A by-law relating generally to the conduct of the affairs of Just Food Ottawa / Alimentation Juste Ottawa (the “Corporation”)
BE IT ENACTED as a by-law of the Corporation as follows:
Article 1 Head Office
The Head Office of the Corporation shall be in the City of Ottawa, in the Province of Ontario.
Article 2 Nature of the Organization
The Corporation is a non-partisan, public interest, non-profit organization.
Article 3 Statement of Purpose
Just Food’s purpose is to promote and support an accessible, vibrant, just and sustainable food system, beneficial to the community in the Ottawa region. It seeks to:
- Promote sustainable agriculture through: coordinating and establishing community gardens, offering workshops and educational materials in food production and processing, and providing support for the localization of the food system in partnership with existing and new food producers, processors, etc., as well as community groups;
- Advance education of all in relation to food and sustainable agriculture through the organization’s education and resource centre where people can build knowledge and skills related to food and farming;
- Relieve poverty by enhancing access for persons marginalized by poverty to healthful food, education about food and farm matters, and the organization’s other programs;
- Safeguard the environment by promoting sustainable agriculture; by enhancing access to locally grown, harvested, raised, and processed food; and by educating the public about the importance of both local and sustainably-produced food in protecting the environment;
- Promote health in the community by increasing access to healthful food and increasing the capacity of social, community and health organizations in the city to include healthful food in their programs, include more food programming and increase food knowledge of the community members they work with;
- Promote sustainable agriculture through the provision of a farm apprenticeship program to new and potential farmers; and
- Advance education through the provision of training to new and potential farmers, and through other food and agriculture-related programs.
Article 4 Definition
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
“Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
“articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation; “board” means the board of directors of the Corporation and “director” means a member of the board;
“by-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect; “meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members; “ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;
“proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act; “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
“special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
Article 5 Interpretation
In these by-laws, the singular number includes the plural, and vice-versa; and masculine and/or feminine language includes all genders.
Article 6 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) authorized signatories. Authorized signatories include the Executive Director and the following Officers: Chair, Vice Chair, Co-chair, Treasurer or Secretary. The Board may, at its discretion, designate signing authority to other members of the Board. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
Article 7 Financial Year-End
The Board of Directors shall determine the financial year of the Corporation, which shall, unless amended by the Board of Directors, run from January 1st to December 31st of each year.
Article 8 Borrowing Powers
8.1 The directors of the Corporation may, without authorization of the members,
- borrow money on the credit of the corporation;
- issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
- give a guarantee on behalf and
- mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
8.2 The Board of Directors shall take such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.
Article 9 Annual financial statements
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
Article 10 Membership Conditions
10.1 Member: Membership is open to any individual who accepts the rights and responsibilities
of membership. The Board of Directors may, from time to time, accept an individual as a
member as a designated representative of an organization.
10.2 Rights and Responsibilities of Membership:
10.2.1 Rights of Members
The Members shall have full rights of membership, including the right to receive notice of
meetings, to vote and to hold office.
10.2.2 Responsibilities of Members
- Members agree to the vision/mission of the Corporation, and support its values.
- Members work in diverse ways towards achieving our shared goals
- Members agree to both the spirit and letter of the bylaws
- Members will work with staff and the Board collaboratively to address concerns about the Corporation.
- Members will support and promote the Corporation
10.3 Staff as Members: Staff members of Just Food are automatically enrolled as members of the
organization for the term of their employmen
10.3.1 Staff members shall have all rights and responsibilities of membership except the right to run for and hold office as Director.
10.4 Honorary Membership: The Board of Directors may nominate as honorary member an individual who offers extensive expertise relevant to our vision, mission, mandate and values
10.4.1 Honorary Members may be granted the right to vote by the Board of Directors.
10.5 Membership Fees: Membership fees shall be on a sliding scale and the Directors may approve or amend from time to time a scale of membership fees for any or all categories of membership.
10.6 A Member in Good Standing means an individual that accepts the rights and responsibilities of membership (9.2) and has paid their membership fees where applicable.
10.7 Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
Article 11 Transferability of membership
A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
Article 12 Notice of Meeting
12.1 Notice of the time and place of a meeting of members shall be sent by e-mail to the Members at the Member’s last e-mail address on the Corporation’s records or by regular mail to the Member at the last physical address if that member does not have e-mail provided by the Member during a period of 21 to 35 days before the day on which the meeting is to be held.
12.2 Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
Article 13 Members calling Members meeting
13.1 The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
13.2 Such a meeting of members shall only have authority to vote on agenda items included with the Notice of Meeting. Notice of special business must contain sufficient information to allow the delegates to make a reasoned decision. The Notice Meeting including information regarding special business shall be issued at least fifteen (15) days prior to the meeting date.
Article 14 Termination of membership
14.1 A member of any class may resign their membership by delivering to the Secretary of the Corporation a written resignation, which shall be effective upon receipt of same by the Secretary or on the date specified in the resignation, whichever is later.
14.2 The Board may at any time revoke, suspend, or curtail membership rights of any Member who acts or speaks against the best interests of the Corporation. The Member may request a Special General Meeting of members and be granted the right to be heard at such a meeting, after which at least two-thirds (2/3) of votes cast is required to confirm the resolution to remove the Member.
14.3 Membership shall terminate automatically upon
(i) the death of the Member;
(ii) the expiry of the Member’s period of membership;
(iii) the resignation of the Member as per 14.1; or
(iv) the removal of the Member by a vote of the Board of Directors as per 14.2.
(v) the Corporation is liquidated and dissolved under the Act.
Article 15 Effect of Termination of membership
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
Article 16 Resolutions at members meetings
Resolutions from Members to be considered at any meeting of the Members
16.1.1 must be received by the Board at least 21 to 35 days days prior to any meeting of Members
16.1.2 must be circulated to the Members at least fifteen (15) days prior to said meeting
16.1.3 must be endorsed by not less than 10% of Members in good standing or 20 members, whichever is less
16.1.4 may include nominations for the election of Directors
16.2 In exceptional circumstances where notice as outlined in 16.1 is not a viable option, the Board may submit a resolution to the Members at a meeting of Members.
16.3 Resolutions from the floor at a general meeting of Members shall be considered if there is consensus according to Article 21, or failing consensus, that 50% plus one of the Members in attendance vote for consideration of such resolution or resolutions.
Article 17 Cost of Publishing Proposals for Annual Members’ Meetings
The member who submitted the proposal shall pay the cost, if any, of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
Article 18 Place of Members’ Meeting
Subject to compliance with section 159 (Place of Members’ Meetings) of the Act, meetings of the members may be held at any place within the Ottawa region determined by the board.
Article 19 Quorum at Members’ Meetings
19.1 A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 10 percent of the members entitled to vote at the meeting or 25 members, whichever is less.
19.2 If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
19.3 Members entitled to vote at any Members’ meeting are members who have been in good
standing for no less than 30 days prior to the date of such meeting.
19.4 For the initial Annual General Meeting of members following incorporation, members who are
in good standing as of the date of the meeting are entitled to vote.
Article 20 Votes to Govern at Members’ Meetings
Decisions on any ordinary resolution at a general meeting of the Corporation are taken by consensus. If consensus cannot be reached after all reasonable efforts are taken according to the protocol outlined in 20.1, the Chair may call for a vote, and if requested by a Member, call for a written secret ballot. A simple majority vote shall be required to pass a motion or resolution except as specifically noted in these bylaws.
20.1 Consensus rules are based on the assumption that if the majority of the group is not strongly in favour of a proposal, it won’t actually happen, even if it is voted in.
20.2 The Chair is therefore responsible for taking a ‘straw poll’ of the meeting, as opposed to a formal vote, with three options:
- Do you support it? (i.e. will you work to see it happen?)
- Do you accept it? (i.e. is it OK with you if the rest of the group works on it?)
- Do you reject it?
20.3 Consensus will be declared only if
- a substantial majority supports it
- a substantial minority supports it and the majority accepts it
20.4 If anyone ‘rejects’ the proposal and most Members ‘support’ it, discussion must continue to ascertain how strong the opposition is; whether some changes in the proposal would make it acceptable to the whole group, and whether the minority is prepared to block consensus.
