Charter Member Meeting

According to most statutes under which cooperatives are organized, articles and bylaws must be adopted by a majority vote of the members or stockholders.

For convenience in organizing, only the persons named in the articles of incorporation, called the charter members, must vote to adopt the bylaws. These persons are regarded as members or stockholders as soon as the articles of incorporation are filed. A good practice, however, is to invite everyone who has signed a premembership agreement to the meeting to ratify the bylaws.

A temporary presiding officer conducts this first meeting and reports that the articles of incorporation, have been filed. A draft of the proposed bylaws is presented, discussed, and adopted as read or amended.

Further action is usually needed to accept those members or stockholders who have subscribed for stock or agreed to become members but are not named in the articles of Incorporation. Under some statutes, however, the incorporators can adopt the bylaws as incorporators rather than as members or stockholders.

If members of the first board of directors have not been named in the articles of incorporation, they should be elected at this meeting.

Here are some suggestions for selecting the first board of directors:

cdblball.gif (883 bytes) use a nominating committee to develop a panel of candidates for the board;
cdblball.gif (883 bytes) select only members as candidates;
cdblball.gif (883 bytes) nominate two candidates for each position; and
cdblball.gif (883 bytes) vote by secret ballot.

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