LOCAL FOOD MATTERS SOCIETY BY-LAWS
October 2023
1. INTERPRETATION
In these bylaws, unless the context otherwise requires, words importing the singular include the plural; masculine includes the feminine, and vice-versa; and words importing persons include corporations.
1.1 “Act” means the Societies Act, as amended from time to time, and includes any successor legislation thereto;
1.2 “Area” means Golden and Columbia-Schuswap Regional District Area A
1.3 “Member” means any individual who supports Local Food Matters constitutional objectives and mission statement, or is an active vendor at the Golden Farmers’ Market, and has applied and been accepted for membership according to Society’s by-laws;
1.4 “Farmers’ Market” means a market located in the Area comprised exclusively (100%) of Vendors who grow, make, bake, raise or wild harvest the products they sell, all of which must be grown or processed in British Columbia or Alberta and which prioritize primary producers/farmers and food, all in accordance with applicable policies in effect from time to time;
1.5 “Association” means the BC Association of Farmers’ Markets, or the legal successor to that society;
1.6 “Vendor” means a Person or Organization that grows, makes, bakes, raises or wild harvests the products it sells at a Farmers’ Market operated by the Society;
1.7 “Board” means the Directors acting as authorized by the Act, the Constitution and these Bylaws in managing or supervising the management of the affairs of the Society and exercising the powers of the Society;
1.8 “Board Resolution” means a resolution passed by a simple majority of the votes cast in respect of the resolution by the Directors entitled to vote on such matter:
(a) in person at a duly constituted meeting of the Board,
(b) by Electronic Means in accordance with these Bylaws, or
(c) by combined total of the votes cast in person and by Electronic Means
and a Board Resolution approved by any of these methods is effective as though passed at a meeting of the Board;
1.9 “Special Resolution” means a resolution, of which the notice required by the Act and these Bylaws has been provided, passed by at least two-thirds (2/3) of the votes cast in respect of the resolution by those Members entitled to vote:
(a) in person at a duly constituted General Meeting,
(b) by Electronic Means in accordance with these Bylaws, or
(c) by combined total of the votes cast in person at a General Meeting and the votes cast by Electronic Means;
and a Special Resolution approved by any one or more of these methods is effective as though passed at a General Meeting;
2. MEMBERSHIP
2.1 Membership in the Society shall be comprised of 2 classes
Regular Members - lifetime term
Vendor Members - annual term
2.2 Regular Members - Any person who supports the constitution and mission statement of the Society may become a member of the Society upon application in writing to, and acceptance by, the Board of Directors, and upon payment of the membership fee set at an Annual General Meeting. Regular Membership shall have a lifetime term.
2.3 Vendor Members - Any Vendor who, upon application to the Golden Farmers’ Market, has paid their membership fee. Vendor Membership shall have a 1-year term that begins with the summer market season on June 1st and ends with the spring market season May 31st.
2.4 Each Member has one vote and is entitled to all the rights and obligations of membership
2.5 All Members are in good standing except:
(a) A Member who has given written notice of resignation to the Board of Directors;
(b) A member who has been expelled in accordance with these bylaws.
2.6 Membership fees are due and owing and shall be paid upon application for membership.
2.7 Membership fees may be revised annually at the Annual General Meeting.
2.8 Members have a duty to uphold the constitution and to act in accordance with the purposes of the Society. The Board of Directors may, by resolution, expel a Member whose conduct is found by the Board to be detrimental to the Society.
2.9 The Board must provide a Member who is the subject of an expulsion resolution with fourteen (14) days’ notice of the meeting at which the resolution will be proposed and such member has a right to attend such meeting and address the Board of Directors prior to the vote.
2.10 The Board has the right and full discretion to refuse a membership in the Society.
2.11 A Member shall cease to be a Member of the Society by:
(a) Submitting their resignation in writing to the address of the Society;
(b) On their death;
(c) On being removed as a Member by the Board for cause, including the cause that the society has lost contact with the Member.
3. RELATIONSHIP WITH BC ASSOCIATION OF FARMERS’ MARKETS
3.1 Membership in Association
As of the date that these Bylaws came into force, the Society is a member of the BC Association of Farmers’ Markets. The provisions of this part apply to the Society during any period it is a member of the Association.
