jswizzle3737/ontario_laws_and_regs huggingface dataset:
1.1 (1) The Minister may delegate in writing any or all of the Minister’s duties and powers under this Act to any person, subject to any restrictions set out in the delegation. 2017, c. 34, Sched. 9, s. 2. Same, Director (2) The Director may delegate in writing any or all of the Director’s duties and powers under this Act to any person, subject to any restrictions set out in the delegation. 2020, c. 7, Sched. 6, s. 2. Section Amendments with date in force (d/m/y) 2017, c. 34, Sched. 9, s. 2 - 29/10/2018 2020, c. 7, Sched. 6, s. 2 - 12/05/2020
1.2 The Lieutenant Governor in Council may designate a person to exercise any powers or perform any duties of the Minister under this Act, subject to any restrictions set out in the designation. 2018, c. 17, Sched. 9, s. 1. Section Amendments with date in force (d/m/y) 2018, c. 17, Sched. 9, s. 1 - 08/06/2019
2 (1) For the purposes of this Act, a renewable energy co-operative is a co-operative whose articles restrict the business of the co-operative to, (a)  generating, within the meaning of the Electricity Act, 1998, electricity produced from one or more sources that are renewable energy sources for the purposes of that Act; and (b)  selling, as a generator within the meaning of that Act, electricity it produces from one or more renewable energy sources.  2009, c. 12, Sched. I, s. 2. Ancillary powers (2) As part of its business of generating and selling electricity produced from one or more renewable energy sources, a renewable energy co-operative, (a)  may establish or develop one or more generation facilities, within the meaning of the Electricity Act, 1998, to generate electricity produced from one or more renewable energy sources; and (b)  may promote the purchase by electricity users of electricity produced from renewable energy sources.  2009, c. 12, Sched. I, s. 2. Section Amendments with date in force (d/m/y) 1999, c. 12, Sched. I, s. 1 (1) - 22/12/1999 2009, c. 12, Sched. I, s. 2 - 9/09/2009
3 This Act, except where it is otherwise expressly provided, applies, (a)  to every corporation incorporated as a co-operative by or under a general or special Act of the Parliament of the former Province of Upper Canada; (b)  to every corporation incorporated as a co-operative by or under a general or special Act of the Parliament of the former Province of Canada that has its head office and carries on business in Ontario and that was incorporated with objects to which the authority of the Legislature extends; and (c)  to every corporation incorporated as a co-operative by or under a general or special Act of the Legislature, but this Act does not apply to a corporation to which the Credit Unions and Caisses Populaires Act, 2020 applies. R.S.O. 1990, c. C.35, s. 3; 2015, c. 20, Sched. 7, s. 1; 2020, c. 36, Sched. 7, s. 304 (1). Section Amendments with date in force (d/m/y) 2020, c. 36, Sched. 7, s. 304 (1) - 01/03/2022 Incorporation
4 (1) A co-operative may be incorporated under this Act for any lawful objects to which the authority of the Legislature extends, except those of a corporation the incorporation of which is provided for in any other Act. Professions (2) Where the practice of a profession is governed by an Act, a co-operative may be incorporated to practise the profession only if such Act expressly permits the practice of the profession by a corporation and subject to the provisions of such Act.  R.S.O. 1990, c. C.35, s. 4.
6 (1) If the articles conform to law, the approvals to incorporate that are required by statute have been given, all prescribed information has been delivered to the Minister and all fees established by the Minister have been paid, the Minister shall, (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 incorporators or their agent a certificate of incorporation to which the Minister shall affix the other duplicate.  R.S.O. 1990, c. C.35, s. 6 (1); 1994, c. 17, s. 4; 1997, c. 19, s. 3 (2). Idem (2) A co-operative comes into existence upon the date set forth in its certificate of incorporation. Idem (3) A certificate of incorporation is conclusive proof that all conditions precedent required to be performed by the incorporators have been complied with and that the co-operative has been incorporated under this Act, except in a proceeding under section 166 to cancel the certificate for cause.  R.S.O. 1990, c. C.35, s. 6 (2, 3). Section Amendments with date in force (d/m/y) 1994, c. 17, s. 4 - 23/06/1994; 1997, c. 19, s. 3 (2) - 10/10/1997 Name
7 (1) The corporate name of a co-operative shall include the word “co-operative” in English or “coopérative” in French as part thereof. R.S.O. 1990, c. C.35, s. 7 (1). Idem (2) Where a co-operative or any director, officer, employee or member uses the name of the co-operative, the word “co-operative” or «coopérative» may be abbreviated to “co-op” in English or “coop” in French. R.S.O. 1990, c. C.35, s. 7 (2). Idem (3) No corporation, association, partnership or individual not being a co-operative to which this Act applies shall use in Ontario a name that includes the word “co-operative” or “coopérative” or any abbreviation or derivation thereof whether or not the word, abbreviation or derivation is used in or in connection with the name. R.S.O. 1990, c. C.35, s. 7 (3). Idem (4) Subsection (3) does not apply to a corporation incorporated by or under the authority of the Parliament of Canada, to a corporation granted an extra-provincial licence, to a corporation incorporated under the laws of Ontario before the 12th day of April, 1917 or to a corporation to which the Credit Unions and Caisses Populaires Act, 2020 applies. R.S.O. 1990, c. C.35, s. 7 (4); 2015, c. 20, Sched. 7, s. 1; 2020, c. 36, Sched. 7, s. 304 (2). Use of “Incorporated”, “Incorporée”, etc. (5) Subject to subsection (6), the name of a co-operative incorporated after the 31st day of March, 1974 shall have the word “Incorporated”, “Incorporée” or “Corporation” or its corresponding abbreviation “Inc.” or “Corp.” as the last word thereof. R.S.O. 1990, c. C.35, s. 7 (5). Use of “Limited” or “Limitée” (6) Where a co-operative has share capital, the name of the co-operative may have the word “Limited” or “Limitée” or its corresponding abbreviation “Ltd.” or “Ltée” as the last word thereof. R.S.O. 1990, c. C.35, s. 7 (6). Section Amendments with date in force (d/m/y) 2020, c. 36, Sched. 7, s. 304 (2) - 01/03/2022
8 Despite section 7, a co-operative may use its name in such form and in such language as the articles provide and as the Minister approves.  R.S.O. 1990, c. C.35, s. 8.
