Governance

Name

Kootenay Lake Food Commons Society

Purposes

1. To strengthen local food security, self-reliance, and resilience in the Kootenay Lake region of British Columbia.
2. To connect local food producers, growers, retailers, processors, and eaters, and to facilitate the exchange, trade, sale, and sharing of locally produced food among them.
3. To reduce food waste by helping surplus and imperfect local food reach people and tables that can use it.
4. To keep the economic and social value of local food circulating within the community, including by enabling non-cash and community-credit forms of exchange as a means of supporting local trade.
5. To develop, operate, and make available shared tools, platforms, and infrastructure, including digital coordination and community-exchange systems, that support a local food economy, for the benefit of the community.
6. To educate and build capacity in the community around local food systems, sustainable production and distribution, and cooperative and community-based economic practices.
7. To collaborate with and support other communities, organizations, and networks pursuing similar local-food-commons aims, including as part of a wider Canadian network of community food initiatives.

Conflict of interest and recusal

A director or officer who has a direct or indirect material interest in a contract or transaction, or proposed contract or transaction, with the Society, including any arrangement involving GrowOperative, Novadiem, or any entity controlled by a director, must disclose the nature and extent of that interest at the earliest opportunity, must not vote on the matter, and shall be absent from the part of the meeting during which the matter is discussed and decided, except to provide information the other directors request. Any such contract must be on terms no less favourable to the Society than arm's-length terms, and must be approved by the disinterested directors. The interest and the recusal must be recorded in the minutes. A majority of directors shall at all times be independent of Novadiem and of any other material service provider to the Society. Where there are too few disinterested directors to approve a material or long-term agreement with a director-related entity, that agreement requires member approval.

Dissolution and asset lock

On dissolution, after payment or adequate provision for all liabilities, the Society's remaining money and other property shall be distributed only to one or more qualified recipients within the meaning of the Societies Act, preferably organizations with purposes similar to those of the Society, as the members may determine by special resolution. No remaining property shall be distributed among the members.

Society type

The Society is an ordinary society under the BC Societies Act. It is not a member-funded society, and it exists to advance community purposes rather than primarily to benefit its members.

Membership

The Society has one class of members. Any individual who supports the purposes of the Society and has a genuine connection to the communities it serves may apply for membership. A genuine connection may include living, working, growing, producing, processing, selling, purchasing, volunteering, or otherwise participating in the local food system in those communities. Applications are approved by the directors and shall not be unreasonably refused; on request, an unsuccessful applicant shall be given written reasons. Each member in good standing has one vote at general meetings. A member whose annual fee, if any, is unpaid is not in good standing, and membership terminates after six consecutive months of non-payment. Membership also ends on written resignation, or on expulsion. A member may be expelled only by special resolution, after written notice of the reasons and a reasonable opportunity to respond. Additional classes of membership may be created only by amending these bylaws.

Relationship to shared digital tools

The Society may license, operate, or steward digital coordination platforms and community-exchange tools in support of its purposes. Where significant operational control over, or intellectual property in, any such tool is held by a founder or by an entity in which a director has a material interest, that relationship must be disclosed to the full board at least annually, reviewed by the disinterested directors, and recorded in the minutes. Any agreement with Novadiem or another director-related entity must be in writing, on terms fair to the Society, approved by the disinterested directors, and reviewed at least annually. A material agreement must address pricing, service continuity, privacy and security, access to Society records, data export, termination, and transition to another provider. No technology provider shall have exclusive custody or control of the Society's constitution, bylaws, registers, minutes, financial records, or other records the Society is required by law to maintain. The Society expresses a preference for open-source or community-stewarded software where practical alternatives of comparable capability exist.

Transparency and public reporting

Within 90 days after each annual general meeting, the Society shall publish on its public website its annual activity report and a summary of the year's finances, including grants received and the main categories of spending. The Society shall also disclose the existence and nature of any arrangement between the Society and a director, or an entity in which a director has a material interest, and confirm that it was reviewed and approved by the disinterested directors on arm's-length terms. Full financial statements, including any remuneration disclosure required by the Societies Act, are presented to the members and made available on request in accordance with the Act. A summary of the resolutions passed at each general meeting shall be published within 30 days of the meeting.