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| Limitation on
by-law
|
41. No by-law governing the withdrawal of
a member from membership or the
termination of the membership of a member
may authorize a redemption of membership
shares or member loans in contravention of
section 149.
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| Termination
by members
|
42. Unless the by-laws provide otherwise,
the membership of a member may be
terminated by a special resolution of the
members. Section 40 applies, with any
modifications that the circumstances require,
to a termination by the members.
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| Termination
of inactive
membership
|
43. (1) A cooperative may, by written notice
to a member, terminate the membership if the
member
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(a) is a body corporate and winding-up
proceedings have commenced with respect
to it; or
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(b) failed, during a period of two
consecutive years, to transact any business
with the cooperative.
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| Provisions not
to apply
|
(2) Section 40, other than subsections 40(7)
to (10), does not apply to a termination under
this section.
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| Non-profit
housing
cooperatives
|
44. If the membership of a person in a
non-profit housing cooperative is terminated,
any right of the person to possession or
occupancy of residential premises acquired by
virtue of membership in the cooperative is
subject to Part 20.
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| Re-admission
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45. A person whose membership has been
terminated under section 40 or 42 may be
re-admitted to membership only by special
resolution of the members.
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| Transfer
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46. No transfer of a membership, a member
loan or a membership share in a cooperative is
valid for any purpose unless it is approved by
the directors and the transferee has otherwise
complied with the articles and by-laws of the
cooperative and, if applicable, become a party
to a unanimous agreement.
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| If
membership
too low
|
47. If the membership of a cooperative is
reduced to a number less than the number of
members required for incorporation, and if
after thirty days notice remains at less than
that number, the Director may require the
cooperative
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(a) to apply for a certificate of continuance
under the Canada Business Corporations
Act, if it was incorporated with membership
capital; or
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(b) to be liquidated or dissolved under Part
17.
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| Place of
members'
meetings
|
48. (1) Meetings of the members of a
cooperative are to be held at the place in
Canada provided for in the by-laws or, in the
absence of such a provision, at any place in
Canada that the directors may determine.
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| Place of
shareholders'
meetings
|
(2) Meetings of the shareholders must be
held at the place set out in the articles. If the
articles do not set out such a place, the
meetings are to be held at the place in Canada
that the directors determine, unless all the
shareholders entitled to vote at the meeting
agree that the meeting is to be held at another
place that is not in Canada.
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| Electronic
meeting
|
(3) Subject to the by-laws, a member or a
shareholder may attend a meeting of the
cooperative by means of a telephonic,
electronic or other communication facility if
it permits all participants to communicate
adequately with each other during the
meeting.
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| Presence
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(4) A person participating in a meeting
referred to in subsection (3) is deemed to be
present at the meeting.
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| Calling
members'
meetings
|
49. (1) After holding the organizational
meeting referred to in section 82, the directors
must call a meeting of the members without
delay.
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| Business at
first meeting
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(2) The members, at their first meeting,
must
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(a) adopt by-laws for the cooperative;
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(b) elect directors in accordance with
subsection 81(3); and
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(c) subject to subsection 254(1), appoint an
auditor to hold office until the close of the
first annual meeting of members.
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| Calling
meetings of
the members
|
50. (1) The directors must call the first
annual meeting of members not later than
eighteen months after the cooperative comes
into existence and an annual meeting of
members must be held not later than the earlier
of
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(a) fifteen months after holding the last
annual meeting, and
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(b) six months after the end of the preceding
financial year.
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| Special
meetings
|
(2) The directors may at any time call a
special meeting of the members or of the
shareholders.
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| Unanimous
agreement
|
(3) If a unanimous agreement contains a
provision that eliminates the need for
meetings of shareholders referred to in
subsection 115(6), a shareholder may
nevertheless at any time call a special meeting
of the shareholders.
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| Record date
|
51. (1) The directors may fix in advance a
date as the record date for the determination of
the members or shareholders who are entitled
to receive payment of a dividend or for any
other purpose except the right to receive
notice of, or to vote at, a meeting, but the
record date so fixed must not precede by more
than sixty days the particular action to be
taken.
