PART 6Corporate Governance (continued)
62 (1) Unless the by-laws provide otherwise, a quorum is present at a meeting of the cooperative if persons holding a majority of the voting rights that may be exercised at the meeting are present in person or represented in a manner provided for by this Act or permitted by the by-laws.
Marginal note:Opening quorum sufficient
(2) If a quorum is present at the opening of a meeting, the persons who are present and entitled to vote may, unless the by-laws provide otherwise, proceed with the business of the meeting even though a quorum is not present throughout the meeting.
(3) If a quorum is not present at the opening of a meeting, the persons who are present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business.
63 (1) If an entity is entitled to vote at a meeting of a cooperative, the cooperative must recognize any individual authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of the cooperative.
Marginal note:Powers of representative
(2) An individual who is authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if it were an individual.
Marginal note:Joint voting — members
Marginal note:Joint voting — shareholders
(2) Unless the articles provide otherwise, if two or more persons hold investment shares jointly, one of those holders present at a meeting of shareholders may, in the absence of the others, vote the investment shares, but if two or more of those persons who are present vote, in person or by proxy, they vote as one on the investment shares jointly held by them.
Marginal note:Voting by show of hands
(2) A person who is entitled to vote at a meeting may demand a ballot either before or after a vote by show of hands.
Marginal note:Electronic voting
(3) Despite subsection (1), unless the by-laws provide otherwise, any vote referred to in subsection (1) may be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility, if the cooperative makes available such a communication facility.
Marginal note:Voting while participating electronically
(4) Unless the by-laws otherwise provide, a member or shareholder participating in a meeting of the cooperative under subsection 48(3) or (3.1) and entitled to vote at that meeting may vote, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the cooperative has made available for that purpose.
- 1998, c. 1, s. 65;
- 2001, c. 14, s. 155.
Marginal note:Resolution in lieu of meeting
66 (1) Unless the by-laws provide otherwise, and except when a written statement is submitted under section 89 or subsection 260(4), a resolution in writing signed by all the persons who are entitled to vote on that resolution at a meeting of the cooperative is as valid as if it had been passed at such a meeting.
(2) Unless the by-laws provide otherwise, and except when a written statement is submitted under section 89 or subsection 260(4), a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of a cooperative, and signed by all the persons who are entitled to vote at the meeting, satisfies all the requirements of this Act relating to meetings.
Marginal note:Copies of resolutions
(3) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meeting.
67 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. 67;
- 2001, c. 14, s. 156.
Marginal note:One shareholder meeting
68 If a cooperative has only one shareholder, or only one holder of any class or series of investment shares, the shareholder present in person or represented by proxy constitutes a meeting of the shareholders or a meeting of shareholders of that class or series.
Marginal note:Requisition of meeting
69 (1) Two or more persons who together hold not less than five per cent of the voting rights that could be exercised at a meeting of a cooperative may requisition the directors to call such a meeting for the purposes stated in the requisition.
(2) The requisition
Marginal note:Directors calling meeting
(3) On receipt of the requisition, the directors must call a meeting to transact the business stated in the requisition unless
(a) the directors have called a meeting and given notice of it under section 52;
(b) the business of the meeting as stated in the requisition includes matters described in any of paragraphs 58(4)(b) to (e); or
(c) the business of the meeting as stated in the requisition includes a matter
Marginal note:Member or shareholder calling meeting
(4) If the directors do not call a meeting within twenty-one days after receiving the requisition, any person who signed the requisition may call the meeting unless any of paragraphs (3)(a) to (c) applies.
(5) A meeting called under this section must be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws, a unanimous agreement and this Act.
(6) Unless the persons who are present and entitled to vote at a meeting called under subsection (4) resolve otherwise, the cooperative must reimburse the persons who signed the requisition for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.
Other Methods of Calling Meetings
70 [Repealed, 2001, c. 14, s. 157]
Marginal note:Meeting called by court
71 (1) A court, on the application of a director or a person who is entitled to vote at a meeting, may order a meeting of a cooperative to be called, held and conducted within the time and in the manner that the court directs, if
(a) it is not feasible to call the meeting within the time or in the manner in which those meetings are to be called;
(b) it is not feasible to conduct the meeting in the manner required by this Act or the by-laws; or
(c) the court thinks the meeting should be called, held and conducted in the manner it directs for any other reason.
Marginal note:Varying quorum
(2) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted under this section.
Marginal note:Valid meeting
(3) A meeting called, held and conducted under this section is for all purposes a meeting duly called, held and conducted.
- 1998, c. 1, s. 71;
- 2001, c. 14, s. 158.
Marginal note:Court review of election
72 (1) A cooperative, a director or any person who is entitled to vote in the election or appointment of a director or an auditor may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the cooperative.
Marginal note:Powers of court
(2) On an application under subsection (1), a court may make any order it thinks fit, including an order
(a) restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;
(b) declaring the result of a disputed election or appointment;
(c) requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the cooperative until a new election is held or a new appointment is made; or
(d) determining the voting rights of persons claiming to be entitled to vote.
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