10 A change in the name of a co-operative does not affect its rights or obligations.  R.S.O. 1990, c. C.35, s. 10.
11 Where a co-operative carries on business or identifies itself to the public in a name or style other than as provided in the articles, such name or style shall not include the word “Limited”, “Limitée”, “Incorporated”, “Incorporée” or “Corporation” or any abbreviation thereof.  R.S.O. 1990, c. C.35, s. 11.
12 (1) Any person may, on application in writing and on the payment of the fee established by the Minister, reserve a corporate name for the use and benefit of the applicant or the applicant’s nominee for a period of ninety days or such lesser period as the applicant specifies, if the name is at the time not contrary to section 9.  R.S.O. 1990, c. C.35, s. 12 (1); 1997, c. 19, s. 3 (3). Idem (2) During the period for which the name has been reserved, no corporation shall acquire the name or a similar name without the consent in writing of the person for whose use and benefit the name has been reserved.  R.S.O. 1990, c. C.35, s. 12 (2). Section Amendments with date in force (d/m/y) 1997, c. 19, s. 3 (3) - 10/10/1997 Head Office 13 Repealed:  2001, c. 8, s. 8. Section Amendments with date in force (d/m/y) 2001, c. 8, s. 8 - 29/06/2001
14 (1) Subject to subsection (2), a co-operative shall at all times have its head office at the place in Ontario where the articles provide that the head office is to be located. R.S.O. 1990, c. C.35, s. 14 (1). Change of head office (2) A co-operative may by by-law change the municipality or geographic township in which its head office is located to another place in Ontario. R.S.O. 1990, c. C.35, s. 14 (2). Where municipality annexed or amalgamated (3) Where the location of the head office of a co-operative is changed by reason only of the annexation or amalgamation of the place in which the head office is located to or with another municipality, such change does not constitute and has never constituted a change within the meaning of subsection (2). R.S.O. 1990, c. C.35, s. 14 (3). Filing of by-law (4) The co-operative shall, within ten days after a by-law passed under subsection (2) has been confirmed by the members, file a certified copy of the by-law with the Minister. R.S.O. 1990, c. C.35, s. 14 (4); 1997, c. 28, s. 35; 2017, c. 34, Sched. 9, s. 3. Change of street address (5) A co-operative may by resolution of the directors change the location of its head office within a municipality or geographic township and shall, within ten days after the passing of the resolution, file with the Minister notice of the change giving the address including the street and number, if any, of the new location. R.S.O. 1990, c. C.35, s. 14 (5); 1997, c. 28, s. 35; 2017, c. 34, Sched. 9, s. 3. Validity (6) Failure to comply with subsection (4) or (5) does not affect the validity of the by-law or resolution.  R.S.O. 1990, c. C.35, s. 14 (6). Section Amendments with date in force (d/m/y) 1997, c. 28, s. 35 - 1/07/1998 2017, c. 34, Sched. 9, s. 3 - 29/10/2018 Powers
15 (1) A co-operative has the capacity and the rights, powers and privileges of a natural person. Limitation in articles (2) The capacity or powers of a co-operative may be limited by the articles.  1992, c. 19, s. 3. (3) Repealed:  1992, c. 19, s. 3. Powers to act outside of Ontario (4) Every co-operative may exercise its powers beyond the boundaries of Ontario to the extent to which the laws in force where the powers are sought to be exercised permit, and may accept extra-provincial powers and rights.  R.S.O. 1990, c. C.35, s. 15 (4). Section Amendments with date in force (d/m/y) 1992, c. 19, s. 3 - 24/08/1992
16 (1) No act of a co-operative and no transfer of real or personal property to or by a co-operative, otherwise lawful, that is heretofore or hereafter done or made, is invalid by reason of the fact that the co-operative was without capacity or power to do such act or make or receive such transfer, but such lack of capacity or power may be asserted, (a)  in a proceeding against the co-operative by a member under subsection (2); (b)  in a proceeding by the co-operative, whether acting directly or through a receiver, liquidator, trustee or other legal representative or through members in a representative capacity, against a director or officer or former director or officer of the co-operative; or (c)  as cause for the cancellation of the certificate of incorporation of the co-operative under section 166. Restraining order (2) A member of a co-operative may apply to a court of competent jurisdiction for an order to restrain the co-operative from doing any act or transferring or receiving the transfer of real or personal property on the ground that the co-operative lacks capacity or power for the purpose, and the court may, if it considers it to be just and equitable, grant an order prohibiting the co-operative from doing the act or transferring or receiving the transfer of the real or personal property, but, where the act or transfer sought to be restrained or prohibited is being or to be done or made under a contract to which the co-operative is a party, (a)  all the parties to the contract shall be parties to the proceeding; (b)  the court in granting the order may set aside the contract and allow the co-operative or other parties to the contract, as the case may be, such compensation as may be equitable for the loss or damage sustained by any of them from the granting of the order and setting aside of the contract, other than anticipated profits from the contract.  R.S.O. 1990, c. C.35, s. 16.
