jswizzle3737/ontario_laws_and_regs huggingface dataset:
95 (1) In addition to any other provision in the articles or by-laws of a co-operative for calling meetings of directors, a quorum of the directors may, at any time, call a meeting of the directors for the transaction of any business the general nature of which is specified in the notice calling the meeting.  R.S.O. 1990, c. C.35, s. 95 (1). Notice (2) In the absence of any other provision in that behalf in the by-laws of the co-operative, notice of the time and place for the holding of the meeting called under subsection (1) shall be given to every director of the co-operative by sending the notice ten days or more before the date of the meeting to his or her latest address as shown on the records of the co-operative.  R.S.O. 1990, c. C.35, s. 95 (2); 2004, c. 31, Sched. 8, s. 16. When notice is not required to specify place of meeting (3) Despite subsection (2) and any other provision in the articles or by-laws of a co-operative, a notice of a meeting of directors is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. 2023, c. 9, Sched. 8, s. 10. Instructions re attending meeting by telephonic, etc. means (4) If the directors may attend a meeting by telephonic or electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. 2023, c. 9, Sched. 8, s. 10. Waiver of notice (5) A director may in any manner and at any time waive a notice of a meeting of directors and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. 2023, c. 9, Sched. 8, s. 10. Transition (6) For clarity, this section, as it read immediately before the day section 10 of Schedule 8 to the Less Red Tape, Stronger Economy Act, 2023 comes into force, continues to apply to a notice that was given before that day in respect of a meeting of directors or to be held on or after that day. 2023, c. 9, Sched. 8, s. 10. Section Amendments with date in force (d/m/y) 2004, c. 31, Sched. 8, s. 16 - 31/08/2007 2023, c. 9, Sched. 8, s. 10 - 01/10/2023
95.1 A meeting of the directors elected by a stakeholder group of a multi-stakeholder co-operative shall be called as nearly as possible in the same manner as meetings of directors generally.  1994, c. 17, s. 25. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 25 - 23/06/1994
95.2 (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of the board of directors or of the executive committee, is as valid as if it had been passed at a meeting of the board of directors or of the executive committee. 2023, c. 9, Sched. 8, s. 11. Exception (2) Subsection (1) does not apply to a resolution referred to in subsection 49 (3) or section 66 or 171.8. 2023, c. 9, Sched. 8, s. 11. Copy to be kept (3) A copy of every resolution passed under subsection (1) shall be kept with the minutes of the proceedings of the board of directors or of the executive committee. 2023, c. 9, Sched. 8, s. 11. Evidence (4) Unless a poll is demanded, an entry in the minutes of a meeting to the effect that the chair 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. 2023, c. 9, Sched. 8, s. 11. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 8, s. 11 - 01/10/2023
96 (1) The board of directors shall manage or supervise the management of the affairs and business of the co-operative. Conduct of business (2) Subject to section 97, no business of a co-operative shall be transacted by its board of directors except at a meeting of directors at which a quorum of the board is present and at which a majority of the directors present are resident Canadians. Idem (3) Where there is a vacancy or vacancies in the board of directors, the remaining directors may exercise all the powers of the board so long as a quorum of the board remains in office.  R.S.O. 1990, c. C.35, s. 96.
97 (1) Where the number of directors of a co-operative is more than six, and if authorized by a by-law, the directors may elect from among their number an executive committee consisting of not fewer than three of whom a majority shall be resident Canadians and may delegate to the executive committee any powers of the board of directors, subject to the restrictions, if any, contained in the by-law or imposed from time to time by the directors.  R.S.O. 1990, c. C.35, s. 97 (1). Proportion of non-members (1.1) The proportion of directors on the executive committee who are non-members or who are not directors, officers, shareholders or members of a corporate member must not be greater than the proportion of directors on the board of directors of the co-operative who are non-members or who are not directors, officers, shareholders or members of a corporate member.  2010, c. 1, Sched. 4, s. 1. Quorum (2) An executive committee may fix its quorum, which shall be not less than a majority of its members.  R.S.O. 1990, c. C.35, s. 97 (2). Conduct of business (3) No business shall be transacted by an executive committee except at a meeting of its members at which a quorum of the executive committee is present and at which a majority of the members present are resident Canadians.  R.S.O. 1990, c. C.35, s. 97 (3). Counting (4) Directors on the executive committee who are non-members or who are not directors, officers, shareholders or members of a corporate member must not be counted for the purpose of constituting a quorum.  2009, c. 34, Sched. F, s. 8. Section Amendments with date in force (d/m/y) 2009, c. 34, Sched. F, s. 8 - 15/12/2009 2010, c. 1, Sched. 4, s. 1 - 18/05/2010
99 (1) Where a co-operative acquires any of its shares or repays any of its loans in contravention of this Act or the articles, the directors who voted in favour of or consented to the resolution authorizing the acquisition or repayment are jointly and severally liable to the co-operative to the extent of the amount paid out.  R.S.O. 1990, c. C.35, s. 99 (1). Application to court (2) Where a co-operative acquires any of its shares or repays any of its loans in contravention of this Act or the articles, any member of the co-operative or, where the acquisition or repayment is in contravention of subsection 32 (2), 67 (1) or section 69, any creditor of the co-operative who was a creditor at the time of the acquisition or repayment, may apply to the court and the court may, if it considers it to be just and equitable under the circumstances, make an order making any member whose shares were acquired liable to the co-operative jointly and severally with the directors, to the extent of the amount paid to the member.  2002, c. 24, Sched. B, s. 30 (2). Section Amendments with date in force (d/m/y) 2002, c. 24, Sched. B, s. 30 (2) - 1/01/2004
