1 (1) In this Act, “articles of incorporation” or “articles” means the original or restated articles of incorporation, articles of amalgamation, letters patent, supplementary letters patent, a special Act and any other instrument by which a co-operative is incorporated, and includes any amendments thereto; (“statuts constitutifs”, “statuts”) “authorized capital” means the authorized capital as determined under section 25; (“capital social autorisé”) “certificate of incorporation” includes letters patent, a special Act or any other instrument by which a co-operative is incorporated; (“certificat de constitution”) “certified copy” means, (a)  in relation to a document of a co-operative, a copy of the document certified to be a true copy signed by an officer, (b)  in relation to a document issued by a court, a copy of the document certified to be a true copy under the seal of the court and signed by the registrar or clerk thereof, (c)  in relation to a document in the custody of the Minister, a copy of the document certified to be a true copy by the Minister or by a public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations; (“copie certifiée conforme”) “co-operative” means a corporation carrying on an enterprise on a co-operative basis and to which this Act applies; (“coopérative”) “co-operative basis” means organized, operated and administered upon the following principles and methods, (a)  each member or delegate has only one vote, (b)  no member or delegate may vote by proxy, (c)  interest on loan capital and dividends on share capital are limited to a percentage fixed by this Act or the articles of incorporation, and (d)  the enterprise of the corporation is operated as nearly as possible at cost after providing for reasonable reserves and the payment or crediting of interest on loan capital or dividends on share capital; and any surplus funds arising from the business of the organization, after providing for such reasonable reserves and interest or dividends, unless used to maintain or improve services of the organization for its members or donated for community welfare or the propagation of co-operative principles, are distributed in whole or in part among the members, (i)  in accordance with the by-laws of the co-operative if the corporation is a renewable energy co-operative, or (ii)  in proportion to the volume of business the members have done with or through the organization if the corporation is not a renewable energy co-operative; (“mode coopératif”) “corporation” means a corporation with or without share capital whether or not it is a co-operative to which this Act applies; (“personne morale”) “court” means the Superior Court of Justice; (“tribunal”) “debt obligation” means a bond, debenture, note or other similar obligation of a corporation, whether secured or unsecured; (“titre de créance”) “direct charge co-operative” means a co-operative that deals with its members and prospective members only in products or services on a cost basis and that directly charges its members a fee to cover the operating expenses of the co-operative; (“coopérative de contribution directe”) “Director” means the Director appointed under section 278 of the Business Corporations Act; (“directeur”) “electronic signature” has the same meaning as in the Business Corporations Act; (“signature électronique”) “financial statement” means a financial statement referred to in section 128; (“état financier”) “housing charges” means the charges a non-profit housing co-operative charges its members and includes charges unrelated to housing; (“frais de logement”) “issued capital” means the issued capital as determined under section 29; (“capital social émis”) “member” means a person who is a member of a co-operative pursuant to the provisions of this Act or the articles and by-laws of the co-operative governing membership; (“membre”) “member unit” means a housing unit of a non-profit housing co-operative other than a non-member unit; (“logement réservé aux membres”) “Minister” means the Minister of Government and Consumer Services or such other member of the Executive Council to whom the administration of this Act may be assigned; (“ministre”) “Ministry” means the Ministry of the Minister; (“ministère”) “multi-stakeholder co-operative” means a co-operative, (a)  the articles of which provide that it is a multi-stakeholder co-operative for the purposes of this Act, (b)  the articles of which provide for the division of its members into two or more stakeholder groups, (c)  the articles of which set out the method of determining the number of directors each stakeholder group may elect, and (d)  for