Votes and elections in co-operatives

A resolution is a decision you make at a general meeting. It could be by ordinary resolution or special resolution.

Ordinary resolutions

Most decisions only need to be passed by ordinary resolution. For an ordinary resolution to pass, more than half the voting members must vote in favour of it.

Depending on your rules, the vote can be by show of hands at a general meeting, by postal ballot or by polling members for their decision. You must hold a poll if at least 5 members request it.

If you have a tied vote, the chairperson can cast the deciding vote if your rules allow it.

Special resolutions

You'll need a special resolution for important decisions or major changes, for example a change of rules.

Special resolutions need more members to agree before they can take effect. To pass, they need:

• two-thirds majority at a general meeting or in a normal postal ballot
• three-quarters majority in a special postal ballot.

Circulate details to your members

You must give members at least 21 days' notice about:

• an upcoming vote on a special resolution
• the reasons for the special resolution
• what will happen if it passes.

Running a special postal ballot

Special postal ballots are different from normal postal ballots. You'll need to run a special postal ballot when:

• changing your co-operative's type
• transferring to another Act
• acquiring or disposing of assets
• increasing the maximum level of shares held by a member
• being taken over by another entity
• merging with or transferring to another co-operative
• closing the co-operative.

You must submit a disclosure statement for our approval before circulating it to your members. You can submit it:

• in person at an Office of Fair Trading (OFT) contact centre
• by post to
  • Registration Services Unit
    Office of Fair Trading
    GPO Box 3111
    BRISBANE  QLD  4001

The disclosure statement must contain information about:

• the matter being voted on
• the financial position of the cooperative
• any interests the directors have in the matter being voted on
• any compensation members or officers may receive
• any other information the Registrar of OFT directs you to include.

You can only run a special postal ballot if the rules allow it and the law requires it.

You can apply to us for an exemption from having to run a special postal ballot under section 359 of the Cooperatives National Law (Queensland). To apply, lodge an Application for exemption (on Form 7) and include a written submission outlining the reasons you're seeking an exemption.

Read past exemption notices.

Register the special resolution with OFT

After you pass a special resolution, you need to register the change with us. To register it:

• complete the Application for registration of amendment of rules/special resolution
• lodge it with us in person at an OFT contact centre or by post to
  • Registration Services Unit
    Office of Fair Trading
    GPO Box 3111
    BRISBANE  QLD  4001
• pay the prescribed fee.

We'll register the special resolution if we're satisfied it's legal and you've followed the legal process to make the change. Once it's registered, we'll advise you.

Resolutions by circulated document

If your co-operative has less than 50 members, you can circulate a document for resolution. You'll need every member to sign it. It'll take effect on the day the last member signs it.

Members don't have to sign the same physical piece of paper—they can sign identical copies of the same document.

More information

Access registered co-operative forms and guides.