GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Cooperatives Act — C-1.7 283
Required action 283 A receiver, receiver-manager or sequestrator must (a) take the property of the cooperative into custody and control in accordance with the court order, instrument or act under which the receiver, receiver-manager or sequestrator is appointed; (b) open and maintain a bank account as receiver, receiver-manager or sequestrator of the cooperative for the money of the cooperative coming under their control; (c) keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator; (d) keep accounts of the administration as receiver, receiver-manager or sequestrator and cause them to be made available during usual business hours for inspection by the directors; (e) prepare, at least once in every six month period after the day of appointment, financial statements of the administration, as far as is feasible, in the form required by section 247; (f) on completion of their duties, render a final account of the administration in the form that the receiver, receiver-manager or sequestrator has adopted for preparation of interim accounts under paragraph (e); and (g) if section 252 would otherwise apply, file with the Director a copy of any financial statement mentioned in paragraph (e) and any final account mentioned in paragraph (f) not later than fifteen days after it is prepared or rendered. 1998, c. 1, s. 283; 2011, c. 21, s. 106(E)
Canada Cooperatives Act — C-1.7 284
Definition of common share 284 For the purposes of this Part, common share means a share in a body corporate, the rights of the holders of which are equal in all respects, including equal rights to (a) receive dividends declared by the body corporate on the shares; and (b) receive the remaining property of the body corporate on dissolution.
Canada Cooperatives Act — C-1.7 286
Continuance — other federal acts 286 (1) A cooperative, other than one to which Part 20 or 21 applies, with membership share capital may, on special resolution of the members and, if the cooperative has issued investment shares, on a separate special resolution of the shareholders of each class, apply for continuance under the Canada Business Corporations Act , the Bank Act , the Insurance Companies Act , the Trust and Loan Companies Act or the Cooperative Credit Associations Act . On the date specified in the document evidencing the continuance, that Act applies and this Act ceases to apply to the body corporate continued under that Act. Result of continuance (2) On a continuance under subsection (1), the membership shares of a cooperative are deemed to be common shares without a par value. Withdrawal of application (3) If a special resolution authorizing the application for continuance referred to in subsection (1) so states, the directors may, without further approval of the members or shareholders, withdraw the application before it is acted on. Certificate of discontinuance (4) On receipt of a notice satisfactory to the Director that the cooperative has been continued under this section, the Director must file the notice and issue a certificate of discontinuance in the form that the Director fixes. Date of discontinuance (5) This Act ceases to apply to the cooperative on the date shown in the certificate of discontinuance.
Canada Cooperatives Act — C-1.7 287
Export 287 (1) Subject to subsection (6) and Parts 20 and 21, a cooperative, on a special resolution of the members and, if the cooperative has issued investment shares, on a separate special resolution of the shareholders of each class, may, if it establishes to the satisfaction of the Director that its proposed continuance in another jurisdiction would not have an effect set out in any of paragraphs (a) to (d), apply to the appropriate official or public body of another jurisdiction requesting that the cooperative be continued as if it had been incorporated under the laws of that other jurisdiction, namely, that the continuance would not (a) adversely affect the members, creditors or shareholders; (b) result in the cooperative carrying on its business and affairs in a manner not consistent with carrying on business on a cooperative basis; (c) result in a cooperative to which Part 20 applies carrying on its business or affairs in a manner not consistent with Part 20; or (d) result in a cooperative to which Part 21 applies carrying on its business or affairs in a manner not consistent with Part 21. Notice of meeting (2) A notice of a meeting of the cooperative to authorize a continuance under this section must be sent to each member and shareholder and state that a dissenting member or shareholder is entitled to the benefit of section 302, but failure to make that statement does not invalidate a discontinuance under this Act. Abandonment of application (3) The directors may, if authorized by the special resolution at the time of approving an application for continuance under this section, abandon the application without further approval of the members or shareholders. Certificate of discontinuance (4) On receipt of a notice satisfactory to the Director that the cooperative has been continued under the laws of another jurisdiction, the Director must file the notice and issue a certificate of discontinuance in the form that the Director fixes. Date of discontinuance (5) This Act ceases to apply to the cooperative on the date shown in the certificate of discontinuance. Requirements for continuance (6) A cooperative may not be continued as a body corporate under the laws of another jurisdiction unless those laws provide that (a) its property continues to be the property of the body corporate; (b) the body corporate continues to be liable for the obligations of the cooperative; (c) an existing cause of action, claim or liability to prosecution is unaffected; (d) a civil, criminal, administrative, investigative or other action or proceeding pending by or against the cooperative may be continued to be prosecuted by or against the body corporate; and (e) a conviction against, or ruling, order or judgment in favour of or against, the cooperative may be enforced by or against the body corporate. 1998, c. 1, s. 287; 2018, c. 8, s. 73
Canada Cooperatives Act — C-1.7 288
Shareholders right to vote 288 Each investment share carries the right to vote on a continuance under section 286 or 287, whether or not it otherwise carries the right to vote.
