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Bill C-91

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First Reading

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	Lists
List of persons entitled to receive notice	61. (1) A cooperative must prepare an alphabetical list of its members as of the record date established under subsection 51(2) or, if the by-laws provide for delegates, of the delegates, who are entitled to receive notice of and vote at a meeting of members.
Entitlement to vote - members' meetings	(2) Subject to subsection 7(3), a member or delegate whose name appears on the list referred to in subsection (1) is entitled to one vote at a meeting of members.
List of shareholders entitled to vote	(3) If a record date for voting is fixed under subsection 51(4), a cooperative must prepare, no later than ten days after the record date, an alphabetical list of shareholders who are entitled to vote as of the record date at a meeting of shareholders that shows the number of investment shares held by each shareholder.
Entitlement to vote	(4) A shareholder named in the list referred to in subsection (3) is entitled to vote the investment shares opposite their name at the meeting to which the list relates.
List of shareholders entitled to receive notice	(5) If a record date for voting is not fixed under subsection 51(4), a cooperative must prepare, not later than ten days after a record date for notice of meeting is fixed under subsection 51(3) or not later than the record date referred to in subsection 51(5), as the case may be, an alphabetical list of shareholders who are entitled to receive notice of a meeting of shareholders as of the record date that shows the number of shares held by each shareholder.
Entitlement to vote	(6) A shareholder whose name appears on the list referred to in subsection (5) is entitled to vote the investment shares shown opposite their name at the meeting to which the list relates, except to the extent that
	(a) the shareholder has transferred the ownership of any of those investment shares after the record date, and
	(b) the transferee of those investment shares demands, not later than ten days before the meeting, or any shorter period that the by-laws of the cooperative provide, that the transferee's name be included in the list before the meeting and produces properly endorsed investment share certificates or otherwise establishes that the transferee owns the investment shares,
	in which case the transferee may vote the shares at the meeting.

