Participation: what the bylaws say about members and directors

About Member participation:

In the Occupancy Bylaw, 3.2. Member Involvement
Members must attend all general members’ meetings. Members should take part in the other activities of the co-op.

In the Membership Bylaw: Member Approval and Unit Allocation, 2.2. Membership criteria
Applicants should have:
(a) An understanding of co-operative principles and member participation
(b) A positive attitude towards living in a community with people from different social, economic and cultural backgrounds and have a commitment to treating other members with respect
(c) An interest in contributing to the operation and life of the co-operative
(d) A willingness to accept their responsibilities as co-operative members
(e) Indication of permanency or long-term commitment to the co-operative

In the Organizational Bylaw, 1.5 Electronic Participation
(a) Special meaning
In this By-law “electronically” means transmitting information or data by telephone or in other electronic or technological ways, including phone calls, voicemail, fax, e-mail, automated touch phone system, cell phone, computer or computer networks.

(b) Electronic meetings
When meetings are held electronically or have electronic participation, people who attend electronically must be able to reasonably participate in the meeting. They are considered to be present at the meeting for all purposes including quorum.

In the Organizational Bylaw, 19.9. Members’ Conflict of Interest
At members’ meetings, all members can discuss and vote as they wish, even if they have a conflict of interest. Members are encouraged to declare the conflict of interest before taking part in the discussion. Members should try to act in the best interests of the co-op as a whole.

In the Organizational Bylaw, 4.3 Quorum at Members’ Meetings
(a) Minimum number
Sixty (60) members is the minimum number that must be present for the co-op to hold a legal members’ meeting. This is called a quorum. A quorum must be present at the beginning of the meeting and at the time of any vote. If there is not a quorum, anything done has no official status.
• If there is a secret ballot, a quorum has to be present at the time the ballots are collected, but not when the result is announced.
• When counting quorum, the chair is included if the chair is a member of the co-op.

About Board members’ participation:

In the Organizational Bylaw, 10.2. Performance of Directors’ Duties
Each director must
• attend all board and members’ meetings unless excused by the board based on advance notice of absence or later information if advance notice was not possible
• prepare for all meetings
• comply with the co-op by-laws and with board decisions, and
• comply with the Directors’ Ethical Conduct Agreement and the Confidentiality and Conflict of Interest Agreement.

In the Organizational Bylaw, 11.3. Phone or Electronic Meetings
Any or all directors can participate in a board meeting by conference phone or other equipment where all the directors can communicate with each other simultaneously and instantaneously.
A director participating in those ways is considered to be present at the meeting.

In the Organizational Bylaw, Conflict of Interest,  19.5. Rules for Directors
(a) Declaring
If a director has a conflict of interest or is involved in a situation that could become a conflict of interest, the director must declare it in writing before the next board meeting. If the director learns about it at a board meeting, the director must declare it at the meeting.
(b) If in doubt, declare
If a director is not sure whether something would be a conflict of interest, the director must report it to the board in the same way as stated in the previous paragraph. If other directors or members think a director could have a conflict of interest or is involved in a situation that could become a conflict of interest, they should also report it to the board.
(c) Deciding
The board has to decide if there is a conflict of interest and what to do about it. It should be considered at the first meeting after it is declared or reported or the next one after that. The persons who might have a conflict cannot participate in the process of deciding. They cannot be present while the decision is being made. The conflict declaration and the board decision must be recorded in the minutes of the meeting. This could be in the confidential minutes if appropriate.

In the Organizational Bylaw, 17.2. Committee Membership
(c) Board members may not participate as a voting member of a committee during their tenure on the Board unless a bylaw states that they can. However, directors may function as a Board liaison to a committee or as a member of an ad hoc committee reporting to the Board of Directors.

In the Organizational Bylaw, Schedule C: Director’s Ethical Conduct Agreement
7. I will attend all board and members’ meetings unless excused by the board based on advance notice of absence.
8. I will prepare for board meetings and act constructively at all board meetings.
9. I will participate in all training programs as decided by the board, including on human rights and Ontario disabilities legislation and I will sign Schedule F Woodsworth Code of Conduct.

About Committees

In the Organizational Bylaw, 17.3. Confidentiality and Conflict of Interest Agreement
All committee members must sign a Confidentiality and Conflict of Interest Agreement within ten days after they become members. A signed copy must be given to the manager. People who fail to do this are automatically removed from the committee.