Notice of Annual General Meeting
June 11, 2023
Steep Hill Food Co-op Annual General Meeting (AGM) will be held on
- Wednesday, June 28
- 7 til 9:30 PM
- Grace Westminster United Church
- 505 10th Street East, Saskatoon, SK
Doors open for registration at 6:30
Everyone is welcome – Steep Hill members may vote.
The AGM business includes reports from the Interim Board and the auditor, members’ question-and-answer period, voting on bylaw amendments, and board of director elections, as well as refreshments and time for socializing.
If the bylaw amendment is passed, the maximum number of directors will increase to 12. If you are interested in letting your name stand, please submit your nomination to board@steephillfood.ca by June 21, so we can post your bio on Steep Hill’s website in advance. More details about the board roles and nomination process and the proposed bylaw amendment are included below in printable form.
- Proposed Steep Hill Bylaw Amendments (PDF)
- Call for Nominations to Steep Hill Board of Directors (PDF)
- Bylaws of Steep Hill Food Co-op Dec 2004 (PDF)
- Board of Directors Biographies
Proposed Steep Hill Bylaw Amendments
Print (PDF)
Background: Steep Hill is governed by the Saskatchewan Co-operatives Act and Regulations, our Articles of Incorporation, and our Bylaws. Our bylaws need to be consistent with our Articles of Incorporation. We are required to follow our bylaws when they are more specific than the Act, but if our bylaws don’t mention a matter covered by the Act, we follow the Act. Steep Hill’s bylaws allow the members to amend our bylaws by a simple majority vote provided notice is posted in the store at least 10 days before the Annual General Meeting.
The Interim Board recommends that the new Board does a thorough review of Steep Hill’s bylaws in the coming year, and that at this AGM we amend three clauses in order to increase Board capacity and reduce barriers to participation, to ensure we follow our Articles of Incorporation, and to update our membership fee language.
The current bylaws require exactly nine directors. Our Articles of Incorporation allow for a minimum of 5 and a maximum of 12 directors. To provide for flexibility and an opportunity for more members to serve as directors, your Interim Board is proposing the bylaws be amended to allow from 5 to 12 directors.
The current bylaws also set three-year terms for directors and provide for one-third of the directors to be elected each year. Since there was a complete turn-over of the board at our Special Meeting on April 24, all directors for the upcoming year will be elected at once. The Interim Board recommends that we amend the directors term of office clause to have one-year terms. This will provide an opportunity for members to run who may be unable to commit to a three-year term and will provide for continuity by allowing directors who wish to continue serving more than one term to stand for re-election.
Our bylaws are also out of date regarding the annual membership fee. To put our bylaws in line with our practice, and to provide flexibility for future boards to set appropriate fees, that clause needs to be changed.
Your Interim Board therefore moves that Steep Hill Bylaws be amended as follows (underlined words are new, strike-through words are deleted):
6. Membership Fee
a) Applicants for membership are required to pay a non-refundable annual membership fee of $20.00 of an amount set by the Board from time to time.
b) The membership fee is non-refundable
10. Board of Directors
The number of directors to constitute a full board shall be 9 shall be between five (5) and twelve (12) directors.
11. Term of Office of Directors
The term of office shall be three (3) years; provided that there shall be a rotation of terms to require the election of one-third of the directors to office each year. Election of directors will take place annually at the annual general meeting; and directors will hold office until the conclusion of the meeting at which their successors are elected. Directors are eligible for re-election.
Call for Nominations to Steep Hill Board of Directors
Print (PDF)
Steep Hill Food Cooperative is a non-profit co-operative directed by a volunteer Board of Directors. At the Annual General Meeting on June 28 there will be a motion to amend Steep Hill’s bylaws to allow a maximum of twelve (12) directors to manage Steep Hill Coop on behalf of its members.
The Board of Steep Hill is responsible for ensuring both the store and our co-operative are viable, sustainable, vibrant, and thriving. The board oversees operations of the store. It also leads communications and activities to build and maintain our co-operative structure and put our co-op values and principles into action.
