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(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
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(b) the required majority would have been
present had that director been present at the
meeting.
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| Electronic
meeting
|
98. (1) Subject to the by-laws, a director
may attend a meeting of directors by means of
a telephonic, electronic or other
communication facility if it permits all
persons participating in the meeting to
communicate adequately with each other
during the meeting.
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| Presence
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(2) A director participating in a meeting by
a means referred to in subsection (1) is deemed
to be present at the meeting.
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| 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.
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| 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.
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| Copy of
resolutions
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(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.
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| Proof
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(3) An entry in the minutes of a cooperative
of a vote taken, including one taken in a
meeting held in accordance with section 98, or
a resolution made under subsection (1) is, in
the absence of evidence to the contrary, proof
of the outcome of the vote or resolution.
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| 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.
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| Exemption
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(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.
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| 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:
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(a) a redemption or other acquisition of
shares or the repayment of member loans
contrary to this Act;
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(b) a commission contrary to this Act;
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(c) a payment of a dividend, a patronage
return or interest contrary to this Act;
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(d) financial assistance contrary to this Act;
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(e) a payment of an indemnity contrary to
this Act; or
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(f) any other payment contrary to this Act.
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| Contribution
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(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.
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| Recovery
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(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).
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| Order of court
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(6) A court may, on application under
subsection (5), if it is satisfied that it is
equitable to do so,
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(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;
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(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;
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(c) order any person to repay to the
cooperative the amount of a member loan
that was repaid; or
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(d) make any further order that it sees fit.
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| 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.
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| 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.
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| Exceptions
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(2) A director is not liable under this section
for any amount in respect of statutory or
contractual termination of employment, for
severance pay or for any punitive damages
related to termination of employment.
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| Amount of
liability
|
(3) The amount of the liability under this
section may not exceed six months wages in
the case of each employee.
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| Conditions
precedent
|
(4) A director is not liable under this section
unless
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(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;
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(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
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(c) the cooperative made an assignment or
was made subject to a receiving 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 receiving order.
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| 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.
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| 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.
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| Subrogation
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(7) If a director pays a debt owed under this
section and the debt is proven in liquidation
and dissolution or bankruptcy proceedings,
the director is entitled to any preference that
the employee would have been entitled to and,
if judgment is obtained, is entitled to an
assignment of the judgment.
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| Contribution
|
(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.
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| Disclosure of
interest
|
103. (1) A director or officer must, in
accordance with this section, disclose to the
cooperative the nature and extent of any
interest that the director or officer has in a
material contract or transaction, or a proposed
material contract or transaction, with the
cooperative, and any material change to any
such interest, if the director or officer
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(a) is a party to the contract or transaction;
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(b) is a director or officer - or an
individual acting in a similar capacity - of
a party to the contract or transaction; or
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(c) has a material interest in a party to the
contract or transaction.
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| Exemption
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(2) This section does not require the
disclosure of an interest in a contract or
transaction that is available to and customarily
entered into between the cooperative and its
members, if the contract or transaction is on
the same terms as are generally available to
members.
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| Manner of
disclosure
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(3) The director or officer must make the
disclosure in writing to the cooperative or
request to have it entered in the minutes of the
meetings of directors.
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| Time of
disclosure for
a director
|
(4) A director must make the disclosure
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(a) at the meeting of directors at which the
proposed contract or transaction is first
considered;
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(b) if the director was not interested in the
proposed contract or transaction at the time
of the meeting referred to in paragraph (a),
at the first meeting after the director
acquires an interest in it;
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(c) if there is a material change in the
director's interest in the contract,
transaction, proposed contract or proposed
transaction, at the first meeting after the
change;
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(d) if the director becomes interested in a
contract or transaction after it is made, at
the first meeting after the director acquires
an interest in it;
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(e) if the director had an interest in the
contract or transaction before becoming a
director, at the first meeting after becoming
a director; or
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(f) if the contract or transaction is one that
would, in the ordinary course of business,
not require the approval of the directors, as
soon as the director becomes aware of the
contract or transaction.
