By-Law #3: Article 5: Board of Directors

5.1 Powers and Duties of the Board

  1. 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.
  2. The Board can act only by a decision at a proper board meeting.
  3. The Board must carry out the list of responsibilities attached to this by-law as Schedule E.

5.2 Number of Directors and Quorum

  1. The Board is made up of seven directors.
  2. 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.
  3. Four directors make up a quorum to deal with the business of the Co-op.

5.3 Who can act as a Director

  1. The rules stating who can be a director ar 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 and a member of the co-op. No two members of any one unit can serve on the Board at the same time.

    A majority of directors must be Canadian citizens or landed immigrants. Anyone who is in undercharged bankrupt or is mentally incompetent cannot be a director.

  2. Directors must be elected at a members’ meeting. Members cannot be directors if they were present at a meeting and refused to accept the office.

    If absent a person must agree in writing to be a director. They must do this within ten days of the meeting. If not, there is a vacancy on the Board and Article 5.12 of the by-law applies. The Co-op can use the sample “Agreement to be a Director” form that is attached to this by-law as Schedule B.

  3. A person cannot run for the Board if the following situation(s) exist that could embarrass the Co-op or damage the members’ confidence in the organization:
    1. current unresolved charges against the person under the Criminal Code relating to domestic violence, theft, or misappropriation of funds,
    2. failing to remain in good standing as defined below:
      Not owing money to any Housing Co-operative other than
      • housing charges for the current month
      • scheduled payment on member’s deposit/member loan, or
      • any amount for which the member has a repayment agreement with the Co-operative that the member is meeting
    3. outstanding notices from the Co-op concerning breaches in the by-laws of the Co-op.
  4. The Board has the right to make public at a general members’ meeting at which the elections are being held any information about any prospective Board member should that member refuse to withdraw their nomination once the Board has informed them that they cannot rune due to the above.

5.4 Election of Directors

  1. Members elect the directors. Normally, elections take place at the annual meeting but they can be scheduled for another meeting. If vacancies occur, the Board appoints someone as stated in Article 5.12 of this by-law.
  2. Section 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. Any ballot which has more or fewer votes will not be counted. For example, if the meeting is electing seven directors, then members must vote for seven of the candidates. Members cannot vote more than once for a candidate. Members cannot appoint someone else to vote for them.

  3. If the number of nominees is equal to the number to be elected, or less, the secretary will cast a single vote in favour of all the candidates.
  4. 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.

5.5 Election Officer or Committee

  1. Before the meeting to elect directors, the Board can appoint an elections 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.
    • Getting candidates
    • Making sure that the election follows the rules stated in the Act and the Co-op’s by-laws, and
    • Supplying ballots with a number of spaces equal to the number of directors to be elected.
  2. The election officer or committee should try to have more candidates than the number of directors to be elected.
  3. 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 candidates at the meeting.

5.6 Procedures for Elections

  1. 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 the appointment for the meeting or appoint someone else. If no one is appointed, the chair can perform the duties of the election officer/committee or appoint someone else.
  2. 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 should not announce the number of votes that each candidate received or the order in which they finished.
  3. A second election must be held immediately if there is a tie for the final position on the Board. In the second election, only the candidates who were tied for the final position can be on the ballot.
  4. If a quorum is present and a member moves to have a recount immediately after the results are announced, and nine members agree, there must be an immediate recount with scrutineers present. Detailed results must be announced.
  5. After the election, the election officer or 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 48 hours. Then the ballots can be destroyed.
  6. During the 48 hour period ten-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.

5.7 Term of Office

  1. The directors will have staggered terms. All directors will be elected to a two-year term.
  2. Unless they resign or are removed, directors serve until the first board meeting following the election of their successors.
  3. No director can be elected for more than two consecutive terms.

5.8 Conduct of Individual Directors

Each Director must:

  • act honestly, in good faith and in the best interest of the Co-op at all times
  • attend all board and members’ meetings, unless excused by the Board
  • prepare for all meetings
  • keep confidential any private information about the affairs of the Co-op, its members or staff
  • sign and adherer to the Director’s Code of Conduct (attached as Schedule F)

5.9 Insurance of Directors

  1. The co-op will insure all directors and officers, and their heirs and legal personnel representatives, to the maximum extent permitted 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 insure all employees t the same extent.
  2. The Co-op must purchase insurance to cover this liability.

