GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Cooperatives Act — C-1.7 27
Powers outside the jurisdiction 27 (1) Subject to this Act, a cooperative has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction permit. Business restriction (2) No cooperative and no subsidiary of a cooperative may carry on any business contrary to a restriction set out in the articles of the cooperative. Validity of acts (3) No act of a cooperative, including a transfer of property, is invalid by reason only that the act is contrary to its articles or this Act. Constructive notice (4) A member of a cooperative is deemed to have knowledge of the content of the articles and by-laws of the cooperative. No constructive notice (5) Subject to subsection (4), no person is deemed to have knowledge of the content of a document by reason only that it is filed with the Director or is available for inspection at the cooperative.
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Assertions 28 (1) No cooperative and no guarantor of an obligation of a cooperative may assert against a person dealing with the cooperative or against a person who acquired rights from the cooperative that (a) the cooperative’s articles, by-laws or any unanimous agreement have not been complied with; (b) the persons named in the most recent notice of directors filed with the Director are not the directors; (c) the place named in the most recent notice of registered office filed with the Director is not the registered office; (d) a person held out as a director, an officer, an agent or a mandatary of the cooperative has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the cooperative or usual for a director, officer, agent or mandatary; (e) a document issued by a director, officer, agent or mandatary of the cooperative with actual or usual authority to issue it is not valid or genuine; or (f) a sale, lease or exchange of all or substantially all of the property of the cooperative was not authorized. (g) [Repealed, 2001, c. 14, s. 145] Exception (2) Subsection (1) does not apply in respect of a person who has, or ought to have, knowledge of a situation described in that subsection by virtue of their relationship to the cooperative. 1998, c. 1, s. 28; 2001, c. 14, s. 145
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No personal liability 29 The members and shareholders of a cooperative, by reason only of being members or shareholders, are not liable for any liability, act or default of the cooperative, except as provided in this Act.
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Place of registered office 30 (1) A cooperative must maintain a registered office in the place set out in its articles. Notice of registered office (2) A notice of registered office in the form that the Director fixes must be sent to the Director together with any articles that designate or change the place of the registered office of the cooperative. Change of address (3) The directors may change the address of the registered office within the place specified in the articles. Notice of change of address (4) A cooperative must send to the Director, within fifteen days after any change of address of its registered office, a notice in the form that the Director fixes. 1998, c. 1, s. 30; 2018, c. 8, s. 55(F)
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Record keeping 31 (1) A cooperative must prepare and maintain the following records at its registered office or at any other place in Canada designated by the directors: (a) the cooperative’s articles and by-laws, including any amendments and a copy of any unanimous agreement; (b) the minutes of meetings of the members and shareholders; (c) copies of all notices of directors and notices of change of directors; (d) a list of its members, setting out their names and addresses, the number of any membership shares owned and the amount of any member loans; (e) a list of its shareholders, setting out their names and addresses and the number of investment shares owned; (f) a register of its directors, setting out the names and addresses of the individuals who are or who have been directors and the dates on which they became or ceased to be directors; and (g) if the cooperative issues securities in registered form, a securities register that complies with section 186. Other records (2) In addition to the records specified in subsection (1), a cooperative must prepare and maintain adequate (a) accounting records; (b) records containing minutes of meetings and resolutions of directors and any committee of directors; and (c) records sufficient for the purpose of calculating patronage returns, that show for each member particulars of the transactions between the cooperative and the member. When records or registers kept outside Canada (3) Despite subsection (1), but subject to the Income Tax Act , the Excise Tax Act , the Customs Act and any other Act administered by the Minister of National Revenue, a cooperative may keep all or any of its records mentioned in paragraphs (1)(a), (b), (c), (f) and (g) and (2)(a) and (b) at a place outside Canada, if (a) the records are available for inspection, by means of a computer terminal or other technology, during regular office hours at the registered office or another office in Canada designated by the directors; and (b) the cooperative provides the technical assistance to facilitate an inspection referred to in paragraph (a). Retention of accounting records (4) Subject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period, a cooperative must retain the accounting records referred to in paragraph (2)(a) for a period of six years after the end of the financial year to which they relate. Records of continued cooperatives (5) For the purposes of paragraph (1)(b) and subsections (2) to (4), if a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued. 1998, c. 1, s. 31; 2001, c. 14, s. 146
