2016 Resolutions

RESOLUTION #1
Submitted by: Calgary Co-op Board

WHEREAS:
it is desirable that member-owners who become candidates in the Director Election are able to participate in the interview process.

WHEREAS:
the interview process occurs during the busy December holiday period when candidates need to integrate their holiday plans, social commitments and family commitments with the interview process.

WHEREAS:
the December holiday season effectively removes two or more weeks from the business schedule.

WHEREAS:
staff cannot print the candidate platforms and ballots until all candidates confirm their intention to participate in the Director Elections.

WHEREAS:
paper ballots must be mailed to member-owners prior to the start of the 30 day election period.

WHEREAS:
the stress and pressures arising from the need to integrate the holiday period with personal and professional commitments could be avoided by moving the application deadline forward 30 days.

BE IT RESOLVED:
Bylaw 5.06. Nominating Procedure deadline date be changed from December 1 to November 1. The bylaw will read as follows:

“A candidate to become a Director must be nominated in writing on the form provided by the Directors for this purpose. Nominations must be signed by a minimum of five Member-Owners and be received by the Board Secretary of the Co-op, or designate of the Board, no later than 4:30 p.m. on a date to be determined by the Directors prior to the annual meeting, but not earlier than November 1.

RESOLUTION #2
Submitted by: Calgary Co-op Board

WHEREAS:
the bylaws allow any member-owner to submit a proposal for decision to the Annual Meeting at any time prior to the commencement of the meeting.

WHEREAS:
it is desirable that all member-owners are advised of proposals submitted for a decision at an Annual Meeting.

WHEREAS:
member-owners absent from the meeting will be unaware of a proposal they may wish to speak for or against had they known the proposal was going to be discussed.

WHEREAS:
the author(s) and supporters of a proposal submitted minutes before the commencement of the Annual Meeting will be the only member-owners fully conversant with the supporting data.

WHEREAS:
last minute submissions do not allow any time for Executive Management, the Board or Member-Owners attending the meeting to research the proposal and prepare an informed response.

BE IT RESOLVED:
Bylaw 4.10(b) be amended to require all proposal seeking a decision at an Annual Meeting be submitted 15 days in advance of the Annual Meeting.

The amended bylaw will read as follows: Except as otherwise provided in these Bylaws, notice in writing of a proposal shall be submitted to the Board Secretary of the Co-op, or designate of the Board, 15 days prior to commencement of an annual meeting.

Note: This change does not affect the right of member-owners to ask questions during the meeting.


RESOLUTION #3
Submitted by: David Usherwood

WHEREAS:
It is apparent to us as members in good standing that the Board of Directors is short of directors as of this date by at least 3 directors and is unable to accomplish the required fiduciary duties of the Board of Directors due to lacking skills, professional skills and professional designations of Board members and perhaps an inability to attract and retain qualified directors

BE IT RESOLVED:
That Section 5.01 By-Law be amended to read that:

The Board will consist of 12 Directors with nine said directors be elected as per the current selection procedures and an additional three directors to be Appointed Directors for a term of 3 years and said appointment may be renewed.


RESOLUTION #4
Submitted by: David Usherwood

WHEREAS:
The issue of Board compensation has gone around and around for years now with no resolutions except for a lot of emotion being express. It was most distressing to hear – my recollection - words to the effect that directors were mainly retirees and didn’t need to be fairly or reasonably compensated for duties performed.

BE IT RESOLVED:
That Section 5.18 (a) & (b) be repelled and replace with:

The Board of Directors shall consult/retain one or more recognized independent compensation consultants to developed and pass a motion of the Board to establish a rational on-going compensation policy for the compensation of all Board of Directors positions.The effective date of such motion to be effective date of the AGM and would be reviewed annually thereafter.

RESOLUTION #5
Submitted by: David Usherwood

WHEREAS:
The By-Laws seem to be silent on the “fiduciary duties” of the Board of Directors performed and what operating Calgary Co-operative Association Limited policy the Board is responsible and accountable for. Of particular concern are the policies with regard to Risk Tolerances of the Organization, Occupational Health & Safety, Employee Relations, Harassment and Dismissal Policies for Cause re Permanent Employees to name just a few.

BE IT RESOLVED:
The Governance Committee of the Board be charged to review on an ongoing schedule all such fiduciary policies of the Co-Operative and recommend appropriate changes.


RESOLUTION #6
Submitted by: Terry Vulcano

WHEREAS:
Voting for directors should be confidential

WHEREAS:
printing membership numbers on ballots removes confidentiality

WHEREAS:
Calgary Cooperative By-law 5.07 Voting Procedures Item b (ii) states “directors shall be elected by secret ballot …”

BE IT RESOLVED:
that ballots not include membership numbers.

 

RESOLUTION #7
Submitted by: Terry Vulcano

WHEREAS:
The Calgary Cooperative Association is capable of running its own election of directors

WHEREAS:
The use of scrutineers has been successful in the past

WHEREAS:
Scrutineers provide an unbiased way to determine winners in ballot counting

BE IT RESOLVED:
that the Calgary Cooperative not use an independent firm (accounting or otherwise) to count the ballots for board of directors.

 

RESOLUTION #8
Submitted by: Terry Vulcano

WHEREAS:
Any qualified member may stand for election as a director and members are capable of determining who they want as Director

WHEREAS:
Members qualifications, background and interests are made available through candidate profiles

WHEREAS:
screening questions done by a consulting firm were lacking merit and not all candidates were interviewed

BE IT RESOLVED:
that consulting firm not be used to pre-screen candidates

 

RESOLUTION #9
Submitted by: Terry Vulcano

WHEREAS:
The Calgary Cooperative is a Cooperative and

WHEREAS:
cooperatives are founded on principles of cooperativism and fair democracy

WHEREAS:
there is no need to have candidates screened

BE IT RESOLVED:
there be no bias in presenting candidates name on the ballots.


RESOLUTION #10
Submitted by: Terry Vulcano

WHEREAS:
The Calgary Cooperative has elected worthy directors in the past who brought the cooperative to expand be a great organizations

WHEREAS:
there has been nothing remarkable achieved where the Calgary Coop used a preferential ballot type ballot for selecting directors

WHEREAS:
that use of preferential ballot is in opposition to fair practices of democracy and fair principles of democracy

BE IT RESOLVED:
that preferential ballots (showing bias for candidates by order or colour background) not be used and that no such distinguishing indicators be used on Candidate Profiles nor on posters promoting balloting.


RESOLUTION #11
Submitted by: Terry Vulcano

WHEREAS:
Allowing Board of Directors to decide who will be given preference on a ballot is against the principles of cooperatives and practices & values of fair democratic choice

WHEREAS:
Whereas such practice favours candidates the existing board prefers

WHEREAS:
Section 4.11 (a) of the Calgary Cooperative By-laws states members shall have one vote only and by allowing the board of directors to pre-select who is favoured in a ballot presentation amounts to giving the board of directors two votes

BE IT RESOLVED:
that the Board of Directors may not choose nor indicate who they prefer to see given preference on a ballot