BOARD OF DIRECTORS

Powers and Duties of the Board

• The Board manages and directs the business of the Co-op.  It can use all the powers of the Co-op, unless the Act or the by-laws say that a Members’ meeting is needed to decide on a specific matter.

• The Board can act only by a decision at a proper Board meeting, where quorum is present.

• The Board must carry out the list of responsibilities attached to this by-law as Schedule E.

 
Number of Directors and Quorum

• The Board is made up of seven (7) Directors.

• Quorum at Board meetings means the minimum number of Directors who must be present to hold a Board meeting and make decisions or transact any business.

• If there is a vacancy or vacancies on the Board, Section 6.13 will come into effect.

• The Board ideally operates with seven (7) Directors, but may not operate with less than four (4) Directors.  Quorum will still be considered to be four (4) Directors, which means no business can be decided at a Board meeting unless four (4) Directors are present.

 
Who Can Act as a Director

• The rules stating who can be a Director are in section 89 of the Act.  They are repeated in this by-law.

To be a Director, a person must be eighteen years or older.
To be a Director, a person must not be in default of the Occupancy By-law or any other contractual agreement with the Co-op. Article 11.5 of the Occupancy By-law will apply for Directors in arrears.
All Directors must have been a Member of the Co-op for a period of at least
three (3) consecutive months.
 
All Directors must be Canadian citizens or landed immigrants.  Anyone who is an undischarged bankrupt or is incapable of managing property within the meaning of the Substitute Decisions Act, or who becomes bankrupt or incapable of managing property, ceases to be a Director.

• Directors must be elected at a Members’ meeting.

Election of Directors

• Members elect the Directors.  Normally, elections take place at the Annual General meeting but they can be scheduled for another meeting.  If vacancies occur, the Board appoints someone as stated in 6.13 of this by-law.  Directors are elected and retired in rotation subject to 6.4 (b).

• Sections 90 and 91 of the Act state the election procedures that the Co-op must follow. The election is by secret ballot.  Members must cast a number of votes equal to the number of positions to be filled.  For example, if the meeting is electing 4 Directors, then Members must vote for 4 of the candidates.  Members cannot vote more than once for a candidate.  Members cannot appoint someone else to vote for them.

• If the number of candidates for election as Directors at a general meeting is the same or fewer than the number to be elected at that meeting, the Chair will call a vote to see if the Members wish to vote by ballot, or if they wish to declare the candidates to have been elected by acclamation.  If the Members wish to vote, the election procedures must follow Sections 90 and 91 of the Act.

• Members can vote only during a proper meeting.  There must be a quorum present from the time the ballot boxes open until the final vote is cast.  There does not have to be a quorum present while the votes are being counted and when the results of the vote are announced.  If there is a tie and a quorum is no longer present, then the Board must call a new meeting to complete the election.

• Members who are present at the meeting where they are nominated and elected, must verbally confirm that they will accept the election to be a Director.  If absent, a person must agree in writing to be a Director.  They must do this within ten (10) days of the meeting.  If not, there is a vacancy on the Board and 6.13 of this by-law applies.

 
Election Officer or Committee
a) Before the meeting to elect Directors, the Board can appoint an election officer or an election committee.  The officer or committee Members do not have to be Members of the Co-op. 
 
The election officer or committee is responsible for

• Giving information about the election to the Members, including educating Members on the duties and responsibilities of the Board

• Making sure that the election follows the rules stated in the Act and the Co-op’s by-laws and

• Supplying initialed ballots with a number of spaces equal to the number of Directors to be elected.

 b) If the election officer or committee presents a list of candidates to the meeting, those candidates still have to be nominated.  Members can nominate any other candidate. 
 
Procedures for Elections

• The Members can appoint an election officer or committee.  If the Board has appointed an election officer or committee for the election meeting, the Members can approve this appointment for the meeting or appoint someone else.

• The candidates who receive the greatest number of votes are elected to the Board.  The election officer or committee counts the votes and announces the results.  The officer or committee will not announce the number of votes that each candidate got or the order in which they finished.

• If there is a tie for the final position on the Board, and if quorum still exists, a second election must be held immediately. if there is a tie for the final position on the Board, if there is still quorum.  In the second election only the candidates who were tied for the final position can be on the ballot.

If a quorum is present and a Member moves to have a recount immediately after the results are announced, and nine (9) Members agree, there must be an immediate recount with scrutineers present.  This motion must be seconded and passed by the Members present.  If passed, the officer or committee will announce the details.  

• After the election, the election officer of committee must return the ballots to the ballot box.  The ballots must be kept in a sealed container in the Co-op office or some other safe place, for seven (7) days.  Then the officer can destroy the ballots.  Members can make and pass a motion to destroy the ballots at the meeting.

• During the seven (7) days period ten (10) percent of the Members can requisition a special Members’ meeting to recount the votes.  If this happens the ballots must be kept until the requisitioned meeting.  There must be scrutineers present at the recount and detailed results must be announced.  Until the recount, the results announced at the election meeting will stand.

 
Term of Office

• The Directors will have staggered terms.  All Directors will be elected for a two (2) year term.  The term will begin on the date on which he is elected or appointed and end two (2) years from the date of election or appointment, or until the second annual general meeting after his election, whichever comes first.

• No Director can be elected for more than two (2) consecutive terms.

• A Director may be eligible for reelection after they have been off the Board for a period of one (1) year.

• Notwithstanding the above, at least two (2) Directors shall retire from office each year.

