Coop rules/11 General Meetings
Part 11 -- General Meetings of the Association
Annual general meetings
(Rule 43) The Association must hold its first and subsequent general meetings within the time provided by The Cooperative Association Act.
Business at annual general meeting
(Rule 44) The order of business at the first general meeting and at annual general meetings, to the extent appropriate in the circumstances, must be as follows:
- meeting to be called to order;
- notice convening meeting to be read;
- minutes of preceding annual general meeting to be made available electronically and announced a minimum of one month before the annual general meeting, and adopted or amended and adopted as required;
- business arising out of minutes to be considered;
- reports of standing and special committees to be read;
- financial statement to be placed before the meeting;
- reports of directors and auditors to be read;
- election of directors and appointment of auditors;
- special business to be considered;
- unfinished business to be considered;
- new business to be considered.
- Any business other than business listed in #Business at annual general meeting (Rule 44) is special business.
- Special business must be approved by ordinary resolution of the members unless The Cooperative Association Act or these coop rules require otherwise.
Special general meetings
- The directors may call a general meeting when they think fit, and on receipt of a written requisition signed by,
- if there are 100 or fewer members, at least 20% of the members, but in no case fewer than 4 members
- if there are more than 100 but fewer than 5,000 members the greater of 20 members or 10% of the members,
- if there are more than 5000 members, at least the greater of 500 members or 5% of the members,
shall call a general meeting. Notice calling such a meeting shall be issued within 7 days of receipt of the written requisition.
- The calling of a general meeting by the directors, either on their own initiative or in response to a requisition by the members, must be in accordance with The Cooperative Association Act and these coop rules
- The requisitioning of a special general meeting by the members must be in accordance with The Cooperative Association Act and these coop rules.
- The directors may determine the order of business at a special general meeting.
Time and place of general meetings
(Rule 47) General meetings must be held at the time and place in British Columbia that the directors specify or, in accordance with The Cooperative Association Act, outside British Columbia.
Provision for 2 or more general meetings for the same matters
(Rule 48) If it is not possible to hold one general meeting at a time when, or place where, a large portion of the membership is able to attend, two or more general meetings may be held at the times and the places in British Columbia that the directors specify in accordance with The Cooperative Association Act.
- The record date for any general meeting is the 30th day before the date of the meeting of members.
- Only those members whose names are entered on the register of members on the record date are entitled to vote at the general meeting.
Notice of general meetings of the Association
- At least fourteen days notice shall be given to members of every annual general meeting.
- At least fourteen days notice shall be given to members of every meeting at which a special resolution is to be considered.
- At least seven days notice shall be given to members of every other general meeting.
(Rule 51) A copy of the financial statement that is to be placed before an annual general meeting must be provided to the members at least 10 days before the date set for the meeting.
Notice of special business
(Rule 52) If special business is to be considered at a general meeting, the notice of the meeting under Rule 56 must state the nature of the special business in sufficient detail to permit a member to form a reasoned judgment concerning the business.
Notice of special resolution
- If a special resolution is to be proposed at a general meeting, the notice under #Notice of general meetings of the Association (Rule 50) of that meeting must include
- the full text of the special resolution, or,
- if the full text of the special resolution is too lengthy for convenient inclusion in the notice, a summary of the text in sufficient detail to permit a member to form a reasoned judgement concerning the special resolution.
- If a notice under #Notice of general meetings of the Association (Rule 50) contains a summary of the text of a special resolution as provided in #Notice of special resolution (Rule 53)(1.2), the notice must also state the place where the full text of that special resolution can be read or copied.
Notice of adjourned meeting
(Rule 54) If a general meeting is adjourned for fewer than 30 days, it is not necessary to give notice of the adjourned meeting other than by announcement at the first meeting that is adjourned, but if a general meeting is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting must be given in the same manner as for the original meeting.
Manner of giving notice
Meeting valid despite failure to give notice
(Rule 56) The accidental omission to give notice of any general meeting to, or the non-receipt of any notice by, a member or person entitled to receive notice does not invalidate any proceedings at that meeting.
(Rule 56) The quorum for the transaction of business at a general meeting is one half of the total number of members entitled to vote at the meeting present in person.
Requirement of quorum
(Rule 57) No business, other than the election of a chair and the adjournment of the meeting, may be transacted at any general meeting unless a quorum is present at the commencement of the meeting, and if at any time during the meeting there ceases to be a quorum present any business then in progress is suspended until there is a quorum present or until the meeting is adjourned or terminated as the case may be.
Lack of quorum
(Rule 58) If, within one hour from the time appointed for a general meeting, a quorum is not present, the meeting,
- if convened by requisition of members, must be dissolved, and
- in any other case, stands adjourned to the same day in the next week at the same time and place, unless the place of meeting is changed out of necessity.
Adjournments by chair
(Rule 60) The chair of a general meeting may, and if so directed by the members must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(Rule 61) The directors at a general meeting must appoint a member to act as secretary at the meeting.
Minutes of meetings
(Rule 62) The secretary must record the minutes of all resolutions and proceedings at a general meeting in a form decided by the members for that purpose.
Persons entitled to be present
(Rule 63) All meetings are open to the general public, although non-members may not vote and may asked to refrain from participation in the meeting.
(Rule 64) Under exceptional circumstances, the directors may require that all non-members leave any meeting while confidential business is discussed.
Meetings by conference telephone
(Rule 65) The Association may permit members to participate in general meetings and vote by telephone or other communications medium in accordance with The Cooperative Association Act.
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