76. (1) A cooperative must have at least three directors or any greater minimum number that is set out in the articles.

(2) If the articles are amended to decrease the number of directors, the term of any incumbent director is not affected.

(3) At a meeting to amend the articles to increase the number of directors, the persons who are entitled to do so may elect or appoint the additional number of directors.

77. Not less than two thirds of the directors, or any greater proportion that is provided for by the articles, must be members of the cooperative, or representatives of members that are entities or members of members that are cooperative entities.

78. (1) A person is not qualified to be a director if the person

(a) is not an individual;

(b) is less than eighteen years of age;

(c) is of unsound mind and has been so found by a court in Canada or elsewhere; or

(d) has the status of bankrupt.

(2) A cooperative may provide in its by-laws for qualifications or disqualifications of directors in addition to those in subsection (1).

(3) Unless Part 21 applies to a cooperative, a majority of the directors must be individuals who are not full-time officers or employees of the cooperative.

(4) At least twenty-five per cent of the directors must be resident in Canada. However, if the cooperative has only three directors, at least one director must be resident in Canada.

(5) Subject to subsections 124(3) and (4), all directors are to be elected by the members.

1998, c. 1, s. 78; 2001, c. 14, s. 159.

79. Subject to this Act and to the articles and any unanimous agreement, the directors manage or supervise the management of the business and affairs of the cooperative.

80. (1) Every director and officer must, in exercising the powers and performing the duties of office,

(a) act honestly and in good faith with a view to the best interests of the cooperative; and

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(2) Every director and officer must comply with this Act, the articles, the by-laws and any unanimous agreement.

(3) Subject to subsection 115(5), no provision in a contract, the articles, the by-laws, a unanimous agreement or a resolution relieves a director or officer from complying with this Act and the regulations or from liability for non-compliance.

81. (1) At the time of sending articles of incorporation, the incorporators must send the Director a notice of directors, in the form that the Director fixes.

(2) When a cooperative comes into existence, the individuals identified in the notice have all the powers and duties of directors until the first meeting of members.

(3) At the first meeting of members after a cooperative comes into existence, the directors are to be elected or appointed in accordance with this Act, the articles, the by-laws and any unanimous agreement.

82. (1) After a cooperative comes into existence, a meeting of directors must be held at which the directors may

(a) adopt forms of security certificates and of cooperative records;

(b) admit persons to membership in the cooperative and issue or authorize the issuance of membership shares and member loan certificates;

(c) appoint officers;

(d) appoint an auditor to hold office until the first meeting of members;

(e) make arrangements with an appropriate financial institution; and

(f) transact any other business necessary to organize the cooperative.

(2) An incorporator or a director may call a meeting of directors referred to in subsection (1) by giving not less than five days notice of the meeting to each director, stating the time and place of the meeting.

83. (1) Unless the articles, the by-laws or a unanimous agreement provides otherwise, the election of the directors must be in accordance with this section, subsection 78(5) and sections 84 to 87 and 124.

(2) Elections of directors are to be held annually at a meeting of the persons who are entitled to elect or appoint them.

(3) Directors hold office until the close of the meeting at which their successors are elected.

(4) It is not necessary that all directors elected at a meeting of the cooperative hold office for the same term.

(5) Directors may be re-elected.

(6) An individual who is elected or appointed to hold office as a director is not a director and is deemed not to have been elected or appointed to hold office as a director unless

(a) he or she was present at the meeting when the election or appointment took place and he or she did not refuse to hold office as a director; or

(b) he or she was not present at the meeting when the election or appointment took place and

(i) he or she consented to hold office as a director in writing before the election or appointment or within ten days after it, or

(ii) he or she has acted as a director pursuant to the election or appointment.

(7) [Repealed, 2001, c. 14, s. 160]

(8) Directors are to be elected by secret ballot if the number of nominees exceeds the number of directors to be elected.

(9) A ballot that is cast for the election of more than the number of directors to be elected is null or void.

(10) The individual who receives the greatest number of votes at an election of directors is elected a director and the other individuals who receive, in descending order, the next greatest numbers of votes are also elected directors, until the number of directors to be elected has been elected. If two individuals receive an equal number of votes for the last vacancy on the board, the directors already elected to the board must determine which of the two individuals is to be elected.

