Published 1 July 2026
Decisions are made by the members in three ways:
By ordinary resolution – which is a simple majority (50% plus one)
By special resolution – which is a two thirds (2/3) majority at either a general meeting or via a postal ballot
By special resolution by a special postal ballot – which is a 3/4 majority
Each member has only one vote at a meeting of the co-operative.
If you have joint members, they will only have one vote between them. Check your Rules for how that vote is exercised in the event of a dispute.
If you have a corporate member, generally they must appoint a representative to exercise their vote – check your Rules for the specific requirements.
| Decision | CNL Reference |
| Changes to the Rules | Section 138 |
| (Typically) Expelling a member from membership of the co-operative | Provided for in a co-operative’s Rules |
| Decision to issue bonus shares | Sections 84 and 85 |
| If the co-operative is buying-back shares there is a limit to how many can be repurchased in a financial year. However, members can resolve to ‘exempt’ the co-operative from this restriction (with or without conditions) | Section 107(3) |
| If the co-operative’s primary activity is the acquisition of land and/or providing community services – the co-operative must not sell the land except with approval of the members | Section 206 |
| To approve the co-operative entering into a management contracts (which is a contract or arrangement where a person who is not a director/officer will be performing the whole or a substantial part of the functions of the co-operative, whether or not under the control of the co-operative) | Section 207 |
| To change the name of the co-operative | Section 224 |
| To appoint an auditor (to replace an auditor removed from office) | Section 302 |
| Decision to approve ‘terms of issue’ for any CCUs | Section 350 |
| (Typically for non-distributing co-operatives) Decision as to who/which organisation the surplus assets of the co-operative should be transferred on a winding up | Provided for in a co-operative’s Rules |
| Decision | CNL Reference |
| To convert the structure of the co-operative between: · a co-operative with share capital and a co-operative without share capital; or · distributing co-operative to a non-distributing co-operative |
Section 35 |
| Decision to require members to: · take up or subscribe for additional shares; and/or · allow deductions for additional shares |
Section 82 |
| If a decision has been requisitioned by the members | Section 250 |
| Decision to require members to lend money to the co-operative | Section 343 |
| Decision to acquire or dispose of the following: · sell or lease the ‘undertaking’ (being ‘all the assets of the co-operative) · sell or lease a part of the ‘undertaking’ of the co-operative that relates to its primary activities where it is more than 25% of the total book value of all assets · acquire from (or dispose of to) – director or employee; or – relative of a director or employee, property that has a value of 5% of the total book value of all assets relating to the primary activity · acquire an asset (with a value of 25% of the total book value of all assets) if it results in the co-operative carrying on an activity that is not one of the primary activities · dispose of an asset if the co-operative would cease carrying on the primary activity or the ability of the co-operative to carry on the primary activity is substantially impaired |
Section 359 |
| Where shares are on issue, a decision to increase the maximum permissible level of share interest (i.e. permit a single member holding more than 20% of nominal value of shares on issue) | Section 363 |
| If the co-operative wants to offer shares in the co-operative in exchange for or conditional on: · the sale of the business or part of the business of the co-operative · the registration of the co-operative as a company · the winding up of the co-operative · that would give a single member more than 20% of nominal value of shares on issue · a single member having a substantial share interest (5%) or there being a substantial change (increase or decrease by at least 1%) |
Section 374 |
| Decision to merge with another co-operative | Sections 396 and 476 |
| Decision to transfer incorporation to another scheme (e.g. to become a company or association) | Section 404 |
| Decision to execute a compromise or arrangement between a co-operative and its members | Section 414 |
| Decision to voluntarily wind up the co-operative | Section 445 |
All other decisions are to be made by the Board of Directors through their general power under the Rules of the co-operative.
The content contained in this guide is not legal advice.
To contact us and receive our specific advice, please get in touch with the Business & Commercial team on 02 6274 0999.
Information is correct as at date of publication.