Okay, you’ve incorporated – that’s awesome! You’ve gotten new members to sign-up – way to go! Maybe you’ve started operations – you’re crushing this! Now it’s time for your co-op’s first annual meeting. In addition to being a time to celebrate what you’ve accomplished so far, the first annual meeting is a legal requirement that co-ops must perform to comply with government regulations. But what exactly do you need to know before your first AGM?
When do we have the first AGM?
Your co-op’s first annual meeting takes place after you’re incorporated. Each province has a different requirement for when this has to occur:
Federal: within 18 months of incorporating
Manitoba: within 18 months of incorporating
Saskatchewan: within 4 months of incorporating
Alberta: within 6 months of incorporating
British Columbia: within 3 months of incorporating
The time period between incorporating and the first AGM is intended to give you and your board time to build some of the processes outlined in your articles and bylaws and recruit new members. Provinces that allow the first AGM to take place later (Manitoba, Alberta, and Federal) expect your board to use that time to build the co-op’s bylaws.
What do we decide at the first AGM?
Annual meetings give members an opportunity to come together and make the big decisions (usually called resolutions) that affect the co-op. Generally, there are 3 resolutions the board will present to the members for consideration at the first annual meeting:
A resolution to approve the bylaws: For co-ops that incorporate federally or those in Manitoba and Alberta, the bylaws will need to be approved by the members at the first members meeting. Co-ops that incorporate in BC or Saskatchewan develop their bylaws before incorporating and submit them as part of their application for incorporation.
A resolution to appoint or waive the appointment of an auditor: The members need to appoint the co-op’s auditor to provide additional financial oversight. The co-op’s board will normally select an auditor and recommend them to the membership for approval. For smaller co-ops, or those that haven’t raised money from non-members, you may be able to waive the appointment of an auditor.
A resolution to appoint the board members that are elected at the first AGM: The first AGM allows members to elect the co-op’s board of directors. Those elected have their appointment to the board confirmed by a resolution of the members. For larger co-ops, this resolution may also contain wording the covers disposing of the ballots or clarifies the term of office directors will serve.
Logistically, what steps do we need to follow to hold our first AGM?
Depending on where your co-op operates, you may need to start planning sooner rather than later. Here are some important considerations your board should work on when planning your first AGM:
Find a venue: Whether you want to hold your meeting online or in-person, you’ll need to ensure you can accommodate your members. This may be more difficult for larger co-ops or co-ops with members that live across provinces. Be sure to set aside funds to cover the cost of a meeting room or subscription to Zoom.
Determine a method for voting: Most co-ops will have provisions in their bylaws that set out how members vote at annual meetings. The board will have some discretion, especially if the meeting is held online or if there’s a lot of members. Online software, like Loomio, or voting devices are common for bigger meetings. However, in most cases, a show of hands gets the job done.
Issue notice to members: Your bylaws will cover how the co-op should notify members of an annual meeting, including the form notice can take and when it needs to be issued (e.g. between 21-40 days before the meeting). Notice should make members aware of the time, place, and purpose of the meeting. If there’s a special resolution to be considered (e.g. a bylaw amendment) this should also be included in the notice.
Assign roles: Annual meetings require a little planning. Consider delegating important tasks to your board members to ensure everything’s covered. In addition to a meeting chair and recording secretary, be sure someone’s looking after the audio-visuals and distributing information packages to members.
Although your co-op’s first AGM is a legal requirement, it’s also a great time to celebrate the successes you’ve achieved so far. Be sure to take a moment and acknowledge your hard work so far.