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| Time of
disclosure for
an officer
|
(5) An officer who is not a director must
make the disclosure
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(a) immediately after becoming aware that
the contract, transaction, proposed contract
or proposed transaction is to be considered
or has been considered at a meeting of
directors;
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(b) if the officer acquires an interest in a
contract or transaction after it is made,
immediately after the officer acquires an
interest in it;
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(c) if there is a material change in the
officer's interest in the contract,
transaction, proposed contract or proposed
transaction, immediately after the change;
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(d) if the officer had an interest in the
contract or transaction before becoming an
officer, immediately after becoming an
officer; or
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(e) if the contract or transaction is one that
would, in the ordinary course of business,
not require the approval of the directors, as
soon as the officer becomes aware of the
contract or transaction.
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| Access
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(6) The members and shareholders may
examine the portions of minutes of meetings
of directors, of other documents that contain
disclosures under this section and of the
general notice referred to in section 105
during the usual business hours of the
cooperative.
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| Exception
|
(7) The members and shareholders may, by
unanimous agreement, modify the procedural
requirements of this section and sections 104
to 107.
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| Voting
|
104. (1) A director who is interested in a
contract or transaction referred to in
subsection 103(1) may not be present for the
vote or vote on any resolution to approve the
contract or transaction.
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| Exception
|
(2) Subsection (1) does not apply to
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(a) a contract or transaction that relates
primarily to the director's remuneration as
a director, officer, employee or agent or
mandatary of the cooperative or of one of its
subsidiaries; or
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(b) a contract for indemnity or insurance
under section 113.
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| Continuing
disclosure
|
105. For the purposes of section 103, a
general notice to the directors declaring that
the director or officer is a director or officer of
an entity or acting in a similar capacity, or has
a material interest in an entity, or that there has
been a change in the nature of their interest in
the entity, and that the director or officer is
therefore to be regarded as interested in a
contract or transaction made with that entity,
as declared in the notice, is a sufficient
declaration of interest in a contract or
transaction so made.
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| Effect of
disclosure
|
106. A contract or transaction for which
disclosure must be made under section 103 is
not invalid, and the director or officer is not
accountable to the cooperative, its members
or its shareholders for any profit realized from
the contract or transaction, by reason only of
the interest of the director or officer in the
contract or transaction, if
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(a) disclosure of the interest was made in
accordance with this Act; or
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(b) disclosure of the interest was not made
in accordance with this Act but
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(i) disclosure of the interest was made,
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(ii) the contract or transaction is
approved by a majority of the members
of the cooperative or a majority of the
members present at a meeting of the
members, and
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(iii) the contract or transaction was
reasonable and fair to the cooperative at
the time it was approved.
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| 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, 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.
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| Officers
|
108. Subject to the articles, the by-laws and
any unanimous agreement, the directors may
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(a) designate the offices of the cooperative;
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(b) specify the powers and duties of each
office;
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(c) appoint any individual of full capacity,
including a director, to be an officer;
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(d) appoint one individual to hold more than
one office; and
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(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).
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| Appointment
of managing
director or
committee
|
109. (1) The directors may appoint from
among themselves a managing director or any
committee they consider necessary.
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| Residency
|
(2) The managing director must be resident
in Canada.
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| Delegation
|
(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
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(a) fill a vacancy among the directors or in
the office of the auditor, or appoint
additional directors;
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(b) declare dividends on shares, interest on
member loans or patronage returns;
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(c) approve a financial statement of the
cooperative;
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(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;
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(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;
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(f) redeem or otherwise acquire shares
issued by the cooperative;
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(g) pay a commission referred to in section
128;
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(h) approve a management proxy circular
referred to in Part 9; or
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(i) issue securities, except in the manner and
on the terms authorized by the directors.
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| Powers
|
(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.
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| 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.
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