Last Updated:
October 29, 2019
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Matt Dolf
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Rule 19: Meetings of Directors
19.1 Regulation of meetings
Subject to the Act and these Rules, the Directors may meet together to conduct business, adjourn, and otherwise regulate their meetings, as they consider appropriate.
19.2 Time and place of meetings
Meetings of the Directors must be held at the time and place in British Columbia that they determine is appropriate, and if they don’t determine the time and place, the president or any two Directors may make that determination.
19.3 Who may call meetings
The president may, and the secretary of the Co-op on the written request of three Directors must, call a meeting of the Directors at any time.
19.4 Quorum of the Board
The quorum necessary for the transaction of business may be fixed by the Directors, and unless so fixed shall be three.
19.5 Meeting valid despite failure to give notice
The accidental omission to give notice of any meeting of the Directors to, or the non-receipt of any notice by, a Director does not in itself invalidate any proceedings at that meeting.
19.6 Chair
Every meeting of the Directors will be chaired by:
[a] the president; or
[b] the vice-president, if the president is absent, unable, or unwilling to chair the meeting,
unless the majority of the Directors choose another person, who need not be a member, to be the chair.
19.7 Voting at meetings
Questions arising at any meeting of the Directors are to be decided by a majority of votes, unless the Act or these Rules require otherwise, and in the case of an equality of votes,
[a] the chair of the Directors’ meeting is not entitled to a second or casting vote; and
[b] the motion is defeated.
19.8 Minutes of the Directors’ meetings
The Directors must cause minutes of the following to be filed in books provided for the purpose:
[a] all appointments of officers made by the Directors;
[b] the names of the Directors present at each meeting of Directors or of any committee of Directors; and
[c] all resolutions and proceedings at all meetings of the Directors, or any committee of Directors.
19.9 Directors must sign in at meetings
A Director who is present at a meeting of the Directors or of a committee of Directors must sign their name in a book kept for that purpose, but a failure to sign does not invalidate the meeting.
19.10 Transaction of business by written resolution
A resolution of the Directors signed by all Directors shall have the same force and effect as if passed at a duly constituted meeting of the Directors and the signed resolution must be kept with the minutes of proceedings of the Directors.
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