20.5 If the majority of the meeting either rejects or merely accepts the proposal, the Chair may ask for volunteers from among that group to form a sub-group to frame a revised proposal and bring it back to the meeting to seek greater support.
20.6 Where one person is consistently blocking consensus over a series of motions, the Chair may call for that person to leave the decision-making process, since they are clearly opposed to the agreed direction of the group. (This is referred to as “consensus minus one”.)
Article 21 Participation at members meetings by electronic means
Participation at meetings of members may not be by telephonic, electronic or other communication facility.
Article 22 Members’ Meeting Held Entirely by Electronic Means
Meetings of members may not be held entirely by telephonic, an electronic or other communication facility.
Article 23 Number of Directors
The property and business of the Corporation shall be managed by a Board of Directors, comprised of a minimum of three Directors and a maximum of fourteen (14) Directors. 23.1 Directors serve as individuals, not as representatives of their organizations. 23.2 Directors cannot be less than 18 years of age, must be individuals, and must have the capacity under law to contract.
Article 24 Nomination of Directors
24.1 At least fifteen (15) days before the Annual General Meeting, the name of any member in good standing who has agreed to run for the Board of Directors may be submitted to the Nominating Committee by any two other members in good standing.
24.2 The Nominating Committee shall recommend a slate of names for election to the Board of Directors.
24.3 The election of Directors shall take place at each Annual General Meeting, and those Directors whose term has expired shall retire at the Annual General Meeting.
24.4 A member in good standing may be nominated from the floor of the Annual General Meeting provided the nomination is supported by no less than 10% of members as per Article 16.1.3.
Article 25 Term of office
25.1 The applicants for incorporation shall become the first Directors of the Corporation whose term of office on the Board of Directors shall continue until their successors are elected
25.2 At the first general meeting of members, the Board of Directors then elected shall replace the provisional Directors named in the Letters Patent of the corporation.
25.3 For the first year, a majority portion of Directors are elected for a three-year term and the remaining portion of Directors for a two-year term. For subsequent years, Directors are elected for terms of three years.
25.4 A Director may hold office for a maximum of two (2) consecutive terms of office
25.5 The maximum term for any Director shall be six (6) consecutive years.
25.6 A Director may be returned to the Board after an absence of one year.
25.7 A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which her retirement is accepted and her successor is elected.
Article 26 Meetings of Board of Directors
Notwithstanding Articles 21 and 22, meetings of the Board of Directors may, if agreed by consensus of the Board, be held by telephone or electronic means, and decisions taken at such a meeting have the same validity as those taken at a meeting at which Board members are present in person.
Article 27 Calling of Meetings of Board of Directors
Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time; provided that for the first organization meeting following incorporation, such meeting may be called by any director or incorporator.
Article 28 Notice of Meeting of Board of Directors
28.1 The Board of Directors meets at least four (4) times a year at a place and time to be determined by the Board of Directors
28.2 The Board of Directors may establish a schedule for Board meetings and no advance notice is required for such scheduled meetings; however, the agenda and relevant reports and documents must be received no less than 5 working days before such a meeting.
28.3 For all other Board of Directors meetings, written notice shall be given to each Director by mail or electronic mail not less than 14 days before the time when the meeting is to be held, except that no notice of a meeting shall be necessary if all the Directors are present or if those absent have waived notice or otherwise signified their consent to the holding of such meeting.
28.4 A notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
Article 29 Votes to Govern at Meetings of the Board of Directors
At all meetings of the Board, every question shall be decided by consensus as per Article 20, meaning that the majority of Directors approves the question and no Director blocks it. In case of a block, the chair may call for a simple vote, in which case a simple majority of votes in favour is required. In case of an equality of votes, the proposal shall be deemed to be lost.
