THE CRCA MEMORANDUM & RULES MEMORANDUM OF ASSOCIATION 1. The name of the Association is Campus Residence Co-operative Association. 2. The Registered Office of the Association will be situated in the Province of British Columbia. 3. The objects for which the Association is formed are: (a) To operate residential boarding houses principally for the benefit of persons who are members of the Association and for others; (b) To buy, sell, lease, rent or otherwise acquire, dispose of, sublet in whole or in part, land and premises; (c) To erect, remodel, improve and furnish buildings in which any business or the Association may be carried on or which may be suitable for such purposes; (d) Generally to carry on the business of merchants, retail or wholesale and to deal in, books, school or university supplies of every nature and kind, clothing and all manner of consumable goods and chattels either as principal or agent; (e) To provide all manner of goods and services principally for its members or others to assist them in meeting their needs in attending any school or university and to buy, sell, rent, lease or otherwise acquire and deal with all manner of goods, chattels and equipment required to provide such goods and services and to arrange for other persons to provide all or any of such goods and services; (f) To assist the growth, development and maintenance of any co-operative association or non-profit corporation the aims and objects of which are in whole or in part similar to the objects of this Association and subject to Section 10 of the Co-operative Associations Act to lend money to of make donations to any corporation which is organized to do business on a co-operative basis, having as one of its objects the establishment, growth, development and maintenance of housing facilities or accommodation principally for students of any school or university; (g) To carry on such co-operative educational activities as shall assist in the successful attainment of the objects of this Association and generally to contribute to the promotion of co-operative principles in conjunction with other co-operative associations; 4. The liability of members is limited. 5. The share capital of the Association consists of an unlimited number of shares of one dollar each. 6. The Association holds forth the prospect that amounts will be credited to members by way of allocation in proportion to patronage in the manner in its rules provided from time to time. RULES OF CRCA The rules in Schedule B of the "Co-operative Associations Act" shall not apply and the following shall be the rules of this Association: Preliminary 1. In these rules, unless the context otherwise requires: Words importing the singular include the plural, and vice versa, and words importing the masculine gender include females, and words importing persons include corporations. "Act" means the "Co-operative Associations Act", and "call", "director", "extraordinary resolution", "memorandum", "officer", and "rules" have the meanings respectively assigned to them by the Act. Membership 2. Any person over the age of sixteen years who is a student, graduate, teacher, lecturer, instructor or professor at or employed by or having any other affiliation with any school, college or university in British Columbia or any association, company or organization, whether incorporated of not, having objects in whole or in part similar to those of the Association may be admitted to membership. The application shall be made in writing to the directors accompanied by tender of part payment at least of the shares subscribed for and the directors may accept, refuse or postpone such application. If the application is refused the monies tendered shall be returned forthwith. No member may hold less than one share in the Association. Shares shall not be issued or held jointly. The directors shall cause to be kept a record of the disposition of each application for membership and shall notify the applicant in writing as to the acceptance or otherwise thereof. The Association may by extraordinary resolution from time to time vary the minimum number of shares to be held pursuant to this rule and may provide the manner in which the same shall be paid for and each member shall be deemed to have subscribed for the shares required to be held by him to comply with this rule as amended from time to time. 3. (a) A member may withdraw from the Association with the consent of the directors, and shall be entitled, on surrender of his certificate, to a refund of the amount paid up on his shares, but the directors may withhold such refund for a period not exceeding six months from the date of application for withdrawal in any other case where is seems just and equitable. (b) Where a member is charged with conduct detrimental to the Association, he may be expelled from membership by an extraordinary resolution of the Association, he may be expelled from membership by an extraordinary resolution of the Association. The member making the charge shall lodge with the directors full particulars thereof in writing signed by him and the member charged shall be furnished by them with a copy of the particulars at least two weeks previous to the meeting. The notice calling the meeting shall state that the charge has been made and specify the names of the members concerned. (c) A member so expelled shall be entitled to a refund of the amount paid up on his shares, but shall not be again admitted to membership, except by an extraordinary resolution of the association. (d) A member who is not in residence in any premises operated by the Association of who has failed to patronize any business or service provided or offered by the Association for a period of one year and any member who not being in residence and who has failed to patronize any business or service provide or offered by the Association for a period of one year and who has failed to attend the last Annual General Meeting of the Association shall be deemed to have applied to withdraw from the Association subject to the power of the directors to accept such withdrawal and upon the directors accepting such withdrawal a notice shall be sent to the member at his last address on the register of members of the Association advising him that the directors have accepted his withdrawal and his name shall be stricken from the register of members and unless the member within six months thereafter applied to have refunded to him the amount paid up on his shares he shall be deemed to have contributed the said amount to the Association as a donation. 