Co-op governance pack

The sections your rules need, one member one vote as a procedure, voting mechanics, officer roles, disputes and the yearly cycle.

Governance is the set of rules that lets a group disagree and still decide — so decisions are made by the members, not by whoever shouts loudest or is best at admin. The test is simple: do the rules protect the quiet members? A group where the confident decide and the quiet find out afterwards has no rules, only habits.

1. Model rules: the sections your rules need

Work down the list and stop when every line is filled in. It is a skeleton, not a template.

Fill in, in this order

Name and objectsThe group's name, and what it exists to do and for whom. Later arguments settle here.
MembershipWho can be a member, who admits one, what it costs, and how someone leaves.
Shares, if you have themWhat a share costs and buys: one vote, and no claim on the reserves.
Members' meetings and noticeThe annual general meeting, who can call one, and how much notice members get.
The board or committeeHow many, how chosen, for how long, and how one is removed early.
OfficersWhich roles exist, how they are elected, and the spending limit above which approval is needed.
Reserved to the membersRule changes, expelling a member, big debt, selling property, pay, winding up. The rest is delegated in writing.
VotingThe method, who may vote, proxies, the quorum, and each threshold.
Money, accounts and auditThe financial year, who keeps the books, who may authorise payment, and who has bank access.
Records and the right to see themRegister of members, minutes, accounts and rules: where kept, and what a member may inspect.
Conflicts of interestDeclare it, step out of the discussion and the vote, and minute it.
DisputesThe process in section 5, written in so it cannot be skipped when it is inconvenient.
ExpulsionThe grounds, and the steps first: told the complaint in writing, a chance to answer, judges with no stake, a right of appeal.
Changing the rulesWho may propose a change, the notice members get, and the higher threshold it needs.
Dissolution and the surplusHow members wind up, who handles the debts, and where anything left over goes.

The clause that decides what you are. If the surplus is shared among the members on winding up, you have written a private company calling itself a co-operative — the members can sell the assets, split the money and walk away. An asset lock, sending whatever is left on dissolution to another co-operative or to a purpose named in the rules, is what distinguishes a real co-op from a business using the word.

2. One member, one vote is a procedure, not a sentence

One member, one vote is a line in the rules. Making it true is a procedure, and the procedure is what stops a confident minority carrying every meeting.

The proposal goes in writing, circulated with a deadline: what is proposed, who proposes it, the cost, and by when members must reply.
One round of discussion. Everyone who wants to speak speaks once before anyone speaks twice — the rule that protects the quiet member, and the first one groups drop.
Amendments, also in writing, with their own deadline, or the wording gets rewritten by whoever is quickest.
The vote, on the proposal as amended, by the method the rules set out.
The record: what was decided, who is bound, who carries it out, and by when. An unrecorded decision did not happen.

Set the threshold for each kind of decision in the rules. Three kinds cover almost everything.

Kind	What it means	What the rules must say
Ordinary decision	More members vote for than against.	Whether abstentions count. Say "of those present and voting", so an abstention is not counted as a no.
Special resolution	Rule changes, dissolution, anything else the members decide needs a higher bar.	The exact proportion, as a number. A threshold that lives only in habit is no threshold at all.
Unanimous	Every member agrees.	Keep the list short, or empty: one member who is away can then stop the group.

Do not leave thresholds to habit. "We usually just agree" holds until the first serious disagreement, when the group finds it has no way to decide.

3. Voting mechanics small groups get wrong

Each of these is a decision in its own right. Settle it once, write it down, and stop arguing about it mid-meeting.

The question	The rule to write down
Hands or secret ballot?	Hands for ordinary business. A ballot whenever the vote could cost someone their place, role or income: expulsion, a sanction, an officer election, a pay decision on one person.
What is an abstention?	A member who does not vote either way. Say whether abstentions count. The fair answer: they do not, and a decision passes on a majority of those voting.
What is quorum?	The number or proportion who must be present before the meeting can decide anything. Put the number in the rules.
What if quorum fails?	Decide now: adjourn to a stated date, and whoever turns up then can decide. Say whether that meeting needs the same quorum.
Proxy, post and online voting?	Whether an absent member may vote by proxy, post or online, how it reaches the secretary, and whether it counts towards quorum. A chat message is not a record.
A tied vote?	The chair gets no casting vote by default. Better: the proposal fails, is reframed, and returns next meeting. Record the tie and the reason.
Who counts the votes?	Two people, neither the subject of the decision nor the proposer. They report the numbers, not just the outcome.

Decisions made outside a meeting. Groups decide things by email or in a chat, which is fine if the decision is ratified. Put the wording and the votes in writing at the time, then list it at the start of the next meeting and ask the members to ratify it as one item. Nobody objects: it is recorded as a decision of the members. Someone objects: it goes through the ordinary procedure.

