GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Cooperatives Act — C-1.7 253
Qualifications of auditor 253 (1) Subject to subsection (5), a person is disqualified from being an auditor of a cooperative if the person is not independent of the cooperative, of any of its affiliates or of the directors or officers of the cooperative or its affiliates. Independence (2) For the purposes of this section, (a) independence is a question of fact; and (b) a person is deemed not to be independent if the person, or another person with whom the person is in business, (i) is a director, officer or employee of the cooperative or any of its affiliates, is in business with the cooperative or any of its affiliates, or is in business with a director, officer or employee of the cooperative or any of its affiliates, (ii) beneficially owns or controls, directly or indirectly, a material interest in the securities of the cooperative or any of its affiliates, or (iii) has been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the cooperative or any of its affiliates within two years of the proposed appointment of the person as auditor of the cooperative. Duty to resign (3) An auditor who becomes disqualified under this section must, subject to subsection (5), resign without delay after becoming aware of the disqualification. Disqualification order (4) Any interested person may apply to a court for an order declaring an auditor to be disqualified under this section and the office of auditor to be vacant. Exemption order (5) Any interested person may apply to a court for an order exempting an auditor from disqualification under this section and the court may, if it is satisfied that an exemption would not unfairly prejudice the members or shareholders, make an exemption order on any terms that it thinks fit. The order may have retrospective effect. 1998, c. 1, s. 253; 2011, c. 21, s. 99(E)
Canada Cooperatives Act — C-1.7 254
Appointment of auditor 254 (1) Subject to section 255, the members must, by ordinary resolution, at the first annual meeting of members and at each subsequent annual meeting, appoint an auditor to hold office until the close of the next annual meeting. Eligibility (2) An auditor appointed under section 82 is eligible for appointment under subsection (1). Incumbent auditor (3) Despite subsection (1), if an auditor is not appointed at a meeting of members, the incumbent auditor continues in office until a successor is appointed. Remuneration (4) The remuneration of an auditor may be fixed by ordinary resolution of the members or, if not so fixed, may be fixed by the directors.
Canada Cooperatives Act — C-1.7 255
Dispensing with auditor 255 (1) A cooperative that is not a distributing cooperative may resolve not to appoint an auditor by (a) special resolution of the members; and (b) special resolution of all shareholders, including those who do not otherwise have the right to vote. Limitation (2) A resolution under subsection (1) is valid only until the next annual meeting of members. 1998, c. 1, s. 255; 2001, c. 14, s. 202
Canada Cooperatives Act — C-1.7 256
Ceasing to hold office 256 (1) An auditor of a cooperative ceases to hold office when the auditor dies, resigns or is removed under section 257. Effective date of resignation (2) A resignation of an auditor becomes effective on the date on which a written resignation is sent to the cooperative, or on the date specified in the resignation, whichever is later.
Canada Cooperatives Act — C-1.7 257
Removal of auditor 257 (1) The members may by ordinary resolution at a special meeting remove the auditor from office, unless the auditor was appointed by a court under section 259. Vacancy (2) A vacancy created by the removal of an auditor may be filled at the meeting at which the auditor is removed or, if not so filled, may be filled under section 258.
Canada Cooperatives Act — C-1.7 258
Filling vacancy 258 (1) Subject to subsection (3), the directors must fill a vacancy in the office of auditor without delay after it occurs. Calling meeting (2) If there is not a quorum of directors, the directors then in office must, not later than twenty-one days after a vacancy in the office of auditor occurs, call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors, the meeting may be called by any member. Members filling vacancy (3) The by-laws of a cooperative may provide that a vacancy in the office of auditor may only be filled by vote of the members. Unexpired term (4) An auditor appointed to fill a vacancy holds office for the unexpired term of their predecessor.
Canada Cooperatives Act — C-1.7 259
Court appointed auditor 259 (1) If a cooperative does not have an auditor, the court may, on the application of a member or shareholder, appoint and fix the remuneration of an auditor who holds office until an auditor is appointed by the members. Exception (2) Subsection (1) does not apply if a resolution made under section 255 not to appoint an auditor is in effect.
Canada Cooperatives Act — C-1.7 261
Examination 261 (1) An auditor of a cooperative must make any examination that is in the auditor’s opinion necessary to enable the auditor to report in the manner that may be prescribed on the financial statements required by this Act to be placed before the members or shareholders, except any financial statements or parts of statements that relate to the period referred to in subparagraph 247(1)(a)(ii). Reliance on other auditor (2) Despite section 262, an auditor of a cooperative may reasonably rely on the report of an auditor of an entity the accounts of which are included in whole or in part in the financial statements of the cooperative. Application (3) Subsection (2) applies whether or not the financial statements of the cooperative reported on by the auditor are in consolidated form.