17 (1) A co-operative shall not make loans to any of its members, directors or employees or give directly or indirectly, by means of a loan, guarantee, the provision of security or otherwise, any financial assistance to any member, director or employee, except in the course of transactions of a type available to all members of the co-operative. Liability of directors and officers (2) Those directors and officers of a co-operative who authorize or consent to making a loan or giving financial assistance in contravention of subsection (1) are jointly and severally liable to the co-operative and to its creditors for any actual loss to the co-operative together with interest at the rate of 6 per cent a year.  R.S.O. 1990, c. C.35, s. 17.
18 (1) Repealed:  2001, c. 8, s. 9. Contracts (2) A contract that if entered into by an individual person would by law be required to be in writing signed by the parties to be charged therewith may be entered into on behalf of a co-operative in writing signed by any person acting under its authority, express or implied.  R.S.O. 1990, c. C.35, s. 18 (2). Parol contracts (3) A contract that if entered into by an individual person would by law be valid although made by parol only and not reduced into writing may be entered into by parol on behalf of a co-operative by any person acting under its authority, express or implied.  R.S.O. 1990, c. C.35, s. 18 (3). Section Amendments with date in force (d/m/y) 2001, c. 8, s. 9 - 29/06/2001
19 A co-operative may, by writing under seal, empower any person, either generally or in respect of any specified matters, to execute, as its attorney and on its behalf in any place within or outside Ontario, documents to which it is a party in any capacity and that are required by law to be under seal, and every document signed by such attorney on behalf of the co-operative acting within the scope of the attorney’s authority, express or implied, and under the seal of the attorney binds the co-operative and has the same effect as if it were under the seal of the co-operative.  R.S.O. 1990, c. C.35, s. 19. Preincorporation contracts
20 (1) In this section, “contractor” means a person who enters into a preincorporation contract in the name of or on behalf of a co-operative before its incorporation; (“contractant”) “other party” means a person with whom a contractor enters into a preincorporation contract; (“autre partie”) “preincorporation contract” means a contract entered into by a contractor in the name of or on behalf of a co-operative before its incorporation. (“contrat préconstitutif”) Adoption of preincorporation contracts (2) A co-operative may adopt a preincorporation contract entered into in its name or on its behalf, and thereupon the co-operative is entitled to the benefits and is subject to the liabilities that were contracted in its name or on its behalf and the contractor ceases to be entitled to such benefits or to be subject to such liabilities. Non-adoption of preincorporation contracts (3) Where a preincorporation contract is not adopted by a co-operative, the contractor is entitled to the benefits and subject to the liabilities under the contract and is entitled to recover from the co-operative the value of any benefit received by the co-operative under the contract. Application to court for relief (4) Whether or not a preincorporation contract is adopted by the co-operative, the other party may apply to the court which may, despite subsections (2) and (3), make an order fixing or apportioning liability as between the contractor and the co-operative in any manner the court considers just and equitable under the circumstances.  R.S.O. 1990, c. C.35, s. 20.
21 Subject to this Act and the articles, the directors may pass by-laws that regulate the business and affairs of the co-operative.  1992, c. 19, s. 4. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 4 - 24/08/1992
21.1 The directors of a renewable energy co-operative shall pass one or more by-laws governing how the surplus arising from the business of the co-operative is to be allocated, credited or paid to the members of the co-operative.  2009, c. 12, Sched. I, s. 3. Section Amendments with date in force (d/m/y) 2009, c. 12, Sched. I, s. 3 - 9/09/2009
22 A by-law relating to the remuneration of a director as director shall fix the remuneration and the period for which it is to be paid.  R.S.O. 1990, c. C.35, s. 22.
23 No by-law is effective until it is, (a)  passed by the directors of a co-operative; and (b)  confirmed, with or without variation, by at least two-thirds of the votes cast at a general meeting of the members of the co-operative duly called for that purpose, or such greater proportion of the votes cast as the articles provide.  R.S.O. 1990, c. C.35, s. 23.
