48Board 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:

S. 48(7) Proviso inserted by No. 8298 s. 4(1).

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.

S. 48(8) amended by No. 8298 s. 4(2).

(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—