Stocksy United is a cooperative. As such, each Member in the co-op must agree to adhere to the Rules.
These Rules define the obligations of each Stakeholder Class and member, and enable the organization to operate and share profits with its members. Rules are equivalent to Bylaws, but the title of the document is directed by the province in which the co-op is incorporated.
STOCKSY UNITED RULES
Table of Contents
Membership
1.1 Open membership
1.2 Application for membership
1.3 Age qualification
1.4 Effective date of membership
1.5 General rights and obligations of membership
1.6 Membership classes and qualifications
1.7 Joint members
1.8 Notice of death or bankruptcy of a member
1.9 Voluntary account closure
1.10 Termination of membership
1.11 Appeal of termination of membership
1.12 Account offboarding
1.13 Cooperative’s information
1.14 Register of Members
Shares
2.1 Share structure
2.2 Membership shares
2.3 Transfer of membership shares
2.4 Share redemption
2.5 Shares following death or bankruptcy of a member
Meetings of Members
3.1 Notice of meetings
3.2 Annual general meetings
3.3 Business at annual general meeting
3.4 Record date
3.5 Financial statement
3.6 Special meetings
3.7 Special general meetings
3.8 Notice of special business
3.9 Notice of special resolution
3.10 Quorum
3.11 Chair and secretary for meetings
3.12 Voting
Resolutions
4.1 Resolutions
Directors
5.1 Generally
5.2 Qualifications and duties of directors
5.3 Election or appointment of directors
5.4 Director ceasing to hold office
5.5 Meetings of directors
5.6 Committees and other director info
Officers
6.1 Appointment
6.2 Term, termination, powers, and duties of officers
Directors and officers
7.1 Duties of directors and officers
7.2 Confidentiality
7.3 Conflict of interest and disclosure rules for directors and officers
7.4 Indemnification and insurance of directors and officers
Finance
8.1 Generally
8.2 Powers
8.3 Auditor
8.4 Use of surplus funds
8.5 Reserves
8.6 Patronage Returns
Disputes and Dissolution
9.1 Dispute Resolution
9.2 Dissolution and winding up
Notices and service
10.1 Notice to directors, members, and other persons
10.2 Notice to Stocksy
10.3 Receipt of notice
10.4 Service
10.5 Counting time
10.6 Other
Miscellaneous
11.1 Records
11.2 Other
Interpretation
12.1 Interpretation
12.2 Definitions
12.3 Additional definitions
12.4 Cooperative Association Act governs
Amendment and effective date
13.1 Amendments
13.2 Effective date
1. MEMBERSHIP
1.1 Open membership
Membership in Stocksy is open in a non-discriminatory manner to individuals, partnerships, and entities who meet Stocksy’s criteria below and are willing and able to accept the responsibilities of membership.
1.2 Application for membership
An individual or entity who wishes to become a member must submit an application for membership in the form and process provided by Stocksy and enter into any member agreements, which Stocksy and the board may change from time to time.
A committee or individuals authorized by the directors or leadership may approve or refuse an application for membership.
1.3 Age qualification
To be eligible for membership in Stocksy, an individual must be at least 16 years of age and be able to independently fulfill the requirements of membership. This rule is subject to the employment and contracting rules of the jurisdiction in which the applicant resides and is the responsibility of the applicant to determine.
A member under the age of 18 is not eligible to serve as a director or officer and may be subject to additional agreements.
1.4 Effective date of membership
Membership is effective on the day the application for membership is approved under Rule 1.2.
1.5 General rights and obligations of membership
A member:
Must purchase and own at least one membership share.
Must belong to at least one stakeholder class.
Must be willing and able to accept the responsibilities and abide by the terms of membership, including any applicable member agreements for provided by Stocksy from time to time;
Must complete any application procedure that may be required by the Co-op;
Is expected to represent and support Stocksy in the member’s role as a co-owner of the company and as detailed in any Member Agreements;
Is responsible for maintaining up-to-date contact information on the member’s account;
Has 1 vote on all matters that are voted on by members; and
By uploading content and using the site, is bound by all legal agreements applicable to members as if they had signed a contract with Stocksy.
