GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Cooperatives Act — C-1.7 142
Options and rights 142 (1) A cooperative may issue certificates, warrants or other evidence of conversion privileges, options or rights to acquire shares or securities of the cooperative. Conversion for members only (2) A conversion privilege, option or right to acquire membership shares may be granted only to members, and is non-transferable. Conditions (3) The conditions of the conversion privileges, options or rights must be set out in (a) the certificate, warrant or other evidence; or (b) the certificates evidencing the securities to which the conversion privileges, options or rights are attached. Transferability (4) Subject to subsection (2), conversion privileges, options or rights to acquire securities of a cooperative may be made transferable or non-transferable, and options and rights to acquire securities of a cooperative may be made separable or inseparable from any securities to which they are attached.
Canada Cooperatives Act — C-1.7 142.1
Restriction regarding bearer investment shares 142.1 (1) Despite section 142, a cooperative must not issue, in bearer form, a certificate, warrant or other evidence of a conversion privilege, option or right to acquire an investment share of the cooperative. Replacement (2) A cooperative must, on the request of a holder of a certificate, warrant or other evidence of a conversion privilege, option or right to acquire an investment share of the cooperative that is in bearer form and that was issued before the coming into force of this section, issue in exchange to that holder, in registered form, a certificate, warrant or other evidence, as the case may be. 2018, c. 8, s. 61
Canada Cooperatives Act — C-1.7 143
Reserves 143 If the articles limit the number of authorized shares, the cooperative must reserve sufficient authorized shares to meet the exercise of any conversion privileges, or any options or rights issued or granted by the cooperative to acquire shares.
Canada Cooperatives Act — C-1.7 144
Holding own shares 144 (1) Subject to sections 145 to 149, a cooperative may not (a) hold any shares in itself or in its holding body corporate; or (b) permit any of its subsidiaries to hold shares in the cooperative, other than the minimum number of membership shares required by the by-laws of the cooperative to qualify for membership in it. Disposal of shares (2) A cooperative must cause any subsidiary that holds shares in the cooperative contrary to subsection (1) to dispose of those shares no later than five years after the date on which (a) it became a subsidiary; or (b) the cooperative was continued under this Act.
Canada Cooperatives Act — C-1.7 145
Exception for holding own shares 145 (1) A cooperative may, and may permit its subsidiaries to, hold, in the capacity of a personal representative, shares in itself or in its holding body corporate only if the cooperative, holding body corporate or subsidiary does not have a beneficial interest in the shares. Holding shares by way of security (2) A cooperative may hold shares in itself or its holding body corporate by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money. 1998, c. 1, s. 145; 2011, c. 21, s. 85
Canada Cooperatives Act — C-1.7 146
Redemption of membership shares 146 Subject to section 149, a cooperative may at any time redeem any of its membership shares, if issued on a par-value basis at par value and if issued on a no-par-value basis in accordance with the price or formula that is set out in its articles, or, if no such price or formula is set out in the articles, at a fair value.
Canada Cooperatives Act — C-1.7 147
Acquisition of investment shares 147 (1) Subject to its articles and to subsection (2), a cooperative may at any time acquire any investment share issued by it. Limitation (2) A cooperative may not make a payment to acquire investment shares if there are reasonable grounds to believe that (a) the cooperative is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the cooperative’s assets after the payment would be less than the total of the stated capital of all its issued shares and its liabilities. Redemption of investment shares (3) Subject to section 149, a cooperative may at any time redeem any of its investment shares that are redeemable, in accordance with any price or formula that may be set out in its articles or, if the articles do not so provide, at fair market value. 1998, c. 1, s. 147; 2001, c. 14, s. 183(F)
Canada Cooperatives Act — C-1.7 148
Alternative share acquisition 148 Despite section 146 and subsection 147(2), but subject to section 149 and to its articles, a cooperative may acquire shares issued by it (a) to satisfy the claim of members or shareholders who dissent under section 302; (b) to comply with an order under section 340; (c) to settle or compromise a debt or claim asserted by the cooperative; (d) to eliminate fractional shares; or (e) to fulfil the terms of a non-assignable option or obligation to purchase shares owned by a director, officer or employee.
Canada Cooperatives Act — C-1.7 149
Limitation on acquisition or redemption 149 A cooperative may not make a payment to acquire or redeem a share under section 146 or 148 if there are reasonable grounds to believe that (a) the cooperative is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the cooperative’s assets after the payment would be less than the total of (i) its liabilities, and (ii) the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or liquidation, rateably with or in priority to the holders of the shares to be purchased or redeemed.