Canada Cooperatives Act — C-1.7 32
Form of records 32 (1) Any register or record required by this Act must be prepared and maintained in a form that is capable of reproducing any required information in intelligible written form within a reasonable time, including (a) a bound or loose-leaf form; (b) a photographic form; (c) a system of mechanical or electronic data processing; or (d) any other information storage device. Precautions (2) A cooperative and its agents and mandataries must take reasonable precautions respecting the registers and records required by this Act to (a) prevent their loss or destruction; (b) prevent the falsification of entries in them; and (c) facilitate the detection and correction of inaccuracies in them. Records open to directors’ inspection (3) The records described in section 31, other than those described in paragraph 31(2)(c), must be open for inspection by the directors at any reasonable time. Inspection and copying of records by members, creditors and shareholders (4) Members, creditors and shareholders of the cooperative, their personal representatives and the Director may examine the records referred to in paragraphs 31(1)(a), (b), (c) (f) and (g) during the usual business hours of the cooperative and may take extracts from the records, free of charge, or have copies of them made after payment of a reasonable fee. 1998, c. 1, s. 32; 2001, c. 14, s. 147
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Lists 33 (1) Members, shareholders and creditors of a cooperative and their personal representatives and, where the cooperative is a distributing cooperative, any other person, may request that the cooperative provide them with a list of members or shareholders, no later than ten days after the cooperative receives the affidavit referred to in subsection (2) and after payment of a reasonable fee. Affidavit (2) A request under subsection (1) must be accompanied by an affidavit containing (a) the name and address of the applicant; and (b) an undertaking that the list of members or shareholders will not be used except as permitted by subsection (5). Request by Director (3) The Director may request that the cooperative provide him or her with a list of members or shareholders, no later than ten days after the cooperative receives the request and after payment of a reasonable fee. Contents of list (4) The list of members or shareholders provided under subsection (1) or (3) must set out in alphabetical order the names and addresses of the members or shareholders of the cooperative as of a date not more than ten days before the receipt of the affidavit referred to in subsection (2) or the request referred to in subsection (3). Permitted uses of list (5) A list obtained under subsection (1) must not be used by any person except in connection with (a) an effort to influence voting at a meeting of the cooperative; and (b) any other matter relating to the affairs of the cooperative. Non-inclusion of name on request (6) A member or shareholder may advise the cooperative in writing that their name is not to be included in a list prepared by the cooperative further to a request under subsection (1), in which case the cooperative must not include that name in the list but must mention on the list that the list is incomplete. 1998, c. 1, s. 33; 2001, c. 14, s. 148
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Corporate seal 34 (1) A cooperative may but need not adopt a corporate seal and may change a corporate seal that is adopted. Validity of unsealed documents (2) A document executed or, in Quebec, signed on behalf of a cooperative is not invalid merely because a corporate seal is not affixed to it. 1998, c. 1, s. 34; 2011, c. 21, s. 75(E)
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By-laws govern 35 Subject to this Act and any provision in the articles, membership in a cooperative is governed by its by-laws.
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Application for membership 36 (1) No person may be admitted to membership in a cooperative until (a) the person has applied for membership in writing; (b) the application has been approved by the directors; and (c) the person has complied with the membership provisions required by the by-laws, including subscribing for any minimum number of membership shares, paying any minimum amount on account of the subscription price of the shares or paying any minimum amount on account of a member loan. Effective date of membership (2) If all the conditions set out in subsection (1) have been met within six months after the date on which the cooperative receives the application for membership, the directors may make the admission of the member into membership effective as of the date of the application or as of any date after that date but before the end of the six months.
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Right to vote 37 (1) Subject to subsection (2) and subsection 7(3), a member has one vote on all matters to be decided by the members. Delegates (2) If the by-laws provide that the voting rights of a member are vested in one or more delegates to be elected or appointed by the members, the delegates so elected or appointed may exercise all or any of those rights. When delegation permitted by by-laws (3) When in this Act reference is made to a meeting of members and the cooperative has a by-law providing for the appointment of delegates, a reference in this Act to a meeting of members is to be construed as a reference to a meeting of delegates.
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Members under eighteen years of age 38 (1) Subject to the by-laws, a person less than eighteen years of age may be admitted to membership in a cooperative and may vote at meetings of the cooperative. Minors (2) The articles and by-laws of a cooperative, and any unanimous agreement, are binding on a member who is less than eighteen years of age.
