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Bill C-91

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First Reading

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	2nd Session, 35th Parliament, 45-46 Elizabeth II, 1996-97
	The House of Commons of Canada
	BILL C-
	An Act respecting cooperatives
Preamble	WHEREAS cooperatives in Canada carry on business in accordance with internationally recognized cooperative principles;
	WHEREAS cooperatives work for the social and economic development of their communities through policies approved by their members;
	WHEREAS the Government of Canada has determined that it is desirable to modernize the law governing those cooperatives;
	NOW, THEREFORE, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

	SHORT TITLE
Short title	1. This Act may be cited as the Canada Cooperatives Act.
	PART 1
	INTERPRETATION AND APPLICATION
	Interpretation
Definitions	2. (1) The definitions in this subsection apply in this Act.
``affairs'' « affaires internes »	``affairs'' means the relationship between a cooperative and its affiliates and their members, shareholders, directors and officers, but does not include the business carried on by those bodies corporate.
``affiliate'' « groupe »	``affiliate'' means an affiliated body corporate within the meaning of subsection (2).
``articles'' « statuts »	``articles'' means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution, articles of revival and articles of correction, and includes any amendments to any of them.
``associate'' « liens »	``associate'', in respect of a relationship with a person, means
	(a) a body corporate of which the person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securities;
	(b) a cooperative entity of which the person beneficially owns more than ten per cent of the voting rights that can be cast at a meeting of the cooperative entity;
	(c) an unincorporated entity of which the person beneficially owns more than ten per cent of the ownership interests;
	(d) a partner of the person acting on behalf of the partnership of which they are partners;
	(e) a trust or an estate or succession in which the person has a substantial beneficial interest or serves as a trustee, administrator, executor or liquidator of a succession or in a similar capacity;
	(f) a spouse or child of the person; and
	(g) a relative of the person, the relative's spouse or a relative of the person's spouse or that relative's spouse, if the relative or spouse has the same residence as the person.
``auditor'' « vérifica- teur »	``auditor'' includes a firm of accountants.
``bearer'' « porteur »	``bearer'', in respect of a security, means the person who is in possession of a security that is payable to bearer or endorsed in blank.
``beneficial ownership'' « véritable proprié- taire »	``beneficial ownership'' includes
	(a) in Quebec, the rights of a beneficiary of a trust that owns property, and ownership of property through one or more administrators of the property of others, mandataries or other legal representatives; and
	(b) in the rest of Canada, ownership of property through one or more trustees, legal representatives, agents or other intermediaries.
``body corporate'' « personne morale »	``body corporate'' includes a cooperative, a cooperative entity, a company or any other body corporate wherever or however incorporated.
``call'' « option d'achat »	``call'' means an option transferable by delivery, to demand delivery of a specified number or amount of securities at a fixed price within a specified time but does not include an option or right to acquire securities of the cooperative that granted the option or right to acquire.
``cooperative' ' « coopérative »	``cooperative'' means a body corporate that is incorporated under this Act and not discontinued under this Act.
``cooperative entity'' « entité coopérative »	``cooperative entity'' means a body corporate that, by the law under which it is organized and operated, must be organized and operated on - and is organized and operated on - cooperative principles.
``court'' « tribunal »	``court'' means the court of first instance of superior jurisdiction of a province.
``debt obligation'' « titre de créance »	``debt obligation'' means a bond, debenture, note or other evidence of indebtedness of an entity, whether secured or unsecured.
``delegate'' « délégué »	``delegate'' means an individual who is appointed or elected to represent a member at a meeting of members.
``Director'' « directeur »	``Director'' means the Director appointed under section 371.
``director'' « adminis- trateur »	``director'' means an individual occupying the position of director, by whatever name called, of a cooperative, and ``board of directors'' or ``directors'' refers to the directors as a body.
``distributing cooperative'' « coopérative ayant fait appel au public »	``distributing cooperative'' means a cooperative any of whose issued securities, other than membership shares or member loans, are or were part of a distribution to the public and remain outstanding and are held by more than one person.
``entity'' « entité »	``entity'' means a body corporate, a trust, a partnership, a fund or an unincorporated organization.
``federation'' « fédération »	``federation'' means a cooperative whose membership is composed substantially of other cooperative entities, federations or leagues of cooperative entities.
``firm of accountants'' « cabinet de comptables »	``firm of accountants'' means a partnership whose partners and accountant employees are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting.
``former Act cooperative'' « coopérative sous le régime de l'ancienne loi »	``former Act cooperative'' means a cooperative that was incorporated under the Canada Cooperative Associations Act.
``holder'' « détenteur »	``holder'' means
	(a) in respect of a security certificate, the person in possession of the certificate issued or endorsed to the person or to bearer or in blank;
	(b) in respect of the ownership of a membership share, the person referred to in section 5; and