100 Where any dividend is declared and paid in contravention of section 58, (a)  the directors who voted in favour of or consented to the resolution authorizing the declaration of the dividend are jointly and severally liable to the co-operative to the extent of the amount of the dividend so declared and paid or such part thereof as renders the co-operative insolvent or diminishes its capital; and (b)  any member of the co-operative or any creditor of the co-operative who was a creditor at the time of the declaration of the dividend may apply to the court, and the court may, if it considers it to be just and equitable under the circumstances, make an order making any member to whom the dividend is paid jointly and severally liable with the directors to the extent of the amount of the dividend paid to the member.  R.S.O. 1990, c. C.35, s. 100; 2002, c. 24, Sched. B, s. 30 (3). Section Amendments with date in force (d/m/y) 2002, c. 24, Sched. B, s. 30 (3) - 1/01/2004
101 (1) A director who was present at a meeting of the board of directors or an executive committee thereof when, (a)  the redemption or purchase of shares of the co-operative is authorized; (b)  the declaration and payment of a dividend is authorized; or (c)  the repayment of loans to members is authorized, shall be deemed to have consented thereto unless, (d)  his or her dissent is entered in the minutes of the meeting; (e)  the director files his or her written dissent with the person acting as secretary of the meeting before its adjournment; or (f)  the director delivers or sends his or her dissent by registered mail to the co-operative immediately after the adjournment of the meeting, and within seven days after complying with clause (d), (e) or (f) the director sends a copy of his or her dissent by registered mail to the Minister.  R.S.O. 1990, c. C.35, s. 101 (1); 1997, c. 28, s. 37; 2018, c. 17, Sched. 9, s. 13. Idem (2) A director who voted in favour of a matter referred to in subsection (1) is not entitled to dissent under subsection (1).  R.S.O. 1990, c. C.35, s. 101 (2). Consent of director not at meeting (3) A director who was not present at a meeting of the board of directors or any executive committee thereof when, (a)  the redemption or purchase of shares of the co-operative is authorized; (b)  the declaration and payment of a dividend is authorized; or (c)  the repayment of loans to members is authorized, shall be deemed to have consented thereto unless, (d)  the director delivers or sends to the co-operative by registered mail his or her dissent; or (e)  the director causes his or her dissent to be filed with the minutes of the meeting, within seven days after the director becomes aware of the authorization referred to in clause (a), (b) or (c) and unless, within seven days after complying with clause (d) or (e), the director sends a copy of his or her dissent by registered mail to the Minister.  R.S.O. 1990, c. C.35, s. 101 (3); 1997, c. 28, s. 37; 2018, c. 17, Sched. 9, s. 13. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 37 - 1/07/1998 2018, c. 17, Sched. 9, s. 13 - 08/06/2019
102 (1) A director is not liable under section 99 or 100 if, in the circumstances, the director discharged his or her duty to the co-operative in accordance with section 108. Liability not excluded (2) The liability imposed by this Act upon a director is in addition to any other liability that is by law imposed upon him or her.  R.S.O. 1990, c. C.35, s. 102.
103 (1) The directors of a co-operative are jointly and severally liable to the employees of the co-operative for all debts that become due while they are directors for services performed for the co-operative, not exceeding six months wages, and for the vacation pay accrued for not more than twelve months under the Employment Standards Act and the regulations thereunder or under any collective agreement made by the co-operative.  R.S.O. 1990, c. C.35, s. 103 (1); 2017, c. 20, Sched. 3, s. 2. Limitation of liability (2) A director is liable under subsection (1) only if, (a)  the co-operative is sued in the action against the director and execution against the co-operative is returned unsatisfied in whole or in part; or (b)  before or after the action is commenced, the co-operative goes into liquidation, is ordered to be wound up or makes an authorized assignment under the Bankruptcy and Insolvency Act
(Canada), or a receiving order under that Act is made against it, and, in any such case, the claim for the debt has been proved.  2002, c. 24, Sched. B, s. 30 (4). Idem (3) After execution has been so returned against the co-operative, the amount recoverable against the director is the amount remaining unsatisfied on the execution.  R.S.O. 1990, c. C.35, s. 103 (3). Rights of director who pays the debt (4) If the claim for the debt has been proved in liquidation or winding-up proceedings or under the Bankruptcy and Insolvency Act (Canada), a director who pays the debt is entitled to any preference that the creditor paid would have been entitled to or, if a judgment has been recovered for the debt, the director is entitled to an assignment of the judgment.  R.S.O. 1990, c. C.35, s. 103 (4). Section Amendments with date in force (d/m/y) 2002, c. 24, Sched. B, s. 30 (4) - 01/01/2004 CTS 20 JA 17 - 1 2017, c. 20, Sched. 3, s. 2 - 14/11/2017
104 The members may, by resolution passed by a majority of the votes cast at a general meeting duly called for that purpose, remove any director before the expiration of his or her term of office and may, by a majority of the votes cast at the meeting, elect any qualified person in his or her stead for the remainder of his term.  R.S.O. 1990, c. C.35, s. 104.
