ENACTED pursuant to The Manitoba Honey Marketing Plan (herein referred to as the "Plan") being Manitoba Regulation 244/87R.

BE IT ENACTED and it is enacted as a By-Law of The Manitoba Beekeepers' Association (herein referred to as the "Producer Board") as follows:

1. In this By-Law "registered producer" includes each registered honey producer, and all such producers, as the context may require, and includes each designated representative, where the context may require.

2. (1) The appointment of designated representatives shall be subject to the following rules:

(a) The appointment of a designated representative and the rescission of any such appointment shall be made in writing by the proper signing officers or officials of a registered producer, in such form as may be prescribed for such purpose from time to time by the Producer Board and as otherwise may be acceptable to the Producer Board. All such appointments and rescissions of appointments shall be effective upon receipt at the head office by the Producer Board.

(b) In the case of a corporation that is a registered producer, no individual may be appointed as the designated representative of that corporation unless that individual is the registered holder of at least 10% of the issues voting shares of that corporation.

(c) In the case of partnership that is a registered producer, no individual may be appointed as the designated representative of that partnership unless that individual is the beneficial owner of at least 10% of the assets of the partnership and is entitled to at least 10% of the income of that partnership.

(d) In the case of a Hutterite Colony or a corporation controlled by a Hutterite Colony that is a registered producer, no individual may be appointed as the designated representative of that Hutterite Colony unless that individual is a member of that Hutterite Colony.

(e) No individual may be appointed as a designated representative of more than one registered producer, and no individual who is a registered producer may be appointed as the designated representative of another registered producer.

(f) No individual may be appointed as a designate representative unless that Individual is a permanent resident of Manitoba and has attained the age of majority.

(2) All designated representatives shall be entitled to receive notice of, and to attend any Annual or Special General Meeting of registered producers and shall, for the purpose of this By-Law, be treated as if they are registered producers.

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(1) The Secretary of the Producer Board shall prepare a list of the registered producers and designated representatives within thirty (30) days following the end of each fiscal year of the Producer Board.

(2) The list referred to in subsection (1) shall be posted for public viewing at the Producer Board as soon as it is prepared. The Secretary of the Producer Board shall make any necessary changes to such list from time to time, provided however that no such changes shall be made during the period of time commencing 30 days prior to the holding of any Annual or Special General Meeting of registered producers and terminating at the conclusion of such Annual or Special General Meeting.

(3) Notwithstanding anything herein contained, in the event a producer ceases to be a registered producer, the Secretary of the Producer Board shall amend the list referred to in subsection (1) hereof by deleting therefrom, the name of such former registered producer or the designated representative appointed by such former registered producer.

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(1) An Annual Meeting of registered producers shall be held each year within six (6) months following the fiscal year end of the Producer Board, on such date and at such time and place as determined by the Producer Board.

(2) The Annual Meeting shall be called for the purpose of receiving the Annual Report of the activities of the Producer Board for the last fiscal year (which Annual Report shall contain those items set out in the Plan), electing Members of the Producer Board, appointing a qualified auditor, and transacting such other business as may come before the meeting.

(3) A Special General Meeting of registered producers may be called at any time by the Producer Board whenever deemed necessary and shall be held at such time and place as the Producer Board appoints.

(4) The Producer Board shall call a Special General Meeting of registered producers upon written requisition signed by not less than twenty (20%) percent of the registered producers and designated representatives, such requisition to state clearly the nature and purpose of the business to be transacted at such meeting.

(5) Notice of any Annual or Special General Meeting of registered producers shall be delivered or sent by mail to each registered producer in the case of individuals, and to each designated representative, as same are shown on the list prepared pursuant to subsection 3(1) hereof, at least ten (10) days prior to the holding of such meeting.

(6) Notice of any Annual or Special General Meeting of registered producers shall state the date, time and place of such meeting, and in the case of a Special General Meeting, shall state the nature of the business to be transacted at such meeting.

(7) All Annual or Special General Meetings of the registered producers shall be held within the Province of Manitoba.

(8) The proceedings of any Annual or Special General Meeting shall not be invalidated by reason of any omission to give notice of the meeting, or the non-receipt of notice by a registered producer or designated representative, unless it can be shown that such default would have reversed the result of a ballot or a vote of the meeting.

5

(1) At any Annual or Special General Meeting of the registered producers, fifteen (15%) percent of the registered producers and designated representatives shall constitute a quorum.

