Step 4: Review Findings and Incorporate

Hold a meeting of potential members to report findings. Vote on whether or not to proceed. If so, vote to incorporate the new co-op.

GOAL: To present the report and findings of the steering committee. To decide whether the co-op makes sense and to gain the commitment of members to proceed.To formally begin the co-op and to accept the articles and bylaws (or basic rules).

WHAT TO DO: This step will probably require more than one membership meeting. Be sure to plan such meetings carefully.

Publicize meetings.

  • Mail out notices to everyone who has every indicated an interest in the co-op.
  • Encourage all interested members to bring other potential members.
  • Prepare posters and public service announce¬ments (for local radio, television stations, and newspaper) to publicize the meeting.
  • Contact as many potential members by phone or e-mail as possible.

When presenting the feasibility study:

  • Distribute a written agenda and copies of the steering committee’s summary and recommendations
  • Have several copies of the full feasibility study or business plan available at the meeting.
  • After the steering committee’s report, allow members to discuss it point by point. It may be necessary to hold two meetings to cover the entire report.
  • After sufficient discussion, hold a vote of all potential members on whether to proceed with the co-op.
  • If members vote to incorporate, a resolution should state that the steering committee is responsible for preparing legal documents for the co-op.
  • Members may also request that further research be done, or that changes be made to the steering committee report.

When preparing and approving Articles of incorporation and bylaws:

  • Whether or not the co-op decides to incorporate, it is important to prepare basic rules that spell out who will be members, how much capital members must contribute, what the decision making body is and how it is selected, how decisions can be made, and how these rules can be changed. If the group has decided to incorporate, these rules will be included in the co-op’s Articles of Incorporation and bylaws.
  • Seek professional help as much as possible, especially from those familiar with co-op structure and systems.
  • Send each member copies of the proposed Articles and bylaws
  • Allow plenty of time for members to discuss and understand what is in the articles and bylaws or rules.
  • Hold a meeting for approval of the articles of incorporation and bylaws. They must be accepted by a majority vote of the co-op’s members.
  • File the articles and bylaws with the appropriate state agency.
  • Hold an election to choose the co-op’s first board of directors.Plan the first board meeting.

At the board’s first meeting:

  • Elect officers — board president, vice-president, secretary, and treasurer.
  • Approve a membership application, select a bank or financial institution, arrange for bookkeeping and other finances operations, clarify how other responsibilities will be fulfilled.
  • Organize committees to pursue development of a business plan, financing and real estate negotiations, member recruitment, and preparation for operations.

KEY DECISION: ARE MEMBERS PREPARED TO START A CO-OP?
(This decision will need to be made before all of the actions in this step are completed.)
Are potential members convinced that the co-op makes sense? Are they willing to make a commitment to support it? If so, does the steering committee have the authority to prepare organizing documents (such as Articles of Incorporation, bylaws, and membership agreements)? Do the articles and bylaws reflect the kind of business and cooperative members want to be a part of? Who will serve as the co-op’s board of directors?