Canada Cooperatives Act — C-1.7 150
Cancellation or resurrection of shares 150 Shares of a cooperative that are redeemed or otherwise acquired by it are cancelled or, if the articles limit the number of authorized shares, restored to the status of unissued shares.
Canada Cooperatives Act — C-1.7 151
Reduction of capital 151 (1) Subject to subsection (2), a cooperative may reduce its stated capital for any purpose, by special resolution of its members and, if an investment share is proposed to be affected by the reduction, by the holders of the investment shares. Limitation on reductions (2) A cooperative may not reduce its stated capital if there are reasonable grounds to believe that (a) the cooperative is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the cooperative’s assets after the reduction would be less than the total of its liabilities. Exception (3) Subsection (2) does not apply to a reduction of stated capital that is not represented by realizable assets. If several stated capital accounts (4) If a cooperative maintains more than one stated capital account, the special resolution to reduce stated capital required by subsection (1) must specify the stated capital account or accounts from which the reduction will be deducted. Court order (5) A creditor of a cooperative may apply to a court for an order compelling a person (a) to pay to the cooperative an amount equal to any liability of the person that was extinguished or reduced contrary to this section; or (b) to pay or deliver to the cooperative any money or property that was paid or distributed to the person as a consequence of a reduction of stated capital made contrary to this section. Limitation period (6) No action may be commenced to enforce a liability imposed by this section more than two years after the date of the act complained of.
Canada Cooperatives Act — C-1.7 153
Form of dividend 153 (1) A cooperative may pay a dividend by issuing fully paid shares of the cooperative and, subject to section 154, a cooperative may pay a dividend in money or property, except that membership shares may only be issued to members. Stated capital account (2) If shares of a cooperative are issued in payment of a dividend, the declared amount of the dividend stated as an amount of money must be added to the stated capital account.
Canada Cooperatives Act — C-1.7 154
Limitation on paying dividends 154 A cooperative may not declare or pay a dividend if there are reasonable grounds to believe that (a) the cooperative is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the cooperative’s assets after payment of the dividend would be less than the total of its liabilities and the stated capital of all its issued shares.
Canada Cooperatives Act — C-1.7 155
Patronage returns 155 (1) A cooperative may allocate among and credit or pay to the members, as a patronage return, all or a part of the surplus arising from the operations of the cooperative in a financial year in proportion to the business done by the members with or through the cooperative in that financial year, calculated in the manner described in subsection (2) at a rate set by the directors. Calculation of patronage (2) For the purpose of subsection (1), the directors may calculate the amount of the business done by each member with or through a cooperative in a financial year by taking into account (a) the quantity, quality, kind and value of things bought, sold, handled, marketed or dealt in by the cooperative; (b) the services rendered (i) by the cooperative on behalf of or to the member, and (ii) by the member on behalf of or to the cooperative; and (c) differences that are, in the opinion of the directors, appropriate for different classes, grades or qualities of things and services. Non-member patronage allocation (3) The by-laws may provide that a cooperative may allocate among and credit or pay to persons who use the services of the cooperative but who are not members a share of any surplus at a rate that is equal to or less than the rate at which the surplus is distributed to members. Calculation of non-member patronage (4) If a cooperative allocates among and credits or pays to persons referred to in subsection (3) a share of any surplus, the directors must calculate the business done by the non-member patrons in the manner described in subsection (2).
Canada Cooperatives Act — C-1.7 156
Investment of patronage return 156 (1) A cooperative may, by by-law, provide that the whole, or any part that the directors may determine, of the patronage return of each member in respect of each financial year be applied to the purchase for the member of membership or investment shares in the cooperative. Contents of by-law (2) The by-law must provide for the giving of notice to each member of the number of shares purchased or to be purchased for the member, the manner of issuance or transfer of shares, the payment for the shares out of the patronage returns of members and, if applicable, the issuance and forwarding of certificates to members representing shares so issued or transferred. Price of shares (3) No member is required under this section to purchase membership shares, in the case of membership shares with a par value, at a price in excess of their par value, and in the case of membership shares with no par value or investment shares, (a) if the articles provide for a fixed price or a price determined in accordance with a formula, in excess of that price; and (b) in any other case, in excess of the fair value of the membership shares or the fair market value of the investment shares. Stated capital account (4) If shares of a cooperative are issued in payment of a patronage return, the amount of the patronage return, stated as an amount of money, must be added to the stated capital account.