4. A member may transfer his shares with the approval of the directors, but they may refuse to assent to a transfer of any share not fully paid up on which the Association has a lien. 5. If a member dies or becomes insane or bankrupt, or makes and assignment for the benefit of creditors, the directors may either register the person entitled to his shares as a member, or redeem the shares by paying the party entitled thereto the amount paid up on the shares. Shares 6. All shares in the Association shall be paid for in full in cash, and no part of the funds of the Association shall be employed in loans upon the security of its shares. 7. The directors may from time to time make calls upon the members in respect of any monies unpaid on their shares, and a call shall be deemed to have been made at the time when the resolution of the directors authorizing the call was passed. 8. If a call is not paid before or on the day appointed for payment thereof, the person from whom the call is due shall pay interest thereon at the rate of eight per centum per annum from the day appointed for the payment thereof to the time of the actual payment, but the directors shall be at liberty to waive payment of that interest wholly or in part. 9. No dividend or interest shall be paid on shares. 10. Every person whose name is entered in the register of members shall without payment be entitled to a certificate under the seal of the Association, specifying the shares held by him and the amount paid up thereon. Lien 11. The Association shall have a lien on a member's shares for a debt due to it by him. Forfeiture of Shares 12. If a member fails to pay a call on the day appointed for the payment thereof, the directors may at any time thereafter serve a notice on him requiring payment within fourteen days from the date of the notice of so much of the call as is unpaid, together with any interest which may have accrued. 13. If the requirements of any such notice as foresaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect. 14. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the directors think fit. 15. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to the Association for all monies which at the date forfeiture were presently payable by him to the Association in respect of the shares, but his liability shall cease if and when the Association receives payment in full of the nominal amount of the shares. Transfer of Shares 16. The instrument of transfer of any shares in the Association shall be executed both by the transferor and the transferee, and the transferor shall be deemed to remain a holder of the shares until the name of the transferee is entered in the register of members in respect thereof. 17. Shares in the Association shall be transferred in any usual form approved by the directors. 18. The instrument of transfer must be accompanied by the certificate of the shares to which it relates. General Meetings 19. The first general meeting shall be held in the third month from the date of incorporation at such time and place as the directors may determine. 20. An Annual General Meeting shall thereafter be held once in every calendar year in accordance with the provisions of the Act. 21. The directors may, whenever they see fit, and shall, upon a written requisition signed by not less than one-fifth in number of the members, call a special general meeting. A requisition shall set forth the object of the meeting and be deposited at the registered office. If the directors do not within seven days after the deposit of the requisition call the meeting, the requisitionists may themselves convene a meeting. 22. Fourteen days' notice, at the least, of every general meeting specifying the pace, the day and the hour of meeting and in the case of special business, the general nature of that business shall be given to every member. 23. No business shall be transacted at any general meeting unless four members are present in person at the time when the meeting proceeds to business and unless al all times not less than three members are personally present. 24. The Chairman elected by the directors as hereinafter provided shall preside as chairman at every general meeting. 25. If there is no such chairman present within thirty minutes after the time appointed for holding the meeting, or willing to act, the members present shall choose some one of their number to be chairman. 26. Notwithstanding the provisions of any other rule, if within one hour of the time appointed for a general meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place, and if at the adjourned meeting a quorum is not present within one hour of the time appointed, the members present shall form a quorum. 27. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place. 28. The order of business at a general meeting shall, according to circumstances, be as follows: (a) Meeting to be called to order; (b) Notice convening meeting to be read; (c) Minutes of preceding meeting to be read and disposed of; (d) Business arising out of minutes; (e) Discussion of important correspondence; (f) Reports of stand-in and special committees; (g) Reports of directors and auditors; (h) Election of directors and auditors; (i) Unfinished business; (j) New Business. Voting 29. On a show of hands or on a poll, every member present in person shall have one vote only, but he shall also be entitled to vote as proxy in case of a poll for the election of directors. 30. The Chairman of any general meeting shall, both on a show of hands and a ballot, have a casting or second vote. 31. Only members in good standing shall be entitled to vote for directors or at any general meeting. 32. In the case of a vote by show of hands, the declaration of the Chairman of the meeting shall be conclusive evidence of the result, unless three or more members before or on the declaration of the result demand a poll, when a poll will be forthwith taken. Directors 33. The number of directors shall be seven but may be increased or reduced from time to time at any general meeting by ordinary resolution provided that the number is never less than three. 34. The first directors shall be the persons appointed by the subscribers to the memorandum, and shall hold office until the first general meeting. 