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Bill C-91

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First Reading

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	Appointment of Director
Appointment	371. The Minister may appoint a Director and one or more Deputy Directors to perform the duties and exercise the powers of the Director under this Act.
	Regulations
Regulations	372. The Governor in Council may make regulations
	(a) providing for anything that by this Act is to be prescribed or provided for by the regulations;
	(b) defining, enlarging or restricting the meaning of any word or expression used but not defined in this Act;
	(c) prescribing the format and contents of annual returns, notices and other documents required to be sent to, or to be issued by, the Director;
	(d) prescribing the fees or the manner of determining the fees that may be charged in respect of the filing, verification or copying of a document under this Act or under a regulation made under this Act, or in respect of any services provided by the Director;
	(e) respecting the payment of any prescribed fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;
	(f) prescribing the contents and electronic or other form of notices and documents required to be sent or issued by the Director;
	(g) respecting the giving or issuance of notices and documents in electronic or other form, including
	(i) the notices and documents that may be sent or issued in electronic or other form,
	(ii) the persons or classes of persons by whom they may be sent or issued,
	(iii) their signature in electronic or other form or their execution, adoption or authorization in a manner that under the regulations is to have the same effect for the purposes of this Act as their signature, and
	(iv) the time and date when they are deemed to be received;
	(h) prescribing rules with respect to exemptions permitted by this Act; and
	(i) prescribing that, for the purpose of paragraph 247(1)(a), the standards as they exist from time to time of an accounting body named in the regulations are to be followed.
	Statements
Definition of ``statement''	373. (1) In this section, ``statement'' means a statement of intent to dissolve and a statement of revocation of intent to dissolve referred to in section 310.
Execution and filing	(2) When this Act requires that articles or a statement relating to a cooperative be sent to the Director,
	(a) the articles or statement must be signed by a director or officer or, in the case of articles of incorporation, by the incorporators; and
	(b) on receiving the articles or statement in the form that the Director has fixed, any other required documents and the prescribed fees, the Director must
	(i) record the date on which it is received,
	(ii) subject to sections 12, 285, 292, 299 and 308, issue the appropriate certificate,
	(iii) file the certificate, articles or statement, or a copy, image or photographic, electronic or other reproduction of it,
	(iv) send the certificate, articles or statement, or a copy, image or photographic, electronic or other reproduction of it, to the cooperative or its representative, and
	(v) publish a notice of the issuance of the certificate in a publication generally available to the public.
Date of certificate	(3) A certificate referred to in subsection (2) that is issued by the Director may be dated as of the date of the receipt of the articles, statement or court order pursuant to which the certificate was issued or as of any later date specified by the court or person who signed the articles or statement.
Signature	(4) A signature required on a certificate issued by the Director under this Act may be printed or otherwise reproduced on the certificate or may be made in accordance with the regulations.
Date of certificate	(5) Despite subsection (3), a certificate of discontinuance may be dated as of the day a cooperative amalgamates under another Act or is continued.
Annual return	374. Every cooperative must send the Director an annual return in the form, and on the date, that the Director fixes.
Certificate	375. The Director may provide any person with a certificate that a cooperative has sent to the Director a document required to be sent, or has paid any fees prescribed.
Alteration	376. (1) The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized to do so by the person who sent the document or by their representative.
Corrections	(2) If a certificate that contains an error is issued to a cooperative by the Director, the directors, members or shareholders must, on the request of the Director, pass the resolutions and send the documents required to comply with this Act, and take any other steps that the Director may reasonably require. The Director may demand the surrender of the certificate and issue a corrected certificate.
Date of corrected certificate	(3) A certificate corrected under subsection (2) must bear the date of the certificate it replaces.
Notice	(4) If a corrected certificate issued under subsection (2) materially amends the terms of the original certificate, the Director must without delay give notice of the correction in a publication generally available to the public.
