers as determined by the board.Duties of Vice-President – Subject to direction from the board, the vice-president shall:
A. assume the duties and powers of the President whenever they are unable to perform such duties or exercising such powers; and
B. have such other duties as determined by the board of directors.Duties of Secretary – Subject to direction from the board, the secretary shall:
A. issue or cause to be issued notices for all meetings of the members and directors when directed to do so;
B. keep at the registered office those documents described in section 1.5 of these bylaws and any others as the board of directors shall determine; and
C. shall have such other duties and powers as determined by the board.Duties of Treasurer – Subject to direction from the board, the treasurer shall:
A. have general charge of the finances and custody of the funds of the Co-operative;
B. have power to endorse for deposit or collection all notes, cheques, drafts, and other obligations or payments to the Co-operative and to accept drafts on behalf of the Co-operative;
C. cause to be kept accurate books of account, which shall be the property of the Co-operative;
D. keep at the registered office those documents described in section 1.5 of these bylaws and any others as the board of directors shall determine; and
E. shall have such other duties and powers as determined by the board.Reports – The board shall require the president and/or the secretary and/or the treasurer to submit financial statements and other reports in such form and at such frequency as the board may require from time to time.
6. SURPLUS, LOSS AND INTERNAL CAPITAL ACCOUNTS
Definitions
The net worth is the difference between the assets and liabilities of the Co-operative’s books, kept according to generally accepted accounting principles. Where liabilities exceed assets, the net worth is negative.
The internal capital accounts reflect the allocation of the net worth of the Co-operative among individual members’ capital accounts and the reserves. The sum of the balances in the internal capital accounts is the net worth of the Co-operative.
An individual member’s capital account records the part of the net worth contributed by and credited to each member through direct investment by the member in the form of member loans and by the investment of patronage returns determined by the member’s share of labour patronage described in section 6.1.
The reserve is the collective portion of the net worth that is not to be returned to the individual members. An indivisible reserve is never divided among members, it is permanent co-operative capital that represents the value of the common effort of the members. The indivisible reserve is like any other retained earnings and controlled by members while the Co-operative is operating however they will not be available to the individual members if the Co-operative ceases to exist.
The net income is the book net income for the financial year, after interest on member loans and special allocations, computed in accordance with generally accepted accounting principles.
The surplus or loss with respect to a financial year of the Co-operative is:
I. the book net income or loss for the financial year;
II. less tax payable on the net income of the Co-operative;
III. plus the amount of tax on the income of the Co-operative
recoverable owing to a loss for that financial year;IV. all as computed in accordance with generally accepted accounting principles consistently applied and after payment or recovery of income tax on the Co-operative’s income. If the total is positive, it is a surplus. If the total is negative, it is a loss.
The labour patronage of a member is the total hours worked for the Co-operative during the financial year regardless of the rate of pay. Work performed while a probationary member or a casual worker shall not be included in the calculation of labour patronage. A minimum of 16 hours must be contributed by the member in any year before labour patronage will be calculated.
The member’s share of labour patronage is the individual’s labour patronage divided by the total labour patronage of all members.
The patronage return is the amount that is allocated, credited or paid in each fiscal year to members based on the business done by them with or through the Co-operative.
Member Loans – The Co-operative may hold loans from its members. These loans may result from:
A. mandatory deductions from wages paid by the Co-operative, as may be required by and at a rate set by the board of directors;
B. the retention of interest paid on an individual member’s loans;
C. the retention of an individual member’s portion of net income; or
D. voluntary loans made by the member to the Co-operative.Interest rates paid on member loans shall be the lesser of: the prescribed maximum annual percentage of 2% above the prime rate established by the Bank of Canada on the first day of the month before the month in which the rate of interest is set, or an annual percentage determined by the board of directors.
Reserves – The reserve funds are held in a general reserve account and consist of the collective portion of the net worth that is not returned to the members based on the allocation as defined in section 6.4. All reserve funds are indivisible and allocated into specific reserve accounts in order to maintain a general reserve for rainy days, support member and coop development, and provide solidarity to movement-building projects.
Allocation of Net Income, Surplus, and Loss – At the end of each financial year, the finance working group shall calculate interest due on member loans and credit this interest to the loan portion of their individual member’s capital account. The board of directors may, according to operating policies approved by the members, assign special allocations to individual members’ capital accounts, in recognition of past uncompensated contributions to the Co-operative.
In the event of a surplus, the net income shall be credited to internal capital accounts as follows:
A. 80 percent of net income less the co-op’s taxes shall be credited to the reserve funds as defined in section 6.3. The distribution into specific reserve accounts will be determined by a resolution passed at the AGM based on proposals brought forward that further the mission of the Co-operative;
B. the remaining net income shall be credited to the loan portion of the individual member’s capital account, according to each member’s share of labour patronage.In the event of a loss, the loss shall be allocated as follows:
A. 50 percent shall be charged against the general reserve account, unless this exceeds the reserve account balance, in which case the full balance of the reserve shall be charged, and
B. the remainder shall be charged against the individual member’s capital account,in proportion to each member’s share of labour patronage.
After this allocation is made, as cash flow and capital requirements permit, the board of directors may direct the Co-operative to pay out in cash a fixed percentage of all member loans as they stand after the year’s surplus or loss allocations. The balance of the individual member’s capital account shall be adjusted accordingly.
Within 3 months after the end of every financial year, the treasurer shall provide all members with a statement showing the amount of their loan accounts in the Co-operative.
7. FINANCIAL
Financial Year - The financial year of the Co-operative shall end on June 30 each year.
Dissolution - If for any reason the affairs of the Co-operative are dissolved or wound up and after satisfaction of all debts and liabilities, including loans, any remaining property shall be distributed to a co-op development fund, a federation or another co-operative organization as shall be identified by a resolution of the Co-operative.
8. MANAGEMENT OF CO-OPERATIVE
Management and general supervision of the business of the Co-operative shall, subject to the direction of the board, be undertaken by its members through their participation in working groups. Within limits prescribed by Co-operative policies, these members act as managers and have the power to enter into contracts in the name of the Co-operative. Such contracts shall be binding on the Co-operative.
9. OPERATING POLICIES
Written policies, separate from these bylaws, may be established by the members or by the board of directors. The operating policies shall be maintained in a handbook and be binding on all members and directors, unless inconsistent with the law, the Articles, or these bylaws.
10. AMENDMENTS AND INTERPRETATION
Amendments - These bylaws or any of them may be repealed or amended in accordance with Section 70 of the Act. Neither these bylaws nor any bylaws to amend these bylaws are effective until they are passed by the directors and confirmed, with or without variation, by at least two-thirds of the votes cast at a general meeting of members of the Co-operative duly called for that purpose.
Interpretation - In all bylaws of the Co-operative, the singular shall include the plural and the plural the singular; the masculine shall include the feminine. Whenever reference is made in this bylaw to any statute or section thereof, such reference shall be deemed to extend and apply to any amendment to said statute or section, as the case may be.
Severability - If a court finds any part of these bylaws to be void, the rest of the bylaws are still in force.