| No personal
liability
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29. The members and shareholders of a
cooperative, by reason only of being members
or shareholders, are not liable for any liability,
act or default of the cooperative, except as
provided in this Act.
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| Place of
registered
office
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30. (1) A cooperative must maintain a
registered office in the place set out in its
articles.
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| Notice of
registered
office
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(2) A notice of registered office in the form
that the Director fixes must be sent to the
Director together with any articles that
designate or change the place of the registered
office of the cooperative.
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| Change of
address
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(3) The directors may change the address of
the registered office within the place specified
in the articles.
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| Notice of
change of
address
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(4) A cooperative must send to the Director,
within fifteen days after any change of address
of its registered office, a notice in the form that
the Director fixes.
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| Record
keeping
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31. (1) A cooperative must prepare and
maintain the following records at its
registered office or at any other place in
Canada designated by the directors:
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(a) the cooperative's articles and by-laws,
including any amendments and a copy of
any unanimous agreement;
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(b) the minutes of meetings of the members
and shareholders;
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(c) copies of all notices of directors and
notices of change of directors;
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(d) a list of its members, setting out their
names and addresses, the number of any
membership shares owned and the amount
of any member loans;
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(e) a list of its shareholders, setting out their
names and addresses and the number of
investment shares owned;
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(f) a register of its directors, setting out the
names and addresses of the individuals who
are or who have been directors and the dates
on which they became or ceased to be
directors; and
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(g) if the cooperative issues securities in
registered form, a securities register that
complies with section 186.
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| Other records
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(2) In addition to the records specified in
subsection (1), a cooperative must prepare and
maintain adequate
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(b) records containing minutes of meetings
and resolutions of directors and any
committee of directors; and
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(c) records sufficient for the purpose of
calculating patronage returns, that show for
each member particulars of the transactions
between the cooperative and the member.
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| Off-site
records
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(3) A cooperative may keep all or any of the
records mentioned in paragraphs (1)(a), (b),
(c) and (f) and (2)(a) and (b) at a place other
than its registered office if the records are
available for inspection during regular office
hours at the registered office or another office
in Canada by means of electronic technology
and if to do so would not contravene any other
law in Canada. The cooperative must provide
technical assistance to persons who wish to
use the electronic technology.
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| Retention of
accounting
records
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(4) Subject to any other Act of Parliament
and to any Act of the legislature of a province
that provides for a longer retention period, a
cooperative must retain the accounting
records referred to in paragraph (2)(a) for a
period of six years after the end of the financial
year to which they relate.
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| Records of
continued
cooperatives
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(5) For the purposes of paragraph (1)(b) and
subsections (2) to (4), if a body corporate is
continued under this Act, ``records'' includes
similar records required by law to be
maintained by the body corporate before it
was so continued.
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| Form of
records
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32. (1) Any register or record required by
this Act must be prepared and maintained in a
form that is capable of reproducing any
required information in intelligible written
form within a reasonable time, including
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(a) a bound or loose-leaf form;
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(c) a system of mechanical or electronic
data processing; or
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(d) any other information storage device.
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| Precautions
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(2) A cooperative and its agents and
mandataries must take reasonable precautions
respecting the registers and records required
by this Act to
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(a) prevent their loss or destruction;
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(b) prevent the falsification of entries in
them; and
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(c) facilitate the detection and correction of
inaccuracies in them.
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| Records open
to directors'
inspection
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(3) The records described in section 31,
other than those described in paragraph
31(2)(c), must be open for inspection by the
directors at any reasonable time.
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| Inspection
and copying
of records by
members,
creditors and
shareholders
|
(4) Members, creditors and shareholders of
the cooperative, their legal representatives
and the Director may examine the records
referred to in paragraphs 31(1)(a), (b), (c) and
(f) during the usual business hours of the
cooperative and may take extracts from the
records, free of charge, or have copies of them
made after payment of a reasonable fee.
