| Duties
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(6) A committee appointed under this
section must
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(a) fix its quorum at not less than a majority
of its members;
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(b) keep minutes of its proceedings; and
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(c) report, at each meeting of the directors,
on the proceedings of the committee since
the last meeting of the directors.
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| Deemed
assent
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110. (1) A director who is present at a
meeting of directors is deemed to have
consented to any resolution made or action
taken at the meeting unless
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(a) the director requests that a dissent be
entered in the minutes of the meeting or the
dissent is so entered;
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(b) the director sends a written dissent to the
secretary of the meeting before it is
adjourned; or
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(c) the director sends a written dissent by
confirmed delivery service or delivers it
personally, to the registered office of the
cooperative immediately after the meeting
is adjourned.
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| Loss of right
to dissent
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(2) A director who votes for or expressly
consents to a resolution or action taken at a
meeting is not entitled to later dissent.
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| Deemed
assent of
absent
director
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(3) A director who is not present at a
meeting of directors is deemed to have
consented to any resolution made or action
taken at the meeting unless the director, within
seven days after becoming aware of the
resolution or action,
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(a) causes a dissent to be entered in the
minutes of the meeting; or
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(b) sends a written dissent by confirmed
delivery service or delivers it personally, to
the registered office of the cooperative.
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| Defence
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111. A director is not liable under this Part
if the director exercised the care, diligence
and skill that a reasonably prudent person
would have exercised in comparable
circumstances to prevent the failure to fulfil
their duties, including reliance in good faith
on financial statements of the cooperative, on
the reports of experts and on information
presented by officers or professionals.
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| Remuneration
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112. Unless the articles, the by-laws or a
unanimous agreement provides otherwise, the
directors may fix the remuneration of the
directors, officers and employees of the
cooperative.
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| Indemnificati
on
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113. (1) A cooperative may indemnify an
individual who is or was a director or officer
of the cooperative, or who acts or acted at the
cooperative's request as a director or officer,
or an individual acting in a similar capacity, of
another entity, against all costs, charges and
expenses, including an amount paid to settle
an action or satisfy a claim, reasonably
incurred by the individual in respect of any
civil, criminal, administrative, investigative
or other proceeding in which the individual is
involved by reason of their association with
the cooperative or entity.
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| Advance of
costs
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(2) A cooperative may advance moneys to
a director, officer or other individual for the
costs of a proceeding referred to in subsection
(1). The individual must repay the moneys if
the court determines that the individual did
not fulfil the conditions of subsection (3),
unless the members and shareholders decide,
by separate resolutions, that the individual
need not repay the moneys.
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| Limitation
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(3) A cooperative may not indemnify an
individual under subsection (1) unless the
individual
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(a) acted honestly and in good faith with a
view to the best interests of the cooperative,
or, as the case may be, to the best interests
of the entity for which the individual acted
as director or officer or in a similar capacity
at the cooperative's request; and
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(b) in the case of a criminal or
administrative proceeding, had reasonable
grounds for believing that the individual's
conduct was lawful.
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| Derivative
action
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(4) A cooperative may not indemnify an
individual under subsection (1) or advance
costs under subsection (2) in respect of an
action by or on behalf of the cooperative or
entity unless a court so orders.
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| Right to
indemnity
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(5) An individual referred to in subsection
(1) is entitled to indemnity from the
cooperative for the costs, charges and
expenses referred to in that subsection if the
individual
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(a) was not judged by the court to have
committed any fault or omitted to do
anything that the individual ought to have
done; and
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(b) fulfils the conditions in subsection (3).
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| Insurance
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(6) A cooperative may purchase and
maintain insurance for the benefit of an
individual referred to in subsection (1) against
any liability incurred by the individual by
reason of being or having been a director or
officer of the cooperative, having been a
director or officer of another entity or having
acted in a similar capacity, if the individual
acts or acted in that capacity at the
cooperative's request.
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| Application to
court
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114. (1) A court may, on application of a
cooperative or an individual referred to in
subsection 113(3), approve an indemnity
under section 113 and make any further order
that it sees fit.
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| Notice
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(2) On an application under subsection (1),
the court may order notice to be given to any
interested person and the person is entitled to
appear and be heard in person or by counsel.
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| Restricting
powers of
directors
|
115. (1) A provision in the articles of the
cooperative or in a unanimous agreement that
restricts, in whole or in part, the discretion or
powers of the directors to manage, or
supervise the management of, the business
and affairs of the cooperative or vests, in
whole or in part, but only in members and
subject to subsection 76(1), that discretion and
those powers, is valid.
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| Deemed
unanimous
agreement
|
(2) For the purpose of subsection (1), a
unanimous agreement to which another
person is also a party is deemed to be a
unanimous agreement.
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| Investment
shareholders
|
(3) Subject to this section but despite
subsection 183(2), any purchaser or transferee
of an investment share that is subject to a
unanimous agreement is deemed to be party to
the unanimous agreement.
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| When no
notice given
|
(4) If notice is not given to the purchaser or
transferee of the existence of a unanimous
agreement, the purchaser or transferee may,
no later than thirty days after they become
aware of its existence, rescind the transaction
by which they acquired the investment shares.
