jswizzle3737/ontario_laws_and_regs huggingface dataset:
138 (1) The directors of a co-operative may elect annually from among their number a committee to be known as the audit committee to be composed of not fewer than three directors, of whom a majority shall not be officers or employees of the co-operative to hold office until the next annual meeting of the members. R.S.O. 1990, c. C.35, s. 138 (1). Chair (2) The members of the audit committee shall elect a chair from among their number. R.S.O. 1990, c. C.35, s. 138 (2). Review (3) The co-operative shall submit the financial statement to the audit committee for its review and the financial statement shall thereafter be submitted to the board of directors. R.S.O. 1990, c. C.35, s. 138 (3). Hearing of auditor (4) The auditor of a co-operative is entitled to receive notice of every meeting of the audit committee and, at the expense of the co-operative, to appear before and be heard at any meeting of the audit committee and shall appear before the audit committee when required to do so by the committee. 2023, c. 9, Sched. 8, s. 18 (1). Idem (5) Upon the request of the auditor, the chair of the audit committee shall convene a meeting of the committee to consider any matters the auditor believes should be brought to the attention of the directors or members. R.S.O. 1990, c. C.35, s. 138 (5). Right of auditor to be heard (6) The auditor of a co-operative shall be entitled to, (a)  receive notice of, (b)  to attend, at the expense of the co-operative; and (c)  to be heard at, meetings of the board of directors of the co-operative on matters relating to the auditor’s duties as auditor. 2023, c. 9, Sched. 8, s. 18 (2). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 8, s. 18 (1, 2) - 01/10/2023
139 (1) The financial statement shall be approved by the board of directors and the approval shall be evidenced by the signature at the foot of the balance sheet by two of the directors duly authorized to sign and the auditor’s report, unless the co-operative is exempt under section 123, shall be attached to or accompany the financial statement. Rights of auditor where no audit committee (2) The auditor of a co-operative that has not elected an audit committee for the year to which the financial statement relates is entitled, (a)  to receive notice of and to attend the meeting of directors called to approve the financial statement under subsection (1); and (b)  to request a meeting of the board of directors of the co-operative to consider any matters the auditor believes should be brought to their attention and, upon the auditor’s request, the president of the co-operative shall convene such a meeting.  R.S.O. 1990, c. C.35, s. 139.
140 (1) At least 10 days before the annual meeting of members, a co-operative shall send a copy of the financial statement and, subject to section 123, the auditor’s report to each member at the member’s latest address as shown on the records of the co-operative.  2004, c. 31, Sched. 8, s. 25. Same (2) The directors of a co-operative shall also send to each member a copy of any financial statement and auditor’s report amended under subsection 127 (4) or (5).  2004, c. 31, Sched. 8, s. 25. Exception (3) Subsections (1) and (2) do not apply with respect to a member who has given written notice to the co-operative that the member does not wish to receive the financial statements and auditor’s reports.  2004, c. 31, Sched. 8, s. 25. Section Amendments with date in force (d/m/y) 2004, c. 31, Sched. 8, s. 25 - 31/08/2007 141 Repealed: 2019, c. 15, Sched. 8, s. 7. Section Amendments with date in force (d/m/y) 1997, c. 19, s. 3 (6) - 10/10/1997; 1997, c. 28, s. 37 - 1/07/1998 2004, c. 31, Sched. 8, s. 26 (1, 2) - 31/08/2007 2018, c. 17, Sched. 9, s. 13 - 08/06/2019 2019, c. 15, Sched. 8, s. 7 - 01/04/2020 Maintenance of Co-Operative Status
142 (1) Upon the request of the Minister, every co-operative shall furnish to the Minister such information as the Minister may require to enable the Minister, (a)  to compile statistical records and information in such form as the Minister may require; (b)  to facilitate the carrying on of research projects; (c)  to establish that all persons to whom this Act applies are not in contravention of this Act; and (d)  to establish that the business and affairs of the co-operative are being conducted on a co-operative basis.  R.S.O. 1990, c. C.35, s. 142 (1); 1997, c. 28, s. 37; 2017, c. 34, Sched. 9, s. 6. (2) Repealed:  1997, c. 28, s. 38. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 37 - 1/07/1998; 1997, c. 28, s. 38 - 1/01/1998 2017, c. 34, Sched. 9, s. 6 - 29/10/2018
143 Where the Minister is of the opinion that the business and affairs of the co-operative are not being conducted on a co-operative basis, the Minister may, after giving the co-operative an opportunity to be heard, (a)  issue a certificate of amendment changing the co-operative into a corporation subject to the provisions of the Business Corporations Act and, where necessary for the purpose, changing the co-operative into a corporation with share capital; or (b)  issue a certificate of amendment changing the co-operative into a corporation subject to the Not-for-Profit Corporations Act, 2010 and, where necessary for the purpose, changing the co-operative into a corporation without share capital. 2019, c. 15, Sched. 8, s. 8. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 77 (1) - no effect - see 2019, c. 15, Sched. 8, s. 17 - 10/12/2019; 2017, c. 34, Sched. 9, s. 7 - 29/10/2018 2019, c. 15, Sched. 8, s. 8 (1) - 01/04/2020; 2019, c. 15, Sched. 8, s. 8 (2) - 19/10/2021
