Before planning for the election, you will need to know how many directors are to be elected and for what term(s). Ask these questions:
This information is in your co-op’s register of directors — see sample, which every co-op is required to keep under the Co-op Act (section 125). You might want to take a look at our register of directors key and register of directors template too.
The register of directors must be accurate and up to date. It must include:
A director can resign by notifying the co-op in writing. This can be sent to the co-op office, or served on any director (Rule 26.2 ‘Notice to the Co-op’). A simple “I resign” notice is effective as soon as it is received and cannot be withdrawn. The director cannot retract their resignation unless they specify a resignation date in the future. If they do, they can retract before that date.
Staggered two-year terms for directors is recommended in Model Rules 2.0 (Rule 18.8 ‘Term of office of Directors’), so that not all directors will change at the same time. Pay close attention to the length of term: one or more directors may have a one-year term if they are filling a vacancy created by a resignation when a director resigned in the first year of their two-year term. No more than a simple majority of directors is elected for a term of two years at any AGM. This will allow the co-op to keep its normal rotation of directors and to maintain continuity of the board’s work. See sample register of directors for more explanation.
Term limits are covered in Rule 18.9 ‘Further terms of office of Directors’. The Model Rules limit a director to two consecutive two-year terms. The director then is ineligible for re‑election for a full year. Check your co‑op’s Rules.
Sometimes the director positions are for different terms. In Model Rules 2.0 candidates receiving the higher number of votes have the longer term (Rule 18.5 ‘Terms decided by number of votes’). If your Rules do not set out how terms will be decided, the board can assign terms. If your Rules are silent, be sure to amend your Rules to reflect how terms will be decided.
Director terms end at the end of the AGM.
Be sure that election results and terms are accurately recorded in the appropriate minutes and your register of directors.