Canada Cooperatives Act

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• (7) [Repealed, 2001, c. 14, s. 160]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.