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(q) liquidating and dissolving the
cooperative;
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(r) directing a special audit or an
investigation under section 329; or
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(s) requiring the trial of an issue.
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| Duty of
directors and
members
|
(4) If an order made under this section
directs an amendment of the articles or
by-laws of a cooperative,
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(a) the directors, members and shareholders
must comply with subsection 303(5); and
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(b) no other amendment to the articles or
by-laws may be made without the consent
of the court, until the court orders
otherwise.
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| Exclusion
|
(5) A member or shareholder is not entitled
to dissent under section 302 if an amendment
to the articles is effected under this section.
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| Limitation
|
(6) No cooperative may make a payment to
a member or shareholder under an order of the
court if there are reasonable grounds to
believe that
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(a) the cooperative is, or would after that
payment be, unable to pay its liabilities as
they become due; or
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(b) the realizable value of the cooperative's
assets after the payment would be less than
the total of
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(ii) the amount that would be required to
pay the holders of securities who have a
right to be paid, on a redemption or
liquidation, rateably with or in priority to
the holders of the securities to be
purchased or redeemed.
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| Alternate
order
|
(7) An applicant under this section may
apply for an order under section 313 instead of
the order under this section.
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| Evidence of
member or
shareholder
approval not
decisive
|
341. (1) No application made and no action
brought or intervened in under this Part is to be
stayed or dismissed by reason only that it is
shown that an alleged breach of a right or duty
owed to the cooperative or any of its
subsidiaries has been or may be approved by
the members or shareholders, but evidence of
approval by the members or shareholders
must be taken into account by the court in
making an order under section 313 or this Part.
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| Court
approval to
discontinue
|
(2) No application made and no action
brought or intervened in under this Part is to be
stayed, discontinued, settled or dismissed for
want of prosecution without the approval of
the court given on any terms that the court
considers appropriate.
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| Notice
|
(3) If the court determines that the interests
of a complainant may be substantially
affected by a stay, discontinuance, settlement
or dismissal mentioned in subsection (2), the
court may order any party to the application or
action to give notice of the application or
action to the complainant.
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| No security
for costs
|
(4) A complainant is not required to give
security for costs in an application made or
action brought or intervened in under this Part.
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| Interim costs
|
(5) In an application made or an action
brought or intervened in under this Part, the
court may at any time order the cooperative or
its subsidiary to pay to the complainant
interim costs, including legal fees and
disbursements, but the complainant may be
held accountable for any interim costs so paid
on the final disposition of the application or
action.
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| Application to
court to
rectify records
|
342. (1) If the name of a person is alleged to
be or to have been wrongly entered or retained
in or wrongly deleted or omitted from the
registers or other records of a cooperative, the
cooperative, a security holder of the
cooperative or any aggrieved person may
apply to the court for an order that the registers
or records be rectified.
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| Power of
court
|
(2) On an application made under this
section, the court may make any order it
considers appropriate, including an order
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(a) requiring the registers or records of the
cooperative to be rectified;
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(b) restraining the cooperative from calling
or holding a meeting or allocating or paying
a dividend or interest on shares or a
patronage refund before rectification of the
registers or records;
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(c) determining the right of a party to the
proceedings to have the party's name
entered or retained in or deleted or omitted
from the registers or records of the
cooperative, whether the issue arises
between two or more members or security
holders, or alleged members or security
holders, or between the cooperative and a
member or security holder or alleged
member or security holder; or
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(d) compensating a party who has incurred
a loss by reason of the wrongful entry,
retention, deletion or omission.
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| Application
for directions
|
343. The Director may apply to a court for
directions in respect of any matter concerning
the Director's duties under this Act and, on the
application, the court may give any directions
that it thinks fit.
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| Notice of
refusal by
Director
|
344. (1) The Director must file all
documents that are required to be sent to him
or her under this Act. If the Director refuses to
file any of those documents, the Director
must, no later than twenty days after the later
of the receipt of the document and the receipt
of any approval that may be required under
any other law, give written notice of the
refusal to the person who sent the document,
giving reasons for the refusal.
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| Deemed
refusal
|
(2) If the Director does not file or give
written reasons of refusal to file the
documents within the twenty days provided
for in subsection (1), the Director is deemed to
have refused to file the document.
