(A Co‑operative Incorporated Under the Co‑operative Corporations Act, Ontario)
1. Name and Purpose
1.1 Name
The name of the co‑operative is Silver Meadows Co‑operative Inc. (“the Co‑operative”).
1.2 Purpose
The purpose of the Co‑operative is to develop, operate, and maintain a member‑owned senior living community that provides affordable, safe, supportive, and community‑focused housing and related services for its members.
1.3 Non‑Profit Operation
The Co‑operative shall operate on a non‑profit, cost‑recovery basis, with all surplus allocated to reserves, improvements, or member benefits as permitted by law.
2. Membership
2.1 Eligibility
Membership is open to individuals who:
- Support the purpose and values of the Co‑operative
- Are 55 years of age or older (or meet the Co‑operative’s senior‑housing criteria)
- Agree to abide by these bylaws, policies, and membership agreements
2.2 Admission of Members
Applicants become members upon:
- Submission of a completed membership application
- Approval by the Board of Directors
- Payment of the required membership share(s)
- Signing the Membership and Occupancy Agreement
2.3 Rights of Members
Members have the right to:
- Vote at members’ meetings
- Stand for election to the Board
- Participate in committees
- Access Co‑operative information as permitted by law
2.4 Responsibilities of Members
Members must:
- Follow bylaws, policies, and community standards
- Pay housing charges and fees on time
- Participate in the Co‑operative community
- Maintain their unit in good condition
2.5 Termination of Membership
Membership may be terminated for:
- Non‑payment of housing charges
- Breach of bylaws or agreements
- Conduct harmful to the Co‑operative
- Voluntary withdrawal
Members have the right to a fair hearing and appeal as required by the Act.
3. Meetings of Members
3.1 Annual General Meeting (AGM)
The Co‑operative shall hold an AGM within six months of fiscal year‑end to:
- Receive financial statements
- Elect directors
- Appoint the auditor
- Conduct other business
3.2 Special Meetings
Special meetings may be called by:
- The Board
- The President
- A written request signed by at least 10% of members
3.3 Notice of Meetings
Members must receive at least 10 days’ written notice of any meeting.
3.4 Quorum
Quorum is 20% of the membership or 25 members, whichever is lower.
3.5 Voting
- Each member has one vote
- Voting is by show of hands unless a secret ballot is requested
- Proxy voting is not permitted
4. Board of Directors
4.1 Composition
The Board shall consist of 5 to 7 directors, elected from the membership.
4.2 Eligibility
Directors must be:
- Members in good standing
- At least 18 years of age
- Not bankrupt or legally incapable
4.3 Term of Office
Directors serve three‑year terms, staggered so that approximately one‑third of the Board is elected each year.
4.4 Powers and Duties
The Board shall:
- Govern the Co‑operative on behalf of members
- Set policies and strategic direction
- Approve budgets and housing charges
- Oversee management and operations
- Ensure compliance with laws and bylaws
4.5 Officers
The Board shall elect from among its members:
- President
- Vice‑President
- Secretary
- Treasurer
4.6 Meetings of the Board
- Held at least six times per year
- Quorum is a majority of directors
- Decisions are made by majority vote
4.7 Removal of Directors
A director may be removed by:
- A majority vote of members at a meeting
- Automatic removal if they cease to be a member
5. Committees
5.1 Standing Committees
The Board may establish committees such as:
- Finance Committee
- Governance Committee
- Membership Committee
- Community & Wellness Committee
5.2 Authority
Committees make recommendations but do not have decision‑making authority unless delegated by the Board.
6. Conflict of Interest
6.1 Definition
A conflict of interest exists when a director or member has a personal, financial, or professional interest that could influence their duties.
6.2 Disclosure
Directors must disclose conflicts immediately.
6.3 Restrictions
A conflicted director must:
- Leave the meeting during discussion
- Not vote on the matter
7. Financial Management
7.1 Fiscal Year
The fiscal year ends on December 31 unless changed by resolution.
7.2 Banking
All funds shall be deposited in the name of the Co‑operative at a recognized financial institution.
7.3 Signing Authority
Cheques and financial documents require two authorized signatures, one of which must be an officer.
7.4 Auditor
Members shall appoint an auditor at each AGM unless exempt under the Act.
8. Housing Charges and Fees
8.1 Setting Charges
Housing charges (rent) shall be set annually by the Board based on:
- Operating costs
- Reserves
- Long‑term sustainability
8.2 Payment
Charges are due monthly.
8.3 Arrears
Members in arrears will follow the arrears policy, including repayment agreements and potential termination.
9. Units and Occupancy
9.1 Allocation of Units
Units are allocated based on:
- Availability
- Eligibility
- Fair and transparent selection criteria
9.2 Occupancy Agreement
All members must sign an Occupancy Agreement outlining rights and responsibilities.
9.3 Transfers
Members may request a transfer to another unit based on availability and policy.
10. Records and Privacy
The Co‑operative shall maintain accurate records including:
- Membership register
- Minutes
- Financial statements
- Policies
Members may access records as permitted by law.
11. Indemnification
The Co‑operative shall indemnify directors, officers, and committee members acting in good faith in the performance of their duties, to the fullest extent permitted by law.
12. Amendments to Bylaws
These bylaws may be amended by:
- A resolution of the Board, and
- Approval by two‑thirds of members present at a members’ meeting
13. Dissolution
Upon dissolution, after paying debts and obligations, any remaining assets shall be distributed according to the Co‑operative Corporations Act and the Articles of Incorporation.