| |
An
unedited copy of the MUMS ARTICLES.
(M.U.M.S.[The
Multi-Utility Moving Service] CORP.ARTICLES )
@section(Object)1) To develop an organization that is;
a)worker controled,
b)worker owned,
c)profit sharing,
d)worker flexible vis-a-vis -time worked
type of work done
amount of commitment
individual abilities
2) That promotes;
a)egalitarian principles and actions
b)co-operation
c)enjoyable and less stressful working conditions
d)social and organizational experimentation to satisfy the
above conditions.
@chapter(INTERPRETATION)
@section(Definitions )In these articles, unless the context
otherwise requires,
`Company' means M.U.M.S. Corp., a company incorporated
pursuant to the laws of B.C. under # 231,735;
`Member' means a person admitted to membership in accordance
with the provisions in chapter 3, and who remains in good
standing;
`Directors' means the directors of the company for the time
being;
`Company Act' means the Company Act of the Promince of
British Columbia from time to time in force and all amendments to
it;
`Register' means the register of members to be kept pursuant
to the Company Act;
`Registered Address' of a director means his address as
recorded in the company's register of directors to be kept
pursuant to the Company Act;
`Team' means a team of members comprising the basic unit of
production within the company, assembled for the purpose of, but
not limited to, operating a certain enterprise or division of the
company or attending to a certain aspect of its business;
@section(Person reference)In this agreement, unless the context
otherwise requires, words importing the singular include the
plural and vica versa, words importing persons include
corporations, words importing the masculine gender are used
interchangeably and equally with those importing the feminine
gender to imply either gender.
Each member is entitled to a copy of these articles and the
memorandum upon request, free of charge.
@chapter(MEMBERSHIP)
@section(Signing)All members of M.U.M.S. Corp. must sign a copy
of schedule B before becoming a member.
@section(Original Members)The original members of M.U.M.S. Corp.
are those people listed in Schedule A. Original members have
no special rights or privileges beyond those of any other member.
@section(Restrictions)Any person over the age of sixteen years
may be admitted to membership. The application shall be made
to the personnel team of the company which may accept, refuse of
postpone it after a mandatory probation period consisting of at
least 35 hours of work. Only real people may be members; this
excludes companies, societies, committees and other such entities
from membership.
@section(Responsibilities)The rights and responsibilities of an
individual member are:
a) To take an active role in the governance and
administration of the company;
b) To adhere to such other principles and meet other such
responsibilities as the company shall from time to time establish
pursuant to these articles;
c) To evaluate the quality of one's own work and that of others.
A member in good standing shall be defined as one who has
met these responsibilities, and who complies with all other rules
and policies adopted by the company.
@section(Non-member workers)Workers who are not members will be
paid standard wages, but will not receive any member priviledges.
@section(Fee)A fee of one cent ($.01) for one (1) share only
shall be required on becoming a member.
@section(Leaving)A member has the option to discontinue his
membership at any time and for any reason. Such person shall
immediately surrender all credit privileges. The former
member shall be entitled to receive one half (1/2) of the profits
to which his credits would have entitled him as discerned by the
directors in accordance with section 4.9. Such person shall
also surrender his share for which he will be refunded one cent
($.01).
@subsection(Natural Termination)If a member dies or becomes
insane or if the number of credits held by a member drops below
fifteen(15) then that member shall no longer be a member.
@section(Personnel Team)The personnel team consists of members
elected at a general meeting to process membership applications.
The criteria for accepting membership applications shall be
decided by the current members at a general meeting. The
personnel team shall follow this criteria.
@subsection(Elections)The personnel team shall consist of at
least three(3) persons, at least one third of whom shall be
appointed by the directors, and the rest shall be elected for a
six (6) month term at alternate regular general meetings. Any
decision to change the size of the personnel team shall lie with
the membership, except that for the purpose of hiring and
carrying out the procedures required for hiring, the directors
may add to the personnel team a person or persons as necessary.
Any member so added shall cease to be a member of the personnel
team on completion of the procedures required for hiring.Every
member of the personnel team shall be a member in good standing
of the company.
@subsection(Removal)To remove any member of the personnel team,
the members in general meeting must pass a resolution to that
effect.