(2) If, within one (1) hour from the time appointed for any Annual or Special General Meeting or registered producers, a quorum is not present, the meeting, if convened upon the requisition of registered producers and designated representatives, shall be automatically dissolved; and in any other case shall stand adjourned and the Producer Board, upon giving proper notice, shall reconvene such meeting no sooner than ten (10) days and no later than thirty (30) days of such adjournment, at which time the number of registered producers and designated representatives-present shall constitute a quorum.

(3) A resolution put to a vote shall be decided by a show of hands, unless a secret ballot is demanded, and where a ballot is demanded, it shall be taken in such manner as the chairperson directs.

(4) Only individuals who are registered producers or who are designated representatives of registered producers shown on the list referred to in subsection 3(1) hereof may vote at Annual and Special General Meetings of registered producers.

(5) Each individual registered producer and each designated representative shall have one (1) vote on any question to be decided at any Annual or Special General Meeting of registered producers. No person shall vote by proxy.

(6) The chairperson, if otherwise eligible, shall have the right to vote on all questions, but in the case of a tie, the motion shall be declared lost, provided that if the chairperson refrained from initially voting on a question, he/she may cast a vote to break such tie.

(7) In the case of a question or dispute over the procedure to be followed in conducting a vote or carrying on the business of an Annual or Special General Meeting of registered producer, Robert's Rules of Order shall be followed except where inconsistent with this By-Law.

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(1) As provided in the Plan, the Producer Board shall consist of twelve (12) Members who shall at all time be registered producers or designated representatives.

(2) The election of Members of the Producer Board shall take place during the time set aside at each Annual or Special General Meeting of registered producers for the election of Members.

(3) Upon enactment of Administration By-Law 1/92, the Annual Meeting of registered producers will be held to elect twelve (12) Members whose initial terms of office shall be as follows:

(i)Four (4) Members will be elected for a one (1) year term.

(ii)Four (4) Members will be elected for a two (2) year term.

(iii) Four (4) Members will be elected for a three (3) year term.

(4) Members elected to the Producer Board in accordance with this By-Law to replace those Members whose term of office has expired shall hold office for a term of three years, until their successors take office.

ELIGIBILITY TO HOLD OFFICE AS A MEMBER

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(1) An individual shall be eligible to hold the office of a Member of the Producer Board if that individual is listed on the list referred to in subsection 3(1) hereof at the commencement of the Annual Meeting at which the election is to be held.

(2) The list provided by the Secretary of the Producer Board to the chairman of the Annual Meeting prepared pursuant to subsection 3(l) hereof shall conclusively determine the eligibility of nominees.

(3) If otherwise qualified, a retiring Member of the Producer Board shall be eligible for re-election.

NOMINATING COMMITTEE

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(1) The Producer Board shall, by resolution, appoint a Nominating Committee made up of registered producers and designated representatives at least one ( 1 ) month prior to the end of each fiscal year of the Board. The Nominating Committee shall prepare a slate of candidates eligible for election as a Member of the Producer Board in which the terms of office of Members of the Producer Board are about to expire. Each such candidate must have signified to a member of the Nominating Committee, either verbally or in writing, his acceptance of the nomination. Such Report shall be forwarded to the Secretary of the Producer Board no later than two (2) weeks prior to the date of the next Annual Meeting or registered producers.

(2) The Report of the Nominating Committee shall be sent to each registered producer and designated representative with the notice of the Annual Meeting of registered producers.

NOMINATION OF MEMBERS

9.

(1) The registered producers and designated representatives attending such Annual Meeting shall elect the Members of the Producer Board to replace the Members whose term of office are about to expire. Each Member of the Producer Board so elected shall take office at the conclusion of such Annual Meeting and shall hold office for a term of three years until his successor takes office.

(2) Nominations for the office of Member of the Producer Board may be made by any individuals eligible to hold the office of a Member and may be made verbally or in writing by any such individual prior to the conduct of such election.

(3) Any nominee for the office of Member must be present at the Annual Meeting and must accept such nomination, or must have signified in writing accepting the nomination and such writing shall be handed to the chairperson of the Annual Meeting at the time such nomination is made.

ELECTION PROCEDURE FOR MEMBERS

10.

(1) Nominations shall be closed by a motion passed by a majority of those present and entitled to vote in the election of a Member.

(2) If only four nominees are nominated as Members, the chairperson shall declare such persons elected as Members.

(3) If an election is required, the chairperson shall conduct a vote by secret ballot.

(4) Three (3) scrutineers, who are not nominees, shall be appointed by the chairperson or by the meeting, for the purpose of ascertaining and declaring the results of the election.

(5) In the case of a tie between or among the candidates to be declared elected obtaining the highest number of votes, their names shall be submitted to a further ballot.

