GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Cooperatives Act — C-1.7 56
Special business 56 (1) All matters dealt with at a special meeting of a cooperative and all matters dealt with at an annual meeting, except consideration of the financial statements, the auditor’s report, the business of the cooperative, the election of directors, the remuneration of directors and the re-appointment of the incumbent auditor, are special business. Notice if special business is to be transacted (2) Notice of a meeting of a cooperative at which special business is to be transacted must (a) state the nature of the special business in sufficient detail to permit the recipient to form a reasoned judgement with respect to the special business; and (b) contain the text of any special resolution to be submitted to the meeting.
Canada Cooperatives Act — C-1.7 57
Waiver of notice 57 (1) A person who is entitled to attend a meeting of a cooperative may waive notice of the meeting in any manner. Attendance is waiver (2) Attendance at a meeting of a cooperative is a waiver of notice of the meeting, except when a person attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.
Canada Cooperatives Act — C-1.7 59
Liability for circulation 59 No cooperative or person acting on behalf of a cooperative incurs any liability by reason only of circulating a proposal or statement in accordance with section 58.
Canada Cooperatives Act — C-1.7 60
Refusal to include proposal 60 (1) If a cooperative refuses to include a proposal in a notice of a meeting referred to in section 52, the cooperative must, within the prescribed period after the day on which it receives the proposal or the day on which it receives the proof of ownership under subsection 58(2.4), as the case may be, notify in writing the person submitting the proposal of its intention to omit the proposal from the notice and of the reasons for the refusal. Restraining order by court (2) On the application of a person submitting a proposal who claims to be aggrieved by a cooperative’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order it thinks fit. Order to omit proposal from notice (3) A cooperative or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the cooperative to omit the proposal from a notice of meeting, and the court, if it is satisfied that subsection 58(4) applies, may make any order that it thinks fit. 1998, c. 1, s. 60; 2001, c. 14, s. 154
Canada Cooperatives Act — C-1.7 61
List of persons entitled to receive notice 61 (1) A cooperative must prepare an alphabetical list of its members as of the record date established under subsection 51(2) or, if the by-laws provide for delegates, of the delegates, who are entitled to receive notice of and vote at a meeting of members. Entitlement to vote — members’ meetings (2) Subject to subsection 7(3), a member or delegate whose name appears on the list referred to in subsection (1) is entitled to one vote at a meeting of members. List of shareholders entitled to vote (3) If a record date for voting is fixed under subsection 51(4), a cooperative must prepare, no later than ten days after the record date, an alphabetical list of shareholders who are entitled to vote as of the record date at a meeting of shareholders that shows the number of investment shares held by each shareholder. Entitlement to vote (4) A shareholder named in the list referred to in subsection (3) is entitled to vote the investment shares opposite their name at the meeting to which the list relates. List of shareholders entitled to receive notice (5) If a record date for voting is not fixed under subsection 51(4), a cooperative must prepare, not later than 10 days after the record date for notice of a meeting that is fixed under subsection 51(3) or not later than the record date that is referred to in subsection 51(5), as the case may be, an alphabetical list of shareholders who are entitled to receive notice of a meeting of shareholders as of the record date that shows the number of shares held by each shareholder. Entitlement to vote (6) A shareholder whose name appears on the list referred to in subsection (5) is entitled to vote the investment shares shown opposite their name at the meeting to which the list relates, except to the extent that (a) the shareholder has transferred the ownership of any of those investment shares after the record date, and (b) the transferee of those investment shares demands, not later than ten days before the meeting, or any shorter period that the by-laws of the cooperative provide, that the transferee’s name be included in the list before the meeting and produces properly endorsed investment share certificates or otherwise establishes that the transferee owns the investment shares, in which case the transferee may vote the shares at the meeting. Examination of list (7) A person who is entitled to vote at a meeting of a cooperative may examine a list that relates to the meeting (a) during usual business hours at the registered office of the cooperative or at the place where its records of members and shareholders are maintained; and (b) at the meeting for which the list was prepared. 1998, c. 1, s. 61; 2018, c. 8, s. 57(E)
Canada Cooperatives Act — C-1.7 62
Quorum 62 (1) Unless the by-laws provide otherwise, a quorum is present at a meeting of the cooperative if persons holding a majority of the voting rights that may be exercised at the meeting are present in person or represented in a manner provided for by this Act or permitted by the by-laws. Opening quorum sufficient (2) If a quorum is present at the opening of a meeting, the persons who are present and entitled to vote may, unless the by-laws provide otherwise, proceed with the business of the meeting even though a quorum is not present throughout the meeting. Adjournment (3) If a quorum is not present at the opening of a meeting, the persons who are present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business.
