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Cooperative Credit Associations Act (S.C. 1991, c. 48)

Act current to 2023-01-25 and last amended on 2022-01-01. Previous Versions

PART VIICorporate Governance (continued)

Directors and Officers (continued)

Election and Tenure — Directors (continued)

Marginal note:Determining election of directors

  •  (1) The persons, to the number authorized to be elected, who receive the greatest number of votes at an election of directors of an association shall be directors thereof.

  • Marginal note:Idem

    (2) If, at any election of directors referred to in subsection (1), two or more persons receive an equal number of votes and there are not sufficient vacancies remaining to enable all the persons receiving an equal number of votes to be elected, the directors who receive a greater number of votes or the majority of them shall, in order to complete the full number of directors to be elected, determine which of the persons so receiving an equal number of votes are to be elected.

Marginal note:Re-appointment or re-election of directors

 A director who has completed a term of office is, if otherwise qualified, eligible for re-appointment or re-election.

Director Vacancies

Marginal note:Void election or appointment

  •  (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 169(2) or section 171, the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance.

  • Marginal note:Failure to appoint or elect minimum

    (2) Where, at the close of a meeting of members or shareholders of an association, the members or shareholders have failed to appoint or elect the number or minimum number of directors required by this Act or the by-laws of the association, the purported appointment or election of directors at the meeting

    • (a) is valid if the directors purported to be appointed or elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or

    • (b) is void if the directors purported to be appointed or elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum.

  • 1991, c. 48, s. 177
  • 1997, c. 15, s. 121

Marginal note:Directors where appointment or elections incomplete or void

  •  (1) Notwithstanding subsections 174(2) and (3) and paragraph 179(1)(a), if section 177 applies at the close of any meeting of members or shareholders of an association, the board of directors shall, until such time as their successors are appointed or elected, consist solely of

    • (a) where paragraph 177(2)(a) applies, the directors referred to in that paragraph; or

    • (b) where subsection 177(1) or paragraph 177(2)(b) applies, those persons who were the incumbent directors immediately before the meeting.

  • Marginal note:Where there is no approved rectification plan

    (1.1) Notwithstanding subsections 174(2) and (3) and paragraph 179(1)(a), where a plan to rectify the non-compliance referred to in subsection 177(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection, the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred.

  • Marginal note:Directors to call meeting

    (2) Where subsection (1) or (1.1) applies, the board of directors referred to in that subsection shall without delay call a special meeting of members or shareholders to fill the vacancies, where paragraph 177(2)(a) applies, or elect a new board of directors, where subsection 177(1) or paragraph 177(2)(b) applies.

  • Marginal note:Calling meeting

    (3) Where the directors fail to call a special meeting required by subsection (2), the meeting may be called by any person entitled to vote at that meeting.

  • 1991, c. 48, s. 178
  • 1997, c. 15, s. 122

Marginal note:Ceasing to hold office

  •  (1) A director ceases to hold office

    • (a) at the close of the annual meeting at which the director’s term of office expires;

    • (b) when the director dies or resigns;

    • (c) when the director becomes disqualified under section 170 or ineligible to hold office pursuant to subsection 207(2);

    • (d) when the director is removed under section 180; or

    • (e) when the director is removed from office under section 441.2.

  • Marginal note:Date of resignation

    (2) The resignation of a director of an association becomes effective at the time a written resignation is sent to the association by the director or at the time specified in the resignation, whichever is later.

  • 1991, c. 48, s. 179
  • 2001, c. 9, s. 277

Marginal note:Removal of director

  •  (1) Subject to subsections (2) and (3), the members of an association may, by special resolution at a special meeting of members, remove any or all directors from office.

  • Marginal note:Exception

    (2) Where members of an association have the exclusive right to appoint or elect one or more directors, a director so appointed or elected may be removed only by those members.

  • Marginal note:Idem

    (3) Where the holders of any class or series of shares of an association have the exclusive right to elect one or more directors, a director so elected may be removed only by a special resolution at a meeting of the shareholders of that class or series.

  • Marginal note:Vacancy by removal

    (4) A vacancy created by the removal of a director may be filled at the meeting of the members or shareholders at which the director is removed.

Marginal note:Statement of director

  •  (1) A director who

    • (a) resigns,

    • (b) receives a notice or otherwise learns of a meeting called for the purpose of removing the director from office, or

    • (c) receives a notice or otherwise learns of a meeting of directors, members or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire,

    is entitled to submit to the association a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution.

  • Marginal note:Statement re disagreement

    (2) Where a director resigns as a result of a disagreement with the other directors or the officers of an association, the director shall submit to the association and the Superintendent a written statement setting out the nature of the disagreement.

Marginal note:Circulation of statement

  •  (1) Forthwith on receipt of a director’s statement referred to in subsection 181(1) relating to a matter referred to in paragraph 181(1)(b) or (c), or a director’s statement referred to in subsection 181(2), an association shall send a copy thereof to the Superintendent, to each member and, if the director was elected by the holders of shares of a class, to those shareholders.

