Bylaw – Article 1 – Definitions

Membership Approved: October 24, 2020

Bylaws – 1.1 Definitions

In this Bylaw Number One, the following definitions shall apply:

a) “Act” means the Cooperatives Act, S.A. 2001, Chapter c-28.1, as amended and Any passed in substitution therefore;

b) “Alberta 75” means Alberta 75 Housing Co-operative Ltd.;

c) “Alberta 75 Costs” means and includes the aggregate of all costs, expenses, debts, claims, damages, amounts, principal sums, interest, liabilities, or obligations whatsoever arising out of, in connection with or in respect of the ownership, operation, control, management, administration, maintenance, repair and upkeep of the Alberta 75 Operations, the Alberta 75 Property, and the carrying out by Alberta 75 of the Alberta 75 Obligations and the Alberta 75 Objectives including, but not limited to, those costs and expenses more particularly set out in this Bylaw;

d) “Alberta 75 Monthly Housing Charge” means the monthly pro-rata share of the Alberta 75 Costs allocated to each Housing Unit;

e) “Alberta 75 Objectives” means the continued ownership and operation of the Alberta 75 Operations and the Alberta 75 Property as a non-profit continuing housing cooperative community operated in accordance with the Act, the Regulations, the Articles and the Bylaws for the benefit and enjoyment of the Members so that they may live in the Alberta 75 Operations as a harmonious community in accordance with Cooperative Principles;

f) “Alberta 75 Operations” includes the Alberta 75 Property, as well as the organization and development of the Alberta 75 Property and the operation thereof pursuant to and in accordance with the Alberta 75 Objectives;

g) “Alberta 75 Property” means and includes all property, assets and undertaking, present and future, real or personal, owned, leased or used by Alberta 75 in respect of the Project;