104.1 Despite section 104, for a multi-stakeholder co-operative, the members of a stakeholder group may, by resolution passed by a majority of the votes of the stakeholder group cast at a meeting of the stakeholder group duly called for that purpose, remove any director elected by the stakeholder group before the expiration of his or her term of office and may, by a majority of the votes cast at the meeting, elect any qualified person in his or her stead for the remainder of the term.  1994, c. 17, s. 26. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 26 - 23/06/1994
105 (1) A co-operative shall have a president and a secretary and such other officers as are provided for by by-law or by resolution of the directors. Election and appointment (2) In the absence of other provisions in that behalf in the articles or by-laws, the directors, (a)  shall elect the president from among themselves; (b)  shall appoint or elect the secretary; and (c)  may appoint or elect one or more vice-presidents or other officers.  R.S.O. 1990, c. C.35, s. 105.
106 A co-operative may by by-law, (a)  provide for the election or appointment by the directors from among themselves of a chair of the board; (b)  define the duties of the chair; (c)  assign to the chair all or any of the duties of the president or of any other officer of the co-operative, and, if the by-law assigns to the chair any of the duties of the president, it shall also fix and prescribe the duties of the president.  R.S.O. 1990, c. C.35, s. 106.
107 Unless the articles or by-laws otherwise provide, no person shall be the president of a co-operative unless he or she is a director of the co-operative, but no other officer except the chair of the board need be a director.  R.S.O. 1990, c. C.35, s. 107.
108 Every director and officer of a co-operative shall exercise the powers and discharge the duties of his or her office honestly, in good faith and in the best interests of the co-operative, and in connection therewith shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.  R.S.O. 1990, c. C.35, s. 108.
109 An act done by a director or by an officer is not invalid by reason only of any defect that is thereafter discovered in his or her appointment, election or qualification.  R.S.O. 1990, c. C.35, s. 109. Indemnification of directors, officers, etc.
111 (1) Every insider of a co-operative or associate or affiliate of such insider who, in connection with a transaction relating to the securities of the co-operative, makes use of any specific confidential information for his, her or its own benefit or advantage that, if generally known, might reasonably be expected to affect materially the value of such securities, is liable to compensate any person for any direct loss suffered by such person as a result of the transaction, unless the information was known or ought reasonably to have been known to such person at the time of the transaction, and is also accountable to the co-operative for any direct benefit or advantage received or receivable by such insider, associate or affiliate, as the case may be, as a result of the transaction.  R.S.O. 1990, c. C.35, s. 111 (1). (2) Repealed: 2002, c. 24, Sched. B, s. 25. Definitions (3) In this section, “associate”, where used to indicate a relationship with any person, means, (a)  any corporation of which such person beneficially owns directly or indirectly equity shares carrying more than 10 per cent of the voting rights attached to all equity shares of the corporation for the time being outstanding, (b)  any partner of that person acting by or for the partnership of which they are both partners, (c)  any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, (d)  any spouse, son or daughter of that person, or (e)  any relative of such person or of such person’s spouse, other than an individual referred to in clause (d), who has the same home as such person; (“personne qui a un lien”) “insider” or “insider of a co-operative” means any director or senior officer of a co-operative. (“initié”, “initié de la coopérative”)  R.S.O. 1990, c. C.35, s. 111 (3); 1999, c. 6, s. 14 (3); 2005, c. 5, s. 14 (4); 2016, c. 23, s. 43. Idem (4) For the purposes of this section, one corporation shall be deemed to be affiliated with another corporation if, but only if, one of them is the subsidiary of the other.  R.S.O. 1990, c. C.35, s. 111 (4). Section Amendments with date in force (d/m/y) 1999, c. 6, s. 14 (3) - 1/03/2000 2002, c. 24, Sched. B, s. 25 - 1/01/2004 2005, c. 5, s. 14 (4) - 9/03/2005 2016, c. 23, s. 43
- 05/12/2016
