Co-op Corporations Act - Dec 2009 Changes
Bill 218 - the Ontario Tax Plan for More Jobs and Growth Act, 2009 , S.O. 2009 c. 34, received Royal Assent on December 15, 2009. This Bill includes sections that amend the Co-operative Corporations Act (CCA).
Below is a very short summary of the CCA amendments. A special On Co-op e-newsletter will be sent out Monday December 21 with more details.
- Allows co-ops, other than non-profit housing co-ops, to provide, by by-laws, that persons who are not members of the co-op can be directors, provided they do not exceed one-fifth of the total number of directors. Ancillary amendments state that these non-member directors do not count for the purposes of determining a quorum of the board or an executive committee of the board. This is a significant policy change, which will allow co-ops to put persons with needed expertise on their boards, and brings the CCA more in line with the Canada Co-operatives Act.
- Allows meetings of members to be held in Ontario at any location stipulated by the directors, unless the articles or by-laws stipulate a particular place. This reverses the previous default rule that required meetings to be held at the head office location unless a by-law specified otherwise.
- Allows co-ops, other than non-profit housing co-ops, to provide in their by-laws for voting by mail or by telephone or electronic means and to hold telephone or electronic meetings. This brings the CCA into line with the OBCA (Ontario Business Corporations Act).
- Allows the president of the co-op to choose a person who is not a co-op member to chair the members' meetings, instead of himself/herself, unless the by-laws provide otherwise. This allows for independent facilitation of contentious meetings. The amendment reverses and clarifies the previous default rule, which required that the chair be a specified officer or member, unless the by-laws stated otherwise.
- Allows directors to be elected by acclamation if the number of candidates is the same as or fewer than the number needed to be elected.
The text of the Bill can be found online at:
http://www.ontla.on.ca/web/bills/bills_detail.do?locale=en&BillID=2241&BillStagePrintId=4496&btnSubmit=go
