Co-operative

All smiles after an hour long session discussing bylaws. No shortage of leadership, strength and energy with this group.

How to make co-operative incorporation more human-friendly

Building a co-operative business takes a lot of work. Coordinating people and maintaining momentum can be a lot like herding cats, and finding the delicate balance between keeping people excited about developing a business and completing the necessary co-operative incorporation documents is a tough job. These “noinky” bits require tons of dedication, a wee bit of charisma and an elephant-skin tolerance for the tedious.

Completing your co-op’s incorporation documents can be boring. We know.

One of the services Co-operatives First provides is assistance developing foundational documents, like articles of incorporation and bylaws. While our community engagement coordinators get excited by these ‘noinky’ steps in the development process, not everyone shares their enthusiasm for procedure.

Most people skim over the finer points of a notice required for shareholders to vote on a change to bylaws or the specific duties of a board chair. But these are vitally important for the successful operation of co-operative businesses. Ensuring bylaws are thorough and well-articulated can help avoid serious challenges down the road.

Some people like the “noinky” bits. Find those people and recruit them.

Take solace in the fact that some people actually like co-operative incorporation documents. Identifying these people and actively recruiting them to the business development project will help the rest of the project team focus on the parts they excel at. While everyone should engage in ensuring their needs and concerns are captured by the incorporation documents, it’s important momentum isn’t lost by getting stuck in the weeds. Allow people better off pushing other parts of the business forward to skip the details.

Not all of your co-op’s incorporation documents are sleep inducing. Highlight them.

Believe it or not, there are some organizational steps that actually engage and create excitement for all shareholders. Naming the business is one example. At a recent planning session with a Pelican Narrows steering committee and Co-operatives First, people eagerly engaged in brainstorming possible names for their business. After a great deal of excited debate and high level engagement, the group decided to incorporate under a Cree name that reflects the language of the people and land forming the business.

While detailed discussions on joint shares, withdrawal of share and termination of shares are not for everyone, by encouraging participation in the aspects that are more fun, you can maintain momentum so that people remain engaged for the “high level” incorporation discussions and can zone out for the “noinky” bits involved.

Incorporating is a big step for a co-operative company. 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.