Part 4 — Directors and Officers of Cooperatives Division 1 Number, Qualifications and Functions of Directors
60 Vacancy on the board of directors
on the board of directors the remaining directors may, subject to
subsection (3), call a special meeting of the persons who are
entitled to vote for the purpose of electing or appointing directors
to fill the vacancy.
(1.1) Unless the bylaws provide otherwise,
(a) a person entitled to attend the special meeting may attend
the meeting by electronic means,
(b) the special meeting may be held entirely by electronic
means, and
(c) a person attending a meetin g by electronic means under
clause (a) or (b) is deemed for the purposes of this section to
be present in person at the meeting.
(2) If, at the close of a meeting of a cooperative, the persons at the
meeting have failed to elect or appoint the number or minimum
number of directors required by this Act or the articles, the
purported election or appointment of directors at the meeting
(a) is valid if the directors pu rported to be elected or appointed
and the 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 pu rported to be elected or appointed
and the incumbent directors, if any, whose terms did not
expire at the close of the meeting together do not constitute
a quorum.
(3) If there is a vacancy on the board of directors, except a vacancy
because of an increase in the number or minimum number of
directors or because of a failure to elect or appoint the number of
directors required by the articles, and there is still a quorum on the
board, the remaining directors may
(a) continue to fulfil their functions without filling the vac ancy,
or
(b) subject to subsection (5), appoint a director to fill the
vacancy.
(4) If the directors holding office no longer constitute a quorum,
the remaining directors must, without delay, call a special meeting
of the persons who are entitled to vote to fill the vacancy, and if
they fail to do so, any person who is entitled to vote at a meeting of
the cooperative may call the meeting.
(5) If there is a vacancy in the position of a director who is to be
elected by a class vote of either the members or the investment
shareholders,
(a) any remaining directors elect ed or appointed by that class
may act under subsection (3), or
(b) if there are no remaining d irectors of that class, any member
of the class may call a special meeting to elect a director to
fill a vacancy.
2001 cC-28.1 s60;2022 c16 s3(18)