Canada Cooperatives Act (S.C. 1998, c. 1)

Marginal note:Participation

• 98. (1) Subject to the by-laws, a director may, in accordance with the regulations, if any, participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

• Marginal note:Presence

  (2) A director participating in a meeting by a means referred to in subsection (1) is deemed to be present at the meeting.

Marginal note:Validity of acts

99. No act of a director or officer is invalid by reason only of an irregularity in the person’s election or appointment or because the director or officer is not qualified to be one.

Marginal note:Resolution in lieu of meeting

• 100. (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or of a committee of directors, is as valid as if it had been passed at a meeting of directors or of a committee of directors.

• Marginal note:Copy of resolutions

  (2) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meetings of the directors or committee of directors.

• Marginal note:Evidence

  (3) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

Marginal note:Directors’ liability

• 101. (1) Directors who vote for or consent to a resolution authorizing the issue of a membership share or an investment share in exchange for a thing or service other than money are jointly and severally, or solidarily, liable to the cooperative to make good any amount by which the thing or service received is less than the fair equivalent of the money that the cooperative would have received if the membership share or investment share had been issued for money on the date of the resolution.

• Marginal note:Exemption

  (2) A director is not liable under subsection (1) if the director proves that he or she did not know and could not reasonably have known that the membership share or investment share was issued for a thing or service less than the fair equivalent of the money that the cooperative would have received if the membership share or investment share had been issued for money on the date of the resolution.

• Marginal note:Further liability

  (3) Directors who vote for or consent to resolutions authorizing any of the following matters are jointly and severally, or solidarily, liable to restore to the cooperative any amounts so distributed or paid and not otherwise recovered by the cooperative:

  • (a) a redemption or other acquisition of shares or the repayment of member loans contrary to this Act;

  • (b) a commission contrary to this Act;

  • (c) a payment of a dividend, a patronage return or interest contrary to this Act;

  • (d) [Repealed, 2001, c. 14, s. 166]

  • (e) a payment of an indemnity contrary to this Act; or

  • (f) any other payment contrary to this Act.

• Marginal note:Contribution

  (4) A director who satisfies a judgment for a debt owed under this section is entitled to contribution from the other directors who were liable for the debt.

• Marginal note:Recovery

  (5) A director who is liable under subsection (3) may apply to a court for an order to recover any money or property referred to in paragraphs (3)(a) to (f).

• Marginal note:Order of court

  (6) A court may, on application under subsection (5), if it is satisfied that it is equitable to do so,

  • (a) order any person to pay or deliver to the director any money or property referred to in paragraphs (3)(a) to (f) that was paid or distributed to that person;

  • (b) order a cooperative to return or issue membership shares or investment shares to a person from whom the cooperative redeemed or otherwise acquired membership shares or investment shares;

  • (c) order any person to repay to the cooperative the amount of a member loan that was repaid; or

  • (d) make any further order that it sees fit.

• Marginal note:Limitation period

  (7) An action to enforce a liability imposed by this section may not be commenced more than two years after the date of the resolution authorizing the action complained of.