GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Cooperatives Act — C-1.7 169
Duty of intermediary 169 (1) Shares of a cooperative that are registered in the name of an intermediary or a nominee of an intermediary and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the notice of the meeting, management proxy circular, dissident’s proxy circular and any other documents other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting, sends a copy of the document to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for those instructions. Restriction on voting (2) An intermediary, or a proxyholder appointed by an intermediary, may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or in the name of a nominee of the intermediary unless the intermediary or proxyholder, as the case may be, receives written voting instructions from the beneficial owner. Copies (3) A person by or on behalf of whom a solicitation is made must provide, at the request of an intermediary, without delay, to the intermediary at the person’s expense the necessary number of copies of the documents referred to in subsection (1), other than copies of the document requesting voting instructions. Instructions to intermediary (4) An intermediary shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner. Beneficial owner as proxyholder (5) If a beneficial owner so requests and provides an intermediary with appropriate documentation, the intermediary must appoint the beneficial owner or a nominee of the beneficial owner as proxyholder. Validity (6) The failure of an intermediary to comply with this section does not render null or void any meeting of shareholders or any action taken at the meeting. Limitation (7) Nothing in this section gives an intermediary the right to vote shares that the intermediary is otherwise prohibited from voting. 1998, c. 1, s. 169; 2001, c. 14, s. 190
Canada Cooperatives Act — C-1.7 170
Restraining order 170 (1) If a form of proxy, management proxy circular or dissident’s proxy circular contains an untrue statement of a material fact or omits to state a material fact required in it or necessary to make a statement contained in it not misleading in the light of the circumstances in which it was made, the Director or any other interested person may apply to a court and the court may make any order it thinks fit, including (a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on a resolution passed at the meeting to which the form of proxy, management proxy circular or dissident’s proxy circular relates; (b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and (c) an order adjourning the meeting. Notice to Director (2) An applicant under this section must give the Director notice of the application and the Director is entitled to appear and to be heard in person or by counsel.
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Interpretation 171 (1) The definitions in this subsection apply in this Part. business combination means an acquisition of all or substantially all the property of one entity by another, or an amalgamation of two or more entities, or any similar reorganization between or among two or more entities. ( regroupement d’entreprises ) insider means, except in section 173, (a) a director or officer of a distributing cooperative; (b) a director or officer of a subsidiary of a distributing cooperative; (c) a director or officer of an entity that enters into a business combination with a distributing cooperative; and (d) a person employed or retained by a distributing cooperative. ( initié ) officer means the chairperson of the board of directors, president, vice-president, secretary, treasurer, comptroller, general counsel, general manager, managing director, or any other individual who performs functions for an entity similar to those normally performed by an individual occupying any of those offices. ( dirigeant ) share means an investment share that carries voting rights under the articles or in the circumstances in which voting rights are exercisable with respect to it under this Act, and includes (a) a security currently convertible into such an investment share; and (b) currently exercisable options and rights to acquire such an investment share or such a convertible security. ( part ) Further interpretation (2) For the purposes of this Part, (a) a director or an officer of an entity that beneficially owns, directly or indirectly, shares of a distributing cooperative, or that exercises control or direction over shares of the distributing cooperative, or that has a combination of any such ownership, control and direction, carrying more than the prescribed percentage of voting rights attached to all of the outstanding shares of the distributing cooperative not including shares held by the entity as underwriter while those shares are in the course of a distribution to the public is deemed to be an insider of the distributing cooperative; (b) a director or an officer of an entity, or an individual acting in a similar capacity, that is a subsidiary is deemed to be an insider of its holding distributing cooperative; (c) a person is deemed to beneficially own shares beneficially owned by an entity controlled by them directly or indirectly; (d) an entity is deemed to beneficially own shares beneficially owned by its affiliates; and (e) the acquisition or disposition by an insider of an option or right to acquire a share is deemed to be a change in the beneficial ownership of the share to which the option or right to acquire relates. Membership shares (3) For the purposes of this Part, the sale of membership shares to members or the making of a member loan to a cooperative is not a distribution to the public. (4) [Repealed, 2001, c. 14, s. 191] 1998, c. 1, s. 171; 2001, c. 14, s. 191; 2018, c. 8, s. 64(F)