1.6 Membership classes and qualifications
Membership in Stocksy is separated into 3 classes
Classes of membership shall be separated into 3 stakeholder groups as follows:
Class A – Executive level advisors to Stocksy consisting of no greater than 5 members, each holding no more than 200 shares, with such responsibilities, rights and benefits as set out herein and in any member documents;
Class B – Full-time employees and full-time contractors for Stocksy following at least 90 days of work who continue to act as employees and contractors, with no limits on number of members or shares, with such responsibilities, rights and benefits as set out herein and in any member documents;
Class C – Contributing artists who agree to any membership agreements, with no limits on number of members or shares, each holding no more than 1 share, with such responsibilities, rights and benefits as set out herein and in any member documents.
Subject to the laws of general application as to discrimination, the Association may refuse membership on such grounds as it may determine.
A member may be accepted into more than one class simultaneously, provided they qualify for membership and are accepted in each class.
Members in all classes must sign and deliver any confidentiality, nondisclosure, or other agreements that the board or Co-op may require from time to time for the protection of Stocksy’s business interests.
1.7 Joint members
Two or more individuals may apply in accordance with Rule 1.2 to become a joint member, and, if the application is approved, the joint membership holds the share in joint tenancy.
Joint member voting is governed by the Act, and the joint membership will have one vote only.
Each joint membership must name a primary and secondary contact person.
The signature of the primary or secondary contact in a joint membership will be considered a signature on behalf of the joint member.
Business done by any individual in a joint membership will be considered business transacted on behalf of the joint member.
The liability of a joint member for amounts due to or paid by Stocksy are governed by the Act.
Only one individual of a joint membership is eligible to be considered for a director role at Stocksy at any time.
Individuals in a joint membership may be subject to application procedures, content review, and any member agreements as if they were individual members.
1.8 Notice of death of a member
Notice to Stocksy of the death or bankruptcy of an individual member has the same effect as a notice of intent to withdraw, and Rules 1.9 and 1.12 will apply, however Stocksy may allow that member’s account to remain active for one year before deactivation of content.
Notice to Stocksy of the death of one member of a joint membership does not have the same effect as a notice of intent to withdraw, as Stocksy may treat the surviving joint members as continuing to hold the membership.
1.9 Voluntary Account Closure
Any member may withdraw from Stocksy membership by sending notice via email to [email protected] stating the member’s desire to withdraw from Stocksy.
Withdrawal of a member is effective on the date Stocksy closes the member’s account.
The process of how a member’s assets are handled will be determined by Stocksy and the board from time to time, as defined in the member agreement.
1.10 Termination of membership
Stocksy views termination of membership as a last resort.
Stocksy may terminate the membership of a member in accordance with the Act and following a resolution to do so by 3/4 of the directors, if:
The member has engaged in conduct detrimental to Stocksy; or
In the opinion of the board, based on reasonable grounds, the member has breached a material condition of an agreement with Stocksy, including but not limited to the these Rules and the member agreement; or
The member has not paid money due to Stocksy within a reasonable time after receiving written notice to do so; or
The member is no longer associated with Stocksy, including for Class B members if the member ceases to hold employment or act as a full-time contractor; or
The member ceases to be eligible for membership.
A member whose termination is to be considered at a board meeting may attend a portion of the meeting where their termination is considered in order to make a statement in support of their continued membership. To take advantage of this opportunity following notice to the member, the member should alert any director or executive team member who will then coordinate with the board.
The member will be informed of the outcome of the decision in writing within twenty-four hours after the close of the meeting.
Upon a final determination of termination, the member’s portfolio will become subject to any deactivation policy in place at the time.
1.11 Appeal of termination of membership
A member who is terminated by the board under rule 1.10 may appeal the termination in accordance with the Act.
1.12 Account Offboarding
All rights and privileges that come with membership will cease when an account is closed, except the right to offboard content, receive any final royalty or patronage payments and share redemption due.
Ending a membership does not release the former member from any debt or obligation owed to Stocksy unless the instrument of debt or obligation states otherwise.