24 (1) The directors may pass by-laws providing for, (a)  the division of its members into groups, either territorially or on the basis of common interest; (b)  the election of some or all of its directors, (i)  by such groups on the basis of the number of members in each group or the volume of business done by each group with the co-operative, or both, or (ii)  for the groups in a defined geographical area, by the delegates of such groups meeting together; (c)  the election of delegates and alternate delegates to represent each group on the basis of the number of members in each group or the volume of business done by each group with the co-operative, or both; (d)  where a member is a co-operative, the election or appointment of delegates and alternate delegates to represent the member co-operative on the basis of the number of members in the member co-operative or the volume of business done with the co-operative, or both; (e)  the method of electing or appointing delegates and the number of delegates; (f)  the holding of meetings of delegates; (g)  the authority of delegates at meetings or providing that a meeting of delegates shall for all purposes be deemed to be and to have all the powers of a meeting of the members; (h)  the holding of meetings of members or delegates territorially or on the basis of common interest; (i)  the payment of remuneration and expenses of delegates attending meetings. Voting (2) A delegate has only one vote and shall not vote by proxy. Qualification of delegates (3) No person shall be elected or appointed a delegate who is not a member, officer or director of the co-operative or of a member co-operative. Saving (4) No by-law under subsection (1) shall prohibit members from attending meetings of delegates and participating in the discussions at such meetings.  R.S.O. 1990, c. C.35, s. 24. Capital
25 (1) The authorized capital of a co-operative shall be divided into shares with par value and may consist of shares of more than one class or series.  R.S.O. 1990, c. C.35, s. 25 (1); 2004, c. 31, Sched. 8, s. 3 (1). Par value (2) Each class or series of shares shall have a minimum par value of $1 or any multiple of $1 that results in a par value expressed in dollars without cents.  2001, c. 8, s. 10; 2004, c. 31, Sched. 8, s. 3 (2). Authorized capital (3) The authorized capital of the co-operative shall be expressed in Canadian currency in its articles and is an amount equal to the total of the products of the number of shares of each class or series multiplied by the par value thereof.  R.S.O. 1990, c. C.35, s. 25 (3); 2004, c. 31, Sched. 8, s. 3 (3). Section Amendments with date in force (d/m/y) 2001, c. 8, s. 10 - 29/06/2001 2004, c. 31, Sched. 8, s. 3 (1-3) - 31/08/2007
26 (1) The membership shares of a co-operative shall be shares to which there is attached no preference, right, condition, restriction, limitation or prohibition set out in the articles of the co-operative other than the restriction on the allotment, issue or transfer.  R.S.O. 1990, c. C.35, s. 26 (1); 1994, c. 17, s. 2. Classes of shares (2) Where a co-operative has only one class of shares, that class shall be membership shares and designated as co-operative or co-op membership shares.  R.S.O. 1990, c. C.35, s. 26 (2); 1994, c. 17, s. 2. Idem (3) Where a co-operative has more than one class of shares, one class shall be membership shares, designated as provided in subsection (2), and the other shares shall consist of one or more classes of preference shares and shall have attached thereto the designation co-operative or co-op preference shares and such other designation as set out in the articles.  R.S.O. 1990, c. C.35, s. 26 (3); 1994, c. 17, ss. 2, 5 (1). Preference shares (4) No class of preference shares shall be designated as preference shares or by words of like import, unless the class has attached thereto a preference or right over the membership shares.  R.S.O. 1990, c. C.35, s. 26 (4); 1994, c. 17, s. 2. Transition, common shares (5) Common shares of a co-operative that are authorized or issued at the time that this subsection comes into force shall be deemed to be membership shares.  1994, c. 17, s. 5 (2). Section Amendments with date in force (d/m/y) 1994, c. 17, s. 2, s. 5 (1, 2) - 23/06/1994
27 (1) Articles that provide for preference shares must set out, (a)  the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to any class of preference shares; and (b)  the maximum number of shares of any class of preference shares that the co-operative is authorized to issue. Same (2) Preference shares do not confer on their holder the right to vote except as permitted under this Act or the right to receive any of the remaining property of the co-operative on dissolution.  1994, c. 17, s. 6. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 6 - 23/06/1994
27.1 (1) The articles, subject to such conditions and restrictions as may be prescribed and subject to the limitations set out in the articles, (a)  may authorize the issue of any class of preference shares in one or more series and may fix the number of shares in, and determine the designations, preferences, rights, conditions, restrictions, limitations and prohibitions attaching to the shares of, each series; and (b)  may, where the articles authorize the issue of any class of preference shares in one or more series, authorize the directors to fix the number of shares in, and to determine the designations, preferences, rights, conditions, restrictions, limitations and prohibitions attaching to the shares of each series.  2004, c. 31, Sched. 8, s. 4. Proportionate abatement (2) If any amount, (a)  of cumulative dividends, whether or not declared, or declared non-cumulative dividends; or (b)  payable on return of capital in the event of the liquidation, dissolution or winding-up of a co-operative, in respect of shares of a series is not paid in full, the shares of the series shall participate rateably with the shares of all other series of the same class in respect of, (c)  all accumulated cumulative dividends, whether or not declared, and all declared non-cumulative dividends; or (d)  all amounts payable on return of capital in the event of the liquidation, dissolution or winding-up of the co-operative, as the case may be.  2004, c. 31, Sched. 