From the Organizational Bylaw:
Election Committee and Election Procedures
Organizational Bylaw, Article 8. Board, Committee, and Delegate Elections
8.1 (a) Election committee
Members elect a member for a two (2) year term as chair of the Election committee. The election committee chair may run for a second term. A member who has been election committee chair for two consecutive terms is not eligible to be the chair until the next annual election after the second term ended.
An election committee made up of co-operative members will work with the committee chair on elections. If there is only one member on the committee, this person would be called the election officer.
If there is no election committee or election officer when an election is called, the Board of Directors will perform the duties of the election committee or appoint an Election Officer.
Election committee members and chair must sign the co-op confidentiality agreement.
(b) General duties of election committee
• giving information about the election to the members, including educating members on the duties and responsibilities of the board, committee members, and delegates
• finding candidates
• discussing eligibility and qualifications with candidates
• setting a deadline for nominations
• making sure the election follows the rules stated in the Co-op Act and the by-laws
• arranging for ballots to be distributed to members
• arranging for electronic voting if used for the election.
• acting as or arranging for returning elections officers to control the ballot boxes and ensure
confidentiality of marked ballots
Election Procedures
Organizational Bylaw, Article 8.1 (c) Nominations
Members can run for a position by submitting the approved nomination form that includes the nominee’s name, address, signature, date of signing and the position. The forms are attached to this bylaw as Schedules G & H (sample forms).
A nominee for director must also sign and, at the same time, must submit a signed Directors’ Ethical Conduct Agreement and a Confidentiality and Conflict of Interest Agreement or any documents required by the bylaws or the Co-operative Corporations Act. These will take effect if the nominee is elected.
Nomination forms may not be submitted by email.
(d) Nomination deadline
The election committee will establish a deadline for nominations. This must be no less than six (6) days before the start of the election voting period.
The committee can extend the nomination deadline. There must be at least four (days) before the start of the election voting period.
It can do this before or after the original deadline and regardless of the number of nominations received before the original deadline.
(e) Checking qualifications and eligibility
The election committee will review the qualifications and eligibility of each candidate and, if there is any question, will discuss it with the candidate. Management will alert the election committee to eligibility issues without providing confidential details.
(f) Number of candidates
The election committee should try to have more candidates than the number of members to be elected.
(g) Counting votes
The election committee supervises counting the votes and announces the results. The members’ meeting should choose two or more members unrelated to the candidates to count the votes. If there is no election committee, or if the members do not choose people to count the votes, the chair will decide how the votes will be counted.
(h) No conflict of interest and the election
If there is an election committee separate from the board, no member of the election committee or their household can run in the election for the board of directors.
If the board is acting as the election committee and a director or their household wishes to run in the election, the director has to declare a conflict of interest and cannot be involved in any board decisions or activities related to the board election.
The conflict-of-interest rules in the by-laws will apply. If a conflict of interest is not declared, the director and all members of the director’s household are not eligible to run for the board.
Someone who is running for election or re-election cannot chair any part of a members’ meeting where there are elections.
Who Can Be A Director
Organizational Bylaw, Article 7.2. Who Can be a Director
(a) Co-op Act
Directors have to be members of the co-op who are at least 18 years old and have the other
qualifications stated in the Co-op Act. These qualifications are that a director may not be bankrupt or incapable of managing property under the Substitute Decisions Act. They apply at the time directors are elected and while they are directors. If an existing director no longer has the required qualifications, the position on the board is automatically vacant.
(b) Good financial standing
Members who are in arrears may not be elected or appointed as directors. The rules for existing directors who go into arrears are stated in the Occupancy By-law, Article 11.5
(c) Members of same household
Two or more members who occupy the same unit may not be directors at the same time.
(d) Management or service company employee
A member cannot be a director as stated in section 18.7(a) (Management or Service Company
Employee – Can’t be director or officer) and the Occupancy By-law section on “Co-op Employees”.
(e) Former directors who resigned
A member who resigns as a director may not be on the board until the second annual election after resigning. Until then, the member cannot be elected to the board or appointed to fill a board vacancy.
The member cannot run at the first annual election after resigning.
(f) Ethical Conduct and Confidentiality and Conflict of Interest Agreements
Every director has to sign a Directors’ Ethical Conduct Agreement and a Confidentiality and Conflict of Interest Agreement. The Agreements have to be signed before the election meeting or within ten days afterwards. A signed copy of each Agreement must be given to the manager. If a director fails to do this, the position on the board is automatically vacant.
(g) Issues about qualification
A. Before the board elections
Any question about whether the member meets the requirements to be a director should
be resolved before board elections, if possible. If there is a disagreement, the member
can run for the board. If elected, the member will not become a director until the board decides on the question.
B. After the board elections
If a question about a director’s qualifications at the time of election comes up later, the
director will continue on the board until the board makes a decision about it.
C. Effect of board decision
If the decision under A. or B. is that the member did not meet the requirements, the
position on the board is automatically vacant. The decision is not subject to appeal.
(h) Board procedure for deciding about qualification
The member must be given written notice of the board meeting to discuss whether the member met the requirements to be a director. The notice has to be given at least ten days before the meeting and must state the date, time and place of the meeting and the reason why the member may not have met the requirements. The member can appear and speak at the meeting. The member can have a representative at the meeting. The board decides and votes without the member present.
Term of Office For Directors
Organizational Bylaw, Article 7.3. Term of Office
(a) Length of term
Directors serve for terms of two years. A term of two years means a term starting at the end of an annual members’ election meeting and ending at the end of the second annual members’ election meeting after that. This means that a term will not be exactly two years.
(b) First meeting of new board
The board must meet no more than seven (7) days after an annual general members’ election meeting or any meeting where more than two of the director positions are elected. The time for the meeting can be postponed only if all directors sign a consent to postpone it.
(c) Staggered terms
Directors’ terms will be staggered so that in one year about half the directors will be elected for two-year terms and in the next year the other directors will be elected for two-year terms. Four will be elected for two years in even numbered years, and three in odd numbered years. If there is a vacancy, the replacement will serve for the remainder of the former director’s term.
(d) Election for partial terms
Sometimes a single election is for directors with full terms and partial terms. An example would be where a director resigned and the board did not appoint someone. At those elections the candidates with the largest number of votes will be elected to the full terms. If there is a tie for the last full term position, the board will decide. The decision will be recorded in the board minutes.
Organizational Bylaw, Article 7.4. Director Term Limits
(a) One year gap
A member who has been a director for two consecutive terms is not eligible to be a director until the next annual election after the second term ended. Until then, the member cannot be elected to the board or appointed to fill a board vacancy. A partial term counts as a term if it is longer than one year.
(b) Start of these rules
The existing terms of directors will not be reduced when this By-law comes into force. This section will apply to all elections after that time.
Directors in Arrears, Occupancy Bylaw, Article 11.5
No director arrears
A director must not owe any money to the co-op other than future payments for a
member deposit. A director must have a signed payment agreement for these
payments.
Procedure for director arrears
If a director is in arrears, the manager will follow the steps in section 11.2 (Non-
Payment and Late Payment). The manager will also report to the board of directors on
the director’s arrears at the next board meeting if the arrears are not paid in full by
that time. If still in arrears, the director will automatically cease to be a member of the
board at the beginning of the meeting.
Arrears payment agreements
Directors can sign arrears payment agreements like other members, but they will
cease to be directors when they sign an arrears payment agreement. This does not
apply to member deposit payment agreement
Board Members – Membership Rights on Eviction, Occupancy Bylaw Article 16.2
When membership restored
The Co-operative Corporations Act and the Residential Tenancies Act state when
someone’s membership and occupancy rights are considered not to be terminated.
This could be because the member paid arrears by a certain time or for other reasons.
When this happens, the occupant’s membership is restored. The occupant can attend
meetings of the co-op as a member, vote or run for the board of directors.
If the occupant was a director when their membership ended, that person will not
automatically be a director when their membership is restored. They would have to be
re-elected to the board or appointed to fill a vacancy
Filling Vacancies On The Board Of Directors
Organizational Bylaw, Article 12.3. Vacancies on the Board of Directors
(a) When members do not elect enough directors
When the members do not elect the full number of directors at an election meeting, the board can
appoint a qualified person to fill the vacancy. The appointment takes effect immediately, but the
election of the director must be put on the agenda for the next members’ meeting.
The appointee must be confirmed as director by member vote at the meeting. If they are not
confirmed, an election meeting will be called to fill the position. The appointee will no longer act as
director but may run in the election.