Stocksy’s deactivation policy in place at the time of the account closure will apply to all content.
1.13 Cooperative’s information
Stocksy’s day-to-day business operations are managed by executive staff, employees, and contractors of Stocksy; all of whom are accountable to the board. The directors may determine to what extent, at which times and places, and under what conditions the records of Stocksy may be open to inspection by members, in accordance with the Act. Stocksy will make every effort to maintain transparency in a reasonable and timely fashion.
1.14 Register of members
Stocksy will keep and maintain a register of members in accordance with the Act.
2. SHARES
2.1 Share structure
Stocksy’s authorized share structure is set out in the memorandum.
2.2 Membership shares
Membership shares will be valued at $1.00 USD.
Stocksy will not allot membership shares until a member has paid for the shares.
Class C share purchases will occur automatically upon the member’s first sale, will not exceed 1 share per membership, and will be recorded in the register of members, as well as in the member’s account information.
Classes A and B share purchases will be handled as directed by the board and in accordance with the Memorandum, and Class A share purchases will not exceed 200 shares per member.
All holders of membership shares will be entitled to receive notice of, and to attend and cast one vote at every meeting of the members or on every resolution brought before the members.
All holders of membership shares will be entitled to patronage returns in accordance with the Act, these Rules, and any member agreements.
2.3 Transfer of membership shares
Membership interests and shares in Stocksy are non-transferable.
2.4 Share redemption
Subject to the Act, any time a membership ends, in any class, by any means, Stocksy has 90 days from the date of account closure to redeem the former member’s shares.
Upon redemption, a member is entitled to the value of the share ($1.00 USD).
2.5 Shares following death or bankruptcy of a member
Redemption of shares following death or bankruptcy of a member will be handled in accordance with rule 2.4.
3. MEETINGS OF MEMBERS
3.1 Notice of meetings
Notice of annual general meetings and other full-member meetings must be given to members and to the auditor of Stocksy, if appropriate, in accordance with the following:
At least fourteen days' notice of every annual general meeting and of every general meeting at which a special resolution is to be proposed must be given to each member.
In the case of a general meeting other than one referred to in subrule (a), at least 7 days' notice must be given to each member.
The notices under this rule must specify the date, time, and location (online/offline) of the meeting, and, in the case of special business, the general nature of that business.
Stocksy will send the required notice by email to the email address on record in the member’s account.
3.2 Annual general meetings
General meetings must be held at least once every calendar year within 4 months after the end of Stocksy’s financial year.
General meetings must be conducted at the time and place in British Columbia that the directors specify or, in accordance with the Act, outside British Columbia.
Meetings may be held and attended electronically.
Only members and those non-members invited by the board or CEO to join the meeting may attend.
3.3 Business at annual general meeting
At the first general meeting and at each annual general meeting the following business must be considered:
Call to order and establish quorum;
Approve minutes/transcript of last general meeting;
Report on current and upcoming activities;
Auditor's report and approval;
Appointment of an auditor;
Any other business Stocksy determines should be considered; and
Adjourn meeting.
3.4 Record date
The record date is the cut-off date used to determine who may vote at an upcoming annual general meeting.
The record date for Stocksy is 30 days prior to the date of the annual general meeting.
Only those members whose names are entered on the register of members on the record date are entitled to vote at the general meeting.
For ongoing online voting, the only relevant date is the date the individual became a member.
3.5 Financial statement
A copy of the audit statement will be provided to the members at least ten days prior to the date set for the annual general meeting.
3.6 Special meetings
The board may call a special meeting of all members or a class of members at any time.
3.7 Special general meetings
The directors may schedule special general meetings of the full membership as they see fit and may determine the order of business at such meetings.
Any requisition of a special general meeting by the members must be done through the directors of the respective class and in accordance with the Act.
3.8 Notice of special business
Directors may propose special business for any general meeting.
Members who wish to propose special business may contact their directors regarding such business.
The directors will review the request and determine if the special business will be raised at the meeting and submit any such business to the board at least 30 days prior to the date of the meeting.