8, s. 4. No priority of shares of same class (3) No preferences, rights, conditions, restrictions, limitations or prohibitions attached to a series of preference shares authorized under this section shall confer upon the shares of a series a priority in respect of, (a)  dividends; or (b)  return of capital in the event of the liquidation, dissolution or winding-up of the co-operative, over the shares of any other series of the same class.  2004, c. 31, Sched. 8, s. 4. Articles designating special shares (4) Where, in respect of a series of preference shares, the directors exercise the authority conferred on them, before the issue of shares of that series, the directors shall file with the Minister articles of amendment, in a form approved by the Minister, designating the series. 2004, c. 31, Sched. 8, s. 4; 2017, c. 34, Sched. 9, s. 4. Certificate of amendment (5) Section 154 applies with respect to the articles of amendment referred to in subsection (4).  2004, c. 31, Sched. 8, s. 4. Section Amendments with date in force (d/m/y) 2004, c. 31, Sched. 8, s. 4 - 31/08/2007 2017, c. 34, Sched. 9, s. 4 - 29/10/2018
28 Each share of a class shall be the same in all respects as every other share of that class, except as otherwise permitted by section 27.1.  2004, c. 31, Sched. 8, s. 5. Section Amendments with date in force (d/m/y) 2004, c. 31, Sched. 8, s. 5 - 31/08/2007 Issued Capital
29 The issued capital of a co-operative shall be expressed in Canadian currency and is an amount equal to the total of the products of the number of issued shares of each class or series multiplied by the par value thereof less such decreases in the issued capital as from time to time have been effected by the co-operative in accordance with this Act.  R.S.O. 1990, c. C.35, s. 29; 2004, c. 31, Sched. 8, s. 6. Section Amendments with date in force (d/m/y) 2004, c. 31, Sched. 8, s. 6 - 31/08/2007
30 (1) If an issued share of a class or series is cancelled, the issued capital is decreased by an amount equal to the par value of the shares of that class or series.  2004, c. 31, Sched. 8, s. 7. Cancellation of fractions of shares (2) If a fraction of an issued share of a class or series is cancelled, the issued capital is decreased by an amount that bears the same proportion to the amount determined under subsection (1) that the fraction bears to a whole share of that class or series.  2004, c. 31, Sched. 8, s. 7. Section Amendments with date in force (d/m/y) 2004, c. 31, Sched. 8, s. 7 - 31/08/2007 Redemption, Purchase and Surrender
30.1 (1) A co-operative may purchase or redeem its shares only in accordance with this Act and the regulations and in accordance with its articles.  2004, c. 31, Sched. 8, s. 8 (1). Price for purchase and redemption (2) A co-operative may purchase, for cancellation, any of its shares or redeem any of its redeemable shares at a price not exceeding the par value of the shares and any premium and unpaid dividends.  1994, c. 17, s. 7. Interpretation (3) For the purposes of this Act, (a)  “premium”, when used with respect to shares, means an amount payable on the purchase for cancellation or redemption of shares of a class or series of preference shares of a co-operative in addition to the par value of the shares, which amount is calculated according to a formula stated in the articles and does not exceed a prescribed amount; and (b)  “unpaid dividends” includes cumulative dividends that are due but not declared and dividends that are declared but unpaid.  1994, c. 17, s. 7; 2004, c. 31, Sched. 8, s. 8 (2). Section Amendments with date in force (d/m/y) 1994, c. 17, s. 7 - 23/06/1994 2004, c. 31, Sched. 8, s. 8 (1, 2) - 31/08/2007
31 (1) If the articles provide that the shares of a class of preference shares are redeemable without the consent of the holders of the shares and if only part of the preference shares are to be redeemed, the shares to be redeemed shall be selected, (a)  by lot in the manner determined by the board of directors; (b)  as nearly as may be in proportion to the number of preference shares of the class that are registered in the name of each holder of shares of that class; (c)  in such other manner as the board of directors determines with the consent of the holders of preference shares of the class, obtained in the manner set out in subsection (3); or (d)  in such manner as may be authorized by regulation, but the articles may confine the manner of selection to one or more of the methods referred to in clause (a), (b), (c) or (d).  2004, c. 31, Sched. 8, s. 9. Redemption of shares of a series of preference shares (1.1) If the articles provide that the shares of a series of preference shares are redeemable without the consent of the holders of the shares and if only part of the series of preference shares are to be redeemed, the shares to be redeemed shall be selected in such manner as may be prescribed by regulation.  2004, c. 31, Sched. 8, s. 9. Insolvency (2) A co-operative shall not redeem shares under subsection (1) if the co-operative is insolvent or if the redemption would render the co-operative insolvent.  R.S.O. 1990, c. C.35, s. 31 (2). Method of redemption (3) Where shares of a class of preference shares are selected in the manner referred to in clause (1) (c), the selection shall be consented to in writing by, (a)  all the holders of the preference shares of the class; or (b)  at least 95 per cent of the holders of the preference shares of the class holding at least 95 per cent of the issued shares of that class if, after twenty-one days notice has been given by sending notice to each of the holders of shares of that class addressed to the holder at the holder’s latest address as shown on the records of the co-operative, none of the holders of shares of that class dissents in writing to the co-operative.  R.S.O. 1990, c. C.35, s. 31 (3). Idem (4) Where a holder of redeemable preference shares of a co-operative dies or leaves its employment, despite subsection (1), it may within one year of such event redeem all or any of the preference shares held by the holder.  R.S.O. 1990, c. C.35, s. 31 (4). Section Amendments with date in force (d/m/y) 2004, c. 31, Sched. 8, s. 9 - 31/08/2007
