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Everything you need to know about managing records

One of the most important responsibilities of your board is keeping and managing the co-op’s records. This might sound like an underwhelming task, but it’s imperative for the management and success of your business. This tool will help you understand what records your co-op needs to maintain, how to store them, and how to avoid challenges down the road. 

What Are Records?

A co-op’s records include all historical information about the organization, its make-up, important decisions, and key procedures. 

Your provincial government has guidelines about the kinds of records you’re expected to keep. For example, in Saskatchewan’s Cooperatives Act, co-ops need to maintain the following records:

  • Articles and bylaws and any amendments
  • Minutes of members’ meetings
  • A register of directors and notice of changes to the board
  • A register of members and shareholders
  • A copy of all certificates issued to the co-op by the registrar (e.g. certificate of incorporation)
  • A copy of every order issued to the co-op by the registrar
  • Director and committee meeting minutes
  • Adequate accounting records

As you can see from this list, a co-op’s records include important start-up documents about the organization’s governance, but grow significantly over time. Below, we’ll tell you how to organize your records to maximize efficiency. 

Why Keep Records?

Record-keeping may seem like a bit of a chore because, frankly, it is! And, while it’s legally required of all co-ops, it’s also really important for your business’s long-term success. Here are three reasons good record-keeping is so important:

  1. Be prepared for the worst: Keeping comprehensive records will take away a lot of stress down the road. If your business needs to undergo an audit or is named in a lawsuit, having all your records in one, easily accessible location will simplify the process. Don’t put yourself (or future members) in the position of having to hunt down old meeting minutes or resolutions years after they’ve taken place.
  2. Help on-board new people: Turnover among staff, management, the board, and membership are regular, healthy processes for any business. Good record-keeping will help on-board new people and make it easier for them to learn the ropes and participate in the business. Ensuring new leaders understand what got the co-op to where it is today will help them keep up that momentum without creating confusion. 
  3. Provide consistency and clarity: As your co-op grows, you’ll get more efficient, adopt systems for making decisions, and create new policies and procedures. Having good records will ensure you’re using the most current procedures and avoid duplicating work you’ve already done. Keeping records easily accessible keeps everyone on the same page, minimizes disputes and confusion, and makes your decisions more consistent. 

How to Manage Your Records

Once your co-op has incorporated, you need to create a minute book. A minute book is a collection of all your co-op’s corporate information that shapes its operations. All businesses, big and small, need to keep a minute book to ensure they’re following government regulations and practicing good record-keeping.

The name, ‘minute book’, is a bit misleading. It doesn’t just contain meeting minutes, and it doesn’t even have to be a book. Many companies will keep hard copies of their records, but there are other methods. Here are three options for storing your co-op’s records:

Hard copies: This is an option — but not a great one. As your co-op continues to grow and mature, you’ll accumulate more documents that need to be stored. It can be challenging to find select pieces of information or past decisions in a box or binder of printed documents. However, if you prefer hard copies, consider these tips:

  • Use a small binder to store records for each fiscal year (e.g. meeting minutes, annual return, financials). 
  • Keep a separate binder for relevant, up-to-date policies and procedures (e.g. financial policy, frequently used templates).
  • Ensure each binder is clearly labelled and has a table of contents and organizational tabs to help find information quickly.
  • Maintain a document that records key corporate information, noting important changes to the organization (e.g. bylaw amendments, significant personnel changes, operational milestones). 
  • Store these documents at the co-op’s registered office. 

Digital copies: The easiest way to keep track of documents is to store them in folders on one of the co-op’s computers — ideally one used by whoever takes the meeting minutes (ex. secretary). Keep the documents well-organized in folders and sub-folders (e.g. folders for annual returns, directors’ meeting minutes, policies, etc.). Create a table of contents documents for each sub-folder to help users find records easily. 

This method is great because records can be easily backed-up, duplicated, and shared. Not everyone involved in the co-op needs to access all the records, so you should write a policy about who can access which records (for example, a nominations committee won’t need access to past board meeting minutes).  For security purposes, the computer that hosts these records should only be used for business matters. 

Document storage application: There are a lot of applications, programs, and software where you can store and share documents online. These include Dropbox, One Drive or SharePoint by Microsoft, or Google Drive. These allow easy access to your co-op’s records from any device. There are several other options, such as Founded, that have been created specifically for businesses that need support with record-keeping. 

What Belongs in Your Minute Book?

At a minimum, your minute book should contain the documents required by your provincial government, outlined above. However, depending on your co-op, there may be other records you should maintain. 

Here’s a sample Table of Contents to give you some examples of what you could keep in your minute book:

  1. Articles of incorporation (a.k.a. memorandum of association) and bylaws (or rules of association)
  2. Provincial registration and certificate of incorporation (multiple if operating across Canada)
  3. Licenses, permits, patents, orders, and other operating approvals
  4. Policies and organizational documents
  5. Annual returns and confirmations
  6. Annual reports, members’ meeting minutes, and resolutions
  7. Shareholders’ meeting minutes and resolutions
  8. Directors’ meeting minutes and resolutions
  9. Committee meeting minutes 
  10. Director, member, and shareholder registries
  11. Shareholder agreements 
  12. Insurance documents
  13. Management contracts and staffing documents
  14. Copies of relevant legislation for reference, like:
    • The Cooperatives Act and Regulations
    • Occupational Health and Safety
    • The Labour Standards Act

Record-keeping tips

Keep board meetings around the board table

It’s common for boards to discuss business over the phone (outside of meetings) or by e-mail. In some cases this is fine, but generally it’s not a good idea. A board’s meeting minutes are considered the official record, but if there’s a lot of discussion taking place over e-mail, among directors, then those threads can be considered part of the co-op’s records. If your co-op is part of a lawsuit, you may have to turn over e-mails discussing the co-op’s business and answer questions about them. To avoid this always follow these two rules: 

  • If you need to do business over e-mail, ensure it’s only for time-sensitive requests. This might include a motion (e.g. assigning signing authority) or other decisions (e.g. selecting a contractor). In these cases, the e-mails should be focused on the decisions, which should also be recorded in the minutes of the next board meeting. 
  • If directors need to discuss sensitive information, consider doing so over the phone or at an in-camera board meeting. This will help manage the risks associated with potentially contentious decisions (e.g. contract negotiations, dismissals, ending partnerships). 

Limit note-taking at board meetings: Board minutes are important, but individual directors or staff members, should limit the personal notes they take. Like e-mails, any notes taken at board meetings will be considered part of the co-op’s records and can be requested in legal proceedings. Even questions, notes, or doodles on your copy of the agenda can raise questions about conduct or attentiveness. Some boards require directors to discard or shred their notes following each board meeting to ensure the meeting minutes and the minute book are the only official record.

Ensure everyone understands expectations: Maintaining a minute book that contains your co-op’s official record is important for keeping everyone on the same page. Consider creating a policy that helps your board, staff, and management maintain consistent records that follow the tips outlined here. Download our Sample Records Management Policy (above) to get started.

Getting Started

Once you’ve incorporated, your incorporating documents and certificate of incorporation will be the first records to put in your minute book. From there, it’s up to you and your members to decide how you collect and store information. You don’t want to overlook important processes, but you shouldn’t do work that isn’t necessary for your operations. We’ve got some resources to help you get started:

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