jswizzle3737/ontario_laws_and_regs huggingface dataset:
48 Where, as a result of a change in authorized capital of a co-operative, a person becomes entitled to a fraction of a share, the person is not entitled to be registered on the records of the co-operative in respect thereof or to receive a share certificate therefor, but the person is entitled to receive a bearer fractional certificate in respect of such fraction, and on presentation at the head office of the co-operative or at a place designated by the co-operative of bearer fractional certificates for fractions that together represent a whole share, a share certificate for a whole share shall be issued in exchange therefor.  R.S.O. 1990, c. C.35, s. 48. Loan Capital
49 (1) The capital of co-operatives without share capital may be in the form of loans from members, called member loans, and such loans may be in such amounts, payable on demand or at such times and without interest or at interest not exceeding the prescribed maximum annual percentage or, if authorized by by-law of the co-operative, at such a lesser rate as the board of directors may by resolution determine.  R.S.O. 1990, c. C.35, s. 49 (1); 1992, c. 19, s. 7. Borrowing from members (2) A co-operative may borrow money from its members not being loans made as a condition of membership or as compulsory loans of patronage returns, in such amounts payable on demand or at such times and either without interest or with interest at such rate as the by-laws provide or, if authorized by by-law, at such rate as the directors may by resolution determine.  R.S.O. 1990, c. C.35, s. 49 (2). Termination of membership (3) The directors of a co-operative without share capital may, by resolution passed by a majority of the board, terminate the membership of a member of the co-operative and, subject to section 67, repay to the member the amount outstanding on any loans to the co-operative that are repayable to the member on demand, together with any accrued interest, if, (a)  the member has not transacted any business with the co-operative for two years and the co-operative is not a renewable energy co-operative; or (b)  the member, if it is a corporation, is about to be dissolved.  2009, c. 12, Sched. I, s. 5. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 7 - 24/08/1992 2009, c. 12, Sched. I, s. 5 - 9/09/2009 Borrowing Powers
50 (1) Where authorized by by-law, the directors may, (a)  borrow money on the credit of the co-operative; (b)  issue, sell or pledge debt obligations of the co-operative; or (c)  charge, mortgage, hypothecate or pledge all or any currently owned or subsequently acquired real or personal movable or immovable property of the co-operative, including book debts, rights, powers, franchises and undertakings, to secure any debt obligations or any money borrowed or other debt or liability of the co-operative. R.S.O. 1990, c. C.35, s. 50 (1); 2013, c. 3, s. 1. Contents of by-law (2) Any by-law referred to in subsection (1) may, (a)  limit the amount to be borrowed as determined by the by-law; and (b)  provide for the delegation by the directors of the powers conferred on them under the by-law to such directors or officers of the co-operative and to such extent and manner as is set out in the by-law.  R.S.O. 1990, c. C.35, s. 50 (2). Section Amendments with date in force (d/m/y) 2013, c. 3, s. 1 - 1/06/2014
51 Nothing in this Act prohibits the issue of debt obligations in bearer form.  R.S.O. 1990, c. C.35, s. 51.
52 A condition contained in a debt obligation or in an instrument for securing a debt obligation is not invalid by reason only that the debt obligation is thereby made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long.  R.S.O. 1990, c. C.35, s. 52. 53 Repealed: 2019, c. 15, Sched. 8, s. 4. Section Amendments with date in force (d/m/y) 1997, c. 19, s. 3 (4) - 10/10/1997; 1997, c. 28, s. 37 - 1/07/1998 2018, c. 17, Sched. 9, s. 13 - 08/06/2019 2019, c. 15, Sched. 8, s. 4 - 10/12/2019 Dividends and Surplus
54 A co-operative may by by-law provide that, before any distribution of surplus arising from the business of the co-operative in each fiscal year is made, the co-operative may, (a)  set aside reserve funds; (b)  provide for the payment of dividends on the share capital.  R.S.O. 1990, c. C.35, s. 54; 1994, c. 17, s. 14. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 14 - 23/06/1994
56 (1) A co-operative may by by-law provide that in each fiscal year the whole, or such part as the directors may by resolution determine, of the patronage return of each member shall be applied to the purchase for the member of a stated number of unissued shares of the co-operative or a stated number of issued shares of the co-operative, if obtainable.  R.S.O. 1990, c. C.35, s. 56 (1). Notice (2) Where a co-operative has enacted a by-law under subsection (1) and the whole or part of the patronage return of a member is required to be invested in issued shares, the co-operative shall send a written notice to each member stating the number of shares to be purchased by the member.  R.S.O. 1990, c. C.35, s. 56 (2); 2004, c. 31, Sched. 8, s. 13 (1). Purchase of shares on behalf of member (3) Unless within 30 days after the date on which the notice is sent, the member required to purchase issued shares has presented for transfer to the member the number of shares that the member is required to purchase, the co-operative may on behalf of such member, (a)  purchase the required number of shares from members who are willing to sell such shares; (b)  pay out of the patronage return of such member the purchase price; (c)  transfer such shares to the member; and (d)  issue and forward to such member a certificate representing such shares.  R.S.O. 1990, c. C.35, s. 56 (3); 2004, c. 31, Sched. 8, s. 13 (2). Compulsory borrowing (4) A co-operative may enact by-laws requiring its members to lend to it the whole, or such part as the directors may determine, of the patronage returns to which they may become entitled in each fiscal year upon such terms and at such rate of interest as the directors, if authorized by by-law, may by resolution determine, but in no case at a rate of interest greater than the prescribed maximum annual percentage.  