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| Appeal from
Director's
decision
|
345. A person who feels aggrieved by a
decision of the Director referred to in any of
paragraphs (a) to (f) may apply to a court for
an order, including an order requiring the
Director to change the decision:
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(a) to refuse to file in the form submitted
any articles or other documents required by
this Act to be sent;
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(b) to give a name, change or revoke a name
or refuse to reserve, accept, change or
revoke a name under this Act;
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(c) to refuse to grant an exemption that may
be granted under this Act and the
regulations;
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(d) to refuse to issue a certificate of
discontinuance;
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(e) to issue, or refuse to issue, a certificate
of revival or the decision with respect to the
terms for revival imposed by the Director;
or
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|
(f) to dissolve a cooperative under section
311.
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| Restraining or
compliance
order
|
346. If a cooperative or any director, officer,
employee, agent, auditor, trustee, receiver,
receiver-manager or liquidator of a
cooperative does not comply with the Act, the
regulations, the articles, the by-laws or a
unanimous agreement, a complainant or the
Director may, in addition to any other right,
apply to a court for an order directing any such
person to comply with or restraining them
from acting in breach of it. On the application,
the court may order compliance and make any
further order it thinks fit.
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| Summary
application to
court
|
347. When this Act states that a person may
apply to a court, the application may be made
in any summary manner by petition,
originating notice of motion or otherwise as
the rules of court provide and subject to any
order respecting notice to interested parties or
costs or any other order the court thinks fit.
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| Appeal of
final order
|
348. (1) An appeal lies to the court of appeal
of a province from any final order made by a
court of that province under this Act.
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| Appeal on
leave
|
(2) An appeal lies to the court of appeal of
a province from any other order made by a
court of that province, only with leave of the
court of appeal in accordance with the rules of
that court.
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|
| Offences with
respect to this
Act
|
349. (1) Every person who knowingly
contravenes section 31, 32 or 33, subsection
165(1), section 166, 168, 169, 172, 251 or 252,
subsection 260(2), 264(1) or (3) or 272(5),
section 325 or 335 or any other provision of
this Act or who does not fulfil a duty imposed
under this Act is guilty of an offence
punishable on summary conviction.
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| Offences with
respect to the
regulations
|
(2) Every person who, without reasonable
cause, contravenes a provision of the
regulations or does not fulfil a duty imposed
by the regulations is guilty of an offence
punishable on summary conviction.
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| Offences with
respect to
reports
|
(3) A person is guilty of an offence
punishable on summary conviction if the
person knowingly makes or assists in making
a report, return, notice or other document
required by this Act or the regulations to be
sent to the Director or to any other person that
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(a) contains an untrue statement of a
material fact; or
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|
(b) omits to state a material fact required in
it or necessary to make a statement
contained in it not misleading in the light of
the circumstances in which it was made.
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| Order to
comply
|
350. (1) If a person is guilty of an offence
under this Act or the regulations, the court in
which proceedings in respect of the offence
are taken may, in addition to any punishment
it may impose, order the person to comply
with the provisions of this Act or the
regulations for the contravention of which the
person has been convicted.
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| Limitation
period
|
(2) A prosecution of an offence under this
Act may be instituted at any time within but
not later than two years after the time when the
subject-matter of the complaint arose.
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| Civil remedy
not affected
|
(3) No civil remedy for an act or omission
is suspended or affected by reason that the act
or omission is an offence under this Act.
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|
| Alternative
resolution
|
351. The Minister of Agriculture and
Agri-Food may, in accordance with any
regulations, provide assistance with respect to
the alternative resolution of any dispute
relating to the affairs of a cooperative.
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|
| Application
|
352. This Part applies to cooperatives for
which articles are issued to carry on business
as non-profit housing cooperatives.
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| Requirement
of articles
|
353. The articles of a non-profit housing
cooperative must provide that
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(a) the name of the non-profit housing
cooperative include the words
``non-profit'', ``not-for-profit'', ``not for
profit'', ``sans but lucratif'' or ``à but non
lucratif'' and ``housing cooperative'',
``housing co-operative'', ``housing co-op'',
``coopérative d'habitation'', ``coop
d'habitation'', ``co-op d'habitation'',
``coopérative de logement'', ``coop de
logement'' or ``co-op de logement''; and
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(b) the business of the cooperative is
restricted to that of primarily providing
housing to its members.
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| Special
limitations
|
354. The following restrictions apply to a
non-profit housing cooperative:
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(a) it may not issue investment shares;
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(b) it may only issue membership shares on
a par-value basis;
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(c) it must in each year conduct at least fifty
per cent of its business with its members;
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|
(d) subject to subsection 357(2), its business
must be carried on without the purpose of
gain for its members; and
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(e) on its dissolution, and after the payment
of its liabilities, its remaining property is to
be transferred to or distributed among one
or more non-profit housing cooperatives,
cooperatives incorporated in a province that
have similar objectives and limitations, or
charitable organizations.
