It’s the most wonderful time of the year – AGM season! Co-operatives and credit unions will soon be issuing notices to shareholders and members of their annual general meeting (AGM). For those of us who love the ‘noinky bits,’ we look forward to this all year. For those of you not as impressed by policy and procedure, it’s still essential to your organization that you participate.
AGMs are an important opportunity for shareholders and members to participate in an organization’s governance and decision-making. Generally speaking, the more vibrant the AGM, the healthier the business. (Plus, there’s usually cake and who doesn’t love cake?!).
For directors and management, there’s a lot of planning that goes into an annual meeting. If you’re a bit new to the AGM thing, here’s 5 things to add to your to-do list when planning an AGM.
Assign roles and delegate responsibilities
Annual meetings can be highly structured or fairly informal, depending on preferences of shareholders and seriousness of the business being discussed. In all cases, however, there should be clear roles and responsibilities at the meeting to keep things on track and moving forward.
Before the annual meeting, the board of directors should assign these roles to volunteers that are willing to better understand the required processes and help structure the meeting. At minimum, an annual meeting will need a recording secretary (usually the board’s secretary), a chair (usually the co-op’s president), and a volunteer to lead the board election process.
If your co-op requires an audit, the AGM is where you appoint an auditor and that appointment needs to be voted on and passed by shareholders.
For co-ops that want to strictly enforce Robert’s Rules of Order, the co-op may appoint a parliamentarian (or expert on the rules of order) to ensure proper procedure is followed.
Organize nominating and voting procedures
All co-operatives should have provisions in their bylaws for director nominations and voting. It’s the board’s responsibility to follow these provisions into practice.
Typically, a nominating committee is created to find a slate of candidates for the board. If the number of nominees exceeds the boards maximum number of directors, an election will be required. The nominating committee is responsible for overseeing the declaration of candidates and the distribution and collection of ballots. It’s also a good idea to have volunteers count/scrutinize the ballots and announce the successful candidates.
Many co-operatives incorporate some technology into this process and host their elections in the weeks leading up to the AGM.
Organize a process for submitting and voting on resolutions
A resolution is a formal (often written) decision to do something (be more environmentally-friendly, for example). Resolutions impact and form future activities for the co-operative. All co-operatives should have provisions in their bylaws that outline the process for submitting and voting on resolutions.
Implementing this process usually involves appointing a resolutions committee or designating a board member or shareholder to be a contact for those submitting resolutions. This person or group should have a good understanding of the co-op and existing regulations to ensure any submitted resolutions are not unlawful (selling a banned substance, for example) or unnecessary (because provisions already exist for it).
Finalize all year-end reports
One of the most important components of the AGM is presenting reports and information to shareholders. Communicating this information thoroughly and transparently to all shareholders, and with time to review, is important to the decision-making process and quality of decision-making arising from an AGM.
These reports normally include a president’s report, a manager’s report, any other committee reports, and an auditor’s report on the co-op’s finances.
It is also wise to organize these reports soon after the co-op’s year-end to allow directors time to review all material before distributing to the shareholders. If an audit is required, a significant amount of time should be allocated to preparing documents and working with the auditor to answer questions or provide documents (e.g. financial statements, minutes, resolutions, etc.).
Most importantly – notify shareholders
The primary purpose of an annual meeting is to present information to the co-operative’s shareholders for approval. Ensuring those shareholders are present and well-informed is a critical task.
Co-operatives should have provisions in their bylaws outlining the minimum number of shareholders required to carry on business at an annual meeting (quorum). Ensuring this number is met (and preferably exceeded) is important for a well-managed, accountable co-operative business.
Many co-operatives create a policy outlining the necessary steps taken or forums used to notify shareholders. This often includes posting notice on the co-op’s website and social media, advertising in local newspapers, delivering direct mail and email, and hanging posters or disseminating handbills if the co-op has a physical space.
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