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Bill C-91

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SUMMARY

This enactment modernizes the law governing Canadian cooperatives so as to meet their needs. This modernization strengthens and clarifies the corporate governance rules relating to cooperatives and provides them with the ability to take advantage of financing vehicles available to other business entities.

EXPLANATORY NOTES

Canada Business Corporations Act

Clause 380: Subsection 186.1(1) reads as follows:

186.1 (1) Subject to subsection (2), a corporation may not amalgamate with one or more bodies corporate pursuant to the Bank Act, the Canada Cooperative Associations Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act unless the corporation is first authorized to do so by the shareholders in accordance with section 183.

Clause 381: Subsection 188(2.1) reads as follows:

(2.1) A corporation that is authorized by the shareholders in accordance with this section may apply to the appropriate Minister for its continuance under the Bank Act, the Canada Cooperative Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act.

Cooperative Credit Associations Act

Clause 382: Sections 32 and 33 read as follows:

32. (1) An association may, with the approval in writing of the Minister, apply for a certificate of continuation under section 7 of the Canada Cooperative Associations Act.

(2) No approval referred to in subsection (1) may be given to an association unless the Minister is satisfied that the application of the association for a certificate of continuation under the Canada Cooperative Associations Act has been authorized by a special resolution of the members.

33. On the day specified in the certificate referred to in subsection 32(1), the Canada Cooperative Associations Act applies and this Act ceases to apply to the body corporate continued under that Act.

Clause 383: Subsection 35(2) reads as follows:

(2) Notwithstanding the Canada Cooperative Associations Act, an association may use the word ``cooperative'' or ``coopérative'', or any abbreviation of that word, in its name.

Clause 384: The relevant portion of section 50 reads as follows:

50. If, at any time, the membership in an association does not include at least two central cooperative credit societies or ten local cooperative credit societies as described in section 24, the association shall forthwith take such steps as are necessary to

    (a) apply for a certificate of continuation under section 7 of the Canada Cooperative Associations Act; or