@section(Expulsion)Where a member fails to meet the
ongoing requirements of the company, the directors may place the
member on probation for such term and under such conditions as
they see fit. At the end of the probationary term, the term
may be extended, the member may be reinstated, or the member may
be expelled if the membership passes a resolution to that effect.
@chapter(OWNERSHIP & PROFIT SHARING)
@section(Shares)The directors shall allot one (1) class A share
only to each member for a fee of one cent ($.01) per share.
@section(Share Definition)Class A shares are non-voting,
non-dividend shares entitling the holder to membership privileges
only (Voting and dividend privileges depend on the number of
credits held outlined in section 4.9).
@section(Joint Holding) No class A shares shall be held jointly.
@section(Transferability) Class A shares are not transferable. On
loss of membership for any reason, a class A shareholder shall
return her share to the company for a refund of one cent.
@section(certificate)Every share certificate issued by the
company shall be in such form as the directors approve and shall
comply with the Company Act.
@section(Replacement)If any share certificate is worn out or
defaced, then, on production of that certificate to the directors
they may order it to be cancelled and may issue a new certificate
in it's place: and if any share certificate is lost or destroyed,
then, on proof of the loss or destruction to the satisfaction of
the directors and, on paying the company the fee of one doller
($1.00), a new certificate in place of the lost or destroyed
certificate shall be issued to the person entitled to it.
@section(Other Classes of Shares)Other share classes may be
created by the directores at any time but none shall have voting
privileges and any such creation shall be subject to approval by
the members at the next general meeting.
@section(The Credit System)
a) Only members shall earn credits.
b) A member shall earn one credit for each hour worked
during a calendar quarter.
c) At the beginning of each calendar quarter, the total
number of credits held by each member shall be halved. These
shall then be added to any credits earned in the new quarter.
d) There shall be no fractional credits. Any fraction
shall be rounded to the closest whole number and halves shall be
rounded down.
e) No credit shall be earned jointly.
f) Credits shall not be transferred.
@section(Credit privileges) a) Each credit entitles the
holder to one(1) vote at a general meeting.
b) Each credit entitles the holder to one(1) portion of the
profits as defined in chapter 8 which shall be
determined and distributed at the end of each calendar quarter.
A portion shall be determined by the ratio of each credit to the
total
number of credits held at the end of any calendar quarter.
@section(Debts of Members) a) The company may withhold the
distribution of a members portion of profits in order to apply
the amount of such portion to a debt owing the company by the member.
b) A member whose debt to the company remains outstanding
after the application of profits in accordance with subparagraph
a), shall be required to discontinue her membership and shall
forfeit her entitlement to credits. The member may be
reinstated without a probation period if the amount outstanding
is paid in full.
@chapter(MEETINGS)
@section(Regular General Meetings; Time & Place)A regular general
meeting shall be held within 7 days of the last day of each
calendar quarter at a time and place to be determined by the
directors.
@section(Calling a Meeting)Any member or group of members holding
at least 20% of the total credits in the previous calendar
quarter may cause a special general meeting to be called by the
directors. The announcement shall follow the procedure as
described in section 5.4, and shall be issued no more than three
(3) days from receipt by the directors of the request for the
meeting.
@section(Directors calling a Meeting)The directors may call a
special general meeting on their own initiative.
@section(Announcing a Meeting)Announcements of a regular or
special general meeting shall be posted conspicuously at the
company's regular work-place(s) in clear english announcing the
place, day, time of day of the meeting, and the agenda to be
discussed at that meeting at least seven (7) days before the
meeting, and members shall be notified at least seven(7) days
before the meeting by any means, considered by the director(s),
most likely to ensure recept by the member(s).
@section(Inspection of Documents)If the inspection of a document
is required to properly accomplish any business at a meeting,
then notice shall be given as to where this document may be
inspected prior to the meeting. The document shall also be
available at the meeting.
@section(Chairperson)The directors shall provide, from their
number, one member to serve as chairperson for the general
meetings, unless the members at that meeting decide otherwise; in
which case, the members shall elect a chairperson.
@section(Quorum)There shall be no quorum necessary at a general
meeting.
@section(Agenda) Members shall be responsible for acquainting
themselves with the issues on the agenda before the meetings.
@section(Adjournments)With the consent of the members at a
general meeting, the chairperson may adjourn the meeting from
time to time, and from place to place. The adjourned meeting
shall take place within ten (10) days of the original meeting.