Article 30 Vacancies on the Board of Directors
30.1 A position as Director shall be automatically vacated if a Director:
(a) resigns by notice in writing to the Secretary of the Corporation;
(b) fails to renew membership after due notice;
(c) fails to attend three consecutive meetings of the Board without leave or explanation;
(d) is found by a court to be of unsound mind;
(e) becomes bankrupt or suspends payment or makes a compromise with such Director’s creditors;
(f) dies; or
(g) is removed at a special general meeting of Members by at least two-thirds (2/3) of the votes cast at the Special General Meeting as per Section 14.2.
30.2 A retiring Director’s resignation shall be effective upon receipt of same by the Secretary of the Corporation or on the date specified in the resignation, whichever is later.
Article 31 Appointment of Officers
31.1 The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.
31.2 The Officers of the Corporation shall be elected by the Board of Directors at the earliest opportunity following each Annual General Meeting, and all the Officers then in office shall retire prior to such an election. If an election of Officers is not held at the proper time, the Officers shall continue in office until the election takes place.
Article 32 Description of Offices
Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
32.1 Chair
The Chair shall be a Director. The Chair shall, if present, preside at meetings of the Members and of the Board of Directors and shall be charged with the general supervision of the business and affairs of the Corporation, with the exception of powers or duties which have been delegated by the Board of Directors to the Executive Director.
32.2 Vice-chair
The Vice-chair shall be a Director, and shall be vested with all the powers and shall perform all the duties of the Chair in the absence or inability of the Chair to carry out the Chair’s duties. The Vice- chair shall also perform such duties and exercise such duties and exercise such powers as the Board may prescribe.
32.2.1 The Chair and Vice-chair may serve as Co-Chairs.
32.3 Secretary
The Secretary shall enter or cause to be entered in books kept for that purpose minutes of all proceedings at all meetings of the Board of Directors and Members, including meetings held in person or by electronc means; the Secretary shall give, or cause to be given, when instructed, notices required to be given to Members and Directors. The secretary shall ensure that accurate records of Members of the Corporation are kept. The Secretary shall ensure that all books, papers, records, documents and other instruments belonging to the Corporation are safely maintained on the premises of the Corporation and that an electronic backup of said records is maintained off-site; and the Secretary shall perform such other duties as may from time to time be prescribed by the Board of Directors.
32.4 Treasurer
The Treasurer shall be responsible for the development of the Corporation budget and monitoring the financial affairs of the Corporation in collaboration with the Executive Director.
32.5 The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board of Directors requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
Article 33 Vacancy in Office
33.1 In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
- the officer’s successor being appointed,
- the officer’s resignation,
- such officer ceasing to be a director (if a necessary qualification of appointment) or
- such officer’s death.
33.2 If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
Article 34 Executive Committee
34.1 The Executive Committee shall be comprised of the Officers of the Corporation. Removal of members of the Executive Committee shall be automatic upon removal from a position as Officer. The Board of Directors may from time to time, at their discretion, appoint other Directors to the Executive Committee.
34.2 Remuneration for members of the Executive Committee shall be limited to out-of-pocket expenses incurred in the performance of their duties as members of the Executive Committee.
Article 35 Constitution of Committees
35.1 The Board may, from time to time constitute such committees as it deems necessary and it shall prescribe their duties by approving the mandate and terms of reference of each committee. All committees so constituted shall be accountable to the Board. The committees may make recommendations on matters of policy, but such recommendations must be approved by the Board before they are deemed to be accepted
35.2 Committee Membership: Committee chairpersons and members are appointed by the Board of Directors. The Board of Directors may appoint any member of the Corporation to serve on a committee at their discretion, and may appoint a non-member as an advisor to a committee without voting rights. The Chair or Co-Chair may act as an ex-officio member of all Board Committees.
Article 36 Invalidity of any Provisions of this By-law
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
Article 37 Omissions and Errors
The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
Article 38 By-laws and Effective Date
38.1 Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by- laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by- law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.
38.2 This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.
Article 39 Indemnities To Directors And Others
Every Director and Officer of Just Food and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against;
a. all costs, charges and expenses which such Director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against her, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by her, in or about the execution of the duties of his office or in respect of any such liability;
b. all other costs, charges and expenses which she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by her own wilful neglect or default.
