Grow Regina Community Gardens Inc.

Approved April 29 2019 – updated Nov 2021 and Feb 2022

Article 1 – Preamble

The Association
The name of the Association is Grow Regina Community Gardens Inc. which may also be known or referred to as Grow Regina.

The Bylaws
The following articles set forth are the bylaws of Grow Regina:

Article 2 – Definitions

2.1 In these and all other bylaws of Grow Regina, unless the context otherwise requires or specifies:

2.2. “Act “ means the Non-Profit Corporations Act, 1995 as amended or replaced from time to time, and in the case of such amendment, any references in the bylaws of Grow Regina shall be read as referring to the amended provisions ;

2.3. This section defines any short version of the entity title i.e. Grow Regina means the Grow Regina Community Gardens Inc;

2.4. “the directors”, “board” and “board of directors” means the Directors of Grow Regina;

2.5. 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;

2.6. All terms contained in the bylaws and which are defined in the Act shall have the meanings given to such terms in the Act;

2.7. Words importing the masculine gender shall include the feminine, and words importing the singular shall include the plural and vice versa;

2.8. “Member” means a regular (or associate) member;

2.9. “Executive” means the Chair, Vice-Chair, Secretary and Treasurer of the Board;

2.10. “Majority” means 50 per cent plus one.

Article 3 – Mission, Vision of Grow Regina

3.1 The Vision of Grow Regina is to promote the social, economic, cultural, physical and mental well-being of Regina residents through community gardening.

3.2 The Mission of Grow Regina is to make gardening plots available to Regina residents for the purpose of growing vegetables and fruit for their consumption. Teaching people how to garden will be a significant goal of the association.

3.3 The Mission and Vision statements shall be reviewed annually by the Grow Regina Board of Directors and presented to each Annual General Meeting.

Article 4 – Membership

4.1 One annual membership in Grow Regina is included with each annual garden plot or orchard rental fee. Up to two (2) additional memberships may be purchased per plot at a fee to be determined by the Board of Directors.

4.1.1 Associate Membership: Members of the public who do not garden with Grow Regina may purchase an Associate Membership in Grow Regina. Associate Members shall have voice but no vote at Grow Regina meetings.

4.2 The amounts levied by Grow Regina through membership fees shall be used exclusively for the furtherance of Grow Regina’s Mission and Vision.

4.3 Membership fees payable to Grow Regina shall be reviewed annually by the Board, posted prior to the Annual General Meeting and presented at the Annual Meeting.

4.4 Membership fees for the plot allotted are not refundable.

4.5 There shall be no transfer of membership.

4.6 Members shall agree to comply with such garden rules and codes of conduct as are adopted by Grow Regina Inc. at its Annual General Meeting. Failure to comply with rules and codes of conduct can result in loss of membership and forfeiture of plot rental.

4.7 All members and their guests shall respect others in the garden.

4.8 No inappropriate physical or verbal behaviour will be tolerated, including conduct considered to be violent, intimidating, threatening , or in any way harassing

4.9 Formal grievances by members should be documented and sent to Grow Regina by email or letter. All complaints will be taken seriously and appropriate action will be taken.

4.10 Gardeners should respect the boundaries of the garden. No plants or structures should extend beyond the plot they have rented.

Article 5 – Meetings of Grow Regina

5.1 An annual meeting of the members shall be held within 90 days of the fiscal year end, January 31st, at a time and place fixed by the Directors.

5.2 A notice stating the place, date and time of the Annual General Meeting will be mailed or electronically sent to each member at least 30 days before the Annual General Meeting.

5.3 Attendance by at least 25% of the members at the Annual General Meeting is a quorum.

5.4 A Special General Meeting may be called by the Board of Directors or at least 25% of the members. The meeting shall be held within 60 days of receipt of written notice from a member. A notice of the meeting will be mailed or emailed to each member at least 30 days before the Special General Meeting. Attendance by at least 25% of the members at a Special General Meeting is a quorum.

5.5 A membership meeting (AGM) shall be held each spring to elect the Board of Directors.

Article 6 – Voting

6.1 Each member has one vote. A show of hands decides every vote at a meeting.

6.2 If there is a tie vote the motion is defeated.

6.3 A member may not vote by proxy.

6.4 A simple majority (50% plus 1) of those present is required to carry a vote.

Article 7 – Directors

7.1 The Board of Directors shall direct the business and affairs of Grow Regina.

7.2 The Board of Directors shall consist of no less than six Directors and no more than 12 Directors.

7.3 Board vacancies between Annual General Meetings may be appointed by the Board of Directors.

7.4 Voting at Board meetings shall be by show of hands. Board motions shall require 50% plus one to pass. The Chair does not vote except in the case of a tie.

7.5 A Director must:

  • 7.5.1 be of legal age
  • 7.5.2 not be an employee of Grow Regina
  • 7.5.3 a member in good standing who is not a gardener with Grow Regina may serve on the Board upon approval by the Board (addition made Feb 2022).
  • 7.5.4 not be absent from three consecutive meetings of the Board unless the Board has given prior consent or concludes that the reason for such absence is adequate.

7.6 A Director ceases to hold office:

  • 7.6.1 if their written resignation is sent or delivered to Grow Regina or if a time is
    specified in such resignation at the time so specified, whichever is later.

7.7 Subject to the provisions of the Act, the Directors may, by a two-thirds majority vote passed at a Board of Directors Meeting called for such purpose, suspend a Director from office for just cause. For the purpose of this section, just cause includes, but is not limited to, anything that in the opinion of the Board is contrary to the interests of the public, or Grow Regina, or tends to harm the standing of Grow Regina, or is conduct unbecoming to a Director. Such vacancy shall be filled as outlined in 7.3.

7.8 A quorum for transaction of business of any meeting of the Board of
Directors shall be a simple majority of the Board (50% plus one).

7.9 Where there is a vacancy in the Board, the remaining Directors may exercise
all the powers of the Board so long as quorum remains.

7.10 Board meetings shall be held at such time and place as determined by the
Board at the previous meeting.

7.11 Notice of a Special Meeting of the Board must be provided at least five days
prior to the meeting.

7.12 In case of an emergency, Board business may be conducted by an on-line
vote with a response by Board members within 48 hours of notification.

Article 8 – Officers of the Board of Directors

8.1 The Board will annually appoint from its members at the earliest scheduled Directors’ Meeting after the Annual General Meeting, a Chair, Vice-Chair, a Secretary and a Treasurer and such other officers as the Board may determine. The Board may specify the duties of and in accordance with this bylaw and subject to the provisions of the Act, delegate to such officers powers to manage the business affairs of Grow Regina.

8.2 The Vice-Chair shall assume the responsibilities of the Chair of the Board during the Chair’s absence or in the case incapacity until a new Chair is appointed.

8.3 For the purposes of these bylaws, the Treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursements of the funds of Grow Regina. The Treasurer shall render to the Board regularly an account of all transactions and the financial position of Grow Regina.

8.4 The officers shall ensure the filing of such reports as are required by the Non-Profit Corporations Act 1995

Article 9 – Business of Grow Regina

9.1 The fiscal year of Grow Regina shall end on January 31.

9.2 The registered office of Grow Regina is located in Regina, Saskatchewan.

9.3 Deeds, transfers, assignments, contracts, obligations, certificates and other instruments shall be signed by any two of the four members who have signing authority.

9.4 The banking business of Grow Regina shall be transacted with such banks, trust companies or other corporate bodies or organizations as may from time to time be designated by or under the authority of the Board. Such banking business or any parts thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe or authorize.

Article 10 – Provisions

10.1 No Director of Officer of Grow Regina will receive any payment for their services.

10.2 Reasonable expenses incurred while carrying out duties of Grow Regina will be reimbursed upon Board approval.

Article 11 – Rules of Order

11.1 All Grow Regina meetings shall first attempt to achieve consensus. Failing this, Grow Regina shall adhere to the general rules and rules of procedure as detailed in Article 7, Section 7.4.

Article 12 – Amending the Bylaws

12.1 These bylaws may be cancelled, altered or added to by a special resolution at any General Meeting or Special General Meeting of Grow Regina.

12.2 The thirty days notice of the Annual General Meeting or Special General Meeting of Grow Regina must include details of the proposed resolution to change the bylaws.

12.3 The amended bylaws take effect after approval of the special resolution at an Annual General Meeting or Special General Meeting, and after acceptance by the Corporate Registry of Saskatchewan.

12.4 The Grow Regina bylaws shall be reviewed from time to time by the Board to ensure that the organizational structure continues to meet Grow Regina’s Mission and Vision statements.

Article 13 – Dissolving Grow Regina and Distributing Assets

13.1 Grow Regina may be dissolved at an Annual General Meeting or a Special General Meeting called for this purpose by a two-thirds majority vote of members present at such meeting.

13.2 In the event of dissolution of Grow Regina, Grow Regina will not pay any dividends or distribute its property among its members.

13.3 In the event of Dissolution of Grow Regina, any funds or assets remaining after paying all debts shall be transferred to the City of Regina as designated in the Articles of Incorporation. Date of Approval : Approved by Grow Regina Membership at the AGM, April 29, 2019