Proposed Bylaws

Grow Regina Community Gardens Inc.

Proposed Bylaws – April 2019

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

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

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

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.

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

Article 6 – Voting

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

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

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 be a member in good standing
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

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

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