Bill C-91

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First Reading

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No other payments permitted	(3) No person may pay or accept compensation for the withdrawal from membership of a member of a non-profit housing cooperative or for any person giving up possession of a housing unit of the cooperative, except as is provided in subsection (2).
Limit on compensation	(4) No person may give or accept, in connection with the allocation or use of a housing unit of the cooperative, compensation that exceeds the housing charges for the housing unit determined in accordance with the by-laws.
Limit on compensation	(5) No person may give or accept, in connection with the allocation or use of a part of a housing unit of the cooperative, compensation that exceeds the amount that, having regard to the portion of the housing unit, would be a reasonable share of the housing charges for the housing unit determined in accordance with the by-laws.
If contravention of subsection (3), (4) or (5)	(6) A person who accepts compensation in contravention of subsection (3), (4) or (5) must pay the amount of the compensation to the cooperative.
Resolution if proposed fundamental change	358. A non-profit housing cooperative may not be a party to a fundamental change to which Part 16 applies unless the change is authorized by a vote of not less than ninety per cent of the members.
	PART 21
	ADDITIONAL PROVISIONS RESPECTING WORKER COOPERATIVES
Definition of ``worker cooperative''	359. (1) For the purposes of this Part, ``worker cooperative'' means a cooperative whose prime objectives are to provide employment to its members and to operate an enterprise in which control rests with the members.
Requirements of articles	(2) The articles of a worker cooperative must provide that
	(a) no person may be admitted to membership unless the person is an individual and an employee of the cooperative; and
	(b) the maximum membership investment payable by a person to be a member may not be more than fifty per cent of their expected annual salary during the first year of their membership, unless any amount in excess of that amount is also paid equally by all persons who are members.
Non-member employees	(3) Despite subsection (2), a worker cooperative may provide employment to non-members if, not later than five years after the incorporation of the cooperative or the acquisition of a business by the cooperative, not less than seventy-five per cent of its permanent employees or those of any entity controlled by it are members.
Permanent employees	(4) For the purpose of subsection (3), the following persons are not permanent employees:
	(a) a person who is employed on a probationary period of less than three years; or
	(b) a person who is under contract for a period of less than two years.
By-laws	360. (1) The by-laws of a worker cooperative must include
	(a) any obligation of a member to provide capital to the cooperative, which capital, if required, must be applied fairly to all members;
	(b) subject to subsections (2) and (3), the manner in which the membership of a member may be terminated;
	(c) the procedure for allocating, crediting or distributing any surplus earnings of the cooperative, including that not less than fifty per cent of those earnings must be paid on the basis of the remuneration earned by the members from the cooperative or the labour contributed by the members to the cooperative;
	(d) the period of probation of an applicant for membership, which may not be longer than three years;
	(e) how work is to be allocated;
	(f) a provision for the laying off or suspending of members when there is a lack of work; and
	(g) a provision for the recall of members to work.
Termination of membership	(2) If the by-laws provide that membership is to be terminated by the directors, the by-laws must include a right of appeal to the members. Despite section 40, the by-laws may require that an appeal from the decision of the directors may only be launched within seven days after the member receives notice of the termination of membership.
Laid-off member	(3) A temporary lay-off of a member does not result in termination of their membership. After a member has been laid off and two years have elapsed after the date of the lay-off without the member having resumed employment with the cooperative, the directors or the members may, in accordance with the by-laws, terminate the membership of the member.
Confirmation on appeal	(4) A decision of the directors to terminate the membership of a member is confirmed if the members, at a duly called meeting of the members, do not reverse the directors' decision.
Deemed confirmation	(5) If a meeting of the members is duly called to consider the appeal of a terminated member and a quorum of members is not available for the meeting, the directors must call a second meeting to be held, despite section 52, not later than seven days after the first meeting. If, at the second meeting, there is no quorum of members, the decision of the directors is deemed to be confirmed.
Name	361. (1) The articles of a worker cooperative must provide that the name of the worker cooperative include the words ``worker cooperative'', ``worker co-operative'', ``worker co-op'', ``coopérative de travailleurs'', ``coop de travailleurs'', ``co-op de travailleurs'', ``coopérative de travail'', ``coop de travail'' or ``co-op de travail''.
Directors	(2) Despite anything in this Act,
	(a) not less than eighty per cent of the directors of a worker cooperative must be members that are employees of the cooperative; and
	(b) the general manager of a worker cooperative may be a director.
Reorganiza- tion	(3) A worker cooperative may not be a party to a fundamental change to which Part 16 applies unless the change is authorized by a vote of not less than ninety per cent of the members.
Dissolution	(4) Unless otherwise provided in the articles, on dissolution of a worker cooperative, not less than twenty per cent of the surplus of the cooperative, after the payment of its liabilities, must be distributed to another cooperative, a non-profit entity or a charitable entity before any distribution is made to a member or shareholder.
	PART 22
	GENERAL
	Notices
Notice to members, shareholders and directors	362. (1) A notice or document required by this Act, the regulations, the articles, the by-laws or a unanimous agreement to be sent to a member, shareholder or director may be sent to
	(a) the member at the member's latest address as shown in the records of the cooperative;
	(b) the shareholder at the shareholder's latest address as shown in the records of the cooperative or its transfer agent; and