Notice shall be given as in section 5.4 although it is not
necessary to give notice of the agenda as it shall not be
different from the agenda of the original meeting.
A poll demanded on a question of adjournment shall be taken
at the meeting without adjournment.
@section(Elections)Elections shall take place at bi-annual
regular general meetings.
@section(Substitution)A special general meeting may take the
place of a regular general meeting.
@chapter(VOTING)
@section(Unanimity & Majority)All meetings of the company shall
attempt to reach unanimity on issues which come before the members
present. In the event that unanimity cannot be attained, the
chairperson may call for a vote, at which time the question shall
be decided by a majority of votes including proxy votes.
@section(Voting)On a show of hands or on a poll, every member
present and every proxy member, shall be entitled to one vote per
credit held.
@section(Proxy)Members may vote by proxy, and the instrument
appointing a proxy may be in a form approved by the directors,
mutually convenient to the parties involved and signed by the
person giving her proxy.
@section(Distributing Votes)A member entitled to more than one
vote need not, if she votes, cast all her votes in the same way.
@section(Results)In the case of a vote by the show of hands, the
declaration of the chairperson to the meeting shall be conclusive
evidence of the result, unless two or more members before or on
the declaration of the result demand a poll, which shall then be
taken.
@chapter(TEAM OF DIRECTORS)
@section(Eligibility)Only members in good standing shall be
directors.
@section(Job Description)The business of the company shall be
supervised by the directing team who shall be subject to these
articles, the Company Act and Canadian Law and shall be
responsible to the membership in general meetings.
@section(Number and Votes of Directors)There shall always be an
odd number of directors, and each director shall have one (1)
vote at a directors meeting.
@section(Term)The term of office for a team member shall be 18
months, except as provided for in section 7.5. The terms of
the team member shall be staggered so that one member is elected
every six months.
@section(The First Team)The first Team of directors shall be
elected during January 1984 at a general meeting by a poll. Three
(3) directors shall be elected, their terms running 18 months, 12
months, and 6 months.
@section(Chairperson & Vice-chairperson)The team shall be chaired
by the team member in the final semester of her term. The
position of vice-chairperson shall be filled by the team member
in the next to final semester of his term.
@section(Re-election)A team member shall be eligible for
re-election on the expiration of her term. For the purposes of
section 7.6, a member who is re-elected shall be considered to be
in the first semester of his term.
@section(Electing more Directors)When and if the general
membership sees fit to increase the number of directors on the
team, the above principles will be followed except that the term
for which a director is elected will last for the same number of
6 month semesters as there are directors on the board, with one
directors term expiring every 6 months.
@section(Removal)The members, in general meeting, may remove any
director before the expiration of her term of office by passing
a
60% majority resolution to that effect. The director in
question may vote on this issue.
@section(Filling Vacancies)Any casual vacancies on the team shall
be filled by appointment by the directors. The term of any
director so appointed shall expire at the next general meeting.
At that time, whichever member is elected to fill this vacancy,
shall hold office only as long as the original director would
have held office had he not vacated.
@section(Conflict of Interest)No director shall partake in any
decision involving a conflict of his interests.
@section(Minutes)Minutes shall be kept by the team in books
provided for this purpose:
a) of the names of all directors present at each meeting of
the team or committee of the team,
b) of all resolutions and predeedings of all meetings of the
team, committees of the team and of the membership, and
c) of all appointments to the team and committee positions.
@section(Place & Quorum of Meetings)All meetings of the team
shall be held in the province and the quorum necessary for the
transaction of business shall be fixed by the team, and unless so
fixed, shall be three(3).
@section(Regulating Meetings)The directors shall meet together
regularly for the dispatch of business, and may adjourn and
otherwise regulate their meetings as they think fit. Questions
arising at any meeting shall be dealt with according to the
procedure described in section 6.1.
@section(Calling a Meeting)Any member of the team may call a
meeting of the team.
@section(Signing a Resolution)A resolution signed by all the
directors shall have the same force and effect as if passed at a
duly constituted meeting of the team.
@section(Delegation)The directors may delegate any, but not all,
of their powers to committees consisting of such people as they
think fit. Any committee so formed shall conform to any
rules that may from time to time be imposed on it by the
directors, and shall report every act to the earliest meeting of
the directors to by held next after it has been done.
