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Why the Saskatoon Co-op Board is wrong to dismiss our submitted resolutions

In late March, the Saskatoon Co-op Board rejected all six reform resolutions that Co-op Members for Fairness ratified at the March 7 Town Hall, ratified by the approximately 80 Co-op Members present. We submitted these resolutions in a timely fashion to be considered at the June 20 AGM.

We are of course disappointed in the Co-op Board for dismissing these, but we also have reason to be angered by their rejection. While at some point, we may put out an item-by-item response, the key paragraph in their reasoning is this (in their specific response to the first resolution, “Democratic Control”:

“The final paragraph in the preamble to this resolution states that the Co-operatives Act, 1996 enables changes to the bylaws to allow the voting process at the AGM to be improved. Unfortunately, the Co-operatives Act, 1996, is somewhat outdated and does not have the flexibility for alternative voting arrangements as are found in other corporate statutes.

“Since this would propose a change not permitted by the Act, the motion would be out of order. The board accordingly determined that the resolution not be circulated with the Co-op’s AGM materials.”

Similar reasoning was invoked through the rest of the Board’s reply to us.

While the Board offers up the Co-operatives Act, 1996 as a definitive, hard-nosed legal reality that limits the Board’s scope of authority to change the voting arrangements at the AGM, this reasoning is nonsensical. The reason why is that under provincial law, there are specific reasons that a Co-operative can use for refusing to allow resolutions to be included in the materials circulated at the AGM for members to vote on.

The Co-operatives Act, 1996 in Part X Section 111 states that:

(2) A member who is entitled to vote at an annual meeting of members may:

(a) submit to the co-operative notice of any matter that the member proposes to raise at the meeting; and
(b) discuss at the meeting any matter with respect to which the member would have been entitled to submit a proposal.

(3) Where the member who submitted the proposal requests, the directors of the co-operative shall:

a) send the proposal with the notice of the meeting at which the proposal is to be presented; or
b) make the proposal available to all members entitled to attend and vote at the meeting.

(4) Where the member who submitted the proposal requests, the co-operative shall include in or attach to the notice:

(a) a statement by the member of not more than 200 words in support of the proposal; and
(b) the name and address of the member.

(5) A co-operative is not required to comply with subsections (3) and (4) where:

(a) the proposal is not submitted to the co-operative at least 45 days before the anniversary date of the previous annual meeting of members;
(b) in the opinion of the directors, the proposal is submitted by the member primarily for the purpose of:

(i) enforcing a personal claim or redressing a personal grievance against the co-operative or its directors, officers, members or other security holders; or
(ii) promoting general economic, political, racial, religious, social or similar causes;

(c) the co-operative, at the member’s request, included a proposal in a notice of meeting of members held within two years preceding the receipt of the proposal submitted pursuant to subsection (2), and the member failed to present the proposal at the meeting;

(d) substantially the same proposal was submitted to members in the notice of a meeting of members held within two years proceeding the receipt of the member’s request and the proposal was defeated; or

(e) in the opinion of the directors, the rights conferred by this section are being abused to secure publicity.

In ruling out of order all six of the resolutions of the Co-op Members For Fairness Resolutions Subcommittee, the Saskatoon Co-op Board did not refer to any of these reasons.

Instead, they arbitrarily decide that they have no merit, and state more than once that the members (who are the shareholders and owners of the co-op) have no power other than to elect the board of directors, and certainly not to tell the board what to do. By ruling the resolution on democratic control out of order, they have also decided that they will not allow even so much as a discussion of any change to the method of electing directors, to limit the chances of meaningful changes to the board.

We maintain that the Act does, in fact, allow the membership to bring up ANY resolution for discussion and voting at the AGM, other than ones that fall within the reasons given in the Act for refusing them. The bylaws of the Saskatoon Co-op can ONLY be changed by the members, not the directors, as outlined in Sections 111 and 112 of the Act, so members must be allowed to decide what changes, if any, they want made.

This opportunity is being denied to the members of the Saskatoon Co-op, and needs to be answered by a strong presence at the AGM on June 20 by voting members who are interested in reform.

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