Marginal note:Court order
107. If a director or officer of a cooperative fails to disclose an interest in a material contract or transaction in accordance with section 103, or otherwise fails to comply with sections 103 to 106.1, a court may, on the application of the cooperative or a member or shareholder, set aside the contract or transaction on any terms that it thinks fit or order that the director or officer account to the cooperative, its members or its shareholders for any profit realized from the contract or transaction.
- 1998, c. 1, s. 107;
- 2001, c. 14, s. 170.
108. Subject to the articles, the by-laws and any unanimous agreement, the directors may
(a) designate the offices of the cooperative;
(b) specify the powers and duties of each office;
(c) appoint any individual of full capacity, including a director, to be an officer;
(d) appoint one individual to hold more than one office; and
(e) delegate to the officers the power to manage the business and affairs of the cooperative, except a power referred to in subsection 109(3).
Marginal note:Appointment of managing director or committee
109. (1) The directors may appoint from among themselves a managing director or any committee they consider necessary.
(2) The managing director must be resident in Canada.
(3) The directors may delegate to a managing director or a committee composed of at least three directors any powers of the directors, except the power to
(a) fill a vacancy among the directors or in the office of the auditor, or appoint additional directors;
(b) declare dividends on shares, interest on member loans or patronage returns;
(c) approve a financial statement of the cooperative;
(d) submit to the persons who are entitled to vote on them questions or matters required to be approved at a meeting of the cooperative;
(e) make decisions that by this Act, the articles or a unanimous agreement are required to be made by a vote of greater than a majority of the directors;
(f) redeem or otherwise acquire shares issued by the cooperative;
(g) pay a commission referred to in section 128, except as authorized by the directors;
(h) approve a management proxy circular referred to in Part 9;
(i) issue securities, except in the manner and on the terms authorized by the directors; or
(j) issue investment shares of a series under section 126 except as authorized by the directors.
(4) A committee referred to in subsection (1) may exercise the powers that have been delegated to it subject to any restrictions imposed by the directors.
Marginal note:Membership on committee
(5) A director who is appointed to a committee may remain on the committee until the appointment is revoked or the person ceases to be a director.
(6) A committee appointed under this section must
(a) fix its quorum at not less than a majority of its members;
(b) keep minutes of its proceedings; and
(c) report, at each meeting of the directors, on the proceedings of the committee since the last meeting of the directors.
- 1998, c. 1, s. 109;
- 2001, c. 14, s. 171.
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