(11) If shareholders have a right to elect one or more directors, they vote separately from the members.

1998, c. 1, s. 83; 2001, c. 14, s. 160.

84. Subject to section 86, no director may hold office for a single term of more than three years.

85. (1) Subject to subsection (3), if there is a vacancy on the board of directors, except a vacancy because of an increase in the number or the minimum or maximum number of directors provided for in the articles or because of a failure to elect or appoint the number or minimum number of directors provided for in the articles, and there is still a quorum on the board, the remaining directors may

(a) continue to fulfil their functions without filling the vacancy; or

(b) subject to subsection (8), appoint a director to fill the vacancy.

(2) If, at the close of a meeting of a cooperative, the persons at the meeting have failed to appoint or elect the number or minimum number of directors required by this Act or the articles, the purported appointment or election of directors at the meeting

(a) is valid if the directors purported to be appointed or elected and the incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or

(b) is null or void if the directors purported to be appointed or elected and the incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum.

(3) The articles may provide that if there is a vacancy on the board of directors, the remaining directors must call a special meeting of the persons who are entitled to vote for the purpose of electing or appointing directors to fill the vacancy.

(4) If there is not a quorum of directors, the directors must, without delay, call a special meeting of the persons who are entitled to vote to fill the vacancy, and if they fail to do so, any person who is entitled to vote at a meeting of the cooperative may call the meeting.

(5) If the board of directors is vacant, any person who is entitled to vote at a meeting of the cooperative may call a special meeting to elect directors to fill the vacancies.

(6) If all of the directors have resigned or been removed without replacement, a person who manages or supervises the management of the business and affairs of the cooperative is deemed to be a director for the purposes of this Act.

(7) Subsection (6) does not apply to

(a) an officer who manages the business or affairs of the cooperative under the direction or control of a member, shareholder or other person;

(b) a lawyer, notary, accountant or other professional who participates in the management of the cooperative solely for the purpose of providing professional services; or

(c) a trustee in bankruptcy, receiver, receiver-manager or secured creditor who participates in the management of the cooperative or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.

(8) Subject to subsection (3), if there is a vacancy in the position of a director who is to be elected by a class vote of either the members or the shareholders,

(a) any remaining directors elected or appointed by that class may act under subsection (1); or

(b) if there are no such remaining directors, any member of the class may act under subsection (5).

(9) Unless the by-laws provide otherwise, a director who is elected or appointed to fill a vacancy holds office for the unexpired term of their predecessor in office.

1998, c. 1, s. 85; 2001, c. 14, s. 161.

86. If the election of directors does not occur at the time fixed by this Act, the by-laws or a unanimous agreement, the directors then in office continue in office until their successors are elected.

87. (1) A director ceases to hold office when he or she dies, resigns, is removed from office or is no longer qualified to be a director.

(2) A resignation of a director becomes effective on the later of

(a) the day a written letter of resignation is sent to the cooperative, and

(b) the day specified in the letter of resignation.

88. (1) A director may be removed from office by ordinary resolution at a special meeting of the persons who are entitled to vote in the election or appointment of that director.

(2) The vacancy created by the removal of a director may be filled at the meeting at which the director was removed.

89. (1) A director who resigns is entitled to submit to the cooperative a written statement giving the reasons for the resignation.

(2) A director who learns of

(a) a meeting of the cooperative called for the purpose of removing the director, or

(b) a meeting of the cooperative, or of the directors, at which another person is to be appointed or elected to succeed or replace the director,

is entitled to attend and address the meeting, or to submit a written statement to the cooperative, giving the reasons why the director opposes any proposed action or resolution at the meeting.

(3) When the cooperative receives a statement under subsection (1) or (2), it must ensure that a copy of it is sent without delay to the Director and to every person who is entitled to receive notice of the meeting.

(4) No cooperative or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (3).

90. A director is entitled to receive notice of, to attend and to be heard at every meeting of the cooperative.

91. (1) A cooperative must, within fifteen days after

(a) a change is made among its directors, or

(b) it receives a notice of change of address of a director referred to in subsection (2),

send to the Director a notice, in the form that the Director fixes, setting out the change.

(2) A director must, within fifteen days after changing his or her address, send the cooperative a notice of that change.

