Tag: organizational bylaw

A summary of  key points that the Board and members should know about general members’ meetings (GMMs), based on Organizational Bylaw #83.

Article 3.3. Notice of Members’ Meetings

Length of notice
Notice of a members’ meeting has to be given at least ten days before the date of the meeting, except for Continuing Meetings, 4.3 C). It can’t be given more than forty-nine days before the meeting.

Who gets notice
Notice of a members’ meeting has to be given to everyone who is a member at the time the notice is sent out. (Note: The membership process is only completed when the new member signs the occupancy agreement.)

Contents of notice
Notice of a members’ meeting has to state the date, time and place of the meeting. It has to include an agenda for the meeting or state the general nature of the business at the meeting.

Financial statements
A copy of the financial statement and auditor’s report has to be given to each member at least ten days before the annual general meeting.

Proposed by-law or budgets
A proposed by-law or budget has to be mentioned in a notice of meeting or an agenda sent out with the notice. A copy of the proposed by-law or budget has to be given to each member at least five days before the meeting.

Article 4.2. Authority of Members’ Meetings
A members’ meeting can amend any by-law or budget presented to it. Any decision at a members’ meeting must be within the powers of the members as stated in section 6.1 of this By-law (Co-op Act Requirements). See also Amendments in Schedule A Rules of Order, Section 4.

Article 4.3 Quorum
Sixty (60) members is the minimum number that must be present for the co-op to hold a legal members’ meeting.

Article 4.4. Attendance by Non-Members
(a) Non-members
Non-members, including staff, can attend and speak at members’ meetings only if the chair gives them permission. The members can reverse the chair’s permission. Non-members cannot vote or make motions.

Article 5.2. Rules of Order
The Rules of Order are a part of this By-law. They are attached as Schedule A. The chair uses the Rules of Order to run members’ meetings, and decides any question about procedure that 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.

Voting by chair at members’ meetings
The chair can vote only if the chair is a member of the co-op and only in the following situations.
• Secret ballot: The chair can vote on a secret ballot. If it is a tie, the chair does not get a second vote.
• Other votes: The chair can vote only to break a tie. Otherwise, the chair does not vote.

Article 5.4. Majority Required
(a) Simple majority
A simple majority vote is needed to make any decision at a members’ meeting unless a by-law or the Co-op Act has other requirements.
A simple majority is more than half the votes cast, without counting abstentions.
A tie vote defeats the motion.

Note: The operating and capital budget require a simple majority vote in favour. Exception:  Major Commitments (Article 24.2)

(b) Two-thirds majority
A two-thirds majority vote is needed to confirm by-laws and by-law amendments. This means at least two-thirds of the votes cast, without counting abstentions and without rounding.

A two-thirds majority vote is also needed to confirm special resolutions. Special resolutions are required in certain situations stated in the Co-op Act and the co-op by-laws. Examples are when amending the Articles of Incorporation and when approving Major Commitments under Article  24.2(a) (Approval Process – How member approval is given).

(c) Calculating majorities
Rule 6 in Rules of Order (Voting) in the Rules of Order states how a simple majority and a two-thirds majority are calculated. Examples are in the Comment in Rule 6 of Rules of Order.

Article 6. Member Control
6.1. Co-op Act Requirements
The Co-op Act states the basic requirements for member control and board. of directors responsibility. These are:
(a) Board responsibility
The board supervises the management of the affairs and business of the co-op.
(b) Member control
The members do not manage the affairs of the co-op. They have final say only in the ways stated in the Co-op Act. In addition, the by-laws require member approval for certain actions. Examples where member approval is required are:
• electing directors
• removing directors
• approving the housing charges
• approving operating and capital budgets
• appointing the auditor
• approving commitments as stated in section 24.1(a) (Major Commitments – When member approval is needed)
• confirming by-laws and by-law changes

Rules of Order,  Schedule A, Organizational Bylaw

Rule 1: Chair

In these rules of order, the “chair” means the person chairing the meeting at the time that the rule applies.

1. Choosing chair: The chair is chosen as stated in section 5.1 of the By-law (Chair).

2. Role of chair: The chair makes sure that meetings run smoothly. The chair tries to make sure that members have a chance to discuss every item on the agenda fully and fairly and that the meeting comes to a clear conclusion.