Canada Cooperatives Act — C-1.7 63
Representative 63 (1) If an entity is entitled to vote at a meeting of a cooperative, the cooperative must recognize any individual authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of the cooperative. Powers of representative (2) An individual who is authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if it were an individual.
Canada Cooperatives Act — C-1.7 64
Joint voting — members 64 (1) Unless the by-laws provide otherwise, each joint member may vote at a meeting of members. Joint voting — shareholders (2) Unless the articles provide otherwise, if two or more persons hold investment shares jointly, one of those holders present at a meeting of shareholders may, in the absence of the others, vote the investment shares, but if two or more of those persons who are present vote, in person or by proxy, they vote as one on the investment shares jointly held by them.
Canada Cooperatives Act — C-1.7 65
Voting by show of hands 65 (1) Unless the by-laws provide otherwise, voting at a meeting of a cooperative takes place by a show of hands except when a ballot is demanded by a person who is entitled to vote at the meeting. Ballot (2) A person who is entitled to vote at a meeting may demand a ballot either before or after a vote by show of hands. Electronic voting (3) Despite subsection (1), unless the by-laws provide otherwise, any vote referred to in subsection (1) may be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility, if the cooperative makes available such a communication facility. Voting while participating electronically (4) Unless the by-laws otherwise provide, a member or shareholder participating in a meeting of the cooperative under subsection 48(3) or (3.1) and entitled to vote at that meeting may vote, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the cooperative has made available for that purpose. 1998, c. 1, s. 65; 2001, c. 14, s. 155
Canada Cooperatives Act — C-1.7 66
Resolution in lieu of meeting 66 (1) Unless the by-laws provide otherwise, and except when a written statement is submitted under section 89 or subsection 260(4), a resolution in writing signed by all the persons who are entitled to vote on that resolution at a meeting of the cooperative is as valid as if it had been passed at such a meeting. Resolution (2) Unless the by-laws provide otherwise, and except when a written statement is submitted under section 89 or subsection 260(4), a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of a cooperative, and signed by all the persons who are entitled to vote at the meeting, satisfies all the requirements of this Act relating to meetings. Copies of resolutions (3) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meeting.
Canada Cooperatives Act — C-1.7 67
Evidence 67 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. 67; 2001, c. 14, s. 156
Canada Cooperatives Act — C-1.7 68
One shareholder meeting 68 If a cooperative has only one shareholder, or only one holder of any class or series of investment shares, the shareholder present in person or represented by proxy constitutes a meeting of the shareholders or a meeting of shareholders of that class or series.
Canada Cooperatives Act — C-1.7 69
Requisition of meeting 69 (1) Two or more persons who together hold not less than five per cent of the voting rights that could be exercised at a meeting of a cooperative may requisition the directors to call such a meeting for the purposes stated in the requisition. Form (2) The requisition (a) must state the business to be transacted at the meeting and be sent to each director and to the registered office of the cooperative; and (b) may consist of several documents of like form, each signed by one or more persons who are entitled to vote at the meeting. Directors calling meeting (3) On receipt of the requisition, the directors must call a meeting to transact the business stated in the requisition unless (a) the directors have called a meeting and given notice of it under section 52; (b) the business of the meeting as stated in the requisition includes matters described in any of paragraphs 58(4)(b) to (e); or (c) the business of the meeting as stated in the requisition includes a matter (i) in the case of a requisition by a member, outside the powers of the members, and (ii) in the case of a requisition by a shareholder, outside the powers of the shareholders. Member or shareholder calling meeting (4) If the directors do not call a meeting within twenty-one days after receiving the requisition, any person who signed the requisition may call the meeting unless any of paragraphs (3)(a) to (c) applies. Procedure (5) A meeting called under this section must be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws, a unanimous agreement and this Act. Reimbursement (6) Unless the persons who are present and entitled to vote at a meeting called under subsection (4) resolve otherwise, the cooperative must reimburse the persons who signed the requisition for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.