(3) Any interested person, or the Director, may apply to a court for an order to require a cooperative to comply with subsection (1), and the court may so order and make any further order it thinks fit.

1998, c. 1, s. 91; 2001, c. 14, s. 162.

92. (1) The directors may meet at any place unless the articles or by-laws provide otherwise.

(2) Unless the by-laws provide otherwise, notice of the time and place of a meeting of directors must be given to every director by sending the notice not less than ten days before the date of the meeting to the latest address of the director as shown on the records of the cooperative.

93. Notice of a meeting of directors must specify the time and place of the meeting but need not specify the matter to be dealt with at the meeting, unless the matter is one listed in subsection 109(3).

94. A director may, in any manner, waive notice of a meeting of directors and attendance at a meeting constitutes waiver of notice unless the director is attending for the purpose of objecting to the meeting on the ground that it was not lawfully called.

95. There is no need to give notice for the continuation of a meeting of directors that is adjourned or for a meeting of directors that immediately follows an annual meeting.

96. Unless the articles, the by-laws or a unanimous agreement provides for a greater proportion, a majority of the number or minimum number of directors, subject to section 97, constitutes a quorum at any meeting of directors or of a committee of directors, and, despite any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

97. (1) To constitute a quorum,

(a) at least twenty-five per cent of the directors at the meeting must be resident in Canada or, if the cooperative has only three directors, at least one of the directors at the meeting must be resident in Canada; and

(b) a majority of the directors at the meeting must be members of the cooperative, or representatives of members that are entities or members of members that are cooperative entities.

(2) Despite subsection (1), a meeting of directors may be held without the number of directors resident in Canada required under that subsection if

(a) a director who is resident in Canada and who is not present approves, in writing or by telephonic, electronic or other communication facilities, the business transacted at the meeting; and

(b) the required number would have been present had that director been present at the meeting.

1998, c. 1, s. 97; 2001, c. 14, s. 163.

98. (1) Subject to the by-laws, a director may, in accordance with the regulations, if any, participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

(2) A director participating in a meeting by a means referred to in subsection (1) is deemed to be present at the meeting.

1998, c. 1, s. 98; 2001, c. 14, s. 164.

99. No act of a director or officer is invalid by reason only of an irregularity in the person’s election or appointment or because the director or officer is not qualified to be one.

100. (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or of a committee of directors, is as valid as if it had been passed at a meeting of directors or of a committee of directors.

(2) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meetings of the directors or committee of directors.

(3) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

1998, c. 1, s. 100; 2001, c. 14, s. 165.

101. (1) Directors who vote for or consent to a resolution authorizing the issue of a membership share or an investment share in exchange for a thing or service other than money are jointly and severally, or solidarily, liable to the cooperative to make good any amount by which the thing or service received is less than the fair equivalent of the money that the cooperative would have received if the membership share or investment share had been issued for money on the date of the resolution.

(2) A director is not liable under subsection (1) if the director proves that he or she did not know and could not reasonably have known that the membership share or investment share was issued for a thing or service less than the fair equivalent of the money that the cooperative would have received if the membership share or investment share had been issued for money on the date of the resolution.

(3) Directors who vote for or consent to resolutions authorizing any of the following matters are jointly and severally, or solidarily, liable to restore to the cooperative any amounts so distributed or paid and not otherwise recovered by the cooperative:

(a) a redemption or other acquisition of shares or the repayment of member loans contrary to this Act;

(b) a commission contrary to this Act;

(c) a payment of a dividend, a patronage return or interest contrary to this Act;

(d) [Repealed, 2001, c. 14, s. 166]

(e) a payment of an indemnity contrary to this Act; or

(f) any other payment contrary to this Act.

(4) A director who satisfies a judgment for a debt owed under this section is entitled to contribution from the other directors who were liable for the debt.

(5) A director who is liable under subsection (3) may apply to a court for an order to recover any money or property referred to in paragraphs (3)(a) to (f).

(6) A court may, on application under subsection (5), if it is satisfied that it is equitable to do so,

(a) order any person to pay or deliver to the director any money or property referred to in paragraphs (3)(a) to (f) that was paid or distributed to that person;

(b) order a cooperative to return or issue membership shares or investment shares to a person from whom the cooperative redeemed or otherwise acquired membership shares or investment shares;

(c) order any person to repay to the cooperative the amount of a member loan that was repaid; or

(d) make any further order that it sees fit.