32 (1) Subject to subsection (2), (a)  a co-operative may, with a person’s consent, purchase all or a part of the shares in the co-operative held by the person on payment to the person of such amount as they have agreed that does not exceed the sum of the par value of the shares and any premium and unpaid dividends; and (b)  a co-operative may redeem a member’s shares, without the consent of the member, on payment to the member of an amount equal to the lesser of the book value of the shares and the sum of the par value of the shares and any premium and unpaid dividends if, (i)  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 (ii)  the member, if it is a corporation, is about to be dissolved.  2009, c. 12, Sched. I, s. 4. Insolvency (2) A co-operative shall not purchase or redeem shares under subsection (1) if the co-operative is insolvent or if the purchase would render the co-operative insolvent.  R.S.O. 1990, c. C.35, s. 32 (2). Method (3) Where shares are purchased or redeemed by a co-operative under subsection (1) or where preference shares are redeemed pursuant to the articles, (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 or redemption 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 resell the shares at such price and on such terms as the directors determine.  R.S.O. 1990, c. C.35, s. 32 (3); 1994, c. 17, s. 8 (3). Section Amendments with date in force (d/m/y) 1994, c. 17, s. 8 (1-3) - 23/06/1994 2009, c. 12, Sched. I, s. 4 - 9/09/2009
32.1 (1) The articles of a co-operative may provide for any class of shares that the co-operative may purchase for cancellation or may redeem shares of the class at a price determined in accordance with a formula set out in the articles that is less than the price for purchase for cancellation or redemption price otherwise determined if, (a)  the co-operative is otherwise required to purchase for cancellation or to redeem the shares; and (b)  the board of directors determines, by resolution, that it is necessary for the long-term financial well-being of the co-operative. Notice of reduced redemption price (2) A co-operative that resolves to purchase for cancellation or redeem shares under subsection (1) shall deliver written notice to the holder of the shares within seven days following the date of the resolution. Right to dissent or retain shares (3) A holder of shares who receives notice under subsection (2) may, by written notice delivered to the co-operative within 15 days after receiving the notice, (a)  dissent as to price; or (b)  retain the shares by waiving the redemption or purchase for cancellation of the shares. Limitation on right to dissent (4) A shareholder may dissent under this section only with respect to all of the shares held by the shareholder that are to be purchased for cancellation or redeemed. Arbitration (5) If the shareholder dissents, the appropriate price to be paid by the co-operative for the purchase for cancellation or redemption of the shares in accordance with the requirements for the long-term well-being of the co-operative and with the articles shall be determined by arbitration as prescribed.  1994, c. 17, s. 9. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 9 - 23/06/1994
33 (1) A co-operative may accept from any member a donation of any of its shares without any repayment of capital in respect thereof.  R.S.O. 1990, c. C.35, s. 33 (1). Sale of donated shares (2) Shares accepted under subsection (1) are not thereby cancelled and the co-operative may sell the shares at such price and on such terms as the directors determine.  1994, c. 17, s. 10. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 10 - 23/06/1994 Offering Statement
34 (1) No co-operative or person shall sell, dispose of or accept directly or indirectly any consideration for securities of the co-operative where the co-operative has more than the prescribed number of security holders, or where the sale or disposition of or acceptance of consideration for the securities would have the effect of increasing the number of security holders in the co-operative to more than the prescribed number, unless the co-operative has filed with the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario an offering statement and has obtained a receipt for it.  2004, c. 31, Sched. 8, s. 10; 2018, c. 17, Sched. 9, s. 13; 2019, c. 15, Sched. 8, s. 3. Exception (2) Subsection (1) does not apply to, (a)  the issue of shares under subsection 56 (1) or of debt obligations under subsection 56 (4); (b)  a co-operative that has filed with the Ontario Securities Commission both a preliminary prospectus and a prospectus in respect of the offering of its securities, and receipts therefor have been obtained from the Director of the Ontario Securities Commission and copies thereof have been filed with the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario; or (c)  such issues of shares or debt obligations as may be prescribed.  1994, c. 17, s. 11 (2); 1997, c. 28, s. 35; 2018, c. 17, Sched. 9, s. 13; 2019, c. 15, Sched. 8, s. 3. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 11 (1, 2) - 23/06/1994; 1997, c. 28, s. 35 - 1/07/1998 2004, c. 31, Sched. 8, s. 10 - 31/08/2007 2018, c. 17, Sched. 9, s. 13 - 08/06/2019 2019, c. 15, Sched. 8, s. 3 - 01/04/2020
35 (1) An offering statement shall provide full, true and plain disclosure of all material facts relating to the securities proposed to be issued. Form and content (2) An offering statement shall comply as to form and content with the requirements of this Act and the regulations. Supporting material (3) There shall be filed with an offering statement such documents, reports and other material as are required by this Act and the regulations.  R.S.O. 1990, c. C.35, s. 35 (1-3). Material changes (4) Where there is a material change in the facts set forth in an offering statement, whether before or after the issuance of a receipt therefor, the co-operative shall, within thirty days of that change, file with the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario a statement of such change.  R.S.O. 1990, c. C.35, s. 35 (4); 1997, c. 28, s. 35; 2018, c. 17, Sched. 9, s. 13; 2019, c. 15, Sched. 8, s. 3. Further statements (5) A co-operative may, and shall if required by the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario, file a further offering statement revised to give effect to all previous material changes in place of the statement of material change mentioned in subsection (4).  R.S.O. 1990, c. C.35, s. 35 (5); 1997, c. 28, s. 35; 2018, c. 17, Sched. 9, s. 13; 2019, c. 15, Sched. 8, s. 3. Definition of “material change” (6) In this section, “material change” means a change in the business, operations, assets or liabilities of the co-operative that would reasonably be expected to have a significant adverse impact on the financial position of the co-operative or that might prevent the co-operative from achieving the purpose of an offering but does not include a change that is prescribed by the regulations as not a material change.  1999, c. 12, Sched. I, s. 1 (2). Section Amendments with date in force (d/m/y) 1997, c. 28, s. 35 - 1/07/1998; 1999, c. 12, Sched. I, s. 1 (2) - 22/12/1999 2018, c. 17, Sched. 9, s. 13 - 08/06/2019 2019, c. 15, Sched. 8, s. 3 - 01/04/2020
