Marginal note:Proposal of by-law

74. A member may, in accordance with section 58, make a proposal to make, amend or repeal a by-law.

Marginal note:Effective date of by-law

• 75. (1) A by-law or an amendment to or repeal of a by-law made by the members is effective from the later of the date of the resolution made under subsection 73(1) and the date specified in the by-law, amendment or repeal.

• Marginal note:Effective date of by-law

  (2) A by-law or an amendment to a by-law made by the directors is effective from the later of the date the by-law is made or amended by the directors and the date specified in the by-law, until it is confirmed, with or without amendment, under subsection 73(3) or repealed under subsection 73(4) and, if the by-law is confirmed, or confirmed as amended, it is in effect in the form in which it was so confirmed.

• Marginal note:If by-law not approved

  (3) If a by-law or an amendment to a by-law made by the directors under subsection 73(2) is not submitted by the directors to the next meeting of the members as required under subsection 73(3), the by-law or amendment ceases to be effective from the date of that meeting.

• Marginal note:New resolution of directors

  (4) If a by-law or an amendment to a by-law made by the directors under subsection 73(2) is repealed under subsection 73(4) or ceases to be effective under subsection (3), no subsequent resolution of the directors to make or amend a by-law that has substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the members.

Marginal note:Number of directors

• 76. (1) A cooperative must have at least three directors or any greater minimum number that is set out in the articles.

• Marginal note:Effect of decrease

  (2) If the articles are amended to decrease the number of directors, the term of any incumbent director is not affected.

• Marginal note:Effect of increase

  (3) At a meeting to amend the articles to increase the number of directors, the persons who are entitled to do so may elect or appoint the additional number of directors.

Marginal note:Directors as members

77. Not less than two thirds of the directors, or any greater proportion that is provided for by the articles, must be members of the cooperative, or representatives of members that are entities or members of members that are cooperative entities.

Marginal note:Qualifications

• 78. (1) A person is not qualified to be a director if the person

  • (a) is not an individual;

  • (b) is less than eighteen years of age;

  • (c) is of unsound mind and has been so found by a court in Canada or elsewhere; or

  • (d) has the status of bankrupt.

• Marginal note:Additional qualifications

  (2) A cooperative may provide in its by-laws for qualifications or disqualifications of directors in addition to those in subsection (1).

• Marginal note:Status of directors

  (3) Unless Part 21 applies to a cooperative, a majority of the directors must be individuals who are not full-time officers or employees of the cooperative.

• Marginal note:Resident in Canada

  (4) At least twenty-five per cent of the directors must be resident in Canada. However, if the cooperative has only three directors, at least one director must be resident in Canada.

• Marginal note:Member election

  (5) Subject to subsections 124(3) and (4), all directors are to be elected by the members.