Incorporating is a big step for a co-op. It makes the business a legal entity, allows it to open a bank account, sell memberships, and operate. Once you’re incorporated, your steering committee becomes an official board of directors.
Being a member of a co-op’s first board comes with responsibilities. It’s about more than just going to meetings. As a board member, it’s your job to help the business succeed and ensure the co-op follows regulations.
Here are five things the board needs to do once your co-op is incorporated.
Start Taking Meeting Minutes
Okay, you were probably taking meeting minutes before incorporation. If so, that’s great, keep it up! Recording meeting minutes is a normal process for any board, even if it is a bit of a chore.
Minutes not only help keep track of the board’s decisions and action items, but the board is also legally required to take them. If your co-op undergoes an audit or is named in a lawsuit, your meeting minutes may be used as evidence. For this reason, the minutes should show the board is fulfilling its obligations to manage the co-op and practice good governance.
Need some more advice on how to become an expert minute-taker? Check out our Guide to Meeting Minutes to learn more.
Create a Minute Book
Keeping a minute book is a great idea. You can do this in a few different ways: in a folder on a computer owned by the co-op, in a digital/online file like Dropbox or Google Drive, or just a plain ol’ binder. Whatever method you choose will be a place to store meeting minutes and other records the board needs to keep. Boards have to keep certain records at the co-op’s registered office; this includes minutes, certifications, registrations, a registry of members and directors, and accounting information.
Once your co-op is incorporated, keep copies of the articles, bylaws, and certificate of incorporation in your minute book. Maintaining a minute book will help keep track of important historical information, so the board can better on-board new directors, respond to information requests, and comply with government standards.
For more on keeping a minute book, check out this resource on managing records.
Keep Track of Your Members
A big benefit of incorporating a co-op is that it can open a bank account, begin selling memberships, and start raising money. But, before it does, lay some groundwork to keep track of things.
For example, the board should create a membership agreement/application that clarifies what a membership means and what a member’s responsibilities in the co-op include. The board can also use this form to collect contact information from members and confirm their investment in the co-op. You can use this template to start building your own.
As the board begins on-boarding new members, it should create a member registry. This registry should track your members, their contact information, investment, and any money owed to the co-op. This important document will ensure the co-op can communicate with members and manage their engagement in the business.
Begin Planning For the AGM
Once the co-op is incorporated, one of your board’s biggest responsibilities is annual reporting. Each year, your co-op needs to hold an annual general meeting to report to members and then report to the government (i.e. file an annual return). Usually, preparing for these annual meetings is pretty straightforward, and the board only needs to pass three simple resolutions.
As soon as the co-op is incorporated, start working towards your first annual meeting. Each province has different timelines for this. In BC, a co-op needs to hold its AGM within three months of incorporating; in Manitoba, they can wait up to 18 months! Make sure to find out what the rules are where you are.
Discuss Board Culture
The most important thing you need to do as a board is figure out how you want to work together. This is especially important for board chairs who lead the meetings. As a board, have an open and honest conversation about how you want meetings to run, what level of detail you want in the meeting minutes, whether you prefer texts, e-mails, or phone calls, and how formal the decision-making processes should be. Your board needs to be a team, and clearing the air about how to best get things done will set it up for success. This discussion could be informal or, if the board prefers writing down rules, captured in a terms of reference.
One More Thing!
As a start-up board, you might need a bit more help. Check out our Board Basics Workshop to learn what it means to be a board member in a co-op, what your obligations include, and pick up some tips and tricks that’ll help you out. This FREE workshop is available to boards of co-op start-ups. And if you want an introduction to starting a co-operative, sign up for our free online Intro to Co-ops course!