(6) In the case of a question or dispute over the procedure to be followed in conducting a vote to elect a Member or Members, the chairperson of the meeting shall determine the procedure to be followed.

VACATION OF OFFICE AS A MEMBER OF THE PRODUCER BOARD

(1) The Office of a Member of the Producer Board shall automatically be vacated in any of the following cases:

1. if the Member if absent from three (3) consecutive meetings of the Producer Board, unless the reason for the Member's absence is acceptable to a majority of the other Members of the Producer Board;
2. if the Member ceases to be a registered producer or a designated representative;
3. if by notice in writing to the Producer Board, the Member resigns the office; li>if the Producer Board passes a resolution stating that the Member has failed to adhere to the provisions of this By-Law dealing with Conflict of Interest;
4. if any Annual or Special General Meeting of registered producers passes a resolution of which notice to remove is given, declaring the Member's office to be vacant;
5. (f) if the Member is convicted of an indictable offence making the Member iable to imprisonment for three (3) months or more;
6. if the Member is declared to be of unsound mind; or
7. if the Member is an undischarged bankrupt.
   

(2) In the event of a vacancy occurring on the Producer Board as a result of a Member ceasing to be a Member of the Producer Board coinciding with the holding of an Annual or Special General Meeting, an election shall be held to fill the vacancy for the balance of the term of office of such Member; in all other events, the other Members of the Producer Board may appoint a registered producer or a designated representative to fill a vacancy until the conclusion of the next Annual or Special General Meeting of registered producers, at which time an election shall be held to fill the vacancy for the balance of the term of office of such Member.

MEETINGS OF THE PRODUCER BOARD

12.

(1) The Producer Board shall hold meetings at least once every ninety (90) days.

(2) The chairperson, or in his/her absence the vice-chairperson, shall call all meetings of the Producer Board and shall give five (5) days' notice in writing mailed to each Member of the Producer Board at his/her usual place of abode, or two (2) days' notice thereof, by telephone or telegram, or in person.

(3) Required notice of Producer Board meetings under subsection (2) above may be waived by the consent of two-thirds (2/3) of all of the Members, confirmed in writing or by vote provided that all Members have been notified of such meeting; and any meeting so called and held shall be deemed to have been duly called and constituted.

(4) Failure to give notice or obtain consent as required by subsections (2) and (3) above, shall not invalidate the proceedings of any meeting of the Producer Board, unless it can be shown that the vote of the Member or Members who did not consent to waiving the notice, would have reversed the vote taken.

(5) The chairperson, or in his/her absence the vice-chairperson, shall call a meeting of the Producer Board at any time at the request in writing of any four (4) Members, such requisition to state clearly the business to be transacted.

(6) As provided in the Plan, a majority of the Members of the Producer Board shall constitute a quorum at any meeting of the Producer Board.

(7) Questions arising at any meeting of the Producer Board shall be decided by a majority of votes thereat.

(8) The chairperson shall have the right to vote on all questions, but in the case of a tie the motion shall be declared lost, provided that if the chairperson refrained from initially voting on a question, the chairperson may cast a vote to break such a tie.

(9) No order, regulation or directive of the Producer Board which must be filed under The Regulations Act, and no standing policy of the Producer Board shall be passed, amended, repealed, or other substituted thereof unless written notice has been given to each Member of the Producer Board at least 10 days prior to the holding of the meeting called to consider same, indicating the effect of the proposal, provided that such notice may be waived at the meeting called to consider same with the consent of two-thirds (2/3) of the Members of the Producer Board.

(10) No motion or resolution passed at any meting of the Producer Board shall be reconsidered at that meeting without the consent to such reconsideration by at least two-thirds (2/3) of the Members present at such meeting.

(11) In the case of a question or dispute over procedure to be followed in the conducting of a vote or carrying on the business of a meeting of the Producer Board, Robert's Rules of Order shall be followed except where inconsistent with this By-Law.

(12) A resolution, in writing, signed by all of the Members shall be valid and effectual as if it had been passed at a meeting of the Producer Board duly called and constituted, and held on the date thereof.

(13) A Member may, if all the Members consent, participate in a meeting of the Producer Board by means of such telephone or other communication facilities as permit all persons participating in the meeting to hear each other, and a Member participating in the meeting by that means as deemed for the purposes of this By-Law to be present at that meeting.

(14) All acts done by any meeting of the Producer Board or by any person acting as a Member, shall be valid and subsisting notwithstanding that it be afterward discovered that there was some defect in the appointment of any such Member or person to act as aforesaid, or that they or any of them were not qualified to be a Member, nor shall any act by a meeting of the Producer Board be declared invalid because of any non-essential omission in the passing thereof.

