GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Cooperatives Act — C-1.7 222
Endorsement 222 (1) An endorsement of a security in registered form for the purposes of assignment or transfer is made when an appropriate person signs either the security or a separate document, or when the signature of an appropriate person is written without more on the back of the security. Blank or special (2) An endorsement may be (a) in blank; or (b) special. Blank endorsement (3) An endorsement in blank includes an endorsement to bearer. Special endorsement (4) A special endorsement specifies the person to whom the security is to be transferred, or who has power to transfer it. Right of holder (5) A holder may convert an endorsement in blank into a special endorsement.
Canada Cooperatives Act — C-1.7 223
Immunity of endorser 223 Unless agreed otherwise, the endorser does not, by the endorsement, assume any obligation that the security will be honoured by the issuer.
Canada Cooperatives Act — C-1.7 224
Partial endorsement 224 An endorsement purporting to be an endorsement of only part of a security representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.
Canada Cooperatives Act — C-1.7 225
Effect of failure by fiduciary to comply 225 Failure of a fiduciary to comply with the instrument or act that is the source of the fiduciary’s power or with the law of the jurisdiction governing the fiduciary relationship does not render the fiduciary’s endorsement unauthorized for the purposes of this Part. 1998, c. 1, s. 225; 2011, c. 21, s. 95(E)
Canada Cooperatives Act — C-1.7 226
Effect of endorsement without delivery 226 An endorsement of a security does not constitute a transfer until delivery of the security on which it appears or, if the endorsement is on a separate document, until delivery of both the security and the document.
Canada Cooperatives Act — C-1.7 227
Endorsement in bearer form 227 An endorsement of a security in bearer form may give notice of an adverse claim under section 212 but does not otherwise affect any of the holder’s rights.
Canada Cooperatives Act — C-1.7 228
Effect of unauthorized endorsement 228 (1) The owner of a security may assert the ineffectiveness of an endorsement against the issuer or a purchaser, other than a good faith purchaser who has in good faith received a new, re-issued or re-registered security on registration of transfer, unless the owner (a) has ratified an unauthorized endorsement of the security; or (b) is otherwise precluded from impugning the effectiveness of an unauthorized endorsement. Liability of issuer (2) An issuer who registers the transfer of a security on an unauthorized endorsement is liable for improper registration.
Canada Cooperatives Act — C-1.7 229
Warranties of guarantor of signature 229 (1) A person who guarantees the signature of an endorser of a security warrants that, at the time of signing, the signer was an appropriate person to endorse and the signature was genuine. Limitation of liability (2) A person who guarantees the signature of an endorser does not otherwise warrant the rightfulness of the transfer to which the signature relates. Warranties of guarantor of endorsement (3) A person who guarantees the endorsement of a security warrants both the signature and the rightfulness, in all respects, of the transfer to which the signature relates, but an issuer may not require a guarantee of endorsement as a condition to registration of transfer. Extent of liability (4) The guarantees referred to in subsections (1) to (3) are made to any person who, relying on the guarantee, takes or deals with the security, and the guarantor is liable to the person for any loss resulting from breach of warranty.
Canada Cooperatives Act — C-1.7 230
Presumption of delivery 230 Delivery of a security to a purchaser occurs when (a) the purchaser or a person designated by the purchaser acquires possession of it; (b) the purchaser’s securities broker acquires possession of a security specially endorsed to or issued in the name of the purchaser; (c) the purchaser’s securities broker sends the purchaser confirmation of the purchase and the broker in the broker’s records identifies a specific security as belonging to the purchaser; or (d) in respect of an identified security to be delivered while still in the possession of a third person, that person acknowledges that it is held for the purchaser.
Canada Cooperatives Act — C-1.7 231
Presumption of ownership 231 (1) A purchaser is the owner of a security held for the purchaser by a securities broker, but a purchaser is not a holder except in the cases described in paragraphs 230(b) and (c). Ownership of part of fungible bulk (2) If a security is part of a fungible bulk, a purchaser of the security is the owner of the proportionate interest or right in the fungible bulk. Notice to securities broker of adverse claim (3) Notice of an adverse claim received by a securities broker or by a purchaser after the broker takes delivery as a holder for value is not effective against the broker or the purchaser, except that, as between the broker and the purchaser, the purchaser may demand delivery of an equivalent security in respect of which no notice of an adverse claim has been received. 1998, c. 1, s. 231; 2011, c. 21, s. 96
Canada Cooperatives Act — C-1.7 232
Delivery of security 232 (1) Unless agreed otherwise, if a sale of a security is made on a stock exchange or otherwise through securities brokers, (a) the selling customer fulfils their duty to deliver when the customer delivers the security to the selling securities broker or to a person designated by the selling securities broker or when they cause an acknowledgement to be made to the selling securities broker; and (b) the selling securities broker, including a correspondence broker, acting for a selling customer fulfils their duty to deliver by delivering the security or a like security to the buying securities broker or to a person designated by the buying securities broker or by affecting clearance of the sale in accordance with the rules of the exchange on which the transaction took place. Duty to deliver (2) Except as provided otherwise in this section and unless agreed otherwise, a transferor’s duty to deliver a security under a contract of purchase is not fulfilled until the transferor delivers the security in negotiable form to the purchaser or to a person designated by the purchaser, or causes an acknowledgement to be made to the purchaser that the security is held for the purchaser. Delivery to securities broker (3) A sale to a securities broker purchasing for the securities broker’s own account is subject to subsection (2) and not subsection (1), unless the sale is made on a stock exchange.
