Annual General Members’ Meetings
The Co-op must hold an Annual General Members’ meeting no later than four (4) months from the end of the Co-op’s fiscal year, and not more than fifteen (15) months after the previous Annual General Meeting.
 
Regular Members’ Meetings
The Board must call regular Members’ meetings at least two (2) times a year.  These meetings are in addition to the Annual General Meeting.
 
Special Members’ Meetings
The Board or Members, at a proper meeting, can call a special Members’ meeting.  
 
Section 79 of the Act specifies the way in which the Members may requisition the Directors to call a general meeting.
 
Place of Meetings
Members’ meetings must be held where the Co-op is located, or at any other place within the City of Toronto as designated by the Board.
 
Notice of Members’ Meetings
Notice of any Members' meeting must be given to the Members not less than ten days and not more than fifty days before the date of the meeting.  Notice must include the time and place of the meeting as well as the agenda.  Article 13.2 of this by-law states rules for giving notice.  
 

Agenda of Regular or Special Members’ Meetings
a) The agenda for each Annual General meeting must include 

• approval of the auditor’s report

• approval of the audited financial statements, if not contained within the auditor’s report

• appointment of the auditor for the next fiscal year

• election of the Directors

 
Members can raise any matter at a meeting but a vote will only be allowed on matters that are on the agenda.
 
b) For all Members’ meetings, the Board sets the agenda in advance.  The notice calling the meeting must include the agenda or be sent with the agenda.  The notice must state the general nature of the items that the Members will consider. 
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 by-law or budget.
 
Members can add items to the advance agenda as stated in 4.6 (d) and (e) of this by-law.
 
c) At the Members’ meeting, the Members can adopt the advance agenda with or without changes.  However, only those items that were included in the notice of meeting and advance agenda distributed by the Board, or in the notice as stated in 4.6 (d) of this by-law, can be voted on.  Items added to the agenda under 4.6 of this by-law must be within the authority of the Members as stated in 5.1 of this by-law. 
d) Members can have any item put on the advance agenda.  However, Members must give the Corporate Secretary written notice of the item at least seven (7) days before the deadline for sending out the notice of the meeting. 
e) If the Members do not give notice in time to the Corporate Secretary, of a change to the agenda they can, at their own expense, give written notice directly to all Members at least ten (10) days before the date of the meeting. 
f) A copy of any proposed by-law, budget or other supporting documentation related to the agenda does not have to be given with the agenda or notice of meeting.  However, a copy must be given to each Member as stated in 13.2 of this by-law at least five (5) days before the meeting. 
 
Minutes of Members’ Meetings
The minutes of all Members’ meetings shall be made available to all
Members within one (1) month of the date of the meeting.
 
A copy of the Members’ minutes must be available to Members in the Co-op office during regular office hours.
 
The advance agenda for the next Members’ meeting must be accompanied by the minutes of the previous Members’ meeting                                                                                                                                                                                                                              
Continuing a Meeting on Another Date

• 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 a date will be chosen.  A majority vote is needed to make the decision.

• The agenda of the original meeting will be followed at the continued meeting unless the Members decide to change it.

• 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 two (2) days notice of the continued meeting, unless the Members decided on a different notice period.

• Decisions made at a continued meeting will have the same effect as if they were made at the original meeting.

 
Quorum at Members’ Meetings

• Quorum at Members’ meetings means the minimum number of Members who must be present for the Co-op to hold a Members’ meeting and make decisions or transact any business.

 
If there is no quorum, anything discussed has no official status.

• Twenty (20) percent of the Members, or 25 Members, whichever is the lesser, shall constitute a quorum.

• A meeting must be called off if a quorum has not arrived thirty (30) minutes after the meeting is scheduled to start.  The Members who are present can vote to continue the meeting at a date not less than five (5) and not more than fifteen (15) days later.  At least two (2) days notice of the continued meeting must be given to the Members. 

• If a full quorum has not arrived thirty (30) minutes after the continued meeting is scheduled to start, the quorum for that meeting will be considered to be fifteen (15) percent of the Members.  

• If Members have requisitioned a special meeting and there is no quorum present thirty (30) minutes after the meeting was scheduled to start, the meeting must be called off.  Those present do not have the right to continue the meeting as in 4.8(c).  The Board does not have to call another meeting in response to the requisition.

 
Attendance by Non-Members

• Employees of the Co-op who are not Members may be permitted by the Board to attend and speak at Members’ meetings, unless the Members decide otherwise.  They cannot vote or make motions.

 

• Other non-Members can attend and speak at meetings only if the Board gives them permission.  The Members can reverse the Board’s permission by a majority vote of the Members attending the meeting.  Non-Members cannot vote or make motions.

 
Record of Attendance
The Corporate Secretary is responsible for recording the names of all persons who attend Members’ meetings.
 
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.
 
Voting

• 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 that the vote is held.

• Only Members who are present at the meeting can vote.  Members cannot appoint someone else to vote for them.

• A majority vote is needed to make any decision, except in order to pass or amend by-laws, in which case a 2/3 majority is required.

• An abstention is not counted as a vote.  A tie vote will defeat the motion.