which the requirements set out in subsection 1 (1.3) are satisfied; (“coopérative composée de partenaires multiples”) “non-member unit” means a housing unit of a non-profit housing co-operative designated under section 171.5 as a non-member unit; (“logement réservé aux personnes qui ne sont pas membres”) “non-profit housing co-operative” means a co-operative, without share capital, the articles of which provide that the co-operative is a non-profit housing co-operative for the purposes of this Act; (“coopérative de logement sans but lucratif”) “officer” means the chair or any vice-chair of the board of directors, the president, any vice-president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the general manager, or any other person designated an officer by by-law or by resolution of the directors or any other individual who performs functions for the co-operative similar to those normally performed by an individual occupying any such office; (“dirigeant”) “personal representative”, where used with reference to the holding of shares or loans or the exercise of a member’s rights in that capacity, means, (a)  an executor, administrator, guardian, tutor, committee, trustee, receiver or liquidator of the member, shareholder or lender, or (b)  in the case of a member, shareholder or lender who is incapable of managing property within the meaning of the Substitute Decisions Act, 1992, the guardian of property, attorney under a continuing power of attorney for property with authority, committee or curator for the member, shareholder or lender; (“ayant droit”) “prescribed” means prescribed by the regulations; (“prescrit”) “regulations” means the regulations made under this Act; (“règlements”) “related person”, where used to indicate a relationship with any person, means, (a)  any spouse, son or daughter of that person, or (b)  any relative of such person or of such person’s spouse, other than an individual referred to in clause (a), who has the same home as such person; (“personne liée”) “resident Canadian” means a Canadian citizen or person lawfully admitted to Canada for permanent residence, who is ordinarily resident in Canada; (“résident canadien”) “security” means any share of any class or series of shares or any debt obligation of a corporation; (“valeur mobilière”) “senior officer” means, (a)  the chair or any vice-chair of the board of directors, the president, any vice-president, the secretary, the treasurer or the general manager of a co-operative or any other individual who performs functions for the co-operative similar to those normally performed by an individual occupying any such office, and (b)  each of the five highest paid employees of a co-operative, including any individual referred to in clause (a); (“cadre dirigeant”) “series”, in relation to shares, means a division of a class of shares; (“série”) “special resolution” means a resolution that is not effective until it is, (a)  passed by the directors of a co-operative, and (b)  confirmed, with or without variation, by at least two-thirds of the votes cast at a general meeting of the members of the co-operative duly called for that purpose, or such greater proportion of the votes cast as the articles provide; (“résolution spéciale”) “spouse” means a person to whom the person is married or with whom the person is living in a conjugal relationship outside marriage; (“conjoint”) “stakeholder group” means a group of members of a multi-stakeholder co-operative, (a)  with a common interest, or (b)  residing within a defined geographical area; (“groupement de partenaires”) “telephonic or electronic means” means any means that uses the telephone or any other electronic or other technological means to transmit information or data, including telephone calls, voice mail, fax, email, an automated touch-tone telephone system, computer or computer networks; (“moyen de communication téléphonique ou électronique”) “term loan” means a loan having a fixed date of maturity and includes member and patronage loans having a fixed date of maturity; (“prêt à terme”) “worker co-operative” means a co-operative, (a)  the articles of which provide that the co-operative’s primary object is to provide employment to its members, (b)  the articles of which provide that it is a condition of membership that, except in circumstances prescribed by the regulations, a member must be employed by the co-operative, and (c)  for which subsection (1.1) is satisfied. (“coopérative de travail”)  R.S.O. 1990, c. C.35, s. 1 (1); 1992, c. 19, s. 1 (1); 1994, c. 17, s. 1 (1); 1997, c. 28, s. 34; 1999, c. 6, s. 14 (1, 2); 2001, c. 8, s. 6; 2004, c. 31, Sched. 