Special Resolutions to be Voted on at the 2018 Annual General Meeting
Rules Changes Proposed at Modo’s 2018 Annual General Meeting
Modo’s Board of Directors has considered changes to the co-operative’s Rules related to our democratic processes and recommends adoption of the following three changes.
- Removing geographic restrictions for Director seats
When Modo amalgamated with Victoria Car Share Co-operative in 2015, the amalgamated co-op’s Rules called for Director positions to be split between members in the Victoria region and members in the Lower Mainland. This was done to ensure that Victoria members had a voice on the newly amalgamated co-op’s Board, especially considering the relative size of the two organizations. Since the amalgamation, Modo’s service in Victoria has grown tremendously and there is broad consensus that the merging of the two co-ops has been a success, benefitting all members.
The current Rules direct that one Director be from the Victoria region, but it also means that Victoria-area members can only run for election if that Victoria seat is open. Since Director terms are normally three years, a Victoria member wishing to run for the Board has to wait up to three years to run and may be competing against an incumbent Director for a single position. By contrast, a member from any of the regions outside Victoria can stand as a candidate any particular year and will compete for a plurality of open positions.
The Rule change proposed will eliminate the Rule that some Director seats are associated with specific regions. Instead, the Board will consist of nine Directors and those positions can be filled by any eligible member regardless of where they reside. The Board feels this change not only equalizes opportunity for prospective Directors, but is also more pragmatic considering the current and future expansion of Modo’s geographic service area.
- Allowing voting on special resolutions in advance of general meetings
Several years ago, Modo changed its Rules to permit Directors the discretion to hold Board elections in advance of the annual general meeting, via online voting or other means. Since that time the Board has opted to hold online elections for Directors, and this has greatly increased member participation.
The proposed change to the Rules would permit Directors the same discretion to allow advance voting (online or via other means) for special resolutions. Special resolutions are important measures requiring a two-thirds majority vote of members, typically involving changes to the co-op’s Rules or other matters so designated in the Co-operative Association Act, the legislation under which we operate.
It can be challenging for members to attend general meetings in person due to scheduling and geographic constraints. Allowing advance voting for the important matters subject to special resolutions will make the democratic processes of our co-op more accessible to all members.
When Modo Co-operative and Victoria Car Share Co-operative amalgamated in 2015, the amalgamated co-op’s Rules contained terms regulating the conduct of the co-op in the year or two immediately after amalgamation. Since it has now been more than three years since amalgamation, these terms no longer apply and can be deleted. The housekeeping changes proposed would not have any material effect on how the Rules regulate the conduct of Modo.
The following documents contain the text of the three special resolutions:
Special Resolution #1 (Removing geographic restrictions for Director seats)
Special Resolution #2 (Allowing voting on special resolutions in advance of general meetings)
Special Resolution #3 (Housekeeping)
You can review the full text of Modo’s current rules here. At the AGM, each of the three resolutions will be voted on separately. For reference, we have prepared a draft version of Modo’s rules as they will look if all three resolutions are passed. You can view that here.