ZooShare Biogas Co-operative Inc.
incorporated under the Ontario Co-operative Corporations Act
TABLE OF CONTENTS
1. REQUIREMENTS OF CO-OPERATIVE CORPORATIONS ACT 1
1.1 Co-operative Corporations Act 1
1.2 Records 1
2. MEMBERSHIP 1
2.1 Qualifications for Membership 1
2.2 Benefits of Membership 1
2.3 Transfer of Membership 2
2.4 Withdrawal 2
2.5 Expulsion 2
2.6 Automatic Termination 2
2.7 Repayment of Loans on Termination of Membership 2
2.8 Agreement to Comply with By-Laws 2
2.9 Confidentiality 2
2.10 Joint Membership 3
3. MEETINGS OF MEMBERS 3
3.1 Annual Meetings 3
3.2 Special Meetings 3
3.3 Business Transacted 3
3.4 Record Date 3
3.5 Notice of Meetings 3
3.6 Where Notice Not Required 4
3.7 One Member – One Vote 4
3.8 Corporate Proxy 4
3.9 Quorum 4
3.10 Voting 4
3.11 Presiding Officer 4
3.12 Adjournment 4
4. BOARD OF DIRECTORS 5
4.1 Powers 5
4.2 Qualifications 5
4.3 Election and Size 5
4.4 Tenure 5
4.5 Nominations 5
4.6 Election 5
4.7 Vacation of Office 5
4.8 Vacancy 6
4.9 Meetings of Directors 6
4.10 Place of Meeting 6
4.11 Notice of Meetings 6
4.12 Waiver of Notice 6
4.13 First Meeting After Annual General Meeting 6
4.14 Telephone Meetings 6
4.15 Adjourned Meeting 7
4.16 Regular Meetings 7
4.17 Quorum 7
4.18 Voting 7
4.19 Remuneration 7
4.20 Executive Committee 7
4.21 Indemnity 7
4.22 Insurance 8
4.23 Conflict of Interest 8
4.24 Deemed Material Interest 8
5. OFFICERS 8
5.1 Election and Appointment 8
5.2 Remuneration and Removal 8
5.3 Delegation 9
5.4 Duties of President 9
5.5 Duties of Vice-President 9
5.6 Duties of Secretary 9
5.7 Duties of Treasurer 9
5.8 General Manager/Executive Director 9
5.9 Vacancy 10
6. CAPITAL 10
6.1 Retained Earnings 10
6.2 Member Loans other than Compulsory Loans 10
6.3 Distribution of Surplus 10
7. FINANCIAL 10
7.1 Cheques 10
7.2 Banking Arrangements 10
7.3 Custody of Securities 11
7.4 Dishonesty 11
7.5 Financial Year 11
7.6 Dissolution 11
7.7 Borrowing 11
8. AUDITORS 12
8.1 Appointment and Remuneration 12
8.2 Access to Books and Information 12
8.3 Report 12
9. EXECUTION OF DOCUMENTS 12
9.1 Execution of Documents 12
9.2 Seal 12
10. NOTICES 12
10.1 Signatures 12
10.2 Method of Giving 13
10.3 Deemed Receipt 13
10.4 Undelivered Notices 13
10.5 Omissions and Errors 13
10.6 Certificate of Secretary 13
10.7 Waiver of Notice 13
11. GENERAL 14
11.1 Head Office 14
11.2 Seal 14
11.3 Amendments 14
11.4 Interpretation 14
The following is enacted as By-law 1 of ZooShare Biogas Co-operative Inc. (the Co operative):
1. REQUIREMENTS OF CO-OPERATIVE CORPORATIONS ACT
1.1 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). Certain provisions of that Act relate to various matters not dealt with in the by-laws of the Co operative and should be consulted where appropriate. If any conflict arises between the mandatory provisions of the Act and the by-laws of the Co operative, such provisions of the Act shall govern.
Pursuant to the Act, copies of the following documents shall be kept at the head office of the Co-operative:
(a) a copy of the Articles of Incorporation;
(b) all by-laws;
(c) a register of members and security holders in which is set out the information required by the Act (Section 114, paragraph 3 of the Act);
(d) a register of directors in which is set out the names and resident addresses while directors, including the street and number, if any, of all persons who are or who have been directors of the Co-operative with the several dates on which they have become or ceased to be directors;
(e) all accounting books and documents (Section 114, paragraph 5 of the Act);
(f) the minutes of all meetings of members, directors and any executive or other committee; and
(g) a register of transfers of securities.