144.1 (1) If a co-operative’s articles provide that the co-operative’s primary object is to provide employment to its members, at least 75 per cent of its permanent full-time employees and 75 per cent of all employees, or such other proportions of employees as may be prescribed, must be members of the co-operative. 2019, c. 15, Sched. 8, s. 10. Permanent full-time employees (2) For the purposes of subsection (1), 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. 2019, c. 15, Sched. 8, s. 10. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 18 - 24/08/1992 2017, c. 20, Sched. 8, s. 77 (1) - no effect - see 2019, c. 15, Sched. 8, s. 17 - 10/12/2019; 2017, c. 34, Sched. 9, s. 9 - 29/10/2018 2019, c. 15, Sched. 8, s. 10 - 10/12/2019
144.2 (1) No non-profit housing co-operative shall conduct 50 per cent or more of its business with non-members of the co-operative.  1992, c. 19, s. 18; 2019, c. 15, Sched. 8, s. 11. Idem (2) Subsection 144 (2) applies, with necessary modifications, for the purposes of this section.  1992, c. 19, s. 18. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 18 - 24/08/1992 2019, c. 15, Sched. 8, s. 11 - 10/12/2019
145 (1) If a co-operative exercises its corporate powers when its members are fewer in number than the minimum number required by subsection (4) for a period of more than six months after the number has been so reduced, each person who was a member of the co-operative during the time that it so exercised its corporate powers after such period of six months and is aware of the fact that it so exercised its corporate powers is severally liable for the payment of the whole of the debts of the co-operative contracted during such time and may be sued for the debts without the joinder in the action of the co-operative or of any other member.  1992, c. 19, s. 19 (1). Saving (2) A member who has become aware that the co-operative is so exercising its corporate powers may serve a protest in writing on the co-operative and may by registered letter notify the Minister of such protest having been served and of the facts upon which it is based, and such member may thereby and not otherwise, from the date of the member’s protest and notification, exonerate himself, herself, or itself from liability.  R.S.O. 1990, c. C.35, s. 145 (2). Notice and penalty (3) If after notice from the Minister the co-operative refuses or neglects to bring the number of its members up to the minimum number required by subsection (4), such refusal or neglect may be regarded by the Minister as sufficient cause for the cancellation of the certificate of incorporation or any certificate issued under this Act. 1992, c. 19, s. 19 (2); 2017, c. 34, Sched. 9, s. 10. Minimum number of members (4) For the purposes of this section, the minimum number of members of a co-operative is three if it is a worker co-operative and five if it is not. 1992, c. 19, s. 19 (2). Section Amendments with date in force (d/m/y) 1992, c. 19, s. 19 (1, 2) - 24/08/1992 2017, c. 34, Sched. 9, s. 10 - 29/10/2018 Investigations
146 (1) Upon application by a member of a co-operative, the court, if satisfied that the application is made in good faith and that it appears to be in the interests of the co-operative or the holders of its securities to do so, may make an order, upon such terms as to the costs of the investigation or audit or otherwise as to the court seems fit, appointing an inspector to investigate the affairs and management of the co-operative or any subsidiary of the co-operative, or both, and to audit the accounts and records of the co-operative or any affiliate thereof named in the order. Idem (2) An order may be made under subsection (1) whether or not there has been disclosure to the members of the co-operative of information relating to any matter on the basis of which the order is made. Production of accounts and records (3) Every director, officer, agent, employee, banker and auditor of the co-operative or of any subsidiary of the co-operative named in the order and every other person shall produce for the examination of the inspector all accounts and records of or relating to the co-operative or subsidiary in their custody or control. Examination may be under oath (4) The inspector may examine upon oath any present or former director, officer, agent or employee of the co-operative or subsidiary in relation to its affairs, management, accounts and records. Court order for examination (5) The court may, on the application of the inspector, on such terms and conditions as it sees fit, order any person not mentioned in subsection (4) to attend and be examined under oath before the inspector on any matter relevant to the investigation or audit. Offences (6) Every director, officer, agent, employee, banker or auditor who refuses to produce any account or record referred to in subsection (3) and every person examined under subsection (4) or (5) who refuses to answer any question related to the affairs and management of the co-operative or any subsidiary is guilty of an offence under section 176, in addition to any other liability to which the person is subject. Inspector’s report (7) The inspector shall make a report to the court and shall forward a copy of the report to the co-operative and any subsidiary of the co-operative named in the order and to the person who made the application under subsection (1).  R.S.O. 1990, c. C.35, s. 146.
147 (1) A co-operative may, by resolution passed at an annual meeting of members or a general meeting of members called for that purpose, appoint an inspector to investigate its affairs and management. Powers and duties of inspector (2) The inspector appointed under subsection (1) has the same powers and shall perform the same duties as an inspector appointed under section 146 and shall make his or her report in such manner and to such persons as the co-operative by resolution of the members directs.  R.S.O. 1990, c. C.35, s. 147.