If special business is to be considered at any general meeting, the board’s notice of the meeting must state the nature of the business in sufficient detail to allow a member to form a reasoned judgment concerning the business.
3.9 Notice of special resolution
If a special resolution is to be proposed at a general meeting, the notice of that meeting must include:
The full text of the special resolution; or
If the full text of the special resolution is too long to include conveniently in the notice, a summary of the text should be included with sufficient detail to permit a member to form a reasoned judgment concerning the resolution. In such a case, the notice must also state where the full text of the resolution can be read.
3.10 Quorum
Meeting of all classes:
The quorum for the transaction of business is 10% of the total number of members entitled to vote at the meeting, so long as 1 member of each class is present.
Class-specific meetings:
The quorum for the transaction of business at Class A or Class B meetings is a majority of the class members.
The quorum for the transaction of business at Class C meetings is 10% of the class members.
3.11 Chair and secretary for meetings
The CEO, or someone appointed by the CEO, must preside as chair at every general meeting.
The chair of a general meeting may (and if directed by the members must) adjourn the meeting to another time and/or place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
The directors at a general meeting must appoint a member to act as secretary at the meeting.
The secretary must record the minutes of all resolutions and proceedings at a general meeting.
3.12 Voting
Each member has 1 vote on all matters to be decided by members.
At any meeting of members, every question will be determined by ordinary resolution unless otherwise required by the Act, the Memorandum, or these Rules.
Members will vote electronically with a method approved by the board, which may change from time to time.
No person is entitled to vote as a representative of another member, unless the person is a representative of a joint member, who has been determined to vote on behalf of the joint membership.
4. RESOLUTIONS
4.1 Resolutions
Resolutions may be initiated by a member, group of members, or Stocksy headquarters at any time, in a form provided by Stocksy.
Ideas for discussion, site suggestions, or other submissions that are not in finalized resolution form will need to be finessed and expanded, likely with the assistance of HQ or other members. Only fully finalized resolutions will proceed to a final vote.
Resolutions will be voted on electronically.
Resolutions that receive a majority vote will be assessed by Stocksy headquarters, who will determine prioritization and method of implementation to best serve members.
5. DIRECTORS
5.1 Generally
Each class of shareholders must have at least 1 director for a minimum total of 3 directors on the board.
Each class has the right to elect up to the following number of directors:
Stakeholder Class |
Number of Directors |
Stakeholder Class A |
5 |
Stakeholder Class B |
2 |
Stakeholder Class C |
2 |
The maximum total number of directors is 9.
A majority of directors must be residents of Canada, and at least 1 must be a resident of British Columbia.
A majority of directors must be non-employees.
Directors of Class A may be members or non-member advisors, but non-member advisors cannot make up more than 1/5 of the total number of directors on the board.
Directors of Classes B and C must be Stocksy members, by the nature of the class.
In a joint membership, only 1 individual in that membership may be a director of Stocksy at any time.
5.2 Qualifications and duties of directors
The directors must manage Stocksy in accordance with the responsibilities, duties, and powers set out in the Act, the Memorandum, these Rules, any member agreements, and any director agreement the board may require from time to time.
The board will appoint a Chief Executive Officer who will then appoint any other executives as needed.
A member who wishes to serve as director must be at least 18 years of age.
A member who wishes to serve as director must sign a consent to act as director and a director non disclosure agreement prior to appointment or taking office.
A member who wishes to serve as a director for a particular class must comply with all the provisions above and:
Class A directors must comply with all responsibilities, criteria, and obligations outlined in any Class A director job description as determined from time to time by Stocksy and the board.
Class B directors must comply with all responsibilities, criteria, and obligations outlined in any Class B director job description as determined from time to time by Stocksy and the board.
Class C directors must comply with all responsibilities, criteria, and obligations outlined in any Class C director job description as determined from time to time by Stocksy and the board.
5.3 Election or appointment of directors
Elections and appointments.
Elections or appointments may be held at any time the board determines an election or appointment is necessary under these Rules and the Act.
