Co-op By-laws

DEFINITIONS Unlike investor-owned companies Patient Critical Co-op’s Bylaws are only amended by a vote of the members (who own the Co-op). Our members use these Bylaws to guide our management and Board of Directors. The final decision with the Co-op’s Bylaw amendments always rests solely with the members.

Adopted June 20th, 2017

DEFINITIONS
GENERAL
DIRECTORS
COMMITTEES AND OFFICERS
DUTY OF CARE AND INDEMNITY OF DIRECTORS AND OFFICERS
MEMBERSHIPS AND TRANSFERS
GENERAL RESERVE AND ALLOCATION OF SURPLUS
MEETINGS OF MEMBERS
NOTICES IN WRITING
Section One
DEFINITIONS

1.01 The following definitions apply in these by-laws:

“Act” means the Canada Cooperatives Act (S.C. 1998, c. 1).

“articles” are the articles of the Cooperative and has the same meaning as in the Act;

“board” means the board of directors of the Cooperative;

“by-laws” means the by-laws of the Cooperative and all amendments in force and effect;

“Cooperative”, and “Co-op” both mean the Patient Critical Co-op;

“entity” means a body corporate, a trust, a partnership, a fund or an unincorporated organization;

“meeting of members” means an annual meeting of members or a special meeting of members;

“member” means a person with a membership interest in the Cooperative who has complied with by-law 6.01 and the articles;

“ordinary resolution” has the same meaning as in the Act, but for clarity means a majority vote of persons present at a meeting who are entitled to vote;

“person” means an individual or an entity, and includes a legal representative;

“recorded address” means, in the case of a member, the address (postal or electronic) of the member as recorded in the members’ register; and in the case of a director, officer, auditor or member of a committee of the board, the latest address (postal or electronic) of such persons as recorded in the records of the Cooperative;

“surplus” means, for any financial year of the Cooperative, the amount that remains after deducting from revenue all operating expenses (see section 1 of the Act for the technical definition).

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Section Two
GENERAL

Financial Year
2.01 The Cooperative’s financial year end is September 30th.

Signing Authority & Policies of the Board
2.02 The board may by ordinary resolution designate another person(s) as having signing authority or the right to vote on behalf of the Cooperative. The board must record any resolution under this section in the board’s minutes. The board may adopt policies related to purchasing, borrowing, confidentiality, and execution of instruments that must be complied with at all times.

Information Available to Members
2.03 Members are entitled to view or copy information or documents respecting the Cooperative’s business unless, in the opinion of the board, such information should be kept confidential.

The board may decide whether it will disclose or make available to inspection an account, record or document of the Cooperative. The board may decide the extent of the disclosure and the time, place, conditions or rules of disclosure.

Amendments to By-laws
2.04 The by-laws may be amended by the directors. The amendment must then be ratified by ordinary resolution at the next meeting of members.

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Section Three
DIRECTORS

Number of Directors
3.01 After the first annual meeting of members, the board may, by ordinary resolution, establish the number of directors within the minimum and maximum stated in the articles. The resolution must be recorded in the board’s minutes. Once the number of directors is set, the number must not be reduced to meet quorum. Any change in the number of directors resolved by the Directors must be approved by a member vote at the next annual general meeting.

Quorum
3.02 The quorum for the transaction of business at any meeting of the board is a majority of the number of directors.

Director Qualifications
3.03 To be elected and serve as a Director, that person must:

(a) Be at least 18 years of age;
(b) Be of sound mind;
(c) Be an individual citizen of Canada;
(d) Have never declared bankruptcy;
(e) Declare in writing they will not serve as director, officer, employee or contractor to any health sector-related business, charity, foundation, think-tank, non-governmental organization, lobbyist group, company, corporation or cooperative during the term as director to Patient Critical Co-op.
(f) Declare in writing they will not enter into contract for or otherwise accept any continuing financial sponsorship or remuneration from any health sector business, charity, foundation, think-tank, non-governmental organization, lobbyist group, company, corporation or cooperative or other firm either directly or through intermediaries.

Directors Must be Members
3.04 A director must be a member of the Co-op.

Election and Term
3.05 Directors are elected by members
(a) Directors are elected by secret ballot at the first annual general meeting. Individual directors may be elected at each subsequent annual meeting of members. The candidates for director who receive the highest number of votes cast are declared elected until all vacancies are filled.