148 (1) Despite anything contained in section 146 or 147, the Minister shall appoint in writing an inspector to investigate and report on the affairs and management of the co-operative or its subsidiaries if 10 per cent of the members of the co-operative request in writing such investigation and show circumstances suggesting that, (a)  the business of the co-operative or any of its subsidiaries is or has been carried on with intent to defraud any person; (b)  the business or affairs of the co-operative or any of its subsidiaries are or have been carried on or conducted, or the powers of the directors are or have been exercised, in a manner oppressive or unfairly prejudicial to or in disregard of the interests of a security holder; (c)  the co-operative or any of its subsidiaries was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose; or (d)  persons concerned with the formation, business or affairs of the co-operative or any of its subsidiaries have in connection therewith acted fraudulently or dishonestly.  R.S.O. 1990, c. C.35, s. 148 (1); 1997, c. 28, s. 39; 2018, c. 17, Sched. 9, s. 13. Idem (2) The Minister may on the Minister’s own initiative appoint in writing an inspector to investigate and report on the affairs and management of a co-operative or its subsidiaries if it appears that there exist any of the circumstances mentioned in clause (1) (a), (b), (c) or (d).  R.S.O. 1990, c. C.35, s. 148 (2); 1997, c. 28, s. 39; 2018, c. 17, Sched. 9, s. 3, 13. Production of accounts and records (3) Every person shall produce for the examination of the inspector all accounts and records in their custody or control which relate to the co-operative or any of its subsidiaries. Examination may be under oath (4) The inspector may examine upon oath any present or former director, officer, agent or employee of the co-operative or any of its subsidiaries in relation to its affairs, management, accounts and records. Court order for examination (5) Upon an application to the court by the inspector, the court may, on such terms and conditions as it sees fit, order any person not mentioned in subsection (4) to attend and be examined under oath before the inspector on any matter relevant to the investigation. Offences (6) Every director, officer, agent, employee, banker or auditor who refuses to produce any account or record referred to in subsection (3) and every person examined under subsection (4) or (5) who refuses to answer any question related to the affairs and management of the co-operative or any of its subsidiaries is guilty of an offence under section 176 in addition to any other liability to which the person is subject.  R.S.O. 1990, c. C.35, s. 148 (3-6). Report to be made to Minister (7) The inspector shall deliver the report of his or her investigation to the Minister and the Minister may forward a copy of the report to the co-operative and any subsidiary of the co-operative investigated.  R.S.O. 1990, c. C.35, s. 148 (7); 1997, c. 28, s. 39; 2018, c. 17, Sched. 9, s. 13. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 39 - 1/07/1998 2018, c. 17, Sched. 9, s. 3, 13 - 08/06/2019
149 Where it appears from the report of an inspector made under section 146, 147 or 148 that any of the circumstances set out in clause 148 (1) (a), (b), (c) or (d) exist, the Minister may, despite any other remedies available, (a)  apply under subclause 207 (1) (b) (iv) of the Business Corporations Act to wind up the co-operative by order of the court; (b)  cancel the certificate of incorporation for cause under section 166; (c)  require, or apply to the court for an order under section 80 requiring, the directors of the co-operative to call a general meeting of members; or (d)  refer the report of the inspector to the Attorney General.  R.S.O. 1990, c. C.35, s. 149; 1997, c. 28, s. 40; 2018, c. 17, Sched. 9, s. 4, 13; 2023, c. 9, Sched. 8, s. 19. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 40 (1, 2) - 1/07/1998 2018, c. 17, Sched. 9, s. 4, 13 - 08/06/2019 2023, c. 9, Sched. 8, s. 19 - 01/10/2023
150 A copy of the report of an inspector appointed under this Act authenticated by a local registrar of the court or in the case of an investigation under section 147 or 148 by the inspector is admissible in any legal proceeding and is evidence of the opinion of the inspector in relation to any matter contained in the report.  R.S.O. 1990, c. C.35, s. 150. Amendment of Articles
152 (1) Despite subsection 151 (3), where a co-operative is no longer able to conduct its business and affairs on a co-operative basis by reason of the provisions of an Act of the Legislature or of the Parliament of Canada, the co-operative may apply to the Minister for a certificate of amendment converting the co-operative to a corporation to which the Business Corporations Act applies and, where necessary for the purpose, changing the co-operative into a corporation with share capital. Authorization (2) An application under subsection (1) shall be authorized by special resolution.  R.S.O. 1990, c. C.35, s. 152.
153 (1) For the purpose of bringing an amendment to the articles into effect, the co-operative shall deliver to the Minister, within six months after the resolution has become effective, articles of amendment in a form approved by the Minister and setting out, (a)  the name of the co-operative; (b)  a certified copy of the resolution; (c)  that the amendment has been duly authorized as required by subsections 151 (2), (3) and (4); and (d)  the date of the confirmation of the resolution by the members.  R.S.O. 1990, c. C.35, s. 153 (1); 1997, c. 19, s. 3 (7); 1999, c. 12, Sched. I, s. 1 (8); 2017, c. 34, Sched. 9, s. 11. Change of name (2) Where the articles of amendment are to change the name of the co-operative, the articles of amendment shall be accompanied by evidence that establishes to the satisfaction of the Minister that the co-operative is not insolvent. Decrease of capital (3) Where the articles of amendment are to decrease the authorized capital, the articles of amendment shall be accompanied by evidence that establishes to the satisfaction of the Minister that the co-operative is not insolvent and that the decrease will not render the co-operative insolvent, and, if required by the Minister, by evidence that establishes to the satisfaction of the Minister that no creditors object to the amendment. Pro forma balance sheet (4) Where the articles of amendment are to make any change in the authorized capital, the articles of amendment shall, if required by the Minister, be accompanied by a pro forma
balance sheet after giving effect to the proposed change.  R.S.O. 1990, c. C.35, s. 153 (2-4). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 3 (7) - 10/10/1997; 1999, c. 12, Sched. I, s. 1 (8) - 22/12/1999 2017, c. 34, Sched. 9, s. 11 - 29/10/2018
154 (1) If the articles of amendment conform to law, the Minister shall, when all fees established by the Minister have been paid, (a)  endorse on each duplicate of the articles of amendment the words “Filed/déposé” and the day, month and year of the filing thereof; (b)  file one of the duplicates in the Minister’s office; and (c)  issue to the co-operative or its agent a certificate of amendment to which the Minister shall affix the other duplicate.  R.S.O. 1990, c. C.35, s. 154 (1); 1997, c. 19, s. 3 (8). Effect of certificate (2) The amendment becomes effective upon the date set forth in the certificate of amendment and the articles of incorporation are amended accordingly.  R.S.O. 1990, c. C.35, s. 154 (2). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 3 (8) - 10/10/1997 Restatement of Articles
155 (1) A co-operative may at any time restate its articles of incorporation as theretofore amended.  R.S.O. 1990, c. C.35, s. 155 (1). Filing of restatement (2) For the purposes of bringing the restated articles into effect, the co-operative shall deliver to the Minister the restated articles in a form approved by the Minister and setting out, (a)  all the provisions that are then set out in the original articles of incorporation as theretofore amended; and (b)  a statement that the restated articles correctly set out without change the corresponding provisions of the original articles as theretofore amended.  R.S.O. 1990, c. C.35, s. 155 (2); 1997, c. 19, s. 3 (9); 1999, c. 12, Sched. I, s. 1 (9); 2017, c. 34, Sched. 9, s. 12. Certificate of restatement (3) If the restated articles of incorporation conform to law, the Minister shall, when all fees established by the Minister have been paid, (a)  endorse on each duplicate of the restated articles the words “Filed/déposé” and the day, month and year of the filing thereof; (b)  file one of the duplicates in the Minister’s office; and (c)  issue to the co-operative or its agent a restated certificate of incorporation to which the Minister shall affix the other duplicate.  R.S.O. 1990, c. C.35, s. 155 (3); 1997, c. 19, s. 3 (10). Effect of certificate (4) The restated articles of incorporation become effective upon the date set forth in the restated certificate and supersede the original articles of incorporation and all amendments thereto. R.S.O. 1990, c. C.35, s. 155 (4). Where special Act ceases to apply (5) Where a certificate of restatement is issued to a co-operative incorporated by special Act, the co-operative is continued as if it had been incorporated under this Act and the special Act ceases to apply to the co-operative. R.S.O. 1990, c. C.35, s. 155 (5). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 3 (9, 10) - 10/10/1997; 1999, c. 12, Sched. I, s. 1 (9) - 22/12/1999 2017, c. 34, Sched. 9, s. 12 - 29/10/2018 Amalgamations and Continuations
157 (1) For the purpose of bringing an amalgamation into effect, the amalgamating co-operatives shall, within six months after the amalgamation agreement has become effective, deliver to the Minister articles of amalgamation in a form approved by the Minister and setting out, (a)  the names of each of the amalgamating co-operatives; (b)  a certified copy of the amalgamation agreement; (c)  that the agreement has been duly approved as required by section 156; and (d)  the dates on which the amalgamation agreement was approved by the members of each of the amalgamating co-operatives.  R.S.O. 1990, c. C.35, s. 157 (1); 1997, c. 19, s. 3 (11); 1999, c. 12, Sched. I, s. 1 (10); 2017, c. 34, Sched. 9, s. 13. Evidence of solvency (2) The articles of amalgamation shall be accompanied by evidence that establishes to the satisfaction of the Minister that each of the amalgamating co-operatives is not insolvent and, if required by the Minister, a
pro forma balance sheet after giving effect to the proposed amalgamation.  R.S.O. 1990, c. C.35, s. 157 (2). Issuance of certificate of amalgamation (3) If the articles of amalgamation conform to law, the Minister shall, when all fees established by the Minister have been paid, (a)  endorse on each duplicate of the articles the words “Filed/déposé” and the day, month and year of the filing thereof; (b)  file one of the duplicates in the Minister’s office; and (c)  issue to the amalgamated co-operative or its agent a certificate of amalgamation to which the Minister shall affix the other duplicate.  R.S.O. 1990, c. C.35, s. 157 (3); 1997, c. 19, s. 3 (12). Effect of certificate (4) Upon the date set forth in the certificate of amalgamation, (a)  the amalgamation becomes effective and the amalgamating co-operatives are amalgamated and continue as one co-operative under the terms and conditions prescribed in the amalgamation agreement; (b)  the amalgamated co-operative possesses all the property, rights, privileges and franchises and is subject to all liabilities, contracts, disabilities and debts of each of the amalgamating co-operatives; (c)  the issued capital of the amalgamated co-operative is, subject to the decrease provided for in subsection 156 (3), equal to the aggregate of the issued capital of each of the amalgamating co-operatives immediately before the amalgamation becomes effective; and (d)  the articles of incorporation of each of the amalgamating co-operatives are amended to the extent necessary to give effect to the terms and conditions of the amalgamation agreement.  R.S.O. 1990, c. C.35, s. 157 (4). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 3 (11, 12) - 10/10/1997; 1999, c. 12, Sched. I, s. 1 (10) - 22/12/1999 2017, c. 34, Sched. 9, s. 13 - 29/10/2018