3.2 Society Duties
The Society will, at all times:
(a) comply with the constitution and bylaws of the Association;
(b) abide by, and not contravene, all policies and procedures established by the Association; and
(c) support, and not hinder, the purposes, aims and programs of the Association;
(d) comply with all reasonable requests from the Association with regard to its operations and governance.
3.3 Designated Representative
The Society must, in accordance with the Association’s bylaws or policies adopted from time to time, appoint a Person to be the Society’s representative with the Association. The Society must provide the name and contact information to the Association in writing.
The designated representative will be the primary contact for the Society with the Association and is the only Person who may exercise the Society’s rights of membership in the Association for and on behalf of the Society.
The Society may revoke or alter its designated representative from time to time by notice in writing provided to the Association.
3.4 Withdrawal from Membership
The Society may withdraw from membership in the Association by providing a signed, certified copy of a Board Resolution to the Association, and will cease to have any benefits from the Association from the date of withdrawal.
4. MEETINGS
4.1 The Annual General Meeting (AGM) of the Society shall be held no later than November 30th of each year.
4.2 Special general meetings may be called at any time by a majority of the Board, or at the written requisition of ten percent or more of the Members.
4.3 Notice in writing of the AGM and special general meeting specifying the place, the day, and the time of such meeting, and in the case of a special meeting, the nature of the business to be transacted, shall be given to every Member in good standing not fewer than fourteen (14) days prior to the date of the meeting. This notice shall be provided through email.
4.4 Notice of an AGM shall contain the agenda for the meeting and the text of all special resolutions submitted for inclusion in the agenda.
4.5 A quorum at any general meeting shall be no fewer than five (5) Members who are entitled to vote.
4.6 The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at any duly called meeting of the Society.
4.7 A financial statement of the Society shall be presented at the AGM for the financial year ending the previous September 30th.
4.8 Professional advisors to the Society, including accountants, auditors, lawyers and consultants, and invited guests shall be permitted to attend meetings of the Society, but shall not be entitled to vote. The Members by ordinary resolution at any meeting of the Society shall be permitted to exclude any person who is not a Member of the Society in good standing from attending.
5. RULES OF ORDER
5.1 Robert's Rules of Order shall apply to all meetings of the Society.
6. OFFICERS AND DIRECTORS
6.1 The Board will be composed of a minimum of three (3) and a maximum of nine (9) Directors, each of whom will be elected or appointed in accordance with these Bylaws.
6.2 Directors of the Board shall become members of the society upon appointment to the Board.
6.3 The Board will have the authority and responsibility to manage, or supervise the management of, the property and the affairs of the Society.
6.4 Directors shall join the Board through an application process determined by the Board and commit to a minimum of a one (1) year term on the Board.
6.5 Changes to the Board shall be determined with as much notice as possible and will be announced and made effective at the AGM.
6.6 Directors and officers shall not receive remuneration for acting as such, but may receive reimbursement for their reasonable out-of-pocket expenses incurred on behalf of the Society as the Board shall approve.
6.7 The Society may, subject to the Act, pay remuneration to a director for services provided by the director to the Society in another capacity and/or contract.
6.8 The President shall preside at all meetings of the Society and shall oversee the other directors in the execution of their duties.
6.9 In the absence of the President, the Vice-President shall preside at meetings, and shall perform such other duties as may be assigned by the Board.
6.10 The Secretary shall be responsible for making the necessary arrangements for:
(a) the issuance of notices of meetings of the Society;
(b) the keeping of minutes of all meetings of the Society;
(c) the custody of all records and documents of the Society except those required to be kept by the Treasurer;
(d) the maintenance of the register of Members;
(e) the conduct of the correspondence of the Society;
(f) the record of the attendance of Directors at meetings of the Board and the notification of Directors who have been absent for three consecutive meetings of the Board.
6.11 The Treasurer shall be responsible for making the necessary arrangements for:
(a) the keeping of the financial records, reports and returns including books of account, as are necessary to comply with the Act and the Income Tax Act, Canada;
(b) the rendering of financial statements to the Directors, Members and others when required.
7. INDEMNIFICATION
7.1 Subject to the provisions of the Act, each Director of the Society shall be indemnified by the Society against expenses reasonably incurred by him or her in connection with any action, suit or proceeding to which he or she may be made a party by reason of his or her being or having been a Director of the Society, except in relation to matters as to which he or she shall be finally adjudged in such action, suit or proceeding to have been derelict in the performance of his or her duty as a Director. “Derelict” shall mean grossly negligent, criminally negligent or intentionally engaged in tortious conduct with the intent to defraud, deceive, misrepresent or take advantage improperly of an opportunity available to the Society.
