Special Resolution 2021

 

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Hanover Bee Farmers Co-operative Society Limited

SPECIAL RESOLUTION

PROPOSED AMENDMENT TO HANOVER BEE FARMERS CO-OPERATIVE SOCIETY’S RULES

WHEREAS the Hanover Bee Farmers Co-operative Society Limited was registered as a Co-operative Society on April 1, 2011, under the Co-operative Societies Act and Regulations;

WHEREAS at the time of registration, it was necessary and appropriate to consider face-to-face meetings to conduct the business of the Co-operative;

WHEREAS the onset of COVID 19 has created a new norm that necessitates the use of virtual and Hybrid forms of meetings in addition to face-to-face meetings in the conduct of the business of the Co-operative;

WHEREAS the term Virtual meeting means a meeting in which attendees participate from various physical locations, inside and outside of Jamaica, through the facility of the internet and intranet, using integrated audio and video, chat and messaging  tools  and application sharing software, by electronic means;

WHEREAS the term Hybrid meeting means a meeting held simultaneously as a virtual meeting as well as at a physical venue in which attendees, whether virtual or in person, simultaneously participates in the activities of the meeting, in real-time;

WHEREAS the decision for the use of virtual and Hybrid forms of meetings in addition to face-to-face meetings in the conduct of the business of the Co-operative requires amendments to the Hanover Bee Farmers’ Co-operative Society Limited Rules;

WHEREAS Section 11 and Regulations 41 of the Co-operative Societies Act and Regulations provides for the amendment of Rules;

WHEREAS Rule 63 allows for amendments to the Rules of the Hanover Bee Farmers’ Co-operative Society Limited; and

WHEREAS Rules 40 – i, 45 and 48 are being proposed for amendments in the Rules of the Hanover Bee Farmers’ Co-operative Society Limited; and

WHEREAS it is being proposed that meetings of the directors, other committee(s) members, and the members, in general, may be conducted by attendance at a physical location, or by virtual-only or by hybrid-meeting; and

WHEREAS electronic attendance shall be construed as if the directors, other committee(s) members, and the member, in general, were present at the physical location where the meeting is being convened; and 

WHEREAS members attending meetings through an electronic media shall constitute the quorum for a legally convened meeting of members of the Society; and 

WHEREAS The Co-operative Societies (Amendment) Regulations 2021 dealing with the holding of general meetings in Co-operative Societies were promulgated on the 15th January 2021;

WHEREAS Hanover Bee Farmers’ Co-operative Society Limited has agreed to adopt and accept all the interpretations so ascribed under the said regulations:

WHEREAS this Co-operative Society has agreed to adopt and accept all the interpretations so ascribed under the said regulations and intends that all amendments hereunder proposed are to be operational immediately and binding upon members, consequent upon approval at this general meeting of members and subject to the Registrar of Co-operative Societies’ immediate certification.

BE IT RESOLVED that Rule 40 – i which now reads:

  1. The Committee of Management shall meet as often as the business of the Society may require and in any case not less frequently than once per month upon notification in writing by the Secretary. The Secretary shall also call a meeting of the Committee upon the written request of the Chairman or any four (4) members of the Committee of Management.

Be amended to read:  

  1. The Committee of Management shall meet as often as the business of the Society may require and in any case not less frequently than once per month upon notification by the Secretary in writing or by other technological means; be it manual and/or electronic. The Secretary shall also call a meeting of the Committee upon the written request of the Chairman or any four (4) members of the Committee of Management. The Committee of Management meeting shall be duly constituted whether the directors are present either physically, Virtual-only or Hybrid, provided that a quorum is ascertained and maintained. 

BE IT RESOLVED that Rule 45 which now reads:

The Supervisory Committee shall meet at least once per quarter or as often as the business of the Society requires.

Be amended to read:  

  1. The Supervisory Committee shall meet at least once per quarter or as often as the business of the Society requires upon notification by the Secretary of the said Committee in writing or by other technological means; be it manual and/or electronic. The Supervisory Committee meeting shall be duly constituted whether the committee members are present either physically, Virtual-only or Hybrid, provided that a quorum is ascertained and maintained. 

BE IT RESOLVED that Rule 48 which now reads:

i. The supreme authority of the Society is vested in the General Meeting of members at which every member who has complied with the provisions of Rule 7 has a right to attend and vote on all questions.

ii. The first General Meeting of members after registration of the Society shall be called the Inaugural General Meeting and shall have the same powers as are herein given to the Annual General Meeting.

iii.    Each Member shall have one (1) vote only and there shall be no voting by proxy: provided that in case of an equality of votes, the Chairman shall have a second or casting vote.

iv.     Any question submitted for the decision of the members present at a meeting shall be decided by a majority of votes.

v.    At any meeting, a resolution put to a vote, shall be decided by a show of hands unless voting by ballot is demanded by at least five (5) members present before a declaration of the result by show of hands, and in such case, voting by ballot shall be taken.

