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| Issuance of
certificate of
incorporation
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12. (1) The Director must issue a certificate
of incorporation for a cooperative if the
Director is satisfied that
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(a) the articles are in accordance with
section 11 and, if applicable, section 353
and subsection 359(2);
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(b) the cooperative will be organized and
operated and will carry on business on a
cooperative basis; and
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(c) the cooperative will comply with Part 20
or 21, if applicable.
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| Reliance on
certificate
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(2) For the purposes of paragraphs (1)(b)
and (c), the Director may rely on the articles
and the declarations required by section 10.
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| Date of
existence and
effect
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13. On the day set out in its certificate of
incorporation, a cooperative comes into
existence and the incorporators become
members of the cooperative.
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| Adoption of
by-laws
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14. Without delay after the issuance of the
certificate of incorporation, a meeting of the
members must be held to make by-laws for the
cooperative.
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| By-laws -
mandatory
provisions
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15. (1) The by-laws of a cooperative must
provide for
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(a) the qualifications of members and the
procedures for acceptance of members;
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(b) the rights of joint members, if any;
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(c) the membership obligations of
members, including any obligation to use
the services of the cooperative and any fees
to be paid by members;
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(d) if the cooperative has auxiliary
members, the rights and obligations of
auxiliary members and the conditions for
their acceptance by the cooperative as
auxiliary members, including
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(i) the relationship an individual must
have with the cooperative in order to be
an auxiliary member, and
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(ii) the services of the cooperative that
may be available to auxiliary members;
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(e) whether the interest of a member in the
cooperative may, subject to section 46, be
transferred or assigned, and any conditions
or restrictions that apply to such a transfer
or assignment;
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(f) the selection, qualifications, term of
office and removal of directors and
members of committees of directors;
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(g) the distribution of any surplus earnings
arising from the operations of the
cooperative;
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(h) if the cooperative is to act as an agent or
mandatary for its members, a definition of
that relationship;
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(i) subject to sections 39 and 40 and Parts 20
and 21, the conditions on which
membership is terminated, whether by
withdrawal or by involuntary termination,
if it may be terminated otherwise than as
provided for in this Act, and the
determination of the value and disposition
of the member's interest in the cooperative
on termination; and
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(j) if the cooperative wishes to permit
members or shareholders to attend a
meeting of the cooperative by means of a
communication facility referred to in
subsection 48(3), the ways in which votes
must be held.
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| By-laws -
other
provisions
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(2) The by-laws of a cooperative may
provide for
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(a) the representation of members by
delegates and, if so,
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(i) the designation of the classes of
members, if any, who may be represented
by delegates,
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(ii) the procedure for altering classes of
members, if applicable, and
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(iii) the powers, duties, selection, voting
rights and procedures for the removal of
delegates;
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(b) the division of members into classes
and, if so,
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(i) the qualifications for membership in
each class,
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(ii) the conditions precedent to
membership in each class,
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(iii) the method, time and manner of
withdrawing from a class or transferring
membership from one class to another
and any applicable conditions on a
transfer, and
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(iv) the conditions on which membership
in a class ends;
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(c) the referral of disputes between a
member and the cooperative to a process of
dispute resolution; and
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(d) any other matter that the members
consider necessary or desirable.
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| Binding effect
of by-laws
and articles
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16. The articles and by-laws of a
cooperative bind it and its members to the
same extent as if they
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(a) had been signed by the cooperative and
every member; and
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(b) contained undertakings by every
member and the successors, assigns,
mandataries and legal representatives of
every member to observe all the provisions
of the articles and by-laws.
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| Copies
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17. (1) Each member and shareholder may
on request, not more than once in each
calendar year, receive free of charge one copy
of the articles, the by-laws and any unanimous
agreement, and one copy of any amendments
to the articles, the by-laws and any unanimous
agreement, of the cooperative.