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| Rights of
members
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(5) To the extent that a provision in the
articles of the cooperative, or in a unanimous
agreement, restricts the discretion or powers
of the directors to manage, or supervise the
management of, the business and affairs of the
cooperative, members who are given that
power to manage or supervise the
management of the business and affairs of the
cooperative have all the rights, powers, duties
and liabilities of directors, whether they arise
under this Act or otherwise, including any
defences available to the directors, and the
directors are relieved of their rights, powers,
duties and liabilities, including their liabilities
under section 102, to the same extent.
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| Provisions re
meetings
|
(6) A unanimous agreement may contain
provisions respecting the rules and procedures
governing meetings under this Act and
provisions that eliminate the need for annual
meetings of shareholders and meetings of
directors.
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| Documents
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(7) If there is to be no annual meeting of
shareholders because of a provision in a
unanimous agreement, the cooperative must
send a copy of the documents referred to in
section 247 to any shareholder who requests it.
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| Notice of
unanimous
agreement
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(8) A notice of the initial execution or the
termination of a unanimous agreement, in the
form that the Director fixes, must be sent to the
Director at the same time as the annual return
referred to in section 374.
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| Loan capital
|
116. The capital of a cooperative without
membership shares may be in the form of
member loans and those loans may be in the
amounts, payable at the times, and with or
without interest, that the articles of the
cooperative provide.
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| Membership
shares
|
117. A cooperative with membership shares
must have one class of membership shares,
designated as such in the articles.
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| Issuance to
members
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118. (1) Membership shares may be issued
only to members, each of whom must hold the
minimum number of membership shares
prescribed by the by-laws.
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| Equal rights
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(2) Subject to Parts 20 and 21, the
membership shares of a cooperative confer on
their holders equal rights, including equal
rights to
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(a) receive dividends declared on
membership shares; and
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(b) subject to the articles, receive the
remaining property of the cooperative on
dissolution.
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| Membership
shares
|
(3) The articles may not include any
preference, right, condition, restriction,
limitation or prohibition on membership
shares, except as provided for by this Act.
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| Transfer
requires
approval
|
(4) A transfer of membership shares is valid
only if it complies with section 46 and any
restrictions set out in the by-laws.
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| No right to
vote
|
(5) The right to vote attaches to
membership in accordance with section 37
and not to a membership share.
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| Redeemable
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(6) Subject to sections 146 and 149,
membership shares may be redeemed by the
cooperative.
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| Issue of
certificates
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119. (1) The by-laws of a cooperative may
provide that no membership share certificates
or certificates in respect of member loans need
be issued. If the by-laws provide that no such
certificates need be issued, the cooperative
must, on the request of a member, issue a
statement of the number of membership
shares held by, or the amount of any member
loan of, the member.
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| Certificates
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(2) The face of each certificate that the
cooperative issues in respect of membership
shares or member loans after the coming into
force of this section must contain
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(a) the name of the cooperative;
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(b) a statement that the cooperative is
subject to this Act;
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(c) the name of the person to whom it is
issued;
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(d) a statement that the certificate
represents membership shares in, or
member loans to, the cooperative, and the
number of the membership shares or the
amount of the member loan;
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(e) a statement that the certificate is not
transferable without the approval of the
directors; and
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(f) a statement that there is a charge on the
membership shares or member loans
represented by the certificate in favour of
the cooperative for any indebtedness of the
member to the cooperative.
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| Certificate of
membership
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(3) Each member is entitled to a certificate
of membership.
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| Authorized
capital
|
120. (1) The membership shares of a
cooperative may be issued with or without a
par value.
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| Par-value
membership
shares
|
(2) If the membership shares of a
cooperative are with a par value, the articles
must specify that fact and specify their par
value and any limit on their number.
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| No-par-value
membership
shares
|
(3) If the membership shares of a
cooperative are without a par value, the
articles must specify that fact and specify any
limit on their number.
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| Fixed or
determined
value
|
121. If any no-par-value membership shares
of a cooperative are to be issued and are to be
redeemed at a fixed or determined value, the
articles must set out those facts and state the
fixed price or formula to be used to determine
the value.
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| Distribution
on dissolution
|
122. Subject to Parts 20 and 21, the articles
of a cooperative may provide that, on
dissolution of the cooperative and after the
payment of all debts and
liabilities - including any declared and
unpaid dividends, the amount to be paid to the
holders of any investment shares and the
amount to be paid on the redemption of
membership shares - the value of the
remaining property of the cooperative is to be
distributed or disposed of to any person,
including distribution
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(a) among the members at the time of
dissolution, in any manner, including
equally among the members irrespective of
the number of membership shares or
amount of member loans, if any, held or
made by a member;
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(b) among the members at the time of
dissolution on the basis of patronage returns
accrued to those members during a stated
period before the dissolution; or
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(c) to charitable organizations or
cooperative entities.
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| Charge on
membership
shares for
amounts
|
123. (1) A cooperative has a charge on a
membership share or any amount standing to
the credit of a member or the legal
representative of a member for a debt of that
member to the cooperative.
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| Enforcement
of charge
|
(2) A cooperative may
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(a) enforce a charge referred to in
subsection (1) in the manner set out in its
by-laws; or
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(b) apply any moneys standing to the credit
of a member toward payment of a debt due
by the member to the cooperative.
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