Canada Cooperatives Act — C-1.7 290
Proposal to amend 290 (1) Subject to subsection (2), a person referred to in subsection 58(2) or (2.1) may make a proposal to amend the articles and section 58 applies, with any modifications that the circumstances require, to any meeting of the cooperative at which the proposal is to be considered. Notice of amendment (2) Notice of the meeting of a cooperative at which a proposal to amend the articles is to be considered must set out the proposed amendment and, if applicable, state that a dissenting member or a dissenting shareholder is entitled to the benefit of section 302, but failure to make that statement does not invalidate an amendment. Separate resolutions (3) A proposed amendment to the articles referred to in subsection (1) is adopted when approved by a special resolution of the members and, subject to section 134, if the cooperative has issued investment shares, by a separate special resolution of the shareholders or the class or series thereof. Right to vote (4) Each investment share that is affected by a proposed amendment to the articles carries the right to vote in accordance with section 134. 1998, c. 1, s. 290; 2001, c. 14, s. 206
Canada Cooperatives Act — C-1.7 291
Delivery of articles 291 (1) Subject to any revocation under subsection 130(5) or 289(2), after an amendment has been adopted, articles of amendment in the form that the Director fixes must be sent to the Director, together with any information that the Director may require. Reduction of stated capital (2) If an amendment effects or requires a reduction of stated capital, subsections 151(2) and (5) apply. 1998, c. 1, s. 291; 2018, c. 8, s. 74
Canada Cooperatives Act — C-1.7 292
Certificate of amendment 292 On receipt of articles of amendment, the Director must issue a certificate of amendment. 1998, c. 1, s. 292; 2018, c. 8, s. 75
Canada Cooperatives Act — C-1.7 293
Effect of certificate 293 (1) An amendment becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly. Existing claims not affected (2) No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the cooperative or its directors or officers, or any civil, criminal, administrative, investigative or other action or proceeding to which a cooperative or its directors or officers are a party.
Canada Cooperatives Act — C-1.7 294
Restated articles 294 (1) The directors may at any time, and must when reasonably so directed by the Director, restate the articles of incorporation. Sent to Director (2) Restated articles of incorporation in the form that the Director fixes must be sent to the Director. Restated certificate (3) On receipt of restated articles of incorporation, the Director must issue a restated certificate of incorporation. Effective date (4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation. 1998, c. 1, s. 294; 2001, c. 14, s. 207(E)
Canada Cooperatives Act — C-1.7 295
Amalgamation 295 Two or more cooperatives, including holding and subsidiary cooperatives, may amalgamate and continue as one cooperative, provided that the amalgamation agreement sets out a capital and corporate structure for the amalgamated cooperative that is one that would meet the requirements for a cooperative to be incorporated under this Act.
Canada Cooperatives Act — C-1.7 296
Amalgamation agreement 296 (1) Each cooperative proposing to amalgamate must enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out (a) the provisions that are required to be included in articles of incorporation under section 11; (b) the name and address of each proposed director of the amalgamated cooperative; (c) the manner in which the shares of each amalgamating cooperative are to be converted into membership shares of the amalgamated cooperative and, if applicable, investment shares or other securities of the amalgamated cooperative; (d) if any share of an amalgamating cooperative is not to be converted into shares or securities of the amalgamated cooperative, the amount of money or securities of a cooperative that the holders of those shares are to receive in addition to or instead of shares or securities of the amalgamated cooperative; (e) the manner of payment of money instead of the issue of fractional shares of the amalgamated cooperative or of any other body corporate the securities of which are to be received in the amalgamation; (f) whether the by-laws of the amalgamated cooperative are to be those of one of the amalgamating cooperatives, and if not, a copy of the proposed by-laws; and (g) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated cooperative. Cancellation (2) If shares of one of the amalgamating cooperatives are held by or on behalf of another of the amalgamating cooperatives, the amalgamation agreement must provide for the cancellation of the shares when the amalgamation becomes effective without any repayment of capital in respect of them, and no provision may be made in the agreement for the conversion of those shares into shares of the amalgamated cooperative.
