Replacement of directors
121. (1) A service manager shall not remove a director from the board of directors of a housing provider under paragraph 7 of subsection 116 (1) or appoint a director to the board of directors of a housing provider under paragraph 8 of subsection 116 (1) without the prior written consent of the Minister. 2000, c. 27, s. 121 (1). Rules for appointing directors (2) The following rules apply to the exercise by a service manager of the remedy of appointing one or more directors to the board of directors of a housing provider under paragraph 8 of subsection 116 (1): 1. The service manager may appoint any number of directors, so long as the total number of directors of the housing provider after the appointment does not exceed the maximum number of directors permitted by the housing provider’s articles, letters patent or supplementary letters patent within the meaning of the Business Corporations Act, the Corporations Act or the Co-operative Corporations Act. 2. The service manager shall not appoint a director for a term exceeding three years. 3. The service manager may appoint an individual as a director and the individual may serve as a director, whether or not the individual is at the time of the appointment, and whether or not the individual becomes after the appointment, a shareholder or member of the housing provider, or a director, officer, shareholder or member of a corporate member of the housing provider. If the individual or a corporation of which he or she is an officer, director, shareholder or member ceases to be a shareholder or member of the housing provider, the individual does not cease to be a director. 4. The service manager may appoint an individual as a director and the individual may serve as a director, whether or not the individual meets, at the time of the appointment or after the appointment, the requirements for being a director contained in the housing provider’s articles, letters patent or supplementary letters patent. If the individual ceases to meet the requirements for being a director, the individual does not cease to be a director. 2000, c. 27, s. 121 (2). No removal of director (3) If a service manager appoints a director to the board of directors of a housing provider under paragraph 8 of subsection 116 (1), the shareholders or members of the housing provider have no authority to remove that director before the expiration of his or her term of office. 2000, c. 27, s. 121 (3). No increase or decrease of directors (4) Neither the housing provider, nor its directors, nor its shareholders or members have the authority to increase or decrease the number, or the minimum or maximum number, of directors of the housing provider during the term of office of any director appointed by the service manager under paragraph 8 of subsection 116 (1). 2000, c. 27, s. 121 (4). Indemnity (5) A service manager who appoints a director to the board of directors of a housing provider under paragraph 8 of subsection 116 (1) may indemnify the director and his or her heirs and legal representatives against any liability sustained by him or her, and any costs, charges and expenses reasonably incurred by him or her, in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director of the housing provider, including an amount paid to settle the action or proceeding or to satisfy the judgment, (a) if he or she acted honestly and in good faith with a view to the best interests of the housing provider; and (b) if, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. 2000, c. 27, s. 121 (5). Conflict (6) This section, paragraphs 7 and 8 of subsection 116 (1), and any other provisions of this Act relating to the exercise by a service manager of the remedy of removing a director from, or appointing a director to, the board of directors of a housing provider apply despite any provisions to the contrary in the Business Corporations Act, the Corporations Act, the Co-operative Corporations Act, the regulations made under those Acts, the articles, letters patent, supplementary letters patent or by-laws of the housing provider, the resolutions of the directors or shareholders of the housing provider, or an agreement among the shareholders or members of the housing provider. 2000, c. 27, s. 121 (6). PART VII   PAYMENT OF PROVINCIAL AND LOCAL HOUSING COSTS Provincial Housing Costs