Last Updated:
March 3, 2022
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Nels Anderson
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Rule 18: Election, appointment, and removal of Directors
18.1 Election at Annual General Meeting
At every Annual General Meeting, the Directors other than CHF BC Directors will be elected to fill the vacancies of Directors whose terms are expiring and any other vacancies as may then exist. (removed by May 8th, 2019 Special Resolution)
18.2 Nomination of candidates
A member may nominate a candidate for Director, or a member may volunteer to be a nominee for Director, either before or at a meeting at which Directors are to be elected.
18.3 Number of candidates
If the number of candidates in an election for Directors exceeds the number to be elected at the election:
[a] there must be an election by secret ballot;
[b] the number of candidates written on each ballot must be the same as the number to be elected.
18.4 Candidates declared elected
If the number of candidates in an election for Directors is equal to or less than the number of Directors to be elected, subject to the minimum number of Directors required by these Rules, those nominated are declared elected and no election is required.
18.5 Directors elected according to number of votes
In an election for Directors other than CHF BC Directors, the chair must declare elected the candidates who received the highest number of valid votes up to the number of Directors to be elected. (removed by May 8th, 2019 Special Resolution)
18.6 If two or more candidates receive equal number of votes for last vacancy
If two or more candidates receive an equal number of votes for the last vacancy on the Board, those candidates may agree on who will fill the vacancy, but if they cannot agree, the members will immediately hold a run-off election, by secret ballot, between those candidates, in which case, if the run-off election results in a tie vote, the last vacancy shall be decided by lot.
18.7 When term of office of Directors ends
The term of office of a Director ends at the end of the Annual General Meeting at which a replacement is to be elected or appointed.
18.8 Term of office of Directors
In the election of Directors other than the CHF BC Directors: (removed by May 8th, 2019 Special Resolution)
[a] held at the first Annual General Meeting after these Rules come into effect, half of the Directors (rounded up in the case of an odd number of Directors) must be elected for a term of two years and the remainder must be elected for a term of one year; and
[b] held at each subsequent Annual General Meeting, the Directors must each be elected for a term of:
[1] one year, if the Director is completing the term of a Director who vacated their office in the first year of their two-year term; or
[2] two years, in a manner to ensure that no more than a simple majority of Directors is elected for a term of two years at any Annual General Meeting.
18.9 Further terms of office of Directors
Directors may be elected any number of times.
18.10 Effect of vacancy on ability of Directors to act
Despite any vacancy on the Board, the continuing Directors,
[a] if and so long as the number of continuing Directors constitutes a quorum of the Board, may continue to function without filling the vacancy or may appoint a qualified member to fill the vacancy or may call a general meeting and hold a by-election to fill the vacancy, which new Director in either case will hold office for the balance of the term of the vacating Director, or
[b] if the number of continuing Directors does not constitute a quorum of the Board, may appoint qualified members as Directors for the purpose of increasing the number of Directors for the sole purpose of calling a general meeting in order to hold a by-election by secret ballot to fill the vacancy.
18.11 Director ceasing to hold office
A Director of the Co-op will cease to hold office if:
[a] the term of office of that Director expires in accordance with the Act or these Rules;
[b] the Director is removed in accordance with Rule 18.12;
[c] the Director dies;
[d] the Director resigns in writing;
[e] the Director ceases to be qualified under any provision of Rule 17.5;
[f] the Director ceases to be a member; or, in the case of a CHF BC Director, if CHF BC revokes the Director’s appointment by a resolution of the Board of Directors of CHF BC; (removed by May 8th, 2019 Special Resolution)
[g] the Director ceases to live in the Unit on a full-time basis as their principal residence; unless the Director is a CHF BC Director; (removed by May 8th, 2019 Special Resolution)
[h] the Director is absent from three consecutive regular meetings of the Directors without the consent of the Directors;
[i] the Director holds any office of profit under the Co-op;
[j] a person related to the Director by blood or marriage, or a person residing in the same Unit as the Director, accepts a position as an employee of the Co-op;
[k] a person residing in the same Unit as the Director is serving as a Director at the same time, in which case the office of the Director last elected or appointed will be vacated;
[l] the Director is a shareholder, Director, or employee of a corporate entity with whom the Co-op considers entering into or has entered into a contract, unless the Director complies with the provisions of Rule 22; and
[m] the Director considers entering into or has entered into a contract directly with the Co-op, unless the Director complies with the provisions of Rule 22.
18.12 Removal of Director
A Director may be removed before the expiration of the Director’s term of office by a special resolution. The Director, if any, who is to fill the vacancy, must be elected by the members at a general meeting. If the Director removed is a CHF BC Director, the Director, if any, who is to fill the vacancy must be appointed by CHF BC. (removed by May 8th, 2019 Special Resolution)
18.13 Validity of acts of Directors
Every act of a Director of the Co-op is valid, despite any defect in the Director’s appointment, election, or qualification.
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