  • Marginal note:Exception

    (2) An association is not required to comply with subsection (1) in respect of shareholders if the statement is included in or attached to a management proxy circular required by paragraph 166.05(1)(a).

  • Marginal note:Immunity for statement

    (3) No association or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1).

  • 1991, c. 48, s. 182
  • 1997, c. 15, s. 123

Marginal note:Filling vacancy

  •  (1) Subject to the by-laws of an association, a vacancy among the directors of the association is to be filled by an appointment or election by members only or by an appointment or election by persons having an exclusive right to appoint or elect one or more directors if the vacancy occurs among the directors appointed or elected by those persons.

  • Marginal note:Where composition fails

    (2) Notwithstanding section 188, where by reason of a vacancy the number of directors or the composition of the board of directors fails to meet any of the requirements of sections 169 and 171, the directors who, pursuant to the by-laws, are empowered to fill that vacancy shall do so forthwith.

  • Marginal note:Class vacancy

    (3) Notwithstanding section 188, the by-laws of an association may provide that, where a class of persons has an exclusive right to appoint or elect one or more directors and a vacancy occurs among those directors,

    • (a) the remaining directors appointed or elected by those persons may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors who are to be appointed or elected by that class or from a failure to appoint or elect the number or minimum number of directors who are to be appointed or elected by that class;

    • (b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of sections 169 and 171, the other directors may fill that vacancy; and

    • (c) if there are no such remaining directors and paragraph (b) does not apply, any person of that class of persons may call a meeting of the class for the purpose of filling the vacancy.

  • 1991, c. 48, s. 183
  • 2005, c. 54, s. 172

Marginal note:Unexpired term

 Unless the by-laws otherwise provide, a director appointed or elected to fill a vacancy holds office for the unexpired term of the director’s predecessor in office.

Meetings of the Board

Marginal note:Meetings required

  •  (1) The directors shall meet at least four times during each financial year.

  • Marginal note:Place for meetings

    (2) The directors may meet at any place unless the by-laws provide otherwise.

  • Marginal note:Notice for meetings

    (3) The notice for the meetings must be given as required by the by-laws.

  • 1991, c. 48, s. 185
  • 1997, c. 15, s. 124

Marginal note:Notice of meeting

  •  (1) A notice of a meeting of directors shall specify each matter referred to in section 202 that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not otherwise specify the purpose of or the business to be transacted at the meeting.

  • Marginal note:Waiver of notice

    (2) A director may in any manner waive notice of a meeting of directors and the attendance of a director at a meeting of directors is a waiver of notice of that meeting except where the director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

  • Marginal note:Adjourned meeting

    (3) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting was announced at the original meeting.

Marginal note:Quorum

  •  (1) Subject to section 188, the number of directors referred to in subsection (2) constitutes a quorum at any meeting of directors or a committee of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

  • Marginal note:Idem

    (2) The number of directors constituting a quorum at any meeting of directors or a committee of directors shall be

    • (a) a majority of the minimum number of directors required by this Act for the board of directors or a committee of directors; or

    • (b) such greater number of directors than the number calculated pursuant to paragraph (a) as may be established by the by-laws of the association.

  • Marginal note:Director continues to be present

    (3) A director who is present at a meeting of directors or of a committee of directors but is not, in accordance with subsection 207(1), present at any particular time during the meeting is considered to be present for the purposes of this section.

  • 1991, c. 48, s. 187
  • 2005, c. 54, s. 173

Marginal note:Resident Canadian majority

  •  (1) The directors of an association shall not transact business at a meeting of directors unless a majority of the directors present are resident Canadians.

  • Marginal note:Exception

    (2) Despite subsection (1), the directors of an association may transact business at a meeting of directors without the required proportion of directors who are resident Canadians if

    • (a) a director who is a resident Canadian unable to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting; and

    • (b) there would have been present the required proportion of directors who are resident Canadians had that director been present at the meeting.

  • 1991, c. 48, s. 188
  • 2013, c. 33, s. 109

Marginal note:Electronic meeting

  •  (1) Subject to the by-laws of an association, a meeting of directors or of a committee of directors may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting.

  • Marginal note:Deemed present

    (2) A director participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Act to be present at that meeting.

Marginal note:Resolution outside board meeting

  •  (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.

  • Marginal note:Filing directors’ resolution

    (2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors.

  • Marginal note:Resolution outside committee meeting

    (3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 199(3) or a resolution of the conduct review committee in carrying out its duties under subsection 200(3), is as valid as if it had been passed at a meeting of that committee.

  • Marginal note:Filing committee resolution

    (4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee.

  • Marginal note:Evidence

    (5) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

  • 1997, c. 15, s. 125
  • 2005, c. 54, s. 174
 
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