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content/wiki/cooperative-foundations--s5-governance-requirements.md
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@ -8,23 +8,31 @@ parentDocument: Central (Ontario)
outlineId: 05d4c54c-c609-42fa-9434-d0c587921fb9
createdBy: Jennie R.F.
---
:::warning
In development
:::info
**Ontario Adaptation**
This section covers what Ontario law actually requires under the Co-operative Corporations Act (CCA), and how that intersects with the governance structures from this session.
:::
## One-member-one-vote is law – not a choice
"what Ontario law requires, and how it maps onto what you just learned"
Under the CCA, every member of a co-op gets equal voting power for formal member decisions (elections, bylaw approvals, resolutions) regardless of how much they've invested. It's part of the legal definition of operating on a "co-operative basis" in Ontario. The consent and consensus models from this program are ways of *practicing* democratic governance day-to-day.
## Session Content:
## Bylaws are required, not optional
* One-member-one-vote is legislated under the CCA, not a choice - how this interacts with the consent and consensus models you've been discussing
* By-laws are required, not optional - they must cover membership, voting, and surplus distribution (connect to: the decisions you're learning to make together will eventually need to be codified)
* Virtual/hybrid meetings and electronic voting permanently allowed since 2023 - practical win for distributed studios
* Dual status: you can be both a director and an employee, but the roles have different legal implications - your by-laws need to separate governance work from production work
Ontario co-ops must have bylaws covering membership (how people join and leave), voting (how decisions are made formally), and surplus distribution (how money flows back to members). The governance processes you're building in this program eventually get written into these bylaws. All those decisions you're making together (how to make decisions, who has voice, how to handle disagreement) will need to be codified. That's what bylaws are for.
## Virtual and hybrid meetings are permanently allowed
\
one-page summary of CCA governance provisions relevant to worker co-ops, with links to the full Act and OCA resources
Since October 2023, Ontario co-ops can hold meetings virtually or in hybrid format as long as their bylaws *don't expressly forbid it*. If your studio is distributed or your team works across cities, this matters. Formal governance doesn't require everyone in the same room.
##
## Dual status: director and employee
In a worker co-op, you can be both a director and an employee. Most small studios (3-5 people) will have all members serving as both, but the roles carry different legal weight. Director duties include fiduciary duty and duty of care. Employee rights fall under the Employment Standards Act. It's worth separating governance work (board decisions, AGMs, strategic direction) from production work (making games) early on, before incorporation, so the distinction doesn't feel artificial later.
## Additional resources
* [Co-operative Corporations Act](https://www.canlii.org/en/on/laws/stat/rso-1990-c-c35/latest/rso-1990-c-c35.html)
* [OCA resources](https://www.ontario.coop/training-and-resources/start-a-co-operative)
* [FSRA legislative changes](https://www.fsrao.ca/industry/co-operative-corporations/legislative-and-regulatory-changes-co-operatives-ontario)