7.2 Subject to the provisions of the Act, the Society is authorized from time to time to give indemnities to any Director or other person who has undertaken or is about to undertake any liability on behalf of the Society, and to secure such Director or other person against loss by mortgage and charge on the whole or any part of the real and personal property of the Society by way of security, and any action from time to time taken by the Society under this paragraph shall not require approval or confirmation by the Members.
7.3 Expenses incurred with respect to any claim, action, suit or proceeding may be advanced by the Society prior to the final disposition thereof in the discretion of the Society and upon receipt of an undertaking satisfactory in form and amount to the Society by or on behalf of the recipient to repay such amount unless it is ultimately determined that he or she is entitled to indemnification hereunder.
7.4 The Society shall apply to the Court for any approval of the Court that may be required to make the indemnities herein effective and enforceable. Each Director of the Society, on being appointed, shall be deemed to have contracted with the Society upon the terms of the foregoing indemnities. Such indemnities shall continue in effect with regard to actions arising out of the term each Director held office notwithstanding that he or she no longer continues to hold such office.
7.5 The failure of a Director or officer of the Society to comply with the provisions of the Act or of the constitution or these bylaws shall not invalidate any indemnity to which he or she is entitled under this part.
7.6 The Society may purchase and maintain insurance for the benefit of any or all Directors or officers against personal liability incurred by any such person as a Director or officer.
8. COMMITTEES AND DELEGATIONS
8.1 The Board will appoint a standing Farmers’ Market Advisory Committee whose purpose shall be to provide guidance, strategic direction and oversight of Market Management.
8.2 Such other committees as may be necessary shall be created by the Board. The Board shall establish the mandate for each such committee. The Board shall appoint such Members of the Society in good standing as it seems fit to serve on these committees.
8.3 In the event the Board decides to create a committee, working group or delegation, it must establish terms of reference for such body. A committee, in the exercise of the powers delegated to it, will conform to any rules that may from time to time be imposed by the Board in the terms of reference or otherwise, and will report every act or thing done in exercise of those powers at the next meeting of the Board held after it has been done, or at such other time or times as the Board may determine.
8.4 From time to time, the Board may require the chair of each committee to attend meetings of the Board to report plans of work and to obtain any required approvals.
9. FINANCIAL
9.1 The fiscal year end of the Society shall be October 30th.
9.2 The Board has the discretion and is empowered to incur expenditures on behalf of the Society.
9.3 The Board is empowered to hire and terminate employees and to enter into contracts on behalf of the Society.
10. BORROWING AND OWNERSHIP OF PROPERTY
10.1 In order to carry out the purpose of the society the Directors may, on behalf of and in the name of the society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting that power, by the issue of debentures.
10.2 A debenture must not be issued without the authorization of a special resolution.
10.3 The Members may, by special resolution, restrict the borrowing powers of the Directors, but a restriction imposed expires at the next AGM..
10.4 The Society may own real or personal property.
10.5 Any disposal of real property must be authorized by special resolution of Members entitled to vote at a duly called general meeting.
11. OPERATIONS
11.1 The operations of the Society shall be carried on without purpose of gain for its members and any profits or other accretions to the Society shall be used in promoting the purposes of the Society.
11.2 In the event of the winding up or dissolution of the Society, any funds and assets of the Society remaining after the satisfaction of its debts and liabilities, shall be given or transferred to such organizations concerned with food security or organizations promoting the same objectives of this Society, as may be determined by the members of the Society at the time of winding up or dissolution. In the event that the foregoing provisions cannot be effected, then such funds shall be given or transferred to some other organizations, provided that such organizations referred to in this article shall be a non-profit society registered in the province of British Columbia, charitable organization, a charitable corporation, or a charitable trust recognized by the Department of National Revenue of Canada as being qualified as such under the provisions of the Income Tax Act of Canada from time to time in effect.
12. AMENDMENT TO BYLAWS
12.1 These bylaws shall not be altered except pursuant to a special resolution passed by the Members of the Society entitled to vote at a general meeting of which notice specifying the intention to propose the special resolution has been duly given to all Members of the Society entitled to vote, at least fourteen (14) days prior to such meeting.