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Withdrawal of membership 39 (1) Unless the by-laws provide otherwise, this section applies to the voluntary withdrawal of a member from membership in a cooperative. Written notice (2) A member may withdraw from membership in a cooperative by written notice to the cooperative. Any such withdrawal is effective on the later of the date stated in the notice and the date on which the cooperative receives the notice. Redemption of membership shares and repayment of amounts owing on withdrawal (3) Subject to section 149, the cooperative must, no later than one year after the effective date of a notice of withdrawal, redeem all membership shares held by the withdrawing member at the redemption price determined in accordance with section 146 and repay to the member all member loans, all other amounts held to the member’s credit and all amounts outstanding on loans made to the cooperative by the member, together with any interest accrued on those amounts up to the date of the payment. Redemption and repayment more than one year after withdrawal (4) Despite subsection (3), if the directors determine that the redemption of membership shares, or the repayment of membership loans, of a withdrawing member would adversely affect the financial well-being of the cooperative, the directors may direct that the redemption and repayment referred to in subsection (3) take place after the end of the one year period. Withdrawal not to have certain effects (5) Unless the directors determine otherwise, (a) the withdrawal of a member from the cooperative does not release the member from any debt or obligation to the cooperative or contract with the cooperative; and (b) the cooperative need not, despite subsection (3), repay to the member amounts outstanding on loans made to the cooperative that have a fixed maturity date until that date has arrived.
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Limitation on by-law 41 No by-law governing the withdrawal of a member from membership or the termination of the membership of a member may authorize a redemption of membership shares or member loans in contravention of section 149.
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Termination by members 42 Unless the by-laws provide otherwise, the membership of a member may be terminated by a special resolution of the members. Section 40 applies, with any modifications that the circumstances require, to a termination by the members.
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Termination of inactive membership 43 (1) A cooperative may, by written notice to a member, terminate the membership if the member (a) is a body corporate and winding-up proceedings have commenced with respect to it; or (b) failed, during a period of two consecutive years, to transact any business with the cooperative. Provisions not to apply (2) Section 40, other than subsections 40(7) to (10), does not apply to a termination under this section.
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Non-profit housing cooperatives 44 If the membership of a person in a non-profit housing cooperative is terminated, any right of the person to possession or occupancy of residential premises acquired by virtue of membership in the cooperative is subject to Part 20.
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Re-admission 45 A person whose membership has been terminated under section 40 or 42 may be re-admitted to membership only by special resolution of the members.
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Transfer 46 No transfer of a membership, a member loan or a membership share in a cooperative is valid for any purpose unless it is approved by the directors and the transferee has otherwise complied with the articles and by-laws of the cooperative and, if applicable, become a party to a unanimous agreement.
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If membership too low 47 If the membership of a cooperative is reduced to a number less than the number of members required for incorporation, and if after thirty days notice remains at less than that number, the Director may require the cooperative (a) to apply for a certificate of continuance under the Canada Business Corporations Act , if it was incorporated with membership capital; or (b) to be liquidated or dissolved under Part 17.
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Place of members’ meetings 48 (1) Meetings of the members of a cooperative are to be held at the place in Canada provided for in the by-laws or, in the absence of such a provision, at any place in Canada that the directors may determine. Place of shareholders’ meetings (2) Meetings of the shareholders must be held at the place set out in the articles. If the articles do not set out such a place, the meetings are to be held at the place in Canada that the directors determine, unless all the shareholders entitled to vote at the meeting agree that the meeting is to be held at another place that is not in Canada. Participation in meeting by electronic means (3) Unless the by-laws provide otherwise, a member or shareholder may participate in a meeting of the cooperative, in accordance with the regulations, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the cooperative makes available such a communication facility. Meeting held by electronic means (3.1) If the directors of a cooperative, or any other person, call a meeting of the cooperative pursuant to this Act, those directors or that person, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide. Presence (4) A person participating in a meeting referred to in subsection (3) is deemed to be present at the meeting. 1998, c. 1, s. 48; 2001, c. 14, s. 149
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Calling members’ meetings 49 (1) After holding the organizational meeting referred to in section 82, the directors must call a meeting of the members without delay. Business at first meeting (2) The members, at their first meeting, must (a) adopt by-laws for the cooperative; (b) elect directors in accordance with subsection 81(3); and (c) subject to subsection 254(1), appoint an auditor to hold office until the close of the first annual meeting of members.
