| Restraining
order by court
|
(2) On the application of a person
submitting a proposal who 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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155. Section 65 of the Act is amended by
adding the following after subsection (2):
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| Electronic
voting
|
(3) Despite subsection (1), unless the
by-laws provide otherwise, any vote referred
to in subsection (1) may be held, in accordance
with the regulations, if any, entirely by means
of a telephonic, electronic or other
communication facility, if the cooperative
makes available such a communication
facility.
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| Voting while
participating
electronically
|
(4) Unless the by-laws otherwise provide, a
member or shareholder participating in a
meeting of the cooperative under subsection
48(3) or (3.1) and entitled to vote at that
meeting may vote, in accordance with the
regulations, if any, by means of the telephonic,
electronic or other communication facility
that the cooperative has made available for
that purpose.
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156. Section 67 of the Act is replaced by
the following:
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| Evidence
|
67. Unless a ballot is demanded, an entry in
the minutes of a meeting to the effect that the
chairperson of the meeting declared a
resolution to be carried or defeated is, in the
absence of evidence to the contrary, proof of
the fact without proof of the number or
proportion of the votes recorded in favour of
or against the resolution.
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157. Section 70 of the Act is repealed.
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158. Paragraphs 71(1)(a) and (b) of the
Act are replaced by the following:
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(a) it is not feasible to call the meeting
within the time or in the manner in which
those meetings are to be called;
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(b) it is not feasible to conduct the meeting
in the manner required by this Act or the
by-laws; or
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159. Subsection 78(4) of the Act is
replaced by the following:
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| Resident in
Canada
|
(4) At least twenty-five per cent of the
directors must be resident in Canada.
However, if the cooperative has only three
directors, at least one director must be resident
in Canada.
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160. Subsections 83(6) and (7) of the Act
are replaced by the following:
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| Election or
appointment
as director
|
(6) An individual who is elected or
appointed to hold office as a director is not a
director and is deemed not to have been
elected or appointed to hold office as a
director unless
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(a) he or she was present at the meeting
when the election or appointment took
place and he or she did not refuse to hold
office as a director; or
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(b) he or she was not present at the meeting
when the election or appointment took
place and
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(i) he or she consented to hold office as a
director in writing before the election or
appointment or within ten days after it, or
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(ii) he or she has acted as a director
pursuant to the election or appointment.
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161. (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
|
85. (1) Subject to subsection (3), if there is
a vacancy on the board of directors, except a
vacancy because of an increase in the number
or the minimum or maximum number of
directors provided for in the articles or
because of a failure to elect or appoint the
number or minimum number of directors
provided for in the articles, and there is still a
quorum on the board, the remaining directors
may
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(2) Subsection 85(6) of the Act is replaced
by the following:
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| Deemed
directors
|
(6) If all of the directors have resigned or
been removed without replacement, a person
who manages or supervises the management
of the business and affairs of the cooperative
is deemed to be a director for the purposes of
this Act.
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|
162. Section 91 of the Act is replaced by
the following:
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| Notice of
change of
director or
directors
address
|
91. (1) A cooperative must, within fifteen
days after
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(a) a change is made among its directors, or
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(b) it receives a notice of change of address
of a director referred to in subsection (2),
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send to the Director a notice, in the form that
the Director fixes, setting out the change.
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| Directors
change of
address
|
(2) A director must, within fifteen days after
changing his or her address, send the
cooperative a notice of that change.
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| Application to
court
|
(3) Any interested person, or the Director,
may apply to a court for an order to require a
cooperative to comply with subsection (1),
and the court may so order and make any
further order it thinks fit.
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|
163. (1) Subsection 97(1) of the Act is
replaced by the following:
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| Quorum
|
97. (1) To constitute a quorum,
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(a) at least twenty-five per cent of the
directors at the meeting must be resident in
Canada or, if the cooperative has only three
directors, at least one of the directors at the
meeting must be resident in Canada; and
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(b) a majority of the directors at the meeting
must be members of the cooperative, or
representatives of members that are entities
or members of members that are
cooperative entities.
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(2) The portion of subsection 97(2) of the
Act before paragraph (a) is replaced by the
following:
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| Exception
|
(2) Despite subsection (1), a meeting of
directors may be held without the number of
directors resident in Canada required under
that subsection if
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|
(3) Paragraph 97(2)(b) of the Act is
replaced by the following:
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(b) the required number would have been
present had that director been present at the
meeting.
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|
164. Subsection 98(1) of the Act is
replaced by the following:
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| Participation
|
98. (1) Subject to the by-laws, a director
may, in accordance with the regulations, if
any, participate in a meeting of directors or of
a committee of directors by means of a
telephonic, electronic or other
communication facility that permits all
participants to communicate adequately with
each other during the meeting.
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|
165. Subsection 100(3) of the Act is
replaced by the following:
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| Evidence
|
(3) Unless a ballot is demanded, an entry in
the minutes of a meeting to the effect that the
chairperson of the meeting declared a
resolution to be carried or defeated is, in the
absence of evidence to the contrary, proof of
the fact without proof of the number or
proportion of the votes recorded in favour of
or against the resolution.
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|
166. Paragraph 101(3)(d) of the Act is
repealed.
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|
167. (1) Subsection 102(2) of the Act is
repealed.
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|
(2) Subsection 102(7) of the French
version of the Act is replaced by the
following:
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| Subrogation
|
(7) L'administrateur qui acquitte les dettes
visées au présent article, dont l'existence est
établie au cours d'une procédure soit de
liquidation et de dissolution, soit de faillitte, a
droit à toute priorité qu'aurait pu faire valoir
l'employé et, le cas échéant, est subrogé aux
droits constatés dans le jugement.
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168. Subsection 103(7) of the Act is
repealed.
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|
169. Subsection 104(1) of the Act is
replaced by the following:
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| Voting
|
104. (1) A director who is interested in a
contract or transaction referred to in
subsection 103(1) may not vote on any
resolution to approve the contract or
transaction.
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|
170. Sections 106 and 107 of the Act are
replaced by the following:
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|
| Effect of
disclosure
|
106. A contract or transaction for which
disclosure is required under section 103 is not
invalid, and the director or officer is not
accountable to the cooperative, its members
or its shareholders for any profit realized from
the contract or transaction, because of the
director's or officer's interest in the contract
or transaction or because the director was
present or was counted to determine whether
a quorum existed at the meeting of directors or
committee of directors that considered the
contract or transaction, if
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(a) disclosure of the interest was made in
accordance with sections 103 to 105;
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(b) the directors approved the contract or
transaction; and
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(c) the contract or transaction was
reasonable and fair to the cooperative when
it was approved.
|
|
| Confirmation
|
106.1 Even if the conditions of section 106
are not met, a director or officer, acting
honestly and in good faith, is not accountable
to the cooperative, its members or its
shareholders for any profit realized from a
contract or transaction for which disclosure is
required under section 103 and the contract or
transaction is not invalid by reason only of the
interest of the director or officer in the contract
or transaction if
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(a) the contract or transaction is approved or
confirmed by special resolution at a
meeting of the members;
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(b) disclosure of the interest was made to
the members in a manner sufficient to
indicate its nature before the contract or
transaction was approved or confirmed; and
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|
(c) the contract or transaction was
reasonable and fair to the cooperative when
it was approved or confirmed.
|
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| Court order
|
107. If a director or officer of a cooperative
fails to disclose an interest in a material
contract or transaction in accordance with
section 103, or otherwise fails to comply with
sections 103 to 106.1, a court may, on the
application of the cooperative or a member or
shareholder, set aside the contract or
transaction on any terms that it thinks fit or
order that the director or officer account to the
cooperative, its members or its shareholders
for any profit realized from the contract or
transaction.
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|
171. (1) Paragraph 109(3)(g) of the Act is
replaced by the following:
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(g) pay a commission referred to in section
128, except as authorized by the directors;
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|
(2) Subsection 109(3) of the Act is
amended by striking out the word ``or'' at
the end of paragraph (h), by adding the
word ``or'' at the end of paragraph (i) and
by adding the following after paragraph (i):
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(j) issue investment shares of a series under
section 126 except as authorized by the
directors.
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|
172. Section 111 of the Act is replaced by
the following:
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| Due diligence
|
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, including reliance in good
faith on
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(a) financial statements of the cooperative
represented to the director by an officer of
the cooperative or in a written report of the
auditor of the cooperative fairly to reflect
the financial condition of the cooperative;
or
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(b) a report of a person whose profession
lends credibility to a statement made by the
professional person.
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173. (1) Subsection 113(2) of the Act is
replaced by the following:
|
|
| Advance of
costs
|
(2) A cooperative may advance moneys to
a director, officer or other individual for the
costs, charges and expenses of a proceeding
referred to in subsection (1). The individual
must repay the moneys if 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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|
(2) Paragraph 113(5)(a) of the Act is
replaced by the following:
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|
(a) was not judged by the court or other
competent authority to have committed any
fault or omitted to do anything that the
individual ought to have done; and
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|
174. (1) Subsection 115(1) of the Act is
replaced by the following:
|
|
| 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 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), those powers, is valid.
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|
(2) Subsections 115(3) to (8) of the Act are
replaced by the following:
|
|
| Investment
shareholders
|
(3) A purchaser or transferee of an
investment share that is subject to a
unanimous agreement is deemed to be party to
the unanimous agreement.
|
|
| When no
notice given
|
(4) If notice is not given to the purchaser or
transferee of the existence of a unanimous
agreement, in the manner referred to in
subsection 183(2) or otherwise, 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
|
(5) To the extent that a provision in the
articles of the cooperative, or in a unanimous
agreement, restricts the 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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| Discretion of
shareholders
|
(6) Nothing in this section prevents
members from fettering their discretion when
exercising the powers of directors under a
unanimous agreement.
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|
175. Subsection 123(1) of the Act is
replaced by the following:
|
|
| 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 personal
representative of a member for a debt of that
member to the cooperative.
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|
|
176. The portion of subsection 126(1) of
the Act before paragraph (a) is replaced by
the following:
|
|
| Shares in
series
|
126. (1) The articles may authorize, subject
to any limitations set out in them and subject
to subsection (2), the issue of any class of
investment shares in one or more series and
may do either or both of the following:
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|
177. Subsection 129(1) of the Act is
replaced by the following:
|
|
| Charge on
investment
shares
|
129. (1) Subject to subsection 183(2), the
articles may provide that the cooperative has
a charge on an investment share registered in
the name of a shareholder or the personal
representative of a shareholder for a debt of
the shareholder to the cooperative, including
an amount unpaid as of the date a body
corporate was continued under this Act, in
respect of an investment share issued by it.
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|
178. (1) The portion of subsection 130(1)
of the Act before paragraph (a) is replaced
by the following:
|
|
| Constraints on
shares
|
130. (1) Subject to subsection 290(3), a
distributing cooperative that has issued
investment shares that remain outstanding and
are held by more than one person may, by
special resolution of the members and by a
separate special resolution of the shareholders
of each class, amend its articles to constrain
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(2) Paragraph 130(1)(d) of the Act is
replaced by the following:
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(d) the issue, transfer or ownership of any
investment share to assist the cooperative to
comply with any prescribed law; or
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179. (1) Paragraph 131(1)(b) of the Act is
replaced by the following:
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