Annual General Meeting

(1) A bylaw amendment to make it clear that the Board may remove a director in the event the director has breached the Co-op Code of Conduct and Ethics (recommended by the Board); and

(2) A bylaw amendment to reduce the amount that a member must have spent at the Co-op in the prior year (together with any spouse) in order to be eligible to serve on the Board from $3600 to $1600 (not recommended by the Board).

The full text of both resolutions is available on the Calgary Co-op website and at any Calgary Co-op food centre at the customer service desk.

Resolution to the Annual Meeting of Members of Calgary Co-operative Association Limited

Submitted by: Dianna Pieper (nee Rosentreter) | Membership #: 344245

Seconded by: Jeff Pieper | Membership #: 1113698

RESOLUTION

Bylaw Amendment to Reduce the Annual Spend Required to be Eligible to be a Director

 WHEREAS: Section 5.05 (a) of the Bylaws of the Calgary Co-operative Association Limited (“Calgary Co-op”) currently states that a Member-Owner may be elected and continue to serve on the Board only if and for so long as the Member-Owner…

5.05 (a)(ii) “as Member-Owner, whether alone or as the holder of a joint membership, has made purchases from the Co-op in the immediate preceding fiscal year of at least $3,600”.

WHEREAS: The eligibility requirement to spend $3,600 in the previous year is limiting Calgary Co-op in considering potential qualified candidates in experience, knowledge and skillsets who fall short of the minimum spend, that may negatively impact the quality of the decision-making process for specific areas of corporate and operation team investment strategies.

WHEREAS: Living location, family income and/or the competitiveness ability of Calgary Co- Op, may impact candidates’ decisions to shop at Calgary Co-op or not. Lowering the requirement to $1,600 in a given year, especially for singles, is more doable financially, and opens up the competition to other candidates who may be qualified.

BE IT RESOLVED: That the amendment and restatement of section 5.05(a)(ii) of the Bylaws as follows is approved and confirmed: 5.05(a)(ii) ‘‘as Member Owner, whether alone or as the holder of a joint membership, has made purchases from the Co- op in the immediate preceding fiscal year of at least $1,600”.

BOARD’S RECOMMENDATION:  The Board of Directors of Calgary Co-op recommends that Members vote AGAINST this resolution. As a member-owned, locally operated cooperative, it is important that those who oversee the management of Calgary Co-op’s business and affairs have sufficient insight and experience with our stores and operations, which comes in part by shopping regularly at Calgary Co-op. It was determined back in 2012 that prospective directors should have spent at least $3,600 in the previous year (which includes purchases made through a joint membership with a spouse or Adult Interdependent Partner). This averages out to $300 per month. Prior to 2012, the amount was set at $2,400. Given inflation, there is arguably justification for again increasing the minimum required annual spend. While there is no proposal to increase the minimum spend at this meeting, the Board believes that the amount should not be decreased either.

Resolution to the Annual Meeting of Members of Calgary Co-operative Association Limited

Submitted by: Bryan Walton | Membership #: 1059973

Seconded by: Ken White | Membership #: 323135

RESOLUTION

Bylaw Amendment to Clarify the Board’s Ability to Remove a Director

WHEREAS: Calgary Co-op bylaw Section 5.08 outlines the rules around removal of a director; and

WHEREAS: Section 5.08(b)(ii) permits the Board to remove a director who has been proved guilty of disloyalty to Calgary Co-op, or proved guilty of negligence, lack of due diligence or misconduct; and

 WHEREAS: It would be preferable for the Board to have the authority to remove a director for breaching the Co-op Code of Conduct, which is a more precise, detailed and comprehensive standard;

THEREFORE, BE IT RESOLVED: that Calgary Co-op bylaw Section 5.08 (b)(ii) be replaced with the following:

The Director has been found to have breached the Co-op Code of Conduct.

and that the following definition be added to bylaw Section 1.01 (Definitions), and that the definitions be renumbered as necessary:

“Co-op Code of Conduct” means the Co-op Code of Conduct and Ethics, as may be amended or supplemented from time to time.

In addition to the special business described above, member-owners will be presented with the financial statements of Calgary Co-op for the preceding financial year and the results of the director election and management of Calgary Co-op will provide an overview of the cooperative’s past performance and future strategy.

2025 Annual General Meeting

Notices of Proposals

Pursuant to the Cooperatives Act and Calgary Co-op’s Bylaws, member-owners are entitled to submit notices of proposals to be considered at the annual meeting of member-owners. To submit a proposal, member-owners should complete this form and deliver it to Calgary Co-op no later than March 26, 2025.