1.  NAME: The name of the association is the

The Iona Connection Heritage Co-Operative, Ltd.

2.  OBJECTIVES: The objectives for which the co-operative is established are to carry on a co-operative basis:

a) To foster and promote excellence in the heritage community on Cape Breton Island.

b) To support Cape Breton Island heritage groups in educating residents and visitors on the rich heritage on the Island.

c) To serve as an network for the sharing of information, shills & knowledge among Cape Breton Island heritage groups.

 including the acts and things set forth under Section 16 of the Co-Operative Associations Act.

PROVIDED THAT, if for any reason, the operations of the Co-operative are terminated or wound up or are dissolved and there remains at the time, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be give and paid to some other nonprofit organization in lCanada having objects similar to those of the Co-operative.

PROVIDED THAT, the Co-operative shall be carried on without purpose of gain to the members, and that any surplus, or any accretions of the Co-operative shall be used solely for the purpose of the Co-operative, and the promotion of its objects.

PROVIDED THAT, no part of the income of the Co-operative shall be payable to or otherwise available for the personal benefit of any member thereof.

PROVIDED THAT, the Directors and Officers who are Directors shall serve as such without remuneration and shall not receive directly or indirectly any profit from their positions as such:

PROVIDED THAT, a Director or Officer who is a Director may be paid resonable expenses incurred by him/her in the performance of his/her duties.

3.  LIABILITY:  The liability of the members is limited.

4.  REGISTERED OFFICE:

(a)  The registered Office of the Co-operative shall be

4119 Highway 223, Iona, NS   B2C 1A3

The mailing address, if different shall be the same.

Telephone: (902) 725-2272     Fax: (902) 725-2227

(b)  The board may from time to time determine the place or places at which the business of the co-operative shall be carried on.

5.  THE SEAL:  The seal of the Co-operative shall be such as to make a cicular impression having two circles between which are the works (co-operative's name):

The Iona Connection Heritage Co-operative

and inside the inner circle the words, "Incorporated 2004."

6. FINANCIAL YEAR:  the financial year of the co-operative shall be the first day of April to the last day of March.

7.  WITHDRAWALS:  Members' applications to withdraw their membership and shares shall be made in writing to the board and shall be subject to a policy of the board of directors.

8.  MEMBERSHIP:  The Board shall determine the conditions of membership including the requirements to pay equity in the form of fees or shares.  Members shall withdraw or be excluded from membership according to Section 29 and Regulations 4 and 6 of the Co-operative Associations Ace, and also if a member acts contrary to the best interests of the Co-operative.

9.  MEETINGS:

(a) The annual meeting of the members shall be held within four months of the years-end.  Special meetings shall be held when called by the secretary as directored by the directors, or by a written request of the members as per Section 5(2) or Regulation 17 of the Co-operative Associations Act.  All meetings shall be at such place as the directors or the Inspector may from time to time determine.

(b) At all meetings 20% of the members shall constitute a quorum.

(c)  Notice of annual or special meetings shall be posted prominently in the place of business of the co-operative and shall also be mailed by post to the registered address of the member at least ten days prior to the meeting.

  10.  BOARD OF DIRECTORS:

(a)  The board of directors shall consist of 12 directors who shall be elected for a term of 3 years arranges so that 4 director(s) are elected each year.  The maximum number of consecutive terms a director may serve is 2 .

(b)  The directors shall meet as often as the business of the Co-operative may require but not less than 2 times a year.  A quorum shall consist of 50% + 1 of sitting directors.

(c)  If a vacancy occurs in the board of directors, the directors may appoint a member to fill that vacancy until the next annual meeting when the members shall hold an election to complete the term of vacancy.

(d)  Eligibility for election to the board of directors:

1.  agrees with objectives of the cooperative;

2.  accepts leadership position when requested;

3.  supports the Co-operative whenever possible.

11.  DUTIES OF OFFICERS:  The board may appoint a president, secretary and other officers who are responsible to the board.  Their duties shall be specified by the board.

12.  SHARES AND MEMBER LOANS:

(a)  The Board shall determine the conditions of membership including the requirements to pay equity in the form of fees and/or shares.

For co-operatives limited by shares: The par value of shares is    twenty-five         dollars  ($25.00) each.  There shall be  no  dividends paid on shares.  A minimum number of shares to be held by each member is   one  .

(b)  Member loans may be issued.  Interest rates shall be determined by the board of directors but shall not exceed   prime + 2%  .

13.  GENERAL RESERVE:  A general reserve shall be created by allocating from retained earnings each year not less that 10% of the surplus until the general reserve is equal to   30% of the shares and member loans of the Co-operative.

14.  BORROWING POWERS:

(a)  The Co-operative is hereby authorized to borrow money from its members for specific periods at specific rates of interest.

(b)   The co-operative is authorized to exercise all and every power to borrow money and to secure payment there of which is conferred upon it by the Nova Scotia Co-operative Association Act, Chapter 98, Acts of 1989.

(c)   The directors of the Co-operative may exercise all such powers and to all such acts and things as may be exercised or done by the co-operative in respect of the borrowing of money, and the provision of security for such borrowing, as has been delegated to the directors by the co-operative.

(d)   The directors of the Co-operative shall not, on behalf of the co-operative, authorize or approve capital borrowings or the guarantee of capital borrowings in excess of a total of    no      dollars  ($  0  ) in a single fiscal year without having first obtained formal approval from a meeting of the members of the Co-operative by way of a special resolution.

15.  DISSOLUTION:  If for any reason the affairs of the Co-operative are dissolved or wound up and there remains after satisfaction of all liabilities, including shares and/or member loans, any property whatsoever, it shall be paid to a nonprofit organization whose objectives are similar to those of the Co-operative.

16.  CORPORATE INDEMNIFICATION:  subject to the provisions of the (N.S.) Co-operative Associations Act, every director and senior officer or his/her heirs, executors and administrators, and estate and effects, respectively, shall at all times be indemnified and saved harmless out of the funds of the Co-operative, from and against:

(a)  all costs, charges and expenses whatever that such director or officer sustains or incurs in or out of any action, suit or proceeding that is brought, commended or prosecuted against the director or officer, for or in respect of any act, deed, matter or thing whatever, made, done or permitted by the director or officer in or about the execution of the duties of his/her office, and

(b)  all other costs, charges and expenses that the director or officer sustains or incurs in or about or in relation to the affairs thereof.

These ARTICLES OF INCORPORATION AND BYLAWS FOR A NONPROFIT CO-OPERATIVE, LIMITED BY SHARES  were approved by the Inspector of Co-operatives, Co-operative branch, Jan 1 2005, Service Nova Scotia & Municipal Relations.