@section(Absenteeism)Any director who may be absent temporarily
may file, at the registered office of the company, a waiver of
notice of any meeting of the directors and may, at any time,
withdraw the waiver, and until the waiver is withdrawn, no notice
of directors' meetings'meetings shall be sent to that director;
and all
directors' meetings, notice of which has not been given to that
director, shall, providing a quorum is present, be valid.
@section(Appointing Officers)All appointment of officers shall be
made by the directors at such renumeration as the directors think
fit.
@chapter(FINANCIAL)
@section(Security)Every employee of the company having receipt of
charge of money may, before entering upon her duties, be required
to give such security as may from time to time be deemed
advisable to the directors.
@section(Directors spending limit)The directors may not lend, or
invest in long term assets, any part of the funds of the company
exceeding two thousand five hundred dollars ($2,500) cumulative,
with a $500 limit on any individual item, between general
meetings,without the membership passing a resolution in general
meeting authorizing such expenditure.
@section(Directors borrowing limit)The directors may raise or
borrow or secure the payment of money for the purposes of the
company, but no debentures shall be issued nor shall the amount
at any one time owing in respect of money so raised, borrowed or
secured exceed the amount of capital subscribed on section 8.2
without the sanction of a resolution by the general members.
@section(Accounts)The directors shall cause true accounts to be
kept
a) of all sums of money received and disbursed and the
manner in which such receipt and disbursement takes place; and
b) of the assets and liabilities of the company.
@section(Records)The books of account shall be kept at the
registered office of the company, and may for temporary purposes
be kept at such other place or places as the directors think fit,
and shall at all reasonable times be open to the inspection of
the members.
@section(Profits)Every quarter, at the discretion of the
directors, the company shall set aside out of its surpluses, such
sum as is required towards the reserve fund for meeting
contingencies. At each regular general meeting, the members
may, by resolution, direct that the remaining surplus or any part
of it be invested in the manner set out in such resolution.
Any
surplus, not so dealt with, shall be `profit' and shall be
distributed in accordance with the provisions of section 4.5.
The distribution shall usually be by cheque but may also be
in the form of assets which are mutually agreeable to the
recipient and the directors.
@section(Time of Profit Distribution)Any distribution of profits
for a calendar quarter shall take place within seven (7) days
from the end of that quarter or within 7 days after the regular
meeting for that quarter; whichever is later.
@chapter(DISPUTES)
@section(disputes)Any disputs arising out of the affairs of the
company between a member or anyone who has been a member within
the previous year, and the company or a member shall be dealt
with in a manner approved by the members in general meeting.
Any ruling arrived at in such a manner shall be binding on all
parties and may be enforced on application to a County Court.
@chapter(NOTICES)
@section()A notice under this agreement may be given by the
company using any means, considered by the director(s), most
likely to ensure its receipt by the members.
@chapter(ALTERATION OF AGREEMENT)
@section()Any provision, except section 11.2, of this agreement
may be altered by means of a 75% majority resolution of the
members.
@section(Altering the Dissolution Agreement)The dissolution
agreement and this sentance cannot be altered.
@chapter(DISSOLUTION)
@section()In the event of the dissolution of the company for
whatever reason and in whatever manner, the whole of the surplus
remaining after discharge of all obligations, liabilities and
debts of the company shall be paid over to an organization or
organizations having
a) objects altogether or in part similar to those of the
company for use in co-operative education,extablishment of other
co-operative associations, worker owned companies, or aiding and
strengthening collective co-operative enterprise and worker
self-management.
b) a provision such as this one in its rules which ensures
that the decision to dissolve the organization will not
financially benefit those who make that decision.
The precise destination of the surplus will be decided at
the last general meeting in accordance with these guide-lines.
@chapter(SCHEDULE A)
The original members of M.U.M.S. Corp. are;
@chapter(SCHEDULE B)
I,
of in the city
of Vancouver,B.C., wish to become a member of M.U.M.S. Corp..
I have read the M.U.M.S. Corp. agreement and agree to abide by,
and be bound by it and any amendments to it.
DATED the________day of______________________1984.
SIGNED________________________________________________
TEL.NO.______-________
_
|
|