112 (1) Upon application by any person who was at the time of a transaction referred to in subsection 111 (1) or is at the time of the application an owner of securities of the co-operative, the court may, if satisfied that, (a)  such person has reasonable grounds for believing that the co-operative has a cause of action under section 111; and (b)  either, (i)  the co-operative has refused or failed to commence an action under section 111 within sixty days after receipt of a written request from such person so to do, or (ii)  the co-operative has failed to prosecute diligently an action commenced by it under section 111, make an order, upon such terms as to security for costs and otherwise as to the court seems fit, requiring the Minister to commence or continue an action in the name of and on behalf of the co-operative to enforce the liability created by section 111.  R.S.O. 1990, c. C.35, s. 112 (1); 1997, c. 28, s. 37; 2018, c. 17, Sched. 9, s. 13. Notice (2) The applicant under subsection (1) shall give to the co-operative and the Minister notice of the person’s application, and the co-operative and the Minister have the right to appear and be heard thereon.  R.S.O. 1990, c. C.35, s. 112 (2); 1997, c. 28, s. 37; 2018, c. 17, Sched. 9, s. 13. Order to co-operate (3) Every order made under subsection (1) shall provide that the co-operative shall co-operate fully with the Minister in the institution and prosecution of the action and shall make available to the Minister all records, documents and other material or information known to the co-operative or reasonably ascertainable by the co-operative relevant to the action.  R.S.O. 1990, c. C.35, s. 112 (3); 1997, c. 28, s. 37; 2018, c. 17, Sched. 9, s. 13. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 37 - 1/07/1998 2018, c. 17, Sched. 9, s. 13 - 08/06/2019 Records
113 (1) Where this Act requires a record to be kept by a co-operative, it may be kept in any form. 2023, c. 9, Sched. 8, s. 12 (1). Same (2) The co-operative shall, (a)  take adequate precautions, appropriate to the means used, for guarding against the risk of falsifying the information recorded; and (b)  provide means for making the information available in an accurate and intelligible form within a reasonable time to any person lawfully entitled to examine the record. R.S.O. 1990, c. C.35, s. 113 (2); 2023, c. 9, Sched. 8, s. 12 (2). Admissibility of records in evidence (3) The information in a record is admissible in evidence as proof, in the absence of evidence to the contrary, of all facts stated in the record, before and after dissolution of the co-operative. 2023, c. 9, Sched. 8, s. 12 (3). False information (4) No person shall remove, withhold or destroy information required by this Act or the regulations to be recorded, or, (a)  record or assist in recording any information in a record; or (b)  make information purporting to be accurate available in a form referred to in clause (2) (b), knowing it to be untrue.  R.S.O. 1990, c. C.35, s. 113 (4). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 8, s. 12 (1-3) - 01/10/2023
114 A co-operative shall cause to be kept the following records: 1.  A copy of the articles of the co-operative. 2.  All by-laws and resolutions, including special resolutions, of the co-operative. 3.  A register of members and security holders in which is set out the names alphabetically arranged or alphabetically indexed in appropriate categories of, i.  in a co-operative with share capital, all persons who are or have been within ten years registered as holders of shares in the co-operative and the address including the street and number, if any, and an email address, if one is provided, of every such person while a holder, in which are set out also the number, class and series of shares held by such holder, ii.  in a co-operative without share capital, all persons who are or have been within ten years registered as members of the co-operative and the address including the street and number, if any, and an email address, if one is provided, of every such person while a member, iii.  in a co-operative with or without share capital, all persons who are or who have been holders of debt obligations other than debt obligations in bearer form of the co-operative and the address including the street and number, if any, and an email address, if one is provided, of every such person while a holder in which are set out also the class or series and principal amount of the debt obligations held by such holder. 4.  A register of directors in which are set out the names and residence addresses while directors, including the street and number, if any, and an email address if one is provided of all persons who are or have been directors of the co-operative with the several dates on which they have become or ceased to be a director. 5.  Proper accounting records in which are set out all financial and other transactions of the co-operative including, without limiting the generality of the foregoing, records of, i.  all sums of money received and disbursed by the co-operative and the matters with respect to which receipt and disbursement took place, ii.  all sales and purchases of the co-operative, iii.  the assets and liabilities of the co-operative, and iv.  all other transactions affecting the financial position of the co-operative. 6.  The minutes of all proceedings at meetings of members, directors and any executive committee.  R.S.O. 1990, c. C.35, s. 114; 2004, c. 31, Sched. 8, s. 18; 2019, c. 15, Sched. 8, s. 5; 2023, c. 9, Sched. 8, s. 13. Section Amendments with date in force (d/m/y) 2004, c. 31, Sched. 8, s. 18 - 31/08/2007 2019, c. 15, Sched. 8, s. 5 - 10/12/2019 2023, c. 9, Sched. 8, s. 13 - 01/10/2023
115 Every co-operative shall cause to be kept a register of transfers in which all transfers of securities issued by the co-operative in registered form and the date and other particulars of each transfer shall be set out.  R.S.O. 1990, c. C.35, s. 115.