These records shall be available for examination by any director and, with the exception of accounting records and minutes of proceedings at meetings of directors and any committee, by members and creditors or their agents or personal representatives during normal business hours for purposes consistent with the good faith exercise of membership rights and responsibilities in the Co operative.
2.1 Qualifications for Membership
The board of directors (the “Board”) may admit as a new member of the Co operative a person who has applied for and been accepted as a member of the Co operative by the Board, who is a resident of Ontario, who has loaned to the Co operative the minimum amount fixed by the Board from time to time, and has paid applicable membership dues as determined by the Board
2.2 Benefits of Membership
Members shall enjoy the following rights of membership:
(a) the right to vote at annual and special meetings of members;
(b) all rights of members otherwise set out in the Act, the articles and the by-laws of the Co-operative.
2.3 Transfer of Membership
Membership shall not be transferable.
A member of the Co-operative may withdraw from membership by giving to the Secretary 2 weeks notice of her/his intention to withdraw.
A member of the Co-operative may be expelled from the membership by the directors in accordance with Section 66 of the Act.
2.6 Automatic Termination
If a member ceases to be qualified for membership pursuant to paragraph 2.1, that person automatically ceases to be a member.
2.7 Repayment of Loans on Termination of Membership
The Co-operative shall repay to a person whose membership has terminated, all demand loans in the manner, and at the times required by the Act. For greater certainty, this does not require the Co-operative to repay any outstanding principal or accrued interest from bonds held by such person prior to the maturity date of such bonds.
2.8 Agreement to Comply with By-Laws
Upon becoming a member of the Co operative, a person is deemed to have entered into an agreement with the Co-operative to comply with and be bound by the by-laws of the Co-operative, as amended from time to time.
Upon being admitted to membership in the Co operative, members are deemed to have entered into a confidentiality agreement with the Co-operative and shall not disclose to third parties any information pertaining to the Co operative which, directly or indirectly, could be prejudicial to the interests of the Co operative, could place the Co-operative at a competitive disadvantage with respect to existing or potential competitors, or could cause material damage to the reputation or image of the Co operative or the Co-operative’s products, (except for information which is generally known, other than as a result of a disclosure in breach of this paragraph, is rightfully in the possession of a member prior to the date when the information was disclosed to the member by the Co-operative, or becomes available to the member on a non-confidential basis from a source which is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation).
2.10 Joint Membership
Where persons hold a joint membership in the Co operative, each person is entitled to attend all meetings of members, but notice of such meeting to any such person is deemed sufficient notice to all persons. Any one of such persons present at a meeting of members has the right in the absence of the others to vote, but, if more than one person is present, they shall be together entitled to only once vote. Each person, but not more than one such person at the same time, may be elected or approved as an officer or director of the Co operative, provided that each one meets the qualifications of such office. The expulsion or withdrawal of any one of such remaining persons may reapply for membership in the Co operative, and if accepted for membership, such person’s membership shall be deemed to have been continuously in effect from the time that he or she first was admitted to membership in the Co-operative as a joint member.
3. MEETINGS OF MEMBERS
3.1 Annual Meetings
The annual meeting of the members shall be held within six (6) months of the financial year-end, and within fifteen (15) months of any previous annual meetings. The Board shall fix the date, time, and location of the annual meeting. The annual meeting shall be held for the purpose of electing the directors, receiving the financial statements and any auditor’s report thereon, and the transaction of any other business that may properly be brought before an annual meeting of the members.
3.2 Special Meetings
Other meetings of the members may be called by order of the President, Vice-President or the directors, or by written requisition of 5% of the members in accordance with the Act, at any time and at any place within the province of Ontario, and the Secretary shall send the requisite notice of such meeting to members of the Co operative at any place within the province of Ontario fixed by the person or persons calling the meeting.
3.3 Business Transacted
At meetings of the members, only the business stated in the notice calling such a meeting may be transacted.
3.4 Record Date
The Board may fix in advance a record date preceding the date of any meeting of members for the determination of the members shall receive notice of the meeting. That date shall not be more than three (3) business days prior to the date on which the notice of the meeting is given, and not more than fifty (50) days before the date of the meeting.
3.5 Notice of Meetings
A minimum of two (2) written notices of each annual or special membership meeting stating the time, place and purpose shall be posted in the place of business and shall be given by the Executive Director or his/her designate at least fourteen (14) days but no more than ninety (90) days before the meeting, to each member and to the auditor (if any) of the Co operative.
3.6 Where Notice Not Required
No notice of any annual or other meetings of the members shall be necessary:
(a) where all the members entitled to vote at such a meeting, are present in person, and in the case of an annual meeting, consent to the transaction of the business, or in the case of any other meeting, consent to the transaction of the business for which such meeting is being held; or
(b) where all members entitled to vote at such meeting who are not present in writing, waive notice of the meeting, or in the case of a meeting other than the annual meeting, notice of the meeting and the purpose for which it is being held.
3.7 One Member – One Vote
Each member at a meeting is entitled to one and only one vote on any matter requiring a vote of the members.
3.8 Corporate Proxy
A corporate member may appoint one of its directors or officers to attend and vote on its behalf at meetings of members. No other member of a Co-operative may vote by proxy.
A quorum for any meeting of the members shall be ten (10) members, or 51% of the members, whichever is the lesser. No business shall be transacted at any meeting unless the requisite quorum is present.
Except as required by these by-laws or the Act, questions arising at any meeting of members shall be decided by a majority of votes. Any questions shall be decided by a show of hands unless, prior to any vote by show of hands, a member requests a ballot. A ballot shall be taken in such manner as the Chair of the meeting shall direct. The Chair, as a member, may exercise his/her vote on a question, and shall not have a second vote in the event of a tie.
3.11 Presiding Officer
The President or other designee, as determined by the Board, shall preside at membership meetings. However, if at a meeting the Board’s designee is not present within fifteen (15) minutes after the time appointed for the holding of the meeting, the members present shall choose a person from their number to be the chair, provided a quorum is present.
If a meeting of members is adjourned for less than thirty (30) days, it shall not be necessary to give notice of the adjourned meeting other than by an announcement at the meeting that is adjourned. If a meeting of members is adjourned by one or more adjournments for a total of thirty (30) days or more, notice of the adjourned meetings shall be given as for the original meeting.
4. BOARD OF DIRECTORS
The Board of Directors shall manage or supervise the management of the affairs and business of the Co operative.
Each director shall be at least 18 years of age, and a member of the Co operative (or, if the member is a corporation, he or she is a director, officer, shareholder or member of that corporate member), and shall not be an undischarged bankrupt or a mentally incompetent person. A majority of the directors shall be resident Canadians.
One director shall have the additional qualification of being selected by the CEO of the Toronto Zoo.
4.3 Election and Size
The Board shall consist of a minimum of three (3) and a maximum of five (5) directors who shall be elected for a term of two (2) years, subject to requirements that at least one-third of the directors are elected each year. Upon receipt of a Feed-in-Tariff contract from the Ontario Power Authority for the development of a biogas digester, the Board shall consist of a maximum of seven (7) directors. Directors shall be eligible for re-election upon completion of their term, subject to a maximum of five (5) consecutive terms.
Except as otherwise provide by law, by the articles, or by these by laws, directors shall hold office until their successors are elected.
At a meeting where directors are to be elected, the meeting, before nominations are called for, shall choose its chair for the purpose of conducting the elections. Nominations shall be on an individual basis and the chair shall not accept a blanket motion to elect directors until after nominations have been closed.
Every member entitled to vote at an election of directors, if she/he votes, shall cast a number of votes equal to the number of directors to be elected, and the member shall distribute the votes among the candidates in such a manner as she/he sees fit, but no candidate shall receive more than one vote from each member.
4.7 Vacation of Office
The office of a director shall be vacated:
(a) if she/he ceases to have the necessary qualifications for office;
(b) if she/he is absent without leave of the directors for three consecutive regular meetings of the directors;
(c) if by notice in writing to the Co-operative she/he resigns her/his office, or
(d) if by resolution passed by a majority of the votes cast at a meeting of the members called for that purpose, she/he is removed from office;
(e) if he/she dies.
Whenever any vacancy occurs on the board of directors, provided a quorum of directors remains in office, the directors may appoint a director to fill such vacancy, to serve for a term ending on the date of the next annual general meeting.
4.9 Meetings of 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 quarterly.
4.10 Place of Meeting
Meetings of the directors may be held either at the head office of the Co operative or elsewhere within or outside Ontario as the directors from time to time may determine, but in any financial year of the Co operative a majority of the meetings shall be held at a place within Canada.
4.11 Notice of Meetings
A meeting of the directors may be convened by the President or any three directors at any time. Notice of such meeting shall be delivered, or mailed or faxed or telephoned to each director not less than seven (7) business days before the meeting is to take place.