Canada Cooperatives Act — C-1.7 157
Loans from patronage returns 157 A cooperative may, by by-law, require its members to lend to it the whole, or any part that the directors may determine, of the patronage returns to which they may become entitled in each financial year, on the terms and at the rate of interest that the directors determine, so long as the rate of interest does not exceed the rate that is provided in the by-laws.
Canada Cooperatives Act — C-1.7 158
Insolvent cooperative 158 If a cooperative is unable to pay its liabilities as they become due, no member need, under section 157, lend a patronage return to the cooperative, and no member need purchase shares under section 156.
Canada Cooperatives Act — C-1.7 159
Marketing plans 159 (1) Subject to subsection (3), this section applies to a cooperative and its members if the members are required by a marketing plan established under an Act of Parliament or of the legislature of a province to sell or deliver things or render services to or through a producer board or a marketing commission or agency. Patronage returns (2) For the purposes of allocating, crediting and paying patronage returns among or to members and of making payments to members as part of the price or proceeds of their things or services, the members referred to in subsection (1) are deemed to have sold and delivered the things or to have rendered the services, or, if the by-laws so specify, any portion or category of the things or services, to the cooperative. Conditions (3) The by-laws of a cooperative may provide that this section does not apply to a member until any conditions with respect to the delivery of things or rendering of services set out in the by-laws are fulfilled.
Canada Cooperatives Act — C-1.7 161
Enforcement of contract to buy shares 161 (1) A cooperative must fulfil its obligations under a contract to buy shares of the cooperative, except if the cooperative can prove that enforcement of the contract would put it in breach of subsection 147(2) or section 149. Right of claimant (2) Until the cooperative has fulfilled all its obligations under a contract referred to in subsection (1), the other party retains the status of claimant entitled to be paid as soon as the cooperative is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors and to the rights of any class of shareholders whose rights were in priority to the rights given to the class of investment shares being purchased, but in priority to the rights of members and other shareholders.
Canada Cooperatives Act — C-1.7 162
Debt obligations 162 (1) Debt obligations issued by a cooperative are not redeemed by reason only that the indebtedness evidenced by the debt obligation is repaid. Cancellation, etc. (2) Debt obligations issued by a cooperative and purchased, redeemed or otherwise acquired may be cancelled or may secure any obligation of the cooperative then existing or later incurred.
Canada Cooperatives Act — C-1.7
form of proxy means a written or printed form that, on completion and execution or, in Quebec, on signing by or on behalf of a shareholder, becomes a proxy. ( formulaire de procuration )
Canada Cooperatives Act — C-1.7 (a)
intermediary means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes (a) a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction; (b) a securities depositary; (c) a financial institution; (d) in respect of a clearing agency, a securities dealer, trust company, bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominees hold securities of an issuer; (e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act ; (f) a nominee of a person referred to in any of paragraphs (a) to (e); and (g) a person who carries out functions similar to those carried out by individuals or entities referred to in any of paragraphs (a) to (e) and that holds a security registered in its name, or in the name of its nominee, on behalf of another person who is not the registered holder of the security. ( intermédiaire )
Canada Cooperatives Act — C-1.7 (a)
solicit or solicitation (a) includes (i) a request for a proxy whether or not accompanied by or included in a form of proxy, (ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy, (iii) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and (iv) the sending of a form of proxy to a shareholder under section 165; but (b) does not include (i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder, (ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy, (iii) the sending by an intermediary of the documents referred to in section 169, (iv) a solicitation by a person in respect of investment shares of which they are the beneficial owner, (v) a public announcement, as prescribed, by a shareholder of how the shareholder intends to vote and the reasons for that decision, (vi) a communication for the purposes of obtaining the number of investment shares required for a proposal under subsection 58(2.1), or (vii) a communication, other than a solicitation by or on behalf of the management of the cooperative, that is made to shareholders, in any circumstances that may be prescribed. ( sollicitation )
Canada Cooperatives Act — C-1.7
solicitation by or on behalf of the management of a cooperative means a solicitation by a person pursuant to a resolution or instructions of, or with the acquiescence of, the directors or a committee of directors. ( sollicitation effectuée par la direction ou pour son compte )
Canada Cooperatives Act — C-1.7 164
