Canada Cooperatives Act

Marginal note:Vacancy on board

• 85 (1) Subject to subsection (3), if there is a vacancy on the board of directors, except a vacancy because of an increase in the number or the minimum or maximum number of directors provided for in the articles or because of a failure to elect or appoint the number or minimum number of directors provided for in the articles, and there is still a quorum on the board, the remaining directors may

  • (a) continue to fulfil their functions without filling the vacancy; or

  • (b) subject to subsection (8), appoint a director to fill the vacancy.

• Marginal note:Failure to appoint or elect minimum

  (2) If, at the close of a meeting of a cooperative, the persons at the meeting have failed to appoint or elect the number or minimum number of directors required by this Act or the articles, the purported appointment or election of directors at the meeting

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

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

• Marginal note:Special meeting

  (3) The articles may provide that if there is a vacancy on the board of directors, the remaining directors must call a special meeting of the persons who are entitled to vote for the purpose of electing or appointing directors to fill the vacancy.

• Marginal note:Absence of quorum

  (4) If there is not a quorum of directors, the 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.

• Marginal note:Vacant board

  (5) If the board of directors is vacant, any person who is entitled to vote at a meeting of the cooperative may call a special meeting to elect directors to fill the vacancies.

• Marginal note:Deemed directors

  (6) If all of the directors have resigned or been removed without replacement, a person who manages or supervises the management of the business and affairs of the cooperative is deemed to be a director for the purposes of this Act.

• Marginal note:Exceptions

  (7) Subsection (6) does not apply to

  • (a) an officer who manages the business or affairs of the cooperative under the direction or control of a member, shareholder or other person;

  • (b) a lawyer, notary, accountant or other professional who participates in the management of the cooperative solely for the purpose of providing professional services; or

  • (c) a trustee in bankruptcy, receiver, receiver-manager or secured creditor who participates in the management of the cooperative or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.

• Marginal note:Class director

  (8) Subject to subsection (3), 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 shareholders,

  • (a) any remaining directors elected or appointed by that class may act under subsection (1); or

  • (b) if there are no such remaining directors, any member of the class may act under subsection (5).

• Marginal note:Unexpired term

  (9) Unless the by-laws provide otherwise, a director who is elected or appointed to fill a vacancy holds office for the unexpired term of their predecessor in office.