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| Copies
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(2) The cooperative must provide each
creditor, and, where the cooperative is a
distributing cooperative, any other person, on
payment of a reasonable fee, with a copy of the
articles, the by-laws and any unanimous
agreement of the cooperative.
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| Cooperative
basis
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18. (1) Every cooperative must be
organized and operated and must carry on
business on a cooperative basis.
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| Complaint
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(2) A person may make an application to the
court in accordance with section 329 if the
person has a complaint that
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(a) a cooperative is not organized, operated
or carrying on business on a cooperative
basis; or
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(b) in the case of a cooperative to which Part
20 or 21 applies, the cooperative is not
complying with the applicable Part.
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| Pre-incorporat
ion contracts
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19. (1) Subject to this section, a person who
enters into, or purports to enter into, a written
contract in the name of or on behalf of a
cooperative before it comes into existence is
personally bound by the contract and is
entitled to its benefits, unless the contract
expressly provides otherwise.
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| Adoption by
cooperative
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(2) A cooperative may, within a reasonable
time after it comes into existence, adopt a
contract that was made in its name or on its
behalf before it came into existence by any act
or conduct that signifies the cooperative's
intention to be bound by the contract.
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| Effect of
adoption
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(3) If a cooperative adopts a contract under
this section,
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(a) the cooperative is bound by the contract
and entitled to its benefits as of the date of
the contract; and
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(b) the person who originally entered into
the contract ceases to be bound by the
contract or to be entitled to its benefits,
subject to an order made under subsection
(4).
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| Court order
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(4) Whether or not a cooperative has
adopted a contract, the court may, on
application by a party to the contract,
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(a) make an order respecting the nature and
extent of the obligations and liability under
the contract of the cooperative and the
person who purported to enter into the
contract by or on behalf of the cooperative;
and
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(b) make any other order that the court
considers just in the circumstances.
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| Required
name
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20. (1) A cooperative must have the word
``cooperative'', ``co-operative'', ``coop'',
``co-op'', ``coopérative'', ``united'' or
``pool'', or another grammatical form of any
of those words, as part of its name.
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| Use of
abbreviation
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(2) A cooperative that has the word
``cooperative'', ``co-operative'', ``coop'',
``co-op'' or ``coopérative'', or another
grammatical form of any of those words, as
part of its name may use and be legally
designated by any of those words or forms.
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| Business
restriction
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(3) If the business of a cooperative is
restricted by its articles or by a resolution of its
members to a specific business purpose, the
cooperative must have as part of its name one
or more words that suggest the nature of the
restriction.
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| Alternate
form
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(4) The name of a cooperative may be set
out in its articles in an English form, a French
form, an English form and a French form, or
a combined English and French form, so long
as the form meets any criteria contained in a
regulation made under subsection (5). The
cooperative may use and be legally designated
by any such form.
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| Regulations
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(5) The Director may make regulations
prescribing the criteria for what constitutes an
English form and a French form, and a
combined English and French form, of the
names of cooperatives.
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| Identification
outside
Canada
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(6) A cooperative may set out in its articles
its name in any language form and, if it does,
it may use and be legally designated outside
Canada by its name in that form.
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| Publication of
name
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(7) A cooperative must set out its name in
legible characters in all contracts, invoices,
negotiable instruments and orders for things
or services made by or on behalf of the
cooperative and in all documents filed with
the Director under this Act.
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| Other name
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21. Subject to subsection 20(3) and section
23, a cooperative may carry on business or
identify itself by a name or style other than as
set out in its articles.
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| Reservation of
name
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22. The Director may, on request, reserve
for ninety days a name for an intended
cooperative or for one that intends to change
its name.
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| Prohibited
names
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23. A cooperative may not be incorporated
with, have, carry on business under or identify
itself by a name that is
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(a) prohibited, or deceptively
misdescriptive, as may be prescribed; or
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(b) reserved for another body corporate.
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| Direction to
change name
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24. (1) The Director may direct a
cooperative to change its name if the
cooperative's name contravenes section 23
when the cooperative comes into existence or
is continued.