Examination of list	(7) A person who is entitled to vote at a meeting of a cooperative may examine a list that relates to the meeting
	(a) during usual business hours at the registered office of the cooperative or at the place where its records of members and shareholders are maintained; and
	(b) at the meeting for which the list was prepared.
	Procedure
Quorum	62. (1) Unless the by-laws provide otherwise, a quorum is present at a meeting of the cooperative if persons holding a majority of the voting rights that may be exercised at the meeting are present in person or represented in a manner provided for by this Act or permitted by the by-laws.
Opening quorum sufficient	(2) If a quorum is present at the opening of a meeting, the persons who are present and entitled to vote may, unless the by-laws provide otherwise, proceed with the business of the meeting even though a quorum is not present throughout the meeting.
Adjournment	(3) If a quorum is not present at the opening of a meeting, the persons who are present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business.
Represen- tative	63. (1) If an entity is entitled to vote at a meeting of a cooperative, the cooperative must recognize any individual authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of the cooperative.
Powers of representa- tive	(2) An individual who is authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if it were an individual.
Joint voting - members	64. (1) Unless the by-laws provide otherwise, each joint member may vote at a meeting of members.
Joint voting - shareholders	(2) Unless the articles provide otherwise, if two or more persons hold investment shares jointly, one of those holders present at a meeting of shareholders may, in the absence of the others, vote the investment shares, but if two or more of those persons who are present vote, in person or by proxy, they vote as one on the investment shares jointly held by them.
Voting by show of hands	65. (1) Unless the by-laws provide otherwise, voting at a meeting of a cooperative takes place by a show of hands except when a ballot is demanded by a person who is entitled to vote at the meeting.
Ballot	(2) A person who is entitled to vote at a meeting may demand a ballot either before or after a vote by show of hands.
Resolution in lieu of meeting	66. (1) Unless the by-laws provide otherwise, and except when a written statement is submitted under section 89 or subsection 260(4), a resolution in writing signed by all the persons who are entitled to vote on that resolution at a meeting of the cooperative is as valid as if it had been passed at such a meeting.
Resolution	(2) A resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of a cooperative, and signed by all the persons who are entitled to vote at the meeting, satisfies all the requirements of this Act relating to meetings.
Copies of resolutions	(3) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meeting.
Proof	67. An entry in the minutes of a cooperative of a vote taken under section 65 or a resolution made under section 66 is, in the absence of evidence to the contrary, proof of the outcome of the vote or resolution.
One shareholder meeting	68. If a cooperative has only one shareholder, or only one holder of any class or series of investment shares, the shareholder present in person or represented by proxy constitutes a meeting of the shareholders or a meeting of shareholders of that class or series.
	Requisitions
Requisition of meeting	69. (1) Two or more persons who together hold not less than five per cent of the voting rights that could be exercised at a meeting of a cooperative may requisition the directors to call such a meeting for the purposes stated in the requisition.
Form	(2) The requisition
	(a) must state the business to be transacted at the meeting and be sent to each director and to the registered office of the cooperative; and
	(b) may consist of several documents of like form, each signed by one or more persons who are entitled to vote at the meeting.
Directors calling meeting	(3) On receipt of the requisition, the directors must call a meeting to transact the business stated in the requisition unless
	(a) the directors have called a meeting and given notice of it under section 52;
	(b) the business of the meeting as stated in the requisition includes matters described in any of paragraphs 58(4)(b) to (e); or
	(c) the business of the meeting as stated in the requisition includes a matter
	(i) in the case of a requisition by a member, outside the powers of the members, and
	(ii) in the case of a requisition by a shareholder, outside the powers of the shareholders.
Member or shareholder calling meeting	(4) If the directors do not call a meeting within twenty-one days after receiving the requisition, any person who signed the requisition may call the meeting unless any of paragraphs (3)(a) to (c) applies.
Procedure	(5) A meeting called under this section must be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws, a unanimous agreement and this Act.
Reimburse- ment	(6) Unless the persons who are present and entitled to vote at a meeting called under subsection (4) resolve otherwise, the cooperative must reimburse the persons who signed the requisition for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.
	Other Methods of Calling Meetings
If meeting not called when required	70. (1) A member or a director, or a shareholder who is entitled to vote at a meeting of the cooperative, may call the meeting if it is not called within the time required by the Act, the articles, the by-laws or any unanimous agreement.
Valid meeting	(2) A meeting called, held and conducted under this section is for all purposes a meeting duly called, held and conducted.
Meeting called by court	71. (1) A court, on the application of a director or a person who is entitled to vote at a meeting, may order a meeting of a cooperative to be called, held and conducted within the time and in the manner that the court directs, if
	(a) it is not feasible to call the meeting within the time and in the manner in which those meetings are to be called;
	(b) it is not feasible to conduct the meeting in the manner required by this Act, the by-laws and any unanimous agreement; or
	(c) the court thinks the meeting should be called, held and conducted in the manner it directs for any other reason.
Varying quorum	(2) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted under this section.
Valid meeting	(3) A meeting called, held and conducted under this section is for all purposes a meeting duly called, held and conducted.
Court review of election	72. (1) A cooperative, a director or any person who is entitled to vote in the election or appointment of a director or an auditor may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the cooperative.
Powers of court	(2) On an application under subsection (1), a court may make any order it thinks fit, including an order
	(a) restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;
	(b) declaring the result of a disputed election or appointment;
	(c) requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the cooperative until a new election is held or a new appointment is made; or
	(d) determining the voting rights of persons claiming to be entitled to vote.
	By-laws
Making or amendment of by-law by members	73. (1) The members may, by special resolution, make, amend or repeal any by-law that regulates the business and affairs of the cooperative.
Making or amendment of by-law by directors	(2) Unless the by-laws of a cooperative provide otherwise, the directors may, by special resolution, make a by-law or amend a by-law of the cooperative, but only if the by-law or amendment is not contrary to a by-law made by the members.
Approval	(3) The directors must present a by-law or an amendment to a by-law that is made under subsection (2) to the members at the next meeting of members and the members may, by special resolution, confirm or amend it.
By-law not confirmed	(4) If a by-law or an amendment to a by-law made by the directors is not confirmed, with or without amendments, under subsection (3), the by-law or amendment is repealed as of the date of the meeting of members at which it was not confirmed.
Proposal of by-law	74. A member may, in accordance with section 58, make a proposal to make, amend or repeal a by-law.
Effective date of by-law	75. (1) A by-law or an amendment to or repeal of a by-law made by the members is effective from the later of the date of the resolution made under subsection 73(1) and the date specified in the by-law, amendment or repeal.
Effective date of by-law	(2) A by-law or an amendment to a by-law made by the directors is effective from the later of the date the by-law is made or amended by the directors and the date specified in the by-law, until it is confirmed, with or without amendment, under subsection 73(3) or repealed under subsection 73(4) and, if the by-law is confirmed, or confirmed as amended, it is in effect in the form in which it was so confirmed.
If by-law not approved	(3) If a by-law or an amendment to a by-law made by the directors under subsection 73(2) is not submitted by the directors to the next meeting of the members as required under subsection 73(3), the by-law or amendment ceases to be effective from the date of that meeting.
New resolution of directors	(4) If a by-law or an amendment to a by-law made by the directors under subsection 73(2) is repealed under subsection 73(4) or ceases to be effective under subsection (3), no subsequent resolution of the directors to make or amend a by-law that has substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the members.

Bill C-91

Lists

Procedure

Requisitions

Other Methods of Calling Meetings

By-laws