4. Officer roles in plain English

Officers do the work between meetings. Write a page for each role: what it does, what it decides alone, and what it reports.

The four roles

ChairRuns the meeting: the agenda with the secretary, the running order, making sure everyone who wants to speak speaks once before anyone speaks twice, and the vote. Reports on decisions carried out. Must not decide alone or speak for the co-op without a decision behind them.
SecretarySends notice within the rules, takes and circulates the minutes, keeps the register of members and the record of decisions, holds the rules and correspondence, and keeps the calendar of filings. Must not put anything in the minutes beyond what was said, or sit on information.
TreasurerKeeps the accounts and receipts, prepares the budget and a report for each meeting, presents the accounts to the annual meeting, and raises a problem before it is a crisis. Must not authorise spending above the rules' limit, hold the only copy of the accounts, or be the only person with bank access.
Members' representativeOptional, and useful past about fifteen members or more than one workplace: the person members raise a concern with when going to the committee feels risky, including a concern about an officer. Must not resolve anything alone, or chair the meeting that hears it.

Handover, before the handover. When an officer steps down, the co-op needs the accounts and bank access, the register and minutes, the passwords, the rules and current filings, and a note of anything outstanding. Hand it over at a meeting, and minute that it happened.

One person holding all three roles is a red flag: whoever calls the meeting, writes the minutes and holds the money is the same person, so no member can check any of it. If you cannot fill three roles, write down what the sole officer must bring to the members, keep two names on the bank mandate, and set a date to fix it.

5. Disputes: agree the process before you need it

A dispute is normal, not a failure. Two members who cannot work together, a decision one member believes was rigged, an officer accused of something: the group that agreed its process in advance handles one in a fortnight, and the group that did not loses members over it.

Agree the process now, while everyone is still friends, and write it into the rules.
Speak to the people involved, directly and in writing, so the concern is read properly rather than heard second hand.
Bring it to the committee with a written summary and the remedy you are seeking. A complaint with no stated remedy can only be punished, never resolved.
Suspend the person from a role, not from the co-op, while it is decided. If the dispute involves power — a treasurer, a chair, anyone controlling money, records or access — step them out for the duration. It protects the process and is fair to the person too.
Offer independent mediation before any sanction: someone from another co-operative, a federation, a union officer, a community mediator. It costs less than the members you would otherwise lose.
Only then a members' vote on a sanction. The person must have been told the complaint, must be able to put their side in writing, and must be able to see the evidence against them. If it could cost them their place or income, vote by secret ballot.
Record the outcome and the reasons: what was alleged, what was decided, why, and what the person may do next. A decision with reasons can be reviewed; one without cannot be defended.

The fairness basics, in three lines. The person must be told the complaint against them. They must get a real chance to answer it. And they must not be judged by anyone with a stake in the outcome — not the person who complained, not the person whose conduct is the subject.

6. The annual cycle

Governance that only happens when something goes wrong is not governance. Shift these months to suit your own year; the order matters more than the dates.

When	What has to happen
Start of the year	Set the budget and the membership fee, decided by the members, before anyone is asked to pay.
Early in the year	Fix the date of the annual general meeting and note the notice period your rules require.
Before the annual meeting	Send notice to every member within the notice period, with the accounts, the officers' reports, and any rule change or election.
The annual general meeting	Members receive the accounts, elect the officers and the committee, decide the fee, and vote on any rule change.
After the annual meeting	File the annual return and the accounts where your registration route requires it, and update the register of members.
Once a year, a set month	Review the rules against what the group actually does. Rules nobody has read in three years are usually being broken quietly.
On the renewal dates	Renew the insurance, and any registration or licence the group holds. Read the date off the policy or certificate, not a website.
Whenever it changes	Tell the registering body about a change of registered office, officers or name where the rules or the law require it. These are the filings people forget.

Which of these are legal obligations? The annual return, the accounts, and the renewal of a registration or insurance policy come from the law or from a contract: miss them and it costs money, and can put officers personally on the hook. The notice period and the election of officers come from your own rules. The rest is good practice.

The exact dates depend on where you are and how you registered. In Ireland, a co-operative is registered either through the Registrar of Friendly Societies, as a society with co-operative rules, or as a company limited by guarantee. The filing dates, form names and notice periods differ between the two routes, and they change. Check the current requirement with the body you registered with — the Registrar of Friendly Societies, the Companies Registration Office, or ICOS if you adopted its model rules. Do not rely on a date printed online.

Not legal advice. This page does not replace a solicitor, an accountant, ICOS or the body you register with. It is the questions and the structure to take to them.

Related: Starting a worker co-op covers the decisions that come before the rules, and what it costs to register a co-op or a company sets the two Irish routes side by side.

Free to copy, adapt and pass on.