vi.   The Committee of Management shall convene the Annual General Meeting of members no later than sixty (60) days after the report on the audit of the accounts of the Society for the past Financial Year by the Registrar or person authorized by him is received by the Committee from the Registrar.

vii.  A Special General Meeting of members may be called by the Committee of Management upon their own initiative and shall be called by them upon the written petition of not less than thirty percent (30%) of the members or twenty-five (25) members whichever is less. The purpose of the meeting shall be set forth in the notice and only such business as is described in the notice may be dealt with at such meeting.

viii.   If the Committee of Management fails to convene a meeting within fourteen (14) days from receipt of demand as aforesaid, the members applying for such meeting shall have the right to convene the meeting; by a notice which must contain the object of the proposed meeting and a statement to the effect that the meeting is convened on the failure of the Committee of Management to convene the meeting.

ix.     At least seven (7) days before the date of any Annual or Special General Meeting, the Secretary shall post notice of the meeting in a conspicuous place at the Society and cause written notices thereof to be handed to or sent to each member at his address as stated on the records of the Society or at least two (2) notices placed in the electronic or print media.

x.      A quorum at an Annual or Special General Meeting shall be:-

  1. One-half (1/2) of the total number of members, or ten (10) members whichever is less when the Society consists of no more than forty (40) members;
  1. One-quarter (1/4) of the number of members or fifty (50) members whichever is less when the Society consists of more than forty (40) members and not more than five hundred (500) members;
  1. One-tenth (1/10) of the total number of members or seventy-five (75) members whichever is less when the Society consists of more than five hundred (500) members and not more than one thousand (1,000) members; or
  1. One hundred (100) members when the Society consists of more than one thousand (1,000) members.

xi.    If at the expiration of one hour after the time fixed for an Annual or Special General  Meeting the members present are not sufficient to form a quorum, such a meeting 

       shall be considered as dissolved if convened on the demand of the members; in allother cases, it shall stand adjourned to a date, time and place fixed by the 

       Committee of Management and notified to the members within thirty (30) days of such adjournment. Notice, as prescribed in these Rules, shall be given.

xii.  A quorum must be present throughout the meeting.

Xiii  The Chairman of the Committee of management, or in his absence the Vice-Chairman or in the absence of both or their refusal to act, any other member 

       elected by a majority of those present shall preside at the Annual or Special General Meeting. 

BE AMENDED to read by including additional sections with the current ones: 

i. The supreme authority of the Society is vested in the General Meeting of members at which every member who has complied with the provisions of Rule 7 has a right to attend and vote on all questions.

ii. The first General Meeting of members after registration of the Society shall be called the Inaugural General Meeting and shall have the same powers as are herein given to the Annual General Meeting.

 iii.   The Committee of Management shall convene the Annual General Meeting of members no later than sixty (60) days after the report on the audit of the accounts of the Society for the past Financial Year by the Registrar or person authorized by him is received by the Committee from the Registrar.

iv.    References to a “meeting” shall mean a meeting convened and held in a physical location only or via virtual-only and/or in a hybrid manner through a combination of both physical and electronic communication system. Members shall be deemed to be present at that meeting for all purposes of the Rules, applicable laws, and the Cooperative Societies (Amendments) Regulations 2021 and said attendance shall be construed to allow the member present in any one of these fora to attend and fully participate in any such meetings. 

 v.    A member’s participation in the business of a general meeting shall include without limitation the right to communicate, to vote, and to have access in hard copy or electronic form all documents which are required to participate in the business of a general meeting; and participation in such a meeting shall constitute presence in person at such meeting and shall count towards the quorum and for all other voting processes.

 vi. References to “electronic communication system” shall include, without limitation, webcast, video or any form of conference call systems (telephone, video, web or otherwise) and other communication of any sound, document, and or other data. 

vii. If a separate meeting place is linked to the main place of a general meeting by an electronic communication system, such member present at the separate meeting place shall be taken to be present at the general meeting and entitled to exercise all rights as if the member was present at the main physical location.

 viii. All general meetings (including a Special or Annual General Meeting, any adjourned meeting or postponed meeting) may be held as a physical, virtual-only or hybrid-meeting.

   ix.  A virtual-only or hybrid-meeting may be held in Jamaica and any part of the world and at one or more locations as may be determined by the Board of Directors in its absolute discretion; however, the principal place and time of such meeting shall be construed to be held in the jurisdiction of Jamaica.

    x. Votes (whether by a show of hands or ballot or by way of a poll) may be cast through or by electronic means or otherwise, in keeping with the Cooperative Societies (Amendment) Regulations 2021.

   xi. If voting is to take place at the meeting, there must be reasonable measures in place to verify that every person voting at the meeting by means of electronic communication system is sufficiently identified, and the Secretary shall keep a record of any vote or action taken.

