PART 7Directors and Officers (continued)
General Provisions (continued)
Marginal note:Waiver of notice
94 A director may, in any manner, waive notice of a meeting of directors and attendance at a meeting constitutes waiver of notice unless the director is attending for the purpose of objecting to the meeting on the ground that it was not lawfully called.
Marginal note:Adjourned meeting
95 There is no need to give notice for the continuation of a meeting of directors that is adjourned or for a meeting of directors that immediately follows an annual meeting.
96 Unless the articles, the by-laws or a unanimous agreement provides for a greater proportion, a majority of the number or minimum number of directors, subject to section 97, constitutes a quorum at any meeting of directors or of a committee of directors, and, despite any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.
(a) at least twenty-five per cent of the directors at the meeting must be resident in Canada or, if the cooperative has only three directors, at least one of the directors at the meeting must be resident in Canada; and
(b) a majority of the directors at the meeting must be members of the cooperative, or representatives of members that are entities or members of members that are cooperative entities.
(2) Despite subsection (1), a meeting of directors may be held without the number of directors resident in Canada required under that subsection if
- 1998, c. 1, s. 97
- 2001, c. 14, s. 163
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.
(2) A director participating in a meeting by a means referred to in subsection (1) is deemed to be present at the meeting.
- 1998, c. 1, s. 98
- 2001, c. 14, s. 164
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.
(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.
- 1998, c. 1, s. 100
- 2001, c. 14, s. 165
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.
(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.
(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.
(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.
- 1998, c. 1, s. 101
- 2001, c. 14, s. 166
Marginal note:Liability for wages
102 (1) Subject to this section and any other applicable law, each director is jointly and severally, or solidarily, liable to the employees of the cooperative for all debts payable to them for services performed while the director held office.
(2) [Repealed, 2001, c. 14, s. 167]
Marginal note:Amount of liability
(3) The amount of the liability under this section may not exceed six months wages in the case of each employee.
Marginal note:Conditions precedent
(4) A director is not liable under this section unless
(a) the cooperative was sued for the debt within six months after it became due and execution was returned unsatisfied in whole or in part;
(b) the cooperative has commenced liquidation or dissolution proceedings or was dissolved and a claim for the debt was proved no later than six months after the earlier of the date of commencement of the proceedings and the date of the dissolution; or
(c) the cooperative made an assignment or was made subject to a bankruptcy order under the Bankruptcy and Insolvency Act and a claim for the debt was proved no later than six months after the date of the assignment or bankruptcy order.
Marginal note:Limitation period
(5) A director is not liable under this section unless he or she is sued while holding office or no later than two years after ceasing to be a director.
Marginal note:Amount due after execution
(6) If execution referred to in paragraph (4)(a) has issued, the amount recoverable from the director is the amount remaining unsatisfied after execution.
Marginal note:Subrogation of director
(7) A director who pays a debt owed under this section that is proven in liquidation and dissolution or bankruptcy proceedings is subrogated to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is
(8) A director who pays a debt owed under this section is entitled to contribution from the other directors who were liable for the debt.
- 1998, c. 1, s. 102
- 2001, c. 14, s. 167
- 2004, c. 25, s. 188
- 2011, c. 21, s. 77
- Date modified: