Bill C-5
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PART 7 |
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DIRECTORS AND OFFICERS |
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General Provisions |
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Number of
directors
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76. (1) A cooperative must have at least
three directors or any greater minimum
number that is set out in the articles.
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Effect of
decrease
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(2) If the articles are amended to decrease
the number of directors, the term of any
incumbent director is not affected.
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Effect of
increase
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(3) At a meeting to amend the articles to
increase the number of directors, the persons
who are entitled to do so may elect or appoint
the additional number of directors.
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Directors as
members
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77. Not less than two thirds of the directors,
or any greater proportion that is provided for
by the articles, must be members of the
cooperative, or representatives of members
that are entities or members of members that
are cooperative entities.
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Qualifications
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78. (1) A person is not qualified to be a
director if the person
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Additional
qualifications
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(2) A cooperative may provide in its
by-laws for qualifications or disqualifications
of directors in addition to those in subsection
(1).
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Status of
directors
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(3) Unless Part 21 applies to a cooperative,
a majority of the directors must be individuals
who are not full-time officers or employees of
the cooperative.
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Resident in
Canada
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(4) A majority of the directors must be
resident in Canada.
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Member
election
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(5) Subject to subsections 124(3) and (4), all
directors are to be elected by the members.
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Functions of
directors
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79. Subject to this Act and to the articles and
any unanimous agreement, the directors
manage or supervise the management of the
business and affairs of the cooperative.
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Duties
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80. (1) Every director and officer must, in
exercising the powers and performing the
duties of office,
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Duty of
compliance
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(2) Every director and officer must comply
with this Act, the articles, the by-laws and any
unanimous agreement.
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No
exculpation
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(3) Subject to subsection 115(5), no
provision in a contract, the articles, the
by-laws, a unanimous agreement or a
resolution relieves a director or officer from
complying with this Act and the regulations or
from liability for non-compliance.
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Notice of
directors
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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.
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First directors
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(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.
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First meeting
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(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.
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Organizationa
l meeting
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82. (1) After a cooperative comes into
existence, a meeting of directors must be held
at which the directors may
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Notice
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(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.
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Rules for
election of
directors
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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.
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Annual
election
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(2) Elections of directors are to be held
annually at a meeting of the persons who are
entitled to elect or appoint them.
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Term of office
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(3) Directors hold office until the close of
the meeting at which their successors are
elected.
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Staggered
terms
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(4) It is not necessary that all directors
elected at a meeting of the cooperative hold
office for the same term.
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Re-election
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(5) Directors may be re-elected.
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Consent to
nomination
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(6) No election or appointment of an
individual as a director is valid unless
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Consent in
writing
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(7) A consent in writing referred to in
paragraph (6)(a) is effective during the
individual's term of office unless the consent
states that it is valid until the date stated in the
consent or until she or he revokes the consent.
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Secret ballot
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(8) Directors are to be elected by secret
ballot if the number of nominees exceeds the
number of directors to be elected.
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Casting ballot
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(9) A ballot that is cast for the election of
more than the number of directors to be
elected is null or void.
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Determining
election of
directors
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(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.
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Separate
election
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(11) If shareholders have a right to elect one
or more directors, they vote separately from
the members.
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Maximum
term
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84. Subject to section 86, no director may
hold office for a single term of more than three
years.
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Vacancy on
board
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85. (1) Subject to subsection (3), if there is
a vacancy on the board of directors, except a
vacancy because of an increase in number or
minimum number of directors or because of a
failure to elect or appoint the number of
directors required by the articles, and there is
still a quorum on the board, the remaining
directors may
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Failure to
appoint or
elect
minimum
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(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
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Special
meeting
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(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.
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Absence of
quorum
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(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.
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Vacant board
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(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.
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Deemed
directors
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(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, subject to any unanimous agreement,
deemed to be a director for the purposes of this
Act.
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Exceptions
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(7) Subsection (6) does not apply to
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Class director
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(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,
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Unexpired
term
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(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.
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Continuation
in office
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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.
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Ceasing to
hold office
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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.
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Resignation
date
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(2) A resignation of a director becomes
effective on the later of
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Removal of
directors
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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.
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Vacancy
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(2) The vacancy created by the removal of
a director may be filled at the meeting at which
the director was removed.
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Resignation
statement
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89. (1) A director who resigns is entitled to
submit to the cooperative a written statement
giving the reasons for the resignation.
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Opposition
statement
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(2) A director who learns of
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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.
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Circulation of
statement
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(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.
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Immunity for
statement
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(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).
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Right to
attend
meetings
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90. A director is entitled to receive notice
of, to attend and to be heard at every meeting
of the cooperative.
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Notice of
change
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91. A cooperative, no later than fifteen days
after a change among its directors or of the
address of any of them, must send the Director
a notice in the form that the Director fixes,
setting out the change.
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Place of
meetings
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92. (1) The directors may meet at any place
unless the articles or by-laws provide
otherwise.
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Notice of
meeting
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(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.
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Content of
notice
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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).
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Waiver of
notice
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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.
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Adjourned
meeting
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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.
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Quorum
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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.
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Majority
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97. (1) To constitute a quorum, a majority of
the directors at the meeting must be
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Exception
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(2) Despite subsection (1), a meeting of
directors may be held without the required
majority of directors who are resident in
Canada if
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