Canada Cooperatives Act — C-1.7 262
Right to information 262 (1) On the demand of an auditor of a cooperative, the present or former directors, officers, employees or agents or mandataries of the cooperative must provide any information and explanations, and access to any documents of the cooperative or any of its subsidiaries that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 261 and that they are reasonably able to provide. Other information (2) On the demand of the auditor of a cooperative, the directors must obtain from the present or former directors, officers, employees and agents or mandataries of any subsidiary of the cooperative the information and explanations that the present or former directors, officers, employees and agents or mandataries are reasonably able to provide and that are, in the auditor’s opinion, necessary to enable the auditor to make the examination and report required under section 261 and provide them to the auditor. No civil liability (3) A person who in good faith makes an oral or written communication under subsection (1) or (2) is not liable in any civil action arising from having made the communication.
Canada Cooperatives Act — C-1.7 263
Audit committee 263 (1) Subject to subsection (2), a distributing cooperative must, and any other cooperative may, have an audit committee composed of not fewer than three directors, a majority of whom are not full-time officers or employees of the cooperative or any of its affiliates. Exemption (2) The Director may, on application of a cooperative, authorize the cooperative to dispense with an audit committee and the Director may, if satisfied that the members and shareholders will not be prejudiced, permit the cooperative to dispense with an audit committee on any reasonable conditions that the Director thinks fit. Duty of committee (3) An audit committee must review the financial statements of the cooperative before they are approved under section 250. Auditor’s attendance (4) The auditor of a cooperative is entitled to receive notice of every meeting of the audit committee and, at the expense of the cooperative, to attend and be heard at the meeting. If requested to do so by a member of the audit committee, the auditor must attend every meeting of the committee held during the auditor’s term of office. Calling meeting (5) The auditor of a cooperative or a member of the audit committee may call a meeting of the committee.
Canada Cooperatives Act — C-1.7 264
Notice of error 264 (1) A director or officer of a cooperative shall, without delay, notify the auditor and the audit committee, if any, of any error or misstatement of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on. Errors in financial statements (2) If the auditor or former auditor of a cooperative is notified or becomes aware of an error or misstatement in a financial statement on which the auditor or former auditor has reported, and if in their opinion the error or misstatement is material, the auditor or former auditor must inform each director accordingly. Duty of directors (3) When under subsection (2) the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall (a) prepare and issue revised financial statements; or (b) otherwise inform the members and shareholders and, if the cooperative is one that is required to comply with section 252, inform the Director of the error or misstatement in the same manner as it informs the members.
Canada Cooperatives Act — C-1.7 265
Qualified privilege 265 Any oral or written statement or report made under this Act by the auditor or former auditor of a cooperative has qualified privilege.
Canada Cooperatives Act — C-1.7 266
Definitions 266 The definitions in this section apply in this Part. event of default means, in relation to a trust indenture, an event specified in the trust indenture on the occurrence of which the principal, interest and other money payable under the trust indenture become or may be declared to be payable before maturity, but the event is not an event of default until all the conditions set out in the trust indenture in connection with the giving of notice of the event have been satisfied or the period for giving the notice has elapsed. ( cas de défaut ) guarantor means a person that has guaranteed an obligation of an issuer under a trust indenture. ( caution ) issuer means a cooperative that has issued, is about to issue or is in the process of issuing debt obligations. ( émetteur ) trustee means a person appointed as trustee, including the administrator of the property of others, under the terms of a trust indenture to which a cooperative is a party, and includes a successor trustee. ( fiduciaire ) trust indenture means a deed, indenture or other instrument or act, including a supplement or amendment, made by a cooperative under which the cooperative issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued under it. ( acte de fiducie ) 1998, c. 1, s. 266; 2011, c. 21, s. 100
Canada Cooperatives Act — C-1.7
event of default means, in relation to a trust indenture, an event specified in the trust indenture on the occurrence of which the principal, interest and other money payable under the trust indenture become or may be declared to be payable before maturity, but the event is not an event of default until all the conditions set out in the trust indenture in connection with the giving of notice of the event have been satisfied or the period for giving the notice has elapsed. ( cas de défaut )
Canada Cooperatives Act — C-1.7
guarantor means a person that has guaranteed an obligation of an issuer under a trust indenture. ( caution )
Canada Cooperatives Act — C-1.7
issuer means a cooperative that has issued, is about to issue or is in the process of issuing debt obligations. ( émetteur )
Canada Cooperatives Act — C-1.7
trustee means a person appointed as trustee, including the administrator of the property of others, under the terms of a trust indenture to which a cooperative is a party, and includes a successor trustee. ( fiduciaire )
Canada Cooperatives Act — C-1.7
trust indenture means a deed, indenture or other instrument or act, including a supplement or amendment, made by a cooperative under which the cooperative issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued under it. ( acte de fiducie )
Canada Cooperatives Act — C-1.7 267
Application 267 (1) This Part applies to a trust indenture if the debt obligations issued or to be issued under it are part of a distribution to the public. Exemptions (2) The Director may, in writing, exempt a trust indenture from the application of this Part if, in the Director’s opinion, the trust indenture and the debt obligations under it are subject to a law of another jurisdiction that is substantially equivalent to the provisions of this Act relating to trust indentures. 1998, c. 1, s. 267; 2001, c. 14, s. 204(F)
Canada Cooperatives Act — C-1.7 268
Conflict of interests 268 (1) No person may be appointed as trustee if there is a material conflict of interests between the person’s role as trustee and any other role of the person. Eliminating conflict of interests (2) A trustee must, no later than ninety days after the trustee becomes aware that a material conflict of interests exists, (a) eliminate the conflict of interests; or (b) resign from office.