Specific nomination and election or appointment procedures will be determined by Stocksy’s board and leadership, so long as the following remain true:
Class A: members may nominate any Class A member for an open director position, and new directors will be elected by Class A members or appointed by a resolution of the members of Class A.
Class B: members may nominate any Class B member for an open director position, and new directors will be elected by Class B members or appointed by a resolution of the members of Class B.
Class C: members may put themselves forward as potential nominees for an available director position, the board will review all potential nominees to verify necessary objective qualifications as set by the board, announce the list of final nominees, and new directors will be elected by the members of Class C.
If the number of nominees in an election or appointment situation under 5.3 is equal to the number of directors to be elected or appointed, those nominees are declared elected or appointed, and the directors must consent to the election or resolution for the appointment.
Directors will be elected based on the highest number of valid votes until the number of directors to be elected is fulfilled.
In the case of a tie, the board will make a final determination.
Election of directors must be by secret ballot and may be conducted electronically.
Terms
Director terms will be for 3 years from the date of election or appointment.
Directors may be assessed yearly by the members of the class they represent in a form approved by the board.
A director whose term is ending is eligible for reelection or reappointment, so long as they remain eligible under rule 5.2.
5.4 Director ceasing to hold office
A director ceases to hold office if the director:
Withdraws;
Is no longer affiliated with Stocksy, unless the board votes to retain the director in office within fourteen days of the director ceasing to be affiliated with Stocksy;
Was a member when elected or appointed and ceases to be a member;
If the board determines that the director is not fulfilling the requirements of the job as laid out by Stocksy; or
Is otherwise removed from office in accordance with the Act, these Rules, or any any other documents provided by the board from time to time
Director positions and related rights are not transferable.
If not specified in these Rules, if there is a vacancy on the board it will be filled in accordance with the Act.
5.5 Meetings of directors
Subject to the Act and these Rules, the directors may regulate their meetings as they consider appropriate.
Meetings of the board will be held electronically.
Meetings will be scheduled by the board, as needed, but at a minimum on a quarterly basis.
Meetings of directors require at least ten days notice and such notice must specify the location, date, and time of the meeting and may be given electronically.
An emergency meeting may be called by giving each director at least twenty-four hours notice of the meeting.
Notice of a board meeting must include the business to be transacted if the meeting is called to deal with an emergency or any of the following:
An issue requiring approval of the board.
Filling a vacancy on the board.
Determining an auditor.
Declaring patronage returns.
Approving a financial statement of Stocksy.
Making decisions that by the Act or these Rules require a vote of greater than a majority of the directors.
Quorum of the board is a majority of the total number of directors so long as one director from each class is present.
Minutes of the proceedings of the directors must be kept in accordance with the Act.
5.6 Committees and other director info
From time to time, the board may create committees. These committees will report to the board, and the board will establish rules and procedures for committees in accordance with the Act.
A board of directors’ resolution may be passed without a meeting in accordance with these Rules and the Act, if all directors consent to the resolution.
6. OFFICERS
6.1 Appointment
The board must appoint, by resolution, a president/chairman and vice-president of the board from among their ranks.
The board may appoint, by resolution, a secretary, treasurer, and other officers that the board determines are necessary. These officers do not need to be directors but must be members.
One person may hold 2 or more offices of Stocksy, so long as the roles do not conflict with one another (e.g., one person could not be president and vice president)..
Appointments may be made at each meeting for the period of that meeting.
6.2 Term, termination, powers, and duties of officers
The board must determine the term of office and the remuneration (if any) of any officer it appoints.
If the board determines removal of an officer is necessary, the board may do so without impacting any employment, contractor, or member agreement already in place for the officer.
Subject to the Act, the board may specify the powers, duties, and responsibilities of the officers appointed, and may vary, add to, or limit the powers, duties, and responsibilities of any officer.
7. DIRECTORS AND OFFICERS
7.1 Duties of directors and officers
Every director and officer of Stocksy will:
Act honestly and in good faith with a view to the best interests of Stocksy;
Act in support of Stocksy’s mission, vision, and values;
Exercise the care, diligence and skill that a reasonable person would exercise in comparable circumstances; and
Comply with the director and officer disclosure rules as set out in the Act and, from time to time by the board.