R.S.O. 1990, c. C.35, s. 56 (4); 1992, c. 19, s. 10. Same (5) No member shall be required to purchase issued shares at a price in excess of their fair market value, as defined in the regulations.  1994, c. 17, s. 15. Idem (6) Where the co-operative is insolvent, no member shall be required under this section to lend the member’s patronage return or to purchase shares of the co-operative.  R.S.O. 1990, c. C.35, s. 56 (6). Idem (7) This section does not prevent a member from receiving so much of the member’s patronage return as has not been appropriated to loans to the co-operative in accordance with a resolution of the board of directors or the by-laws.  R.S.O. 1990, c. C.35, s. 56 (7). Section Amendments with date in force (d/m/y) 1992, c. 19, s. 10 - 24/08/1992; 1994, c. 17, s. 15 - 23/06/1994 2004, c. 31, Sched. 8, s. 13 (1, 2) - 31/08/2007
57 (1) A co-operative may, when authorized by by-law, deduct a percentage amount from the money received by the co-operative on the goods, products or services marketed, handled or dealt in by the co-operative for or on behalf of any member.  R.S.O. 1990, c. C.35, s. 57 (1). Idem (2) An amount retained by a co-operative under subsection (1) shall be applied by the co-operative, (a)  as a loan on the terms provided in the by-law and at the rate of interest provided in the by-law not exceeding the prescribed maximum annual percentage; or (b)  as an investment by the member in shares of the co-operative, but no member shall be required to purchase membership shares for more than the par value of the shares or purchase preference shares for more than the par value plus any premium.  R.S.O. 1990, c. C.35, s. 57 (2); 1992, c. 19, s. 11; 1994, c. 17, s. 2; 2001, c. 8, s. 12. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 11 - 24/08/1992 2001, c. 8, s. 12 - 29/06/2001
58 (1) Subject to subsection (2) and the articles of the co-operative, the directors may declare and the co-operative may pay dividends on its issued shares.  R.S.O. 1990, c. C.35, s. 58 (1). Maximum dividends (2) Dividends on a membership share shall not exceed the prescribed rate.  1994, c. 17, s. 16. Manner of payment (3) A dividend may be paid in cash or in property not exceeding in value the amount of the dividend. When dividend not to be declared (4) The directors shall not declare and the co-operative shall not pay any dividend when the co-operative is insolvent, or any dividend the payment of which renders the co-operative insolvent or that diminishes its capital.  R.S.O. 1990, c. C.35, s. 58 (3, 4). Section Amendments with date in force (d/m/y) 1994, c. 17, s. 16 - 23/06/1994
59 For the amount of any dividend that the directors may declare payable in cash, they may declare a stock dividend and issue therefor shares of the co-operative as fully paid.  R.S.O. 1990, c. C.35, s. 59. Members
60 (1) Subject to the provisions of this Act and the articles of the co-operative, membership therein is governed by the by-laws of the co-operative. Classes of membership (2) The articles of a co-operative may provide for more than one class of membership and in that case shall set forth the designation of and the terms and conditions attaching to each class.  R.S.O. 1990, c. C.35, s. 60.
61 (1) Each incorporator of a co-operative who has subscribed for a membership share in the co-operative or who has paid a membership fee, if any, shall upon the effective date of incorporation be entered upon the register of members.  R.S.O. 1990, c. C.35, s. 61 (1); 1994, c. 17, s. 2. Applicants for membership (2) No person shall become a member of a co-operative until the person’s application for membership has been approved by the directors and the applicant has complied fully with the by-laws governing admission of members.  R.S.O. 1990, c. C.35, s. 61 (2). Membership in multi-stakeholder co-operative (2.1) Despite subsection (2), the by-laws governing admission of members of a multi-stakeholder co-operative may provide that no person shall become a member of the co-operative until the person’s application for membership has been approved by the directors elected by the appropriate stakeholder group and the person has complied fully with the by-laws governing admission of members.  1994, c. 17, s. 17. Membership (3) A subscription for membership shares in a co-operative with share capital constitutes an application for membership and the allotment of the minimum number of membership shares required for membership to the applicant constitutes admission to membership.  2001, c. 8, s. 13 (1). Idem (4) An application for authorization of the transfer of membership shares in a co-operative with share capital constitutes an application for membership and the passing of the resolution authorizing the transfer constitutes admission to membership.  R.S.O. 1990, c. C.35, s. 61 (4); 1994, c. 17, s. 2. Jointly held membership (5) Two or more persons may jointly hold a membership if the by-laws of the co-operative provide for joint membership and, in determining the number of members for the purposes of this Act, those persons shall count as one member.  2001, c. 8, s. 13 (2). Section Amendments with date in force (d/m/y) 1994, c. 17, s. 2, 17 - 23/06/1994 2001, c. 8, s. 13 (1, 2) - 29/06/2001
62 No transfer of a membership in a co-operative without share capital is valid for any purpose whatever, (a)  unless a written application for membership by the transferee has been approved by a resolution of the directors of the co-operative or by a person authorized by such a resolution to approve such applications; and (b)  until notification of the approval under clause (a) has been sent the transferee and the transferee’s name has been entered on a register of members, except only as evidence of the rights of the parties thereto towards each other.  R.S.O. 1990, c. C.35, s. 62.