First and subsequent meeting of members
(b) The members must elect three directors at the first meeting of members. The three (3) candidates who receive the most votes are elected. At the end of any Director’s term or upon a Director stepping down, a new Director (or Directors) shall be elected to replace those whose term of office has expired. Directors may hold office for 2 years before stepping down or seeking re-election. There is no requirement for all directors to seek election or reelection at the same annual general meeting.

Nominating Candidates for Director
3.06 Candidates for director may nominate themselves or be nominated at the time of any majority meeting of members, by any member present. For clarity, members may declare their own candidacy.

Tie Votes
3.07 In the case of a tie among candidates on the first ballot, those candidates’ names must be submitted to a second ballot organized by the chairperson of the meeting. The same rule applies to subsequent ballots that must be held in the event of a tie.

Ceasing to Hold Office
3.08 A director ceases to hold office when the director:

(a) dies or resigns;
(b) ceases to be a member by withdrawal or termination of membership;
(c) is removed from office by the members at a special meeting under by-law 3.09;
(d) per by-law 3.03, is disqualified from being a director; or
(e) is absent from three (3) consecutive regular meetings of the board, unless in the opinion of the other directors one or more of the absences were justified.

Removal of Directors by Members
3.09 Subject to the Act, the members may, by ordinary resolution at a special meeting, remove any director from office. The vacancy created by such removal may be filled by ordinary resolution of the members present at the same special meeting or, if not so filled, may be filled by the directors in accordance with the Act.

Vacancies
3.10

Vacancy where board can meet quorum
(a) If the board can meet quorum and a vacancy on the board arises, the directors may either fill the vacancy by ordinary resolution or continue to run the board without filling the vacancy. This subsection does not apply if the vacancy resulted from either the board’s decision to increase the number of directors under by-law 3.01 or from a failure of the members to elect the required number of directors.

Vacancy where the board cannot meet quorum
(b) If the board cannot meet quorum, or if the vacancy resulted from a failure of the members to elect the required number of directors, the board must call a special meeting of members to fill the vacancy. If the board fails to call the special meeting or if there are no directors, any member may call the special meeting.

Limited term of the replacement director
(c) A person who fills a vacancy may only serve the balance of the term of the director whose departure created the vacancy.

Exercise of Authority
3.11 Resolutions
(a) The board or a committee of the board may exercise the powers of the Cooperative, including the borrowing of money, and the provision of security for such borrowing, by passing ordinary resolutions (majority vote) at their meetings. In the event of a tie, the ordinary resolution fails.

Vacancies
(b) In the case of a vacancy, the remaining directors of the board or committee of the board may exercise the powers of the Cooperative so long as there is a quorum at their meetings.

Resolutions in Writing
3.12 An ordinary or special resolution of the board must be in writing and the decision must be recorded in the minutes of the Cooperative.

Meetings by Telephone or Other Electronic Means
3.13 Directors may participate in committee or board meetings by telephone, electronic or other means. All participants, however, must be able to communicate adequately with each other. Directors participating in such meetings are deemed to be present at the meetings.

Time and Place of Meetings
3.14 Board meetings must be held in Ontario at a time and place of the board’s choosing.

Notice of Board Meeting
3.15 Notice of the time, place and purpose of each board meeting must be given to each director not less than three (3) days before the meeting. A director may waive the three-day notice period providing he is able to contact all directors and arrange their attendance in less than three (3) days.

Regular Meetings
3.16 The board may set a day, time and place for regular meetings of the board. A notice to that effect must be given to each director. Subject to the Act, no other notice is required.

Chairperson
3.17 The chairperson of any meeting of the board is the president. Another director may be appointed chairperson by the directors at the meeting.

Conflict of Interest & Remuneration
3.18 A director or officer who has a conflict of interest (a conflict of interest arises when the interests of a board member have the potential to be at odds with the best interests of the organization) must declare their conflict of interest in accordance with that section. The following rules apply:

(a) All officers, directors or committee members must carry out their duties honestly, in good faith and in the best interests of the Cooperative rather than in their own best interest.
(b) Directors, officers and members may be paid for travel or other expenses while doing business for the Cooperative. The board must authorize these expenses. Directors and officers cannot receive compensation for lost income while doing business for the Cooperative.
(c) A conflict of interest is when someone benefits personally in any way from a decision of the Cooperative or has an interest in a contract that the Cooperative may enter into.
(d) When a director has or may have a conflict of interest:
• The director should declare the conflict of interest at the board meeting considering the matter.
• If a director does not declare a conflict of interest, but another director is aware of one, the other director can bring it up at a meeting.
• The board then decides whether there is a conflict of interest.
• If there is a conflict of interest, the director cannot vote on the matter and must not be present while the matter is discussed.