7.2 Confidentiality
Directors and officers of Stocksy will treat all information received in their capacity as directors or officers in strict confidence, and will not divulge that information to any third party unless the director or officer has obtained consent from the board or leadership of Stocksy. If a director or officer violates this duty of confidentiality, they may be removed as a director or officer.
7.3 Conflict of interest and disclosure rules for directors and officers
The directors and officers of Stocksy are governed by the disclosure and conflict of interest rules set out in the Act. These rules are further explained in director documents created by the board from time to time.
7.4 Indemnification and insurance of directors and officers
Stocksy must indemnify the directors and officers in accordance with the Act, and Stocksy may purchase and maintain insurance for the benefit of its directors and officers as the board determines appropriate.
8. FINANCE
8.1 Generally
The directors must ensure that accounts are kept as required by the Act.
Stocksy’s financial year ends on December 31st of the given year, or any other date as set by the directors from time to time.
8.2 Powers
Stocksy may redeem shares and make related declarations.
The board may, for the purposes of Stocksy and on behalf of Stocksy, do the following as they consider appropriate:
Borrow or raise money in the manner and amount, from the sources (including from members), and on the terms and conditions determined by the board;
Invest money in the manner and amount and on the terms and conditions determined by the board; or
Issue notes, bonds, debentures, and other debt securities.
The board must approve of any financing for Stocksy to be obtained by a director.
8.3 Auditor
Subject to and in accordance with the Act, the board must appoint the first auditor and Stocksy must appoint subsequent auditors at the annual general meeting.
Duties and rights of the auditor are governed by the Act.
8.4 Use of surplus funds
The board must apply surplus funds arising from the operation of Stocksy in a financial year as follows:
First, to the reserves required by the Act;
Next, to fund additional reserves the board considers necessary or prudent for the operations of Stocksy;
Next, to retire all or a portion of any deficit previously incurred by Stocksy, as the board determines appropriate;
Next, the board may donate part of the surplus for charitable or educational purposes; and
Last, to patronage returns in an amount set by the board.
8.5 Reserves
The board may set aside as reserves for meeting contingencies an amount determined appropriate by the board from time to time from the surplus funds arising from the operations of Stocksy in each financial year.
Subject to the Act and these Rules, reserves must be available to meet contingencies.
8.6 Patronage returns
Stocksy must not pay any patronage returns if there are reasonable grounds for believing that:
Stocksy is unable to pay its liabilities as they become due in the ordinary course of business; or
If paying the patronage returns would render Stocksy unable to pay its liabilities as they become due or cause the realizable value of Stocksy’s assets to be less than its liabilities.
The directors must report to each annual general meeting the state of Stocksy's financial affairs and the amounts, if any, they have set to be paid by way of patronage returns, and the patronage returns paid must not exceed the amount set by the directors;
Subject to rule 8, Stocksy may declare patronage returns in accordance with the Act and as follows:
Class A will receive 5% of the patronage return amount set by the directors which will be allocated to each member of Class A equally
Class B will receive 5% of the patronage return amount set by the directors which will be allocated to each member of Class B in proportion to their years of service (as indicated by number of shares held)
Class C will receive 90% of the patronage return amount set by the directors which will be allocated to each member of Class C based on the following formula:
Payment = A * ( B / C ) A = 90% of the amount set by the directors as a patronage return for the previous fiscal year B = the member’s royalties in the previous fiscal year C = the total royalties of all Class C members in the previous fiscal year |
All patronage returns will be subject to any applicable withholding taxes
9. DISPUTES AND DISSOLUTION
9.1 Dispute resolution
Stocksy will make every effort to work with a member prior to reaching a point where dispute resolution is necessary.
Dispute resolution will be handled in accordance with the Act.
9.2 Dissolution and winding up
Dissolution and winding up of Stocksy will be handled in accordance with the Act.