Our directors come from a variety of backgrounds and use an array of skills – experience in local food, organic agriculture, co-operatives, and/or the retail sector can be an asset but is not necessary to do excellent work as a director.
The Interim Board hopes to receive many nominations at the 2023 AGM. There will be a bylaw amendment that, if passed, will mean the term for director positions will be one year, with directors being eligible for re-election in subsequent years.
Who is eligible to be a candidate?
Any Steep Hill member, over 18 years old.
(Other requirements: not been found to lack capacity by a court of law, and not have the status of bankrupt.)
What makes candidates a good “fit” for Steep Hill?
- Comfort asking questions in group settings.
- Commitment to governance decisions and personal actions that are legally compliant, ethical, and guided by Steep Hill policies.
- Commitment to participate in regular board meetings and to contribute on one or more committees to “do Steep Hill work” between meetings.
- Enthusiasm to serve members’ interests, and to ensure our co-operative thrives providing a grocery store offering local, organic, and sustainable products, serving the Broadway neighbourhood and wider community.
- Reputation for honesty, reliability, self-discipline, respectful communication, and a collaborative leadership style.
- Willingness to learn to improve effectiveness of the Board, and oneself as a director.
- Experience in understanding and applying technical documents (e.g. legislation, contracts, policies) and a history of demonstrated interest in the organic and local food sector.
- Membership in other co-operatives can be an asset.
What does the role of director require, in general?
- Understand and work to fulfill directors’ roles and responsibilities, including legal requirements and the duty to act in the best interests of the members and co-operative as a whole.
- Attend, prepare for, and actively participate in meetings of the Board and at least one committee.
- Committed to putting the International Co-operative Principles into action. The seven principles are: Voluntary and open membership; Democratic member control; Members’ economic participation; Autonomy and independence; Education, training and information; Co–operation among co-operatives; and Concern for community.
- Build effective work relationships within and outside the Board.
- Contribute to tasks identified by the Board and Board committees.
- Listen actively to directors, members, customers, suppliers and others.
- Learn new skills and engage in Board Development activities.
- Participate by drafting or editing shared documents, electronically.
- Respond to directors’ requests in a timely manner.
- Scan Steep Hill’s business environment to identify opportunities and threats.
- Think analytically and creatively.
- Understand and apply technical documents – for example, legislation, contracts, policies.
- Value building an environmentally and socially responsible food system with a focus on healthy, organic and local foods.
- Work both independently and in consultation with others.
Knowledge And Skills Used By Committees:
Related to Financial Management:
- Knowledge of Generally Accepted Accounting Principles
- Understanding of financial controls, risk management, contracts, forecasting and budgeting, cashflow management, assurance standards, tax filings and remittances.
- Experience writing in business prose to effectively correspond with institutions, government departments, and business partners.
- Experience with the internal administration tasks related to bookkeeping, Point of Sale system, and the annual audit process.
Related to Membership engagement and Community:
- Strong commitment to encouraging members to be actively involved with Steep Hill.
- Interest in building relationships between Steep Hill and the organic and local food networks, suppliers, other food co-operatives, and the local small business community.
- People skills to interact in a friendly and professional way to engage with members, potential members, the public, and media.
- Experience with graphic design, editing prose, using social media, website design and maintenance, database management, and member communications platforms.
Related to Board Governance:
- Experience coordinating Strategic Planning.
- Ability to view Steep Hill as a complex entity that puts democratic values into action to provide transparency, membership engagement, and board accountability.
- Abilities to draft policies, and to perceive internal inconsistencies or “gaps.”
- Experience in monitoring actions and decisions for legal compliance and congruence with relevant governance documents.
How Does a Member Submit a Nomination?
It’s easy! Any member may nominate an eligible member who agrees to allow their name to stand for election. Members can self-nominate. Include a short biography prepared by the nominee. See our current Board Member biographies. Send nomination and short bio (maximum 250 words) prepared by the nominee to: board@steephillfood.ca by June 21, 2023. The Board will provide biographies of candidates to members at the AGM. Nominations will also be accepted from the floor, but we encourage candidates to come forward earlier, so we can provide written bios to refer to at the AGM.