Grow Regina Community Garden Inc.

Article 1 – Preamble

1.1 The Association

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

1.2 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:

2.1.1 “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;

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

2.1.3 “the directors,” “board” and “board of directors” means the directors of Grow Regina;

2.1.4 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;

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

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

2.1.7 ‘member’ means a regular (or associate member )

2.1.8 Executive means the Chair, Vice Chair, Secretary and Treasurer of the Board;

Article 3 – Mission, Vision and Goals of Grow Regina

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

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

3.3 The Vision Statement, Mission Statement, Goals, Objectives, Principles and Values 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 may purchase an Associate Membership in Grow Regina. Associate Members shall have voice, but no vote at Grow Regina meetings. Associate Membership fees will be determined by the Board of Directors.

4.1.2 The amounts levied by Grow Regina, through membership fees, shall be used exclusively in the furtherance of Grow Regina vision, mission, goals, and objectives;

4.1.3 Membership fees payable to Grow Regina shall be reviewed annually by the board and presented at the Annual General Meeting;

4.1.4 Membership fees are not refundable;

4.1.5 There shall be no transfer of membership.

4.1.6 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 cancellation 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 at a time and place to be fixed by the previous annual meeting or by the directors.

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

5.3 Attendance by at least 10% 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 by at least 25% of the members. The meeting shall be held within 60 days of receipt of written notice. A notice of the meeting will be mailed or delivered to each member at least 30 days before the Special General Meeting. Attendance by at least 10% of the members at the Special General Meeting is a quorum.

5.5 A membership meeting 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 every meeting. A ballot is to be used if at least two members request a ballot.

6.2 The Chair does not have a second vote. If there is a tie vote, the motion is defeated.

6.3 A member may not vote by proxy.

6.4 A simple majority 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 6 Directors, and no more than 12 Directors.

7.3 Members of the Board shall be elected for a term of two years, with one half of Directors being elected each year.

7.4 Vacancies on the Board between Annual General Meetings may be appointed by the Board of Directors.

8.4 A director must:

8.3.1 be of legal age;
8.3.2 be of sound mind;
8.3.3 not be an employee of Grow Regina;
8.3.4 be a member in good standing;
8.3.5 not be absent from three consecutive meetings of the Board; unless the Board has given prior consent or concludes that there was an adequate reason for such absence;

8.4 A director ceases to hold office:

8.3.6 upon death;
8.3.7 if she/he ceases to be qualified for appointment as a Director;
8.3.8 if her/his 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.

8.4 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 purposes, suspend any 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 a Director. Such vacancy shall be filled as outlined in 8.13.

8.5 A quorum for the transaction of any business of any meeting of the Board of Directors shall be a simple majority of the Board.

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

8.7 Meetings of the Board shall be held at such time and place as the Board, the Chair of the Board, and/or any two directors may determine. The Board of Directors must be convened at a minimum of quarterly.

8.8 Notice of meeting date must be provided at least five days prior to the meeting.

Article 9 – Officers of the Board of Directors

9.1 The Board will annually appoint from among 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 and affairs of Grow Regina.

9.2 The Vice-Chair shall assume the responsibilities of the Chair of the Board upon the Chair’s absence or incapacity until a new Chair is appointed.

9.5 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.

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

Article 10 – Business of Grow Regina

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

11.2 The registered office of Grow Regina is located in Regina.

11.3 Deeds, transfers, assignments, contracts, obligations, certificates and other instruments shall be signed on behalf of Grow Regina by two persons, each of whom shall hold office with Grow Regina as, Chair, Vice Chair, Secretary, or Treasurer.

11.4 The banking business of Grow Regina shall be transacted with such banks, trust companies, or other bodies corporate 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 12 – Provisions

12.1 No member, director or officer of Grow Regina will receive any payment for their services.
12.2 Reasonable expenses incurred while carrying out duties of Grow Regina may be reimbursed upon Board approval.

Article 13 – Rules of Order

13.1 All meetings of Grow Regina shall firstly attempt to achieve consensus. Failing this, Grow Regina shall adhere to the general rules and rules of procedure as detailed in “Roberts Rules of Order.”

Article 14 – Amending the Bylaws

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

14.2 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.

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

14.4 The bylaws of Grow Regina are to be reviewed annually by the board to ensure that the organizational structure continues to meet Grow Regina’s vision statement, mission statement, goals, objectives, values and principles.

Article 15 – Distributing Assets and Dissolving Grow Regina

15.1 Grow Regina does not pay any dividends or distribute its property among its members.

15.2 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 all members.

15.3 If Grow Regina is dissolved any funds or assets remaining after paying all debts shall, be transferred to the City of Regina as designated in the Articles of Incorporation.

Dated: Approved by Grow Regina membership at AGM, April 13, 2013