35. At the first general meeting and at each annual general meeting thereafter the directors shall be elected by the members, but any casual vacancy may be filled up by the directors. 36. If, at any meeting at which an election of directors ought to take place, the places of the vacating directors are not filled up, the meeting shall stand adjourned till the same day in the next week at the same time and place and if at the adjourned meeting, the places of the vacating directors are not filled up, the vacating directors shall be deemed to have been re-elected at the adjourned meeting. 37. The Association may, by extraordinary resolution, remove any director before the expiration of his term of office, and may appoint another person in his stead. 38. Every director must be a member of this Association. 39. The office of director shall be vacated if the director: (a) Ceases to be a member; (b) Holds any other office of profit under this Association, except that of treasurer or manager; (c) Is concerned or participates in the profits of any contract with the Association unless the Board of Directors by a five-sevenths (5/7) majority of the directors present at a meeting approves the concern or participation. (d) Is absent from three consecutive meetings of the directors without the consent of the directors. 40. The business of the Association shall be managed by the directors, who may pay from its funds the expenses of its incorporation and may exercise all its powers, subject to the Act and these rules. 41. The directors shall elect a chairman and vice-chairman from among their own number and may appoint a manager, secretary-treasurer, from among their own number, or otherwise. The vice-chairman shall exercise the powers of the chairman in his absence. 42. The directors may establish an Advisory Board to assist and advise the directors on the organization, plans, policies, programs and services of the Association, such Board to consist of not more than five persons who may be appointed or reappointed by the directors to serve for such term of terms as the directors may from time to time determine provided that such persons so appointed or reappointed need not be members of the Association. 43. The directors shall cause minutes to be made in books provided for the purpose: (a) of all appointments of officers made by them; (b) of the names of the directors present at each meeting of directors or committees; (c) of all resolutions and proceedings at all meetings of the Association, the directors, or any committee; and every director present at a meeting of directors or committee shall sign his name in a book kept for that purpose. 44. The directors shall cause proper registers of the members and directors to be kept at the registered office and shall in all other respects duly comply with the Act or any statutory modifications thereof for the time being in force. 45. The directors shall serve without remuneration and may be allowed expenses from time to time as allowed by the Association in general meetings. 46. All meetings of the directors shall be held in the province, and the quorum necessary for the transaction of the business may be fixed by the directors, and unless so fixed shall be three. 47. The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In any case of an equality of votes the chairman shall have a second or casting vote. A director may and the secretary on the requisition of a director shall at any time summon a meeting of the directors. 48. A resolution signed by all directors shall have the same force and effect as if passed at a duly constituted meeting of the directors. 49. The members of each residence operated by the Association shall, prior to the general meeting , elect a house committee who shall be responsible to the Board of Directors for the management of that residence. 50. The directors may appoint an Executive Committee consisting of representatives from each residence operated by the Association. The Function of the Executive Committee shall be to advise the directors on the management of the residences. 51. The Chairman of Each house committee shall be elected by members of the Association residing in the residence and shall if an Executive Committee is appointed by the directors be appointed as one of the representatives on the Executive Committee of the Association. 52. The Secretary and Treasurer of the Association shall be ex officio a member of any Executive Committee established by the directors. 53. The Executive Committee, if any, shall elect such other officers from their own number as they consider necessary for the conduct of their affairs. 54. The Executive Committee, if any, unless excused by the directors shall meet at least once each month. 55. The Executive Committee, if any, may appoint an Educational Convener, subject to the approval of the directors, who shall advise the directors on educational activities. Financial 56. Every officer of the Association having receipt or charge of money shall, before entering upon his duties, give such security as may from time to time be deemed necessary by the directors. 57. The directors may invest all or any funds of the Association in any manner which in their opinion will further the objects of the Association subject to the provisions of the Act. 58. The directors may borrow or raise money for the purpose of the Association's business and secure the repayment, thereof on such terms as they see fit including a mortgage or charge upon any or all of its property, both present and future, including its uncalled capital and may purchase, redeem or pay for any such securities; but if any security proposed to be given in the exercise of this power, is intended to charge the whole or substantially the whole of the undertaking of the Association, this power shall not be exercised, unless the Supervisor under the Act approves, without the authority of an extraordinary resolution. 59. The directors shall cause true accounts to be kept: (a) of all sums of money received and expended and the matter in respect of which receipt and expenditure takes place; and (b) of the assets and liabilities of the Association; 60. The books of accounts shall be kept at the registered office of the Association and may for temporary purposes be kept at such other place of places as the directors think fit, and shall at all reasonable times be open to the inspection of the directors and members. 