36 (1) The Chief Executive Officer of the Financial Services Regulatory Authority of Ontario may in his or her discretion issue a receipt for any statement filed under section 34 or subsection 35 (4) or (5) unless it appears to the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario that, (a)  the statement or any document required to be filed therewith, (i)  fails to comply in any substantial respect with any of the requirements of this Act or the regulations, (ii)  contains any statement, promise, estimate or forecast that is misleading, false or deceptive, or (iii)  conceals or omits to state any material facts necessary in order to make any statement contained therein not misleading in the light of the circumstances in which it was made; or (b)  the proceeds from the sale of the securities to which the statement relates that are to be paid into the treasury of the co-operative, together with other resources of the co-operative, are insufficient to accomplish the purpose of the issue stated in the statement.  R.S.O. 1990, c. C.35, s. 36 (1); 1997, c. 28, s. 35; 2018, c. 17, Sched. 9, s. 13; 2019, c. 15, Sched. 8, s. 3. Idem (2) The Chief Executive Officer of the Financial Services Regulatory Authority of Ontario shall not make any determination under subsection (1) without making an order or ruling in writing and without giving the co-operative that filed the statement a prior opportunity to be heard.  R.S.O. 1990, c. C.35, s. 36 (2); 1997, c. 28, s. 35; 2018, c. 17, Sched. 9, s. 13; 2019, c. 15, Sched. 8, s. 3. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 35 - 1/07/1998 2018, c. 17, Sched. 9, s. 13 - 08/06/2019 2019, c. 15, Sched. 8, s. 3 - 01/04/2020
37 (1) A copy of a statement for which a receipt has been issued under section 36 shall be open to inspection, (a)  at the offices of the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario; and (b)  during normal business hours, at the head office of the co-operative.  R.S.O. 1990, c. C.35, s. 37 (1); 1997, c. 28, s. 36; 2018, c. 17, Sched. 9, s. 2, 13; 2019, c. 15, Sched. 8, s. 3. Same (2) No person shall refuse to permit a person to inspect a statement in accordance with subsection (1) or to make extracts from them. 2023, c. 9, Sched. 8, s. 2. Inspection by remote means (3) The co-operative may, but is not required to, permit a person to inspect a copy of a statement mentioned in subsection (1) remotely at any time by means of any technology and may permit the person to make extracts by such means. 2023, c. 9, Sched. 8, s. 2. Section Amendments with date in force (d/m/y) 1997, c. 28, s. 36 (1, 2) - 1/07/1998 2018, c. 17, Sched. 9, s. 2, 13 - 08/06/2019 2019, c. 15, Sched. 8, s. 3 - 01/04/2020 2023, c. 9, Sched. 8, s. 2 - 01/10/2023 Allotment, Issue and Transfer
38 Shares shall not be allotted or issued except for a consideration at least equal to the product of the number of shares allotted or issued multiplied by the par value thereof.  R.S.O. 1990, c. C.35, s. 38; 1994, c. 17, s. 12. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 12 - 23/06/1994
39 (1) No share shall be issued until it is fully paid and a share is not fully paid until all the consideration therefor in cash, property or services, as determined under this section, has been received by the co-operative. Idem (2) For the purposes of subsection (1) and paragraph 21 of subsection 15 (2), a document evidencing indebtedness of the allottee does not constitute property, and services shall be past services actually performed for the co-operative, and the value of property or services shall be the value the directors determine by express resolution to be in all the circumstances of the transaction the fair equivalent of the cash value.  R.S.O. 1990, c. C.35, s. 39.
40 No transfer of membership shares in a co-operative with share capital, unless made by sale under execution or under the decree, order or judgment of a court of competent jurisdiction or by transmission to the personal representative of a member, is valid for any purpose unless, (a)  the transfer has been authorized by resolution of the directors of the co-operative or by a person authorized by such a resolution to approve such transfers; (b)  the transferee is admitted to membership in the co-operative as required by its articles and by-laws; and (c)  the entry thereof has been duly made in the register of transfers of the co-operative or in a branch register of transfers, except only as evidence of the rights of the parties thereto towards each other.  R.S.O. 1990, c. C.35, s. 40; 1994, c. 17, s. 2. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 2 - 23/06/1994
41 (1) A co-operative may provide by by-law for the payment of commissions to persons in consideration of their procuring subscriptions for shares in the co-operative, but no such commission shall exceed 10 per cent of the par value of the shares. No unauthorized commission (2) Except as provided in subsection (1), no co-operative shall apply any of its shares or capital, either directly or indirectly, in payment of any commission to any person in consideration of the person’s procuring subscriptions for shares of the co-operative, whether the shares or capital is so applied by being added to the purchase money of any property acquired by the co-operative or to the contract price of any work to be executed for the co-operative, or is paid out of the nominal purchase money or contract price or otherwise.  R.S.O. 1990, c. C.35, s. 41.
