Canada Cooperatives Act — C-1.7 103
Disclosure of interest 103 (1) A director or officer must, in accordance with this section, disclose to the cooperative the nature and extent of any interest that the director or officer has in a material contract or transaction, or a proposed material contract or transaction, with the cooperative, and any material change to any such interest, if the director or officer (a) is a party to the contract or transaction; (b) is a director or officer — or an individual acting in a similar capacity — of a party to the contract or transaction; or (c) has a material interest in a party to the contract or transaction. Exemption (2) This section does not require the disclosure of an interest in a contract or transaction that is available to and customarily entered into between the cooperative and its members, if the contract or transaction is on the same terms as are generally available to members. Manner of disclosure (3) The director or officer must make the disclosure in writing to the cooperative or request to have it entered in the minutes of the meetings of directors. Time of disclosure for a director (4) A director must make the disclosure (a) at the meeting of directors at which the proposed contract or transaction is first considered; (b) if the director was not interested in the proposed contract or transaction at the time of the meeting referred to in paragraph (a), at the first meeting after the director acquires an interest in it; (c) if there is a material change in the director’s interest in the contract, transaction, proposed contract or proposed transaction, at the first meeting after the change; (d) if the director becomes interested in a contract or transaction after it is made, at the first meeting after the director acquires an interest in it; (e) if the director had an interest in the contract or transaction before becoming a director, at the first meeting after becoming a director; or (f) if the contract or transaction is one that would, in the ordinary course of business, not require the approval of the directors, as soon as the director becomes aware of the contract or transaction. Time of disclosure for an officer (5) An officer who is not a director must make the disclosure (a) immediately after becoming aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting of directors; (b) if the officer acquires an interest in a contract or transaction after it is made, immediately after the officer acquires an interest in it; (c) if there is a material change in the officer’s interest in the contract, transaction, proposed contract or proposed transaction, immediately after the change; (d) if the officer had an interest in the contract or transaction before becoming an officer, immediately after becoming an officer; or (e) if the contract or transaction is one that would, in the ordinary course of business, not require the approval of the directors, as soon as the officer becomes aware of the contract or transaction. Access (6) The members and shareholders may examine the portions of minutes of meetings of directors, of other documents that contain disclosures under this section and of the general notice referred to in section 105 during the usual business hours of the cooperative. (7) [Repealed, 2001, c. 14, s. 168] 1998, c. 1, s. 103; 2001, c. 14, s. 168