158 (1) A corporation incorporated under the laws of any jurisdiction other than Ontario may, if it appears to the Minister to be authorized by the laws of the jurisdiction in which it was incorporated, apply to the Minister for a certificate of continuance continuing it as if it had been incorporated under this Act.  1997, c. 19, s. 3 (13). Same (2) Articles of continuance in a form approved by the Minister shall be sent to the Minister.  1997, c. 19, s. 3 (13); 1999, c. 12, Sched. I, s. 1 (11); 2017, c. 34, Sched. 9, s. 14. Amendments to original articles (3) The articles of continuance shall make any amendments to the original or restated articles of incorporation, articles of amalgamation, letters patent, supplementary letters patent, a special Act and any other instrument by which the corporation was incorporated and any amendments necessary to make the articles of continuance conform to the laws of Ontario, and may make such other amendments as would be permitted under this Act if the corporation were incorporated under the laws of Ontario, provided that at least the same level of approval has been obtained for such other amendments as would have been required if the corporation were incorporated under the laws of Ontario. 1997, c. 19, s. 3 (13). Certificate of continuance (4) Upon receipt of articles of continuance, the Minister may issue a certificate of continuance, on such terms and subject to such limitations and conditions as the Minister considers proper.  1997, c. 19, s. 3 (13). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 3 (13) - 10/10/1997; 1999, c. 12, Sched. I, s. 1 (11) - 22/12/1999 2017, c. 34, Sched. 9, s. 14 - 29/10/2018
158.1 (1) A corporation incorporated under the Business Corporations Act, the Corporations Act, the Not-for-Profit Corporations Act, 2010 or a predecessor of any of these Acts may apply to the Minister for a certificate of continuance continuing it as if it had been incorporated under this Act if the application meets the requirements set out in the Act that governs the corporation’s corporate status. 2017, c. 20, Sched. 8, s. 77 (3). Same (2) Articles of continuance in a form approved by the Minister shall be sent to the Minister.  1997, c. 19, s. 3 (14); 1999, c. 12, Sched. I, s. 1 (12); 2017, c. 34, Sched. 9, s. 15. Amendments to original articles (3) The articles of continuance shall make any amendments to the original or restated articles of incorporation, articles of amalgamation, letters patent, supplementary letters patent, a special Act and any other instrument by which the corporation was incorporated and any amendments necessary to make the articles of continuance conform to this Act, and may make such other amendments as would be permitted under this Act if the corporation were incorporated under this Act, provided that at least the same level of approval has been obtained for such other amendments as would have been required if the corporation were incorporated under this Act. 1997, c. 19, s. 3 (14). Endorsement of certificate of continuance (4) Upon receipt of articles of continuance, the Minister may issue a certificate of continuance, on such terms and subject to such limitations and conditions as the Minister considers proper.  1997, c. 19, s. 3 (14). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 3 (14) - 10/10/1997; 1999, c. 12, Sched. I, s. 1 (12) - 22/12/1999 2017, c. 20, Sched. 8, s. 77 (3) - 19/10/2021; 2017, c. 34, Sched. 9, s. 15 - 29/10/2018
158.2 (1) Articles of continuance become effective on the date set out in the certificate of continuance, and upon that date, (a)  the corporation becomes a co-operative to which this Act applies as if it had been incorporated under this Act; (b)  the articles of continuance are deemed to be the articles of incorporation of the continued co-operative; and (c)  the certificate of continuance is deemed to be the certificate of incorporation of the continued co-operative. Same (2) Where a corporation is continued as a co-operative under this Act, (a)  the co-operative possesses all the property, rights, privileges and franchises and is subject to all the liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of the corporation; (b)  a conviction against, or ruling, order or judgment in favour of or against, the corporation may be enforced by or against the co-operative; and (c)  the co-operative shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against the corporation.  1997, c. 19, s. 3 (14). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 3 (14) - 10/10/1997
159 (1) A co-operative may, if authorized by a special resolution, by the Minister and by the laws of any other jurisdiction, apply to the proper officer of that other jurisdiction for an instrument of continuation continuing the co-operative as if it had been incorporated under the laws of that other jurisdiction. Notice (2) This Act ceases to apply to the co-operative on and after the date on which the co-operative is continued under the laws of the other jurisdiction and the co-operative shall file with the Minister a copy of the instrument of continuation certified by the proper officer of the other jurisdiction authorized to certify such documents. Application (3) This section applies only in respect of a jurisdiction that has legislation in force that permits corporations incorporated under its laws to apply for an instrument of continuation under the laws of Ontario.  R.S.O. 1990, c. C.35, s. 159. Non-profit housing co-operative (4) This section does not apply with respect to non-profit housing co-operatives.  1992, c. 19, s. 22. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 22 - 24/08/1992
160 All rights of creditors against the property, rights and assets of a co-operative amalgamated under section 156 or continued under section 158 and all liens upon its property, rights and assets are unimpaired by such amalgamation or continuation, and all debts, contracts, liabilities and duties of the co-operative thenceforth attach to the amalgamated or continued co-operative and may be enforced against it.  R.S.O. 1990, c. C.35, s. 160. Dissolution
161 Sections 190 to 236, except section 221, of the Business Corporations Act apply with necessary modifications to co-operatives, and for the purpose a reference therein to a corporation shall be deemed to be a reference to a co-operative and a reference therein to a shareholder shall be deemed to be a reference to a member.  R.S.O. 1990, c. C.35, s. 161.
