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October 29, 2019
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Matt Dolf
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Rule 14: General meetings of the Co-op
14.1 The Annual General Meeting
The Co-op must hold an Annual General Meeting at least once each calendar year and which meeting must take place not later than four months after the fiscal year end of the Co-op, but the Registrar may approve of the meeting being held on a suitable date close to the date when the meeting ought to have been held.
14.2 Business of the Annual General Meeting
At each Annual General Meeting, and subject to the Act, the following business must be considered:
[a] report of the Directors;
[b] financial statement;
[c] auditor’s report;
[d] election or appointment of Directors; and
[e] appointment of auditor.
14.3 Order of business
The order of business at the Annual General Meeting, to the extent appropriate in the circumstances and subject to the approval of the members at the meeting, must be as follows:
[a] call to order;
[b] approval or variation of agenda;
[c] minutes of preceding meeting to be disposed of;
[d] business arising out of minutes;
[e] financial statements;
[f] report of the auditor;
[g] appointment of the auditor;
[h] report of the Directors;
[i] election of Directors;
[j] special business, unfinished business, and new business; and
[k] adjournment.
14.4 Frequency of general meetings
In addition to the Annual General Meeting, the Directors must call a general meeting not less than once each year to review the business and operations of the Co-op and any other business as may be brought before the meeting, on a day and at an hour and place determined by the Directors in their discretion.
14.5 Calling of special general meetings
The Directors may call a special general meeting when they think fit and must call a special general meeting when requisitioned to do so in accordance with the Act.
14.6 Order of business at general meetings other than the Annual General Meeting
The Directors may, subject to the approval of the members at the meeting, determine the order of business at a general meeting, other than the Annual General Meeting, which is governed by Rule 14.3.
14.7 Time and place of general meetings
General meetings must be held at the time and place in British Columbia that the Directors specify.
14.8 Notice of meeting to be given
Every member and the auditor must receive:
[a] at least 14 days’ notice of every Annual General Meeting of the Co-op and of every general meeting at which a special resolution is to be proposed; and
[b] at least seven days’ notice of any other type of general meeting.
14.9 Notice must specify
The notice of meeting must specify:
[a] the place, day, and the hour of the meeting; and
[b] the general nature of the business to be considered at the meeting.
14.10 Notice of special resolution
If a special resolution is to be proposed at a general meeting, the notice of the meeting must include the full text of the special resolution. If amendments to the text of the special resolution are reasonably anticipated to be made, the notice of the meeting shall state that amendments may be considered and voted upon by the members at the meeting.
14.11 Financial statement
A copy of the financial statement that is to be placed before the Annual General Meeting must be provided to the members in advance of the date of the meeting.
14.12 Meeting valid despite failure to give notice
The accidental omission to give notice of any general meeting to, or the non-receipt of any notice by, a member or person entitled to receive notice, or any error or omission in the notice does not in itself invalidate any proceedings at that meeting.
14.13 Requirement for quorum
No business, other than the election of a chair and the adjournment of the meeting, may be transacted at any general meeting unless:
[a] a quorum of 15% of the members entitled to vote are present in person at the commencement of the meeting; and
[b] at all times not less than five members are personally present.
14.14 Lack of quorum
If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting is dissolved and shall not be reconvened on the same day.
14.15 Adjournment of a meeting at which quorum is present
Despite any other provision of Rule 14, the chair of the meeting may, and if so directed by the members must, adjourn a meeting at which quorum is present from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
14.16 Quorum at an adjourned meeting
If the quorum required by Rule 14.13 is not present within 30 minutes from the time appointed for an adjourned meeting, those members present shall constitute quorum, unless the notice specifies otherwise as to quorum.
14.17 Chair
Every general meeting will be chaired by:
[a] the president; or
[b] the vice-president, if the president is absent, unable, or unwilling to chair the meeting,
unless the majority of the Directors choose another person, who need not be a member, to be the chair.
14.18 If no chairperson
If there is no such chairperson present within 30 minutes after the time appointed for holding the meeting, the members present at a general meeting must elect a member to chair the meeting.
14.19 Recording secretary
The Directors must appoint a recording secretary, who need not be a member, for the general meetings.
14.20 Minutes of meetings
The minutes of all resolutions and proceedings at a general meeting must be filed in the books provided by the Directors for that purpose.
14.21 Persons entitled to be present at general meetings
The only persons entitled to be present at a general meeting are members, the auditor of the Co-op, and others who are entitled or required under any provisions of the Act or these Rules. Other persons may be admitted to the meeting only on the invitation of the chair or with the consent of the members at the meeting.
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