1. Definitions

In these and all other bylaws of the Cooperative, unless the context other wise requires or specifies:

(a) “Act” means the Co-operative Act, 1996 as amended or replaced from time to time, and in the case of such amendment, any references in the bylaws of the Cooperative shall be read as referring to the amended provisions;

(b) “The Co-operative” means the body corporate that has established these bylaws;

(c) “The Directors”, “Board” and “Board of Directors” means the Directors of the Cooperative for the time being;

(d) “In writing” and “written” include words printed, painted, engraved, lithographed, photographed, represented or reproduced by any mode of representing or reproducing works in visible form;

(e) The headings used in the bylaws are inserted for reference only and are not to be considered in constructing the terms thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms;

(f) All terms contained in the bylaws and which are defined in the Act shall have the meanings given to such terms in the Act;

(g) Words importing the masculine gender shall include the feminine, and words importing the singular shall include the plural and vice versa.

(h) “Conflict of Interest” means when an individual or organization is involved in multiple interests, one of which could possibly corrupt the motivation for an act in another.

 

2. PURPOSE

“To create quality craft beers for the community, by the community.”

 

3. FISCAL YEAR

The cooperative’s fiscal year shall begin January 1st and end December 31st of each calendar year.

 

4. CONDITIONS OF MEMBERSHIP

(a) There shall be one class of members, and all members shall have equal rights within the cooperative.

(b) Membership shall be voluntary and open to any natural person of Nineteen Years of age who resides in the province of Saskatchewan, OR Of the legal age of consumption of beverage alcohol in the jurisdiction in which they reside, who find themselves in agreement with the purpose and values of the coop, who are willing and accept the responsibilities of membership.

(c) The Co op shall not discriminate on the basis of race, creed, age, gender, ability, sexual preference, marital status or other arbitrary basis.

(d) Each application for membership must be accompanied by a payment, in agreement with the schedule of fees and dues which is updated from time to time by the board, for the purchase of a membership in the cooperative.

(e) Applicants will be admitted to membership upon submitting a written or online application form prescribed by the Board of Directors and the said application must be approved by the Board and recorded in the minutes.

(f) All memberships shall be subject to approval by the Board.

(g) Transfer of cooperative membership between persons or other legal entities is not permitted.

(h) Each new member shall receive access to an electronic or paper copy of these bylaws.

 

5. JOINT MEMBERSHIP & PROXIES

There shall be no joint membership or proxies, and voting by proxy shall not be permitted.


 

6. WITHDRAWAL OF MEMBERSHIP

(a) A member may withdraw from the co-operative by giving to the Secretary of the co-operative 30 days notice of intention to withdraw.

(b) The board, by resolution, may accept any application to withdraw upon shorter notice.

(c) The co-operative shall pay all amounts held to the credit of a member within the time period 90 days of the board’s acceptance of the member’s application to withdraw


 

7. SURPLUSES

Any surplus from the operations of the co-operative will be placed in the reserves of the co-operative and shall not be distributed to members of the co-operative.

 

8. TERMINATION OF A MEMBERSHIP BY DIRECTORS

(a) The Directors may, with a two-thirds vote at a meeting called according to these bylaws, order the retirement of a member from the co-operative.

(b) The Secretary of the co-operative shall, within ten days from the date on which the order is made, notify the member in writing of the order.

(c) The member may appeal from the order to the next general membership meeting of the co-operative by giving written notice of their intention to appeal to the Secretary within thirty (30) days from the date he received notice.

(d) Where the member makes the appeal, a two-thirds majority shall be required to rescind the order.

(e) The retirement of a member is ordered in accordance with the provisions of this bylaw, the Co-operative shall pay to the member all amounts held to the members’ credit within one year of the members retirement. This does not include the membership fee.

 

9. TERMINATION OF MEMBERSHIP BY MEMBERS

(a) Members may terminate a membership of a member where 10 days’ notice of a the general meeting at which his or her membership is to be considered; and

(b) The termination is approved by a majority of at least two-thirds of the members who are present and cast votes at the meeting.


 

10. NOTICE OF MEETING

The date, time and place of all meetings of members shall be determined by the Board or, in the event that the Board fails to so act, by the Secretary. Meetings shall be held at a time and place convenient to members.

The cooperative shall give not less than 30 days before, and not more than 50 days notice of the time, place, and purpose of any annual or special meeting to its members by:

(a) email notice and posting the event on the website; or

(b) posting a meeting notice in a place that, in the opinion of the directors, is prominent and accessible to members; or

(c) a notice in a local newspaper circulated in the area, not less than 2 issues in advance of the meeting

 

11. QUORUM

(a) Where all members present are directors the quorum shall be a simple majority of directors.

(b) The quorum at any annual or special meeting shall consist of the lesser of:

(i) 15 members; or

(ii) 10% of the membership; provided that it is never less than the number of directors plus one (1)

(c) Unless one-third of all members are present at a membership meeting, the only matters that may be voted upon are those described in the meeting notice.

(d) Members submitting votes by mail or via online ballot may count towards the quorum for the issue on which they have cast a ballot.


 

12. VOTING

(a) Members shall vote:

(i) by a show of hands; or

(ii) by online vote

(iii) where three members entitled to vote at a meeting so demand, by secret ballot; and

(iv) election of directors shall be by secret ballot.

(b) No member is entitled to more than one vote on any question.

(c) The Chairperson of the meeting has the right to vote, but is not entitled to a second vote in the event of a tie.

(d) Where there is an equality of votes, the motion is to be declared lost.

(e) (i) subject to other provisions of the Act and these bylaws, a majority of members who are present and cast votes at a meeting shall decide all questions.

 

13. BYLAWS

Members of the Co-operative may, at any annual meeting or any special meeting called for the purpose, enact, amend, repeal, replace or confirm any bylaws where written notice of the proposed enactment, amendment, repeal, replacement or confirmation is:

(a) Forwarded to each member of the co-operative with the notice of the meeting at which the enactment, amendment, repeal, replacement or confirmation is to be considered, by a majority of the votes cast at the meeting or online vote.

(b) Not forwarded to each member of the co-operative with the notice described in clause a), by a two-thirds majority of the votes cast at the meeting or online vote.

(c) Severability: In the event that any provision of these bylaws is determined to be invalid or unenforceable by a court of law or other competent and relevant jurisdiction, that provision shall be deemed inoperative and shall be deemed modified to conform with the rule of law without affecting the validity or enforceability of any other provision of these bylaws.

 

14. Directors

a) All directors shall be members of the Co-operative and shall not have any overriding conflict of interest.

b) The Board shall consist of at least seven (7) directors but not more than thirteen (13) directors.

c) Qualifications of Board members include:

(i) Is a member of the Co-operative; and

(ii) demonstrated interest in sitting on the board of directors of the Co-operative; and

(iii) is of legal age to consume alcohol in province of Saskatchewan; and

(iv) brings balance to the board with an area of expertise; and

(v) possesses some form of industry specific experience; and

(vi) possesses relationships that will help the organization accomplish its goals; and

(vii) balances the diversity of the board by ethnicity, age, or sex; and

(viii) is able to commit the time necessary to fulfill their responsibility

(d) Any director who wishes to resign his or her office may do so, giving the Board thirty days prior notice whenever possible. If a director permits his or her membership to lapse or, without good cause, misses more than three consecutive Board meetings in any twelve-month period, such director shall be presumed to have resigned, and reinstatement is subject to the satisfaction of the Board.

(e) Directors shall be elected at the annual general meeting, according to the following:

(i) at each annual general meeting the members shall determine by ordinary resolution the number of Directors to be elected

(ii) If the members fail to specify the number of directors at the annual meeting, the number of directors shall be equal to the number set the previous year.

(iii) Directors hold office until the conclusion of the meeting at which their successors are elected, and are eligible for re-election

(g) Directors shall be elected for a four (4) year term.

(i) There is no limit to the number of terms a Director may be elected to.

(h) The members of a Co-operative may, by a resolution approved by two thirds of votes cast at a general meeting, remove any director from office.

(i) Where there is a vacancy on the Board of Directors and;

(i) where there is a quorum of Directors, the remaining Directors;

(a) may exercise all the powers of the Directors; or

(b) may fill the vacancy until the next annual meeting.

(ii) where there is not a quorum of Directors, the remaining Directors shall call a general meeting for the purpose of electing members to fill any vacancies.

(j) Unless these bylaws provide otherwise, the Board of Directors shall:

(i) exercise the powers of the Co-operative directly or indirectly through the employees and agents of the Co-operative; and

(ii) direct the management of the business and affairs of the Cooperative.

(iii) handle the funds of the Co-operative

(k) Any remuneration paid to the directors must be approved at the Annual General Meeting.

(l) The quorum at Board meetings shall be a majority of the Board.

 

15. Officers

The Board of Directors shall:

(a) Elect a President and a Vice President from among the elected Directors.

(b) Appoint a Secretary or Secretary-Treasurer who may, but need not be, a Director.

(c) Designate the offices of the Co-operative, appoint persons as officers, specify or the duties and delegate powers to manage the business affairs of the Co-operative to them.

The Board of Directors may:

(a) Rescind or alter any of these delegated powers and duties

 

16. FINANCE

(a) Memberships shall have no equity value.

(b) The Cooperative will accept donations

(c) The Board will ensure that an accredited and independent accounting provider conducts a full financial audit annually.

(d) The findings of every audit will be reported to the Board and made available to the members within three (3) months after the close of the fiscal year. If an audit is not conducted due to the lack of funds, a report shall be provided to the members explaining the reason for the failure to conduct an independent audit.

(e) Bond purchasers agree to the period interest terms and they are not to be sold or traded within that period. When the bond matures at the end of the term, the investor can request their principle back, or reinvest at the new terms. The Cooperative will contact the investor at that time to let them know the options. There is no market in which to sell or trade these bonds, and none is planned. If a member wishes to sell or redeem his/her bond(s) within the term, in extreme circumstances the Board will attempt to sell the bond(s) to another member, however we cannot provide a guarantee.

(f) Unclaimed money, including bond returns and cancelled memberships shall be held in trust for a period of not less than 2 years, and not greater than 5 years, and is subject to review by the Board of Directors.


 

17. Dissolution

Upon dissolution of the Co-op, its assets shall be distributed in the following manner and priority:

(a) by paying or making provision for payment of all existing liabilities and expenses related to the liquidation of assets;

(b) by redeeming any revolving capital accounts which if they cannot be paid in full the shall be paid according to age, oldest outstanding amounts first;

(c) by redeeming community bonds which, if they cannot be paid in full, shall be paid on a pro rata basis among all outstanding amounts; and

(d) by distributing any remaining assets, unless otherwise determined by the membership of the Co-op, 50% to local organizations affiliated with the cooperative movement and 50% to local Saskatchewan chapters of Social Responsibility Organizations, ideally related to alcohol or alcoholism.