162 (1) On any distribution of the property of a co-operative, member loans and patronage returns that are lent to the co-operative rank after the ordinary debts.  R.S.O. 1990, c. C.35, s. 162 (1). Distribution of property upon dissolution (2) The articles or by-laws of a co-operative may provide that upon the dissolution of the co-operative and after the payment of all debts and liabilities, including any dividends declared and not paid, and the purchase for cancellation or redemption of all outstanding shares, the remaining property of the co-operative or any part of it may be distributed or disposed of, (a)  equally among the members irrespective of the number of shares or amount of loans, if any, held or made by a member; (b)  among the members at the time of dissolution on the basis of patronage returns accrued to the members during the five fiscal years immediately preceding the dissolution or after the date of incorporation; or (c)  to one or more co-operatives or charitable organizations. Price for membership shares (2.1) The price for purchase for cancellation or redemption of membership shares shall not exceed the par value of the shares. Price for preference shares (2.2) The price for purchase for cancellation or redemption of preference shares shall not exceed the par value together with any premium and cumulative dividends that are due but not declared.  1994, c. 17, s. 28. Distribution if articles or by-laws silent (3) In the absence of any provisions in the articles or by-laws permitted by subsection (2), upon the dissolution of the co-operative, the whole of its remaining property shall be distributed equally among the members irrespective of the number of shares or amount of loans, if any, held or made by a member.  R.S.O. 1990, c. C.35, s. 162 (3). Section Amendments with date in force (d/m/y) 1994, c. 17, s. 28 - 23/06/1994
163 A co-operative may be dissolved upon the authorization of, (a)  a majority of the votes cast at a general meeting of the members of the co-operative duly called for the purpose or by such other proportion of the votes cast as the articles provide, but such other proportion shall not be less than 50 per cent of all the members entitled to vote at the meeting; (b)  the consent in writing of all the members entitled to vote at such meeting; or (c)  all its incorporators or their personal representatives at any time within two years after the date set forth in its certificate of incorporation where the co-operative has not commenced business and has not issued any shares or received any membership fees or loans.  R.S.O. 1990, c. C.35, s. 163.
165 (1) If the articles of dissolution conform to law, the Minister shall, when all fees established by the Minister and all taxes payable by the co-operative to the Minister of Finance have been paid, (a)  endorse on each duplicate of the articles of dissolution the words “Filed/déposé” and the day, month and year of the filing thereof; (b)  file one of the duplicates in the Minister’s office; and (c)  issue to the co-operative or its agent a certificate of dissolution to which the Minister shall affix the other duplicate.  R.S.O. 1990, c. C.35, s. 165 (1); 1997, c. 19, s. 3 (17). Effect of certificate (2) The dissolution becomes effective and the co-operative is dissolved upon the date set forth in the certificate of dissolution.  R.S.O. 1990, c. C.35, s. 165 (2). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 3 (17) - 10/10/1997
166 (1) If sufficient cause is shown to the Minister, the Minister may, after giving the co-operative an opportunity to be heard, decide that an order cancelling a certificate of incorporation or any other certificate will be issued. 2017, c. 34, Sched. 9, s. 17. Order (2) If a decision to issue an order has been made, the Minister shall issue the order cancelling the certificate on such terms and conditions as the Minister thinks fit, and, (a)  in the case of the cancellation of a certificate of incorporation, the co-operative is dissolved upon the date fixed in the order; and (b)  in the case of the cancellation of any other certificate, the matter that became effective on the issuance of the certificate ceases to be in effect from the date fixed in the order. 2017, c. 34, Sched. 9, s. 17. Section Amendments with date in force (d/m/y) 2017, c. 34, Sched. 9, s. 17 - 29/10/2018
167 (1) Where a co-operative is in default in filing an annual return or financial statement for a period of two years, the Minister may give notice, by registered mail to the co-operative or by publication once in The Ontario Gazette, that an order dissolving the co-operative will be issued unless the co-operative files the annual return or financial statement within one year after the giving of the notice. R.S.O. 1990, c. C.35, s. 167 (1). Dissolution for default (2) Upon default in compliance with the notice given under subsection (1), the Minister may decide that an order cancelling the certificate of incorporation will be issued. 2017, c. 34, Sched. 9, s. 18. Order (2.1) If a decision has been made to issue an order, the Minister shall issue the order cancelling the certificate of incorporation and, subject to subsection (3), the co-operative is dissolved on the date fixed in the order. 