Bill C-5
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Electronic
meeting
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98. (1) Subject to the by-laws, a director
may attend a meeting of directors by means of
a telephonic, electronic or other communica
tion facility if it permits all persons participat
ing 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
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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
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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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Liability |
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Directors'
liability
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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 coopera
tive 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
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(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 other
wise recovered by the cooperative:
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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 subsec
tion (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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Limitation
period
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(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
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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
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(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
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(4) A director is not liable under this section
unless
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Limitation
period
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(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
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(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
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(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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Conflict of Interests |
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Disclosure of
interest
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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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Exemption
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(2) This section does not require the disclo
sure 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
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(4) A director must make the disclosure
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Time of
disclosure for
an officer
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(5) An officer who is not a director must
make the disclosure
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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 cooper
ative.
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Exception
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(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
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104. (1) A director who is interested in a
contract or transaction referred to in subsec
tion 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
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(2) Subsection (1) does not apply to
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Continuing
disclosure
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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 transac
tion so made.
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Effect of
disclosure
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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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Court order
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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 transac
tion on any terms that it thinks fit or order that
the director or officer account to the coopera
tive, its members or its shareholders for any
profit realized from the contract or transac
tion.
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Officers |
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Officers
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108. Subject to the articles, the by-laws and
any unanimous agreement, the directors may
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Appointment
of managing
director or
committee
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109. (1) The directors may appoint from
among themselves a managing director or any
committee they consider necessary.
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Residency
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(2) The managing director must be resident
in Canada.
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Delegation
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(3) The directors may delegate to a manag
ing director or a committee composed of at
least three directors any powers of the direc
tors, except the power to
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Powers
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(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
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(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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Duties
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(6) A committee appointed under this
section must
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