Choosing Directors

Membership corporations must have at least one director. Charitable corporations must have at least three directors and at least two of the directors must not be officers or employees of the corporation. Corporations can determine the number of directors they want to have in their Articles but cannot have fewer than the minimum required.

Any mentally competent person who is at least 18 years of age, who is not bankrupt and who has not been convicted of certain offences can be a director. A director cannot have a criminal record for an offence related to the promotion, formation or management of a corporation or business, or a criminal record involving fraud. A corporation can include further qualifications in its bylaws.

At least one director must live in Saskatchewan or the corporation must appoint a power of attorney using the Power of Attorney form. A director does not have to be a member of the corporation unless required by the corporation's bylaws.

The first directors, selected when the corporation was created, hold office until the first annual meeting of the members. The directors must call this meeting no later than 18 months after the corporation was created. At this meeting members vote to elect directors. After that the members meet each year to elect the directors. If no directors are elected those already in-office continue to be the directors.

To be elected a director must have the majority of the votes of the members who voted. Directors do not need to be at the meeting to be elected – they can consent in writing to being a director before the election or within 30 days after the election.

Terms for directors can be up to three years. If no term is specified for a director their term ends at the next meeting where an election is required. Directors do not need to all be elected for the same term.

If the minimum number of directors is not elected at the annual meeting, because a candidate did not consent to being a director, dies or is unqualified, the directors that are elected can still act as the board.

Directors can also be appointed by the existing directors, instead of being elected, if the Articles of the corporation allow for this. In this case they can only hold office until the next annual general meeting. No more than 1/3 of the directors can be chosen this way.

Directors can resign before their term is complete. Resignation of a director is reported using the Resignation of Directors form. A vacancy can also be created because a director dies, the director is removed because they did not consent to being a director or a director was appointed as representative of an organization and they no longer represent that organization.

If there is a vacancy on the board of directors between elections the board can fill the vacancy unless the Articles of the corporation provide otherwise. If the vacancy exists because too few directors were elected or because the minimum number of directors has increased the vacancy can only be filled by the members.