The highest decision making structure in a co-operative is the annual general meeting of members. Members thus decide on the business of the co-operative and not the directors, the board of directors or the supervisory committee. Recommendations by the board of directors or the supervisory committee regarding the business of the co-operative must be submitted at general meetings for consideration by the members of the co-operative.

The board of directors is accountable to the general meeting and the supervisory committee, if the constitution of the co-operative provides for a supervisory committee. Should the board of directors decide to appoint a manager and delegate the management of the co-operative to the manger, the manager will be accountable to the board, but the board ultimately remains accountable for the management of the co-operative to the members of the co-operative.

A co-operative must hold its first annual general meeting within in 18 months of its registration and thereafter annual general meetings must be held within 6 months of the end of the preceding financial year end.

The annual general meeting must:

A juristic person entitled to vote at a meeting of a co-operative may be represented by any natural person authorised to do so.

The chairperson of the meeting must ensure that minutes of all general and special meetings are kept in one of the official languages at the office of the co-operative. Minutes of general meeting must be presented at the next general meeting for approval. Upon request, minutes of general meetings must be made available to members. Should the members want copies of the minutes the co-operative may charge the members the cost of making available copies of the minutes.

The minutes of any general meeting, approved by the members and signed by the chairperson, or a resolution adopted in terms of the constitution of the co-operative is, in the absence of evidence to the contrary, proof of the outcome of the vote or the resolution taken at the meeting.

Self-assessment questions to ensure compliance to all legislative requirements with regard to annual general meetings of a co-operative are provided under section 11 of the principles of good governance for co-operatives.

6.2        Special and ordinary resolutions

A special resolution means a resolution passed by a general meeting7 by not less than two-thirds of the members present, or such greater majority as may be stipulated in the constitution of the co-operative.

Members of a co-operative may by special resolution, provided that they have complied with the notification requirements to members:

If members find justifiable good reasons that the board of directors is dysfunctional or has acted contrary to any law, the members may dissolve the board by special resolution passed at a special general meeting—

Ordinary resolution means a resolution passed at a general meeting by the majority of the members present. Members of a co-operative may by ordinary resolution: