By-Law #3: Article 3: Meetings of Members

3.01 Annual Meetings

The Co-op must hold an annual members’ meeting within eighteen months after incorporation. After that first meeting, annual meetings must be held no later than:

  • fifteen months after the last annual meeting, or
  • six months from the end of the Co-op’s fiscal year.

3.02 Regular General Meetings

The Board must call a regular general meeting at least once a year. This meeting is in addition to the annual meeting.

3.03 Special General Meetings

The Board or the members at a proper meeting can call a special members’ meeting. Members’ meetings can also be called as stated in Article 4 of this by-law.

3.04 Place of Meetings

Meetings of members shall be held at a place within the City of North Bay, unless the Board or the members authorize the holding of a meeting of members at any other place within the province of Ontario.

3.05 Notice of Members’ Meetings

Notice of any members’ meeting must be given, to the members not less than ten days or more than thirty days before the date of the meeting. Notice must include the time and place of the meeting. Section 13.02 of this by-Iaw states rules for giving notice. Section 13.03 of this by-law states how to calculate the right date for giving notice.

3.06 Agenda of Regular or Special Members’ Meetings

  1. The agenda for each annual meeting must include:
    • approving the auditor’s report
    • approving the fmancial statements, and
    • appointing the auditor for the next year.

    The agenda usually includes the election of directors, and reports from the Board, Committees and staff.

    The agenda must also include the general nature of any other business to be dealt with at the meeting. Members can raise any matter at a meeting, but they cannot vote on it if it was not included in the agenda.

  2. The Board sets the advance agenda for all members’ meetings. The notice calling the meeting must either include the agenda or be sent with the agenda. The notice must state the general nature of the items that the members will consider. Members can raise any matter at a meeting, but they cannot vote on it if it was not included in the agenda.
    If proper notice is given, the members can make any decision or pass any version of a by-law or budget. They can do this even if the version they pass is different from, or contrary to the original.
    Members can add items to the advanced agenda as stated in 3.06(d) and (e) of this by-law.
  3. At the meeting, the members can adopt the advance agenda with or without changes. However, only those items that were included in the notice of the meeting or advance agenda distributed by the Board, or in a notice as stated in 3.06 (d) of this by-law, can be voted on. Items added to the agenda under 3.06 of this by-law must be within the authority of the members as stated in 4.01 of this By-law.
  4. Members can have any items put on the advance agenda. However, members must give the secretary written notice of the item at least five days before the deadline for sending out the notice of the meeting.
    Any items which members add will be put at the end of the advance agenda unless the members change the order of the agenda during the meeting.
  5. If the members do not give notice to the secretary in time, they can, at their own expense, give written notice directly to all members at least five days before the date of the meeting.

A copy of a proposed by-law or budget must be given with the agenda or notice-of-meeting.

3.07 Continuing a Meeting on Another Date

  1. If business is not completed at a meeting, the members can make a decision to continue the meeting on another date. The members can set a specific date, or state how the date will be chosen. A majority vote is needed to make a decision. The agenda of the original meeting will be followed at the continued meeting unless the members decide to change it.
  2. If the members set a specific date for the continued meeting, there is no need to give another notice. If they do not set a specific date, the Board must give at least seven days notice of the continued meeting unless the members decided on a different notice period.
  3. Decisions made at a continued meeting will have the same effect as if they were made at the original meeting.

3.08 Quorum at Members’ Meetings

  1. No business shall be transacted, or motion or resolution adopted at any meeting of members unless a quorum of members is present. A quorum shall consist of 50% of the members entitled to vote at the meeting.
  2. If a quorum is not present within forty-five minutes of the time for which the meeting was called, the members present may adjourn the meeting to a date not less than five and not more than fifteen days thereafter. At least two days notice of the rescheduled meeting shall be given.
  3. If a quorum is not present at the rescheduled meeting within one hour of the time for which the meeting was called, then the quorum for the rescheduled meeting shall be reduced to 25% of the members entitled to vote and the business and motions to be considered by the meeting shall be limited to those referred to in the notice given.
  4. If the meeting was called upon requisition under 4.04 and if no quorum is present within forty-five minutes of the time for which the meeting was called, the meeting shall be dissolved and there shall be no obligation on the Board to call another meeting relating to the same subject matter.

3.09 Attendance by Non-Members

  1. Employees of the co-op who are not members have the right to attend and speak at members’ meetings. They cannot vote or make motions.
  2. Other non-members can attend and speak at meetings only if the chair gives them permission. The members can reverse the chair’s permission. Non-members cannot vote or make motions.

3.10 Record of Attendance

The secretary is responsible for ensuring that the names of all persons who attend members’ meetings are recorded.

3.11 Conduct of Members’ Meetings

The rules of order are a part of this by-law and are attached as Schedule A.

The chair uses the Rules of Order to run members’ meetings and decides any question about procedure which is not in the Rules of Order. The members have the right to appeal the chair’s ruling as stated in the Rules of Order.

3.12 Voting

  1. Every member of the Co-op has the right to one vote at any members’ meeting. Anyone can vote who is a member at the time the vote is held.
  2. Only members who are present at the meeting can vote. Members cannot appoint someone else to vote for them.
  3. A majority vote is needed to make any decision, unless a by-law, or the Act, states differently.
  4. A two-thirds majority is needed to pass or amend by-laws.
  5. An abstention is not counted as a vote. A time vote defeats the motion.
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