Canada Cooperatives Act — C-1.7
business combination means an acquisition of all or substantially all the property of one entity by another, or an amalgamation of two or more entities, or any similar reorganization between or among two or more entities. ( regroupement d’entreprises )
Canada Cooperatives Act — C-1.7 (a)
insider means, except in section 173, (a) a director or officer of a distributing cooperative; (b) a director or officer of a subsidiary of a distributing cooperative; (c) a director or officer of an entity that enters into a business combination with a distributing cooperative; and (d) a person employed or retained by a distributing cooperative. ( initié )
Canada Cooperatives Act — C-1.7
officer means the chairperson of the board of directors, president, vice-president, secretary, treasurer, comptroller, general counsel, general manager, managing director, or any other individual who performs functions for an entity similar to those normally performed by an individual occupying any of those offices. ( dirigeant )
Canada Cooperatives Act — C-1.7 (a)
share means an investment share that carries voting rights under the articles or in the circumstances in which voting rights are exercisable with respect to it under this Act, and includes (a) a security currently convertible into such an investment share; and (b) currently exercisable options and rights to acquire such an investment share or such a convertible security. ( part )
Canada Cooperatives Act — C-1.7 172
Prohibition of short sale 172 (1) No insider shall knowingly sell, directly or indirectly, a security of a distributing cooperative or any of its affiliates if the insider selling the security does not own or has not fully paid for the security to be sold. Calls and puts (2) No insider shall knowingly, directly or indirectly, buy a put or sell a call in respect of a security of the cooperative or any of its affiliates. Exception (3) Despite subsection (1), an insider may sell a security that the insider does not own if the insider owns another security convertible into the security sold or an option or right to acquire the security sold and, no later than ten days after the sale, the insider (a) exercises the conversion privilege, option or right and delivers the security so acquired to the purchaser; or (b) transfers the convertible security, option or right to the purchaser. 1998, c. 1, s. 172; 2001, c. 14, s. 192
Canada Cooperatives Act — C-1.7 173
any benefit or advantage received or receivable by the insider as a result of a purchase or sale described in subsection (4) unless the insider establishes the circumstances in paragraph 4(a). Tipping — compensation to persons (6) An insider who discloses to another person confidential information with respect to the cooperative that has not been generally disclosed and that, if generally known, might reasonably be expected to affect materially the value of any of the securities of the cooperative is liable to compensate for damages any person who subsequently sells securities of the cooperative to, or purchases securities of the cooperative from, any person that received the information, unless the insider establishes (a) that the insider reasonably believed that the information had been generally disclosed; (b) that the information was known, or ought reasonably to have been known, to the person who alleges to have suffered the damages; (c) that the disclosure of the information was necessary in the course of the business of the insider, except if the insider is a person described in subsection (2) or (2.1); or (d) if the insider is a person described in subsection (2) or (2.1), that the disclosure of the information was necessary to effect the take-over bid or the business combination, as the case may be. Tipping — compensation to cooperative (7) The insider is accountable to the cooperative for any benefit or advantage received or receivable by the insider as a result of a disclosure of the information as described in subsection (6) unless the insider establishes the circumstances in paragraph (6)(a), (c) or (d). Measure of damages (8) The court may assess damages under subsection (4) or (6) in accordance with any measure of damages that it considers relevant in the circumstances. However, in assessing damages in a situation involving a security of a distributing cooperative, the court must consider the following: (a) if the plaintiff is a purchaser, the price paid by the plaintiff for the security less the average market price of the security over the twenty trading days immediately following general disclosure of the information; and (b) if the plaintiff is a seller, the average market price of the security over the twenty trading days immediately following general disclosure of the information, less the price that the plaintiff received for the security. Liability (9) If more than one insider is liable under subsection (4) or (6) with respect to the same transaction or series of transactions, their liability is joint and several, or solidary. Limitation (10) An action to enforce a right created by subsections (4) to (7) may be commenced only within two years after discovery of the facts that gave rise to the cause of action. 1998, c. 1, s. 173; 2001, c. 14, s. 193
