PART 7Directors and Officers (continued)
General Provisions (continued)
Marginal note:Notice of directors
81 (1) At the time of sending articles of incorporation, the incorporators must send the Director a notice of directors, in the form that the Director fixes.
Marginal note:First directors
(2) When a cooperative comes into existence, the individuals identified in the notice have all the powers and duties of directors until the first meeting of members.
Marginal note:First meeting
(3) At the first meeting of members after a cooperative comes into existence, the directors are to be elected or appointed in accordance with this Act, the articles, the by-laws and any unanimous agreement.
Marginal note:Organizational meeting
82 (1) After a cooperative comes into existence, a meeting of directors must be held at which the directors may
(a) adopt forms of security certificates and of cooperative records;
(b) admit persons to membership in the cooperative and issue or authorize the issuance of membership shares and member loan certificates;
(c) appoint officers;
(d) appoint an auditor to hold office until the first meeting of members;
(e) make arrangements with an appropriate financial institution; and
(f) transact any other business necessary to organize the cooperative.
(2) An incorporator or a director may call a meeting of directors referred to in subsection (1) by giving not less than five days notice of the meeting to each director, stating the time and place of the meeting.
Marginal note:Rules for election of directors
83 (1) Unless the articles, the by-laws or a unanimous agreement provides otherwise, the election of the directors must be in accordance with this section, subsection 78(5) and sections 84 to 87 and 124.
Marginal note:Annual election
(2) Elections of directors are to be held annually at a meeting of the persons who are entitled to elect or appoint them.
Marginal note:Term of office
(3) Directors hold office until the close of the meeting at which their successors are elected.
Marginal note:Staggered terms
(4) It is not necessary that all directors elected at a meeting of the cooperative hold office for the same term.
(5) Directors may be re-elected.
Marginal note:Election or appointment as director
(6) An individual who is elected or appointed to hold office as a director is not a director and is deemed not to have been elected or appointed to hold office as a director unless
(a) he or she was present at the meeting when the election or appointment took place and he or she did not refuse to hold office as a director; or
(b) he or she was not present at the meeting when the election or appointment took place and
(i) he or she consented to hold office as a director in writing before the election or appointment or within ten days after it, or
(ii) he or she has acted as a director pursuant to the election or appointment.
(7) [Repealed, 2001, c. 14, s. 160]
Marginal note:Secret ballot
(8) Directors are to be elected by secret ballot if the number of nominees exceeds the number of directors to be elected.
Marginal note:Casting ballot
(9) A ballot that is cast for the election of more than the number of directors to be elected is null or void.
Marginal note:Determining election of directors
(10) The individual who receives the greatest number of votes at an election of directors is elected a director and the other individuals who receive, in descending order, the next greatest numbers of votes are also elected directors, until the number of directors to be elected has been elected. If two individuals receive an equal number of votes for the last vacancy on the board, the directors already elected to the board must determine which of the two individuals is to be elected.
Marginal note:Separate election
(11) If shareholders have a right to elect one or more directors, they vote separately from the members.
- 1998, c. 1, s. 83
- 2001, c. 14, s. 160
Marginal note:Maximum term
84 Subject to section 86, no director may hold office for a single term of more than three years.
Marginal note:Vacancy on board
85 (1) Subject to subsection (3), if there is a vacancy on the board of directors, except a vacancy because of an increase in the number or the minimum or maximum number of directors provided for in the articles or because of a failure to elect or appoint the number or minimum number of directors provided for in the articles, and there is still a quorum on the board, the remaining directors may
(a) continue to fulfil their functions without filling the vacancy; or
(b) subject to subsection (8), appoint a director to fill the vacancy.
Marginal note:Failure to appoint or elect minimum
(2) If, at the close of a meeting of a cooperative, the persons at the meeting have failed to appoint or elect the number or minimum number of directors required by this Act or the articles, the purported appointment or election of directors at the meeting
(a) is valid if the directors purported to be appointed or elected and the incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or
(b) is null or void if the directors purported to be appointed or elected and the incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum.
Marginal note:Special meeting
(3) The articles may provide that if there is a vacancy on the board of directors, the remaining directors must call a special meeting of the persons who are entitled to vote for the purpose of electing or appointing directors to fill the vacancy.
Marginal note:Absence of quorum
(4) If there is not a quorum of directors, the directors must, without delay, call a special meeting of the persons who are entitled to vote to fill the vacancy, and if they fail to do so, any person who is entitled to vote at a meeting of the cooperative may call the meeting.
