1998, c. 1
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CANADA COOPERATIVES ACT |
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136. (1) The definitions ``distributing
cooperative'', ``member loan'', ``person''
and ``security'' in subsection 2(1) of the
Canada Cooperatives Act are replaced by
the following:
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``distributing
cooperative'' « coopérative ayant fait appel au public »
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``distributing cooperative'' means, subject to
subsections 4(4) and (5), a distributing
cooperative as defined in the regulations .
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``member
loan'' « prêt de membre »
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``member loan'' means a loan required by the
cooperative from its members as a
condition of membership or to continue
membership in the cooperative, and, for the
purpose of Parts 8, 16, 17, 18.1 and 19 and
subsection 163(2), a member loan is
deemed to be a membership share issued at
par value.
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``person'' « personne »
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``person'' means an individual or an entity,
and includes a personal representative.
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``security'' « valeur mobilière »
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``security'' includes an investment share, a
debt obligation of a cooperative and a
certificate evidencing such a share or debt
obligation and, for the purposes of Parts
18.1 and 19, includes a membership share.
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(2) Subsection 2(1) of the Act is amended
by adding the following in alphabetical
order:
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``personal
representa- tive'' « représen- tant personnel »
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``personal representative'' means a person
who stands in place of and represents
another person including, but not limited to,
a trustee, an executor, an administrator, a
receiver, an agent, a liquidator of a
succession, a guardian, a tutor, a curator, a
mandatary or an attorney.
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137. Subsections 4(4) to (6) of the Act are
replaced by the following:
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Exemptions
- on
application by
cooperative
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(4) On the application of a cooperative, the
Director may determine that the cooperative is
not or was not a distributing cooperative if the
Director is satisfied that the determination
would not be prejudicial to the public interest.
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Exemptions
- classes of
cooperatives
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(5) The Director may determine that a class
of cooperatives are not or were not
distributing cooperatives if the Director is
satisfied that the determination would not be
prejudicial to the public interest.
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138. Subsection 12(1) of the English
version of the Act is amended by striking
out the word ``and'' at the end of paragraph
(b), by adding the word ``and'' at the end of
paragraph (c) and by adding the following
after paragraph (c):
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139. Paragraph 16(b) of the Act is
replaced by the following:
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140. Paragraph 19(4)(a) of the Act is
replaced by the following:
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141. Subsections 20(4) and (5) of the Act
are replaced by the following:
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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 combined form meets the prescribed
criteria. The cooperative may use and be
legally designated by any such form.
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142. (1) Subsection 28(1) of the Act is
amended by adding the word ``or'' at the
end of paragraph (e) and by replacing
paragraphs (f) and (g) with the following:
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(2) Subsection 28(2) of the English
version of the Act is replaced by the
following:
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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 of a situation described in that
subsection by virtue of their relationship to
the cooperative.
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143. Subsection 31(3) of the Act is
replaced by the following:
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When records
or registers
kept outside
Canada
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(3) Despite subsection (1), but subject to the
Income Tax Act, the Excise Tax Act, the
Customs Act and any other Act administered
by the Minister of National Revenue , a
cooperative may keep all or any of its records
mentioned in paragraphs (1)(a), (b), (c), (f)
and (g) and (2)(a) and (b) at a place outside
Canada , if
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144. Subsection 32(4) of the Act is
replaced by the following:
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Inspection
and copying
of records by
members,
creditors and
shareholders
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(4) Members, creditors and shareholders of
the cooperative, their personal
representatives and the Director may examine
the records referred to in paragraphs 31(1)(a),
(b), (c) (f) and (g) 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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145. Subsection 33(1) of the Act is
replaced by the following:
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Lists
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33. (1) Members, shareholders and
creditors of a cooperative and their personal
representatives and, where the cooperative is
a distributing cooperative, any other person,
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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146. Subsection 48(3) of Act is replaced
by the following:
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Electronic
meeting
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(3) Subject to the by-laws, a member or a
shareholder may, in accordance with the
regulations, if any , 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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Clarification
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(3.1) For greater certainty, a meeting of the
cooperative may be held entirely by
telephonic, electronic or other
communication facility so long as the
requirements of subsection (3) are met.
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147. Subsection 50(3) of the Act is
replaced by the following:
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Order to delay
calling of
annual
meeting
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(3) Despite subsection (1), the cooperative
may apply to the court for an order extending
the time for calling an annual meeting.
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148. (1) Subsection 51(1) of the Act is
replaced by the following:
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Record date
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51. (1) The directors may, within the
prescribed period , 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.
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(2) Subsections 51(3) and (4) of the Act
are replaced by the following:
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Record
date - notice
of
shareholders'
meetings
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(3) For the purpose of determining the
shareholders who are entitled to receive notice
of a meeting of the shareholders, the directors
may, within the prescribed period , fix in
advance a date as the record date for that
determination.
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Record
date - voting
at
shareholders'
meetings
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(4) For the purposes of determining the
shareholders who are entitled to vote at a
meeting of shareholders, the directors may,
within the prescribed period , fix in advance a
date as the record date for that determination.
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(3) The portion of subsection 51(6) of the
Act before paragraph (a) is replaced by the
following:
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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 within the
prescribed period
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149. Subsection 52(1) of the Act is
replaced by the following:
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Notice of
meetings
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52. (1) Notice of the time and place of a
meeting of a cooperative must be sent within
the prescribed period
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Exception
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(1.1) In the case of a cooperative that is not
a distributing cooperative, the notice may be
sent within a shorter period if so specified in
the articles.
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150. (1) Subsections 58(2) and (3) of the
Act are replaced by the following:
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Proposals by
members or
directors to
amend articles
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(2) Any member or director may, in
accordance with section 290, make a proposal
to amend the articles.
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Proposals by
other persons
to amend
articles
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(2.1) Any other person may, in accordance
with section 290, make a proposal to amend
the articles if the person
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Information to
be provided
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(2.2) A proposal submitted by a person
described in paragraph (2.1)(a) must be
accompanied by the following information:
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Information
not part of
proposal
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(2.3) The information provided under
subsection (2.2) does not form part of the
proposal or of the supporting statement
referred to in subsection (3) and is not
included for the purposes of the prescribed
maximum word limit set out in subsection (3).
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Proof may be
required
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(2.4) If requested by the cooperative within
the prescribed period, a person who submits a
proposal must provide proof, within the
prescribed period, that the person meets the
requirements of subsection (2.1).
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Proposal and
statement to
accompany
notice of
meeting
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(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 in
support of the proposal and the name and
address of person making the proposal. The
statement and the proposal must together not
exceed the prescribed maximum number of
words .
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(2) Paragraph 58(4)(a) of the Act is
replaced by the following:
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(3) Paragraph 58(4)(b) of the English
version of the Act is replaced by the
following:
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(4) Paragraphs 58(4)(c) and (d) of the Act
are replaced by the following:
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(5) Section 58 of the Act is amended by
adding the following after subsection (4):
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Cooperative
may refuse to
include
proposal
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(4.1) If a person described in subsection
(2.1) makes a proposal and fails to continue to
hold or own the number of investment shares
referred to in that subsection up to and
including the day of the meeting, the
cooperative is not required to include in the
notice of a meeting, or attach to it, any
proposal submitted by that person for any
meeting held within the prescribed period
following the date of the meeting.
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151. Subsections 60(1) and (2) of the Act
are replaced by the following:
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Refusal to
include
proposal
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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 the
prescribed period 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
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(2) On the application of a person
submitting a proposal that claims 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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152. The Act is amended by adding the
following after section 64:
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Loaned share
agreement
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64.1 Unless otherwise specified in a
securities lending agreement, the voting rights
of a loaned investment share accrue to the
borrower of the share.
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153. Subsection 69(3) of the Act is
amended by adding the word ``or'' at the
end of paragraph (a), by striking out the
word ``or'' at the end of paragraph (b) and
by repealing paragraph (c).
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154. Section 70 of the Act is repealed.
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155. Paragraph 71(1)(b) of the Act is
replaced by the following:
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156. Subsection 78(4) of the Act is
replaced by the following:
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Resident in
Canada
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(4) A majority of the directors must be
resident in Canada. However, if the
cooperative has only four directors, at least
two directors must be resident in Canada.
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157. Subsection 83(7) of the Act is
replaced by the following:
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Consent in
writing
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(7) A consent in writing referred to in
paragraph (6)(a) is effective during the
individual's term of office unless it is revoked
or another date is specified in the consent.
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158. (1) The portion of subsection 85(1) of
the Act before paragraph (a) is replaced by
the following:
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Vacancy on
board
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85. (1) Subject to subsection (3), if there is
a vacancy on the board of directors, except a
vacancy because of an increase in number of
directors or because of a failure to elect or
appoint the number of directors required by
the articles, and there is still a quorum on the
board, the remaining directors may
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(2) The portion of subsection 85(2) of the
Act before paragraph (a) is replaced by the
following:
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