63 (1) Subject to the by-laws of the co-operative, a person of the full age of sixteen years or more may become a member thereof. Members competent (2) Any person under the full age of eighteen years admitted to membership in the co-operative is competent to enter into any contract with the co-operative, and with respect to contracts with the co-operative shall be deemed to be of full age and capacity.  R.S.O. 1990, c. C.35, s. 63.
64 (1) Subject to section 67, a member may withdraw from a co-operative by giving to the secretary of the co-operative six months notice of the member’s intention to withdraw or such shorter notice as is established by by-law.  2001, c. 8, c. 14. Idem (2) A deceased member shall be deemed to have given notice to the co-operative on the day of his or her death of his or her intention to withdraw.  R.S.O. 1990, c. C.35, s. 64 (2). Repayment to members on withdrawal (3) Subject to subsection (4), where notice of intention to withdraw has been given to a co-operative under subsection (1), or is deemed to have been given under subsection (2), the co-operative shall, within six months of the receipt thereof, (a)  purchase, for an amount equal to par value together with any premium and unpaid dividends or for a lesser amount agreed to by the co-operative and the member or the member’s personal representative, all shares in the co-operative held by the member, other than prescribed shares; and (b)  pay to the member or the member’s personal representative all amounts held to the member’s credit, excluding term loans, together with any interest accrued thereon and the amount outstanding on loans made to the co-operative by the member that are repayable on demand by the member together with any interest accrued thereon.  R.S.O. 1990, c. C.35, s. 64 (3); 1994, c. 17, s. 18 (1). Election by member (4) Despite subsection (3), a member who has given notice under subsection (1) may elect in such notice to retain all or some of the member’s shares or loans in the co-operative, but such election shall not entitle the member to remain a member of the co-operative.  R.S.O. 1990, c. C.35, s. 64 (4). Idem (5) Where an election is made under subsection (4), the person may later withdraw some or all of the person’s shares or loans from the co-operative by giving notice to the co-operative in the manner prescribed by subsection (1), and the co-operative shall, within six months of the receipt thereof, (a)  purchase the shares, other than prescribed shares, at their par value together with any premium and unpaid dividends, or for a lesser amount agreed to by the co-operative and the person; (b)  pay to the person the amounts held to the person’s credit together with any interest accrued thereon; and (c)  pay to the person the amount outstanding on loans repayable on demand together with any interest accrued thereon, that are referred to in the notice.  R.S.O. 1990, c. C.35, s. 64 (5); 1994, c. 17, s. 18 (2). Extension of time for repayment (6) Where, in the opinion of the directors of the co-operative, payments in accordance with subsection (3) or (5) would not be in the best interests of the co-operative, the directors may by resolution extend such payments over a period of not more than five years and pay in each year not less than 20 per cent of the amount to be repaid under subsection (3) or (5).  R.S.O. 1990, c. C.35, s. 64 (6). Section Amendments with date in force (d/m/y) 1994, c. 17, s. 18 (1, 2) - 23/06/1994 2001, c. 8, s. 14 - 29/06/2001
65 (1) Where a person is shown on the records of a co-operative as holding a share as a personal representative, the receipt by such person is a valid and binding discharge to the co-operative for any payment or other distribution made in respect of the share whether notice of any trust has been given to the co-operative or not, and the co-operative is not bound to see to the application of such payment or other distribution. Co-operative not to vote, etc. (2) Where shares are purchased by a co-operative under subsection 32 (1), 64 (3) or section 66 or accepted under subsection 33 (1) and are not thereby cancelled, no person is entitled to receive notice of or to vote at meetings of members or to receive any payment in respect of the shares whether by way of dividend or otherwise until such shares are resold.  R.S.O. 1990, c. C.35, s. 65.