  1. Alteration” shall mean any permanent, or potentially permanent modification(s) to a Housing Unit, excluding interior decoration, and exterior gardens and landscaping;
  2. Articles” means the Articles of Incorporation of the Cooperative, as amended;
  3. Board” means the Board of Directors of Alberta 75 and “Directors” has the same meaning;
  4. Books” means all files, documents, instruments, papers, books and records relating to the business or condition of Alberta 75, in paper, electronic or other format;
  5. Business Day” means a Day other than Saturday, Sunday or statutory holiday;
  6. Bylaws” means all Bylaws of Alberta 75, as amended;
  7. “Caregiver” means a person whose primary reason for visiting or living in the Housing Unit is to provide care to a Member, the Member’s family, or a non-resident Member of the Housing Unit who suffer from a physical or a mental disability;
  8. Child” means an individual who is less than 18 years of age;
  9. Committee” means a group of people that is created or dissolved by a motion of the Board;
  10. “Common Areas and Facilities” shall mean those areas and facilities located on Alberta 75 Property, for the common use, benefit and enjoyment of the Members and the residents of Alberta 75, including parks, landscaping, parking lots, parking structures, recreation facilities and other facilities and improvements;
  11. Confidential Information” means:
    1. personal information, and all other information, including financial information, relating to a Member, employee of Alberta 75, or other individual, which is, or may be, protected by PIPA,
    2. information which may be subject to Alberta 75’s solicitor and client privilege,
    3. contracts or negotiations, which are the Board’s responsibility under the Act, Regulations, Articles or Bylaws, and which the Board, acting reasonably, feels should be maintained in confidence for business reasons.  This information is only “Confidential Information” so long as the necessity for maintaining confidentiality exists,
    4. information designated by the Bylaws as “Confidential Information”;
  12. Consent” for all purposes relating to these Bylaws means “consent” as defined in or required by PIPA;
  13. Cooperative Principles” means the cooperative principles set forth in the Act, and the cooperative principles adopted from time to time by the International Cooperative Alliance, to the extent these cooperative principles are not inconsistent with the Act, the Regulations, the Bylaws or the Articles;
  14. Decoration” means any cosmetic changes to a Housing Unit that is reversible at a member’s cost;
  15. “Due Date” or “Due Dates” means those dates specified in this Bylaw as the date(s) for payment of any money payable by the Member to Alberta 75;
  16. Family” means the Member and persons who are related to the Member to any degree by blood, marriage or adoption (e.g. grandparents, parents, siblings, uncles, aunts, cousins, children, grandchildren), who are married to the Member, or who are adult interdependent partners of the Member, and the Member’s children, stepchildren and adopted children until their 18th birthday, or who are dependent on one or both of their parents by reason of a physical or mental disability;
  17. Fiscal Year” means April 1 to March 31 of each calendar year;
  18. Good Standing” means:
    1. not being in arrears with respect to any charges, dues or levies properly payable by a Member to Alberta 75 under the Bylaws, the Policies or any agreement with Alberta 75, or
    2. not otherwise being in breach of any duty or obligation of a Member or a Director to Alberta 75 under the Act, the Regulations, the Articles, the Bylaws or any agreement with Alberta 75;
  19. Guest” means an individual who is present in a Housing Unit or elsewhere on Alberta 75 Property with the express or implied invitation of the occupier(s) of a Housing Unit or the Board of Alberta 75 and who remains or intends to remain in a Housing Unit or elsewhere on Alberta 75 Property for a cumulative 30 days or less in a 365-day period, or a longer period if approved by the Board;
  20. Hazardous Product” means any product that is classified as a “hazardous product” pursuant to the Hazardous Products Act, R.S.C., 1985, c. H-3 (http://laws-lois.justice.gc.ca/eng/acts/H-3/);
  21. “Housing Charge Assistance” means any assistance provided to a Member based upon the Member household income that supplements the Member’s Monthly Housing Charge thereby ensuring that Alberta 75 receives the full Economic Housing Charge allocated to the Housing Unit in accordance with agreements between Alberta 75 and the Lender/Agency;
  22. Housing Unit” means the housing unit a Member is entitled to exclusively occupy and enjoy pursuant to any agreement between the Member and Alberta 75, these Bylaws and the Articles, including any balcony, yard, parking stall or other area with respect to which the Member has an exclusive right of use or occupancy;
  23. “Lender/Agency” means any lender, municipal, provincial or federal government; governmental agency; commission; authority, or any other entity which may by agreement or otherwise, impose obligations on Alberta 75 with respect to Housing Charge Assistance including the Central Mortgage and Housing Agency and the Canada Mortgage and Housing Corporation;
  24. Majority” means the number greater than one half of the quorum at any meeting of the Board or the Members;
  25. Member” means an individual or individuals who have met all conditions of Membership set forth in these Bylaws and have been accepted as a Member by Alberta 75 and includes joint members;
  26. Member File” means personal information in Alberta 75’s possession or control with respect to a Member or a prospective Member, including any membership applications, subsidy applications, financial information, and complaints about the Member, including electronically stored information;
  27. “Member Household” means a Member and any other Members, Family of the Members and Non-member Residents living in the Housing Unit;