(7) An action to enforce a liability imposed by this section may not be commenced more than two years after the date of the resolution authorizing the action complained of.

1998, c. 1, s. 101; 2001, c. 14, s. 166.

102. (1) Subject to this section and any other applicable law, each director is jointly and severally, or solidarily, liable to the employees of the cooperative for all debts payable to them for services performed while the director held office.

(2) [Repealed, 2001, c. 14, s. 167]

(3) The amount of the liability under this section may not exceed six months wages in the case of each employee.

(4) A director is not liable under this section unless

(a) the cooperative was sued for the debt within six months after it became due and execution was returned unsatisfied in whole or in part;

(b) the cooperative has commenced liquidation or dissolution proceedings or was dissolved and a claim for the debt was proved no later than six months after the earlier of the date of commencement of the proceedings and the date of the dissolution; or

(c) the cooperative made an assignment or was made subject to a bankruptcy order under the Bankruptcy and Insolvency Act and a claim for the debt was proved no later than six months after the date of the assignment or bankruptcy order.

(5) A director is not liable under this section unless he or she is sued while holding office or no later than two years after ceasing to be a director.

(6) If execution referred to in paragraph (4)(a) has issued, the amount recoverable from the director is the amount remaining unsatisfied after execution.

(7) If a director pays a debt owed under this section and the debt is proven in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to and, if judgment is obtained, is entitled to an assignment of the judgment.

(8) A director who pays a debt owed under this section is entitled to contribution from the other directors who were liable for the debt.

1998, c. 1, s. 102; 2001, c. 14, s. 167; 2004, c. 25, s. 188.

103. (1) A director or officer must, in accordance with this section, disclose to the cooperative the nature and extent of any interest that the director or officer has in a material contract or transaction, or a proposed material contract or transaction, with the cooperative, and any material change to any such interest, if the director or officer

(a) is a party to the contract or transaction;

(b) is a director or officer — or an individual acting in a similar capacity — of a party to the contract or transaction; or

(c) has a material interest in a party to the contract or transaction.

(2) This section does not require the disclosure of an interest in a contract or transaction that is available to and customarily entered into between the cooperative and its members, if the contract or transaction is on the same terms as are generally available to members.

(3) The director or officer must make the disclosure in writing to the cooperative or request to have it entered in the minutes of the meetings of directors.

(4) A director must make the disclosure

(a) at the meeting of directors at which the proposed contract or transaction is first considered;

(b) if the director was not interested in the proposed contract or transaction at the time of the meeting referred to in paragraph (a), at the first meeting after the director acquires an interest in it;

(c) if there is a material change in the director’s interest in the contract, transaction, proposed contract or proposed transaction, at the first meeting after the change;

(d) if the director becomes interested in a contract or transaction after it is made, at the first meeting after the director acquires an interest in it;

(e) if the director had an interest in the contract or transaction before becoming a director, at the first meeting after becoming a director; or

(f) if the contract or transaction is one that would, in the ordinary course of business, not require the approval of the directors, as soon as the director becomes aware of the contract or transaction.

(5) An officer who is not a director must make the disclosure

(a) immediately after becoming aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting of directors;

(b) if the officer acquires an interest in a contract or transaction after it is made, immediately after the officer acquires an interest in it;

(c) if there is a material change in the officer’s interest in the contract, transaction, proposed contract or proposed transaction, immediately after the change;

(d) if the officer had an interest in the contract or transaction before becoming an officer, immediately after becoming an officer; or

(e) if the contract or transaction is one that would, in the ordinary course of business, not require the approval of the directors, as soon as the officer becomes aware of the contract or transaction.

(6) The members and shareholders may examine the portions of minutes of meetings of directors, of other documents that contain disclosures under this section and of the general notice referred to in section 105 during the usual business hours of the cooperative.

(7) [Repealed, 2001, c. 14, s. 168]

1998, c. 1, s. 103; 2001, c. 14, s. 168.

104. (1) A director who is interested in a contract or transaction referred to in subsection 103(1) may not vote on any resolution to approve the contract or transaction.