116 A co-operative may appoint a registrar and a transfer agent to keep the register of security holders and the register of transfers.  R.S.O. 1990, c. C.35, s. 116; 2023, c. 9, Sched. 8, s. 14. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 8, s. 14 - 01/10/2023
117 (1) The register of security holders and the register of transfers shall be kept at the head office of the co-operative or at such other office or place in Ontario as is appointed by resolution of the directors. Valid registration (2) Registration of the transfer of a security of the co-operative in the register of transfers is a complete and valid registration for all purposes. Destruction of spent documents (3) A co-operative, registrar or transfer agent is not liable to produce a security certificate or any document that is evidence of the issue or transfer of the security certificate after six years, (a)  in the case of a share certificate, from the date of its cancellation; or (b)  in the case of a certificate representing a debt obligation, from the date of retirement of the whole debt obligation of which the certificate represents a part.  R.S.O. 1990, c. C.35, s. 117.
118 (1) The records mentioned in sections 114 and 115 shall, during the normal business hours of the co-operative, be open to examination by any director and shall, except as provided in section 117 and in subsections (2) and (3) of this section, be kept at the head office of the co-operative. R.S.O. 1990, c. C.35, s. 118 (1). Same, examination by remote means (1.1) Subject to the articles and by-laws of the co-operative, the co-operative may, but is not required to, permit a director to examine any or all of the records mentioned in subsection (1) remotely at any time by means of any technology. 2023, c. 9, Sched. 8, s. 15. Records of account at branch (2) A co-operative may keep at any place where it conducts its affairs such parts of the accounting records as relate to the operations, business and assets and liabilities of the co-operative carried on, supervised or accounted for at such place, but there shall be kept at the head office of the co-operative or such other place as is authorized under subsection (3) such records as will enable the directors to ascertain quarterly with reasonable accuracy the financial position of the co-operative.  R.S.O. 1990, c. C.35, s. 118 (2). Order for removal of records (3) Where a co-operative, (a)  shows, to the satisfaction of the Minister, the necessity of keeping all or any of the records mentioned in subsection (1) at a place other than the head office of the co-operative; and (b)  gives to the Minister adequate assurance, by surety bond or otherwise, that such records will be open for examination, (i)  at the head office or some other place in Ontario designated by the Minister, and (ii)  by any person who is entitled to examine them and who has applied to the Minister for such an examination, the Minister may, by order and upon such terms as the Minister thinks fit, permit the co-operative to keep such of them at such place or places, other than the head office, as the Minister thinks fit and the Minister may by order and upon such terms as he or she sees fit rescind any such order.  R.S.O. 1990, c. C.35, s. 118 (3); 1997, c. 28, s. 37; 2018, c. 17, Sched. 9, s. 13. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 37 - 1/07/1998 2018, c. 17, Sched. 9, s. 13 - 08/06/2019 2023, c. 9, Sched. 8, s. 15 - 01/10/2023
119 (1) Subject to section 120, the records of a co-operative mentioned in section 114 or 115, other than accounting records, resolutions of directors and the minutes of proceedings at meetings of directors and any executive committee, shall, during the normal business hours of the co-operative and at the place or places where they are kept, be open to examination by the members and creditors or their agents or personal representatives, and any of them may make extracts therefrom. R.S.O. 1990, c. C.35, s. 119 (1). Same, examination by remote means (1.1) Subject to the articles and by-laws of the co-operative, the co-operative may, but is not required to, permit a member or creditor or their agent or personal representative to examine any or all of the records mentioned in subsection (1) remotely at any time by means of any technology and may also permit the person to make extracts by such means. 2023, c. 9, Sched. 8, s. 16 (1). Same, registrar or transfer agent appointed under s. 116 (1.2) Subject to the articles and by-laws of the co-operative, a registrar or transfer agent appointed under section 116 may, but is not required to, permit a member or creditor or their agent or personal representative to examine the register of security holders or the register of transfers remotely at any time by means of any technology and may also permit the person to make extracts by such means. 2023, c. 9, Sched. 8, s. 16 (1). No refusal to permit inspection under subs. (1) (2) No person shall refuse to permit a person mentioned in subsection (1) to examine a record or to make an extract in accordance with subsection (1). 2023, c. 9, Sched. 8, s. 16 (2). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 8, s. 16 (1, 2) - 01/10/2023
120 (1) Any member or creditor, upon filing with the co-operative or its agent the affidavit referred to in subsection (2) may, (a)  make or cause to be made; or (b)  require a co-operative or its transfer agent to make, upon payment of a reasonable charge therefor, a list setting out the names alphabetically arranged of all or any members or security holders or both of the co-operative and the addresses of each such person as shown on the records of the co-operative made up to a date not more than ten days before the date of filing the affidavit.  R.S.O. 1990, c. C.35, s. 120 (1). Form of Affidavit (2) The affidavit referred to in subsection (1) shall be in a form approved by the Minister.  1997, c. 19, s. 3 (5); 1999, c. 12, Sched. I, s. 1 (3) ; 2018, c. 17, Sched. 9, s. 13. Idem, where applicant a corporation (3) Where the applicant is a corporation, the affidavit shall be made by the president or other officer authorized by resolution of the board of directors of the corporation. Use of list (4) No person shall use a list of all or any of the members of a co-operative obtained under this section, (a)  for the purpose of delivering or sending to all or any of the members advertising or other printed matter relating to securities other than the securities of the co-operative; or (b)  for any purpose not connected with the co-operative. Duty to furnish (5) Every co-operative or transfer agent shall furnish a list in accordance with subsection (1) when so required. Purposes of list (6) Purposes connected with the co-operative include any effort to influence the voting of members or security holders at any meeting thereof.  R.S.O. 1990, c. C.35, s. 120 (3-6). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 3 (5) - 10/10/1997; 1999, c. 12, Sched. I, s. 1 (3) - 22/12/1999 2018, c. 17, Sched. 9, s. 13 - 08/06/2019
121 No person shall offer for sale or sell or purchase or otherwise traffic in a list or a copy of a list of all or any of the members of a co-operative.  R.S.O. 1990, c. C.35, s. 121.
