Co-operatives Act, 2005 (Act No. 14 of 2005)

Chapter 5 : Governance of Co-operatives

34. Meetings and resolutions of board of directors

Purchase cart Previous page Return to chapter overview Next page

 

(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.