	(c) in respect of the ownership of an investment share, the person referred to in section 6.
``incorporated '' « constitué »	``incorporated'', when used with reference to a body corporate that is incorporated by or under an Act of Parliament or of the legislature of a province, includes a body corporate that is continued by or under any such Act.
``incorporator '' « fondateur »	``incorporator'' means a person who signs articles of incorporation.
``individual'' « particulier »	``individual'' means a natural person.
``issuer'' « émetteur »	``issuer'', in respect of a security, means the entity that issues the security.
``investment share'' « part de placement »	``investment share'' means a share in the capital of a cooperative that is not a membership share.
``meeting of a cooperative'' « assemblée d'une coopérative »	``meeting of a cooperative'' means
	(a) a meeting of members of a cooperative, or of a class of members of a cooperative, or
	(b) a meeting of the holders of investment shares of a cooperative, or a class or series of investment shares,
	as the context permits.
``member'' « membre »	``member'' means a member of a cooperative, but does not include an auxiliary member.
``member loan'' « prêt de membre »	``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 and 19 and subsection 163(2), a member loan is deemed to be a member share issued at par value.
``membership share'' « part de membre »	``membership share'' means a share described in section 118.
``Minister'' « ministre »	``Minister'' means the member of the Queen's Privy Council for Canada that is designated by the Governor in Council as the Minister for the purposes of this Act.
``officer'' « dirigeant »	``officer'' includes the chairperson of the board of directors, a vice-chairperson of the board of directors, the president, a vice-president, the secretary, an assistant secretary, the treasurer, an assistant treasurer and the general manager of a cooperative, and any other individual designated as an officer of the cooperative by by-law or by resolution of the directors, or any other individual who performs functions for the cooperative similar to those normally performed by an individual occupying any such office.
``ordinary resolution'' « résolution ordinaire »	``ordinary resolution'' means a resolution passed by a majority - or any greater number set out in the articles or a unanimous agreement - of the votes cast by or on behalf of the persons who are entitled to vote in respect of the resolution.
``patronage return'' « ristourne »	``patronage return'' means an amount that the cooperative allocates among and credits or pays to its members or to its member and non-member patrons based on the business done by them with or through the cooperative.
``person'' « personne »	``person'' means an individual or an entity and includes a legal representative.
``prescribed'' Version anglaise seulement	``prescribed'' means prescribed by regulation.
``proxy'' « procura- tion »	``proxy'' means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder's behalf at a meeting of the shareholders.
``put'' « option de vente »	``put'' means an option transferable by delivery, to deliver a specified number or amount of securities at a fixed price within a specified time.
``redeemable'' « rachetable »	``redeemable'', with respect to an investment share issued by a cooperative, means that the share is one
	(a) that the cooperative may acquire or redeem on the demand of the cooperative; or
	(b) that the cooperative is required by its articles to acquire or redeem at a specified time or on the demand of the holder.
``security'' « valeur mobilière »	``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 Part 19, includes a membership share.
``security interest'' « sûreté »	``security interest'' means an interest in or charge on property of a cooperative to secure payment of a debt or the performance of an obligation of the cooperative.
``send'' « envoyer »	``send'' includes deliver.
``series'' « série »	``series'', in respect of investment shares, means a division of a class of those shares.
``share'' « part »	``share'' means a membership share or an investment share.
``shareholder' ' « détenteur de parts de placement »	``shareholder'' means a person described in section 6.
``special resolution'' « résolution spéciale »	``special resolution'' means a resolution passed by not less than two thirds - or any greater number set out in the articles or a unanimous agreement - of the votes cast by or on behalf of the persons who are entitled to vote in respect of the resolution.
``unanimous agreement'' « convention unanime »	``unanimous agreement'' means an agreement in writing among all members and all shareholders, if any, that contains a provision referred to in subsection 115(1).
Affiliates	(2) For the purposes of this Act,
	(a) a body corporate is affiliated with another body corporate if one of them is a subsidiary of the other, if both are subsidiaries of the same body corporate or if each of them is controlled by the same person; and
	(b) if two bodies corporate are affiliated with the same body corporate at the same time, they are deemed to be affiliated with each other.
Electronic delivery	(3) For the purposes of this Act, a document, notice or other information may be sent or otherwise given electronically if it is sent in accordance with any prescribed requirements and if
	(a) the by-laws or articles do not provide otherwise;
	(b) the recipient asks to receive it electronically or consents to receiving it electronically;
	(c) in the case of electronic sending or giving that does not include direct delivery to the recipient, the recipient receives adequate notice that the information is available and of where it is located; and
	(d) the way of sending or giving permits the recipient to have access to the information and to retain it in a permanent form.

Bill C-91

BILL C-

SHORT TITLE

PART 1

INTERPRETATION AND APPLICATION

Interpretation