Canada Cooperatives Act — C-1.7 297
Approval 297 (1) The directors of each amalgamating cooperative must submit the amalgamation agreement for approval to a meeting of the members of each amalgamating cooperative and to a meeting of the shareholders of each amalgamating cooperative and, subject to subsection (5), to the holders of each class or series of those investment shares. Notice of meeting (2) A notice of a meeting of members or shareholders complying with section 52 must be sent in accordance with that section to each member and shareholder of each amalgamating cooperative and must (a) include or be accompanied by a copy or summary of the amalgamation agreement; and (b) state that a dissenting member or shareholder is entitled to the benefit of section 302. Failure to make statement (3) Failure to make the statement referred to in paragraph (2)(b) does not invalidate an amalgamation. Right to vote (4) Each investment share carries the right to vote with respect to an amalgamation agreement, whether or not it otherwise carries the right to vote. Class vote (5) The holders of investment shares of a class or series are entitled to vote separately as a class or series in respect of the amalgamation agreement if it contains a provision that, if contained in a proposed amendment to the articles, would entitle them to vote as a class or series under subsection 290(4). Approval (6) Subject to subsection (5), an amalgamation agreement is adopted when the members of each amalgamating cooperative and, if any of the amalgamating cooperatives has issued investment shares, their shareholders, have approved the amalgamation agreement by separate special resolutions. Termination (7) An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating cooperative, even if the agreement has been approved by the members and shareholders of all or any of the amalgamating cooperatives.
Canada Cooperatives Act — C-1.7 298
Vertical short-form amalgamation 298 (1) A cooperative that is a holding cooperative may amalgamate with one or more of its wholly owned subsidiary cooperatives. The cooperative and subsidiaries continue as one cooperative without complying with sections 295 to 297 if (a) the amalgamation is approved by a resolution of the directors of each amalgamating cooperative; and (b) the resolutions provide that (i) the shares of each subsidiary be cancelled without any repayment of capital in respect of them, (ii) except as may be prescribed, the articles of amalgamation be the same as the articles of the amalgamating holding cooperative, and (iii) no shares or securities may be issued by the amalgamated cooperative in connection with the amalgamation. Horizontal short-form amalgamation (2) Two or more wholly owned subsidiary cooperatives of a holding entity may amalgamate and continue as one cooperative without complying with sections 295 to 297 if (a) the amalgamation is approved by a resolution of the directors of each amalgamating cooperative; and (b) the resolutions provide that (i) the shares of all but one of the amalgamating subsidiaries be cancelled without any repayment of capital in respect of them, (ii) except as may be prescribed, the articles of amalgamation be the same as the articles of the amalgamating subsidiary cooperative whose shares are not cancelled, and (iii) the stated capital of the amalgamating subsidiaries whose shares are cancelled are added to the stated capital of the amalgamating subsidiary whose shares are not cancelled. Change of name (3) Despite subparagraph (2)(b)(ii) and section 289, the directors of the holding entity of the subsidiaries referred to in subsection (2) may, by resolution, approve a new name for the amalgamated cooperative, so long as, in a case to which Part 20 or 21 applies, the name would comply with the provisions of the applicable Part. 1998, c. 1, s. 298; 2001, c. 14, s. 208
Canada Cooperatives Act — C-1.7 299
Sending of articles 299 (1) After an amalgamation has been approved under section 297 or 298, articles of amalgamation in the form that the Director fixes must be sent to the Director, together with a notice of registered office and a notice of the directors of the amalgamated cooperative. Attached statutory declarations (2) A statutory declaration of a director or officer of each amalgamating cooperative must be attached to the articles of amalgamation and must establish to the satisfaction of the Director (a) to (c) [Repealed, 2018, c. 8, s. 76] (d) that there are reasonable grounds to believe that (i) each amalgamating cooperative is, and the amalgamated cooperative will be, able to pay its liabilities as they become due, and (ii) the realizable value of the amalgamated cooperative’s assets will not be less than the total of its liabilities and stated capital of all classes; and (e) that there are reasonable grounds to believe that (i) no creditor will be prejudiced by the amalgamation, or (ii) adequate notice has been given to all known creditors of the amalgamating cooperatives and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious. Adequate notice (3) For the purpose of subparagraph (2)(e)(ii), adequate notice is given if (a) a notice in writing is sent to each known creditor who has a claim against any of the amalgamating cooperatives that exceeds one thousand dollars; (b) a notice in writing is published once in a newspaper published or