	(c) the director at the director's latest address as shown in the records of the cooperative or in the last notice sent under section 81 or 91.
Effect of notice	(2) A director named in a notice sent by a cooperative to the Director under section 81 or 91 is presumed for the purposes of this Act to be a director of the cooperative referred to in the notice.
Deemed receipt	(3) A notice or document sent in accordance with subsection (1) to a member, shareholder or director is deemed to have been received seven days after it was sent unless there are reasonable grounds to believe that the member, shareholder or director did not receive the notice or document at that time or at all.
Undelivered notice	(4) If a cooperative sends a notice or document to a member or shareholder in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the member or shareholder cannot be found, the cooperative is not required to send any further notices or documents to the member or shareholder until the cooperative is informed in writing of their new address.
Notice to a cooperative	363. (1) A notice or document that is required to be sent to a cooperative may be sent to the cooperative's registered office shown in the last notice of registered office filed with the Director and, if so sent, is deemed to have been received seven days after it was sent unless there are reasonable grounds to believe that the cooperative did not receive the notice or document at that time or at all.
Service on a cooperative	(2) A notice or document that is required to be served on a cooperative may be served on it at the cooperative's registered office shown in the last notice of registered office filed with the Director.
Waiver of notice	364. When a notice or document is required by this Act or the regulations to be sent, the sending of the notice or document may, subject to a unanimous agreement, be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person who is entitled to it.
	Certificates
Certificate of Director	365. (1) When this Act requires or authorizes the Director to issue a certificate or to certify a fact, the certificate must be signed by the Director or by a Deputy Director authorized under section 371.
Evidence	(2) Except in a proceeding under section 312 to dissolve a cooperative, a certificate referred to in subsection (1) or a certified copy of one, when introduced as evidence in a civil, criminal, administrative, investigative or other action or proceeding, is conclusive proof of the facts so certified without proof of the signature or official character of the person appearing to have signed it.
Certificate of cooperative	366. (1) A certificate that is issued on behalf of a cooperative stating a fact that is set out in the articles, the by-laws, a unanimous agreement or the minutes of the meetings of the directors, a committee of directors, the members or the shareholders, or in a trust indenture or other contract to which the cooperative is a party, may be signed by a director, officer or transfer agent of the cooperative.
Proof	(2) When introduced as evidence in a civil, criminal, administrative, investigative or other action or proceeding, the following things are, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate:
	(a) a fact stated in a certificate referred to in subsection (1);
	(b) a certified extract from a securities register or a members' register of a cooperative; and
	(c) a certified copy of minutes or certified extract from minutes of a meeting of members, shareholders, directors or a committee of directors.
Security certificate	(3) An entry in a securities register of, or a security certificate issued by, a cooperative is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered is the owner of the securities described in the register or certificate.
Membership certificate	(4) An entry in a members' register of, or a certificate of membership or a membership share certificate issued by, a cooperative is, in the absence of evidence to the contrary, proof that the person whose name appears in it or on it is a member or owns the membership shares as set out in the membership share certificate or the register.
	Notices and Documents
Signature of declarations	367. (1) A declaration of the directors provided to the Director in accordance with subsection 285(4) or (5), 287(1), 291(1), 299(2) or 308(2) is sufficient if it is signed by a director or officer authorized to do so by resolution of the directors.
Director may rely on declarations	(2) The Director may, for all purposes of this Act, rely on a declaration provided under paragraph 10(d) or (e) or a declaration of the directors referred to in subsection (1).
Copies	368. (1) When a notice or document is required to be sent to the Director under this Act, the Director may accept a photostatic or photographic copy of it.
Electronic or other submission of documents, information or fees	(2) Subject to the regulations, a document, information or a fee that is authorized or required to be submitted to the Director under this Act may be submitted in electronic or other form in any manner fixed by the Director.
Time of receipt	(3) For the purposes of this Act, a document, information or a fee that is submitted in accordance with subsection (2) is deemed to have been received by the Director at the time provided by the regulations.
Storage of documents or information in electronic or other form	(4) Subject to the regulations, a document or information that is received by the Director under this Act in electronic or other form may be entered or recorded by an information storage device, including a system of mechanical or electronic data processing, that is capable of reproducing stored documents or information in intelligible form within a reasonable time.
When notices or documents need not be sent	369. The Director may, on any conditions that the Director considers appropriate, determine that notices or documents or classes of notices or documents need not be sent to the Director under this Act if they are notices or documents that contain information similar to information contained in notices or documents required to be made public under any other Act of Parliament or under an Act of the legislature of a province.
Proof required by Director	370. (1) The Director may require that a document or a fact stated in a document required by this Act or the regulations to be sent to the Director be verified in accordance with subsection (2).
Form of proof	(2) A document or fact that the Director requires to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

Bill C-91

PART 21

ADDITIONAL PROVISIONS RESPECTING WORKER COOPERATIVES

PART 22

GENERAL

Notices

Certificates

Notices and Documents