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| Record
date -
members'
meetings
|
(2) For the purpose of determining the
persons who are entitled to receive notice of,
or to vote at, a meeting of members, the record
date is
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(a) the day before the day on which the
notice is given; or
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(b) if no notice is given, the day of the
meeting.
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| Record
date - notice
of
shareholders'
meetings
|
(3) For the purpose of determining the
shareholders who are entitled to receive notice
of a meeting of the shareholders, the directors
may fix in advance a date as the record date for
that determination, but the record date so fixed
must not precede by more than sixty days or by
less than twenty-one days the date of the
meeting.
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| Record
date - voting
at
shareholders'
meetings
|
(4) For the purposes of determining the
shareholders who are entitled to vote at a
meeting of shareholders, the directors may fix
in advance a date as the record date for that
determination, but the record date so fixed
must not precede by more than sixty days or by
less than twenty-one days the date of the
meeting.
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| If no record
date fixed
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(5) If no record date is fixed under
subsection (1) or (3), the record date
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(a) for the determination of members or
shareholders for any purpose, other than to
establish the right of a member or
shareholder to receive notice of a meeting
or to vote, is the day on which the directors
pass the resolution relating to the particular
purpose; and
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(b) for the determination of shareholders
who are entitled to receive notice of a
meeting is
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(i) the day before the day on which the
notice is given, or
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(ii) if no notice is given, the day of the
meeting.
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| If record date
fixed
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(6) If a record date with respect to
shareholders is fixed under this section, unless
notice of the date is waived by each
shareholder whose name is set out in the
securities register at the close of business on
the day the directors fix the record date, notice
of the record date must be given not less than
seven days before the record date
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(a) by advertisement in a newspaper
published or distributed in a place where the
cooperative has its registered office and in
each place in Canada where it has a transfer
agent or where a transfer of its investment
shares may be recorded; and
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(b) by written notice to each stock exchange
in Canada on which the investment shares
of the cooperative are listed for trading.
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| Notice of
meetings
|
52. (1) Notice of the time and place of a
meeting of a cooperative must be sent not less
than twenty-one days or more than sixty days
before the meeting
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(a) to each person who is entitled to vote at
the meeting;
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(b) to each director; and
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(c) to the auditor of the cooperative, if any.
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| Publication
|
(2) Notice of the time and place of a meeting
of the holders of investment shares of any
class that is publicly traded on a recognized
stock exchange in Canada may be published
once a week for at least four consecutive
weeks before the date of the meeting in a
newspaper in general circulation in the place
where the registered office of the cooperative
is situated and in each place in Canada where
the cooperative has a transfer agent or where
a transfer of the investment shares may be
recorded.
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| By-laws may
specify
manner of
giving notice
to members
|
(3) The by-laws of a cooperative may
derogate from this section, but only in respect
of the manner in which notice of a meeting of
members may be given to members.
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| Notice not
required
|
53. A notice of a meeting of a cooperative
need not be sent to a shareholder who was not
registered on the records of the cooperative or
its transfer agent on the record date fixed or
determined under section 51.
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| Failure to
receive notice
|
54. Failure to receive notice of a meeting
does not deprive a person of a right to vote at
the meeting to which the person is otherwise
entitled.
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| Notice when
adjournment
|
55. (1) If a meeting of a cooperative is
adjourned for less than thirty days, it is not
necessary, unless the by-laws provide
otherwise, to give notice of the adjourned
meeting, other than by announcement at the
earliest meeting that is adjourned.
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| Notice of
adjournment
- meetings
of members
|
(2) If a meeting of members is adjourned by
one or more adjournments for a total of thirty
days or more, notice of the adjourned meeting
must be given as for the original meeting.
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| Notice of
adjournment
- meetings
of
shareholders
|
(3) If a meeting of shareholders is adjourned
by one or more adjournments for a total of
thirty days or more, notice of the adjourned
meeting must be given as for the original
meeting but, unless the meeting is adjourned
by one or more adjournments for a total of
more than ninety days, subsection 165(1) does
not apply.