Canada Cooperatives Act — C-1.7 233
Right to reclaim possession 233 (1) A person against whom the transfer of a security is wrongful may, against anyone except a good faith purchaser, (a) reclaim possession of the security or obtain possession of a new security evidencing all or part of the same rights; or (b) claim damages. Recovery when unauthorized endorsement (2) If the transfer of a security is wrongful by reason of an unauthorized endorsement, the owner may reclaim possession of the security or a new security even from a good faith purchaser if the ineffectiveness of the purported endorsement is asserted against the purchaser under section 228.
Canada Cooperatives Act — C-1.7 234
Right to requisites for registration 234 (1) Unless agreed otherwise, a transferor must, on demand, supply a purchaser with proof of the transferor’s authority to transfer a security or with any other requisite that is necessary to obtain registration of the transfer of a security, but if the transfer is not for value, it is not necessary for the transferor to provide authority to transfer unless the purchaser pays the reasonable and necessary costs of the proof and transfer. Rescission of transfer (2) If a transferor fails to comply with a demand under subsection (1) within a reasonable time, the purchaser may reject or rescind the transfer.
Canada Cooperatives Act — C-1.7 235
Seizure of security 235 No seizure of a security or other interest or right evidenced by the security is effective until the person making the seizure obtains possession of the security. 1998, c. 1, s. 235; 2011, c. 21, s. 97
Canada Cooperatives Act — C-1.7 236
No liability for acts in good faith 236 An agent or mandatary, or a bailee or depositary, who in good faith has received securities and sold, pledged or delivered them according to the instructions of the principal or mandator is not in breach of a fiduciary duty or otherwise liable even though they have no right to dispose of the securities. 1998, c. 1, s. 236; 2011, c. 21, s. 97
Canada Cooperatives Act — C-1.7 237
Duty to register transfer 237 (1) If a security in registered form is presented for transfer, the issuer must register the transfer if (a) the security is endorsed by an appropriate person; (b) reasonable assurance is given that the endorsement is genuine and effective; (c) the issuer has no duty to inquire into adverse claims or has discharged that duty; (d) all applicable laws relating to the collection of taxes have been complied with; (e) the transfer is rightful or is to a good faith purchaser; and (f) any transfer fee referred to in section 180 has been paid. Liability for delay (2) An issuer who has a duty to register a transfer of a security is liable to the person presenting it for registration for any loss resulting from an unreasonable delay in registration or from the failure or refusal to register the transfer.
Canada Cooperatives Act — C-1.7 238
Assurance of endorsement 238 (1) An issuer may require an assurance that each necessary endorsement on a security is genuine and effective by requiring a guarantee of the signature of the person endorsing the security and by requiring (a) if the endorsement is by an agent or mandatary, reasonable assurance of authority to sign; (b) if the endorsement is by a fiduciary, evidence of appointment or incumbency; (c) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and (d) in any other case, assurance that corresponds as closely as is feasible to the cases set out in paragraphs (a) to (c). Sufficiency of guarantee (2) For the purpose of subsection (1), a guarantee of the signature of a person is sufficient if it is signed by or on behalf of a person whom the issuer believes, on reasonable grounds, to be a responsible person. Standards (3) An issuer may adopt reasonable standards to determine responsible persons for the purpose of subsection (2). Sufficiency of evidence of appointment or incumbency (4) For the purpose of paragraph (1)(b), the following constitute sufficient evidence of appointment or incumbency of a fiduciary: (a) in the case of a fiduciary of a deceased security holder’s estate or succession, a certified copy of the document referred to in paragraph 195(1)(c) and dated not earlier than sixty days before the day a security is presented for transfer; or (b) in the case of any other fiduciary, a copy of a document showing the appointment or other evidence believed by the issuer to be appropriate. Standards (5) An issuer may adopt reasonable standards with respect to evidence referred to in paragraph (4)(b). No notice to issuer (6) An issuer is deemed not to have notice of the content of a document referred to in subsection (4) that is obtained by the issuer except to the extent that the contents relate directly to appointment or incumbency.