Canada Cooperatives Act — C-1.7 269
Validity despite conflict 269 A trust indenture, any debt obligations issued under it and the security interest effected by them are valid even if there is a material conflict of interests of the trustee.
Canada Cooperatives Act — C-1.7 270
Removal of trustee 270 If a trustee is appointed in contravention of subsection 268(1) or if a trustee contravenes subsection 268(2), any interested person may apply to a court for an order that the trustee be replaced, and the court may make an order on any terms that it thinks fit.
Canada Cooperatives Act — C-1.7 271
Trustee application 271 A trustee, or at least one of the trustees if more than one is appointed, must be a trust company incorporated under the laws of Canada or a province and authorized to carry on business as a trustee.
Canada Cooperatives Act — C-1.7 272
List of security holders 272 (1) A holder of debt obligations issued under a trust indenture may, on payment to the trustee of a reasonable fee and on delivery of a statutory declaration to the trustee, require the trustee to provide, no later than fifteen days after the delivery to the trustee of the statutory declaration, a list setting out the following information, as shown on the records maintained by the trustee on the day the statutory declaration is delivered to the trustee: (a) the names and addresses of the registered holders of the outstanding debt obligations; (b) the principal amount of outstanding debt obligations of each such holder; and (c) the total principal amount of debt obligations outstanding. Duty of issuer (2) On the demand of a trustee, the issuer must provide the trustee with the information required to enable the trustee to comply with subsection (1). When applicant is entity (3) If the person requiring the trustee to provide a list under subsection (1) is an entity, the statutory declaration required under that subsection may be made by a director or an officer of the entity or a person acting in a similar capacity. Contents of statutory declaration (4) The statutory declaration must state (a) the name and address of the person requiring the trustee to provide the list and, if the person is an entity, its address for service; and (b) that the list will not be used except as permitted by subsection (5). Use of list (5) No person shall use a list obtained under this section except in connection with (a) an effort to influence the voting of the holders of debt obligations; (b) an offer to acquire debt obligations; or (c) any other matter relating to the debt obligations or the affairs of the issuer or guarantor of them.
Canada Cooperatives Act — C-1.7 273
Compliance with trust indentures 273 (1) An issuer or a guarantor of a debt obligation issued or to be issued under a trust indenture must provide the trustee with evidence of compliance with the conditions in the trust indenture before undertaking (a) the issue, certification and delivery of debt obligations under the trust indenture; (b) the release, or release and substitution, of property subject to a security interest constituted by the trust indenture; or (c) the satisfaction and discharge of the trust indenture. Compliance by issuer or guarantor (2) On the demand of a trustee, the issuer or guarantor must provide the trustee with evidence of compliance with the conditions in the trust indenture by the issuer or guarantor in respect of any act to be done by the trustee at the request of the issuer or guarantor. Evidence of compliance (3) The following documents constitute evidence of compliance for the purposes of subsections (1) and (2): (a) a statutory declaration or certificate made by a director or an officer of the issuer or guarantor stating that the conditions referred to in subsections (1) and (2) have been complied with; (b) an opinion of legal counsel that the conditions of the trust indenture requiring review by legal counsel have been complied with, if the trust indenture requires compliance with conditions that are subject to review by legal counsel; and (c) an opinion or report of the auditors of the issuer or guarantor, or any other accountant that the trustee selects, that the conditions of the trust indenture have been complied with, if the trust indenture requires compliance with conditions that are subject to review by auditors or accountants. Further evidence of compliance (4) The evidence of compliance described in subsection (3) must include a statement by the person giving the evidence (a) declaring that the person has read and understands the conditions of the trust indenture referred to in subsections (1) and (2); (b) describing the nature and scope of the examination or investigation on which the person based the certificate, statement or opinion; and (c) declaring that the person has made any examination or investigation that the person believes necessary to enable the statements to be made or the opinions contained or expressed in the statement to be given.
