> Co-operatives  > Operating as a co-operative  > Voting and meetings

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• Voting
• Special resolution
• Resolution by circulated document
• Ballots
• Meetings

Voting

Entitlement
A member must be an active member to be entitled to vote. (s179)

A person is only entitled to exercise under power of attorney the power of one member to vote. A person may only exercise the power to vote for one body corporate in the capacity as a representative of that body corporate. (s177 and 178)

A member cannot vote if the member has sold or transferred or disposed of the beneficial interest in the member's shares, or agreed to do so. (s180A)

Any vote cast by or on behalf of a member when not entitled to vote must be disregarded. (s184)

One vote
The right to vote attaches to membership and not to share holding. Each member has only one vote at a meeting of the co-operative. (s175)

Proxies
Voting by open (where the proxy may decide how to vote) or closed proxy at general meetings may be permitted by the rules of a co-operative. The proxy must be an active member. If the proxy is open, the person may not act for more than 10 persons or a lesser number if specified in rules. (s176)

Control of right to vote and effect of relevant share and voting interests
A person must not directly or indirectly control the exercise of a member's right to vote. A member may not vote, unless CBS orders, if another person has a relevant interest in any share held by the member or in the right of the member to vote. (s180 and 181)

Relevant interest - basic rules
A person who has power to vote in respect of a right to vote has a relevant interest in the right to vote. A person who has power to dispose of a share has a relevant interest in the share. (Schedule 2, clause 2).

Special resolution

A special resolution may be passed by postal ballot if the rules authorise or the Act requires. A special resolution requires a two-thirds majority at a general meeting or in a postal ballot, and a three-quarters majority in a special postal ballot. (s187)

Notice
CBS must be given twenty-eight days notice of a proposed special resolution, before the co-operative gives notice to members. (Form 11B) Members must be given twenty-one days notice of the special resolution. (S 187) Any application to CBS to shorten either of these periods must be made, and approved of by CBS, before the notice of the proposed special resolution is given to CBS. (S 421) See page 48 of policy pdf.
CBS may disallow a proposed special resolution before it is passed if of the opinion that its effect if passed would contravene the legislation or any other law. (S 189) See page 24 of policy pdf.

Registration
Within 21 days (unless the period is extended - see s 421) after passing the special resolution, it must be lodged for registration by CBS. See page 24 pf the policy pdf. A special resolution relating to:

• removal of an auditor
  
• expulsion of a member
  
• alteration of rules, or
  
• any matter for which a special resolution is required to be passed by a special postal ballot

has no effect until registered. (s110, 191 and 192)

Resolution by circulated document

Fewer than 50 members
A co-operative that has fewer than 50 members may pass a resolution (not a special resolution) without a general meeting being held, if all the members sign a document that they are in favour of the resolution. (s193B)

Application
This applies to a resolution including for appointing an officer or auditor (not for removal of an auditor) if the resolution is required or permitted under the Act or the rules of the co operative to be passed at a general meeting.

It does not apply to a resolution requiring:

• more than 14 days notice under the Act or
  
• more than a simple majority. (s193A)

Ballots

Requisition
A postal ballot or a special postal ballot must be held on the written requisition of at least 20% of active members. (s197)

Postal
A postal ballot may be held as provided by the rules and must be conducted in accordance with Schedule two to the Regulations. This includes requirements for returning officers, voting, safekeeping of ballot papers, and counting of the votes. (s194)

Special postal
A special postal ballot is required for a proposal for:

• conversion of a share capital co-operative to a non-share capital co-operative or vice versa
  
• conversion of a trading co-operative to a non-trading co-operative or vice versa
  
• acquisition or disposal of major assets
  
• maximum level of share interest in a co-operative
  
• takeover of a co-operative
  
• merger or transfer of engagements and
  
• a member's voluntary winding up. (s196)

The documents to be submitted to each member must be accompanied by a disclosure statement approved by CBS, which includes information relating to the financial position of the co-operative and the interests of the directors in the proposal. (s195) See page 26 of the policy pdf.

Meetings

Quorum
The quorum for a meeting of a co-operative must be stated in the rules. (s202)

Annual General
The first annual general meeting must be held within 18 months after incorporation.

Subsequent annual general meetings must be held within five months after the close of the financial year, or as extended by CBS. (s199)

Minutes
The minutes of each general meeting, board meeting and subcommittee meeting, and resolutions of the board must be recorded within 28 days after the meeting or the resolution to which they relate. (s205 and 211)

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