Bill C-91
If you have any questions or comments regarding the accessibility of this publication, please contact us at accessible@parl.gc.ca.
|
Purpose and Application |
|
Purposes of
Act
|
3. (1) The purposes of this Act are
|
|
|
|
|
|
|
|
Carrying on
business in
more than one
place
|
(2) No cooperative may be incorporated
under this Act unless
|
|
|
|
|
|
|
|
Application
|
(3) This Act applies to cooperatives
incorporated under this Act that have not been
discontinued.
|
|
Non-appli- cation of certain Acts
|
(4) No provision of the Canada Business
Corporations Act, the Canada Corporations
Act, chapter C-32 of the Revised Statutes of
Canada, 1970, or the Winding-up and
Restructuring Act applies to a cooperative.
|
|
Limitation on
business that
can be carried
on
|
(5) No cooperative may carry on the
business of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prohibition on
granting
degrees
|
(6) No cooperative may carry on business as
a degree-granting educational institution
unless expressly authorized to do so by a
federal or provincial agent that by law has the
power to confer degree-granting authority on
an educational institution.
|
|
Control
|
4. (1) For the purposes of this Act,
|
|
|
|
|
|
|
|
Holding body
corporate
|
(2) A body corporate is the holding body
corporate of another if that other body
corporate is its subsidiary.
|
|
Subsidiary
|
(3) A body corporate is a subsidiary of
another body corporate if
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deemed
distribution to
the public
|
(4) For the purposes of this Act, securities
of a cooperative issued on a conversion of, or
in exchange for, other securities are deemed to
be securities that are part of a distribution to
the public if those other securities were part of
a distribution to the public.
|
|
Distribution to
the public
|
(5) Subject to subsection (6), for the
purposes of this Act, a security of a body
corporate
|
|
|
|
|
|
|
|
Exemption
|
(6) On the application of a cooperative, the
Director may determine that a security of the
cooperative is not or was not part of a
distribution to the public if the Director is
satisfied that the determination would not
prejudice any security holder of the
cooperative.
|
|
|
Share Ownership |
|
Membership
share
ownership
|
5. A member is a holder of a membership
share of a cooperative when, according to the
members' register of the cooperative, the
member is the owner of the membership share
or is entitled to be entered in the members'
register or like record of the cooperative as the
owner of the membership share.
|
|
Investment
share
ownership
|
6. A person is a shareholder of a cooperative
when, according to the securities register of
the cooperative, the person is the owner of an
investment share or is entitled to be entered in
the securities register or like record of the
cooperative as the owner of the investment
share.
|
|
|
Cooperative Basis |
|
Cooperative
basis
|
7. (1) For the purposes of this Act, a
cooperative is organized and operated on a
cooperative basis if
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restrictions
|
(2) Paragraph (1)(a) is subject to any
restrictions on the classes of persons to which
membership may be available that may
reasonably relate to any business restriction
set out in the articles of the cooperative and to
the reasonable commercial ability of the
cooperative to provide services to prospective
members, as long as the restrictions are
consistent with applicable laws with respect to
human rights.
|
|
Exception
|
(3) Despite paragraph (1)(b),
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PART 2 |
|
|
INCORPORATION, STRUCTURE AND ORGANIZATION |
|
|
Incorporators |
|
Incorporators
|
8. (1) An application for incorporation of a
cooperative may be made by a minimum of
three persons, or by one or more federations,
who intend to be members of the cooperative.
|
|
Persons who
may not be
incorporators
|
(2) A person may not make an application
under subsection (1) if the person is
|
|
|
|
|
|
|
|
|
|
|
|
Capital Structure |
|
Capital
structure
|
9. A cooperative may be incorporated with
or without membership shares and with or
without the power to issue investment shares.
|
|
|
Application for Incorporation |
|
Application
|
10. An application for incorporation is
made by sending the following to the Director:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Articles of Incorporation |
|
Articles
|
11. (1) Articles of incorporation must be in
the form fixed by the Director and contain the
following particulars:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
provisions
|
(2) The articles may set out any provisions
that could be set out in the by-laws of the
cooperative and if they do, any reference in
this Act to the by-laws of the cooperative is
also a reference to those provisions of the
articles.
|
|
Special
majorities
|
(3) Subject to subsection (4), the articles or
a unanimous agreement may require a greater
number of votes of directors, members or
shareholders than is required by this Act to
effect an action.
|
|
Voting
number
|
(4) Neither the articles nor a unanimous
agreement may require, in order to remove a
director or delegate, that more than a majority
of the votes cast by or on behalf of the persons
who are entitled to vote be so cast.
|
|
Signatures
|
(5) The articles must be signed by the
incorporators.
|
|