122 (1) Where the name of a person is, without sufficient cause, entered in or omitted from the records of a co-operative other than accounting records, or if default is made or unnecessary delay takes place in entering therein the fact of any person having ceased to be a security holder or member of the co-operative, the person aggrieved, or any security holder or member of the co-operative, or the co-operative itself, may apply to the court for an order that the records be rectified, and the court may dismiss such application or make an order for the rectification of the records and may direct the co-operative to compensate the party aggrieved for any damage the party has sustained. Decision as to title (2) Any court may, in any proceeding under this section, decide any question relating to the entitlement of a person who is a party to the proceeding to have the person’s name entered in or omitted from such records whether the question arises between two or more security holders or members or alleged security holders or members, or between any security holders or members or alleged security holders or members and the co-operative. Trial of issue (3) The court may direct an issue to be tried. Jurisdiction of court not affected (4) This section does not deprive any court of any jurisdiction it otherwise has.  R.S.O. 1990, c. C.35, s. 122. Auditors and Financial Statements
123 (1) A co-operative that meets the conditions in subsection (2) is exempt, in respect of a financial year, from sections 124 and 125, subsections 126 (1) and (2), section 127, clause 128 (1) (b) and subsection 128 (3) if, before the beginning of the financial year, one of the following conditions is satisfied: 1.  Each member of the co-operative and each shareholder of the co-operative, if any, or his or her attorney authorized in writing, consents in writing to the exemption. 2.  The exemption is authorized by, i.  a special resolution of the members of the co-operative, and ii.  a resolution of the co-operative’s shareholders of every class of shares and every series of shares, if any, passed by the directors of the co-operative and submitted to a special meeting of the shareholders of every class of shares and every series of shares duly called for the purpose of considering the resolution and confirmed, with or without variation, by at least two-thirds of the votes cast, whether or not such shareholders or series-holders are otherwise entitled to vote, or such greater proportion of the votes cast as the articles provide. 2019, c. 15, Sched. 8, s. 6. Conditions for exemption (2) Subsection (1) only applies to a co-operative that, (a)  has never issued securities or, if it has issued securities, it was exempt from the requirement to file an offering statement under section 34 in respect of the securities; (b)  has not received a grant or similar financial assistance from the federal government or a provincial or municipal government or an agency of any such government that has a condition requiring the co-operative to be audited in the financial year; and (c)  satisfies any prescribed conditions. 2019, c. 15, Sched. 8, s. 6. Exemption for certain non-profit housing co-operatives (3) Subsection (1) does not apply to a non-profit housing co-operative in respect of a financial year if, at the end of the preceding financial year, the co-operative has more than $50,000 in capital or more than $50,000 in assets. 2019, c. 15, Sched. 8, s. 6. Interpretation of capital (4) For the purposes of subsection (3), a non-profit housing co-operative’s capital is the sum of the following amounts, as shown on the co-operative’s financial statements for the preceding financial year: 1.  Outstanding member and patronage loans made to the co-operative. 2.  Unsecured long-term debt. 3.  Surplus. 2019, c. 15, Sched. 8, s. 6. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 16 - 24/08/1992 2019, c. 15, Sched. 8, s. 6 - 10/12/2019
124 (1) The members of a co-operative at their first general meeting shall appoint one or more auditors to hold office until the close of the first annual meeting and, if the members fail to do so, the directors shall forthwith make such appointment or appointments.  R.S.O. 1990, c. C.35, s. 124 (1). Idem (2) The members shall at each annual meeting appoint one or more auditors to hold office until the close of the next annual meeting and, if an appointment is not so made, the auditor in office continues in office until a successor is appointed.  R.S.O. 1990, c. C.35, s. 124 (2). Casual vacancy (3) The directors may fill any casual vacancy in the office of auditor, but, while such vacancy continues, the surviving or continuing auditor, if any, may act.  R.S.O. 1990, c. C.35, s. 124 (3). Removal of auditor (4) The members may, by resolution passed by a majority of the votes cast at a general meeting duly called for the purpose, remove an auditor before the expiration of the auditor’s term of office, and shall by a majority of the votes cast at that meeting appoint another auditor in the auditor’s stead for the remainder of the auditor’s term.  R.S.O. 1990, c. C.35, s. 124 (4). Notice to auditor (5) Before calling a general meeting for the purpose specified in subsection (4), the co-operative shall give the following documents to the auditor at least 15 days before notice of the meeting is sent: 1.  Written notice of the intention to call the meeting, specifying the proposed date for sending notice of the meeting. 2.  A copy of all material proposed to be sent to members in connection with the meeting.  2004, c. 31, Sched. 8, s. 19 (1). Auditor’s right to make representations (6) An auditor has the right to make written representations to the co-operative, at least three days before notice of the meeting is sent, concerning, (a)  the person’s proposed removal as auditor; (b)  the appointment or election of another person to fill the office of auditor; or (c)  the person’s resignation as auditor, and the co-operative, at its expense, shall forward with the notice of the meeting a copy of such representations to each member entitled to receive notice of the meeting.  R.S.O. 1990, c. C.35, s. 124 (6); 2004, c. 31, Sched. 8, s. 19 (2). Remuneration (7) The remuneration of an auditor appointed by the members shall be fixed by the members, or by the directors if they are authorized so to do by the members, and the remuneration of an auditor appointed by the directors shall be fixed by the directors.  R.S.O. 1990, c. C.35, s. 124 (7). Appointment by court (8) If for any reason no auditor is appointed, the court may, on the application of a member, appoint one or more auditors to hold office until the close of the next annual meeting and may fix the remuneration to be paid by the co-operative for the services of the auditor or auditors.  R.S.O. 1990, c. C.35, s. 124 (8). Notice of appointment (9) The co-operative shall give notice in writing to an auditor of the auditor’s appointment forthwith after the appointment is made.  R.S.O. 1990, c. C.35, s. 124 (9). Section Amendments with date in force (d/m/y) 2004, c. 31, Sched. 8, s. 19 (1, 2) - 31/08/2007