Inspection	377. (1) A person who has paid the prescribed fee is entitled during usual business hours to examine a document required by this Act or the regulations to be sent to the Director, except a report sent under subsection 330(2), and to make copies of it or take extracts from it.
Copies and extracts	(2) The Director must provide any person with a copy, extract, certified copy or certified extract of a document required by this Act or the regulations to be sent to the Director, except a report sent under subsection 330(2).
	Records
Records of Director	378. (1) Records required by this Act to be maintained by the Director may be in bound or loose-leaf form or in photographic film form, or may be entered or recorded by a system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.
Obligation	(2) If records that are maintained by the Director are maintained other than in written form,
	(a) the Director must provide any copy required to be provided under subsection 377(2) in intelligible written form; and
	(b) a report reproduced from those records, if it is certified by the Director, is admissible in evidence to the same extent as the original written records would have been.
Retention of records	(3) The Director is not required to produce any document, other than a certificate and attached articles or statement filed under section 373, more than six years after the date it is received.
Form of publication	(4) Information or notices required by this Act to be summarized in a publication generally available to the public or to be published by the Director may be made available to the public or published by a system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information or notice in intelligible form within a reasonable time.
	PART 23
	CONTINUANCE
Continuance under this Act	379. (1) Subject to paragraphs 7(3)(b) and (c), on the coming into force of this subsection,
	(a) each former Act cooperative is deemed to be a cooperative incorporated under this Act;
	(b) any provision contained in the articles of association and the charter by-laws of a former Act cooperative that is required to be contained in the articles of incorporation of a cooperative under this Act is deemed to be contained in the articles of that cooperative; and
	(c) any share that has been issued by the cooperative that is not a membership share is deemed to be an investment share.
Amendment to articles	(2) Each former Act cooperative must, not later than five years after the coming into force of this subsection, amend its articles so that they comply with section 11 and file them with the Director.
Failure to comply	(3) If a cooperative referred to in subsection (1) does not comply with subsection (2), the Director may, after giving not less than one hundred and eighty days notice after the end of the five years to the cooperative, dissolve the cooperative.
No member or shareholder rights	(4) Any amendment to the articles of a cooperative to comply with subsection (2) does not give rise to any rights by a member or shareholder under section 302.
	PART 24
	CONSEQUENTIAL AMENDMENTS, REPEAL AND COMING INTO FORCE
	Consequential Amendments
R.S., c. C-44; 1994, c. 24, s. 1 (F)	Canada Business Corporations Act
1994, c. 24, s. 21	380. *Subsection 186.1(1) of the Canada Business Corporations Act* is replaced by the following:**
Amalgama- tion under other federal Acts	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 Cooperatives 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.
1994, c. 24, s. 22(2)	381. Subsection 188(2.1) of the Act is replaced by the following:
Continuance (other federal Acts)	(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 Cooperatives Act , the Insurance Companies Act or the Trust and Loan Companies Act.
1991, c. 48	Cooperative Credit Associations Act
	382. *Sections 32 and 33 of the Cooperative Credit Associations Act* are replaced by the following:**
Transferring to Canada Cooperatives Act	32. (1) An association may, with the approval in writing of the Minister, apply for a certificate of continuance under subsection 285(1) of the Canada Cooperatives Act .
Conditions for approval	(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 continuance under the Canada Cooperatives Act has been authorized by a special resolution of the members.
Effect of certificate	33. On the day specified in the certificate referred to in subsection 32(1), the Canada Cooperatives Act applies and this Act ceases to apply to the body corporate continued under that Act.
	383. Subsection 35(2) of the Act is replaced by the following:
Use of ``cooperative' '	(2) Notwithstanding the Canada Cooperatives Act , an association may use the word ``cooperative'' or ``coopérative'', or any abbreviation of that word, in its name.
	384. Paragraph 50(a) of the Act is replaced by the following:

	(a) apply for a certificate of continuance under subsection 285(1) of the Canada Cooperatives Act ; or
	Repeal
Repeal of R.S., c. C-40	*385. The Canada Cooperative Associations Act* is repealed.**