10. NOTICES AND SERVICE
10.1 Notice to directors, members, and other persons
Unless otherwise specified in the Act or these Rules, any notice required to be given to a member, director, officer, or any other person must be in writing and is sufficient if it is either:
Sent to the person by electronic mail to the address on file in the member’s account; or
Served in accordance with the Act.
10.2. Notice to Stocksy
Unless otherwise specified in the Act or these Rules, any notice required to be given to Stocksy must be in writing and is sufficient if it is either:
Sent to the email address for the Stocksy legal department, as provided by Stocksy.
Personally delivered or mailed to Stocksy’s registered office.
Served in accordance with the Act.
10.3 Receipt of notice
Notice given by email is deemed received at the time the notice is sent.
Notice given by personal delivery is deemed received when delivered.
Notice given by mail is deemed received on the fifth business day after the date of mailing.
10.4 Service
Any document required by the Act to be served by Stocksy will be handled in accordance with the Act.
Service on Stocksy must be made in accordance with the Act.
10.5 Counting time
When computing the date when notice must be given under any provision requiring notice to be given a specified number of days in advance of any meeting or event, the date of giving notice will be excluded and the date of the event will be included.
10.6 Other
All other issues related to notice will be handled in accordance with the Act.
11. MISCELLANEOUS
11.1 Records
Retention of and entitlement and access to Stocksy’s records are governed by the Act.
11.2 Other
All items not specifically addressed in these Rules are governed by the Act.
12. INTERPRETATION
12.1 Interpretation
The headings used in these Rules are inserted for reference only and are not to be considered in construing the terms and provisions of these Rules or be deemed in any way to qualify, modify, or explain the effect of such terms or provisions. Words in the singular form include the plural and vice versa, and words importing a specific gender include other genders and eligible entities.
12.2 Definitions
In these Rules of Stocksy, unless the context otherwise requires:
“Act” means the Cooperative Association Act of British Columbia, as amended.
“Address” or “last-known address” means the postal address submitted to and recorded in Stocksy’s register of members or the member’s account.
”Board” or “the directors” means the directors of Stocksy for the time being.
"Class" means any of Class A, Class B, or Class C and “Classes” means all 3 classes.
“Class A” means the group of members who have qualified and been accepted for membership in this group in accordance with the Memorandum and Rule 1.6.
“Class B” means the group of members who have qualified and been accepted for membership in this group in accordance with the Memorandum and Rule 1.6.
“Class C” means the group of members who have qualified and been accepted for membership in this group in accordance with the Memorandum and Rule 1.6.
“Contributor” means any individual who or group that has been accepted to contribute content to the collection.
“Head office,” “headquarters,” or “hq” means the Stocksy office located at 320 - 560 Johnson Street, Victoria, BC Canada V8W 3C6, or such other office as Stocksy may designate from time to time.
“Member” means a contributor, member of staff, or member of management who has joined a class of Stocksy membership.
“Memorandum” means the memorandum of association of Stocksy.
"Patronage return" means an amount that Stocksy allocates among and credits or pays to its members based on the business done by them with or through Stocksy and as further set out in Rule 8.6 and the Act.
“Resolution” means a formal and fully formed expression of an opinion or suggestion for Stocksy’s business, subject to a member vote.
“Rules” means these Rules and all amendments, additions, deletions, or replacements from time to time in force and effect.
“Share” means a membership share.
“Site” means the website found at www.stocksy.com.
“Stocksy” means Stocksy United.
"Surplus" means Stocksy’s surplus income as determined by Stocksy’s external auditor or accounting advisors using Generally Accepted Accounting Principles.
12.3 Additional definitions
Subject to Rule 12.2, words and expressions as defined in the Act as they read on the date these Rules become applicable apply to these Rules.
12.4 Cooperative Association Act governs
If there is a conflict or inconsistency between the Act and these rules, the Act will govern.
13. AMENDMENT AND EFFECTIVE DATE
13.1 Amendment
Amendments to the memorandum and Stocksy’s Rules must be in accordance with the Act and these Rules. Amendments will be effective as of the date of their filing with the Registrar.
13.2 Effective date
These Rules are effective as of April 6, 2018.