67 (1) A co-operative shall not exercise its powers under subsection 49 (3) or section 64 or 66, (a)  if the co-operative is insolvent or if the exercise of its powers under that section would render the co-operative insolvent; or (b)  if such exercise of its powers would in the opinion of the board of directors be detrimental to the financial stability of the co-operative.  R.S.O. 1990, c. C.35, s. 67 (1). Shares to be cancelled or resold (2) Where the shares of a member are acquired under section 64 or 66, (a)  if the articles so require, the shares shall be cancelled and thereupon the authorized and issued capital of the co-operative are thereby decreased, and the articles are amended accordingly; (b)  if the articles do not require the shares to be cancelled, (i)  the board of directors may at the time of the purchase cancel the shares, in which case the authorized and issued capital of the co-operative are thereby decreased and the articles are amended accordingly, or (ii)  the co-operative may re-sell the shares at such price and on such terms as the directors determine.  R.S.O. 1990, c. C.35, s. 67 (2); 1994, c. 17, s. 20. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 20 - 23/06/1994 Member’s Rights
68 (1) Subject to subsection (2), a member of a co-operative may maintain an action in a representative capacity for the member and all other members of the co-operative suing for and on behalf of the co-operative to enforce any right, duty or obligation owed to the co-operative under this Act or under any other statute or rule of law or equity that could be enforced by the co-operative itself, or to obtain damages for any breach of any such right, duty or obligation. Leave (2) An action under subsection (1) shall not be commenced until the member has obtained an order of the court permitting the member to commence the action. Application for order to commence action (3) A member may, upon at least seven days notice to the co-operative, apply to the court for an order referred to in subsection (2), and, if the court is satisfied that, (a)  the member was a member of the co-operative at the time of the transaction or other event giving rise to the cause of action; (b)  the member has made reasonable efforts to cause the co-operative to commence or prosecute diligently the action on its own behalf; and (c)  the member is acting in good faith and it appears to be in the interests of the co-operative or its members that the action be commenced, the court may make the order upon such terms as the court thinks fit, except that the order shall not require the member to give security for costs. Application for order for interim costs (4) At any time or from time to time while the action commenced under this section is pending, the plaintiff may apply to the court for an order for the payment to the plaintiff by the co-operative of reasonable interim costs including solicitor’s and counsel fees and disbursements, for which interim costs the plaintiff shall be accountable to the co-operative if the action is dismissed with costs on final disposition at the trial or on appeal. Trial and judgment (5) An action commenced under this section shall be tried by the court and its judgment or order in the cause, unless the action is dismissed with costs, may include a provision that the reasonable costs of the action are payable to the plaintiff by the co-operative or other defendants assessed as between a solicitor and the solicitor’s own client. Discontinuance and settlement (6) An action commenced under this section shall not be discontinued, settled or dismissed for want of prosecution without the approval of the court and, if the court determines that the interests of the members may be substantially affected by such discontinuance, settlement or dismissal, the court, in its discretion, may direct that notice in manner, form and content satisfactory to the court shall be given, at the expense of the co-operative or any other party to the action as the court directs, to the members thereof whose interests the court determines will be so affected.  R.S.O. 1990, c. C.35, s. 68.
68.1 A sale, lease, exchange or other disposition of all or substantially all of the property of a co-operative must be authorized by a special resolution and by such additional authorization as the articles provide.  1994, c. 17, s. 21. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 21 - 23/06/1994
71 (1) On the requisition in writing of 5 per cent of the members of the co-operative, the directors shall, (a)  give to the members entitled to notice of the next meeting of members notice of any resolution that may properly be moved and is intended to be moved at that meeting; or (b)  circulate to the members entitled to vote at the next meeting of members a statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or with respect to the business to be dealt with at that meeting. Notice (2) The notice or statement or both, as the case may be, shall be given or circulated by sending a copy thereof to each member entitled thereto in the same manner and at the same time as that prescribed by this Act, the articles or the by-laws, for the sending of notice of meetings of members. Idem (3) Where it is not practicable to send the notice or statement or both at the same time as the notice of the meeting is sent, the notice or statement or both shall be sent as soon as practicable thereafter. Deposit of requisition, etc. (4) The directors are not bound under this section to give notice of any resolution or to circulate any statement unless, (a)  the requisition, signed by the requisitionists, is deposited at the head office of the co-operative, (i)  in the case of a requisition requiring notice of a resolution to be given, not less than twenty-one days before the meeting, (ii)  in the case of a requisition requiring a statement to be circulated, not less than fourteen days before the meeting; and (b)  there is deposited with the requisition a sum reasonably sufficient to meet the expenses of the co-operative in giving effect thereto. Where directors not bound to circulate statement (5) The directors are not bound under this section to circulate any statement if, on the application of the co-operative or any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter, and