Part 4 — Directors and Officers of Cooperatives Division 1 Number, Qualifications and Functions of Directors
57 Division 2 Rules for Election of Directors Rules for election of directors
provides otherwise, the election and appointment of the directors
must be in accordance with this section and sections 60, 61, 62, 64,
65, 66(2) and 108(4) and (5).
(2) Elections of directors must be held and appointment of
directors must be made annually at a meeting of the persons who
are entitled to elect or appoint them.
(3) A cooperative's directors hold office until the close of the
meeting at which their successors are elected.
(4) It is not necessary that all directors elected at a meeting of the
cooperative hold office for the same term.
(5) A person who is elected or appointed as a director is not a
director unless
(a) that person was present at the meeting when the election
was held or appointment was made and did not refuse to act
as a director, or
(b) if that person was not present at the meeting,
(i) the person, before the el ection or appointment or within
10 days after it, consented in writing to act as a director,
or
(ii) the person has acted as a director pursuant to the electi on
or appointment.
(6) A person who is elected or appointed as a director and refuses
or fails to consent or act is deemed not to have been elected or
appointed as a director.
(7) If the number of nominees exceeds the number of directors to
be elected, directors are to be elected by secret ballot.
(8) A ballot that is cast for the election of more directors than the
number to be elected is to be considered a spoiled ballot.
(9) The individual who receives the greatest number of votes at an
election of directors is elected a director and the individuals who
receive the next greatest numbers of votes are also elected
directors, in descending order until the number of directors to be
elected has been elected, but if 2 individuals receive an equal
number of votes for the last vacancy, the directors already elected
must determine which of the 2 individuals is to be elected.
(9.1) Subject to sections 51(3) and 108(4) and (5), all directors
must be elected by the members or, if members are represented by
delegates, by the delegates of members.
(10) If investment shareholders have a right to elect one or more
directors, they must vote separately from the members.
(11) Where the articles of a cooperative provide that
(a) an investment share confers on its holder the right to vot e at
an election of directors, or
(b) under section 108(4), the investment shareholders, any cla ss
of investment shareholders or the holders of a series of
investment shares may elect a fixed number or percentage of
directors,
a director may only be elected either as a director elected by the
investment shareholders or as a director elected by the members.
2001 cC-28.1 s57;2022 c16 s3(16)