15. Decision Making Processes

The Board of directors is responsible for managing the affairs of a co-operative and should engage in responsible decision-making. 

Quorum 

The word "quorum" refers to the minimum number of Board members who have to be present for the Board to legally transact business. Your organisation's constitution should spell out what numbers are required for meetings to take place.[1] 

Motions and resolutions 

A "motion" is a proposal for action. "Moving" a motion merely means putting the proposal forward to be voted on. Sometimes motions are amended or reworded before being put to the vote. If the motion is approved by the Board, it is referred to as a "resolution" (i.e. the Board's decision), which can be legally binding.[2]

Voting 

Check your incorporated association’s rules and policies about voting methods carefully. There are different ways in which votes can be taken at a committee meeting. The most common methods are voting by show of hands or by poll (that is, a vote in writing).[3]

Decision Making in Co-operatives  

Certain decisions are made by members passing either an ordinary or special resolution. 

Ordinary resolution: 

This is a resolution that is passed by a simple majority vote (50 percent or more vote yes) of members at a general meeting of the co-operative or, if the rules permit, by postal ballot. 

Special resolution: 

The Co-operatives National Law (the CNL) requires certain decisions to be made by a special resolution. This is a resolution passed by: 

·       a two-thirds majority of members at a general meeting of the co-operative 

·       a two-thirds majority of members in a postal ballot (other than a special postal ballot), or 

·       a three-quarters majority in a special postal ballot. 

A co-operative’s rules can require that a majority of more than two-thirds or three-quarters is needed to pass a special resolution.[4]