Directors and Officers
Marginal note:Duty to manage
167. (1) Subject to this Act, the directors of an association shall manage or supervise the management of the business and affairs of the association.
Marginal note:Specific duties
(2) Without limiting the generality of subsection (1), the directors of an association shall
(a) establish an audit committee to perform the duties referred to in subsections 199(3) and (4);
(b) establish a conduct review committee to perform the duties referred to in subsection 200(3);
(c) establish procedures to resolve conflicts of interest, including techniques for the identification of potential conflict situations and for restricting the use of confidential information;
(d) designate a committee of the board of directors to monitor the procedures referred to in paragraph (c);
(e) establish investment and lending policies, standards and procedures in accordance with section 387;
(f) in the case of a retail association, establish procedures to provide disclosure of information to customers of the association that is required to be disclosed by this Act and for dealing with complaints as required by section 385.22; and
(g) designate a committee of the board of directors to monitor the procedures referred to in paragraph (f) and satisfy itself that they are being adhered to by the retail association.
- 1991, c. 48, s. 167;
- 2001, c. 9, s. 275.
Marginal note:Duty of care
168. (1) Every director and officer of an association in exercising any of the powers of a director or an officer and discharging any of the duties of a director or an officer shall
(a) act honestly and in good faith with a view to the best interests of the association; and
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Marginal note:Duty to comply
(2) Every director, officer and employee of an association shall comply with this Act, the regulations, the association’s incorporating instrument and the by-laws of the association.
Marginal note:No exculpation
(3) No provision in any contract, in any resolution or in the by-laws of an association relieves any director, officer or employee of the association from the duty to act in accordance with this Act and the regulations or relieves a director, officer or employee from liability for a breach thereof.
Qualification and Number — Directors
Marginal note:Minimum number of directors
169. (1) An association shall have at least seven directors.
Marginal note:Residency requirement
(2) The majority of the directors of an association must be, at the time of each director’s election or appointment, resident Canadians.
- 1991, c. 48, s. 169;
- 2001, c. 9, s. 276;
- 2007, c. 6, s. 150.
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