3. Participation by chair: A chair who wants to discuss a motion must step down until the meeting has dealt with all matters concerning the motion. Another person approved by the members can chair the meeting in the meantime. This applies whether the chair is a member or non-member.

4. Voting by chair: Section 5.3(d) of the By-law (Voting – Voting by chair) states when the chair can vote. For directors’ voting at Board meetings, see article 11.6 in this bylaw.

Rule 2: Motions

How to deal with things: A meeting can deal with an item of business on the agenda in three ways: 

• The member who asked that the item be put on the agenda can ask the members to approve a proposal by “moving” it. If the member does not want to make a motion, another member can make one.

•. The chair can present an item on the agenda and ask if any member wishes to make a motion.

•. A member can present an item on the agenda for discussion without making a motion. The chair decides if a motion is needed. If so, the chair asks for a motion.

2. Seconder needed: Another member must “second” a motion. If there is no seconder, members cannot discuss the motion.

3. One motion at a time: Members can only discuss one main motion at a time.

Comment: See Rules about more than one amendment. 
A main motion tells members what the proposal is. It’s helpful if the motion can be written and sent to members before the meeting. If possible, get motions written, given to the chair, and written on a flip chart for members. The secretary reads the motion to the members before a vote is taken.

Rule 3: Speaking

Speaking on a motion: Members can discuss a motion after it has been moved and seconded. The chair controls the discussion.More details in Schedule A: Rules of Order

Rule 4: Amendments

1. Motion to amend: When a member is speaking, the member can suggest a change to a main motion. The member does this by moving an amendment. The motion to amend must be seconded like any other motion.

2. Majority needed: An amendment must have the same majority as the motion that it amends. This means that an amendment to a proposed by-law requires a two-thirds majority vote to pass.

3. When not permitted: An amendment cannot in the opinion of the chair:
• be unrelated to the main motion; or
be contrary to the meaning of the main motion.

Comment: Members cannot amend a motion by moving a whole new motion, or by an amendment that is directly against the meaning of the main motion.

A member who wants something contrary to the main motion can
• speak against the motion
• ask the mover and seconder to withdraw the main motion
• ask the members to defeat the main motion so a different motion can be moved.

4. Friendly amendments: A member can ask that the mover and seconder of the main motion accept a change to their motion. If they accept the change, it becomes part of the main motion.

5. Withdrawal of a motion: The member who moved a motion can withdraw it at any time during the discussion if the seconder agrees. If any members still want to vote on the motion, they can move and second the same motion themselves.

Comment: The mover might decide that this is not the right time to make a decision, or might feel that someone else has a better motion to present.

Rule 5: Procedures for Amendments

1. Discussion on amendments: After an amendment has been moved and seconded, speakers can only speak about the amendment. They continue to do so until the amendment has been voted on. The chair will keep a separate speakers’ list for the discussion on amendments.
2. After amendment: After the amendment has been voted on, discussion can continue on the motion as amended or the original motion if the amendment was defeated.

3. Only one amendment: Only one motion to amend can be on the floor at one time. After the meeting deals with that amendment, members can move other amendments if they wish.

Comment: Usually only one amendment at a time should be under consideration. Members can easily become confused if there are several amendments being discussed at once. If the chair decides there can be more amendments, there should be great care taken to see that members understand what the current amendment is.

Rule 6: Voting

When to vote: The chair calls for a vote
• after every member who wishes to speak has spoken
• at a fixed time that the members decided the vote would take place
after the members pass a motion to call the question
More examples in the Schedule.

OR

Rule 7: Motions About Procedure

1. Calling the Question: When a member is speaking, the member can ask for an immediate vote by saying “I call the question” or “I move to end the debate”. There must be a seconder. The chair will immediately ask the members to vote on whether they want to finish the discussion at this point. A two-thirds majority vote is needed. The vote is by show of hands.
• If the motion to call the question is carried, the members then vote on the main motion or amendment.
• If the motion to call the question is defeated, members can continue the discussion.

Comment: A motion to call the question should be used when members seem to be ready to vote and when speakers are not saying anything new. It should be used carefully because it may take away someone’s right to speak.

For more see
https://www.woodsworthcoop.ca/index.php/by-laws/organizational-by-law/

The full Rules of Order that Woodsworth must use are in Schedule A.