2017, c. 34, Sched. 9, s. 18. Revival (3) Where a co-operative is dissolved under subsection (2), the Minister, on the application of any interested person immediately before the dissolution, made within two years after the date of dissolution, may in the Minister’s discretion by order, on such terms and conditions as he or she sees fit to impose, revive the co-operative, and thereupon the co-operative, subject to the terms and conditions of the order and to any rights acquired by any person after its dissolution, is restored to its legal position, including all its property, rights, privileges and franchises, and is subject to all its liabilities, contracts, disabilities and debts, as at the date of its dissolution, in the same manner and to the same extent as if it had not been dissolved. R.S.O. 1990, c. C.35, s. 167 (3). Section Amendments with date in force (d/m/y) 2017, c. 34, Sched. 9, s. 18 - 29/10/2018
168 (1) Despite the dissolution of a co-operative under section 165, 166 or 167, (a)  any action, suit or other proceeding commenced by or against the co-operative before its dissolution may be proceeded with as if the co-operative had not been dissolved; (b)  any action, suit or other proceeding may be brought against the co-operative after its dissolution as if the co-operative had not been dissolved; and (c)  any property that would have been available to satisfy any judgment, order or other decision if the co-operative had not been dissolved remains available for such purpose.  R.S.O. 1990, c. C.35, s. 168 (1); 2002, c. 24, Sched. B, s. 30 (5). Service after dissolution (2) For the purposes of this section, the service of any process on a co-operative after its dissolution shall be deemed to be sufficiently made if it is made upon any person last shown on the records of the Ministry as being a director or officer of the co-operative before the dissolution.  R.S.O. 1990, c. C.35, s. 168 (2). Section Amendments with date in force (d/m/y) 2002, c. 24, Sched. B, s. 30 (5) - 1/01/2004
168.1 (1) Despite clause 168 (1) (c), this section applies if, as a result of the dissolution of a co-operative, property becomes forfeited corporate property within the meaning of the Forfeited Corporate Property Act, 2015. 2020, c. 34, Sched. 6, s. 11. Same, property to which Forfeited Corporate Property Act, 2015 applies (2) Property described in subsection (1) to which the Forfeited Corporate Property Act, 2015
applies is no longer available to satisfy a judgment, order or decision against the co-operative or to be sold in power of sale proceedings after the earliest of, (a)  the day the Minister responsible for the administration of the Forfeited Corporate Property Act, 2015 disposes of the Crown’s interest in the property; (b)  the day an order cancelling encumbrances against the property under section 18 of the Forfeited Corporate Property Act, 2015 takes effect; (c)  in the case of real property, the day a notice under section 24 of the Forfeited Corporate Property Act, 2015, indicating that the Crown intends to use the property for Crown purposes, is registered on title to the property; and (d)  in the case of personal property, the day the Crown begins to use the property for Crown purposes. 2020, c. 34, Sched. 6, s. 11. Same, property to which Escheats Act, 2015
applies (3) Property described in subsection (1) to which the Escheats Act, 2015 applies is no longer available to satisfy a judgment, order or decision against the co-operative or to be sold in power of sale proceedings after the earliest of, (a)  the day the Public Guardian and Trustee takes possession of the property; (b)  the day the Public Guardian and Trustee disposes of the Crown’s interest in the property; and (c)  the day the Crown begins to use the property for Crown purposes. 2020, c. 34, Sched. 6, s. 11. Section Amendments with date in force (d/m/y) 2020, c. 34, Sched. 6, s. 11 - 01/01/2021
169 (1) Despite the dissolution of a co-operative, each of the members among whom its property has been distributed remains liable to its creditors to the extent of the amount received by the member upon the distribution, and an action in a court of competent jurisdiction to enforce such liability may be brought against the member.  R.S.O. 1990, c. C.35, s. 169 (1); 2002, c. 24, Sched. B, s. 30 (6). Action against one member as representing class (2) Where there are numerous members, the court referred to in subsection (1) may permit an action to be brought against one or more members as representatives of the class and, if the plaintiff establishes the plaintiff’s claim as creditor, may make an order of reference and add as parties in the referee’s office all such members as are found, and the referee shall determine the amount that each should contribute towards the plaintiff’s claim and may direct payment of the sums so determined.  R.S.O. 1990, c. C.35, s. 169 (2). Section Amendments with date in force (d/m/y) 2002, c. 24, Sched. B, s. 30 (6) - 1/01/2004
170 Subject to section 168, any real or personal property of a co-operative that has not been disposed of at the date of its dissolution is forfeit to the Crown.  R.S.O. 1990, c. C.35, s. 170.
