1. DEFINITIONS

In these and all other bylaws of the cooperative, unless the context otherwise requires or specifies: (a) “Act” means the Cooperative Act, 1989, as amended or replaced from time to time, and in the case of such amendment, any reference in the bylaws of the cooperative shall be read as referring to the amended provisions, (b) ‘the Cooperative’ means the SASKATCHEWAN FILMPOOL COOPERATIVE, which adopts these bylaws, (c) “the directors”, “Board” and “Board of Directors” means the directors of the Cooperative for the time being, (d) “in writing” and “written” include words printed, painted, engraved, lithographed, photographed or represented or reproduced by any mode of representing or reproducing words in visible form, (e) “regulation” means the regulations, from time to time, passed by the Lieutenant Governor in Council pursuant to the Act, (f) the headings used in the bylaws are inserted for reference only and are not to be considered in constructing the terms thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms, (g) all terms contained in the bylaws and which are defined in the act shall have the meanings given to such terms in the Act, (h) words importing the masculine gender shall include the feminine, and words importing the singular shall include the plural and vice versa. (i) With regard to the Filmpool mandate and bylaws, “film” is defined as including all time-based media primarily for single channel exhibition, including 8mm, 16mm, 35mm, video, digital video and HD (High Definition). This definition applies to the mandate, bylaws, policies and other documents.

 

2. REGISTERED OFFICE

The registered office of the cooperative shall be located in the CITY OF REGINA, in the Province of Saskatchewan.

 

3. FISCAL YEAR

The fiscal year of the cooperative shall end on the 31st day of MARCH in each year.

4. QUALIFICATION OF MEMBERS

(a) Membership shall be open to anyone who can use the services of the cooperative and supports the goals and objectives of the cooperative. (b) To become a member of the cooperative a person must submit a written application in the form prescribed by the Board of Directors and the said application must be approved by the board and recorded in the minutes. (c) Each application for Membership must be accompanied by a minimum payment of $10.00, NON-REFUNDABLE, for the purchase of a Membership in the cooperative. (d) There shall be no joint Members. (e) There shall be no transfer of Memberships.

 

5. FEES

(a) No member shall collect any interest on fees that have been paid and all fees or dues are non-refundable. (b) The Board of Directors may establish a monthly/yearly Membership fee, maintenance fee, user fees or dues and set the time and manner of payment of such charges. (c) An operating deposit, loan, may be required from each member. The manner and time of payment of such a deposit or loan shall be established by the board of directors. The amount of the deposit shall be based on the volume of business or use of equipment by the member and shall be set by the Board of Directors. The deposit is fully refundable to the member upon withdrawal of Membership, or the discontinued use of service. No interest will be paid to the member on these deposits.

 

6. SURPLUSES

Any surplus arising from the yearly operation of the cooperative shall be transferred to a reserve account and shall not be payable to any member.
 

7. WITHDRAWAL OF MEMBERSHIP

(a) A member may withdraw from the cooperative by giving to the Secretary of the cooperative 30 days notice his intention to withdraw. (b) The board, by resolution, may accept any application to withdraw upon shorter notice. (c) The cooperative shall not pay production assistance allocations held to the credit of a member, once the Board has accepted the member’s application to withdraw.

 

8. DIRECTORS TERMINATION OF MEMBERSHIP

(a) The directors may by a two-thirds majority vote at a meeting duly called, order the retirement of a member from the cooperative. (b) The Secretary of the cooperative shall within 10 days from the date on which the order is made notify the member in writing of the order. (c) The member may appeal from the order to the next general Membership meeting of the cooperative by giving written notice of his intention to appeal to the Secretary within thirty (30) days from the date he has received notice. (d) Where the member makes the appeal a two-thirds majority shall be required to rescind the order. (e) If the retirement of a member is ordered in accordance with the provisions of this bylaw, the cooperative shall not pay production assistance allocations held to the credit of the retired member.

 

9. VOTING

(a) Members shall vote: i) by a show of hands; or ii) where three Members entitled to vote at a meeting so demand, by secret ballot; iii) election of directors shall be held by secret ballot. (b) There shall be no voting by mail. (c) Proxy votes are allowable and must be presented at any question by another member charged by the first as their proxy. All proxy votes are cancelled if the question is amended. (d) No member is entitled to more than one vote on any question. (e) The chairman of the meeting has the right to vote but is not entitled to a second vote in the event of a tie. (f) Subject to other provisions of the Act and these bylaws, a majority of Members who are present and cast votes at a meeting shall decide all questions. Where there is an equality of votes, the motion is to be declared lost.

 

10. BYLAWS

Members of the cooperative may, at any annual meeting or special meeting called for the purpose, enact, amend, repeal, replace or confirm any bylaws, where written notice of the proposed enactment, amendment, repeal, replacement or confirmation is: (a) Forwarded to each member of the cooperative with the notice of the meeting at which the enactment, amendment, repeal, replacement or confirmation is to be considered, by a majority of the votes cast at the meeting; (b) Not forwarded to each member of the cooperative with the notice described in clause (a) by a two-thirds majority of the votes cast at the meeting.

 

11. DIRECTORS

(a) Directors shall be elected at the annual meeting. (b) Directors hold office until the conclusion of the meeting at which their successors are elected. (c) That the Board of Directors for the Saskatchewan Filmpool Cooperative be composed of no less than seven and no more than eleven Members in good standing. (d) Directors shall be elected for a two-year term provided that there be a rotation of terms to allow the election of a portion of the directors each year. Individuals must be a member for ninety (90) days before becoming eligible to be elected as a director. Directors are eligible for re-election. (e) The Members of a cooperative may, by resolution approved by two-thirds of votes cast at a general meeting, remove any director from office. (f) Where there is a vacancy on the Board of Directors and i) Where there is a quorum of directors, the remaining directors may exercise all the powers of the directors or may fill the vacancy until the next meeting; ii) Where there is not a quorum of directors, the remaining directors shall call a general meeting for the purpose of electing Members to fill any vacancies. (g) Unless these bylaws provide otherwise, the Board of Directors shall: i) exercise the powers of the cooperative directly or indirectly through the employees and agents of the cooperative; and ii) direct the management of the business and affairs of the cooperative. (h) Any remuneration paid to directors must be approved by the Annual General Meeting. (i) The quorum at board meetings shall be a majority of the board. (j) All cheques will be signed by two designated officers. The cheque signing officers shall be stated yearly and recorded in the minutes.

 

12. OFFICERS

The Board of Directors shall: (a) Appoint a President from among the number. (b) Appoint a Vice-President from among the number. (c) Appoint a Secretary, or Secretary-Treasurer who may, but need not, be a director. (d) Designate the offices of the cooperative, appoint persons, as officers, specify the duties and designate powers to manage the business affairs of the cooperative for them.

 

13. DISSOLUTION

Upon the dissolution of the cooperative, the distribution of property and unallocated surplus shall be paid to another non-profit organization according to the special resolution to dissolve.