on any such application the court may order the costs of the co-operative to be paid in whole or in part by the requisitionists even if they are not parties to the application. Where no liability (6) No co-operative or a director, officer or employee thereof or person acting on its behalf, except a requisitionist, is liable in damages or otherwise by reason only of the giving of a notice or the circulation of a statement, or both, in compliance with this section. Duty to deal with requisitioned matter (7) Despite anything in the by-laws of the co-operative, where the requisitionists have complied with this section, the resolution, if any, mentioned in the requisition shall be dealt with at the meeting to which the requisition relates. Repayment of expenses (8) The co-operative shall pay to the requisitionists the sum deposited under clause (4) (b) unless at the meeting to which the requisition relates the members by a majority of the votes cast reject the repayment to the requisitionists.  R.S.O. 1990, c. C.35, s. 71. Liabilities of Members
72 (1) Where the issued loan or share capital of a co-operative is decreased by an amendment to the articles, each person who was a member on the effective date of the amendment is individually liable to the creditors of the co-operative for the debts due on that date to an amount not exceeding the amount of the repayment to the person.  R.S.O. 1990, c. C.35, s. 72 (1). Limitation of liability (2) A person is not liable under subsection (1) unless the co-operative has been sued for the debt and execution has been returned unsatisfied in whole or in part.  2002, c. 24, Sched. B, s. 30 (1). Idem (3) After execution has been so returned, the amount due on the execution, not exceeding the amount of the repayment to the person, is the amount recoverable against such person.  R.S.O. 1990, c. C.35, s. 72 (3). Class actions (4) Where it is made to appear that there are numerous members who may be liable under this section, the court of competent jurisdiction may permit an action to be brought against one or more of them 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 may be found, and the referee shall determine the amount that each should contribute towards the plaintiff’s claim and may direct payment of the sum so determined.  R.S.O. 1990, c. C.35, s. 72 (4). Member in fiduciary capacity (5) No person holding shares or loans in the capacity of a personal representative and registered on the records of the co-operative as a member and therein described as representing in such capacity a named estate, person or trust is personally liable under this section, but the estate, person or trust is subject to all liabilities imposed by this section.  R.S.O. 1990, c. C.35, s. 72 (5). Section Amendments with date in force (d/m/y) 2002, c. 24, Sched. B, s. 30 (1) - 1/01/2004
73 A member of a co-operative as such is not answerable or responsible for any act, default, obligation or liability of the co-operative or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the co-operative.  R.S.O. 1990, c. C.35, s. 73. Meetings of Members
74 (1) Unless the articles or by-laws of a co-operative require that meetings of the members be held at a particular Ontario location, the meetings of the members of the co-operative are to be held at such place in Ontario as the board of directors stipulates.  2009, c. 34, Sched. F, s. 1; 2023, c. 9, Sched. 8, s. 4 (1). Same (2) If the articles of a co-operative so provide, the meetings of the members of the co-operative may be held at one or more places outside Ontario specified in the articles.  2009, c. 34, Sched. F, s. 1. Meeting by telephonic or electronic means (3) Subject to the articles or by-laws and subsection (5), a meeting of the members of the co-operative may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. 2023, c. 9, Sched. 8, s. 4 (2). Same, articles, etc. (4) In addition to any other matters that the articles or by-laws may provide for with respect to the holding of meetings of the members of the co-operative in accordance with subsection (3), the articles or by-laws may, (a)  limit the manner or manners by which a meeting of the members of the co-operative may be held in accordance with subsection (3); and (b)  specify requirements that apply with respect to the holding of a meeting of the members of the co-operative in a manner described in subsection (3) or in such manner as described by the articles or by-laws made under clause (a). 2023, c. 9, Sched. 8, s. 4 (2). Same, reasonable participation (5) A meeting of the members of the co-operative held in any manner described in subsection (3) or in such manner as described by the articles or by-laws made under subsection (4) must enable all persons entitled to attend the meeting to reasonably participate. 2023, c. 9, Sched. 8, s. 4 (2). Same, persons deemed present at meeting (6) A person who, through telephonic or electronic means, votes at or attends a meeting of the members of the co-operative is deemed for the purposes of this Act to be present in person at the meeting. 2023, c. 9, Sched. 8, s. 4 (2). Same, deemed place of meeting (7) A meeting of the members of the co-operative held in any manner described in subsection (3) or in such manner as described by the articles or by-laws made under subsection (4) is deemed to be held at the place where the head office of the co-operative is located. 2023, c. 9, Sched. 8, s. 4 (2). Section Amendments with date in force (d/m/y) 2009, c. 34, Sched. F, s. 1 - 15/12/2009 2023, c. 9, Sched. 8, s. 4 (1, 2) - 01/10/2023
75.1 Meetings of the members of a stakeholder group of a multi-stakeholder co-operative shall be called as nearly as possible in the same manner as meetings of members generally.  1994, c. 17, s. 23. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 23 - 23/06/1994