Canada Cooperatives Act — C-1.7 71
Meeting called by court 71 (1) A court, on the application of a director or a person who is entitled to vote at a meeting, may order a meeting of a cooperative to be called, held and conducted within the time and in the manner that the court directs, if (a) it is not feasible to call the meeting within the time or in the manner in which those meetings are to be called; (b) it is not feasible to conduct the meeting in the manner required by this Act or the by-laws; or (c) the court thinks the meeting should be called, held and conducted in the manner it directs for any other reason. Varying quorum (2) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted under this section. Valid meeting (3) A meeting called, held and conducted under this section is for all purposes a meeting duly called, held and conducted. 1998, c. 1, s. 71; 2001, c. 14, s. 158
Canada Cooperatives Act — C-1.7 72
Court review of election 72 (1) A cooperative, a director or any person who is entitled to vote in the election or appointment of a director or an auditor may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the cooperative. Powers of court (2) On an application under subsection (1), a court may make any order it thinks fit, including an order (a) restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute; (b) declaring the result of a disputed election or appointment; (c) requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the cooperative until a new election is held or a new appointment is made; or (d) determining the voting rights of persons claiming to be entitled to vote.
Canada Cooperatives Act — C-1.7 73
Making or amendment of by-law by members 73 (1) The members may, by special resolution, make, amend or repeal any by-law that regulates the business and affairs of the cooperative. Making or amendment of by-law by directors (2) Unless the by-laws of a cooperative provide otherwise, the directors may, by special resolution, make a by-law or amend a by-law of the cooperative, but only if the by-law or amendment is not contrary to a by-law made by the members. Approval (3) The directors must present a by-law or an amendment to a by-law that is made under subsection (2) to the members at the next meeting of members and the members may, by special resolution, confirm or amend it. By-law not confirmed (4) If a by-law or an amendment to a by-law made by the directors is not confirmed, with or without amendments, under subsection (3), the by-law or amendment is repealed as of the date of the meeting of members at which it was not confirmed.
Canada Cooperatives Act — C-1.7 74
Proposal of by-law 74 A member may, in accordance with section 58, make a proposal to make, amend or repeal a by-law.
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Effective date of by-law 75 (1) A by-law or an amendment to or repeal of a by-law made by the members is effective from the later of the date of the resolution made under subsection 73(1) and the date specified in the by-law, amendment or repeal. Effective date of by-law (2) A by-law or an amendment to a by-law made by the directors is effective from the later of the date the by-law is made or amended by the directors and the date specified in the by-law, until it is confirmed, with or without amendment, under subsection 73(3) or repealed under subsection 73(4) and, if the by-law is confirmed, or confirmed as amended, it is in effect in the form in which it was so confirmed. If by-law not approved (3) If a by-law or an amendment to a by-law made by the directors under subsection 73(2) is not submitted by the directors to the next meeting of the members as required under subsection 73(3), the by-law or amendment ceases to be effective from the date of that meeting. New resolution of directors (4) If a by-law or an amendment to a by-law made by the directors under subsection 73(2) is repealed under subsection 73(4) or ceases to be effective under subsection (3), no subsequent resolution of the directors to make or amend a by-law that has substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the members.
Canada Cooperatives Act — C-1.7 76
Number of directors 76 (1) A cooperative must have at least three directors or any greater minimum number that is set out in the articles. Effect of decrease (2) If the articles are amended to decrease the number of directors, the term of any incumbent director is not affected. Effect of increase (3) At a meeting to amend the articles to increase the number of directors, the persons who are entitled to do so may elect or appoint the additional number of directors.
Canada Cooperatives Act — C-1.7 77
Directors as members 77 Not less than two thirds of the directors, or any greater proportion that is provided for by the articles, must be members of the cooperative, or representatives of members that are entities or members of members that are cooperative entities.
Canada Cooperatives Act — C-1.7 78
Qualifications 78 (1) A person is not qualified to be a director if the person (a) is not an individual; (b) is less than eighteen years of age; (c) is incapable; or (d) has the status of bankrupt. Additional qualifications (2) A cooperative may provide in its by-laws for qualifications or disqualifications of directors in addition to those in subsection (1). Status of directors (3) Unless Part 21 applies to a cooperative, a majority of the directors must be individuals who are not full-time officers or employees of the cooperative. Resident in Canada (4) At least twenty-five per cent of the directors must be resident in Canada. However, if the cooperative has only three directors, at least one director must be resident in Canada. Member election (5) Subject to subsections 124(3) and (4), all directors are to be elected by the members. 1998, c. 1, s. 78; 2001, c. 14, s. 159; 2018, c. 8, s. 58
Canada Cooperatives Act — C-1.7 79
Functions of directors 79 Subject to this Act and to the articles and any unanimous agreement, the directors manage or supervise the management of the business and affairs of the cooperative.