Canada Cooperatives Act — C-1.7 274
Trustee may require evidence 274 (1) On request of a trustee, the issuer or guarantor must provide the trustee with evidence in any form that the trustee requires of compliance with any condition relating to any action required or permitted to be taken by the issuer or guarantor under the trust indenture. Certificate of compliance (2) At least once in each twelve month period beginning on the date of the trust indenture and at any other time on the demand of a trustee, the issuer or guarantor must provide the trustee with a certificate stating that the issuer or guarantor has complied with all requirements contained in the trust indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default, or, if there has been failure to so comply, giving particulars of the failure.
Canada Cooperatives Act — C-1.7 275
Notice of default 275 A trustee must, no later than thirty days after the trustee becomes aware of the occurrence of an event of default, give to the holders of debt obligations issued under a trust indenture notice of every event of default arising under the trust indenture and continuing at the time the notice is given, unless the trustee believes on reasonable grounds that it is in the best interests of the holders of the debt obligations to withhold the notice and so informs the issuer and guarantor in writing.
Canada Cooperatives Act — C-1.7 276
Duty 276 (1) In exercising powers and discharging duties, the trustee must (a) act honestly and in good faith with a view to the best interests of the holders of the debt obligations issued under the trust indenture; and (b) exercise the care, diligence and skill of a reasonably prudent trustee. Reliance on statements (2) Despite subsection (1), a trustee is not liable if the trustee relies in good faith on statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture.
Canada Cooperatives Act — C-1.7 277
No exculpation 277 No term of a trust indenture or of an agreement between a trustee and the holders of debt obligations issued under the indenture or agreement or between the trustee and the issuer or guarantor operates to relieve a trustee from the duties imposed on the trustee by this Part.
Canada Cooperatives Act — C-1.7 278
Functions of receiver or sequestrator 278 A receiver or sequestrator of any property of a cooperative may, subject to the rights of secured creditors, receive the income from the property and pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver or sequestrator is appointed, but, except to the extent permitted by a court, the receiver or sequestrator may not carry on the business of the cooperative. 1998, c. 1, s. 278; 2011, c. 21, s. 102
Canada Cooperatives Act — C-1.7 279
Functions of receiver-manager 279 A receiver-manager of a cooperative may carry on any business of the cooperative to protect the security interest of those on behalf of whom the receiver-manager is appointed. 1998, c. 1, s. 279; 2011, c. 21, s. 102
Canada Cooperatives Act — C-1.7 280
Directors’ powers cease 280 If a receiver, receiver-manager or sequestrator is appointed by a court or under an instrument or act, no director shall exercise the directors’ powers that the receiver, receiver-manager or sequestrator is authorized to exercise until the receiver, receiver-manager or sequestrator is discharged. 1998, c. 1, s. 280; 2011, c. 21, s. 103(E)
Canada Cooperatives Act — C-1.7 281
Appointment by court 281 (1) A receiver, receiver-manager or sequestrator appointed by a court must act in accordance with any directions of the court. Appointment under instrument or act (2) A receiver, receiver-manager or sequestrator appointed under an instrument or act must act in accordance with the instrument or act and any direction that the court may make under section 282. Duty (3) A receiver, receiver-manager or sequestrator must (a) act honestly and in good faith; and (b) deal with any property of the cooperative in their possession or control in a commercially reasonable manner. 1998, c. 1, s. 281; 2011, c. 21, s. 104(E)
Canada Cooperatives Act — C-1.7 282
Directions given by court 282 A court may, on the application of a receiver, receiver-manager or sequestrator appointed by a court or under an instrument or act, or any other interested person, make any order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator that it considers appropriate, including an order (a) appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts; (b) determining the notice to be given to any person or dispensing with notice to any person; (c) fixing the remuneration of the receiver, receiver-manager or sequestrator; (d) requiring the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom they were appointed, to make good any default in connection with their custody or management of the property and business of the cooperative, or relieving them, or a person by or on behalf of whom they were appointed, from any default on any terms that the court considers appropriate; (e) confirming any act of the receiver, receiver-manager or sequestrator; and (f) giving directions on any other matter relating to the duties of the receiver, receiver-manager or sequestrator. 1998, c. 1, s. 282; 2011, c. 21, s. 105(E)