76 (1) A member of a co-operative has only one vote.  R.S.O. 1990, c. C.35, s. 76 (1). Proxies prohibited (2) Subject to subsection (3), no member of a co-operative shall vote by proxy.  R.S.O. 1990, c. C.35, s. 76 (2). Voting by corporation (3) A corporate member may appoint one of its directors or officers to attend and vote on its behalf at meetings of members and such director or officer has only one vote.  R.S.O. 1990, c. C.35, s. 76 (3); 2009, c. 34, Sched. F, s. 3 (1). Manner of voting (4) Subject to the articles or by-laws of a co-operative, voting at a meeting of members shall be by show of hands unless a poll is demanded by a member, or by a director or officer on behalf of a member under subsection (3), entitled to vote at the meeting. 2023, c. 9, Sched. 8, s. 6. Demand for poll (5) Subject to the articles or by-laws of a co-operative, a member, or a director or officer on behalf of a member under subsection (3), may demand a poll either before or after any vote by show of hands. 2023, c. 9, Sched. 8, s. 6. Voting by telephonic or electronic means (6) Unless the articles or by-laws of a co-operative expressly provide otherwise, a vote cast before or at a meeting of members may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. 2023, c. 9, Sched. 8, s. 6. Voting by mail, etc. (7) The by-laws of a co-operative that is not a non-profit housing co-operative may permit voting to be cast by either or both of the following methods: 1.  Sending the vote by mail. 2.  Delivering the vote personally to, i.  the head office of the co-operative as shown on the records of the Ministry, or ii.  the co-operative’s business office. 2023, c. 9, Sched. 8, s. 6. Same, non-profit housing co-operative (8) The by-laws of a co-operative that is a non-profit housing co-operative may permit voting to be cast by one or more of the following methods: 1.  Sending the vote by mail. 2.  Delivering the vote personally to, i.  the head office of the co-operative as shown on the records of the Ministry, or ii.  the co-operative’s business office. 3.  Handing the vote to a returning officer or other individual designated by the co-operative for the purpose of receiving the vote. 2023, c. 9, Sched. 8, s. 6. Section Amendments with date in force (d/m/y) 2009, c. 34, Sched. F, s. 3 (1, 2) - 15/12/2009 2023, c. 9, Sched. 8, s. 6 - 01/10/2023
77 A co-operative shall hold an annual meeting of its members not later than eighteen months after its incorporation and subsequently not more than fifteen months after the holding of the last preceding annual meeting and at such meeting any member shall have an opportunity to raise any matter relevant to the affairs and business of the co-operative.  R.S.O. 1990, c. C.35, s. 77.
78 The directors may at any time call a general meeting of the members 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. 78.
79 (1) Five per cent of the members of a co-operative may requisition the directors to call a general meeting of the members for any purpose that is connected with the affairs of the co-operative and that is not inconsistent with this Act. Requisition (2) The requisition shall state the general nature of the business to be presented at the meeting and shall be signed by the requisitionists and deposited at the head office of the co-operative and may consist of several documents in like form, each signed by one or more requisitionists. Duty of directors to call meeting (3) Upon deposit of the requisition, the directors shall forthwith call a general meeting of the members for the transaction of the business stated in the requisition. When requisitionists may call meeting (4) If the directors do not within thirty days from the date of the deposit of the requisition call and hold the meeting, any of the requisitionists may call the meeting, which shall be held within sixty days from the date of the deposit of the requisition. Calling of meeting (5) A meeting called under this section shall be called as nearly as possible in the same manner as meetings of members are called under the by-laws, but, if the by-laws provide for more than twenty-one days notice of meetings, twenty-one days notice is sufficient for the calling of the meeting. Repayment of expenses (6) The co-operative shall, (a)  reimburse the requisitionists for any reasonable expenses incurred by them by reason of the action taken by them under subsection (4); and (b)  retain out of any money due or to become due, by way of fees or other remuneration for their services, to such of the directors as were in default, an amount equal to the amount the requisitionists were reimbursed, unless, at the meeting, the members by a majority of the votes cast reject the reimbursement of the requisitionists.  R.S.O. 1990, c. C.35, s. 79.
80 Despite section 79, 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 its members that the meeting be held on requisition, may make an order, upon such terms as to security for the costs of holding the meeting or otherwise as to the court seems fit, requiring the directors to call a general meeting of the members for any purpose that is connected with the affairs of the co-operative and that is not inconsistent with this Act.  R.S.O. 1990, c. C.35, s. 80.
81 If for any reason it is impracticable to call a meeting of members of a co-operative in any manner in which meetings of members may be called or to conduct the meeting in the manner prescribed by this Act, the articles or by-laws, the court may, on the application of a director or a member who would be entitled to vote at the meeting, order a meeting to be called, held and conducted in such manner as the court thinks fit, and any meeting called, held and conducted in accordance with the order shall for all purposes be deemed to be a meeting of members of the co-operative duly called, held and conducted.  R.S.O. 1990, c. C.35, s. 81.
82 The by-laws may provide for the fixing in advance of a date as the record date, (a)  for the determination of the members entitled to notice of meetings of the members, which record date for notice shall not be more than fifty days before the date of the meeting and not fewer than the minimum number of days for notice of the meeting and where no such record date for notice is fixed, the record date for notice shall be at the close of business on the day next preceding the day on which notice is given or sent; and (b)  for the determination of the members entitled to vote at meetings of the members which record date for voting shall not be more than two days, excluding Saturdays and holidays, before the date of the meeting and where no such record date for voting is fixed, the record date for voting shall be the time of the taking of the vote.  R.S.O. 1990, c. C.35, s. 82.