5.10 Resignation of a Director

A director can resign by giving written notice, delivered either to the president of to the Co-op office.

The resignation will not take effect until the Board accepts it. The Board must accept any resignation at the first meeting after it is received unless it is withdrawn.

5.11 Removal of a Director

  1. Members can remove a director

    The members can remove any director before the end of the director’s term, as per Section 104 of the Act. Notice that a motion will be made to remove a director must be given at least then days before the meeting this motion must be passed by a majority vote.

  2. Directors removal by the Board

    3. The Board can ask for a director’s resignation if the director:

    • is absent from three consecutive board meetings without permission or proper excuse
    • has broken the confidentiality rules in Article 10 of the by-law
    • 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 can also ask for a director to resign if a director encounters any of the situations below that could embarrass the Co-op or damage the members’ confidence in the organization

    1. current unresolved charges against the person under the Criminal Code relating to domestic violence, theft, or misappropriation of funds
    2. failing to remain in good standing as defined below:

      3. Not owing money to any Housing Co-operative other than

      • housing charges for the current month
      • scheduled payment on member’s deposit/member loan, or
      • any amount for which the Member has a repayment agreement with the Co-op that the member is meeting.
    3. Outstanding notices from the Co-op concerning breaches in the by-laws or the Co-op.

    The Board must give written notice to the director of the board meeting held to discuss the recommendation.

    The notice must state:

    • the time and place of the meeting, and
    • the reason for the recommendation.

    Notice must be given to the director at least seven days before the meeting.

    The director can appear and speak at the board meeting. The Board decides and votes on the recommendation without the director present.

    If the Board votes to recommend the removal of the director and the Board member does not resign, the Board must present a resolution to a members’ meeting. The members must then make a decision. The director remains in office until the member make a decision.

    Should the Board member refuse to resign, and the issue has been taken to a members’ meeting, the Board has the right to make public at that members’ meeting any pertinent information about the Board member who is being asked to resign.

5.12 Vacancy

  1. When the members remove a director

    The members can elect any qualified person at the meeting to replace the director for the rest of the term of the former director. If the members do not do this then 5.12(b) applies.

  2. When vacancies occur for any other reason:

    If there is still a quorum on the Board after the vacancy occurs, the directors can appoint a qualified person for the rest of the term of the former director.

    The appointment takes effect immediately. But the appointment of the director must be put on the agenda for the next members’ meeting. The appointment will be considered confirmed unless the members elect someone else.

  3. If no quorum of directors remains in office, the remaining directors must call a members’ meeting to fill the vacancies. At the meeting the members elect directors to serve the rest of the terms of the former directors. 5.04, 5.05 and 5.06 of this by-law apply to filling these vacancies except that normally there is not election committee.

5.13 Board Meetings

  1. Place of meetings

    Meetings shall take place at the head office of the Co-op or at such other place within the Municipality of North Bay as the Board may determine.

  2. Regular meetings

    The Board must hold a minimum of 10 regular meetings per year, 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.

  3. Special 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.

  4. Emergency meetings:

    An emergency meeting of the Board can be called if

    • there is an emergency, and
    • a quorum of directors is present at the meeting.

    There must be a report at the next regular directors’ meeting of any decision made at an emergency meeting.

  5. Agenda of a Board Meeting

    An agenda should be given to all directors at least three days before a regular Board meeting. The agenda contains the items that the directors will consider at the meeting. At regular meetings, however, the Board can consider or adopt any motion even if no notice of the items 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.

  6. Chair

    The chair of the Board meetings can be either the president or another person chosen by the Board.

    The Chair cannot vote on matters which are dealt with at board meetings, unless to make or break a tie, or by secret ballot.

  7. Voting

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

  8. Procedures

    The is by-law’s procedures for members’ meetings and the Rules of Order also apply to board meetings except when the by-law states differently. Procedures at board meetings will be the same as members’ meetings with all appropriate changes.

5.14 Member, Non-Members, and Employees at Board Meetings

The Co-ordinator can attend all Board meetings unless otherwise directed by the Board.

Members 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.

5.15 Minutes of Board Meetings

  1. The minutes of all non-confidential (open) board meetings are kept in a minute book in the community centre, and are available to the members during regular office hours.
  2. Confidential minutes are kept in the office and are available only to the Board Members unless the Board decides otherwise.
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