171 On the day the co-operative sends or is required to send, whichever is earlier, a copy of its financial statement to its members under subsection 140 (1), the co-operative shall also file an annual return in a form approved by the Minister. 2019, c. 15, Sched. 8, s. 13. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 41 (3) - 1/07/1998 2017, c. 34, Sched. 9, s. 19 - 29/10/2018 2018, c. 17, Sched. 9, s. 13 - 08/06/2019 2019, c. 15, Sched. 8, s. 13 - 10/12/2019 Non-Profit Housing Co-Operatives
171.0.1 (1) The articles of a co-operative to which this section applies are deemed to provide that the co-operative is a non-profit housing co-operative for the purposes of this Act. 1992, c. 19, s. 26 (1) Publicly assisted housing co-operatives (2) This section applies with respect to a co-operative within the meaning of this Act if, (a)  an object of the co-operative is to provide housing to its members; and (b)  the co-operative has received financial assistance, related to housing, from the Government of Canada or Ontario, a municipality or a regional, district or metropolitan municipality or an agency of any of them. 1992, c. 19, s. 26 (2) Exception for equity co-operatives (3) This section does not apply to a co-operative the articles of which provide that, on the dissolution of the co-operative and after the payment of its debts and liabilities, the remaining property of the co-operative be transferred to or distributed among the members. 1992, c. 19, s. 26 (3) Section Amendments with date in force (d/m/y) 1992, c. 19, s. 26 - 24/08/1992 CTS 22 AL 16 - 1
171.1 (1) A non-profit housing co-operative cannot be converted into or continued as any other kind of co-operative or corporation and no attempt to do so is effective. Idem (2) Section 143 does not apply with respect to non-profit housing co-operatives.  1992, c. 19, s. 23. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 23 - 24/08/1992
171.2 (1) A non-profit housing co-operative shall not distribute or pay any of its property to its members during its existence or on its dissolution. Exceptions (2) Despite subsection (1), a non-profit housing co-operative may pay a member, (a)  amounts owed to the member including patronage returns and interest on a member loan or any other loan from the member at a rate not exceeding the prescribed maximum annual percentage; or (b)  reasonable amounts for goods or services provided by the member.  1992, c. 19, s. 23. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 23 - 24/08/1992
171.3 (1) No person shall accept compensation for the withdrawal of membership by a member of a non-profit housing co-operative or for the giving up of possession of a member unit by such a member other than, (a)  compensation for amounts owed to the member by the co-operative; or (b)  compensation for furnishings or improvements made by the member if the compensation is reasonable and is approved by the board of directors. Compensation from other users (2) No person shall accept, in connection with the use of part of a member unit by another person, compensation that exceeds the amount that, having regard to the latter person’s use of the housing unit, would be a reasonable share of the housing charges relating to the unit. Idem (3) No person shall accept, in connection with the use of a member unit, compensation that exceeds the housing charges relating to the unit. Excess owed to co-operative (4) A person who accepts compensation in contravention of this section shall pay the co-operative an amount equal to the value of the compensation or the excess compensation and that amount is a debt the co-operative may recover in a civil proceeding.  1992, c. 19, s. 23. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 23 - 24/08/1992
171.4 (1) Only a member of a non-profit housing co-operative has a right to occupy a member unit of the co-operative and, upon ceasing to be a member, a person ceases to have any occupancy rights. Other persons (2) A member who has a right to occupy a member unit may, subject to the co-operative’s by-laws, allow other persons to occupy the unit. Other person’s rights dependent on member (3) A person who has been allowed by a member to occupy a member unit ceases to have any rights with respect to the unit if the member ceases to be a member.  1992, c. 19, s. 23. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 23 - 24/08/1992
171.5 (1) The board of directors of a non-profit housing co-operative may designate one or more housing units as non-member units. Revocation of designation (2) The board of directors may revoke a designation as a non-member unit, including a designation deemed to have been made under this section, but the designation of an occupied unit may be revoked only if all the occupants who are at least sixteen years old consent. Delegation of power (3) A committee of the board of directors consisting of at least two directors may, if authorized by the by-laws, exercise the powers of the board under this section. Newly purchased buildings (4) If a non-profit housing co-operative acquires a housing unit that is occupied, the unit shall be deemed to have been designated as a non-member unit. Co-operatives becoming non-profit housing co-operatives (5) If, at the time a co-operative becomes a non-profit housing co-operative, a housing unit is occupied but none of the persons occupying the unit is a member, the housing unit shall be deemed to have been designated as a non-member unit. Transitional (6) If, when this section comes into force, a housing unit of a non-profit housing co-operative is occupied but none of the persons occupying the unit is a member, the unit shall be deemed to have been designated as a non-member unit.  1992, c. 19, s. 23. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 23 - 24/08/1992
171.6 (1) The housing charges of a non-profit housing co-operative shall be established by a resolution of the members. Exception for short term occupancy rights (2) Despite subsection (1), the board of directors may, if authorized by the by-laws, establish the housing charges for members of a non-profit co-operative whose occupancy rights are for fixed terms of one year or less. Subsidies (3) The board of directors may, subject to the by-laws, establish subsidies for housing charges. Delegation of the board’s powers (4) A committee of the board of directors or a director, officer or employee of the co-operative may, if authorized by the by-laws, exercise the powers of the board of directors under subsection (2) or (3). Procedure for awarding subsidies (5) The procedures for awarding subsidies to individual members must be procedurally fair.  1992, c. 19, s. 23. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 23 - 24/08/1992