Appointing proxyholder 164 (1) A shareholder who is entitled to vote at a meeting of shareholders may appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Execution or signature of proxy (2) For a proxy to be valid, it must be executed or, in Quebec, signed by the shareholder or by their personal representative authorized in writing. Validity of proxy (3) A proxy is valid only at the meeting in respect of which it is given or at any adjournment of that meeting. Revocation of proxy (4) A shareholder may revoke a proxy (a) by depositing a document in writing executed or, in Quebec, signed by the shareholder or by their personal representative authorized in writing (i) at the registered office of the cooperative at any time up to and including the last business day before the day of the meeting or adjournment at which the proxy is to be used, or (ii) with the chairperson of the meeting on the day of the meeting or adjournment; or (b) in any other manner permitted by law. Deposit of proxies (5) The directors may specify in a notice calling a meeting of shareholders a time not more than 48 hours, excluding Saturdays and holidays, before the meeting or adjournment before which time proxies to be used at the meeting must be deposited with the cooperative or its agent or mandatary. 1998, c. 1, s. 164; 2001, c. 14, s. 186; 2011, c. 21, s. 87(E)
Canada Cooperatives Act — C-1.7 165
Mandatory solicitation 165 (1) Subject to subsection (2), the management of a cooperative shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder who is entitled to receive notice of the meeting. Exception (2) The management of a cooperative is not required to send a form of proxy under subsection (1) if (a) it is not a distributing cooperative; and (b) it has fifty or fewer shareholders entitled to vote at a meeting, two or more joint holders being counted as one shareholder. 1998, c. 1, s. 165; 2001, c. 14, s. 187
Canada Cooperatives Act — C-1.7 166
Soliciting proxies 166 (1) No person may solicit a proxy unless the applicable circular described in subsection (2) is sent to the auditor of the cooperative, to each shareholder whose proxy is solicited, to each director and, if paragraph (2)(b) applies, to the cooperative. Circulars (2) The circular that is to be sent under subsection (1) is (a) in the case of solicitation by or on behalf of the management of a cooperative, a management proxy circular in the prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting; and (b) in the case of any other solicitation, a dissident’s proxy circular in the prescribed form stating the purposes of the solicitation. Copy to Director (3) When a management proxy circular or dissident’s proxy circular is sent, a copy of it must be sent to the Director together with a statement in the prescribed form and a copy of any notice of meeting, form of proxy and any other documents for use in connection with the meeting. Solicitation to fifteen or fewer shareholders (4) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the cooperative, without sending a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is fifteen or fewer, two or more joint holders being counted as one shareholder. Solicitation by public broadcast (4.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the cooperative, without sending a dissident’s proxy circular, if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication. When all shareholders are members (5) A management proxy circular need not be sent (a) if all the shareholders of a cooperative are members; and (b) if management has sent to the shareholders substantially the same information as that required to be sent in the circular, not less than twenty-one days or more than sixty days before the meeting at which the vote to which the circular relates is to be held. 1998, c. 1, s. 166; 2001, c. 14, s. 188
Canada Cooperatives Act — C-1.7 167
Exemption 167 (1) On the application of any interested person, the Director may exempt, on any terms that the Director thinks fit, the person from any of the requirements of section 165 or subsection 166(1) or 169(1). The exemption may have retroactive effect. (2) [Repealed, 2018, c. 8, s. 62] 1998, c. 1, s. 167; 2001, c. 14, s. 189; 2018, c. 8, s. 62
Canada Cooperatives Act — C-1.7 168
Attendance at meeting 168 (1) An individual who solicits a proxy and is appointed proxyholder shall attend the meeting in respect of which the proxy is given in person, or cause an alternate proxyholder to attend it, and shall comply with the directions of the shareholder who appointed the proxyholder. Rights of a proxyholder (2) A proxyholder or an alternate proxyholder has the same rights as the shareholder who appointed the proxyholder to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except if the proxyholder or alternate proxyholder has conflicting instructions from more than one shareholder, to vote at the meeting in respect of any matter by a show of hands. Show of hands (3) Despite subsections (1) and (2), if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what to the knowledge of the chairperson will be the decision of the meeting in relation to any matter or group of matters is less than five per cent of all the votes that might be cast by shareholders present in person or represented by proxy at the meeting on the ballot, unless a shareholder or proxyholder demands a ballot, (a) the chairperson may conduct the vote in respect of that matter or group of matters by a show of hands; and (b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by a show of hands.