(2) Subsection (1) does not apply to

(a) a contract or transaction that relates primarily to the director’s remuneration as a director, officer, employee or agent or mandatary of the cooperative or of one of its subsidiaries; or

(b) a contract for indemnity or insurance under section 113.

1998, c. 1, s. 104; 2001, c. 14, s. 169.

105. For the purposes of section 103, a general notice to the directors declaring that the director or officer is a director or officer of an entity or acting in a similar capacity, or has a material interest in an entity, or that there has been a change in the nature of their interest in the entity, and that the director or officer is therefore to be regarded as interested in a contract or transaction made with that entity, as declared in the notice, is a sufficient declaration of interest in a contract or transaction so made.

106. A contract or transaction for which disclosure is required under section 103 is not invalid, and the director or officer is not accountable to the cooperative, its members or its shareholders for any profit realized from the contract or transaction, because of the director’s or officer’s interest in the contract or transaction or because the director was present or was counted to determine whether a quorum existed at the meeting of directors or committee of directors that considered the contract or transaction, if

(a) disclosure of the interest was made in accordance with sections 103 to 105;

(b) the directors approved the contract or transaction; and

(c) the contract or transaction was reasonable and fair to the cooperative when it was approved.

1998, c. 1, s. 106; 2001, c. 14, s. 170.

106.1 Even if the conditions of section 106 are not met, a director or officer, acting honestly and in good faith, is not accountable to the cooperative, its members or its shareholders for any profit realized from a contract or transaction for which disclosure is required under section 103 and the contract or transaction is not invalid by reason only of the interest of the director or officer in the contract or transaction if

(a) the contract or transaction is approved or confirmed by special resolution at a meeting of the members;

(b) disclosure of the interest was made to the members in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and

(c) the contract or transaction was reasonable and fair to the cooperative when it was approved or confirmed.

2001, c. 14, s. 170.

107. If a director or officer of a cooperative fails to disclose an interest in a material contract or transaction in accordance with section 103, or otherwise fails to comply with sections 103 to 106.1, a court may, on the application of the cooperative or a member or shareholder, set aside the contract or transaction on any terms that it thinks fit or order that the director or officer account to the cooperative, its members or its shareholders for any profit realized from the contract or transaction.

1998, c. 1, s. 107; 2001, c. 14, s. 170.

108. Subject to the articles, the by-laws and any unanimous agreement, the directors may

(a) designate the offices of the cooperative;

(b) specify the powers and duties of each office;

(c) appoint any individual of full capacity, including a director, to be an officer;

(d) appoint one individual to hold more than one office; and

(e) delegate to the officers the power to manage the business and affairs of the cooperative, except a power referred to in subsection 109(3).

109. (1) The directors may appoint from among themselves a managing director or any committee they consider necessary.

(2) The managing director must be resident in Canada.

(3) The directors may delegate to a managing director or a committee composed of at least three directors any powers of the directors, except the power to

(a) fill a vacancy among the directors or in the office of the auditor, or appoint additional directors;

(b) declare dividends on shares, interest on member loans or patronage returns;

(c) approve a financial statement of the cooperative;

(d) submit to the persons who are entitled to vote on them questions or matters required to be approved at a meeting of the cooperative;

(e) make decisions that by this Act, the articles or a unanimous agreement are required to be made by a vote of greater than a majority of the directors;

(f) redeem or otherwise acquire shares issued by the cooperative;

(g) pay a commission referred to in section 128, except as authorized by the directors;

(h) approve a management proxy circular referred to in Part 9;

(i) issue securities, except in the manner and on the terms authorized by the directors; or

(j) issue investment shares of a series under section 126 except as authorized by the directors.

(4) A committee referred to in subsection (1) may exercise the powers that have been delegated to it subject to any restrictions imposed by the directors.

(5) A director who is appointed to a committee may remain on the committee until the appointment is revoked or the person ceases to be a director.

(6) A committee appointed under this section must

(a) fix its quorum at not less than a majority of its members;

(b) keep minutes of its proceedings; and

(c) report, at each meeting of the directors, on the proceedings of the committee since the last meeting of the directors.

1998, c. 1, s. 109; 2001, c. 14, s. 171.