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| Lists
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33. (1) Members, shareholders and
creditors of a cooperative and their legal
representatives may request that the
cooperative provide them with a list of
members or shareholders, no later than ten
days after the cooperative receives the
affidavit referred to in subsection (2) and after
payment of a reasonable fee.
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| Affidavit
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(2) A request under subsection (1) must be
accompanied by an affidavit containing
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(a) the name and address of the applicant;
and
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(b) an undertaking that the list of members
or shareholders will not be used except as
permitted by subsection (5).
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| Request by
Director
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(3) The Director may request that the
cooperative provide him or her with a list of
members or shareholders, no later than ten
days after the cooperative receives the request
and after payment of a reasonable fee.
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| Contents of
list
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(4) The list of members or shareholders
provided under subsection (1) or (3) must set
out in alphabetical order the names and
addresses of the members or shareholders of
the cooperative as of a date not more than ten
days before the receipt of the affidavit referred
to in subsection (2) or the request referred to
in subsection (3).
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| Permitted uses
of list
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(5) A list obtained under subsection (1)
must not be used by any person except in
connection with
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(a) an effort to influence voting at a meeting
of the cooperative; and
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(b) any other matter relating to the affairs of
the cooperative.
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| Non-inclusion
of name on
request
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(6) A member or shareholder may advise
the cooperative in writing that their name is
not to be included in a list prepared by the
cooperative further to a request under
subsection (1), in which case the cooperative
must not include that name in the list but must
mention on the list that the list is incomplete.
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| Corporate seal
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34. (1) A cooperative may but need not
adopt a corporate seal and may change a
corporate seal that is adopted.
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| Validity of
unsealed
documents
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(2) A document executed on behalf of a
cooperative is not invalid merely because a
corporate seal is not affixed to it.
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| By-laws
govern
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35. Subject to this Act and any provision in
the articles, membership in a cooperative is
governed by its by-laws.
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| Application
for
membership
|
36. (1) No person may be admitted to
membership in a cooperative until
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(a) the person has applied for membership
in writing;
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(b) the application has been approved by the
directors; and
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(c) the person has complied with the
membership provisions required by the
by-laws, including subscribing for any
minimum number of membership shares,
paying any minimum amount on account of
the subscription price of the shares or
paying any minimum amount on account of
a member loan.
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| Effective date
of
membership
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(2) If all the conditions set out in subsection
(1) have been met within six months after the
date on which the cooperative receives the
application for membership, the directors may
make the admission of the member into
membership effective as of the date of the
application or as of any date after that date but
before the end of the six months.
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| Right to vote
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37. (1) Subject to subsection (2) and
subsection 7(3), a member has one vote on all
matters to be decided by the members.
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| Delegates
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(2) If the by-laws provide that the voting
rights of a member are vested in one or more
delegates to be elected or appointed by the
members, the delegates so elected or
appointed may exercise all or any of those
rights.
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| When
delegation
permitted by
by-laws
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(3) When in this Act reference is made to a
meeting of members and the cooperative has
a by-law providing for the appointment of
delegates, a reference in this Act to a meeting
of members is to be construed as a reference
to a meeting of delegates.
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| Members
under
eighteen years
of age
|
38. (1) Subject to the by-laws, a person less
than eighteen years of age may be admitted to
membership in a cooperative and may vote at
meetings of the cooperative.
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| Minors
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(2) The articles and by-laws of a
cooperative, and any unanimous agreement,
are binding on a member who is less than
eighteen years of age.
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| Withdrawal of
membership
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39. (1) Unless the by-laws provide
otherwise, this section applies to the voluntary
withdrawal of a member from membership in
a cooperative.
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| Written notice
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(2) A member may withdraw from
membership in a cooperative by written notice
to the cooperative. Any such withdrawal is
effective on the later of the date stated in the
notice and the date on which the cooperative
receives the notice.
