Coop rules/18 Meetings of Directors
Part 18 -- Meetings of Directors
(Rule 99) Subject to The Cooperative Association Act and these coop rules, the directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they consider appropriate.
(Rule 100) Meetings of the board must be held at the time and place in British Columbia that the board determines is appropriate, and if the board does not determine the time and place, the president of the Association or any two directors may make that determination.
(Rule 101) Any two directors may, and the secretary of the Association on request of any three directors must, call a meeting of the directors at any time.
- Subject to these rules, at least 10 days notice of a meeting of the directors, specifying the place, date and hour of the meeting, must be given to each director and is sufficiently given if provided
- by personal delivery,
- by mail addressed to the director's address as it appears in the register of directors,
- by leaving it at the director's usual business or residential address,
- by telegram, telex, facsimile transmission, electronic mail, or any other method of transmitting legibly recorded messages, or
- by telephone to the director's telephone number as provided by the director.
- A notice of a meeting of directors must specify the purpose of, or the business to be transacted at, the meeting if the meeting is called to deal with an emergency or any of the following matters:
- a question or matter requiring approval of the members;
- filling a vacancy on the board;
- filling a vacancy in the office of auditor;
- issuing shares;
- declaring patronage returns or dividends on shares;
- redeeming shares issued by the the Association;
- approving a financial statement of the the Association;
- making decisions that by The Cooperative Association Act or these coop rules are required to be made by a vote of greater than a majority of the directors.
A notice mailed under sub rule (1.2) is deemed received on the second day, not including Saturday and holidays, after the date of mailing.
A notice given in accordance with sub rule (1.3) is deemed received when it is delivered.
A notice given under sub rule (1.4) is deemed received at the time the telegram, telex, facsimile transmission or other electronic transmission is sent.
A notice given under sub rule (1.5) is deemed received at the time the information is provided by telephone.
Directors meeting quorum
(Rule 103) Quorum for meetings of the directors shall be a majority of those currently serving as directors, but at no time shall be fewer than three (3). If a quorum of directors is present, the directors newly elected at an annual general meeting and the directors whose terms of office do not expire at the end of that meeting, without notice, may hold a meeting of the board immediately after that general meeting. Board members may participate in a board meeting by telephone, video conferencing or other electronic means of communication and board members attending in such fashion shall be counted as being in attendance for purposes of establishing a quorum, provided that the form of participation allows the board member to participate in discussion of issues, and to register his vote on decisions that arise.
- The board may, by resolution, appoint a day or days in any month or months for regular board meetings at the places and times specified by the board.
- A copy of the resolution under sub rule (1) must be sent to each director immediately after being passed, and no other notice is required for any regular board meeting, unless The Cooperative Association Act or these coop rules require that the purpose of the meeting or the business to be transacted at it be specified in a notice.
Directors meeting procedures
(Rule 105) In an emergency, the chairperson may call a meeting of the directors by giving each director at least 48 hours written or oral notice of the meeting.
(Rule 106) Notice of an adjourned meeting of directors is not required if the time and place of the adjourned meeting is announced at the original meeting.
(Rule 107) The accidental omission to give notice of any meeting to, or the non-receipt of any notice by, a director does not invalidate any proceedings at that meeting.
(Rule 108) The president of the Association or, in the absence of the president, the vice-president must chair all meetings of the board. The first act of chairing such a meeting may be delegation of that duty to a director selected from among those present. If both the president and vice-president are absent from a meeting of the board, the directors present must appoint one of their number to chair the meeting.
(Rule 109) Questions arising at any meeting of the directors are to be decided by the consent of all of those directors present and entitled to vote, unless The Cooperative Association Act or these coop rules require otherwise.
(Rule 110) The minutes of the proceedings of the directors must be kept in accordance with The Cooperative Association Act.
(Rule 112) A resolution referred to in this rule is effective from the date specified in the resolution, but that date must not be before the day on which the last director consents in writing to the resolution.
(Rule 113) For the purposes of a resolution referred to in this rule, written consent may be provided by telegram, telex, facsimile transmission, electronic mail or any other method of transmitting legibly recorded messages.
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