Merge pull request #535 from hyphacoop/2024-09-26-board-meeting

2024 09 26 board meeting

resolutions/resolution-008.md

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+
+# RESOLUTIONS OF THE BOARD OF DIRECTORS 			
+
+Resolution in writing of the board of directors of Hypha Worker Co-operative Inc. (the "Co-operative") held on this 26th day of September, 2024.				
+
+
+## BACKGROUND				
+
+
+
+1. The members have elected two new directors for the Co-operative.
+2. The directors have determined that it is in the best interest of the Co-operative to appoint certain officers for the Co-operative.
+3. Financial statements for the fiscal year of the Co-operative ending June 30, 2024 (FY5) have been prepared and presented to the members and Board.
+4. The Co-operative wishes to allocate $ 459,660 of a $ 726,814 surplus to special allocations.
+5. Of the remaining surplus, the Co-operative wishes to allocate $ 53,431 to member accounts 
+6. Of the remaining surplus, the Co-operative wishes to allocate $ 213,723 to reserve accounts.
+7. The Board may pay out a fixed percentage of member loans held by the Co-operative.
+8. The Board may set an interest rate to apply to member loans held by the Co-operative.
+9. Two bylaw amendments were proposed and accepted by membership.
+
+					
+
+
+## IT WAS RESOLVED THAT
+
+
+
+1. The following individuals are confirmed as directors of the Co-operative for a term of two years or until replaced:	
+    1. Udit Vira; and
+    2. Cameron Fyfe
+
+		
+
+
+
+2. The following individuals are appointed and confirmed as officers of the Co-operative for a term of two years or until replaced:
+    1. Cameron Fyfe: Treasurer
+3. Financial statements for the fiscal year of the Co-operative ending June 30, 2024 are approved.
+4. $ 459,660 has been allocated to special allocations for FY5.
+5. $ 53,431 has been allocated to member accounts for FY5.
+6. $ 213,723 has been allocated to reserve accounts for FY5.
+7. No member loans will be paid out at this time.
+8. The interest rate on member loans remains at 0%.
+9. The directors approve an amendment of the bylaws for adoption:
+
+	 
+
+*Section 2.4 Membership, Probationary Members*
+
+From:
+
+
+```
+Once the probationary member has worked the required number of hours,
+they are entitled to apply for membership in the Co-operative.
+
+Application for membership in the Co-operative shall be in writing to
+the board of directors. The Co-operative shall provide application forms
+for this purpose.
+
+Upon an application for membership, the members shall decide whether to:
+
+A. unanimously accept the application, in which case a resolution is
+   passed recommending to the board of directors that the probationary
+   member will become a full member as soon as they meet all of the
+   membership requirements as described in section 2.1; or  
+
+B. reject the application, in which case a resolution is passed by a
+   majority of two-thirds on whether to recommend to the board of
+   directors to terminate the probationary member's employment with the
+   Co-operative.
+
+If the worker does not wish to become a member in the Co-operative, they
+may decline to apply for membership and continue to work for the
+Co-operative as a non-member at the board's discretion.
+```
+
+
+To:
+
+
+```
+Once the probationary member has worked the required number of hours, they are entitled to apply for membership in the Co-operative at any time.
+
+If the worker does not wish to become a member in the Co-operative, they
+may decline to apply for membership and continue to work for the Co-operative
+as a non-member at the board's discretion. If the worker declines to apply
+for membership, they remain eligible to apply for membership at a future time.
+
+Application for membership in the Co-operative shall be in writing to the board
+of directors. The Co-operative shall provide application forms for this purpose.
+Upon an application for membership, the members shall vote on whether to accept
+the application:
+
+A. if the vote to accept is unanimous, a resolution is passed recommending to
+   the board of directors that the probationary member will become a full member
+   as soon as they meet all of the membership requirements as described in
+   section 2.1; or
+
+B. if the vote to accept is not unanimous, the application is rejected.
+
+If the application for membership is rejected, the members shall vote on a
+resolution, which is passed by a majority of two-thirds, to recommend to the board
+of directors to terminate the probationary member's employment with the Co-operative.
+
+If the resolution does not pass, the worker may continue to work for the Co-operative
+as a non-member at the board's discretion. If their employment continues, they are
+eligible to apply again in the future at the board's discretion.
+```
+
+
+*Section 3.7 Member Meetings, Decision-Making and Voting*
+
+From:
+
+
+```
+Each active member of record at the time of the meeting is entitled
+to one and only one vote on any matter requiring membership voting.
+Voting on resolutions happens by open ballot with abstensions are
+recorded only as required. All elections to the board shall be by
+secret ballot.
+```
+
+
+To:
+
+
+```
+Each active member of record at the time of the meeting is entitled
+to one and only one vote on any matter requiring membership voting.
+Voting on resolutions happens by secret ballot.
+```
+
+
+
+## CURRENT STATE OF THE CO-OPERATIVE
+
+Directors: Alexandra Michaelides, Cameron Fyfe, Dante Sanchez, Udit Vira
+
+Officers:
+
+
+
+* President: Dante Sanchez
+* Vice president: Vacant
+* Treasurer: Cameron Fyfe
+* Secretary: Alexandra Michaelides
+
+This resolution may be executed in counterparts. Facsimile, scanned, or digital signatures are binding and are considered to be original signatures.
+
+Dated in the Province of Ontario on the 26th day of September, 2024.
+
+X______________________________
+
+Dante Sanchez
+
+X______________________________
+
+Alexandra Michaelides