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Definitions 174 The definitions in this section apply in this Part. dissenting offeree means a holder of a share of a class for which a take-over bid is made who does not accept the take-over bid, and includes a subsequent holder of that share who acquires it from the first-mentioned holder. ( pollicité dissident ) offer includes an invitation to make an offer. ( pollicitation ) offeree means a person to whom a take-over bid is made. ( pollicité ) offeree cooperative means a distributing cooperative whose shares are the object of a take-over bid. ( coopérative pollicitée ) offeror means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly, (a) make take-over bids jointly or in concert; or (b) intend to exercise jointly or in concert voting rights attached to shares for which a take-over bid is made. ( pollicitant ) share means an investment share, with or without voting rights, and includes (a) a security currently convertible into such a share; and (b) currently exercisable options and rights to acquire such a share or such a convertible security. ( part ) take-over bid means an offer made by an offeror to shareholders of a distributing cooperative at approximately the same time to acquire all of the shares of a class of issued shares and includes an offer made by a distributing cooperative to repurchase all of the shares of a class of its shares. ( offre d’achat ) 1998, c. 1, s. 174; 2001, c. 14, s. 194
Canada Cooperatives Act — C-1.7
dissenting offeree means a holder of a share of a class for which a take-over bid is made who does not accept the take-over bid, and includes a subsequent holder of that share who acquires it from the first-mentioned holder. ( pollicité dissident )
Canada Cooperatives Act — C-1.7
offer includes an invitation to make an offer. ( pollicitation )
Canada Cooperatives Act — C-1.7
offeree means a person to whom a take-over bid is made. ( pollicité )
Canada Cooperatives Act — C-1.7
offeree cooperative means a distributing cooperative whose shares are the object of a take-over bid. ( coopérative pollicitée )
Canada Cooperatives Act — C-1.7 (a)
offeror means a person, other than an agent or mandatary, who makes a take-over bid, and includes two or more persons who, directly or indirectly, (a) make take-over bids jointly or in concert; or (b) intend to exercise jointly or in concert voting rights attached to shares for which a take-over bid is made. ( pollicitant )
Canada Cooperatives Act — C-1.7 (a)
share means an investment share, with or without voting rights, and includes (a) a security currently convertible into such a share; and (b) currently exercisable options and rights to acquire such a share or such a convertible security. ( part )
Canada Cooperatives Act — C-1.7
take-over bid means an offer made by an offeror to shareholders of a distributing cooperative at approximately the same time to acquire all of the shares of a class of issued shares and includes an offer made by a distributing cooperative to repurchase all of the shares of a class of its shares. ( offre d’achat )
Canada Cooperatives Act — C-1.7 175
ght to appear and be heard in person or by counsel. Powers of court (16) On an application to a court under subsection (10) or (11), the court may determine whether any other person is a dissenting offeree who should be joined as a party, and the court must then fix a fair value for the shares of all dissenting offerees. Appraisers (17) A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of a dissenting offeree. Final order (18) The final order of the court must be made against the offeror in favour of each dissenting offeree and for the amount for shares as fixed by the court. Additional powers (19) In connection with proceedings under this section, a court may make any order it thinks fit, including an order to (a) fix the amount of money or things that are required to be held in trust under subsections (7) and (8); (b) order that the money or thing be held in trust by a person other than the offeree cooperative; (c) allow a reasonable rate of interest on the amount payable to each dissenting offeree from the date the offeree sends or delivers the share certificates under subsection (4) until the date of payment; and (d) order that any money payable to a shareholder who cannot be found be paid to the Receiver General, in which case subsection 327(3) applies. 1998, c. 1, s. 175; 2001, c. 14, s. 195(E)
Canada Cooperatives Act — C-1.7 176
Distributing cooperative 176 (1) If a shareholder holding shares of a distributing cooperative does not receive a notice under this Part, the shareholder may (a) within ninety days after the date of the end of the take-over bid, or (b) if the shareholder did not receive an offer pursuant to the take-over bid, within ninety days after the later of (i) the date of the end of the take-over bid, and (ii) the date on which the shareholder learned of the take-over bid, require the offeror to acquire those shares. Obligation to acquire (2) If a shareholder requires the offeror to acquire shares under subsection (1), the offeror must acquire the shares on the same terms under which the offeror acquired or will acquire the shares of the offerees who accepted the take-over bid. 1998, c. 1, s. 176; 2001, c. 14, s. 196
Canada Cooperatives Act — C-1.7 177