83 Where a person holds shares or a member loan as a personal representative of a member, the personal representative is entitled to vote at all meetings of members.  R.S.O. 1990, c. C.35, s. 83.
84 If two or more persons jointly hold a membership, any one of them present at a meeting of members has the right to vote in the absence of the other or others but if more than one of them are present and vote, they shall vote together as one on the membership jointly held by them.  2001, c. 8, s. 16. Section Amendments with date in force (d/m/y) 2001, c. 8, s. 16 - 29/06/2001 Directors and Officers
85 (1) Every co-operative shall have a board of directors however designated.  R.S.O. 1990, c. C.35, s. 85 (1). Minimum number (2) There shall be at least three directors.  1992, c. 19, s. 13. Resident Canadians (3) A majority of directors on the board of directors of every co-operative shall be resident Canadians.  R.S.O. 1990, c. C.35, s. 85 (3). Section Amendments with date in force (d/m/y) 1992, c. 19, s. 13 - 24/08/1992
86 (1) Each of the persons named as first directors in the articles of a co-operative is a director of the co-operative until replaced by a person duly elected or appointed in his or her stead. Idem (2) The first directors of a co-operative have all the powers and duties and are subject to all the liabilities of directors.  R.S.O. 1990, c. C.35, s. 86.
87 (1) Subject to subsection (2), no person shall be a director of a co-operative unless he or she is a member thereof or a director, officer, shareholder or member of a corporate member thereof, and, where a director or a corporation of which he or she is an officer, director, shareholder or member ceases to be a member, he or she thereupon ceases to be a director.  R.S.O. 1990, c. C.35, s. 87; 2009, c. 34, Sched. F, s. 4 (1). Exception (2) Subject to subsection (3), the by-laws of a co-operative, other than a non-profit housing co-operative, may provide for the appointment or election of directors who are non-members or who are not directors, officers, shareholders or members of a corporate member.  2009, c. 34, Sched. F, s. 4 (2). Same (3) The number of directors appointed or elected who are non-members or who are not directors, officers, shareholders or members of a corporate member must not exceed one-fifth of the total number of directors.  2009, c. 34, Sched. F, s. 4 (2). Section Amendments with date in force (d/m/y) 2009, c. 34, Sched. F, s. 4 (1, 2) - 15/12/2009
88 (1) Subject to subsection 85 (2), a co-operative may by by-law increase or decrease the number, or the minimum or maximum number, of directors as set out in its articles.  1992, c. 19, s. 14 (1). Filing of by-law (2) A co-operative shall file with the Minister a certified copy of the by-law within ten days after the by-law has been confirmed by the members. R.S.O. 1990, c. C.35, s. 88 (2); 1997, c. 28, s. 37; 2017, c. 34, Sched. 9, s. 5. Validity (3) Failure to comply with subsection (2) does not affect the validity of the by-law.  R.S.O. 1990, c. C.35, s. 88 (3). No director’s term shortened (4) No decrease in the number or maximum number of directors shall shorten the term of an incumbent director.  1992, c. 19, s. 14 (2). Section Amendments with date in force (d/m/y) 1992, c. 19, s. 14 (1, 2) - 24/08/1992; 1997, c. 28, s. 37 - 1/07/1998 2017, c. 34, Sched. 9, s. 5 - 29/10/2018
88.1 If the articles of a co-operative set out minimum and maximum number of directors, the exact number of directors shall be determined by a special resolution or, if authorized by a special resolution, by a resolution of the directors.  1992, c. 19, s. 15. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 15 - 24/08/1992 Age and qualification of directors
89 (1) No person under eighteen years of age shall be a director of a co-operative.  R.S.O. 1990, c. C.35, s. 89 (1). Qualifications (2) No undischarged bankrupt or person who is incapable of managing property within the meaning of the Substitute Decisions Act, 1992 shall be a director, and a director who becomes bankrupt or incapable of managing property ceases to be a director.  2009, c. 33, Sched. 2, s. 19 (2). Consent (3) A person who is elected or appointed a director is not a director unless, (a)  the person was present at the meeting when he or she was elected or appointed and did not refuse at the meeting to act as director; (b)  where the person was not present at the meeting when he or she was elected or appointed, the person consented to act as director in writing before his or her election or appointment or within ten days thereafter.  R.S.O. 1990, c. C.35, s. 89 (3). Idem (4) For the purposes of subsection (3), a person who is elected or appointed as director and refuses under clause (3) (a) or fails to consent under clause (3) (b) shall be deemed not to have been elected or appointed as a director.  R.S.O. 1990, c. C.35, s. 89 (4). Section Amendments with date in force (d/m/y) 2009, c. 33, Sched. 2, s. 19 (2) - 15/12/2009