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Section Four
COMMITTEES AND OFFICERS

Committees of Directors
4.01 The board may appoint committees of directors (minimum of three (3) directors per committee) whose members hold office at the will of the board. Directors may hold multiple Officer roles. The board must determine the functions and duties of each committee. However, the committee may set out its own procedure in accordance with the Act.

Officers
4.02 The officers of the Cooperative include the president, secretary, treasurer and any other officers as determined by the board. The board may specify the duties, powers, term, and remuneration of the officers to manage the business and affairs of the Cooperative.

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Section Five
DUTY OF CARE AND INDEMNITY OF DIRECTORS AND OFFICERS

Duty of Care of Directors and Officers
5.01 Directors and officers of the Cooperative must:

(a) act honestly and in good faith with a view to the best interests of the Cooperative;
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and
(c) not disclose confidential information about the affairs of the Cooperative, its members or employees.

Indemnity
5.02 The co-op will indemnify all directors and officers, and their heirs and legal personal representatives, to the maximum extent permitted by the Act. The co-op must indemnify directors and officers, former directors and officers, and persons who undertake or have undertaken any liability on behalf of the Cooperative, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by them in any proceeding to which they are made a party by reason of being or having been directors or officers of the Cooperative, if:

(a) they acted honestly and in good faith with a view to the best interests of the Cooperative; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing that their conduct was lawful.

Dissent
5.03 Directors are deemed to have consented to any resolution passed or action taken at a meeting of the board or a committee of the board unless they record their dissent within the time and in the manner provided by subsection 213(1) of the Act.

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Section Six
MEMBERSHIPS AND TRANSFERS

Membership Qualifications
6.01 No person can become a member of the Cooperative unless that person:

(a) is an individual citizen of Canada, of at least 18 years of age;
(b) has submitted an application for membership that has been approved by the board or a person authorized by the board to approve membership applications; and
(c) has paid a non-refundable membership fee in the amount of $20.

Membership
6.02 The Cooperative is not required to issue formal certificates for memberships. The Cooperative must, if requested by a member, provide an electronic receipt for the payment of a membership fee. Membership shares may be issue for money paid in the amount of twenty dollars ($20.00) per share. Members may not purchase any shares beyond the initial share required to become a member of this co-op. No share interest, dividend, surplus or any other remuneration will be returned to members but will instead be held in surplus to support the present and future operation of The Cooperative.

Transfer of Membership
6.03 Membership is nontransferable. No member may transfer his or her Membership or any right arising therefrom.

Withdrawal of Membership
6.04 A member may withdraw their membership in the Cooperative by giving the Cooperative written or electronic notice of their intention to withdraw. The membership fee is non-refundable.

Automatic Withdrawal – Death or Dissolution
6.05 An individual’s membership in the Cooperative is deemed to be withdrawn on their date of death.

Termination of Membership for Cause
6.06 The board may by special resolution at a meeting of the board terminate the membership of a member for cause.

Meaning of “for Cause”
6.07 For the purpose of by-law 6.06, “for cause” means the conduct of the member that is detrimental to the welfare of the Cooperative;

Notice of the Board Meeting to Terminate
6.08 The member must be given at least seven (7) days’ written notice of the board meeting under by-law 6.07 and the notice must include a statement of the grounds for termination. Notice must be given in a manner that enables the Cooperative to prove delivery. The member is entitled to appear at the board meeting and must be given an opportunity to be heard, including through an agent or counsel.

Notice of Termination Following Decision of the Board
6.09 The Cooperative must give written notice to the person whose membership is terminated within seven (7) days of the board resolution. Notice must be given in a manner that enables the Cooperative to prove delivery.

Right of Appeal
6.10 Within fourteen (14) days of receiving the notice of termination under by-law 6.10, the person whose membership was terminated may file a written notice of appeal with the Cooperative. The appeal must be heard at the next meeting of members in accordance with section 244 of the Act.

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Section Seven
GENERAL RESERVE AND ALLOCATION OF SURPLUS

General Reserve
7.01 The Cooperative must establish a general reserve to retain surplus, if any.

Allocation of Surplus – Community Service
7.02 The Cooperative operates entirely for purposes of not-for-profit health and social services to its members, and therefore the Cooperative will not pay out any patronage returns or dividends on shares to members or patrons. Surplus of the Co-op will be retained for future business of the Co-op.