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| Revocation of
name
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(2) If a cooperative has not complied with
a direction under subsection (1) within sixty
days after it is served with a written copy of the
direction, the Director may issue a certificate
of amendment revoking the name of the
cooperative and assigning a new name to it.
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| Undertaking
to change
name
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(3) If a cooperative acquires a name as a
result of a person undertaking to dissolve or to
change names, and the undertaking is not
honoured, the Director may direct the
cooperative to change its name in accordance
with section 289, unless the undertaking is
honoured within the period specified in
subsection (2).
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| Amendment
of articles
when
certificate of
amendment
issued
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(4) The articles of the cooperative are
deemed to be amended accordingly on the
date shown in the certificate of amendment
issued under subsection (2).
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| Notice of
revocation
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(5) On issuing a certificate of amendment
under subsection (2), the Director must give
notice of the change of name without delay in
a publication generally available to the public.
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| Prohibition on
use of name
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25. Every entity, other than a cooperative
incorporated under this Act or a body
corporate incorporated by or under the
authority of another Act of Parliament or an
Act of the legislature of a province, is guilty of
an offence if the entity uses or authorizes the
use of the word ``cooperative'',
``co-operative'', ``co-op'', ``coop'',
``coopérative'' or ``pool'', or another
grammatical form of any of those words, as
part of its name or in any manner in connection
with the conduct of its business so that the
entity could reasonably be considered to be
holding itself out as carrying on business as a
cooperative entity.
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| Legal capacity
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26. (1) Subject to this Act, a cooperative
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(a) has the capacity and the rights, powers
and privileges of a natural person; and
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(b) may carry on business throughout
Canada.
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| By-laws not
required to
confer powers
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(2) It is not necessary for a cooperative to
pass a by-law in order to confer any particular
power on a cooperative or its directors.
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| Powers
outside the
jurisdiction
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27. (1) Subject to this Act, a cooperative has
the capacity to carry on its business, conduct
its affairs and exercise its powers in any
jurisdiction outside Canada to the extent and
in the manner that the laws of that jurisdiction
permit.
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| Business
restriction
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(2) No cooperative and no subsidiary of a
cooperative may carry on any business
contrary to a restriction set out in the articles
of the cooperative.
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| Validity of
acts
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(3) No act of a cooperative, including a
transfer of property, is invalid by reason only
that the act is contrary to its articles or this Act.
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| Constructive
notice
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(4) A member of a cooperative is deemed to
have knowledge of the content of the articles
and by-laws of the cooperative.
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| No
constructive
notice
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(5) Subject to subsection (4), no person is
deemed to have knowledge of the content of
a document by reason only that it is filed with
the Director or is available for inspection at
the cooperative.
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| Assertions
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28. (1) No cooperative and no guarantor of
an obligation of a cooperative may assert
against a person dealing with the cooperative
or against a person who acquired rights from
the cooperative that
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(a) the cooperative's articles, by-laws or
any unanimous agreement have not been
complied with;
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(b) the persons named in the most recent
notice of directors filed with the Director
are not the directors;
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(c) the place named in the most recent
notice of registered office filed with the
Director is not the registered office;
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(d) a person held out as a director, an officer,
an agent or a mandatary of the cooperative
has not been duly appointed or has no
authority to exercise the powers and
perform the duties that are customary in the
business of the cooperative or usual for a
director, officer, agent or mandatary;
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(e) a document issued by a director, officer,
agent or mandatary of the cooperative with
actual or usual authority to issue it is not
valid or genuine;
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(f) any financial assistance referred to in
section 160 was not authorized; or
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(g) a sale, lease or exchange of all or
substantially all of the property of the
cooperative was not authorized.
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| Exception
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(2) Subsection (1) does not apply in respect
of a person who has, or ought to have,
knowledge to that effect by virtue of their
relationship to the cooperative.
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| No personal
liability
|
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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