4.12 Waiver of Notice
Meetings of the directors may be held without formal notice if all the directors are present or those absent have before or after the meeting waived notice or have signified their consent in writing to the meeting being held in their absence. Attendance of a director at a meeting of directors constitutes a waiver of notice of such meeting except where the director attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Notice of any meeting or any irregularity in any meeting or notice thereof may be waived by a director.
4.13 First Meeting After Annual General Meeting
In the case of the first meeting of the directors to be held immediately following an annual meeting, or in the case of a director elected to fill a vacancy of the board, it shall not be necessary to give notice of such a meeting to the newly elected director or directors in order to legally constitute the meeting, provided that a quorum of directors is present
4.14 Telephone Meetings
If all directors of the Co-operative consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the board of directors or of a committee of the board of directors by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other, simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board. If a majority of the directors participating in a meeting so held are then in Canada, the meeting shall be deemed to have been held in Canada.
4.15 Adjourned Meeting
Notice of an adjourned meeting of the directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.
4.16 Regular Meetings
The directors may, by resolution, appoint a day or days in any month or months for regular meetings of the board at a place and hour named. A copy of any such resolution shall be sent to each director after it has passed, and no other notice shall be required for any such regular meeting.
A majority of the directors shall constitute a quorum.
Questions arising at any meeting of the Board shall be decided by a majority of votes. 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. The Chair, if a director, may exercise his/her vote on a question, and shall not have a second vote in the event of a tie.
Directors shall not receive remuneration for acting as such. The directors shall be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board or any committee thereof or incurred by them as directors in connection with the business of the Co operative. This shall not preclude any director from serving in the Co operative in any other capacity and receiving compensation for such service.
4.20 Executive Committee
Where the number of directors is more than five (5), the directors may elect from among their number an executive committee consisting of not fewer than three (3) of whom a majority shall be resident Canadians, and may delegate to the executive committee any powers of the Board, subject to restrictions, if any, imposed from time to time by the directors. A majority of the executive committee shall constitute a quorum.
The co-operative will indemnify all directors and officers, and their heirs and legal personal representatives, to the maximum extent permitted by section 110 of the Act.
The Co operative may purchase and maintain insurance for the benefit of its directors and officers.
4.23 Conflict of Interest
A director of the Co operative who is a party to, or has a material interest in any person who is a party to, a material contract or transaction or proposed material contract or transaction with the Co operative, unless the subject of the contract or transaction is of a type available to all members of the Co-operative, shall:
(a) disclose to the Co operative the nature and extent of his interest at the time and in the manner provided by the Act;
(b) shall abstain from discussion of and shall not vote on any resolution to approve such a material contract or transaction except as provided by the Act; and
(c) shall not attend or otherwise participate in any portion of a meeting of the Board at which the Board is considering engaging such director in any capacity for remuneration, other than in his or her capacity as a director of the Co operative.
4.24 Deemed Material Interest
For the purposes of paragraph 4.21, and without limiting its generality, a director shall be deemed to have a material interest in a party if, where the party is a corporation, the director is a director or officer of that corporation or beneficially owns, directly or indirectly, securities holding more than 10% of the voting rights of that corporation, or, where the party is a natural person, if the director is the spouse, parent, son or daughter of such party.
5.1 Election and Appointment
The directors shall annually or as often as may be required, elect a President (to be referred to as the Chair), and elect or appoint a Vice President, a Secretary and a Treasurer. None of the said officers, except the President, need be a member of the Board. Any two of these offices may be held by the same person, except those of the President and Vice President. The directors may from time to time elect or appoint such other officers and agents as they shall deem necessary who shall have such authority and shall perform such duties as the directors from time to time shall prescribe.
5.2 Remuneration and Removal
The remuneration of all officers elected or appointed by the directors shall be determined from time to time by resolution of the directors. The fact that any officer or employee is a director or member of the Co operative shall not disqualify her/him from receiving remuneration as may be determined. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the directors at any time, with or without cause.
In the case of the absence or inability to act of the President, Vice President or any other officer of the Co operative or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being, provided that a majority of directors concur therein.
5.4 Duties of President
The President or his/her designate shall, if present, preside at all meetings of members and directors. She/he shall sign all instruments which require her/his signature and shall perform all duties incident to her/his office and shall have such other powers and duties as may from time to time be assigned to her/him, by the directors.
5.5 Duties of Vice-President
In the absence or disability or refusal to act of the President, the Vice President shall be vested with all the powers and she/he shall perform all the duties of the President.
5.6 Duties of Secretary
The Secretary, or his or her designate, shall issue or cause to be issued notices for all meetings of the members and directors when directed to do so, and shall keep or cause to be kept all records required by paragraph 2.2 of these by laws. She/he signs with the President or other signing officer or officers of the Co operative such instruments as require her/his signature and shall perform such other duties as the terms of her/his engagement call for or the directors may from time to time require of her/him.
5.7 Duties of Treasurer
The Treasurer shall have the care and custody of all the funds and securities of the Co operative and shall deposit the same in the name of the Co operative in the financial institutions designated pursuant to paragraph 7.2. She/he shall keep or cause to be kept proper accounting records in accordance with the Act. She/he shall at all reasonable times exhibit, or cause to be exhibited, books and accounts to any director upon application at the office of the Co operative during business hours. She/he shall sign such instruments as require her/his signature and shall perform all other duties incident to her/his office or that are properly required of her/him by the directors. She/he shall be required to give such bond as directors may require. No director shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Co operative to receive any indemnity thereby provided. The Treasurer may delegate any or all of his/her duties to other officers, or to staff of the Co operative.
5.8 General Manager/Executive Director
The directors may from time to time appoint a general manager/executive director who shall not be one of the directors of the Co operative and may delegate to her/him full authority to manage and direct the affairs of the Co operative (except such matters and duties as by law must be transacted or performed by the directors or by the members in general meeting), and to employ, discharge, and fix wages or salaries of employees of the Co operative. The general manager shall at all reasonable times give to the directors or any of them all information they require regarding the affairs of the Co operative.
An officer’s position shall become vacant by reason of death, resignation, disqualification or removal, the directors by resolution may elect or appoint an officer to fill such vacancy.
6.1 Retained Earnings
The Co operative may, by resolution of the directors:
(a) set aside such sum or sums as the directors deem advisable as retained earnings for such purpose or purposes as the directors deem conducive to the interest of the co-operative or its members, and may invest the several sums so set aside in such investments as the directors think fit from time to time,
(b) deal with and vary such investments, and
(c) subject to the Act, dispose of all or any part thereof for the benefit of the Co operative.
6.2 Member Loans other than Compulsory Loans
The Co operative may borrow money from its members not being compulsory loans as a condition of membership in such amounts and upon such terms and rates as the directors may by resolution determine.
6.3 Distribution of Surplus
The members of the Co operative shall not be entitled to receive any surplus of the Co operative, but shall be entitled to be paid interest in accordance with the terms of their loans to the Co operative.
All cheques, drafts or other orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons whether or not officers of the Co operative and in such manner as the directors may from time to time designate.
7.2 Banking Arrangements
The banking business of the Co operative shall be transacted in such banks, trust companies, credit unions or caisse populaires as may from time to time be designated by resolution of the Board. Such banking business or any part thereof shall be transacted under such agreements, instructions, and delegations of power as the directors may from time to time prescribe or authorize by resolution.
7.3 Custody of Securities
All shares and securities owned by the Co operative shall be placed for safe keeping (in the name of the Co operative) with a credit union, chartered bank or trust company, or with such other corporation as may be determined from time to time by the directors.
For the Co operative’s protection, either
(a) the Co operative shall maintain fidelity insurance in such amounts as reasonably protects it against dishonesty of its employees, or
(b) every officer or employee of the Co operative who has charge of or handles money or securities belonging to the Co operative shall be bonded with a surety company selected by directors for such amounts as may from time to time be prescribed by the directors, but in no case for an amount less than $1,000.
The directors may prescribe that any other employee or employees of the Co operative (whether handling money or securities of the Co operative or not) shall be bonded in such an amount as the directors determine.
7.5 Financial Year
The financial year of the Co operative shall terminate on the last day of December in each year.
In the event of dissolution of the Co operative, after payment of all its debts and liabilities the remaining property of the Co operative shall be paid as set out in the Articles.
The directors of the Co operative may from time to time:
a. borrow money upon the credit of the Co operative;
b. issue, sell or pledge debt obligations of the Co operative; and
c. charge, mortgage hypothecate, or pledge all or any currently owned or subsequently acquired real or personal movable or immovable property of the Co operative, including book debts, rights, powers, franchises and undertaking, to secure any debt obligations or any money borrowed or other debt or liability of the co-operative.
Any or all of the foregoing powers may from time to time be delegated by the directors to any one or more of the officers of the Co operative.