61. One or more auditors shall be appointed by the Association at its first general meeting and at each annual general meeting thereafter but a casual vacancy in the offices of auditor may be filled by the directors. No director or officer may be appointed to act as auditor. 62. At the annual general meeting the directors shall cause to be laid before the Association the profit and loss account and balance sheet prepared by the directors in accordance with the Act, for the preceding fiscal year and cause to be read their report and the auditors report. Andy member shall be supplied free of charge on request with a copy of such balance sheet and profit and loss account. 63. Surplus earnings remaining in the hands of the Association at the end of any fiscal year shall be dealt with as follows: (a) by setting aside the reserves, if any, required to be set aside by the Act and such other reserves as the directors deem prudent; and (b) by allocating, crediting or paying to members of the Association the whole or such portion of the balance of said surplus as shall be determined by the directors at a rate in relation to the quantity, quality or value of the goods or products dealt in or sold or services rendered by the Association to the members whether as principal or agent or otherwise with appropriate differences in rate for different classes, grades or qualities. 64. For the purpose of ensuring the financial stability of the Association and increasing the mutual benefits to be derived by the members of the Association for the time being each member hereby covenants and agrees to lend to the Association the whole or such potion as the directors may require of any sum allocated or credited to him in proportion to patronage upon the following terms that is to say each such loan shall be, (a) repayable five years after demand in writing; (b) repayable at any time at the option of the Association; (c) without interest; (d) subject to being altered as to any of the terms thereof by the rules of the association as they now are or as they may be amended from time to time, and each member authorizes the Association to apply such potion of any sum allocated or credited to him in proportion to patronage to any loan hereby agreed to be made to the Association. 65. In the event that the directors determine to accept the withdrawal of a member under rule 3(d), unless the member within six months after notice has been sent to him pursuant to that rule demands repayment of any loan made by him to the Association under Rule 64, he shall be deemed to have contributed the amount of all such loan to the Association as a donation. 66. No sum shall be allocated, credited or paid to a member in proportion to patronage under Rule 63 except out of surplus. Disputes 67. Any dispute arising out of the affairs of the Association, between a member thereof, or any person aggrieved who has for not more than six months ceased to be a member, or any person claiming through such member or person aggrieved, or claiming under the rules, and the Association or a director thereof, shall be referred to a committee of three members of the Association. The chairman of the directors and the member or other person aggrieved shall be chosen by the two so nominated. The decision of the committee shall be final and binding on all parties and may be enforced ton application to a County Court. Notices 68. A notice under the Act or these rules shall be in writing and may be given by the Association to any member either personally or by sending it by post to his registered address. 69. Where a notice is sent by post, service of the notice shall be deemed to be effect by properly addressing, prepaying and posting a letter containing the notice. The Seal 70. The seal of the Association may be affixed to any instrument in the presence of any two of the Chairman, Secretary or Manager and shall not be affixed to any instrument except in their presence except upon the authority of a resolution of the directors or of the Association and then in the presence of such person or persons as the directors may appoint for the purpose and the Chairman, Secretary, Manager or such person or persons shall sign every instrument to which the seal of the Association is so affixed in their presence. 71. The directors shall provided for the safe custody of the seal of the Association, which shall be deposited at its registered office. Dissolution 71. A. (a) In the event of dissolution of the Association, for whatever reason and in whatsoever manner, no part of the surplus remaining after the discharge in payment of all obligations, liabilities and debts of the Association shall be distributed or paid to any member of the Association. (b) In the event of the dissolution of the Association, for whatever reason and in whatsoever manner, or if the members of the Association take proceedings to have the Supervisor of Co-operatives strike the Association off the register maintained by him or to surrender the Certificate of the Incorporation of the Association to him, the whole of the surplus remaining after the discharge in payment of all obligations, liabilities and debts of the Association may be paid over to a trust company incorporated under the laws of British Columbia or of Canada, or to a central credit union incorporated under the Credit Union Act of British Columbia, or to a non-profit corporation incorporated under the laws of British Columbia, having among its objects the encouragement, promotion, maintenance or improvement of housing conditions in British Columbia, as the directors of the Association may designate by resolution or if the directors shall fail to designate then to a trust company or central credit union or non-profit corporation designated by the Supervisor of Co-operatives upon the condition that any surplus so paid over shall be used for the purposes of encouraging, developing, establishing or maintaining co-operative housing of improvements in housing conditions in the Province of British Columbia, in such manner or means as a trust company or central credit union may determine and whether by way of loan, guarantee, grant or donation. Alteration of Rules 72. The rules may only be altered or added to by extraordinary resolution. 73. Each member on being registered shall be furnished, on his request and on payment of fifty cents, with a copy of the memorandum and rules of the Association.