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Board Eligibility and Conduct

Board Eligibility

  • All directors must be Members of the co-operative and must include the Manager. None of the directors, other than managing director may be employees of the co-operative. The number of directors may be changed to any odd number but not being fewer than six (6) not more than fifteen (15) by resolution of the annual general meeting. This board shall consist of 9 Members.
  • A majority of all the directors (50% + 1) shall constitute a quorum for any meeting of the board
  • All elected, appointed or co-opted officers and Members of the Board shall sign an acceptance of office and affirm that they will implement the provisions of this constitution as well as abide by a code of conduct as determined by the board, carry out their duties faithfully and treat all information submitted by Members in connection with the Co-operative transactions as confidential
  • Each Director will have a specific functional area for which he has to accept responsibility and an alternate Member to accept that responsibility in his or her absence
  • Directors shall hold office until the election and qualification of their successors. The regular term of office shall be three (3) years with one third (1/3) of the positions being open for election each year. At the first annual general meeting, three (3) directors shall be elected to serve for three (3) years, three (3) directors shall be elected to serve for two (2) years and three (3) directors shall be elected for one (1) year. Thereafter elections shall be for three (3) years.

Board Meetings

Board meetings shall be held each month

Special meetings may be called by the chairperson or in his/her absence by the vice chairperson at any time, or upon written request of any three directors

Board Vacancy

Any vacancy on the board, credit committee, and audit committee shall be filled by vote of a majority of the directors then holding office. Directors or audit committee Members so appointed shall hold office only until the next annual general meeting, at which time the unexpired term shall be filled by vote through the election process.

If a director or a credit committee Member

  • fails to attend regular meetings of the board or credit committee for more than four (4) consecutive meetings without written notice, or
  • otherwise fails to perform any of the duties upon him as a director or a credit committee Member or
  • does not comply with the loan policy or
  • does not abide by the rules of the co-operative
  • Have his/her office be declared vacant by the board and the vacancy filled as herein provided.

If relieved of office: A director may, after due notice, be relieved of his/her office by resolution of a general meeting before the expiry of his/her term of office and another qualified person may be elected in his/her place at that meeting. Nominations for the election of such a director shall be made at the meeting. If that meeting does not fill the vacancy it shall be regarded as a casual vacancy. A director so appointed or elected shall not hold office for a period longer than the unexpired portion of the period of office of the vacating director.

A director of a co-operative who is in arrears for more than three months with any amount or type of debt payable to the co-operative, is disqualified from continuing as a director and must vacate his or her office immediately.Should this, however, cause serious disruptions to the well-being of the co-operative, the Regulator/Regulatory Body must be informed immediately in writing together with proposals for the orderly vacation of his/her office.

Board Minutes

Minutes of all meetings of the board, credit committee, audit committee and all other committees that might have been established shall be maintained in terms of the Act and verified by the recorders and presiding officers of the meetings. Such minutes shall contain the names of Members present, the date, time and place of meeting; and a record of all decisions made. Such minutes shall become a part of the permanent record of the co-operative.

Board Members term of Office

As per constitution: Directors shall hold office until the election and qualification of their successors. The regular term of office shall be three (3) years with one third (1/3) of the positions being open for election each year. At the first annual general meeting, three (3) directors shall be elected to serve for three (3) years, three (3) directors shall be elected to serve for two (2) years and three (3) directors shall be elected for one (1) year. Thereafter elections shall be for three (3) years.