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| By-laws
|
355. (1) The by-laws of a non-profit
housing cooperative must include
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|
(a) any obligation of a member to provide
capital to the cooperative and the manner in
which the capital is to be contributed;
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(b) any obligation of a member to
contribute to charges of the cooperative and
the manner in which the charges are to be
determined and paid;
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(c) the procedure for determining disputes
between members and between members
and the cooperative;
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|
(d) subject to subsection (2), the manner in
which the membership of a member may be
terminated;
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(e) the manner in which a member's equity
is to be determined on the member's
withdrawal from the cooperative, or on the
termination of their membership and on a
dissolution of the cooperative and the
manner in which that equity is to be repaid;
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|
(f) a provision for the establishment of
adequate reserves and the maintenance of
adequate insurance to protect the
cooperative from loss; and
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|
(g) a provision for the establishment of the
rules governing charges by the cooperative
for the occupation, leasing, subletting and
subleasing of housing units of the
cooperative.
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|
| Termination
of
membership
|
(2) If the by-laws provide that membership
is to be terminated by the directors, the
by-laws must include a right of appeal to the
members. Despite section 40, the by-laws may
require that an appeal from the decision of the
directors may only be launched within seven
days after the member receives notice of the
termination of membership.
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| Other
provisions in
by-laws
|
(3) The by-laws of a non-profit housing
cooperative may provide
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|
(a) the rules by which the directors may
establish a system of providing subsidies to
members for housing charges, provided that
the administration of the rules by the
directors is fair as among the members; and
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|
(b) any rules in addition to those specified
in paragraph (1)(g) relating to the
occupancy of a housing unit of the
cooperative.
|
|
| Member
occupancy
rights
|
356. (1) A person who is a member is
entitled to occupy the housing unit allocated
to them by the non-profit housing cooperative
while they are a member, although the
directors may, subject to the by-laws, by
notice, require the member to occupy an
alternate housing unit.
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| Appeal
|
(2) A member to whom a notice has been
given by the cooperative to occupy an
alternate housing unit may appeal that
decision in the same manner as that provided
for appeals of decisions by the directors to
terminate the membership of a member.
|
|
| Unsuccessful
appeal
|
(3) If an appeal by the member is not
successful and the member does not relocate
to the alternate housing unit within the time
provided by the directors, their membership is
deemed to have been terminated and despite
section 40 and subsection 356(4), the member
has no further appeal.
|
|
| Occupancy
during appeal
|
(4) Despite section 40, if, in accordance
with the by-laws, the directors terminate a
member's membership and the member
appeals the termination, the member has the
right to occupy the housing unit allocated to
them until the termination has been confirmed
by the members.
|
|
| Confirmation
on appeal
|
(5) A decision of the directors to terminate
the membership of a member is confirmed if
the members, at a duly called meeting of the
members, do not reverse the directors'
decision.
|
|
| Deemed
confirmation
|
(6) If a meeting of the members is duly
called to consider the appeal of a terminated
member and a quorum of members is not
available for the meeting, the decision of the
directors is deemed to be confirmed.
|
|
| Regaining
possession of
unit
|
(7) If a member's membership has been
terminated and the member no longer has the
right to occupy a housing unit of the
cooperative, the cooperative regains
possession of the housing unit by consent or by
appropriate legal proceedings.
|
|
| Compensation
for occupation
past
termination
date
|
(8) The cooperative is entitled to
compensation for a housing unit that is
occupied by a terminated member until it is
vacated.
|
|
| Cooperative
not to take
other property
|
(9) The cooperative may not take the
property of a member to satisfy amounts due
to the cooperative except by consent or by
legal proceedings.
|
|
| Inclusion in
by-laws
|
(10) For the purpose of section 16, the
provisions of this section must be included in
the by-laws of a non-profit housing
cooperative.
|
|
| Non-profit
requirements
|
357. (1) Subject to subsection (2), but
despite any other provision of this Act, a
non-profit housing cooperative may not
distribute or pay any of its assets to a member.
|
|
| Permitted
payments
|
(2) The cooperative may pay a member
|
|
|
|
(a) dividends on membership shares paid at
a rate that is not more than eight per cent per
year and interest on member loans at a rate
that is not more than ten per cent per year;
|
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|
(b) if the member withdraws from the
cooperative or their membership in the
cooperative is terminated, or on the
dissolution of the cooperative, a sum equal
to the member's investment in membership
shares or member loans; and
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|
(c) a reasonable amount for property or
services provided by the member to the
cooperative.
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