Co-Operative Societies Act 2008

78. Material contracts

1.      A director or officer of a society who—

a.      is a party to a material contract or proposed material contract with the society; or

b.     is a director or officer of, or has a material interest in, a person who is party to a material contract or proposed material contract with the society, shall disclose in writing to the society, or request to have entered in the minutes of meetings of directors, the nature and extent of his interest.

2.      The disclosure required by subsection (1) must be made in the case of a director—

a.      at the meeting at which a proposed contract is first considered;

b.     if the director was not then interested in the proposed contract at the first meeting after he becomes so interested;

c.      if the director becomes interested after a contract is made, at the first meeting after he becomes so interested; or

d.     if a person who is so interested in a contract becomes a director, at the first meeting after he becomes a director.

3.      A disclosure required by subsection (1) must be made in the case of an officer who is not a director—

a.      immediately after he becomes aware that the contract or proposed contract is to be considered or has been considered at a meeting of the Board;

b.     if the officer becomes interested after a contract is made, immediately after he becomes so interested; or

c.      where he has an interest in a contract before becoming an officer, immediately after he becomes an officer.

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4.      If a material contract or proposed material contract is one that in the ordinary course of the society’s business would not require approval by the directors or members, a director or officer shall disclose in writing to the society or request to have entered in the minutes of meeting of the Board the nature and extent of his interest after he becomes aware of the contract or proposed contract.

5.      A director referred to in subsection (1) may take part in discussions to consider, or vote on a resolution to approve a contract that he has an interest in, if the contract—

a.      is an arrangement by way of security for money lent by him to the society or obligations undertaken by him for the benefit of the society or a member of the society;

b.     is a contract that relates principally to his remuneration as a director, officer, employee or agent of the society or a member of the society;

c.      is a contract for indemnity or insurance pursuant to section 73; or

d.     is a contract with an affiliate.

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6.      Where a director is not entitled to vote at a meeting pursuant to subsection (5) and his presence is required to constitute a quorum at a meeting of directors, a decision of the directors is deemed not to be invalid only by reason of the absence of the director.

7.      For the purposes of this section, a general notice to the directors by a director or officer declaring that he is to be regarded as interested in any contract made with that person is a sufficient declaration of interest in relation to any contract made with that person.

8.      Where—

a.      a director or officer discloses his interest in accordance with this section; and

b.     the contract in which the director or officer has a material interest—

              i.         is approved by the directors or members; and

             ii.         is reasonable and fair to the society at the time it was approved, the material contract is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of the Board or committee that authorised the contract.

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9.      Where a director or officer of a society fails to disclose his interest in a material contract in accordance with this section a Court may, on the application of a society or a member of the society, set aside the contract on any terms that the Court considers appropriate.

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