Ordinary and special resolutions

Every motion is determined by ordinary resolution unless otherwise determined by the Cooperative Association Act or your co-op’s Rules (Rule 15.1 ‘Actions to be determined by ordinary resolution’).

Some examples of when a special resolution is required is if the purpose of the meeting is:

  • to consider an appeal of termination of membership for conduct detrimental,
  • for removal of director(s),
  • for Rule changes (see Rules Tools for Stage 5 for a sample notice of meeting and special resolution), or,
  • for a borrowing resolution.

Any type of meeting can include items that require either a special resolution or an ordinary resolution (or both depending on the business being considered) for example members change the Rules by special resolution. At the same meeting they amend a policy by ordinary resolution.

If a special resolution is brought to a meeting, the full text of the special resolution must be included with the notice. The notice period must be at least 14 days’ – see ‘Notices and notice periods‘.

Ordinary resolutions and special resolutions also require different voting majorities:

  • An ordinary resolution requires a simple majority: more than half of the total votes cast.
  • A special resolution requires a special majority: between two-thirds and three-quarters of the total votes cast (check your Rule 1.1 ‘Definitions’ for the special majority required at your co-op).