GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Cooperatives Act — C-1.7 118
Issuance to members 118 (1) Membership shares may be issued only to members, each of whom must hold the minimum number of membership shares prescribed by the by-laws. Equal rights (2) Subject to Parts 20 and 21, the membership shares of a cooperative confer on their holders equal rights, including equal rights to (a) receive dividends declared on membership shares; and (b) subject to the articles, receive the remaining property of the cooperative on dissolution. Membership shares (3) The articles may not include any preference, right, condition, restriction, limitation or prohibition on membership shares, except as provided for by this Act. Transfer requires approval (4) A transfer of membership shares is valid only if it complies with section 46 and any restrictions set out in the by-laws. No right to vote (5) The right to vote attaches to membership in accordance with section 37 and not to a membership share. Redeemable (6) Subject to sections 146 and 149, membership shares may be redeemed by the cooperative.
Canada Cooperatives Act — C-1.7 119
Issue of certificates 119 (1) The by-laws of a cooperative may provide that no membership share certificates or certificates in respect of member loans need be issued. If the by-laws provide that no such certificates need be issued, the cooperative must, on the request of a member, issue a statement of the number of membership shares held by, or the amount of any member loan of, the member. Certificates (2) The face of each certificate that the cooperative issues in respect of membership shares or member loans after the coming into force of this section must contain (a) the name of the cooperative; (b) a statement that the cooperative is subject to this Act; (c) the name of the person to whom it is issued; (d) a statement that the certificate represents membership shares in, or member loans to, the cooperative, and the number of the membership shares or the amount of the member loan; (e) a statement that the certificate is not transferable without the approval of the directors; and (f) a statement that there is a charge, lien or hypothec on the membership shares or member loans represented by the certificate in favour of the cooperative for any indebtedness of the member to the cooperative. Certificate of membership (3) Each member is entitled to a certificate of membership. 1998, c. 1, s. 119; 2011, c. 21, s. 78
Canada Cooperatives Act — C-1.7 120
Authorized capital 120 (1) The membership shares of a cooperative may be issued with or without a par value. Par-value membership shares (2) If the membership shares of a cooperative are with a par value, the articles must specify that fact and specify their par value and any limit on their number. No-par-value membership shares (3) If the membership shares of a cooperative are without a par value, the articles must specify that fact and specify any limit on their number.
Canada Cooperatives Act — C-1.7 121
Fixed or determined value 121 If any no-par-value membership shares of a cooperative are to be issued and are to be redeemed at a fixed or determined value, the articles must set out those facts and state the fixed price or formula to be used to determine the value.
Canada Cooperatives Act — C-1.7 122
Distribution on dissolution 122 Subject to Parts 20 and 21, the articles of a cooperative may provide that, on dissolution of the cooperative and after the payment of all debts and liabilities — including any declared and unpaid dividends, the amount to be paid to the holders of any investment shares and the amount to be paid on the redemption of membership shares — the value of the remaining property of the cooperative is to be distributed or disposed of to any person, including distribution (a) among the members at the time of dissolution, in any manner, including equally among the members irrespective of the number of membership shares or amount of member loans, if any, held or made by a member; (b) among the members at the time of dissolution on the basis of patronage returns accrued to those members during a stated period before the dissolution; or (c) to charitable organizations or cooperative entities.
Canada Cooperatives Act — C-1.7 123
Charge, lien or hypothec on membership shares for amounts 123 (1) A cooperative has a charge, lien or hypothec on a membership share or any amount standing to the credit of a member or the personal representative of a member for a debt of that member to the cooperative. Enforcement of charge (2) A cooperative may (a) enforce a charge, lien or hypothec referred to in subsection (1) in the manner set out in its by-laws; or (b) apply any moneys standing to the credit of a member toward payment of a debt due by the member to the cooperative. 1998, c. 1, s. 123; 2001, c. 14, s. 175; 2011, c. 21, s. 79
Canada Cooperatives Act — C-1.7 124
Investment shares 124 (1) The articles of a cooperative may provide that the cooperative may issue investment shares, and if they do, the articles must set out the following: (a) whether the investment shares may be issued to non-members; (b) whether the number of investment shares is to be unlimited and, if not, the maximum number of investment shares that may be issued; (c) the number of classes of investment shares; and (d) the preferences, rights, conditions, restrictions, limitations and prohibitions attaching to the investment shares and, if there is to be more than one class, the designation of each class and the special preferences, rights, conditions, restrictions, limitations and prohibitions attaching to each class. No voting rights (2) Subject to the articles and to this Act, no right to vote at a meeting of the cooperative attaches to an investment share. Exception (3) The articles may provide that (a) an investment share confers on its holder the right to vote at an election of directors by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled; or (b) the shareholders, any class of shareholders or the holders of a series of investment shares, may elect a fixed number or a percentage of the directors. Limit on shareholders’ directors (4) Despite subsections (2) and (3), neither the articles nor a unanimous agreement may provide that the shareholders have the right to elect more than twenty per cent of the directors. One share, one vote (5) If shareholders are entitled to vote in accordance with subsection (3) or otherwise in accordance with this Act, each investment share entitles the holder to one vote. Members may exercise shareholder rights if shareholders (6) Despite section 37, a member who holds an investment share may exercise any voting right that holders of investment shares have.
Canada Cooperatives Act — C-1.7 125
No-par-value shares 125 (1) Investment shares of a cooperative must be in registered form and without a par value. When cooperative continued (2) Investment shares of a cooperative that is continued under this Act are deemed to be investment shares without a par value.
Canada Cooperatives Act — C-1.7 126
Shares in series 126 (1) The articles may authorize, subject to any limitations set out in them and subject to subsection (2), the issue of any class of investment shares in one or more series and may do either or both of the following: (a) fix the number of investment shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the investment shares of, each series; or (b) authorize the directors to fix the number of investment shares in, and to determine the designation, rights, privileges, restrictions and conditions attaching to the investment shares of, each series. Member authorization (2) No investment share may be issued until the members have authorized the principle of the issuance of investment shares. Series participation (3) If any cumulative dividends or amounts payable on return of capital in respect of a series of investment shares are not paid in full, the investment shares of all series of the same class must participate rateably in respect of accumulated dividends and return of capital. Restrictions on series (4) No rights, privileges, restrictions or conditions attached to a series of investment shares authorized under this section confer a priority in respect of dividends or return of capital on a series over any other series of investment shares of the same class that are then outstanding. Amendment of articles (5) If the directors exercise their authority under paragraph (1)(b), they must, before the issue of shares of the series, send to the Director articles of amendment in the form that the Director fixes to designate a series of investment shares. Certificate of amendment (6) On receipt of articles of amendment designating a series of shares under subsection (5), the Director must issue a certificate of amendment. Effect of certificate (7) The articles of the cooperative are amended accordingly on the date shown in the certificate of amendment. 1998, c. 1, s. 126; 2001, c. 14, s. 176
Canada Cooperatives Act — C-1.7 127
Pre-emptive right 127 (1) If the articles so provide, no investment shares of any class may be issued unless the investment shares are first offered to the shareholders of that class. The shareholders of that class have a pre-emptive right to acquire the offered investment shares in proportion to their holdings of the investment shares of that class, at the price at which and on the terms on which those investment shares are to be offered to others. Limitation (2) Even if the articles provide the pre-emptive right referred to in subsection (1), shareholders have no pre-emptive right to acquire investment shares that are to be issued (a) in exchange for a thing or service other than money; (b) as an investment share dividend or in payment of a patronage return; or (c) pursuant to the exercise of conversion privileges, options or rights previously granted by the cooperative.
Canada Cooperatives Act — C-1.7 128
Commissions 128 The directors may authorize the cooperative to pay a reasonable commission to any person in consideration of the person (a) purchasing or agreeing to purchase investment shares from the cooperative or from some other person; or (b) procuring or agreeing to procure purchasers for any such investment shares.
Canada Cooperatives Act — C-1.7 129
Charge, lien or hypothec on investment shares 129 (1) Subject to subsection 183(2), the articles may provide that the cooperative has a charge, lien or hypothec on an investment share registered in the name of a shareholder or the personal representative of a shareholder for a debt of the shareholder to the cooperative, including an amount unpaid as of the date a body corporate was continued under this Act, in respect of an investment share issued by it. Enforcement (2) A cooperative may enforce a charge, lien or hypothec referred to in subsection (1) in accordance with its by-laws. 1998, c. 1, s. 129; 2001, c. 14, s. 177; 2011, c. 21, s. 80
Canada Cooperatives Act — C-1.7 131
Sale of constrained shares 131 (1) A cooperative that has constraints on the issue, transfer or ownership of any class of investment shares may, in accordance with any regulations, sell any of the investment shares that are owned, or that the directors determine may be owned, contrary to those constraints, as if it owned the investment shares, for the purposes of (a) attaining or maintaining the level of Canadian ownership or control specified in its articles or required by law to carry on a business or qualify for a benefit; or (b) complying with any prescribed law. Selection of shares (2) The directors must select the investment shares to be sold under subsection (1) in good faith and in a manner that does not unfairly prejudice or disregard the interests of the holders of the investment shares in the constrained class as a whole. Right to proceeds (3) A person who owned an investment share that was sold under this section is divested of all interests or rights in the investment share and is entitled to receive only the net proceeds of the sale and any net income on the proceeds. Immunity (4) Sections 192, 193 and 194 apply to the person referred to in subsection (3) as if the proceeds were a security and the person were a registered owner of the security. 1998, c. 1, s. 131; 2001, c. 14, s. 179; 2011, c. 21, s. 82
Canada Cooperatives Act — C-1.7 132
Trust moneys 132 (1) The proceeds of a sale under section 131 are trust moneys in the hands of the cooperative for the benefit of the person who is entitled to receive them. Handling of trust moneys (2) Trust moneys under this section (a) may be commingled with other such trust moneys; and (b) must be invested as may be prescribed. Costs of administration (3) Reasonable costs of administration of trust moneys referred to in subsection (1) may be deducted from the trust moneys and any income earned on them. Appointment of trust company (4) Subject to this section, a cooperative may transfer any trust moneys referred to in subsection (1), and the administration of them, to a trust company in Canada registered as one under the laws of Canada or a province, and the cooperative is discharged of all further liability in respect of the trust moneys. Discharge of cooperative and trust company (5) A receipt signed by a person entitled under subsection 131(3) to receive the proceeds of a sale that constitute trust moneys under subsection (1) constitutes a complete discharge of the cooperative and of any trust company to which trust moneys are transferred under subsection (4), in respect of the trust moneys and income earned on them paid to the person. Vesting in Crown (6) Trust moneys described in subsection (1), together with any income earned on them, less any taxes and costs of administration, that has not been claimed by a person entitled under subsection 131(3) to receive the proceeds of a sale that constitute the trust moneys for a period of ten years after the date of the sale vests in Her Majesty in right of Canada. Escheats Act applies (7) Sections 3 to 5 of the Escheats Act apply in respect of a trust fund that vests in Her Majesty in right of Canada under subsection (6).
Canada Cooperatives Act — C-1.7 133
Election of directors 133 (1) If the holders of a class or series of investment shares of a cooperative have, under section 124, a right to elect or appoint one or more directors, or have a right to elect or appoint one or more directors by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled, the directors must call the following meetings for the purpose of electing or appointing the director or directors: (a) a special meeting of the holders of the class or series of investment shares, to be called within six months or at any earlier date that may be specified in the articles, after the date on which investment shares of the class or series are first issued or after the event has occurred or the condition has been fulfilled; and (b) an annual meeting of those holders for every subsequent year. Cumulative voting (2) If the articles so provide, directors who are to be elected by holders of investment shares may be elected by cumulative voting. When cumulative voting (3) If the articles provide for cumulative voting, (a) the articles must require a fixed number of directors to be elected by the holders of investment shares, and not a minimum and maximum number of directors; (b) each shareholder who is entitled to vote at an election of directors by holders of investment shares has the right to cast a number of votes equal to the number of votes attached to the investment shares held by that shareholder multiplied by the number of directors to be elected, and the shareholder may cast all the votes in favour of one candidate or distribute them among the candidates in any manner; (c) a separate vote of shareholders must be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting two or more persons to be elected by a single resolution; (d) if a shareholder has voted for more than one candidate without specifying the distribution of votes among the candidates, the shareholder is deemed to have distributed their votes equally among the candidates for whom the shareholder voted; (e) if the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes are eliminated until the number of candidates remaining equals the number of positions to be filled; (f) each director ceases to hold office at the close of the first annual meeting after their election of the holders of investment shares entitled to elect that director; (g) a director may only be removed from office if the number of votes cast in favour of the director’s removal is greater than the product of the number of directors and the number of votes cast against the motion; and (h) the number of directors required by the articles may only be decreased if the votes cast in favour of the motion to decrease the number of directors is greater than the product of the number of directors and the number of votes cast against the motion.
Canada Cooperatives Act — C-1.7 135
Power to issue investment shares 135 Subject to this Act, the articles, the by-laws and any unanimous agreement, membership shares may only be issued to members, and investment shares may be issued to any person, at any time and for money or in exchange for any thing or service that the directors may determine.
Canada Cooperatives Act — C-1.7 136
Payment for investment shares 136 (1) A cooperative may not issue an investment share until it is fully paid in money, or past service or any other thing that is not less in value than the fair equivalent of the money that the cooperative would have received if the investment share had been issued for money, but neither a promissory note nor a promise to pay made by a person to whom the investment shares are issued or a person not dealing at arm’s length with that person is acceptable in payment of an investment share. Payment for membership shares (2) Membership shares may be paid for in money, or past service or any other thing that is not less in value than the fair equivalent of the money that the cooperative would have received if the membership share had been issued for money.
Canada Cooperatives Act — C-1.7 137
Borrowing 137 Unless the articles, the by-laws or a unanimous agreement provide otherwise, the directors may, subject to subsection 126(2), without the authorization of the members or shareholders, (a) borrow money; (b) give debt obligations; (c) give guarantees; (d) create security interests in its property; and (e) despite paragraph 108(e) and subsection 109(3), delegate any power referred to in any of paragraphs (a) to (d). 1998, c. 1, s. 137; 2001, c. 14, s. 180; 2011, c. 21, s. 83(F)
Canada Cooperatives Act — C-1.7 138
Stated capital account 138 (1) A cooperative that is authorized to issue shares must maintain a stated capital account for each class and series of shares that it issues. Amounts (2) A cooperative must add to the appropriate stated capital account the full amount of any money, or the value or any thing or service, that it receives for shares it issues. Exception for non-arm’s length transactions (3) Despite subsection (2), a cooperative may, subject to subsection (4), add to the stated capital accounts maintained for the shares of classes or series the whole or any part of the amount of the money, or the value of the things and services, it receives in an exchange if the cooperative issues shares (a) in exchange for (i) property of a person who immediately before the exchange did not deal with the cooperative at arm’s length within the meaning of that expression in the Income Tax Act , (ii) shares of, or another interest or right in, an entity that immediately before the exchange, or that because of the exchange, did not deal with the cooperative at arm’s length within the meaning of that expression in the Income Tax Act , or (iii) property of a person who, immediately before the exchange, dealt with the cooperative at arm’s length within the meaning of that expression in the Income Tax Act , if the person, the cooperative and all the holders of shares in the class or series of shares so issued consent to the exchange; or (b) under an amalgamation or arrangement, or to members or shareholders of an amalgamating body corporate who receive the shares in addition to or instead of securities of the amalgamated cooperative. Limit on addition to a stated capital account (4) On the issue of a share, a cooperative may not add to a stated capital account in respect of the share it issues an amount greater than the amount of the money, or the value of the thing or service, it received for the share. Constraint on addition to a stated capital account (5) The proposed addition of an amount to a stated capital account maintained by a cooperative in respect of a class or series of shares must be approved in advance by a special resolution of the members and, if the cooperative has issued investment shares, by a separate special resolution of the shareholders, the class of shareholders or the holders of the series of investment shares that is affected by the special resolution, if (a) the amount to be added was not received by the cooperative as consideration for the issue of the shares; and (b) the cooperative has issued shares of more than one class or series that are outstanding. Membership share inclusion (6) For greater certainty, if a cooperative issues membership shares with a par value, the cooperative is deemed, for the purposes of subsection 147(2), sections 151 and 154 and paragraph 299(2)(d), to have a stated capital account for its membership shares that includes each amount that has been received by the cooperative for the membership shares. 1998, c. 1, s. 138; 2001, c. 14, s. 181; 2011, c. 21, s. 84(E)
Canada Cooperatives Act — C-1.7 139
Other additions to stated capital account 139 (1) When a body corporate is continued under this Act, it may add to a stated capital account any money, or the value of any thing or service, received by it for a share it issued. Transitional (2) When a body corporate is continued under this Act, subsection 138(2) does not apply to the money, or the value of things or services, received by it before it was so continued unless the share in respect of which the money, thing or service received is issued after the body corporate is continued. Transitional (3) When a body corporate is continued under this Act, any amount unpaid in respect of a share issued by the body corporate before it was so continued and paid after it was so continued is added to the stated capital account maintained for the shares of that class or series. Continued cooperative (4) For the purposes of subsection 147(2), sections 151 and 154 and paragraph 299(2)(d), when a cooperative is continued under this Act, its stated capital account is deemed to include the amount that would have been included if the cooperative had been incorporated under this Act. Membership shares with a par value (5) When a cooperative is continued under this Act, subsection 138(6) applies if the cooperative has membership shares with a par value. Restriction (6) A cooperative must not reduce its stated capital or any stated capital account except in the manner provided in this Act. 1998, c. 1, s. 139; 2001, c. 14, s. 182
Canada Cooperatives Act — C-1.7 140
Surplus accounts 140 Subject to subsection 138(5), a cooperative continued under this Act may at any time add to a stated capital account any amount it has credited to a retained earnings or other surplus account.
Canada Cooperatives Act — C-1.7 141
Shares not assessable 141 The shares of a cooperative are non-assessable and the members and shareholders are not liable to the cooperative or to its creditors in respect of them.