Marginal note:Vacant board
(5) If the board of directors is vacant, any person who is entitled to vote at a meeting of the cooperative may call a special meeting to elect directors to fill the vacancies.
Marginal note:Deemed directors
(6) If all of the directors have resigned or been removed without replacement, a person who manages or supervises the management of the business and affairs of the cooperative is deemed to be a director for the purposes of this Act.
(7) Subsection (6) does not apply to
(a) an officer who manages the business or affairs of the cooperative under the direction or control of a member, shareholder or other person;
(b) a lawyer, notary, accountant or other professional who participates in the management of the cooperative solely for the purpose of providing professional services; or
(c) a trustee in bankruptcy, receiver, receiver-manager, sequestrator or secured creditor who participates in the management of the cooperative or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.
Marginal note:Class director
(8) Subject to subsection (3), if there is a vacancy in the position of a director who is to be elected by a class vote of either the members or the shareholders,
(a) any remaining directors elected or appointed by that class may act under subsection (1); or
(b) if there are no such remaining directors, any member of the class may act under subsection (5).
Marginal note:Unexpired term
(9) Unless the by-laws provide otherwise, a director who is elected or appointed to fill a vacancy holds office for the unexpired term of their predecessor in office.
- 1998, c. 1, s. 85
- 2001, c. 14, s. 161
- 2011, c. 21, s. 76(E)
Marginal note:Continuation in office
86 If the election of directors does not occur at the time fixed by this Act, the by-laws or a unanimous agreement, the directors then in office continue in office until their successors are elected.
Marginal note:Ceasing to hold office
87 (1) A director ceases to hold office when he or she dies, resigns, is removed from office or is no longer qualified to be a director.
Marginal note:Resignation date
(2) A resignation of a director becomes effective on the later of
(a) the day a written letter of resignation is sent to the cooperative, and
(b) the day specified in the letter of resignation.
Marginal note:Removal of directors
88 (1) A director may be removed from office by ordinary resolution at a special meeting of the persons who are entitled to vote in the election or appointment of that director.
(2) The vacancy created by the removal of a director may be filled at the meeting at which the director was removed.
Marginal note:Resignation statement
89 (1) A director who resigns is entitled to submit to the cooperative a written statement giving the reasons for the resignation.
Marginal note:Opposition statement
(2) A director who learns of
(a) a meeting of the cooperative called for the purpose of removing the director, or
(b) a meeting of the cooperative, or of the directors, at which another person is to be appointed or elected to succeed or replace the director,
is entitled to attend and address the meeting, or to submit a written statement to the cooperative, giving the reasons why the director opposes any proposed action or resolution at the meeting.
Marginal note:Circulation of statement
(3) When the cooperative receives a statement under subsection (1) or (2), it must ensure that a copy of it is sent without delay to the Director and to every person who is entitled to receive notice of the meeting.
Marginal note:Immunity for statement
(4) No cooperative or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (3).
Marginal note:Right to attend meetings
90 A director is entitled to receive notice of, to attend and to be heard at every meeting of the cooperative.
Marginal note:Notice of change of director or director’s address
91 (1) A cooperative must, within fifteen days after
(a) a change is made among its directors, or
(b) it receives a notice of change of address of a director referred to in subsection (2),
send to the Director a notice, in the form that the Director fixes, setting out the change.
Marginal note:Director’s change of address
(2) A director must, within fifteen days after changing his or her address, send the cooperative a notice of that change.
Marginal note:Application to court
(3) Any interested person, or the Director, may apply to a court for an order to require a cooperative to comply with subsection (1), and the court may so order and make any further order it thinks fit.
- 1998, c. 1, s. 91
- 2001, c. 14, s. 162
Marginal note:Place of meetings
92 (1) The directors may meet at any place unless the articles or by-laws provide otherwise.
Marginal note:Notice of meeting
(2) Unless the by-laws provide otherwise, notice of the time and place of a meeting of directors must be given to every director by sending the notice not less than ten days before the date of the meeting to the latest address of the director as shown on the records of the cooperative.
Marginal note:Content of notice
93 Notice of a meeting of directors must specify the time and place of the meeting but need not specify the matter to be dealt with at the meeting, unless the matter is one listed in subsection 109(3).
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.
97 (1) To constitute a quorum,
(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
(a) a director who is resident in Canada and who is not present approves, in writing or by telephonic, electronic or other communication facilities, the business transacted at the meeting; and
(b) the required number would have been present had that director been present at the meeting.
- 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
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