This paragraph 7.7 shall remain in force and be binding upon the Co operative as regards any person acting on the faith thereof until such person has received written notification from the Co operative that this paragraph 7.7 has been repealed or replaced.
8.1 Appointment and Remuneration
When it is required by the Act, the members at each annual meeting shall appoint an auditor, who is familiar with co operative accounting and practice. The auditor when appointed shall hold office until the next annual meeting, and if an appointment is not made, the auditor in office shall continue until a successor is appointed. The remuneration of the auditor shall be fixed by the directors.
8.2 Access to Books and Information
The auditor shall at all reasonable times have access to the books, accounts and vouchers of the Co operative and may require from the directors and officers such information and explanations as may be necessary for the performance of her/his duties.
The auditor, if required by the Act or the Treasurer, shall make a report to the members on the financial statements to be laid before the Co operative at each annual meeting during her/his term of office and shall state in her/his report whether in her/his opinion the financial statement referred to therein presents fairly the financial position of the Co operative and the results of its operation for the period under review.
9. EXECUTION OF DOCUMENTS
9.1 Execution of Documents
Aside from cheques (see paragraph 7.1) documents requiring the signature of the Co operative may be signed by any 2 of the directors, officers, and/or staff members who have been given signing authority by the directors. All documents so signed shall be binding upon the Co operative without any further authorization or formality. The directors shall have power from time to time by resolution to appoint any officer or officers, person or persons to sign documents generally or to sign specific contracts, documents, and instruments in writing on behalf of the Co operative.
The seal of the Co operative, if any, shall be in the custody of the Secretary and may when required, be affixed by her/him or by any officer or officers, person or persons appointed by resolution of the directors to contracts, documents and instruments in writing signed as aforesaid.
The signatures on any notice to be given by the Co operative may be written, stamped, typewritten, printed, or affixed electronically.
10.2 Method of Giving
Any notice to be given (which term includes sent, delivered, or served) pursuant to the Act, the regulations under the Act, the articles, the by-laws, or otherwise to a member, shareholder, director, officer, auditor, secretary or general manager or member of a committee of the board of the Co operative shall be sufficiently given if delivered personally to the person to whom it is to be given, mailed to him at his latest address in the records of the Co operative by prepaid mail, or sent to that person at his/her latest recorded fax or electronic address in the records of the Co operative by fax or e-mail.
10.3 Deemed Receipt
A notice delivered personally shall be deemed to have been given when it is delivered to the recorded address as stated above. A mailed notice shall be deemed to have been given on the fifth day after it is deposited in a post office or public letter box, unless there is a reasonable apprehension of a labour dispute which would interrupt mail delivery. A notice sent by means of facsimile transmission or e-mail shall, if sent during normal business without indication of failure, be deemed to have been given at the time of transmission or, if outside of such business hours, on the next following business day.
10.4 Undelivered Notices
If any notice given to a member pursuant to Paragraph 10.2 above is returned on three consecutive occasions because he cannot be found, the Co operative is not required to send any further notices to such member until the member informs the Co operative in writing of his/her new address.
10.5 Omissions and Errors
The accidental omission to give any notice to any member, director, officer, auditor or member of a committee of the board, or the non-receipt of any notice by any such person, or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice.
10.6 Certificate of Secretary
A certificate of the Secretary or other duly authorized officer of the Co operative in office at the time of the mailing of the certificate, as to facts in relation to the giving of notice to any member, director or officer shall be conclusive and binding on every member, director or officer of the Co operative as the case may be.
10.7 Waiver of Notice
Where a notice is required to be given by the Act, the regulations under the Act, the articles, the by-laws, or otherwise, the giving of the notice may be waived or the time for the notice may be waived or abridged with the consent in writing of such person, whether before or after the time prescribed.
11.1 Head Office
The head office of Co operative shall be located in the City of Toronto in the Province of Ontario, and at such place there as the directors may from time to time determine.
The corporate seal, if any, of the Co operative shall have inscribed on it the words ZooShare Biogas Co-operative Inc.
Neither this by law nor any by law to amend these by laws is effective until it is 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 called for that purpose.
In all by laws of the Co operative, the singular shall include the plural and the plural the singular; the masculine shall include the feminine; the word “person” shall include firms and corporations. Whenever reference is made in this by law 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.
PASSED by the Board of Directors and sealed with the corporate seal of the Co operative this _____ day of ______, 201__.
CONFIRMED by a two-thirds majority of the members this _____ day of ______, 201__.