distributed in the place where each amalgamating cooperative has its registered office and reasonable notice is given in each province where the cooperative carries on business; and (c) each notice states that the cooperative intends to amalgamate with one or more specified cooperatives in accordance with this Act and that a creditor of the cooperative may object to the amalgamation not later than thirty days after the date of the notice. Certificate of amalgamation (4) On receipt of articles of amalgamation and the declarations required by subsection (2), the Director must issue a certificate of amalgamation if the Director is satisfied that (a) the articles are in accordance with section 11 and, if applicable, section 353 and subsection 359(2); (b) the cooperative will be organized and operated and will carry on business on a cooperative basis; (c) the things described in paragraphs (2)(d) and (e) are true; and (d) if applicable, Part 20 or 21 has been complied with. Reliance on certificate (5) For the purposes of paragraphs (4)(b) to (d), the Director may rely on the articles and the declarations required by subsection (2). 1998, c. 1, s. 299; 2018, c. 8, s. 76
Canada Cooperatives Act — C-1.7 300
Effect of certificate 300 On the date shown in a certificate of amalgamation, (a) the amalgamation of the amalgamating cooperatives and their continuance as one cooperative becomes effective; (b) the property of each amalgamating cooperative continues to be the property of the amalgamated cooperative; (c) the amalgamated cooperative continues to be liable for the obligations of each amalgamating cooperative; (d) an existing cause of action, claim or liability to prosecute is unaffected; (e) a civil, criminal, administrative, investigative or other action or proceeding pending by or against an amalgamating cooperative may be continued to be prosecuted by or against the amalgamated cooperative; (f) a conviction against, or ruling, order or judgment in favour of or against, an amalgamating cooperative may be enforced by or against the amalgamated cooperative; and (g) the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated cooperative and the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated cooperative.
Canada Cooperatives Act — C-1.7 301
Extraordinary disposition 301 (1) A sale, lease or exchange of all or substantially all of the property of a cooperative, other than in the ordinary course of business, requires the approval of the members and shareholders in accordance with subsections (2) to (7). Notice (2) A notice of meeting complying with section 52 must be sent to all members and shareholders and must (a) include a copy or summary of the proposed agreement of sale, lease or exchange; and (b) state that a dissenting member or shareholder is entitled to bring section 302 into effect. Failure to make statement (3) Failure to make the statement referred to in paragraph (2)(b) does not invalidate the disposition. Right to vote (4) Each investment share carries the right to vote with respect to an extraordinary disposition, whether or not it otherwise carries the right to vote. Class vote (5) The holders of investment shares of a class or series are entitled to vote separately as a class or series if the class or series is affected differently from another class or series by the proposed disposition. Approval (6) Subject to subsection (5), a disposition is authorized when approved by a special resolution of the members and, if the cooperative has issued investment shares, by a separate special resolution of the shareholders of each class or series. The special resolution may authorize the directors to fix any terms or conditions of a sale, lease or exchange. Termination (7) The directors, if authorized by the members and shareholders approving a proposed disposition, and subject to the rights of third parties, may abandon the disposition without further approval.
Canada Cooperatives Act — C-1.7 302
 than thirty days after the notice under subsection (21), may by notice to the cooperative withdraw the notice of demand, in which case the member is reinstated as a member or the shareholder is reinstated as a shareholder; or (b) if no notice is given to the cooperative under paragraph (a), the dissenting member or shareholder retains the status of a claimant to be paid as soon as the cooperative may lawfully do so or, in liquidation, to be paid in priority to the remaining members and shareholders. Limitation (23) The cooperative may not make a payment to a dissenting member or shareholder under this section if there are reasonable grounds to believe that after that payment the cooperative would be in breach of section 149. Installments (24) If the directors determine that the payment to a dissenting member as member would adversely affect the financial well-being of the cooperative, payment may be made at the times that the directors determine, over a period that begins on the day on which the resolution was adopted and ends not later than (a) five years after that day; or (b) any other day that is not more than ten years after the day on which the resolution was adopted and that is specified in the articles of the cooperative. Interest (25) Payments under subsection (24) shall bear interest at the rates prescribed by or calculated in accordance with the regulations. 1998, c. 1, s. 302; 2011, c. 21, s. 107