42 The shares of a co-operative are personal property and are transferable in such manner and subject to such conditions and restrictions as are prescribed by this Act and the articles of the co-operative.  R.S.O. 1990, c. C.35, s. 42.
43 Where a member is indebted to the co-operative for goods or services, and where the articles or by-laws so provide, the co-operative has a lien to the extent of the debt on the shares registered in the name of the member.  R.S.O. 1990, c. C.35, s. 43.
44 (1) Every member is entitled to a share or loan certificate in respect of the shares held or loans made by the member, signed by the proper officers in such form as the by-laws of the co-operative provide, but in no case is the co-operative bound to issue more than one share or loan certificate in respect of a share or shares held or a loan made jointly by several persons, and delivery of a share or loan certificate to one of several joint holders or lenders is sufficient delivery to all. Fee (2) A co-operative may charge a fee of not more than $1 for every share certificate issued, except that in the case of the allotment and issue of shares, no fee shall be charged.  R.S.O. 1990, c. C.35, s. 44.
45 Unless the by-laws provide otherwise, a share or loan certificate must be signed by an officer of the co-operative or by or on behalf of a transfer agent of the co-operative.  1992, c. 19, s. 6; 2023, c. 9, Sched. 8, s. 3. Section Amendments with date in force (d/m/y) 1992, c. 19, s. 6 - 24/08/1992 2023, c. 9, Sched. 8, s. 3 - 01/10/2023
46 (1) Every share or loan certificate shall state upon its face, (a)  the name of the co-operative and a statement in English or in French that it is a co-operative incorporated under the law of the Province of Ontario; (b)  the name of the person to whom the share or loan certificate is issued as holder; (c)  the amount, maturity date and annual rate of interest where the certificate represents a loan; (d)  if the certificate represents shares, the number and the class of shares, and the designation of any series, represented by the certificate and the par value of the shares; (e)  a statement of the dividend rate, where applicable.  R.S.O. 1990, c. C.35, s. 46 (1); 2004, c. 31, Sched. 8, s. 11. Restrictions to be noted (2) Every share certificate shall have noted conspicuously thereon a statement in English or in French that the transfer of shares is restricted.  R.S.O. 1990, c. C.35, s. 46 (2). Notice of lien (3) Where the articles or by-laws provide that a co-operative has a lien on shares as authorized by section 43, the right of the co-operative to the lien shall be noted conspicuously on every share certificate issued by the co-operative.  R.S.O. 1990, c. C.35, s. 46 (3). Definition (4) In this section, “noted conspicuously” means written in such a way that the person against whom words so noted or appearing are to operate ought reasonably to notice them.  R.S.O. 1990, c. C.35, s. 46 (4). Section Amendments with date in force (d/m/y) 2004, c. 31, Sched. 8, s. 11 - 31/08/2007
47 (1) A share certificate issued for a share of a class or series of preference shares shall, (a)  legibly state on the certificate or have attached to it a legible statement setting out, (i)  the preferences, rights, conditions, restrictions, limitations and prohibitions attaching to that class or to that series, and (ii)  the authority of the directors to fix the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to subsequent series, if applicable; or (b)  legibly state on the certificate that there are preferences, rights, conditions, restrictions, limitations or prohibitions attaching to that class or series and that the co-operative will furnish to a shareholder, on demand and without charge, a full copy of the text of, (i)  the preferences, rights, conditions, restrictions, limitations and prohibitions  attached to that share and to each class authorized to be issued and to each series in so far as the same have been fixed by the directors, and (ii)  the authority of the directors to fix the preferences, rights, conditions, restrictions, limitations and prohibitions of subsequent series, if applicable.  2004, c. 31, Sched. 8, s. 12 (1). Idem (2) Where a share certificate contains a statement as provided in clause (1) (b), the co-operative shall furnish to the holder of the shares on demand without fee a copy of the full text of the preferences, rights, conditions, restrictions, prohibitions and limitations attaching to the share.  R.S.O. 1990, c. C.35, s. 47 (2). Where rights must be stated (3) The option provided in clause (1) (b) does not apply if the preferences, rights, conditions, restrictions, prohibitions or limitations attaching to a class or series of preference shares include, (a)  the right to the payment of a premium on the purchase for cancellation or redemption of the shares; or (b)  the right of the co-operative under section 32.1 to purchase for cancellation or redeem the shares at a price that is less than the price for purchase for cancellation or redemption price otherwise determined.  1994, c. 17, s. 13; 2004, c. 31, Sched. 8, s. 12 (2). Same (4) The option provided in clause (1) (b) does not apply to a share certificate for a class of preference shares that are prescribed shares under clause 64 (3) (a) or 64 (5) (a) or subsection 66 (6).  1994, c. 17, s. 13. Section Amendments with date in force (d/m/y) 1994, c. 17, s. 13 - 23/06/1994 2004, c. 31, Sched. 8, s. 12 (1, 2) - 31/08/2007