Proposed Articles and Bylaws
Proposed Articles of Incorporation:
Why the Board Is Recommending These Changes
The Board has a responsibility to ensure that the Co-op is governed in a way that is clear, accountable, lawful, and aligned with cooperative best practices. After a thorough review, the Board determined that the existing Articles and Bylaws were outdated in places and did not always reflect how the Co-op operates today. The proposed new documents modernize the governance framework while preserving the Co-op’s purpose and values. The Board has approved the new Articles and Bylaws and is now asking members to consider and vote on them.
What the New Articles and Bylaws Do
The proposed documents:
What Is Not Changing
These updates do not change:
Member Approval Is Required
Under the Co-op’s governing documents and Alberta’s Cooperatives Act, changes to the Articles and Bylaws must be approved by members through special resolutions at a duly called general meeting.
Members will be asked to vote on:
The Board has a responsibility to ensure that the Co-op is governed in a way that is clear, accountable, lawful, and aligned with cooperative best practices. After a thorough review, the Board determined that the existing Articles and Bylaws were outdated in places and did not always reflect how the Co-op operates today. The proposed new documents modernize the governance framework while preserving the Co-op’s purpose and values. The Board has approved the new Articles and Bylaws and is now asking members to consider and vote on them.
What the New Articles and Bylaws Do
The proposed documents:
- Clarify the roles of members, the Board, and management
- Strengthen governance oversight and accountability
- Improve clarity and consistency across governance provisions
- Modernize language and structure
- Support virtual meetings and province-wide member participation
- Align the Co-op’s governance with current legislation and cooperative best practices
What Is Not Changing
These updates do not change:
- The Co-op’s mission, values, or purpose
- CMS’s status as a member-owned, non-profit co-operative
- Member voting rights or director elections
- Membership benefits or services
Member Approval Is Required
Under the Co-op’s governing documents and Alberta’s Cooperatives Act, changes to the Articles and Bylaws must be approved by members through special resolutions at a duly called general meeting.
Members will be asked to vote on:
- Repealing the current Articles and Bylaws
- Adopting the new Articles and Bylaws
Frequently Asked Questions
Why are these changes being proposed now?
The Board identified that the existing governance documents no longer fully reflected how the Co-op operates or current governance standards. Updating them now helps ensure CMS remains well-governed and accountable to members.
Does this change CMS’s mission or cooperative values?
No. The Co-op’s mission, cooperative principles, and purpose remain exactly the same.
Will this affect my membership or benefits?
No. Membership rights, benefits, and services are not being changed.
Does this give more power to the Board or staff?
No. The updated documents clarify roles and responsibilities so that:
What happens if members do not approve the resolutions?
If the resolutions do not pass, the existing Articles and Bylaws will remain in effect. The Board would then consider next steps.
The Board identified that the existing governance documents no longer fully reflected how the Co-op operates or current governance standards. Updating them now helps ensure CMS remains well-governed and accountable to members.
Does this change CMS’s mission or cooperative values?
No. The Co-op’s mission, cooperative principles, and purpose remain exactly the same.
Will this affect my membership or benefits?
No. Membership rights, benefits, and services are not being changed.
Does this give more power to the Board or staff?
No. The updated documents clarify roles and responsibilities so that:
- Members retain ultimate authority through voting
- The Board focuses on governance and oversight
- Management operates within clear limits set by the Board
What happens if members do not approve the resolutions?
If the resolutions do not pass, the existing Articles and Bylaws will remain in effect. The Board would then consider next steps.
Current Articles (for comparison):
| 2004_articles_of_incorporation_calgary_co-op_memorial.pdf |
Current Bylaws (for comparison):
| 2022_cms_bylaws.pdf |
Member Feedback
The Board welcomes member feedback on the proposed Articles and Bylaws. Comments may be submitted in advance by emailing [email protected] or raised during the AGM discussion. Member input helps inform the Board’s governance role and supports transparent decision-making.