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Section Eight

MEETINGS OF MEMBERS

Annual Meetings
8.01 The directors of the Cooperative must hold an annual meeting of members in each financial year of the Cooperative. The annual meeting is held for the purpose of considering the directors’ annual report, the financial statements, the appointment of auditors and inspectors of election, the election of directors, and other business as permitted by the Act. Annual meetings and votes may be held electronically at the discretion of the directors.

Special Meetings
8.02 A special meeting may be called by the board at any time, or by 5% of the members who sign and send a written or electronic requisition to the board.

Place of Meetings
8.03 Meetings of members are held in Canada at a place determined by the Board.

Electronic Meeting
8.04 Where the Cooperative has adequate facilities and at the discretion of the Board, members may participate in meetings of members by telephone or electronic means. All participants, however, must be able to communicate adequately with each other. Members participating in such meetings are deemed to be present, including for the purposes of quorum.

Notice of Members Meetings
8.05 Notice in writing of the time, place (or Fully Qualified Domain Name where site will be accessible, in cases of electronic meetings) and purpose of each meeting of members must be provided to the members between not less than 21 calendar days before the event is scheduled to occur. In the case of electronic meetings, login credentials and any applicable software required must be communicated not less than 21 days before any such meeting.

Chairperson (and Secretary)
8.06 The chairperson of the meeting of members is the president or, in the president’s absence, the treasurer. By ordinary resolution, another person may be appointed chairperson. Where the secretary is not present, the chairperson may appoint another person to be secretary for the meeting.

Persons Entitled to be Present
8.07 Only members, inspectors of election and the Cooperative’s auditors are entitled to be present at a meeting of members. The chairperson may invite other attendees.

Quorum
8.08 Quorum at a meeting of members is the lesser of either the majority of members or the number of directors plus five (5).

Voting at the Meeting
8.09 A person that is on the members’ register at the time notice of a meeting is sent is entitled to vote. Voting is governed by these rules:

(a) votes are counted on a one-member, one-vote basis;
(b) votes, other than on special resolutions, are passed by a majority of members present who are entitled to vote;
(c) an ordinary resolution or motion fails in case of a tie vote;
(d) votes are decided by show of hands, other than votes taken by secret ballot, and the results are reported in minutes of the meeting.

Voting by Electronic Ballot
8.10 Where the Cooperative has adequate facilities and at the discretion of the Board, voting (excluding the election of directors) may take place in advance of the members meeting by electronic ballot or other mechanism adequately demonstrating and logging the member’s voting preference. A person that is on the members’ register at the time notice of a meeting is sent is entitled to vote by whichever electronic mechanism is chosen by the directors. All components of the electronic ballot are governed by The Cooperative by-laws’ rules regarding election inspection and audit.

Voting is governed by these rules:

(a) votes are counted on a one-member, one-vote basis;
(b) votes, other than on special resolutions, are passed by a majority of members who are entitled to vote and have actually voted within the time period set by the board;
(c) an ordinary resolution fails in case of a tie vote; and
(d) votes are counted on the day of the members’ meeting and the results are reported at that meeting.

Inspectors of Election
8.11 In advance of the yearly general meeting the board shall appoint one or more inspectors of election to act at the meeting, in any online electronic-voting process, and during any adjournment. If any appointed persons fail to appear or refuse to perform their duties, the President may, and, on the request of any member, shall, appoint inspectors at the meeting.

8.11.1 Duties of Inspectors of Election
The inspector(s) shall determine the number of memberships outstanding, the number represented at the meeting, and the existence of a quorum. They shall receive votes, ballots and consents, hear and determine all challenges and questions regarding the right to vote, count and tabulate all votes and consents, determine when the polls will close, and determine the result. They may do those acts which are proper to conduct the election or vote with fairness to all members. The inspectors shall perform these duties impartially, in good faith, to the best of their ability, and as expeditiously as is practical.

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Section Nine
NOTICES IN WRITING

Method of Giving Notices in Writing
9.01 Where written notices are required to be given to members, officers, directors or committee members, those notices must be sent to the person’s recorded email address. Additional notices can be sent or published using any type of electronic media as determined by the board. Notice can be waived by the recipient in accordance with the Act.

Undelivered Notices
9.02 If a notice to a member is returned undelivered on three (3) consecutive occasions, the Cooperative does not need to give further notice until the member provides a new recorded address.

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