8, s. 1; 2005, c. 5, s. 14 (1-3); 2006, c. 19, Sched. C, s. 1 (1); 2009, c. 12, Sched. I, s. 1; 2009, c. 33, Sched. 2, s. 19 (1); 2016, c. 23, s. 43; 2017, c. 34, Sched. 9, s. 1; 2019, c. 15, Sched. 8, s. 1; 2020, c. 7, Sched. 6, s. 1; 2020, c. 36, Sched. 14, s. 5 (1); 2023, c. 9, Sched. 8, s. 1. Employment requirements (1.1) For the purposes of the definition of “worker co-operative” in subsection (1), this subsection is satisfied if, (a)  at least 75 per cent of the permanent full-time employees are members of the co-operative; (b)  at least 75 per cent of all employees are members of the co-operative; or (c)  the alternative requirements prescribed by the regulations for the purposes of this clause, relating to the proportion of employees that must be members of the co-operative are satisfied.  1992, c. 19, s. 1 (2). Permanent full-time employees (1.2) For the purposes of clause (1.1) (a), an employee is not a permanent full-time employee if, (a)  the employee is employed for a probationary period of one year or less; (b)  the employee is employed under a contract for a term of two years or less; or (c)  the employee’s regular hours of work are less than fifteen hours per week.  1992, c. 19, s. 1 (2). Multi-stakeholder co-operative (1.3) For the purposes of the definition of “multi-stakeholder co-operative”, the requirements of this subsection are satisfied if, (a)  each member of the co-operative belongs to a stakeholder group; and (b)  no member of a co-operative belongs to more than one stakeholder group at the same time.  1994, c. 17, s. 1 (2). Special resolution of multi-stakeholder co-operative (1.4) For a multi-stakeholder co-operative, any reference in this Act to a special resolution means a resolution that is not effective until it is, (a)  passed by the directors of a multi-stakeholder co-operative; and (b)  confirmed, with or without variation, by at least two-thirds, or such greater proportion as the articles provide, of the votes cast by the members of each stakeholder group at, (i)  a general meeting of the members of the co-operative duly called for that purpose, or (ii)  separate meetings of each of the stakeholder groups duly called for that purpose.  1994, c. 17, s. 1 (2). Determining directors (1.5) For a multi-stakeholder co-operative, the value invested in the co-operative by the members of any stakeholder group shall not be used as the sole basis for determining the number of directors that may be elected by that stakeholder group.  1994, c. 17, s. 1 (2). Interpretation: subsidiary (2) For the purposes of this Act, a corporation shall be deemed to be a subsidiary of a co-operative if, but only if, it is controlled by that co-operative.  R.S.O. 1990, c. C.35, s. 1 (2). Holding co-operative (3) For the purposes of this Act, a co-operative shall be deemed to be a corporation’s holding co-operative if, but only if, that corporation is its subsidiary.  R.S.O. 1990, c. C.35, s. 1 (3). Control (4) For the purposes of this Act, a subsidiary shall be deemed to be controlled by one or more other corporations if, but only if, (a)  shares of the subsidiary carrying more than 50 per cent of the votes for the election of directors are held, other than by way of security only, by or for the benefit of such one or more other corporations; and (b)  the votes carried by such shares are sufficient, if exercised, to elect a majority of the board of directors of the subsidiary.  R.S.O. 1990, c. C.35, s. 1 (4). Insolvency (5) For the purposes of this Act, a co-operative is insolvent if its liabilities exceed the realizable value of its assets or if the co-operative is unable to pay its debts as they become due.  R.S.O. 1990, c. C.35, s. 1 (5). Number of members (6) In determining the number of members of a co-operative, for the purposes of this Act, two or more persons holding the same share or shares jointly shall be counted as one member.  R.S.O. 1990, c. C.35, s. 1 (6). Section Amendments with date in force (d/m/y) 1992, c. 19, s. 1 (1, 2) - 24/08/1992; 1994, c. 17, s. 1 (1, 2) - 23/06/1994; 1997, c. 28, s. 34 (1, 2) - 1/01/1998; 1997, c. 28, s. 34 (3) - 1/07/1998; 1999, c. 6, s. 14 (1, 2) - 1/03/2000 2001, c. 8, s. 6 - 29/06/2001 2004, c. 31, Sched. 8, s. 1 (1, 2) - 31/08/2007 2005, c. 5, s. 14 (1-3) - 9/03/2005 2006, c. 19, Sched. C, s. 1 (1) - 22/06/2006 2009, c. 12, Sched. I, s. 1 - 9/09/2009; 2009, c. 33, Sched. 2, s. 19 (1) - 15/12/2009 2016, c. 23, s. 43
- 05/12/2016 2017, c. 34, Sched. 9, s. 1 - 29/10/2018 2019, c. 15, Sched. 8, s. 1 - 01/04/2020 2020, c. 7, Sched. 6, s. 1 - 12/05/2020; 2020, c. 36, Sched. 14, s. 5 (1) - 08/12/2020 2023, c. 9, Sched. 8, s. 1 - 01/10/2023