The Cooperative Association Act defines special resolution, in part, as a resolution that must be passed by a certain proportion of all members, regardless of their presence at the meeting. It differs from an ordinary resolution primarily in the number of members who must take part in voting.
It is used for matters of great importance as a mechanism for assuring greater concurrence among members for than would be obtained via the rules for an ordinary resolution, which requires a vote of only those present. Examples from The Cooperative Association Act include non-voluntary termination of membership, removal of a director, changing coop rules or coop name, waiving appointment of an auditor, appointment of an inspector, and voluntary dissolution of the coop.
EcoReality Sustainable Land Use and Education Cooperative refines this in their coop rules to include a consensus of all members, not simply those present at a meeting.
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