125 (1) If, at an annual meeting of members, it is proposed that an auditor who is not the incumbent auditor be appointed, the co-operative shall give written notice to the incumbent auditor, at least 15 days before notice of the meeting is sent, that management intends not to recommend the reappointment of the incumbent auditor at the annual meeting and the written notice shall also specify the proposed date on which notice of the meeting is to be sent.  2004, c. 31, Sched. 8, s. 20 (1). Right of incumbent auditor to make representations (2) The incumbent auditor has the right to make written representations to the co-operative, at least three days before notice of the meeting is sent, concerning the proposal not to reappoint the person as auditor, and the co-operative, at its expense, shall forward with the notice of the meeting a copy of such representations to each member entitled to receive notice of the meeting.  R.S.O. 1990, c. C.35, s. 125 (2); 2004, c. 31, Sched. 8, s. 20 (2). Section Amendments with date in force (d/m/y) 2004, c. 31, Sched. 8, s. 20 (1, 2) - 31/08/2007
126 (1) No person shall be appointed or act as auditor of a co-operative who is a director, officer or employee, or who has been, during the two years immediately preceding the proposed date of the person’s appointment as auditor, a director, officer or employee of the co-operative or who is a partner, employer or employee of such director, officer or employee or who is a related person to any director or officer of the co-operative. Idem (2) No person shall be appointed to act as auditor of a co-operative if the person or any partner or employer of or related person to the person transacts a material amount of business with the co-operative. Auditors not to be appointed receivers, etc. (3) No person shall be appointed a receiver or a receiver and manager or liquidator of any co-operative of which the person or any partner or employer of or a related person to the person is the auditor or has been auditor within the two years preceding the person’s appointment as receiver or receiver and manager or liquidator. Trustee in bankruptcy not to be auditor (4) No person who is appointed a trustee of the estate of a co-operative under the Bankruptcy and Insolvency Act (Canada) or any partner or employer of or a related person to the person shall be appointed or act as auditor of the co-operative.  R.S.O. 1990, c. C.35, s. 126. Section Amendments with date in force (d/m/y) CTS 20 JA 17 - 1
128 (1) The directors shall lay before each annual meeting of members, (a)  a comparative financial statement relating separately to, (i)  the period that commenced on the date of incorporation and ended not more than six months before the annual meeting or, if the co-operative has completed a financial year, that commenced immediately after the end of the last completed financial year and ended not more than six months before the annual meeting, as the case may be, and (ii)  the period covered by the financial year next preceding such latest completed financial year, if any, made up of, (iii)  a statement of profit and loss for each period, (iv)  a statement of surplus for each period, (v)  a statement of patronage returns allocated to members during the year, (vi)  a statement of source and application of funds for each period, and (vii)  a balance sheet as at the end of each period; (b)  the report of the auditor to the members; and (c)  such further information respecting the financial position of the co-operative as the articles or by-laws of the co-operative require.  R.S.O. 1990, c. C.35, s. 128 (1). Designation of statements (2) It is not necessary to designate the statements referred to in subsection (1) as the statement of profit and loss, statement of surplus, statement of patronage returns, statement of source and application of funds and balance sheet.  R.S.O. 1990, c. C.35, s. 128 (2). Inspection of auditor’s report (3) The report of the auditor to the members shall be open to inspection at the annual meeting by any member.  2001, c. 8, s. 17. Section Amendments with date in force (d/m/y) 2001, c. 8, s. 17 - 29/06/2001
129 (1) The statement of profit and loss to be laid before an annual meeting shall be drawn up so as to present fairly the results of the operations of the co-operative for the period covered by the statement and so as to distinguish severally at least, (a)  sales or gross operating revenue; (b)  the operating profit or loss before including or providing for other items of income or expense that are required to be shown separately; (c)  income from investments in subsidiaries whose financial statements are not consolidated with those of the co-operative; (d)  income from other investments; (e)  non-recurring profits and losses of significant amount including profits or losses on the disposal of capital assets and other items of a special nature to the extent that they are not shown separately in the statement of earned surplus; (f)  any provision for depreciation or for obsolescence or for depletion; (g)  amounts written off for goodwill or amortization of any other intangible assets to the extent that they are not shown separately in the statement of earned surplus; (h)  interest on indebtedness initially incurred for a term of more than one year, including amortization of debt discount or premium and expense; and (i)  taxes on income imposed by any taxing authority, and shall show the net profit or loss for the financial period. Idem (2) Despite subsection (1), items of the natures described in clauses (1) (f) and (g) may be shown by way of note to the statement of profit and loss.  R.S.O. 1990, c. C.35, s. 129.