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Duties 80 (1) Every director and officer must, in exercising the powers and performing the duties of office, (a) act honestly and in good faith with a view to the best interests of the cooperative; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Duty of compliance (2) Every director and officer must comply with this Act, the articles, the by-laws and any unanimous agreement. No exculpation (3) Subject to subsection 115(5), no provision in a contract, the articles, the by-laws, a unanimous agreement or a resolution relieves a director or officer from complying with this Act and the regulations or from liability for non-compliance.
Canada Cooperatives Act — C-1.7 81
Notice of directors 81 (1) At the time of sending articles of incorporation, the incorporators must send the Director a notice of directors, in the form that the Director fixes. First directors (2) When a cooperative comes into existence, the individuals identified in the notice have all the powers and duties of directors until the first meeting of members. First meeting (3) At the first meeting of members after a cooperative comes into existence, the directors are to be elected or appointed in accordance with this Act, the articles, the by-laws and any unanimous agreement.
Canada Cooperatives Act — C-1.7 82
Organizational meeting 82 (1) After a cooperative comes into existence, a meeting of directors must be held at which the directors may (a) adopt forms of security certificates and of cooperative records; (b) admit persons to membership in the cooperative and issue or authorize the issuance of membership shares and member loan certificates; (c) appoint officers; (d) appoint an auditor to hold office until the first meeting of members; (e) make arrangements with an appropriate financial institution; and (f) transact any other business necessary to organize the cooperative. Notice (2) An incorporator or a director may call a meeting of directors referred to in subsection (1) by giving not less than five days notice of the meeting to each director, stating the time and place of the meeting.
Canada Cooperatives Act — C-1.7 84
Maximum term 84 (1) Subject to section 86, a director is entitled to hold office for a term expiring not later than (a) in the case of a cooperative that is not a distributing cooperative, the close of the third annual meeting of members following the director’s election; and (b) in the case of a distributing cooperative, the close of the next annual meeting of members following the director’s election. Exceptions — certain distributing cooperatives (2) Despite paragraph (1)(b), in the case of any prescribed class of distributing cooperatives or in any prescribed circumstances respecting distributing cooperatives or classes of distributing cooperatives, the directors are not entitled to hold office for a term that is longer than three years. 1998, c. 1, s. 84 2018, c. 8, s. 60
Canada Cooperatives Act — C-1.7 86
Continuation in office 86 If the election of directors does not occur at the time fixed by this Act, the by-laws or a unanimous agreement, the directors then in office continue in office until their successors are elected.
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Ceasing to hold office 87 (1) A director ceases to hold office when he or she dies, resigns, is removed from office or is no longer qualified to be a director. Resignation date (2) A resignation of a director becomes effective on the later of (a) the day a written letter of resignation is sent to the cooperative, and (b) the day specified in the letter of resignation.
Canada Cooperatives Act — C-1.7 88
Removal of directors 88 (1) A director may be removed from office by ordinary resolution at a special meeting of the persons who are entitled to vote in the election or appointment of that director. Vacancy (2) The vacancy created by the removal of a director may be filled at the meeting at which the director was removed.
Canada Cooperatives Act — C-1.7 89
Resignation statement 89 (1) A director who resigns is entitled to submit to the cooperative a written statement giving the reasons for the resignation. Opposition statement (2) A director who learns of (a) a meeting of the cooperative called for the purpose of removing the director, or (b) a meeting of the cooperative, or of the directors, at which another person is to be appointed or elected to succeed or replace the director, is entitled to attend and address the meeting, or to submit a written statement to the cooperative, giving the reasons why the director opposes any proposed action or resolution at the meeting. Circulation of statement (3) When the cooperative receives a statement under subsection (1) or (2), it must ensure that a copy of it is sent without delay to the Director and to every person who is entitled to receive notice of the meeting. Immunity for statement (4) No cooperative or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (3).
Canada Cooperatives Act — C-1.7 90
Right to attend meetings 90 A director is entitled to receive notice of, to attend and to be heard at every meeting of the cooperative.