ties register; or (b) bears a statement that it is in registered form. Order form (4) A debt obligation is in order form if, by its terms, it is payable to the order of a person specified with reasonable certainty in it or to a person to whom it is assigned. Bearer form (5) A security is in bearer form if it is payable to bearer according to its terms and not by reason of an endorsement. Guarantor for issuer (6) A guarantor for an issuer is deemed to be an issuer to the extent of the guarantee, whether or not the obligation is noted on the security. 1998, c. 1, s. 177; 2011, c. 21, s. 88
Canada Cooperatives Act — C-1.7
adverse claim , in respect of a security, includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in the security. ( opposition )
Canada Cooperatives Act — C-1.7
bearer means the person who is in possession of a security that is payable to bearer or endorsed in blank. ( porteur )
Canada Cooperatives Act — C-1.7
broker means a person who is engaged in whole or in part in the business of buying and selling securities and who, in the transaction concerned, acts for, or buys a security from, or sells a security to a customer. ( courtier )
Canada Cooperatives Act — C-1.7
delivery means voluntary transfer of possession. ( livraison ou remise )
Canada Cooperatives Act — C-1.7
fiduciary means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person. ( représentant )
Canada Cooperatives Act — C-1.7
fungible , in relation to securities, means securities of which any unit is, by nature or usage of trade, the equivalent of any other like unit. ( fongibles )
Canada Cooperatives Act — C-1.7
genuine means free of forgery or counterfeiting. ( authentique )
Canada Cooperatives Act — C-1.7
good faith , with respect to a transaction, means honesty in fact in the conduct of the transaction. ( bonne foi )
Canada Cooperatives Act — C-1.7
good faith purchaser , with respect to a security in bearer form or order form or a security in registered form issued to the purchaser or endorsed to the purchaser or endorsed in blank, means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of the security. ( acquéreur de bonne foi )
Canada Cooperatives Act — C-1.7
holder means a person who is in possession of a security that is issued or endorsed to the person or to bearer or in blank. ( détenteur )
Canada Cooperatives Act — C-1.7 (a)
issuer includes a cooperative that (a) is required by this Act to maintain a securities register; (b) in Quebec, issues securities that confer directly or indirectly rights in its property; or (c) elsewhere in Canada, directly or indirectly creates fractional interests in its rights or property and issues securities as evidence of the fractional interests. ( émetteur )
Canada Cooperatives Act — C-1.7
overissue means the issue of securities in excess of any maximum number of securities that the issuer is authorized by its articles or a trust indenture to issue. ( émission excédentaire )
Canada Cooperatives Act — C-1.7
purchaser means a person who takes an interest or right in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction. ( acquéreur )
Canada Cooperatives Act — C-1.7 (a)
security or security certificate means a document issued by a cooperative that is (a) in bearer, order or registered form, (b) of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment, (c) one of a class or series or by its terms divisible into a class or series of documents, and (d) evidence of an investment share, participation or other interest or right in or obligation of a cooperative, but does not include (e) a membership share or a document evidencing a membership share, or (f) a member loan or a document evidencing a member loan. ( valeur mobilière ou certificat de valeurs mobilières )
Canada Cooperatives Act — C-1.7
transfer includes transmission by operation of law. ( transfert )
Canada Cooperatives Act — C-1.7
trust indenture means a trust indenture as defined in section 266. ( acte de fiducie )
Canada Cooperatives Act — C-1.7
valid means issued in accordance with the applicable law and the articles of the issuer, or validated under section 196. ( valide )
Canada Cooperatives Act — C-1.7 178
Application 178 This Part governs the transfer or transmission of a security.
Canada Cooperatives Act — C-1.7 179
Security certificate 179 Every security holder is entitled, at their option, to obtain from the cooperative (a) a security certificate that complies with this Act; or (b) a non-transferable written acknowledgement of their right to obtain a security certificate.
Canada Cooperatives Act — C-1.7 180
Fee 180 A cooperative may charge a reasonable fee for a security certificate issued in respect of a transfer.
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Joint owners 181 If securities are held jointly by more than one person, (a) a cooperative is not required to issue more than one security certificate in respect of those securities; and (b) delivery of a security certificate to one of the joint owners is sufficient delivery to them all.
Canada Cooperatives Act — C-1.7 182
Signatures 182 (1) A security certificate must be signed by at least one of the following persons, or a facsimile of the signature must be reproduced on the certificate: (a) a director, or an individual on their behalf, or an officer; (b) a transfer agent or branch transfer agent of the cooperative, or an individual on their behalf; or (c) a trustee who certifies it in accordance with a trust indenture. Former director (2) A cooperative may issue security certificates that contain the signature of a person who is no longer a director or officer and the validity of the certificate is not adversely affected. 1998, c. 1, s. 182; 2001, c. 14, s. 197