Disclosure of interest in contracts
69. (1) Every director, officer, credit committee member or supervisory committee member of a credit union who has, directly or indirectly, any interest in any contract or transaction to which the credit union is or is to be a party, including services rendered in a professional or business capacity, other than a contract limited solely to his or her remuneration for holding office, or who is, directly or indirectly, the beneficiary of any consideration or benefit as a result of any such contract or transaction to which the credit union is or is to be a party, shall declare his or her interest in such contract or transaction and the amount of any consideration or benefit of which he or she is the direct or indirect beneficiary at a meeting of the board of directors, credit committee or supervisory committee, as the case may be, and shall at that time disclose the nature and extent of such interest, to the extent to which such information is within his or her knowledge or control, and shall not vote and shall not in respect of such contract or transactions be counted in the quorum. R.S.O. 1980, c.102, s.69(1). Where prohibited from acting (2) No director of a credit union or any partnership or corporation from which he or she receives compensation shall act in a professional capacity, for compensation, in respect of business matters related to that credit union. 1983, c.46, s.4. Time for disclosure (3) The disclosure required by subsection (1) shall be made at the earliest possible meeting after the director, credit committee member or supervisory committee member becomes aware of the potential conflict of interest. Effect of declaration (4) If a director, officer, credit committee member or supervisory committee member has made a declaration and disclosure of interest in a contract or a transaction in compliance with this section and has not voted in respect of the contract or transaction at the meeting at which it was considered and was acting honestly and in good faith at the time the contract or transaction was entered into, he or she is not by reason only of holding office accountable to the credit union or to its members for any profit or gain realized from the contract or transaction, and the contract or transaction, if it was in the best interest of the credit union, is not voidable by reason only of his or her interest therein. Confirmation by members (5) Despite anything in this section, a director, officer, credit committee member or supervisory committee member, if he or she was acting honestly and in good faith, is not accountable to the credit union or to its members for any profit or gain realized from such contract or transaction by reason only of holding office, and the contract or transaction, if it was in the best interest of the credit union at the time it was entered into is not by reason only of his or her interest therein voidable, (a) if the contract or transaction is confirmed or approved by at least two-thirds of the votes cast at a general meeting of the members duly called for that purpose; and (b) if the nature and extent of the interest in the contract or transaction are declared and disclosed in reasonable detail in the notice calling the meeting. R.S.O. 1980, c.102, s.69(2-4). Meetings