Co-operatives Act, 2005 (Act No. 14 of 2005)Chapter 5 : Governance of Co-operatives34. Meetings and resolutions of board of directors |
| (1) | A meeting of the board of directors of a co-operative must be held at a date, time and place determined by— |
| (a) | the board of directors or the chairperson of the board; or |
| (b) | by any two of its directors. |
| (2) | Unless the constitution of the co-operative provides otherwise— |
| (a) | a majority of all directors constitutes a quorum for any meeting of a board of directors; |
| (b) | the decision of the majority of the directors present at a meeting of a board constitutes a resolution of the board; and |
| (c) | in the event of an equality of votes, the chairperson or the person acting as chairperson, as the case may be, has a casting vote in addition to a deliberative vote. |
| (3) | For the purposes of determining whether there is a quorum in terms of subsection 2(a) directors participating by telephonic, electronic or other communication facility are deemed to be present, unless the constitution of the co-operative provides otherwise. |
| (4) | A resolution passed by a board of directors or act performed under the authority of a board of directors is not invalid by reason only of the fact that when the resolution was passed or the act was authorised there was a vacancy on the board or a person not entitled to sit as a director sat as a director, if the resolution was passed or the act was authorised by the requisite majority of the directors entitled to sit as directors who were present at the time. |
| (5) | Unless the constitution provides otherwise, a resolution in writing signed by all directors entitled to vote on that resolution at a meeting of the board is valid as if it had been passed at such a meeting. |