OFFICERS

13.

(1) The chairperson and the vice-chairperson shall be elected in accordance with the Plan. The Members of the ProducerBoard shall also elect from among themselves an Executive Member following enactment of this By-Law, and annually thereafter at the first meeting of the Producer Board following the-Annual Meeting of the registered producers in each year, and the Executive Member so elected shall hold office until a successor is elected. The Members of the Producer Board may also appoint a Secretary and a Treasurer who may or may not be Members of the Producer Board.

(2) In the absence of both the chairperson and the vice-chairperson or their inability to act, the Producer Board shall, within two weeks of the date on which both offices become vacant, appoint successors from among the Members of the Producer Board.

(3) The duties of the chairperson shall be as follows:

(a) shall preside at all meetings of the Producer Board, of the Executive Committee, and of Annual and Special General Meetings of producers.

(b) shall arrange for the calling of all meetings of the Producer Board.

(c) shall be a voting member of all committees appointed by the Produce Board.

(d) shall perform such other duties as are incident to the office of chairperson of of the Producer Board or as may be required from time to time by the Producer Board.

(4) The duties of the vice-chairperson shall be as follows:

(a) in the absence of the chairperson or his/her inability from any cause to act, the vice-chairperson shall discharge the duties of the chairperson.

(b) should the office of the chairperson become vacant, the vice-chairperson shall act until such time as the Producer Board may appoint a successor.

(c) shall carry out such duties as the Producer Board may assign to him/her.

(5) The duties of the Secretary shall be as follows:

(a) shall attend all meetings of the Producer Board, of the Executive Committee, and all Annual and Special General Meetings of registered producers, and keep or cause to be kept correct minutes of same, and keep the Producer Board informed with respect to the minutes of any Special Committee meetings.

(b) shall have charge of the Seal of the Producer Board.

(c) shall conduct or cause to be conducted the correspondence of the Producer Board and have charge or control over all -such records, books, papers and documents as may be ordered by the Producer Board.

(d) shall prepare such lists of registered producers and designated representatives as are specified in this By-Law.

(e) shall perform such other duties as the Producer Board may assign to him/her.

EXECUTIVE COMMITTEE

14.

(1)There shall be an Executive Committee consisting of the chairperson, the vice-chairperson, and the executive member. During the intervals between the meetings of the Producer Board, the Executive Committee shall possess and may exercise (subject to any restrictions which the Producer Board may from time to time make) all of the powers of the Producer Board in the management and direction of the day-to-day operation of the Producer Board (save and except only such acts as must by the Act or the Plan be performed by the Producer Board itself) in such manner as the Executive Committee may deem best in the interest of the Producer Board in all cases in which specific direction shall not have been given by the Producer Board. All actions of the Executive Committee shall be reported to the Producer Board at the meeting next succeeding such actions and shall be subject to revision or alteration by the Producer Board, provided that no acts or rights of third parties shall be affected or invalidated by any such revision of alteration.

(2) The Executive Committee shall (subject to the provisions of this By-Law) fix its own rules and procedures from time to time and shall meet where and as provided by such rules or by resolution of the Producer Board, but in every case the presence of a majority of the members of the Executive Committee shall be necessary to constitute a quorum; provided, however, that a resolution signed by all of the members of the Executive Committee shall have the same force and effect as if the same had been duly and regularly passed by the Executive Committee at a meeting properly called and held for that purpose.

CONFLICT OF INTEREST

15.(1)The Guidelines annexed hereto and marked Schedule "A" shall be adhered to by each Member of the Producer Board.

(2)Within a reasonable time following an individual's appointment as a Member of the Producer Board, and prior to March 1st in each calendar year, each Member of the Producer Board shall disclose in writing to each of the other Members of the Producer Board all business, commercial or financial interests where such interests may conceivably be construed as being in actual or potential conflict with the Members' duties and responsibilities as a Member of the Producer Board.

(3)Each Member of the Producer Board who is in any way directly or indirectly interested in a proposed contract or a contract with the Producer Board shall declare his interest at a meeting of the Producer Board. In the case of a proposed contract, the declaration shall be made at a meeting of the Producer Board at which the question of entering into the contract is first taken into consideration, or, if the Member is not at the date of that meeting interested in the proposed contract, at the next meeting of the Producer Board held after he/she becomes so interested; and, where the Member becomes interested in a contract after it is made, the declaration shall be made at the first meeting of the Producer Board held after the Member becomes so interested. After making such declaration, the Member shall absent himself/herself from any portion of the meeting of the Producer Board or of a committee of the Producer Board which discusses any topic with respect to such proposed contract and shall not participate in voting in respect of such proposed contract.