  xii.  The provision of these rules shall apply, with any necessary modification, to hybrid meetings and virtual-only meetings. Where the meeting is held as a hybrid-meeting or virtual-only meeting and during the meeting a number of members participating, virtually, cease to be able to participate in the meeting, at any time and for any period during the meeting, in such numbers that the quorum requirement for that meeting is not met, all business transacted at that meeting, including matters put to the vote and any resolution passed, shall be void.

 xiii.  At any Regular, Annual or Special General Meeting every member present and notdisqualified by arrears shall have one vote only; provided that in the case of anequality of votes the Chairman shall have a second or casting vote.  The manner of voting may be by secret ballot or on a show of hands as determined by the meeting; provided that election for Committees shall be by secret ballot when there are more nominees than existing vacancies.

 xiv. Any question submitted for the decision of the members present at a meeting shall be decided by a majority of votes; provided that a simple majority decision of members is required for the expulsion of members. 

 xv.  A Special General Meeting of members may be called by the Committee of Management upon their own initiative and shall be called by them upon the written petition of not less than thirty percent (30%) of the members or twenty-five (25) members whichever is less. The purpose of the meeting shall be set forth in the notice and only such business as is described in the notice may be dealt with at such meeting.

xvi.  If the Committee of Management fails to convene a meeting within fourteen (14) days from receipt of demand as aforesaid, the members applying for such meeting shall have the right to convene the meeting; by a notice which must contain the object of the proposed meeting and a statement to the effect that the meeting is convened on the failure of the Committee of Management to convene the meeting.

xvii.  (a) At least seven (7) days before the date of any Annual or Special General Meeting, the Secretary shall issue at least two (2) written notices of the meeting   to be delivered by electronic means and printed in two (2) daily newspapers.

         (b)Where an Annual or Special General Meeting is either virtual-only or hybrid-meeting, the Secretary shall cause the notice of the meeting to provideinstructions for attendance and participation, including voting by member, electronically, and an electronic link for attendees.

xviii.  A quorum at an Annual or Special General Meeting shall be:-

  1. One-half (1/2) of the total number of members, or ten (10) members whichever is less, when the Society consists of no more than forty (40) members;
  1. One-quarter (1/4) of the number of members or fifty (50) members whichever is less when the Society consists of more than forty (40) members and not more than five hundred (500) members;
  1. One-tenth (1/10) of the total number of members or seventy-five (75) members whichever is less when the Society consists of more than five hundred (500) members and not more than one thousand (1,000) members; or
  1. One hundred (100) members when the Society consists of more than one thousand (1,000) members.

xix.  If at the expiration of one hour after the time fixed for an Annual or Special General Meeting the members present are not sufficient to form a quorum, such meeting shall be considered as dissolved if convened on the demand of the members; in all other cases, it shall stand adjourned to a date, time and place fixed by the Committee of Management and notified to the members within thirty (30) days of such adjournment. Notice, as prescribed in these Rules, shall be given.

xx.  The Society shall maintain a quorum to vote on or ratify all decisions and resolutions at an Annual General Meeting or Special General Meeting. The failure or inability of a member to attend or remain in an Annual or Special General Meeting held in a hybrid or virtual-only meeting, as a result of a mistake or events beyond the control of Hanover Bee Farmers Co-operative Society Limited shall not constitute a defect in the calling of the Annual or Special General Meeting and shall not invalidate any resolutions passed or proceedings taken at that General Meeting.

xxi.   The Chairman of the Committee of management, or in his absence the Vice-Chairman or in the absence of both or their refusal to act, any other member elected by a majority of those present shall preside at the Annual or Special General Meeting. 

BE IT RESOLVED THAT Rule 63 (AMENDMENTS TO THE RULES) which now reads:

These Rules may be amended by a resolution of the members at the Annual or Special General Meeting called for the purpose by three-fourth (3/4) vote of those present and entitled to vote, provided a copy of the proposed amendments together with written notice of the meeting shall have been sent to each member or handed to him in person at least seven (7) days before the said meeting. No amendment shall become operative until it has been approved by the Registrar in accordance with the Act. 

BE AMENDED TO READ:

These Rules may be amended by a resolution of the members at the Annual General Meeting or Special General Meeting called in accordance with Rule 48, i-xxi for the purpose by at least three-fourth votes of those present either Physically, Virtual-only or at a Hybrid-meeting entitled to vote, provided a copy of the proposed amendments together where at least two (2) written notices of the meeting shall have been sent to each member by electronic means and printed in two (2) daily newspapers at least seven (7) days before the said meeting. No amendment shall become operative until it has been approved by the Registrar in accordance with the Act. 

All amendments are to be operational immediately and binding upon members consequent upon approval at this general meeting of members and subject to the Registrar of Cooperative Societies certification.

Moved by: Linval Blagrove (in-person)

Seconded by: Mary Sue (in-person)

Date :

There were …….…. persons present at the time of voting

Voted for : (In-person votes) _________ (Virtual votes) __________

Against : (In-person votes) _________ (Virtual votes) __________

Abstained : (In-person votes) _________ (Virtual votes) __________

Signed ............................................. .............................................

PRESIDENT SECRETARY