From EcoReality

Contents 1 Part 19 -- Committees of Directors 1.1 Appointment of committees 1.2 Variation of terms of reference 1.3 Time and place of committee meetings 1.4 Quorum 1.5 Vacancy 1.6 Chair 1.7 Voting at committee meetings 1.8 Minutes of committee proceedings

Part 19 -- Committees of Directors

Appointment of committees

(Rule 114)

1. The board may, by resolution, appoint one or more committees consisting of the director or directors and such other individuals that the board consider appropriate to exercise the powers delegated by the board to them as authorized by The Cooperative Association Act.
2. Any committee so formed, in the exercise of the powers delegated to it, must obtain approval from the board prior to initiating any act or thing, and must
   1. conform to any terms of reference that may from time to time be imposed on it by the directors, and
   2. report every act or thing done in the exercise of those powers to the earliest meeting of the directors held next after the act or thing that has been done.

Variation of terms of reference

(Rule 115) The board may vary, add to or limit the terms of reference of any committee of directors.

Time and place of committee meetings

(Rule 116) The members of a committee of directors may meet and adjourn as they consider appropriate.

Quorum

(Rule 117) Unless the board determines otherwise, each committee of directors has the power to fix its quorum at not less than a majority of the committee members.

Vacancy

(Rule 118) If there is a vacancy on a committee of directors, the remaining committee members may exercise all the powers of the committee as long as a quorum of the committee remains in office.

Chair

(Rule 119) A committee of directors may elect a chair of its meetings but, if no chair is elected, or if at any meeting the chair is not present within 15 minutes after the time appointed for holding the meeting, the directors present who are members of the committee may, by resolution, choose one of their number to chair the meeting.

Voting at committee meetings

(Rule 120) Questions arising at any meeting of a committee of directors are determined by the Association's decision making process, as amended from time to time, subject to The Cooperative Association Act.

Minutes of committee proceedings

(Rule 121) The minutes of the proceedings of a committee of directors must be kept in accordance with The Cooperative Association Act, except that, in addition to the forms allowed by The Cooperative Association Act, minutes may be kept in electronic form.