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Sample Resolution

When it comes to making decisions in a co-operative, the provincial and federal governments have a lot of rules to follow. They may outline special requirements about certain decisions  in legislation, and it’s important to know and follow these rules. For example, there is a different procedure to follow if your members are voting to accept a report, versus if they’re voting to amend the co-op’s bylaws. Co-ops generally use Robert’s Rules of Order to guide their decision-making processes, just like most Canadian governments and corporations.

To make a formal decision, a co-op needs vote on a resolution. A resolution is a formal decision, action, or policy that is (usually) proposed by the board and decided at a board or members’ meeting. Resolutions need a majority vote to be accepted and implemented. There are two types of resolutions:

  • Ordinary resolutions (sometimes called general resolutions) only require a simple majority of votes to be accepted ( in other words, 50% of the votes + 1). They are used to decide ‘ordinary’ business at a meeting. Ordinary business may include accepting reports or minutes, approving expenditures not included in a budget, or making appointments.
  • Special resolutions require a “super majority” (ie. 2/3 of the votes) to be accepted. They are used to decide ‘special’ business, which includes anything that would not normally be included at a meeting. This may include items like amalgamating with another organization, dismissing a director, amending bylaws, or dissolving the co-op. If special business will be included at a meeting, people who will be attending the meeting need to be informed in advance (when notice of the meeting is sent out).

The provincial government has rules about the type of resolution that’s required for various decisions. Check your province’s appropriate legislation to find out the procedure you need to follow for different decisions or actions. (For more on legislation and how to use it, check out our blog post).

It’s good practice to be formal when writing resolutions and to maintain a consistent style. This will provide a template for future resolutions. Consider using the format below that relies on 4 commonly used elements:

  • Title: The title of a resolution should give a general idea of its purpose/intention and speak to its practical implications. For example, a resolution to change a bylaw that determines quorum at a meeting may say: Resolution amending section 18 (Quorum) of the Bylaws.
  • Preamble: Resolutions usually include a statement about the need for the resolution, often beginning with the word ‘whereas’. For example, a resolution to change the number of members required for quorum might say: Whereas the co-operative wants to ensure quorum is achieved at members’ meetings
  • Resolution: After the preamble comes the actual decision you’re proposing. This typically begins with the statement, Therefore be it resolved that… and is followed by the decision or statement.
  • Date and Signature: The resolution should contain space for the president (or chair of the meeting) to sign and date the resolution to show that it’s been accepted. If the resolution is defeated, don’s sign it. Instead, make a note in the minutes that the resolution was defeated.

If you need more information about decision-making in a co-operative or help drafting resolutions, please contact us to find out how we can help.

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