110. (1) A director who is present at a meeting of directors is deemed to have consented to any resolution made or action taken at the meeting unless

(a) the director requests that a dissent be entered in the minutes of the meeting or the dissent is so entered;

(b) the director sends a written dissent to the secretary of the meeting before it is adjourned; or

(c) the director sends a written dissent by confirmed delivery service or delivers it personally, to the registered office of the cooperative immediately after the meeting is adjourned.

(2) A director who votes for or expressly consents to a resolution or action taken at a meeting is not entitled to later dissent.

(3) A director who is not present at a meeting of directors is deemed to have consented to any resolution made or action taken at the meeting unless the director, within seven days after becoming aware of the resolution or action,

(a) causes a dissent to be entered in the minutes of the meeting; or

(b) sends a written dissent by confirmed delivery service or delivers it personally, to the registered office of the cooperative.

111. A director is not liable under this Part if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on

(a) financial statements of the cooperative represented to the director by an officer of the cooperative or in a written report of the auditor of the cooperative fairly to reflect the financial condition of the cooperative; or

(b) a report of a person whose profession lends credibility to a statement made by the professional person.

1998, c. 1, s. 111; 2001, c. 14, s. 172.

112. Unless the articles, the by-laws or a unanimous agreement provides otherwise, the directors may fix the remuneration of the directors, officers and employees of the cooperative.

113. (1) A cooperative may indemnify an individual who is or was a director or officer of the cooperative, or who acts or acted at the cooperative’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a claim, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved by reason of their association with the cooperative or entity.

(2) A cooperative may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual must repay the moneys if the individual did not fulfil the conditions of subsection (3), unless the members and shareholders decide, by separate resolutions, that the individual need not repay the moneys.

(3) A cooperative may not indemnify an individual under subsection (1) unless the individual

(a) acted honestly and in good faith with a view to the best interests of the cooperative, or, as the case may be, to the best interests of the entity for which the individual acted as director or officer or in a similar capacity at the cooperative’s request; and

(b) in the case of a criminal or administrative proceeding, had reasonable grounds for believing that the individual’s conduct was lawful.

(4) A cooperative may not indemnify an individual under subsection (1) or advance costs under subsection (2) in respect of an action by or on behalf of the cooperative or entity unless a court so orders.

(5) An individual referred to in subsection (1) is entitled to indemnity from the cooperative for the costs, charges and expenses referred to in that subsection if the individual

(a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

(b) fulfils the conditions in subsection (3).

(6) A cooperative may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual by reason of being or having been a director or officer of the cooperative, having been a director or officer of another entity or having acted in a similar capacity, if the individual acts or acted in that capacity at the cooperative’s request.

1998, c. 1, s. 113; 2001, c. 14, s. 173.

114. (1) A court may, on application of a cooperative or an individual referred to in subsection 113(3), approve an indemnity under section 113 and make any further order that it sees fit.

(2) On an application under subsection (1), the court may order notice to be given to any interested person and the person is entitled to appear and be heard in person or by counsel.

115. (1) A provision in the articles of the cooperative or in a unanimous agreement that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the business and affairs of the cooperative or vests, in whole or in part, but only in members and subject to subsection 76(1), those powers, is valid.

(2) For the purpose of subsection (1), a unanimous agreement to which another person is also a party is deemed to be a unanimous agreement.

(3) A purchaser or transferee of an investment share that is subject to a unanimous agreement is deemed to be party to the unanimous agreement.

(4) If notice is not given to the purchaser or transferee of the existence of a unanimous agreement, in the manner referred to in subsection 183(2) or otherwise, the purchaser or transferee may, no later than thirty days after they become aware of its existence, rescind the transaction by which they acquired the investment shares.

(5) To the extent that a provision in the articles of the cooperative, or in a unanimous agreement, restricts the powers of the directors to manage, or supervise the management of, the business and affairs of the cooperative, members who are given that power to manage or supervise the management of the business and affairs of the cooperative have all the rights, powers, duties and liabilities of directors, whether they arise under this Act or otherwise, including any defences available to the directors, and the directors are relieved of their rights, powers, duties and liabilities, including their liabilities under section 102, to the same extent.

(6) Nothing in this section prevents members from fettering their discretion when exercising the powers of directors under a unanimous agreement.

(7) and (8) [Repealed, 2001, c. 14, s. 174]

1998, c. 1, s. 115; 2001, c. 14, s. 174.