Victorian Consolidated Legislation

Co-operative Housing Societies Act 1958 - SECT 48

Board of directors

48. Board of directors



(1) The business and operations of a society shall be managed and controlled
by a board of directors, and for that purpose the board, except as provided in
this section, shall have and may exercise the powers of the society as if they
had been expressly conferred on the board by a general meeting of the society.

(2) The powers of the board shall be subject to any restrictions imposed
thereon by this Act or the regulations or by the rules of the society.

(3) Every director acting in the business or operations of the society
pursuant to the rules or to a resolution duly passed by the board shall be
deemed to be the agent of the society for all purposes within the objects of
the society.

(4) The acts of a director shall be valid notwithstanding any defect that may
afterwards be discovered in his appointment or qualification.

(5) A director shall not be held liable to the society for any loss that the
society may sustain, unless the loss was due to his misconduct or negligence
or to his failure to comply with any of the provisions of this Act or of the
regulations or of the rules of the society.

(6) The directors shall be elected at a general meeting of the society in
accordance with the rules of the society:

Provided that the first directors shall be elected at the meeting for the
formation of the society.

(7) The number of directors shall not be less than five and no person shall be
qualified to be a director unless he is a member of the society:

Provided that where the Registrar, on application made by the society, is
satisfied that the election of five directors is onerous having regard to the
total number of members of the society and the volume of its business the
Registrar may authorize the society in writing to carry on business with three
directors and the society may act accordingly.

(8) Meetings of the board shall be held as often as may be necessary for
properly conducting the business and operations of the society, but shall be
held at least quarterly, and a quorum of a meeting of the board shall be as
prescribed by the rules of the society but shall not in any case be less than
half the number of directors.

(9) The chairman of the board shall be elected by the board in accordance with
the rules of the society, and shall hold office and retire, and may be removed
from office, as prescribed by the rules of the society.

(10) The directors shall hold office and retire, and may be removed from
office, as prescribed by the rules of the society.

(11) The office of a director shall be vacated in such circumstances, if any,
as may be prescribed by the rules of the society, and in any of the following
cases, that is to say-

   (a)  if he becomes bankrupt or insolvent or assigns his estate for the
        benefit of or compounds with his creditors;

   (b)  if he becomes of unsound mind or becomes a patient within the meaning
        of the Mental Health Act 1986;





   (c)  if he is convicted of any offence under this Act, or if he is
        convicted of any indictable offence or of any offence punishable on
        summary conviction for which he is sentenced to imprisonment otherwise
        than in default of payment of a fine;

   (d)  if he absents himself from three consecutive ordinary meetings of the
        board without its leave;

   (e)  if within two months after any money becomes due by him to the society
        in respect of shares in the society in relation to which he has
        obtained an advance he does not pay the same;

   (ea) if he fails to pay any moneys due by him to the society (not being in
        respect of shares in relation to which he has obtained an advance from
        the society) within one month after notice in writing requiring the
        payment of such moneys has been given to him by the society;

   (f)  if he ceases to be a member of the society;

   (g)  if by notice in writing to the board he resigns his office;

   (h)  if he is removed from office by resolution of a general meeting of the
        society; or

        (i)    if he has, except as provided in this section, a direct or
               indirect pecuniary interest in any agreement with the society
               otherwise than as a member of, and in common with the other
               members of, another company or corporate body consisting of
               more than twenty persons.

(12) The provisions of paragraph (i) of the last preceding subsection shall
not be deemed to extend to any advance to the director made by the society in
accordance with a special resolution.

(13) A director shall not vote upon any question in which he has any direct or
indirect pecuniary interest otherwise than as a member and in common with the
other members of the society, and if he votes, his vote shall not be counted.

(14) Any vacancy occurring on the board shall be filled as prescribed by the
rules of the society.