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Annual Meetings and Co-operatives

An annual general meeting (AGM) allows a co-operative’s members to come together, discuss their co-op, make decisions, and help shape its future. For many co-operatives, an AGM may be only time some members engage in the co-op’s governance. For others (especially co-ops that are smaller) the AGM may just be a formal requirement that is over quickly. A co-operative is legally required to hold an AGM of its members to present them with information and approve important decisions. This page provides an overview of the major parts of an AGM (including a handy sample agenda).

Before the meeting

Co-operatives should have a provision in their bylaws about how much notice to give members of the date of an AGM. This notice can be done in several ways, depending on the size and type of the co-operative. For smaller co-ops, personally contacting each shareholder may be appropriate. For larger co-ops, advertising notice of the meeting on social media, in newspapers, or in a mail-out or email may be necessary. The board and staff should prepare for the AGM by creating and following an organizing plan. The tasks outlined in this plan should include:

  • Select a date, place, and time for the AGM
  • Reserve a space to hold the AGM
  • Form a nominating committee to find candidates for the board
  • Send out notice to the members
  • Create an agenda
  • Ensure the audit or review is complete
  • Prepare a budget
  • Draft resolutions from the board and issue a call for resolutions to the members (for an explanation of resolutions, see below)
  • Issue a call for nominations to the members
  • Finalize and share the slate of board nominees ahead of the AGM
  • Clarify roles at the AGM (e.g. chair, recording secretary, speakers for reports, resolution officer, etc.)
  • Final preparations and set-up

Reporting requirements

Co-operatives have to report important information to their members and the government. These reports should fulfill legal requirements, but also update members on the health, progress, and direction of the co-operative. The type of reports presented will depend on the size and type of work the co-operative does: larger complex organizations may report on various branches, while smaller co-ops will likely have very little new information to share. A co-operative that is active in marketing, fundraising, maintenance, or training may offer specific reports with updates or recommendations on these topics.

The most important report that needs to be presented at the AGM is the one produced by the co-op’s auditor. Co-operatives must present financial statements and, in some cases, undergo an audit.  These must be presented to its members and the government. This will provide an overview of the co-operative’s assets, liabilities, revenue, expenses, and general financial health. Typically, a treasurer will provide a supplementary report that offers further insight into the organization’s finances, explains investments, or highlights achievements.

Resolutions and strategy

An important part of being a co-op member is having the right to vote on important decisions through resolutions. This may include changing bylaws, partnering with another organization, investing in a new initiative, or studying a new strategic direction. Resolutions are a way for a co-op’s members to formally declare a commitment. Any member can submit a resolution, usually before the AGM. Resolutions may also be submitted by the board if they require support from the members. In some cases, the board may call a special meeting of the members to vote on an important resolution (e.g. removal of a director, appointment of a new auditor, proposed amalgamation, etc.).

Every co-op is required to vote on a resolution to appoint an auditor for the coming fiscal year to conduct the financial review. This auditor is usually an accountant, but could be an individual with relevant experience that can complete a less intensive review. Whether or not a co-op needs to have an audit will depend on the requirements set out by the government in your province — if you’re not sure if your co-op needs an audit, we can help you figure that out.

Presentation of the Budget

A budget is a good way to outline the co-op’s anticipated spending for the year, and helps the board manage its finances responsibly. It also gives members some insight and input on the co-op’s direction. Giving members the chance to sit on a finance committee and participate in the creation of the budget is great way to encourage member involvement and get new ideas.

Elections

All co-ops must elect members to their boards. To increase interest in these elections, many co-ops allow speeches before voting, release profiles of the nominees, or engage members through social media. In many co-operatives, elections are not competitive and boards are unable to fill their maximum number of directors. In these cases, the members simply vote to approve the slate of candidates. Only when there are more candidates than available positions on the board do members need to vote with ballots. Check out our Guidelines for Co-op Elections for more information on how to run an election at an AGM.

Roles in an AGM

The people in charge of running an AGM should have a good understanding of their roles and responsibilities. An AGM doesn’t need to be a very formal event — but it’s important to have structure to make sure that all the business on the agenda gets covered.

Here are some of the roles you might see at an AGM:

  • Chair: In most cases, the president or vice-president of the co-op will chair the meeting. This person develops the agenda and makes sure it is followed. The chair will lead the meeting, which includes introducing agenda items, calling for motions, and declaring the outcome of votes.
  • Recording Secretary: In most cases, the secretary of the co-op will also serve as the secretary of the AGM; however, in larger co-operatives, this duty may be performed by a staff member. The secretary records the minutes of the meeting, making a special point to capture the names of individuals that move and second resolutions and the outcomes of votes.
  • Parliamentarian: This position is only for those co-ops that want to stick closely to Robert’s Rules of Order, a popular structure for carrying on meetings. The parliamentarian oversees the meeting to ensure the procedures are being followed.

Sample AGM Agenda

  1. Call to order
  2. Approval of the agenda
  3. Outline the rules of order
  4. Review minutes of the last members’ meeting
  5. Reports
    1. Auditor’s report
    2. President’s report
    3. Manager’s report
    4. Marketing committee’s report
    5. Fundraising committee’s report
  6. New business
    1. Resolutions
      1. Resolution 1: Conduct a governance evaluation
      2. Resolution 2: Repeal bylaw #21
      3. Resolution 3: Appointment of Auditor
    2. Presentation of budget
    3. Election of officers
      1. Presentation by chair of the nominating committee
      2. Call for nominations from the floor
      3. Election of officers
  7. Adjournment

 

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