90 (1) The directors shall be elected by the members at a general meeting, and the election shall be conducted in the manner prescribed by section 91. 2023, c. 9, Sched. 8, s. 7. Idem (2) The election of directors shall take place yearly or at such other interval not exceeding five years as is provided by the articles and all the directors then in office shall retire, but are eligible for re-election. R.S.O. 1990, c. C.35, s. 90 (2). Continuance in office (3) If an election of directors is not held within the prescribed period, the directors continue in office until their successors are elected. R.S.O. 1990, c. C.35, s. 90 (3). Rotation (4) The articles or by-laws may provide for the election and retirement of directors in rotation, but in that case no director shall be elected for a term of more than five years and at least two directors shall retire from office in each year. R.S.O. 1990, c. C.35, s. 90 (4). Idem (5) It shall not be necessary for all directors to hold office for the same term.  R.S.O. 1990, c. C.35, s. 90 (5). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 8, s. 7 - 01/10/2023
91 (1) Every member entitled to vote at an election of directors, if the member votes, shall cast at or before a general meeting a number of votes equal to the number of directors to be elected, and the member shall distribute the votes among the candidates in such manner as the member sees fit, but no candidate shall receive more than one vote from each member.  R.S.O. 1990, c. C.35, s. 91; 2023, c. 9, Sched. 8, s. 8. Directors may be acclaimed (2) Despite subsection (1) and subject to the by-laws, if the number of candidates for election as directors of a co-operative at a general meeting is the same or fewer than the number to be elected at that meeting, the chair may declare the candidates to have been elected by acclamation.  2009, c. 34, Sched. F, s. 5. Section Amendments with date in force (d/m/y) 2009, c. 34, Sched. F, s. 5 - 15/12/2009 2023, c. 9, Sched. 8, s. 8 - 01/10/2023
92 (1) Subject to subsection (2), where a vacancy occurs in the board, and a quorum of directors remains, the directors remaining in office may appoint a qualified person to fill the vacancy for the remainder of the term, but the articles may provide that such vacancy may only be filled by election at a general meeting of the members duly called for that purpose. Idem (2) Where the number of directors is increased, the vacancies resulting from such increase shall only be filled by election at a general meeting of the members duly called for that purpose. Idem, where no quorum (3) When there is not a quorum of directors in office, the director or directors then in office shall forthwith call a general meeting of the members to fill the vacancies, and, in default or if there are no directors then in office, the meeting may be called by any member.  R.S.O. 1990, c. C.35, s. 92.
93 (1) Unless the articles or by-laws otherwise provide, a majority of the board of directors constitutes a quorum, but in no case shall a quorum be less than two-fifths of the board of directors.  R.S.O. 1990, c. C.35, s. 93. Counting (2) Directors who are non-members or who are not directors, officers, shareholders or members of a corporate member are not to be counted for the purpose of constituting a quorum.  2009, c. 34, Sched. F, s. 6. Section Amendments with date in force (d/m/y) 2009, c. 34, Sched. F, s. 6 - 15/12/2009 93.1 Repealed:  2009, c. 34, Sched. F, s. 7. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 24 - 23/06/1994 2009, c. 34, Sched. F, s. 7 - 15/12/2009
94 (1) Subject to subsections (2) and (3), a meeting of directors shall be held at the place where the head office of the co-operative is located. 2023, c. 9, Sched. 8, s. 9. Exception (2) Where the articles or by-laws of the co-operative so provide, the meetings of the board of directors and of the executive committee may be held at any place within or outside Ontario, but in any financial year of the co-operative a majority of the meetings of the board of directors and a majority of the meetings of the executive committee shall be held at a place within Canada. 2023, c. 9, Sched. 8, s. 9. Meeting by telephonic or electronic means (3) Subject to the articles or by-laws and subsection (5), a meeting of directors may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. 2023, c. 9, Sched. 8, s. 9. Same, articles, etc. (4) In addition to any other matters that the articles or by-laws may provide for with respect to the holding of meetings of directors in accordance with subsection (3), the articles or by-laws may, (a)  limit the manner or manners by which a meeting of directors may be held in accordance with subsection (3); and (b)  specify requirements that apply with respect to the holding of a meeting of directors in a manner described in subsection (3) or in such manner as described by the articles or by-laws made under clause (a). 2023, c. 9, Sched. 8, s. 9. Same, ability to communicate at meeting (5) A meeting of directors held in any manner described in subsection (3) or in such manner as described by the articles or by-laws made under subsection (4) must provide that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. 2023, c. 9, Sched. 8, s. 9. Same, persons deemed present at meeting (6) A person who, through telephonic or electronic means, attends a meeting of directors is deemed for the purposes of this Act to be present in person at the meeting. 2023, c. 9, Sched. 8, s. 9. Same, deemed place of meeting (7) If a majority of the directors attending a meeting held in a manner described in subsection (3) or in such manner as described by the articles or by-laws made under subsection (4) are in Canada during the meeting, the meeting is deemed to have been held in Canada. 2023, c. 9, Sched. 8, s. 9. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 8, s. 9 - 01/10/2023