Canada Cooperatives Act — C-1.7 239
Notice from additional documentation 239 If an issuer, in relation to a transfer, demands assurance other than an assurance specified in subsection 238(1) and obtains a copy of a will, trust or partnership agreement or a by-law or similar document, the issuer is deemed to have notice of all matters contained in the document that affect the transfer.
Canada Cooperatives Act — C-1.7 240
Limited duty of inquiry 240 (1) An issuer to whom a security is presented for registration has a duty to inquire into adverse claims if the issuer (a) receives written notice of an adverse claim at a time and in a manner that provide the issuer with a reasonable opportunity to act on it before the issue of a new, re-issued or re-registered security and the notice discloses the name and address of the claimant, the registered owner and the issue of which the security is a part; or (b) is deemed to have notice of an adverse claim from a document that it obtained under section 239. Discharge of duty (2) An issuer may discharge a duty of inquiry by any reasonable means, including notifying an adverse claimant by registered mail sent to the address provided by the adverse claimant or, if no such address has been provided, to the adverse claimant’s residence or regular place of business, that a security has been presented for registration of transfer by a named person and that the transfer will be registered unless, no later than thirty days after the date of sending the notice, the issuer (a) is served with a restraining order or other order of a court; or (b) is provided with an indemnity bond sufficient in the issuer’s judgement to protect the issuer and any transfer agent or other agent or mandatary of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.
Canada Cooperatives Act — C-1.7 241
Inquiry into adverse claim 241 (1) Unless an issuer is deemed to have notice of an adverse claim from a document that is obtained under section 239 or has received notice of an adverse claim under subsection 240(1), if a security presented for registration is endorsed by the appropriate person, the issuer has no duty to inquire into adverse claims and, in particular, (a) an issuer registering a security in the name of a person who is a fiduciary or who is described as a fiduciary is not bound to inquire into the existence, extent or correct description of the fiduciary relationship and the issuer may then assume without inquiry that the newly registered owner continues to be the fiduciary until the issuer receives written notice that the fiduciary is no longer acting as such with respect to the particular security; (b) an issuer registering a transfer on an endorsement by a fiduciary has no duty to inquire into whether the transfer is made in compliance with the document or with the law of the jurisdiction governing the fiduciary relationship; and (c) an issuer is deemed not to have notice of the contents of a court record or a registered document even if the record or document is in the issuer’s possession and the transfer is made on the endorsement of a fiduciary to the fiduciary specifically or to the fiduciary’s nominee.
Canada Cooperatives Act — C-1.7 242
Duration of notice of adverse claim 242 A written notice of adverse claim received by an issuer is effective for twelve months after the day it was received unless the notice is renewed in writing.
Canada Cooperatives Act — C-1.7 243
Limitation on issuer’s liability 243 (1) Except as provided otherwise in any applicable law relating to the collection of taxes, an issuer is not liable to the owner or any other person who incurs a loss as a result of the registration of a transfer of a security if (a) the necessary endorsements were on or with the security; and (b) the issuer had no duty to inquire into adverse claims or had discharged that duty. Duty of issuer on default (2) If an issuer has registered a transfer of a security to a person not entitled to it, the issuer must on demand deliver a like security to the owner unless (a) the issuer is not liable by virtue of subsection (1); (b) the owner is precluded by subsection 244(1) from asserting a claim; or (c) the delivery would result in an overissue to which section 196 applies.
Canada Cooperatives Act — C-1.7 244
Lost or stolen security 244 (1) The owner of a security who fails to notify the issuer of an adverse claim, in writing, within a reasonable time after the owner knows of a loss, apparent destruction or wrongful taking of the security is precluded from asserting against the issuer a claim to a new security if the issuer has registered a transfer of the security. Duty to issue new security (2) If the owner of a security claims that the security has been lost, destroyed or wrongfully taken, the issuer shall issue a new security in place of the original security if the owner (a) so requests before the issuer has notice that the security has been acquired by a good faith purchaser; (b) provides the issuer with a sufficient indemnity bond; and (c) satisfies any other reasonable requirements imposed by the issuer. Duty to register transfer (3) If, after the issue of a new security under subsection (2), a good faith purchaser of the original security presents the original security for registration of transfer, the issuer shall register the transfer unless registration would result in an overissue to which section 196 applies. Right of issuer to recover (4) In addition to the rights that an issuer has by reason of an indemnity bond, the issuer may recover the new security issued under subsection (2) from the person to whom it was issued or any person taking under that person other than a good faith purchaser.
