Student Community Residence Inc. 13
By-Laws For a Not For Profit Corporation
1. The name of the corporation is Student Community Residence Inc. 13, also referred to as The Peterborough Student Co-op (hereinafter described as the Corporation).
2. The Directors shall manage the affairs of The Peterborough Student Co-op.
3. There shall be a minimum of three (3) Directors of the Corporation and a maximum of nine (9) Directors. At least one (1) Director shall be a student enrolled at Trent University.
4. Any individual is eligible to be elected to the Board of Directors given they:
(a) meet the legal requirements to hold a Board title; and
(b) do not hold a paid position within the Corporation
5. The Directors shall be elected by the membership at the Annual General Meeting.
(a) A Director’s terms of office shall expire at the following Annual General Meeting
(b) Elections shall be by show of hand except on contention or request by another member present, in which case election shall be by written ballot.
(c) An interim executive will be established immediately following the Annual General Meeting, with a meeting scheduled of the newly appointed Board of Directors no longer than 14 days following the Annual General Meeting.
6. The Directors including Executive positions shall be composed of the following:
(a) Chair of the Board - The Chair of the Board of Directors shall be a rotating position, chosen from within the existing Board of Directors, changing at every Meeting of the Board of Directors.
(b) President - The President shall be charged with the general and overall management and supervision of the affairs and operations of the Corporation. The President will be one of two (2) signing authorities.
(c) Treasurer - The Treasurer shall work in collaboration with the staff person to maintain the regular finances of the Corporation. Including Monthly financial reviews disbursements, and any other duties as required by the Corporation. The Treasurer will be one of two (2) signing authorities.
(d) Secretary - The Secretary will be responsible for recording all facts and minutes from the Meetings of the Board of Directors. The Secretary will assist in the maintenance of all organizational records and other duties as determined by the Board of Directors.
(e) Members at Large - Other Directors, not of the Executive, will make up the Board of Directors with individual portfolios as determined by the Board of Directors. A Member at Large may be made a signing authority.
7. A Director may be removed from Office by a majority of votes cast by the membership at a meeting called for that purpose.
8. The remaining Directors, provided there is quorum, may fill a vacancy on the Board by appointment, from among the membership. If there is no quorum of Directors, the remaining Directors shall call a general meeting of the membership for the purpose of electing Directors.
9. The Directors shall commit to hold no fewer than six (6) meetings of the Board of Directors within a calendar year. Written notice of the meeting is required within seven (7) days prior to the designated meeting.
10. A majority of Directors shall constitute quorum for a Meeting of the Board and for transacting any business, provided there is a minimum of two (2) Directors present.
11. Decisions of the Board shall be made by Resolution or by Motion. A Resolution or Motion shall pass if supported by a majority of the votes cast at the Meeting. In the event of a tie vote, the decision is deferred to the Executive for consensus.
12. Every Director who has a direct or indirect interest in any Contract or proposed Contract with The Peterborough Student Co-op shall:
(a) declare their interest at the first meeting of the Board of Directors after they became aware of the interest;
(b) request that the Minutes of the meeting record the declaration; and
(c) not vote on any resolution or motion concerning the Contract or proposed Contract and shall not participate in any further discussion concerning the Contract or proposed Contract.
13. The Directors shall not be paid any remuneration for carrying out their duties as Directors or as The Executive, other than being reimbursed for reasonable and necessary expenses incurred.
14. The Executive shall be appointed by the Directors at the first Board Meeting following the Annual General Meeting of the Members. The term expires at the following Annual General Meeting.
15. There shall be a President, Treasurer, Secretary and such other Executive as the Board of Directors may determine by by-law. One person may hold more than one Executive position, other than the President.
16. An Executive Member may be removed from Office by a majority vote cast by a Meeting of the Board called for that purpose.
17. The Directors may fill a vacancy within the Executive given there is quorum.
18. Executive Directors must provide 30 days written notice of resignation for transitional purposes.
19. It shall be the responsibility and function of the Board of Directors and Executive of the Corporation to perpetuate the objects of the Corporation and to ensure that all actions are undertaken to achieve the realization of said objects.
20. (a) All full-time enrolled undergraduate Trent University students, upon payment of their annual levy fee to Trent University, are Members of the Corporation. Other students may become members upon payment of a fee equal to the levy fee.
(b) Others may become members for a one-time fee as determined by the Board of Directors.
(c) The Board of Directors may appoint Honourary Members.
(d) Members shall be entitled to a Membership card as issued by the Corporation
21. The Annual General Meeting will be held within an 18 Month period, in the City of Peterborough, ON.
22. A notice of 21 days shall be provided in advance of the Annual General Meeting.
23. The Annual General Meeting will include the following:
(a) presentation of Executive Reports;
(b) presentation of Financial Reports;
(c) election of the Board of Directors; and
(d) any other business as may be relevant to the Meeting
24. A Special Meeting of the Membership to address any matters connected with the affairs of the Corporation and not inconsistent with the Corporations Act of Ontario, may be called by the Board of Directors, by the Executive, or by petition to the Board of Directors by no less than three (3) of the current Membership of the Corporation entitled to vote at the proposed Meeting.
25. Decisions at the Annual General Meeting and at any General Meeting shall be made by Resolution or Motion. A majority of the votes cast, unless otherwise provided for in the Memorandum of Association or the by-laws, shall be required to pass a Resolution or Motion. The Current President shall not vote, except in the case of a tie.
26. Quorum for a Meeting of the Members is three (3) Members present in person.
27. A Member may not attend or vote at a Meeting by proxy.
Termination of Membership
28. A Member shall cease to be a Member:
(a) upon written request by the Member; or
(b) by determination of the current Board of Directors
29. Termination of Membership will not result in refund of membership fees.
Signing of Documents
30. The Board may, by Resolution, appoint any person to sign documents on behalf of the Corporation. Absent a specific Resolution, the President, Treasurer, Staff Person, or any current signing authority may sign documents on behalf of the Corporation.
31. The President, Treasurer, Staff Person and other such persons as may be appointed by Resolution of the Board of Directors, are authorized to complete banking on behalf of the Corporation.
32. There will be a minimum of two (2) and maximum of three (3) singing authorities at any time.
33. The financial year of the Corporation shall end of the 31st day of August, unless otherwise changed by Resolution of the Board of Directors.
Passed by the Board of Directors on the __________ day of _______________, 20______.
Confirmed by the Membership on the __________ day of _______________, 20______.