 
Conduct of Individual Directors
Each Director must

• Act honestly, in good faith and in the best interests of the Co-op at all times

• Attend all Board and Members’ meetings, unless excused by the Board

• Prepare for all meetings, and

• Keep confidential any private information about the affairs of the Co-op, its Members or staff.

 
Indemnification of Directors
The Co-op will indemnify all Directors and officers, and their heirs and legal representatives, to the maximum extent permitted, and under the conditions outlined by Section 110 of the Act. This includes paying for any judgment or costs against Directors and officers less any costs that result from failing to comply with their duties to the Co-op.  
The Co-op will provide the Directors with an agreement promising to do this. 

Resignation of a Director
A Director can resign by giving written notice, delivered either to the President or to the Co-op office.
 
The resignation will take effect at the start of the Board meeting immediately following submission of the resignation; acceptance of this resignation to be
ratified at that meeting.  The Board Member ceases to be a Director at the moment their resignation is submitted.  The Board must accept any resignation unless it is withdrawn.
 
 
Removal of a Director
a) Members can remove a Director. 
The Members can remove any Director before the end of the Director’s term, at a Members’ meeting.   Notice that a motion will be made to remove a Director must be given to the Members at least ten (10) days before the meeting.  This motion must clearly state the reason for the removal of the Director, and must be passed by a majority vote.
 
b) The Board can recommend that the Members remove a Director, if the Director 

• is absent from three (3) consecutive Board meetings without permission or proper excuse, or

• has broken the confidentiality rules in Article 11 of this by-law, or

• has not carried out the other responsibilities of a Director, or

• has not carried out the responsibilities of a Member or has broken the Co-op’s by-laws

The Board must provide written notice to the Director, whose removal is being considered, of the Board meeting being held to discuss the recommendation.
The notice must state:

• the time and place of the meeting, and

• the reasons for the recommendation.

Notice must be given to said Director at least seven (7) days before the Board meeting.
 
The Director can appear and speak at that Board meeting.  The Board decides and votes on the recommendation without the Director present.
 
If the Board votes to recommend the removal of a Director, it must present a resolution to the next Members’ meeting.  The Members must then vote on a decision.  The Director remains in office until the Members make a decision.
 
Vacancy
a) When the Members remove a Director, the Board can appoint anyqualified person to replace the Director until the next Members’ meeting.  
 
At the next Members’ meeting, the Members can elect any qualified
person to replace the Director for the rest of the term of the former
Director.  The Members can also approve the Board’s choice of qualified
person.  If the Members do not approve as well, then 6.13 (c) will apply.
b) When vacancies occur for any other reason, if there is still a quorum on theBoard, the Directors can appoint a qualified person for the rest of the term of
the former Director.
 
The appointment takes effect immediately, but the election of the Director
must be put on the agenda for the next Members’ meeting or a special Members’ meeting if the next Members’ meeting is not called within one month from the date the appointment takes place.
 
If the Board is unable to fill the vacancy or vacancies, it may operate as if
there were no vacancies, as long as there are four (4) Directors on the
Board, which constitutes quorum.  If no quorum of Directors remain in office,
the remaining Directors must call a Members’ meeting to fill the vacancies.  
At that meeting the Members elect Directors to serve the rest of the terms of
the former Directors.
c) 6.4, 6.5 and 6.6 of this by-law apply to filling vacancies, except that normallythere is no election committee.   
 
Board Meetings

• Board meetings must be held at the Co-op office, or any other place within the City of Toronto that may be designated by the Board.

• The Board must hold regular monthly meetings on a date decided at the previous meeting, or at a regular time set by the Board.  There is no need to give notice of regular meetings.

• The Board can hold special meetings.  A special meeting can be called by a decision of the Board, by the President or Vice-President, or by a quorum of Directors.

Each Director must be given at least three (3) days written notice of a special meeting.  The notice must state the general nature of the meeting’s business.

• A special meeting of the Board can be called on less than three (3) days notice if there is an emergency, and a quorum of Directors is present at that meeting.

Notice of an emergency meeting must be given in writing or by telephone, or both if possible.
There must be a report at the next regular Board meeting of any decision made at an emergency meeting.
An agenda should be given to Directors before such a Board meeting.  The agenda contains the items that the Directors will consider at the meeting.  At regular meetings, the Board can consider or adopt any motion, even if no notice of the item is given. 
 
At special meetings or at emergency meetings, the Board can only consider the business stated in the notice, or the agenda given with the notice, except in the case of a matter of some urgency where a delay might adversely affect the Co-op and its Members.

• Directors can give up their right to notice.  This must be done in writing.

• The Chair of Board meetings can be either the President or another person chosen by the Board.

The Chair can vote on all matters which come before Board meetings, but cannot vote a second time if there is a tie.
 

• A majority vote is needed to make a decision unless this by-law states differently.

 
This by-law’s procedures for Members’ meetings and the Rules of Order also apply to Board meetings except when this by-law states differently.  Procedures at Board meetings will be the same as at Members’ meetings with all appropriate changes.
 

• If none of the Directors present at a meeting objects, any or all Directors can participate in a Board meeting by telephone or other communication equipment.  All the Directors must be able to hear each other.

Members and Employees at Board Meetings
Members and employees of the Co-op can attend Board meetings except when the Board makes a decision stating that some or all of the business of the meeting is confidential.  Persons who are not Directors can speak with the Board’s permission, but they cannot make motions or vote.
 
Minutes of Board Meetings

• The minutes, or brief summaries, of Board meetings will be made available to all Members within one (1) month of the date of their approval by the Board.

 
A copy of the Board minutes must be available for Members to view in the Co-op office during regular office hours.
 

• Confidential minutes will only be available to Board Members, unless the Board decides otherwise.