Canada Cooperatives Act — C-1.7 245
Duty 245 An authenticating trustee, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, (a) a duty to the issuer to exercise good faith and reasonable diligence; and (b) the same obligations to the holder or owner of a security and the same rights, privileges and immunities as the issuer. 1998, c. 1, s. 245; 2011, c. 21, s. 98(F)
Canada Cooperatives Act — C-1.7 246
Notice to agent or mandatary 246 Notice to an authenticating trustee, transfer agent or other agent or mandatary of an issuer is notice to the issuer in respect of the functions performed by the agent or mandatary.
Canada Cooperatives Act — C-1.7 247
Annual financial statements to members 247 (1) The directors must place before the members at every annual meeting of members (a) prescribed comparative financial statements that conform to any prescribed requirements and relate separately to (i) the period that began on the date the cooperative came into existence and ended not more than six months before the annual meeting or, if the cooperative has completed a financial year, the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting, and (ii) the immediately preceding financial year; (b) the report of the auditor, if any; and (c) any further information respecting the financial position of the cooperative and the results of its operations required by the articles, the by-laws or a unanimous agreement. Annual financial statements to shareholders (2) If shareholders have a right to have an annual meeting under subsection 133(1), the directors must place the documents described in subsection (1) before the shareholders at every annual meeting of shareholders. Exception (3) Despite paragraph (1)(a) and subsection (2), the financial statements referred to in subparagraph (1)(a)(ii) may be omitted if the reason for the omission is set out in the financial statements, or in a note to those statements, to be placed before the members at an annual meeting of members and, in a case to which subsection (2) applies, the shareholders at an annual meeting of shareholders. 1998, c. 1, s. 247; 2018, c. 8, s. 69
Canada Cooperatives Act — C-1.7 248
Application for exemption 248 On the application of a cooperative, the Director may exempt the cooperative, on any terms that the Director thinks fit, from any requirement set out in section 247 or any of sections 249 to 252, if the Director reasonably believes that the detriment that may be caused to the cooperative by the requirement outweighs its benefit to the members and shareholders or, in the case of a distributing cooperative, to the public. 1998, c. 1, s. 248; 2018, c. 8, s. 70
Canada Cooperatives Act — C-1.7 249
Consolidated statements 249 (1) A cooperative must keep at its registered office a copy of the financial statements of each of its subsidiaries and of each entity the accounts of which are consolidated in its financial statements. Examination (2) The members and shareholders of a cooperative and their personal representatives may on request examine the statements referred to in subsection (1) during the usual business hours of the cooperative and may take extracts from them free of charge. Barring examination (3) A cooperative may, not later than fifteen days after a request to examine under subsection (2), apply to a court for an order barring the right of any person to so examine, and the court may, if it is satisfied that the examination would be detrimental to the cooperative or a subsidiary, bar the right and make any further order it thinks fit. Notice (4) A cooperative must give the person requesting to examine under subsection (2) notice of an application under subsection (3), and the person may appear and be heard in person or by counsel. 1998, c. 1, s. 249; 2001, c. 14, s. 200
Canada Cooperatives Act — C-1.7 250
Approval of financial statements 250 (1) The directors must approve the financial statements referred to in section 247 and the approval is evidenced by the manual signature of one or more directors, or a facsimile of the signatures reproduced on the statements. Condition precedent (2) A cooperative may not issue, publish or circulate copies of the financial statements referred to in section 247 unless they are (a) approved and signed in accordance with subsection (1); and (b) accompanied by the report of the auditor of the cooperative, if any.
Canada Cooperatives Act — C-1.7 251
Copies to shareholders 251 A cooperative shall send a copy of the documents referred to in section 247 to each member and shareholder, except to a member or shareholder who has informed the cooperative in writing that they do not want a copy of the documents, (a) not less than twenty-one days before each annual meeting of members; (b) not less than twenty-one days before each annual meeting of shareholders, if subsection 247(2) applies; or (c) not later than a resolution in lieu of an annual meeting is signed under section 66.
Canada Cooperatives Act — C-1.7 252
Copies to Director 252 (1) A distributing cooperative, any of the issued securities of which remain outstanding and are held by more than one person, must send a copy of the documents referred to in section 247 to the Director (a) not less than twenty-one days before each annual meeting of members or, without delay after a resolution referred to in paragraph 251(c) is signed; and (b) in any event within fifteen months after the last preceding annual meeting of shareholders was held or the resolution referred to in paragraph 251(c) was signed, but no later than six months after the end of the cooperative’s preceding financial year. Subsidiary cooperative (2) A subsidiary cooperative is not required to comply with this section if its financial statements are consolidated or combined with those of its holding cooperative entity and the statements of its holding cooperative entity are sent to the Director in compliance with this section. 1998, c. 1, s. 252; 2001, c. 14, s. 201