Canada Cooperatives Act (S.C. 1998, c. 1)

Marginal note:Voting

• 104. (1) A director who is interested in a contract or transaction referred to in subsection 103(1) may not vote on any resolution to approve the contract or transaction.

• Marginal note:Exception

  (2) Subsection (1) does not apply to

  • (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

  • (b) a contract for indemnity or insurance under section 113.

Marginal note: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.

Marginal note:Effect of disclosure

106. A contract or transaction for which disclosure is required 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, because of the director’s or officer’s interest in the contract or transaction or because the director was present or was counted to determine whether a quorum existed at the meeting of directors or committee of directors that considered the contract or transaction, if

• (a) disclosure of the interest was made in accordance with sections 103 to 105;

• (b) the directors approved the contract or transaction; and

• (c) the contract or transaction was reasonable and fair to the cooperative when it was approved.

Marginal note:Confirmation

106.1 Even if the conditions of section 106 are not met, a director or officer, acting honestly and in good faith, is not accountable to the cooperative, its members or its shareholders for any profit realized from a contract or transaction for which disclosure is required under section 103 and the contract or transaction is not invalid by reason only of the interest of the director or officer in the contract or transaction if

• (a) the contract or transaction is approved or confirmed by special resolution at a meeting of the members;

• (b) disclosure of the interest was made to the members in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and

• (c) the contract or transaction was reasonable and fair to the cooperative when it was approved or confirmed.