  28. Membership Meeting” means any meeting of the Members of Alberta 75 including organizational, special and annual meetings;
  29. Membership Share” and “Share” means a Class A Membership Share of Alberta 75 issued to a Member of Alberta 75 or, if Alberta 75 does not have share capital, or if Members are required to provide loans in addition to Shares, any loans paid by a Member to Alberta 75 as a condition of being accepted for membership in Alberta 75;
  30. “Monthly Housing Charge” means the amount payable each month by a Member Household for the occupancy and use of the Housing Unit, as determined by each Housing Unit’s pro rata share of Alberta 75’s costs;
  31. “Non-Member Resident” means a person who is not a Member of Alberta 75, or a Member’s Family, and who is sharing a Housing Unit with a Member, with the intention of making the Housing Unit the Non-Member Resident’s primary place of residence;
  32. “Ordinary Resolution” means a resolution passed by a majority of the votes cast at a general meeting of Alberta 75 or a meeting of the Directors;
  33. Parent” includes a guardian or a person “in loco parentis”, which means a person standing in place of a parent;
  34. Penalties” means deterrents imposed on Members for violations of their Shareholders’ Agreements, these Bylaws, Alberta 75’s Policies, or Federal or Provincial laws and may take the form of fines up to and including Court Orders;
  35. Personal Information” means information about an identifiable individual, as defined in PIPA;
  36. “Pets” means pets a Member keeps in their Housing Unit, provided that the Member shall do so subject to the bylaws and regulations of the City of Calgary, these Bylaws and any Policies;
  37. PIPA” means the Personal Information Protection Act, S.A. 2003, c. P-6.5, as amended;
  38. Policy” and “Policies” means a policy or policies made by Alberta 75 in accordance with the Bylaws;
  39. “Proxy” means a form of voting whereby a Member delegates his or her voting power to a representative to enable a vote in the Member’s absence;
  40. Regulations” means the Cooperatives Regulation, Alberta, Regulation 55/2002, as amended;
  41. “Replacement Reserve Fund” means that fund or account set up and maintained by Alberta 75 in accordance with these Bylaws as supplemented by Policies;
  42. “Services” means all infrastructure and systems now installed or to be installed in the Alberta 75 Property or which are necessary or desirable for the proper operation of the Alberta 75 Property. Such services include utilities, telecommunications and cable services, but does not include the charges levied against a specific Housing Unit for consumption of utilities, telecommunications and cable services unless set out in these Bylaws or in a Shareholders’ Agreement;
  43. Shareholders’ Agreement” means one or more agreements between Alberta 75 and the Member by which the Member applies for membership and subscribes for Membership Shares and whereby Alberta 75 agrees to grant the right of occupancy in a Housing Unit to the Member and the Members’ Family, in accordance with the Articles and Bylaws;
  44. Special General Meeting” means any meeting of the Members that is not the Annual General Meeting of Alberta 75;
  45. Special Resolution” means a resolution that is submitted to a meeting of Alberta 75 or a meeting of the Directors and passed at the meeting by at least 2/3 of the votes cast;
  46. “Surcharge” means an amount over and above the Alberta 75 Monthly Housing Charge allocated to the Housing Unit, and charged to a Member based upon the Member Household income in accordance with agreements entered into between Alberta 75 and the Lender/Agency;
  47. Task Force” means an ad hoc group that is constituted by an Ordinary Resolution of the Board to complete a one-time task and that is dissolved at the time of completion of that task; and
  48. Year” means calendar year unless the context otherwise requires.
  • Interpretation
      1. The headings of the Bylaws are for reference and as a matter of convenience only and in no way define, limit or enlarge the scope or meaning of the Bylaws.
      2. Words and phrases which are not defined in the Bylaws, but which are defined in the Act and the Regulations, shall have the meaning set forth in the Act and the Regulations.
  • Policies
    1. The Board may, by Ordinary Resolution, approve Policies that provide guidelines to assist the Board in implementing matters referred to in the Articles, the Bylaws, the Regulation, the Act and any other legislation, which are within the responsibility of the Board. These Policies may be passed, amended or rescinded by the Board by Ordinary Resolution.
    2. The Members may, by Ordinary Resolution, approve Policies that provide guidelines to assist the Members to implement matters referred to in the Articles, the Bylaws, the Regulations or the Act which are within the responsibility of the Members.
    3. Members may also, by Ordinary Resolution, establish and approve Policies to assist and enhance the ability of Members to live together in a cooperative community.  These Policies may set out rules which apply to all Members, provide benefits to Members who comply with the Policies, and authorize the Board or the Members to impose Penalties against Members, or require Members to pay costs or expenses incurred by Alberta 75, arising from a Member’s non-compliance or breach of Policies.
    4. Each Member shall pay Penalties, costs and expenses imposed by the Board or a Membership Meeting against the Member, for breach or non-compliance with Policy.
    5. In the event of any inconsistency or conflict between any documents governing Alberta 75, the following shall be the order of precedence by which those documents so govern:
      1. The laws of Alberta and of Canada, as applicable;
      2. The Articles;
      3. These Bylaws;
      4. Shareholders’ Agreement; and
      5. Policies of Alberta 75.
    6. The Board or the Members, as the case may be, may by a majority vote decide not to follow any Policy, or to waive the breach or non-compliance with a Policy