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Calling meetings of the members 50 (1) The directors must call the first annual meeting of members not later than eighteen months after the cooperative comes into existence and an annual meeting of members must be held not later than the earlier of (a) fifteen months after holding the last annual meeting, and (b) six months after the end of the preceding financial year. Special meetings (2) The directors may at any time call a special meeting of the members or of the shareholders. Order to delay calling of annual meeting (3) Despite subsection (1), the cooperative may apply to the court for an order extending the time for calling an annual meeting. 1998, c. 1, s. 50; 2001, c. 14, s. 150
Canada Cooperatives Act — C-1.7 51
Record date 51 (1) The directors may, within the prescribed period, fix in advance a date as the record date for the determination of the members or shareholders who are entitled to receive payment of a dividend or for any other purpose except the right to receive notice of, or to vote at, a meeting. Record date — members’ meetings (2) For the purpose of determining the persons who are entitled to receive notice of, or to vote at, a meeting of members, the record date is (a) the day before the day on which the notice is given; or (b) if no notice is given, the day of the meeting. Record date — notice of shareholders’ meetings (3) For the purpose of determining the shareholders who are entitled to receive notice of a meeting of the shareholders, the directors may, within the prescribed period, fix in advance a date as the record date for that determination. Record date — voting at shareholders’ meetings (4) For the purposes of determining the shareholders who are entitled to vote at a meeting of shareholders, the directors may, within the prescribed period, fix in advance a date as the record date for that determination. If no record date fixed (5) If no record date is fixed under subsection (1) or (3), the record date (a) for the determination of members or shareholders for any purpose, other than to establish the right of a member or shareholder to receive notice of a meeting or to vote, is the day on which the directors pass the resolution relating to the particular purpose; and (b) for the determination of shareholders who are entitled to receive notice of a meeting is (i) the day before the day on which the notice is given, or (ii) if no notice is given, the day of the meeting. If record date fixed (6) If a record date with respect to shareholders is fixed under this section, unless notice of the date is waived by each shareholder whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice of the record date must be given within the prescribed period (a) by advertisement in a newspaper published or distributed in a place where the cooperative has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its investment shares may be recorded; and (b) by written notice to each stock exchange in Canada on which the investment shares of the cooperative are listed for trading. 1998, c. 1, s. 51; 2001, c. 14, s. 151
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Notice of meetings 52 (1) Notice of the time and place of a meeting of a cooperative must be sent within the prescribed period (a) to each person who is entitled to vote at the meeting; (b) to each director; and (c) to the auditor of the cooperative, if any. Exception (1.1) In the case of a cooperative that is not a distributing cooperative, the notice may be sent within a shorter period if so specified in the articles or the by-laws. Publication (2) Notice of the time and place of a meeting of the holders of investment shares of any class that is publicly traded on a recognized stock exchange in Canada may be published once a week for at least four consecutive weeks before the date of the meeting in a newspaper in general circulation in the place where the registered office of the cooperative is situated and in each place in Canada where the cooperative has a transfer agent or where a transfer of the investment shares may be recorded. By-laws may specify manner of giving notice to members (3) The by-laws of a cooperative may derogate from this section, but only in respect of the manner in which notice of a meeting of members may be given to members. 1998, c. 1, s. 52; 2001, c. 14, s. 152
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Notice not required 53 A notice of a meeting of a cooperative need not be sent to a shareholder who was not registered on the records of the cooperative or its transfer agent on the record date fixed or determined under section 51.
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Failure to receive notice 54 Failure to receive notice of a meeting does not deprive a person of a right to vote at the meeting to which the person is otherwise entitled.
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Notice when adjournment 55 (1) If a meeting of a cooperative is adjourned for less than thirty days, it is not necessary, unless the by-laws provide otherwise, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. Notice of adjournment — meetings of members (2) If a meeting of members is adjourned by one or more adjournments for a total of thirty days or more, notice of the adjourned meeting must be given as for the original meeting. Notice of adjournment — meetings of shareholders (3) If a meeting of shareholders is adjourned by one or more adjournments for a total of thirty days or more, notice of the adjourned meeting must be given as for the original meeting but, unless the meeting is adjourned by one or more adjournments for a total of more than ninety days, subsection 165(1) does not apply.