From EcoReality

Part 17 -- Election, Appointment, and Removal of Directors

(Rule 88) An election of directors must be held at each annual general meeting to replace those directors whose terms of office have expired or will expire at the end of the meeting. Notwithstanding the provisions of #Part 16 -- Directors, the initial directors shall be those founding members whose signatures appear on the coop memorandum.

(Rule 89) At each annual general meeting, the members shall determine by ordinary resolution the directors who will serve for the following year.

(Rule 90) All members shall be considered to have been nominated for election. In addition, additional non-member nominations may be taken from the floor or from a committee previously formed for the purpose.

(Rule 91) Nominated members are declared elected and no election is required.

(Rule 92) In the case that nominated non-members exceeds the number that may serve in accordance with #Number of directors (Rule 85)(2.1), election of non-member directors shall be by secret ballot.

(Rule 93) If 2 or more candidates receive an equal number of votes for the last vacancy on the board and it is not practical to hold a run-off election at the meeting,

1. 1. the directors who have already been elected in the election, and
   2. the directors whose terms of office will not expire at the end of the meeting at which the election is held must determine which of those candidates is to be elected.

(Rule 94) For the election or appointment of a director to be valid, consent of the candidate must be provided in accordance with The Cooperative Association Act.

(Rule 95) Despite any vacancy on the board, the continuing directors

1. 1. if and so long as the number of continuing directors constitutes a quorum of the board, may continue to function without filling the vacancy and may appoint a qualified member to fill the vacancy, or
   2. if the number of continuing directors does not constitute a quorum of the board, the board may appoint directors for the purpose of increasing the number of directors to a quorum to call a general meeting and for no other purposes.

(Rule 96) A person whose term as director is ending is eligible for re-election or reappointment, provided they continue to have the required qualifications.

(Rule 97) The office of director must be vacated if the director:

1. 1. holds any other office of profit under the Association, except that of secretary or treasurer
   2. is concerned or participates in the profits of a contract with the Association
   3. is absent from 3 consecutive regular meetings of the directors without the consent of the directors; provided that
      1. no director must vacate his or her office by reason of his or her being a member of a company which has entered into contracts with or done any work for this Association; but the director must disclose the fact of membership to the other directors, and must not vote in respect of that contract or work, and if he or she does vote his or her vote must not be counted; and
      2. a director has the right, at all times, to sell or consign for sale to the Association, product grown or produced, services provided and copyrights owned by the director or in which he has an interest.

(Rule 98) The Association may by special resolution remove any director before the expiration of his or her term of office, and may by an ordinary resolution fill the vacancy created by the removal.