130 (1) The statement of surplus to be laid before an annual meeting shall be drawn up so as to present fairly the transactions reflected in the statement and shall show separately a statement of contributed surplus and a statement of earned surplus.  R.S.O. 1990, c. C.35, s. 130 (1). Contributed surplus (2) The statement of contributed surplus shall be drawn up so as to include and distinguish at least the following items: 1.  The balance of such surplus at the end of the preceding financial period. 2.  The additions to and deductions from such surplus during the financial period including, i.  the amount of surplus arising from the reorganization of the co-operative’s issued capital, including, the amount of surplus realized on the purchase of shares, ii.  donations of cash or other property by members, and iii.  the amount of membership fees. 3.  The balance of such surplus at the end of the financial period.  R.S.O. 1990, c. C.35, s. 130 (2). Earned surplus (3) The statement of earned surplus shall be drawn up so as to distinguish at least the following items: 1.  The balance of such surplus at the end of the preceding financial period. 2.  The additions to and deductions from such surplus during the financial period and without restricting the generality of the foregoing at least the following: i.  The amount of the net profit or loss for the financial period. ii.  The amount of dividends declared on each class and series of shares. iii.  The amount of patronage returns allocated to members. iv.  The amount transferred to or from reserves. 3.  The balance of such surplus at the end of the financial period.  R.S.O. 1990, c. C.35, s. 130 (3); 2004, c. 31, Sched. 8, s. 22. Section Amendments with date in force (d/m/y) 2004, c. 31, Sched. 8, s. 22 - 31/08/2007
131 Where a co-operative allocates patronage returns, the statement referred to in subclause 128 (1) (a) (v) shall be drawn up to distinguish patronage returns according to services or products or groups of products acquired, marketed, handled, dealt in or sold or rendered by the customer or by the co-operative and such statement shall be so drawn as to present fairly the information shown therein for the period and show separately for members and non-members the amount of patronage returns allocated to each service, product or groups of products.  R.S.O. 1990, c. C.35, s. 131.
132 The statement of source and application of funds referred to in subclause 128 (1) (a) (vi) shall be drawn up so as to present fairly the information shown therein for the period, and shall show separately at least, (a)  funds derived from, (i)  current operations, (ii)  sale of non-current assets, segregating investments, fixed assets and intangible assets, (iii)  issue of debt obligations, including member loans, or other indebtedness maturing more than one year after issue, (iv)  issue of shares, (v)  membership fees; and (b)  funds applied to, (i)  purchase of non-current assets, segregating investments, fixed assets and intangible assets, (ii)  redemption or other retirement of debt obligations or repayment of other indebtedness maturing more than one year after issue, (iii)  redemption or other retirement of shares, (iv)  payment of dividends, (v)  repayment of patronage loans, (vi)  payment of cash patronage returns, and (vii)  repayment of member loans.  R.S.O. 1990, c. C.35, s. 132.
136 Despite sections 129 to 135, it is not necessary to state in a financial statement any matter that in all the circumstances is of relative insignificance.  R.S.O. 1990, c. C.35, s. 136.
137 In a financial statement, the terms “reserve” and “réserve” shall be used to describe only, (a)  amounts appropriated from earned surplus at the discretion of management for some purpose other than to meet a liability or contingency known or admitted or a commitment made as at the statement date or a decline in value of an asset that has already occurred; (b)  amounts appropriated from earned surplus pursuant to the articles or by-laws of the co-operative for some purpose other than to meet a liability or contingency known or admitted or a commitment made as at the statement date or a decline in value of an asset that has already occurred; and (c)  amounts appropriated from earned surplus in accordance with the terms of a contract and that can be restored to the earned surplus when the conditions of the contract are fulfilled.  R.S.O. 1990, c. C.35, s. 137.