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

Marginal note:Court review of election

• 72 (1) A cooperative, a director or any person who is entitled to vote in the election or appointment of a director or an auditor may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the cooperative.

• Marginal note:Powers of court

  (2) On an application under subsection (1), a court may make any order it thinks fit, including an order

  • (a) restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;

  • (b) declaring the result of a disputed election or appointment;

  • (c) requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the cooperative until a new election is held or a new appointment is made; or

  • (d) determining the voting rights of persons claiming to be entitled to vote.

By-laws

Marginal note:Making or amendment of by-law by members

• 73 (1) The members may, by special resolution, make, amend or repeal any by-law that regulates the business and affairs of the cooperative.

• Marginal note:Making or amendment of by-law by directors

  (2) Unless the by-laws of a cooperative provide otherwise, the directors may, by special resolution, make a by-law or amend a by-law of the cooperative, but only if the by-law or amendment is not contrary to a by-law made by the members.

• Marginal note:Approval

  (3) The directors must present a by-law or an amendment to a by-law that is made under subsection (2) to the members at the next meeting of members and the members may, by special resolution, confirm or amend it.

• Marginal note:By-law not confirmed

  (4) If a by-law or an amendment to a by-law made by the directors is not confirmed, with or without amendments, under subsection (3), the by-law or amendment is repealed as of the date of the meeting of members at which it was not confirmed.

Marginal note:Proposal of by-law

74 A member may, in accordance with section 58, make a proposal to make, amend or repeal a by-law.

Marginal note:Effective date of by-law

• 75 (1) A by-law or an amendment to or repeal of a by-law made by the members is effective from the later of the date of the resolution made under subsection 73(1) and the date specified in the by-law, amendment or repeal.

• Marginal note:Effective date of by-law

  (2) A by-law or an amendment to a by-law made by the directors is effective from the later of the date the by-law is made or amended by the directors and the date specified in the by-law, until it is confirmed, with or without amendment, under subsection 73(3) or repealed under subsection 73(4) and, if the by-law is confirmed, or confirmed as amended, it is in effect in the form in which it was so confirmed.

• Marginal note:If by-law not approved

  (3) If a by-law or an amendment to a by-law made by the directors under subsection 73(2) is not submitted by the directors to the next meeting of the members as required under subsection 73(3), the by-law or amendment ceases to be effective from the date of that meeting.

• Marginal note:New resolution of directors

  (4) If a by-law or an amendment to a by-law made by the directors under subsection 73(2) is repealed under subsection 73(4) or ceases to be effective under subsection (3), no subsequent resolution of the directors to make or amend a by-law that has substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the members.

PART 7Directors and Officers

General Provisions

Marginal note:Number of directors

• 76 (1) A cooperative must have at least three directors or any greater minimum number that is set out in the articles.

• Marginal note:Effect of decrease

  (2) If the articles are amended to decrease the number of directors, the term of any incumbent director is not affected.

• Marginal note:Effect of increase

  (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.

Marginal note:Directors as members

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.

Marginal note:Qualifications

• 78 (1) A person is not qualified to be a director if the person

  • (a) is not an individual;

  • (b) is less than eighteen years of age;

  • (c) is incapable; or

  • (d) has the status of bankrupt.

• Marginal note:Additional qualifications

  (2) A cooperative may provide in its by-laws for qualifications or disqualifications of directors in addition to those in subsection (1).

• Marginal note:Status of directors

  (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.

• Marginal note:Resident in Canada

  (4) At least twenty-five per cent of the directors must be resident in Canada. However, if the cooperative has only three directors, at least one director must be resident in Canada.

• Marginal note:Member election

  (5) Subject to subsections 124(3) and (4), all directors are to be elected by the members.

Marginal note:Functions of directors

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.

Marginal note:Duties

• 80 (1) Every director and officer must, in exercising the powers and performing the duties of office,

  • (a) act honestly and in good faith with a view to the best interests of the cooperative; and

  • (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

• Marginal note:Duty of compliance

  (2) Every director and officer must comply with this Act, the articles, the by-laws and any unanimous agreement.

• Marginal note:No exculpation

  (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.

Marginal note:Notice of directors

• 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.

• Marginal note:First directors

  (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.

• Marginal note:First meeting

  (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.

Marginal note:Organizational meeting

• 82 (1) After a cooperative comes into existence, a meeting of directors must be held at which the directors may

  • (a) adopt forms of security certificates and of cooperative records;

  • (b) admit persons to membership in the cooperative and issue or authorize the issuance of membership shares and member loan certificates;

  • (c) appoint officers;

  • (d) appoint an auditor to hold office until the first meeting of members;

  • (e) make arrangements with an appropriate financial institution; and

  • (f) transact any other business necessary to organize the cooperative.

• Marginal note:Notice

  (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.

Marginal note:Rules for election of directors

• 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.

• Marginal note:Annual election

  (2) Elections of directors are to be held annually at a meeting of the persons who are entitled to elect or appoint them.

• Marginal note:Term of office

  (3) Directors hold office until the close of the meeting at which their successors are elected.

• Marginal note:Staggered terms

  (4) It is not necessary that all directors elected at a meeting of the cooperative hold office for the same term.

• Marginal note:Re-election

  (5) Directors may be re-elected.

• Marginal note:Election or appointment as director

  (6) An individual who is elected or appointed to hold office as a director is not a director and is deemed not to have been elected or appointed to hold office as a director unless

  • (a) he or she was present at the meeting when the election or appointment took place and he or she did not refuse to hold office as a director; or

  • (b) he or she was not present at the meeting when the election or appointment took place and

    • (i) he or she consented to hold office as a director in writing before the election or appointment or within ten days after it, or

    • (ii) he or she has acted as a director pursuant to the election or appointment.

• (7) [Repealed, 2001, c. 14, s. 160]

• Marginal note:Secret ballot

  (8) Directors are to be elected by secret ballot if the number of nominees exceeds the number of directors to be elected.

• Marginal note:Casting ballot

  (9) A ballot that is cast for the election of more than the number of directors to be elected is null or void.

• Marginal note:Determining election of directors

  (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.

• Marginal note:Majority voting

  (10.1) If, at a meeting of persons who are entitled to elect or appoint directors of a distributing cooperative — other than in the case of a prescribed class of distributing cooperatives — at which an election of directors is required, there is only one candidate nominated for each position available on the board, each candidate is elected only if the number of votes cast in their favour represents a majority of the votes cast for and against them by those persons who are present in person or represented by proxy, unless the articles require a greater number of votes.

• Marginal note:Incumbent director not elected

  (10.2) Despite subsection (3) and paragraph 84(1)(b), if an incumbent director who was a candidate in an election held in accordance with subsection (10.1) was not elected during the election, the director may continue in office until the earlier of

  • (a) the 90th day after the day of the election; and

  • (b) the day on which their successor is appointed or elected.

• Marginal note:Separate election

  (11) If shareholders have a right to elect one or more directors, they vote separately from the members.

• Marginal note:Separate vote for each candidate

  (12) If the election of directors is for a prescribed cooperative, a separate vote by persons who are entitled to elect or appoint directors must be taken with respect to each candidate nominated for director.

• Marginal note:Exception

  (13) If an individual who was a candidate in an election held in accordance with subsection (10.1) was not elected during that election, the individual is not to be appointed, except in prescribed circumstances, as a director under subsection 85(1) before the next meeting at which an election of directors is required by persons who are entitled to elect or appoint directors.