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| Special
business
|
56. (1) All matters dealt with at a special
meeting of a cooperative and all matters dealt
with at an annual meeting, except
consideration of the financial statements, the
auditor's report, the business of the
cooperative, the election of directors, the
remuneration of directors and the
re-appointment of the incumbent auditor, are
special business.
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| Notice if
special
business is to
be transacted
|
(2) Notice of a meeting of a cooperative at
which special business is to be transacted must
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(a) state the nature of the special business in
sufficient detail to permit the recipient to
form a reasoned judgement with respect to
the special business; and
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(b) contain the text of any special resolution
to be submitted to the meeting.
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| Waiver of
notice
|
57. (1) A person who is entitled to attend a
meeting of a cooperative may waive notice of
the meeting in any manner.
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| Attendance is
waiver
|
(2) Attendance at a meeting of a
cooperative is a waiver of notice of the
meeting, except when a person attends the
meeting for the express purpose of objecting
to the transaction of any business on the
ground that the meeting is not lawfully called.
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| Proposals
|
58. (1) A member may
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(a) submit to the cooperative notice of any
matter that the member proposes to raise at
an annual meeting; and
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(b) discuss at the meeting any matter in
respect of which the member would have
been entitled to submit a proposal.
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| Proposals to
amend articles
|
(2) The following persons may, in
accordance with section 290, make a proposal
to amend the articles:
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(b) a director or a shareholder; and
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(c) a person who has beneficial ownership
of investment shares, if the person who
alleges that they have beneficial ownership
provides, not less than fourteen days before
the earliest day on which notice of the
meeting at which the proposal is to be
considered may be sent, satisfactory
evidence of that beneficial ownership, if the
cooperative so requests.
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| Proposal and
statement to
accompany
notice of
meeting
|
(3) A proposal submitted for consideration
at a meeting must be attached to the notice of
the meeting, together with, if requested by the
person making the proposal, a statement of not
more than two hundred words in support of the
proposal and the name and address of the
person making the proposal.
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| Exceptions
|
(4) A cooperative need not comply with
subsection (3) if
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(a) the proposal is not submitted to the
cooperative at least ninety days before the
anniversary date of the previous annual
meeting;
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(b) it clearly appears that the purpose of the
proposal is to enforce a personal claim or
redress a personal grievance against the
cooperative or its directors, officers,
members or security holders;
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(c) not more than two years before the
receipt of a request, a person failed to
present, at a meeting, a proposal that, at the
person's request, had been attached by the
cooperative to the notice of the meeting;
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(d) substantially the same proposal was
attached to a notice of meeting relating to a
meeting of the cooperative held not more
than two years before the receipt of the
proposal and the proposal was defeated; or
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(e) the rights conferred by subsections (1)
and (2) are being abused to secure publicity.
|
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| Liability for
circulation
|
59. No cooperative or person acting on
behalf of a cooperative incurs any liability by
reason only of circulating a proposal or
statement in accordance with section 58.
|
|
| Refusal to
include
proposal
|
60. (1) If a cooperative refuses to include a
proposal in a notice of a meeting referred to in
section 52, the cooperative, not later than ten
days after receiving the proposal, must notify
the person submitting the proposal of its
intention to omit the proposal from the notice
and send the person a statement of the reasons
for the refusal.
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| Restraining
order by court
|
(2) On the application of a person claiming
to be aggrieved by a cooperative's refusal
under subsection (1), a court may restrain the
holding of the meeting at which the proposal
is sought to be presented and make any further
order it thinks fit.
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| Order to omit
proposal from
notice
|
(3) A cooperative or any person claiming to
be aggrieved by a proposal may apply to a
court for an order permitting the cooperative
to omit the proposal from a notice of meeting,
and the court, if it is satisfied that subsection
58(4) applies, may make any order that it
thinks fit.
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