General Meeting Procedures & Guidelines
This page contains three sections about the General Meeting. Please continue reading or use one of these links:
Guide to General & Annual Meetings
The General Meeting’s (and Annual Meeting’s) rules of conduct are embodied in a document, approved at the May 2011 General Meeting. The Guide to the General Meeting and Annual Meetings is currently available as a PDF.
The GM and the Board of Directors
Revised and updated by Michael Salgo
Attorney for the Park Slope Food Coop
The Coop is a non-stock membership cooperative governed by the NYS Cooperative Cooperation Law (CCL) and the NYS Business Corporations Law (BCL). The procedures that it must follow are set out by its bylaws, the CCL and the BCL. Like all membership cooperatives, the Coop has members, officers and a Board of Directors. The term “member” in a non-stock cooperative means the same thing as the term “shareholder” in a corporation that issues stock.
The BCL essentially requires that a corporation be managed by a board of directors. Before the Coop was incorporated, it had been governed by an assembly called the General Meeting (GM), and that tradition was continued following incorporation in 1977. The Coop’s bylaws provided a continuing role for the GM by requiring the directors to “receive advice of the members” on all matters coming before the directors. Specifically, the Coop’s bylaws require the Board of Directors to meet at least ten times a year and to give notice to (i.e. invite) the members prior to each meeting. The bylaws also require the Board of Directors to “inform those members who shall be present of the nature of the business to come before the directors and receive the advice of the members on such matters.” (Article VI)
The directors are persons who were elected to the Board by the members at an annual meeting of the membership. Historically, the directors’ decisions have always been based on the advice received from the members of the GM. Directors are not required to ratify decisions made by the GM, however; they are legally bound to use their business judgment and act in the best interests of the corporation, and if they believe that a decision of the GM is illegal or irresponsible or is not in the best interests of the Coop, they should not ratify it.
The Coordinators have a dual role at the GM; they are required as officers of the corporation to report to the directors and they have a duty to present accurate information. They are also members and have the right to make their personal views known to the GM.
The Coop’s bylaws, in accordance with the CCL, also require it to have an annual meeting of the membership. This is the same thing as the annual meeting of the shareholders of a corporation. The bylaws provide that a quorum for such “meetings of the membership” shall be 100 members. The GM is not, and was never intended to be, a formal “meeting of the membership”; the only “meeting of the membership” regularly held by the Coop is the Annual Meeting in June. The bylaws do not provide for any other meetings of the membership. It is possible to hold an additional (“special”) meeting of the membership, but the procedure under the law is cumbersome.
Original version written by John Sandercock
Published June 1995
The Agenda Committee
When setting agendas for General Meetings, the Agenda Committee’s main considerations are: (1) the best interests and orderly functioning of the Coop, and (2) fairness to Coop members who wish to have their concerns placed on the agenda. Accordingly, the Agenda Committee has developed the following set of guidelines:
- The Agenda Committee makes every effort to place items on the GM agenda in the order in which they are received. The goal of the committee is to place items on the GM agenda within three months of submission to the GM.
- An item may be placed ahead of others submitted earlier if the item requires more immediate attention or its timely consideration at the GM is beneficial to the efficient running of the Coop, e.g., election of members to Coop committees.
- If a Coop member submits more than one agenda item, that member shall choose one of the items to be considered for placement on the agenda. Other item(s) by that member may not be considered for placement on the GM agenda until the first item is completed.
- If an item is likely to require substantial discussion time, it may be held for a later GM to permit fuller discussion. If there is strong sentiment at a GM (or Special Meeting) for follow-up discussion of an item, the Agenda Committee will take into account the will of the GM in scheduling agenda items.
- Where an agenda item has been considered by a GM, a subsequent proposal seeking substantially the same outcome will not be considered for future placement on the GM agenda unless the AC determines that one of the following three criteria has been met:
1) the substance of the item has changed;
2) the presenter has identified new information (not presented at the prior GM) that might reasonably be expected to change the outcome of the proposal; or
3) a sufficient period of time has passed that would warrant reconsideration by the GM.
- No item implicating a Coop committee will be placed on the GM agenda without giving the affected committee at least one month notice. That committee will be advised to discuss with the Chair Committee how it will be allowed to respond.
(all are links to PDFs in a separate tab)