(4)No material contract shall be entered into between the Producer Board and any other member, officer, employee or agent of the Producer Board or any other person (including an individual, corporation, partnership or association) where:

(a)that person, if unincorporated, is a member of the immediate family of any Member, officer, employee or agent of the Producer Board; or

(b)that person, if incorporated, is a corporation of which a Member, officer, employee or agent of the Producer Board is a director, officer, employee or agent, or which such Member, officer, employee or agent of the Producer Board has any direct or indirect financial interest; provided however that such latter prohibition shall not apply:

(i) to a cooperative that is a processor of honey, merely because a member of the Producer Board is a member of that cooperative, or

(ii) to a public corporation that is a processor of honey, merely because a Member owns shares in that corporation, provided the direct or indirect ownership of such shares by such Member is less than 5% of all of the voting shares issued by that corporation.

(5)From time to time the Producer Board may, by resolution, refer any issue as to whether or not a contract is a material contract, or as to whether or not a Member has adhered to the provisions of this section or to the Guidelines annexed as Schedule "A", to The Manitoba Natural Products Marketing Council for a decision, and the finding of the said Council shall conclusively determine the issue.

 

 

HEAD OFFICE

16. The head office of the Producer Board shall be at such place therein the Province as the Producer Board may from time to time decide.

 

SEAL

17. The seal of the Producer Board shall be in such design as shall be determined by the members of the Producer Board and shall include the words "The. Manitoba Beekeepers' Association".

REPEAL

18. By-Law No. 1/84 is repealed.

AMENDMENTS

19. This By-Law may be repealed, amended, or re-enacted as provided in the Plan.

ENACTED this 15th day of September, 1992 by a majority vote of the Members presented and entitled to vote at a Producer Board Meeting.

AS WITNESS the Corporate Seal of The Manitoba Beekeepers' Association.

 

APPROVED by The Manitoba Natural Products Marketing Council this 21st day of October, 1992.

 

 

 

 

 

THE MANITOBA BEEKEEPERS' ASSOCIATION

SCHEDULE "A" TO BY-LAW NO. 1/92

Conflict of Interest Guidelines

1. A Member should not put himself/herself in a position where he/she is under obligation to any person who might benefit from special consideration or favour on his/her part or seek in any way to gain special treatment from any such person. Equally, a Member shall not have a pecuniary interest that could conflict in any manner with the discharge of his/her official duties on behalf of the Producer Board.

2. No conflict should exist or appear to exist between the private interests of a Member and his/her official duties with the Producer Board. Upon appointment to office, a Member should arrange his/her private affairs in a manner that will prevent conflict of interest from arising.

3. The fact that a Member is also a primary producer (or the designated representative of a primary producer) of the regulated product shall not in itself be deemed to be a conflict of interest. Similarly mere membership in a cooperative that processes honey, or sells beekeeping equipment shall not in itself be deemed to be a conflict of interest. The direct or indirect ownership of less than five (5%) percent of the shares of a corporation that processes honey, or sells beekeeping equipment, shall not in itself be deemed to be a conflict of interest.

4. A Member should exercise care in the management of his/her private affairs so as not to benefit or appear to benefit, from the use of information acquired during the course of his/her official duties, which information is not generally available to all producers and the public.

5. A Member should not place himself/herself in a position where he/she would derive a special benefit or interest, direct or indirect, from contracts or other financial arrangements entered into by the Producer Board.

6. A Member should not accord, in the performance of his/her official duties, preferential treatment to immediate family members or to organizations in which he/she or his/her immediate family members have an interest, financial or otherwise. Although these guidelines do not formally apply to spouses or dependent children, it is important that a Member bear in mind his/her individual responsibility to prevent conflicts of interest, including those that might conceivably arise out of dealings in property or other holdings, owned or managed in whole or in part, by his/her spouse or dependent children.

7. A Member who is in a position to approve or recommend the approval of new, or the revision of existing, Regulations, orders, policies, or programs should not place himself/herself in a position where his/her immediate family members or business associates may derive special benefit or interest.

8. Should situations arise in which a Member is in a position to exercise judgement in the application of Producer Board Regulations, Orders, policies or programs with respect to matters involving special benefit to his/her immediate family members or business associates, such Member should declare such interest and refrain from participation in any decision thereof.

9. A Member should hold no outside directorships, office or employment that could place on him/her demands inconsistent with his/her official duties or call into question his/her capacity to perform those duties in an objective manner.