(b) If no board quorum
If there is a vacancy and the board no longer has a quorum, the remaining directors must appoint or
serve as an election committee. Article 8 (Board Elections) will apply. The remaining directors must
call a members’ election meeting as soon as possible after the nomination deadline to elect directors
to serve the rest of the terms of the former directors.
(c) If meeting not called
If the remaining directors do not call the members’ meeting under the previous paragraph, (b – if no
board quorum) then any member can call the meeting. The meeting must permit electronic
attendance. At the meeting the members elect directors to serve the rest of the terms of the former
directors. Candidates must be nominated from the floor and seconded. Section 5.3 (d) (Voting –
Secret Ballot) applies.
(d) When the members remove a director
When the members remove one or more directors, they can elect any qualified person for the rest of
the term of the former director. They can do this only if the meeting permits electronic attendance.
Candidates must be nominated from the floor and seconded. Section 5.3(d) (Voting – Secret Ballot)
applies. If they do not elect a replacement, the board can appoint a qualified person to fill the vacancy.
If the board no longer has a quorum, paragraphs (b) and (c) of this section will apply.
(e) When vacancies occur for any other reason
When there is a vacancy on the board and the previous paragraphs of this section don’t apply, the
board can appoint a qualified person for the rest of the term of the former director. The appointment
of the director takes effect immediately, but the appointment must be put on the agenda for the next
members’ meeting.
The appointee must be confirmed as director by member vote at the meeting. If they are not
confirmed, an election meeting will be called to fill the position. The appointee will no longer act as
director but may run in the election.
See full Article 12. Early Ending of Directors’ Terms. This covers vacancies and removal of directors.
Election Meeting, Nominations, Voting, Counting
Organizational Bylaw, Article 8.2. Election Meeting
(a) Annual members election meeting
Members normally elect the directors, committee members, and delegates at the annual
general meeting, but elections can be scheduled for another meeting.
The election voting period will start within seven (7) days of the election meeting and will conclude at the meeting.
If there are vacancies, they are filled as stated in section 12.3 (Vacancies). For committees and
delegates, vacancies can be filled based on applicable bylaws. For committees and delegates,
vacancies will be filled based on applicable bylaws. Otherwise, the Board may appoint or the Election committee may hold an election.
(b) Nominations
The election committee will present a list of candidates that have been nominated. Nominations from the floor at the election meeting are not permitted.
(c) Voting
Voting will be by secret ballot. The rules in the Co-op Act must be followed.
These include:
• Members must cast a number of votes equal to the number of positions to be filled. Any ballot which has more or less votes will not be counted.
• Members cannot vote more than once for a candidate.
• Members cannot appoint someone else to vote for them.
Members have to provide identification to receive a ballot.
(d) Advance voting
Members can vote in advance at the co-op office or another polling station set up by the election committee. The committee will notify all members of the days and hours when they can vote.
They will be given a ballot to fill in secret. The filled-in ballots will be put in a sealed box that will not be opened until the election meeting.
If electronic voting is available, members can choose to vote online instead.
(e) Special circumstances
If members cannot vote at the office or polling station because of special circumstances, such as illness or absence during polling hours, they can contact the office or the election committee. The committee can arrange for two persons to meet a member at the office or their unit, give them a ballot and put the ballot into a sealed box.
(f) Quorum requirements
There must be a quorum at the election meeting until the final vote is cast.
There does not have to be a quorum while the votes are being counted and when the results of the vote are announced.
(g) Most votes
The candidates with the most votes are elected. The number of votes for each candidate or the order in which they finished should not be announced.
If there is a partial term position being filled, the chair of the board or relevant committee must notify the election committee within 48 hours of their first meeting who will be serving for the partial term.
The board or committee may decide by committee member preference or by chance, such as flipping a coin.
(h) Tie vote
If there is a tie for the last position for a full or partial term, the election committee will meet and decide by chance (such as flipping a coin). There will be no announcement that there was a tie.
(i) Acclamation
If the number of nominees is equal to the number to be elected or less, the chair will declare that the candidates are elected by acclamation.
(j) Lower number elected
If the number of directors elected is lower than the positions available, the vacancies can be filled by the board under section 12.3 (Vacancies). For committees and delegates, vacancies will be filled based on applicable bylaws. If this does not apply, the Board may appoint or the Election committee may hold an election.
