Marginal note:Disqualified persons
170. The following persons are disqualified from being directors of an association:
(a) a person who is less than eighteen years of age;
(b) a person who is of unsound mind and has been so found by a court in Canada or elsewhere;
(c) a person who has the status of a bankrupt;
(d) a person who is not a natural person;
(e) and (f) [Repealed, 1994, c. 47, s. 51]
(g) a minister of Her Majesty in right of Canada or in right of a province; and
(h) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof.
- 1991, c. 48, s. 170;
- 1994, c. 47, s. 51.
Marginal note:Limit on directors
171. No more than 15 per cent of the directors of an association may, at each director’s election or appointment, be employees of the association or a subsidiary of the association.
Election and Tenure — Directors
Marginal note:Number of directors
172. (1) Subject to subsection 169(1), the members of an association shall, by by-law, determine the number of directors or the minimum and maximum number of directors.
Marginal note:Content of by-law
(2) A by-law made pursuant to subsection (1) shall set out the manner in which directors are nominated, appointed or elected, but no by-law that decreases the number of directors shortens the term of an incumbent director.
Marginal note:Election at annual meeting
(3) A by-law made pursuant to subsection (1) that provides for a minimum and maximum number of directors may provide that the number of directors to be appointed or elected at any annual meeting be such number as is fixed by the directors prior to the annual meeting.
Marginal note:Election or appointment as director
172.1 The election or appointment of a person as a director is subject to the following:
(a) the person was present at the meeting when the election or appointment took place and did not refuse to hold office as a director; or
(b) the person was not present at the meeting when the election or appointment took place but
(i) consented in writing to hold office as a director before the election or appointment or within 10 days after it, or
(ii) acted as a director after the election or appointment.
- 2005, c. 54, s. 171.
Marginal note:Voting by shareholders
173. Where shareholders of an association are entitled to elect one or more directors of an association, no more than one third of the directors may be elected by the shareholders.
- Date modified: