GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Cooperatives Act — C-1.7 91
Notice of change of director or director’s address 91 (1) A cooperative must, within fifteen days after (a) a change is made among its directors, or (b) it receives a notice of change of address of a director referred to in subsection (2), send to the Director a notice, in the form that the Director fixes, setting out the change. Director’s change of address (2) A director must, within fifteen days after changing his or her address, send the cooperative a notice of that change. Application to court (3) Any interested person, or the Director, may apply to a court for an order to require a cooperative to comply with subsection (1), and the court may so order and make any further order it thinks fit. 1998, c. 1, s. 91; 2001, c. 14, s. 162
Canada Cooperatives Act — C-1.7 92
Place of meetings 92 (1) The directors may meet at any place unless the articles or by-laws provide otherwise. Notice of meeting (2) Unless the by-laws provide otherwise, notice of the time and place of a meeting of directors must be given to every director by sending the notice not less than ten days before the date of the meeting to the latest address of the director as shown on the records of the cooperative.
Canada Cooperatives Act — C-1.7 93
Content of notice 93 Notice of a meeting of directors must specify the time and place of the meeting but need not specify the matter to be dealt with at the meeting, unless the matter is one listed in subsection 109(3).
Canada Cooperatives Act — C-1.7 94
Waiver of notice 94 A director may, in any manner, waive notice of a meeting of directors and attendance at a meeting constitutes waiver of notice unless the director is attending for the purpose of objecting to the meeting on the ground that it was not lawfully called.
Canada Cooperatives Act — C-1.7 95
Adjourned meeting 95 There is no need to give notice for the continuation of a meeting of directors that is adjourned or for a meeting of directors that immediately follows an annual meeting.
Canada Cooperatives Act — C-1.7 96
Quorum 96 Unless the articles, the by-laws or a unanimous agreement provides for a greater proportion, a majority of the number or minimum number of directors, subject to section 97, constitutes a quorum at any meeting of directors or of a committee of directors, and, despite any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.
Canada Cooperatives Act — C-1.7 97
Quorum 97 (1) To constitute a quorum, (a) at least twenty-five per cent of the directors at the meeting must be resident in Canada or, if the cooperative has only three directors, at least one of the directors at the meeting must be resident in Canada; and (b) a majority of the directors at the meeting must be members of the cooperative, or representatives of members that are entities or members of members that are cooperative entities. Exception (2) Despite subsection (1), a meeting of directors may be held without the number of directors resident in Canada required under that subsection if (a) a director who is resident in Canada and who is not present approves, in writing or by telephonic, electronic or other communication facilities, the business transacted at the meeting; and (b) the required number would have been present had that director been present at the meeting. 1998, c. 1, s. 97; 2001, c. 14, s. 163
Canada Cooperatives Act — C-1.7 98
Participation 98 (1) Subject to the by-laws, a director may, in accordance with the regulations, if any, participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. Presence (2) A director participating in a meeting by a means referred to in subsection (1) is deemed to be present at the meeting. 1998, c. 1, s. 98; 2001, c. 14, s. 164
Canada Cooperatives Act — C-1.7 99
Validity of acts 99 No act of a director or officer is invalid by reason only of an irregularity in the person’s election or appointment or because the director or officer is not qualified to be one.
Canada Cooperatives Act — C-1.7 100
Resolution in lieu of meeting 100 (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or of a committee of directors, is as valid as if it had been passed at a meeting of directors or of a committee of directors. Copy of resolutions (2) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meetings of the directors or committee of directors. Evidence (3) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. 1998, c. 1, s. 100; 2001, c. 14, s. 165
Canada Cooperatives Act — C-1.7 101
Directors’ liability 101 (1) Directors who vote for or consent to a resolution authorizing the issue of a membership share or an investment share in exchange for a thing or service other than money are jointly and severally, or solidarily, liable to the cooperative to make good any amount by which the thing or service received is less than the fair equivalent of the money that the cooperative would have received if the membership share or investment share had been issued for money on the date of the resolution. Exemption (2) A director is not liable under subsection (1) if the director proves that he or she did not know and could not reasonably have known that the membership share or investment share was issued for a thing or service less than the fair equivalent of the money that the cooperative would have received if the membership share or investment share had been issued for money on the date of the resolution. Further liability (3) Directors who vote for or consent to resolutions authorizing any of the following matters are jointly and severally, or solidarily, liable to restore to the cooperative any amounts so distributed or paid and not otherwise recovered by the cooperative: (a) a redemption or other acquisition of shares or the repayment of member loans contrary to this Act; (b) a commission contrary to this Act; (c) a payment of a dividend, a patronage return or interest contrary to this Act; (d) [Repealed, 2001, c. 14, s. 166] (e) a payment of an indemnity contrary to this Act; or (f) any other payment contrary to this Act. Contribution (4) A director who satisfies a judgment for a debt owed under this section is entitled to contribution from the other directors who were liable for the debt. Recovery (5) A director who is liable under subsection (3) may apply to a court for an order to recover any money or property referred to in paragraphs (3)(a) to (f). Order of court (6) A court may, on application under subsection (5), if it is satisfied that it is equitable to do so, (a) order any person to pay or deliver to the director any money or property referred to in paragraphs (3)(a) to (f) that was paid or distributed to that person; (b) order a cooperative to return or issue membership shares or investment shares to a person from whom the cooperative redeemed or otherwise acquired membership shares or investment shares; (c) order any person to repay to the cooperative the amount of a member loan that was repaid; or (d) make any further order that it sees fit. Limitation period (7) An action to enforce a liability imposed by this section may not be commenced more than two years after the date of the resolution authorizing the action complained of. 1998, c. 1, s. 101; 2001, c. 14, s. 166
Canada Cooperatives Act — C-1.7 102
Liability for wages 102 (1) Subject to this section and any other applicable law, each director is jointly and severally, or solidarily, liable to the employees of the cooperative for all debts payable to them for services performed while the director held office. (2) [Repealed, 2001, c. 14, s. 167] Amount of liability (3) The amount of the liability under this section may not exceed six months wages in the case of each employee. Conditions precedent (4) A director is not liable under this section unless (a) the cooperative was sued for the debt within six months after it became due and execution was returned unsatisfied in whole or in part; (b) the cooperative has commenced liquidation or dissolution proceedings or was dissolved and a claim for the debt was proved no later than six months after the earlier of the date of commencement of the proceedings and the date of the dissolution; or (c) the cooperative made an assignment or was made subject to a bankruptcy order under the Bankruptcy and Insolvency Act and a claim for the debt was proved no later than six months after the date of the assignment or bankruptcy order. Limitation period (5) A director is not liable under this section unless he or she is sued while holding office or no later than two years after ceasing to be a director. Amount due after execution (6) If execution referred to in paragraph (4)(a) has issued, the amount recoverable from the director is the amount remaining unsatisfied after execution. Subrogation of director (7) A director who pays a debt owed under this section that is proven in liquidation and dissolution or bankruptcy proceedings is subrogated to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and (b) elsewhere in Canada, entitled to an assignment of the judgment. Contribution (8) A director who pays a debt owed under this section is entitled to contribution from the other directors who were liable for the debt. 1998, c. 1, s. 102; 2001, c. 14, s. 167; 2004, c. 25, s. 188; 2011, c. 21, s. 77
Canada Cooperatives Act — C-1.7 104
Voting 104 (1) A director who is interested in a contract or transaction referred to in subsection 103(1) may not vote on any resolution to approve the contract or transaction. Exception (2) Subsection (1) does not apply to (a) a contract or transaction that relates primarily to the director’s remuneration as a director, officer, employee or agent or mandatary of the cooperative or of one of its subsidiaries; or (b) a contract for indemnity or insurance under section 113. 1998, c. 1, s. 104; 2001, c. 14, s. 169
Canada Cooperatives Act — C-1.7 105
Continuing disclosure 105 For the purposes of section 103, a general notice to the directors declaring that the director or officer is a director or officer of an entity or acting in a similar capacity, or has a material interest in an entity, or that there has been a change in the nature of their interest in the entity, and that the director or officer is therefore to be regarded as interested in a contract or transaction made with that entity, as declared in the notice, is a sufficient declaration of interest in a contract or transaction so made.
Canada Cooperatives Act — C-1.7 106
Effect of disclosure 106 A contract or transaction for which disclosure is required under section 103 is not invalid, and the director or officer is not accountable to the cooperative, its members or its shareholders for any profit realized from the contract or transaction, because of the director’s or officer’s interest in the contract or transaction or because the director was present or was counted to determine whether a quorum existed at the meeting of directors or committee of directors that considered the contract or transaction, if (a) disclosure of the interest was made in accordance with sections 103 to 105; (b) the directors approved the contract or transaction; and (c) the contract or transaction was reasonable and fair to the cooperative when it was approved. 1998, c. 1, s. 106; 2001, c. 14, s. 170
Canada Cooperatives Act — C-1.7 106.1
Confirmation 106.1 Even if the conditions of section 106 are not met, a director or officer, acting honestly and in good faith, is not accountable to the cooperative, its members or its shareholders for any profit realized from a contract or transaction for which disclosure is required under section 103 and the contract or transaction is not invalid by reason only of the interest of the director or officer in the contract or transaction if (a) the contract or transaction is approved or confirmed by special resolution at a meeting of the members; (b) disclosure of the interest was made to the members in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and (c) the contract or transaction was reasonable and fair to the cooperative when it was approved or confirmed. 2001, c. 14, s. 170
Canada Cooperatives Act — C-1.7 107
Court order 107 If a director or officer of a cooperative fails to disclose an interest in a material contract or transaction in accordance with section 103, or otherwise fails to comply with sections 103 to 106.1, a court may, on the application of the cooperative or a member or shareholder, set aside the contract or transaction on any terms that it thinks fit or order that the director or officer account to the cooperative, its members or its shareholders for any profit realized from the contract or transaction. 1998, c. 1, s. 107; 2001, c. 14, s. 170
Canada Cooperatives Act — C-1.7 108
Officers 108 Subject to the articles, the by-laws and any unanimous agreement, the directors may (a) designate the offices of the cooperative; (b) specify the powers and duties of each office; (c) appoint any individual of full capacity, including a director, to be an officer; (d) appoint one individual to hold more than one office; and (e) delegate to the officers the power to manage the business and affairs of the cooperative, except a power referred to in subsection 109(3).
Canada Cooperatives Act — C-1.7 109
Appointment of managing director or committee 109 (1) The directors may appoint from among themselves a managing director or any committee they consider necessary. Residency (2) The managing director must be resident in Canada. Delegation (3) The directors may delegate to a managing director or a committee composed of at least three directors any powers of the directors, except the power to (a) fill a vacancy among the directors or in the office of the auditor, or appoint additional directors; (b) declare dividends on shares, interest on member loans or patronage returns; (c) approve a financial statement of the cooperative; (d) submit to the persons who are entitled to vote on them questions or matters required to be approved at a meeting of the cooperative; (e) make decisions that by this Act, the articles or a unanimous agreement are required to be made by a vote of greater than a majority of the directors; (f) redeem or otherwise acquire shares issued by the cooperative; (g) pay a commission referred to in section 128, except as authorized by the directors; (h) approve a management proxy circular referred to in Part 9; (i) issue securities, except in the manner and on the terms authorized by the directors; or (j) issue investment shares of a series under section 126 except as authorized by the directors. Powers (4) A committee referred to in subsection (1) may exercise the powers that have been delegated to it subject to any restrictions imposed by the directors. Membership on committee (5) A director who is appointed to a committee may remain on the committee until the appointment is revoked or the person ceases to be a director. Duties (6) A committee appointed under this section must (a) fix its quorum at not less than a majority of its members; (b) keep minutes of its proceedings; and (c) report, at each meeting of the directors, on the proceedings of the committee since the last meeting of the directors. 1998, c. 1, s. 109; 2001, c. 14, s. 171
Canada Cooperatives Act — C-1.7 110
Deemed assent 110 (1) A director who is present at a meeting of directors is deemed to have consented to any resolution made or action taken at the meeting unless (a) the director requests that a dissent be entered in the minutes of the meeting or the dissent is so entered; (b) the director sends a written dissent to the secretary of the meeting before it is adjourned; or (c) the director sends a written dissent by confirmed delivery service or delivers it personally, to the registered office of the cooperative immediately after the meeting is adjourned. Loss of right to dissent (2) A director who votes for or expressly consents to a resolution or action taken at a meeting is not entitled to later dissent. Deemed assent of absent director (3) A director who is not present at a meeting of directors is deemed to have consented to any resolution made or action taken at the meeting unless the director, within seven days after becoming aware of the resolution or action, (a) causes a dissent to be entered in the minutes of the meeting; or (b) sends a written dissent by confirmed delivery service or delivers it personally, to the registered office of the cooperative.
Canada Cooperatives Act — C-1.7 111
Due diligence 111 A director is not liable under this Part if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on (a) financial statements of the cooperative represented to the director by an officer of the cooperative or in a written report of the auditor of the cooperative fairly to reflect the financial condition of the cooperative; or (b) a report of a person whose profession lends credibility to a statement made by the professional person. 1998, c. 1, s. 111; 2001, c. 14, s. 172
Canada Cooperatives Act — C-1.7 112
Remuneration 112 Unless the articles, the by-laws or a unanimous agreement provides otherwise, the directors may fix the remuneration of the directors, officers and employees of the cooperative.
Canada Cooperatives Act — C-1.7 113
Indemnification 113 (1) A cooperative may indemnify an individual who is or was a director or officer of the cooperative, or who acts or acted at the cooperative’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a claim, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved by reason of their association with the cooperative or entity. Advance of costs (2) A cooperative may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual must repay the moneys if the individual did not fulfil the conditions of subsection (3), unless the members and shareholders decide, by separate resolutions, that the individual need not repay the moneys. Limitation (3) A cooperative may not indemnify an individual under subsection (1) unless the individual (a) acted honestly and in good faith with a view to the best interests of the cooperative, or, as the case may be, to the best interests of the entity for which the individual acted as director or officer or in a similar capacity at the cooperative’s request; and (b) in the case of a criminal or administrative proceeding, had reasonable grounds for believing that the individual’s conduct was lawful. Derivative action (4) A cooperative may not indemnify an individual under subsection (1) or advance costs under subsection (2) in respect of an action by or on behalf of the cooperative or entity unless a court so orders. Right to indemnity (5) An individual referred to in subsection (1) is entitled to indemnity from the cooperative for the costs, charges and expenses referred to in that subsection if the individual (a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and (b) fulfils the conditions in subsection (3). Insurance (6) A cooperative may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual by reason of being or having been a director or officer of the cooperative, having been a director or officer of another entity or having acted in a similar capacity, if the individual acts or acted in that capacity at the cooperative’s request. 1998, c. 1, s. 113; 2001, c. 14, s. 173
Canada Cooperatives Act — C-1.7 114
Application to court 114 (1) A court may, on application of a cooperative or an individual referred to in subsection 113(3), approve an indemnity under section 113 and make any further order that it sees fit. Notice (2) On an application under subsection (1), the court may order notice to be given to any interested person and the person is entitled to appear and be heard in person or by counsel.
Canada Cooperatives Act — C-1.7 115
Restricting powers of directors 115 (1) A provision in the articles of the cooperative or in a unanimous agreement that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the business and affairs of the cooperative or vests, in whole or in part, but only in members and subject to subsection 76(1), those powers, is valid. Deemed unanimous agreement (2) For the purpose of subsection (1), a unanimous agreement to which another person is also a party is deemed to be a unanimous agreement. Investment shareholders (3) A purchaser or transferee of an investment share that is subject to a unanimous agreement is deemed to be party to the unanimous agreement. When no notice given (4) If notice is not given to the purchaser or transferee of the existence of a unanimous agreement, in the manner referred to in subsection 183(2) or otherwise, the purchaser or transferee may, no later than thirty days after they become aware of its existence, rescind the transaction by which they acquired the investment shares. Rights of members (5) To the extent that a provision in the articles of the cooperative, or in a unanimous agreement, restricts the powers of the directors to manage, or supervise the management of, the business and affairs of the cooperative, members who are given that power to manage or supervise the management of the business and affairs of the cooperative have all the rights, powers, duties and liabilities of directors, whether they arise under this Act or otherwise, including any defences available to the directors, and the directors are relieved of their rights, powers, duties and liabilities, including their liabilities under section 102, to the same extent. Discretion of shareholders (6) Nothing in this section prevents members from fettering their discretion when exercising the powers of directors under a unanimous agreement. (7) and (8) [Repealed, 2001, c. 14, s. 174] 1998, c. 1, s. 115; 2001, c. 14, s. 174
Canada Cooperatives Act — C-1.7 116
Loan capital 116 The capital of a cooperative without membership shares may be in the form of member loans and those loans may be in the amounts, payable at the times, and with or without interest, that the articles of the cooperative provide.
Canada Cooperatives Act — C-1.7 117
Membership shares 117 A cooperative with membership shares must have one class of membership shares, designated as such in the articles.