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| Redemption
of
membership
shares and
repayment of
amounts
owing on
withdrawal
|
(3) Subject to section 149, the cooperative
must, no later than one year after the effective
date of a notice of withdrawal, redeem all
membership shares held by the withdrawing
member at the redemption price determined in
accordance with section 146 and repay to the
member all member loans, all other amounts
held to the member's credit and all amounts
outstanding on loans made to the cooperative
by the member, together with any interest
accrued on those amounts up to the date of the
payment.
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| Redemption
and
repayment
more than one
year after
withdrawal
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(4) Despite subsection (3), if the directors
determine that the redemption of membership
shares, or the repayment of membership loans,
of a withdrawing member would adversely
affect the financial well-being of the
cooperative, the directors may direct that the
redemption and repayment referred to in
subsection (3) take place after the end of the
one year period.
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| Withdrawal
not to have
certain effects
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(5) Unless the directors determine
otherwise,
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(a) the withdrawal of a member from the
cooperative does not release the member
from any debt or obligation to the
cooperative or contract with the
cooperative; and
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(b) the cooperative need not, despite
subsection (3), repay to the member
amounts outstanding on loans made to the
cooperative that have a fixed maturity date
until that date has arrived.
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| Termination
of
membership
by directors
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40. (1) This section sets out the rights and
procedures that apply to termination of
membership. The by-laws of a cooperative
may derogate from this section, but only in
respect of the manner in which the
membership of members may be terminated.
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| Special
resolution of
directors
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(2) The directors may by special resolution
order the termination of the membership of a
member but, if the cooperative is in breach of
section 149 - or if making the payment
referred to in subsection (7) would put the
cooperative in breach of section 149 - the
termination is not effective until the
cooperative is no longer in breach.
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| Written notice
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(3) Not more than ten days after the date on
which a special resolution is made, the
secretary of the cooperative must give written
notice to the member of the termination and
the reasons for it. Subject to subsections (4)
and (5), the effective date of the termination is
the later of the date specified in the written
notice and thirty days after the member
receives the notice.
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| Appeal
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(4) A member whose membership has been
terminated may appeal from the decision of
the directors to the next meeting of members
by giving written notice to the secretary of the
member's intention to appeal no later than
thirty days after receiving notice of the special
resolution.
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| Effect of
notice of
appeal
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(5) If a member gives a notice of appeal, the
effect of the special resolution is suspended
until the vote of the members under subsection
(6).
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| Resolution of
members
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(6) If a member appeals the termination of
membership, a vote of members must be taken
at the next meeting of members as to whether
the member's membership should be
terminated as of the effective date referred to
in subsection (3). The vote is by majority of
the members present at the meeting, unless a
greater proportion is specified in the articles,
the by-laws or a unanimous agreement.
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| Effect of
termination of
membership
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(7) Subject to section 149, if a member's
membership is terminated, a cooperative
must, no later than one year after the date of
the special resolution, redeem all membership
shares held by the member at the redemption
price determined in accordance with section
146, and repay to the member all member
loans and all other amounts held to the
member's credit and all amounts outstanding
on loans made to the cooperative by the
member, together with any interest accrued on
those amounts up to the date of the payment.
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| Termination
of
membership
not to have
certain effects
|
(8) Unless the directors determine
otherwise, the termination of the membership
of a member does not release the member
from any debt or obligation to the cooperative
or contract with the cooperative.
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| If address of
member
unknown
|
(9) If the address of a member whose
membership has been terminated by the
directors is unknown to the cooperative after
all reasonable efforts have been made to
ascertain it and two years have elapsed since
the effective date referred to in subsection (3),
the cooperative must transfer all amounts
owing under subsection (7) to a reserve fund,
but those amounts do not, despite subsection
(7), include any interest that would have
accrued after the end of the two years.
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| Amounts paid
to entitled
persons
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(10) If any amounts are transferred to a
reserve fund under subsection (9), the
cooperative must pay those amounts to any
person who, no later than ten years after the
transfer, shows evidence of entitlement
satisfactory to the cooperative. If no person
appears to show that evidence within the ten
years, the amounts become the property of the
cooperative.
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