Directors Terms and Vacancies on the Board of Directors

The general rule in the NFP Act is that directors are elected by a majority of the votes cast at each annual meeting of members for a term that may not exceed 4 years.Footnote 14 Therefore, the by-laws may provide a defined term of office for directors, as long as it is 4 years or less. The by-laws may also permit directors to hold staggered terms of office (i.e., all directors elected at a meeting of members need not hold office for the same term).Footnote 15

If a director is not elected for a stated term, that director ceases to hold office at the end of the next annual meeting of members. Furthermore, if directors are not elected at a meeting of members, the incumbent directors continue in office until their successors are elected.Footnote 16 A director whose term has expired can be re-elected as a director, as long as the by-laws do not provide otherwise.

A director’s term ends when he or she:
•dies,
•resigns,
•is removed from office,
•is declared to be incapable by a court,
•becomes a bankrupt, or
•has their term of office expire.Footnote 17

From time to time, and for a variety of reasons, members may decide to remove a director they had previously elected. Removing a director generally requires the approval of a majority of members who cast their votes at a meeting of members called for the purpose of removing the director. At that meeting, the members may elect another director to fill the vacancy created by the removal.Footnote 18 However, where a director was elected by a class or group of members that had an exclusive right to elect him or her, the director may only be removed by an ordinary resolution of that class or group of members.Footnote 19

If a meeting is called to remove or replace a director, that director may submit to the corporation a written statement giving reasons for opposing his or her removal or replacement as a director. The corporation will need to give notice of this statement to the members and must also file a copy of the statement with Corporations Canada

http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05004.html