8.3. Recount
(a) Immediate recount
A member can move to have a recount immediately if the results are announced at the meeting. If a quorum is still present and at least nine members support the motion, there will be an immediate recount of paper ballots. Verification of electronic ballots will take place as soon as possible. One of the members who supported the motion can be present during the counting.
(b) Special recount meeting
If there has not been an immediate recount, five percent of the members can requisition a special members’ meeting to recount the votes. See article 6.5 (Requisition to Call a General Members’ Meeting). This requisition must be received during the seven days following the election meeting.
There will be a recount at the meeting. One of the members who signed the requisition can be present during the counting. Until the recount, the first results announced will stand.
(c) Used ballots
The election committee or the chair will destroy the ballots, counting records and any electronic records right after a recount. If there is no recount at the election meeting, those items will be kept in a safe place during the seven days following the election meeting. They will be destroyed on the eighth day unless a recount meeting has been requisitioned under this section.
Officers And Election Of Officers By The Board
Organizational Bylaw, Article 13. Officers
13.1. Election of Officers
(a) Electing officers
The board elects the following officers annually, or more often as needed:
• president
• vice-president
• secretary
• treasurer
(b) Electing officers
Officers will be elected at the first meeting after the board’s election. The board can fill vacancies as necessary. The board can elect any other officers and give them any authority and duties.
(c) Qualifications for officers
All officers must be members of the co-op and all must be elected as directors. An office becomes vacant when the officer is no longer a member. If an officer ceases to be a director, the office automatically becomes vacant.
(d) Only one office
Directors and other members can only hold one office at a time.
13.3. Resignation of Officers
(a) Different from resignation as a director
This section deals with the resignation of an officer. Section 12.1 deals with the resignation of a director. An officer who is a director can resign as an officer without resigning as a director.
(b) How to resign
An officer can resign by giving written notice to the co-op. The notice must be delivered to the president or to the co-op office. The resignation will take effect at the time the resignation is received or at the time stated in the resignation, if that is later.
13.4. Removal of Officers
(a) Different from removal as a director
This section deals with removing an officer separate from removal as a director. Section 12.2 deals with removing a director. When a director is also an officer, removal as a director automatically includes removal as an officer.
(b) How to remove an officer
The board can remove any officer at any time and for any reason. At least three days’ written notice of a motion to remove an officer must be given to all directors and to the officer. The officer can appear and speak at the meeting. The board decides and votes without the officer present. If the officer is removed, the board can immediately fill the vacancy.
Elections And The Membership Committee
The Membership Bylaw covers the elections and vacancies for the Membership Committee.
Membership Bylaw, Article 10.2. Election
Co-operative members will elect the members of the Membership Committee at a General Members’ Meeting.
After the election, the committee members must sign a conflict of interest and confidentiality agreement.
10.2.1.Committee makeup
The Membership Committee shall consist of seven (7) members who are elected at a meeting of the co-operative for a two-year term as follows:
four (4) members of the Membership Committee shall be elected in even numbered years, and three (3) members of the Membership Committee shall be elected in odd numbered years.
Board members cannot be members of the Membership Committee.
Members of the Membership Committee may not serve more than four (4) consecutive years, ie. two (2) consecutive 2-year terms.
A member of the committee who has served for two consecutive terms is not eligible to be a committee member until the next annual election after the second term ended. A partial term counts as a term if it is longer than one year.
Elections For Other Committees
Some committees have bylaws which state that the committee or just the chair of the committee must be elected. The same process for elections happens as for the Board and Membership Committee.
Organizational Bylaw, Article 17.2. Committee Membership
(a) The board can appoint members to a committee. Committees can also appoint members unless the board states that they can’t. Members can elect committee chairs or committee members if a bylaw states that.
(b) The board can remove members from a committee whether the committee was created by the board or by a members’ meeting.
(c) Board members may not participate as a voting member of a committee during their tenure on the Board unless a bylaw states that they can. However, directors may function as a Board liaison to a committee or as a member of an ad hoc committee reporting to the Board of Directors.
(d) Committee vacancies can be filled by the committee and reported to the Board of Directors. Elected positions on committees may be filled by a qualified person for the rest of the term of the former committee member. The appointment takes effect immediately, but the election of the committee member must be put on the agenda for the next members’ meeting. The appointment will be considered confirmed unless the members elect someone else.