Part 5 — Capital Structure Division 1 Membership Capital
115 Election of directors by investment shareholders
investment shares of a cooperative have, under section 108, a right
to elect one or more directors, or have a right to elect one or more
directors by reason of an event that has occurred and is continuing
or by reason of a condition that has been fulfilled, the directors
must call the following meetings for the purpose of electing the
director or directors:
(a) a special meeting of the inv estment shareholders of the class
or series of investment shares, to be called within 6 months,
or at any earlier date that may be specified in the articles,
after the date on which investment shares of the class or
series are first issued or after the event has occurred or the
condition has been fulfilled, and
(b) an annual meeting of those investment shareholders for
every subsequent year.
(2) If the articles so provide, directors who are to be elected by
investment shareholders may be elected by cumulative voting.
(3) If the articles provide for cumulative voting,
(a) the articles must require a fixed number of directors to be
elected by the investment shareholders, not a minimum and
maximum number of directors,
(b) each investment shareholde r who is entitled to vote at an
election of directors by investment shareholders has the
right to cast a number of votes equal to the number of votes
attached to the investment shares held by that investment
shareholder multiplied by the number of directors to be
elected, and the investment shareholder may cast all the
votes in favour of one candidate or distribute them among
the candidates in any manner,
(c) a separate vote of investme nt shareholders must be taken
with respect to each candidate nominated for director unless
a resolution is passed unanimously permitting 2 or more
persons to be elected at the same time,
(d) if an investment shareholder has voted for more than one
candidate without specifying the distribution of votes among
the candidates, the investment shareholder is deemed to
have distributed votes equally among the candidates for
whom the investment shareholder voted,
(e) if the number of candidate s nominated for director exceeds
the number of positions to be filled, the candidates who
receive the least number of votes are eliminated until the
number of candidates remaining equals the number of
positions to be filled,
(f) each director ceases to hold office at the close of the first
annual meeting after election by the investment shareholders
entitled to elect that director,
(g) a director may be removed from office only if the number of
votes cast by or on behalf of the persons who pursuant to the
bylaws are entitled to vote in favour of the director's
removal is greater than the product of the number of
directors and the number of votes cast against the motion,
and
(h) the number of directors required by the articles may be
decreased only if the votes cast in favour of the motion to
decrease the number of directors is greater than the product
of the number of directors and the number of votes cast
against the motion.