Bill C-91
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Incorporation |
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Issuance of
certificate of
incorporation
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12. (1) The Director must issue a certificate
of incorporation for a cooperative if the
Director is satisfied that
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Reliance on
certificate
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(2) For the purposes of paragraphs (1)(b)
and (c), the Director may rely on the articles
and the declarations required by section 10.
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Date of
existence and
effect
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13. On the day set out in its certificate of
incorporation, a cooperative comes into
existence and the incorporators become
members of the cooperative.
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By-laws |
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Adoption of
by-laws
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14. Without delay after the issuance of the
certificate of incorporation, a meeting of the
members must be held to make by-laws for the
cooperative.
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By-laws -
mandatory
provisions
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15. (1) The by-laws of a cooperative must
provide for
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By-laws -
other
provisions
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(2) The by-laws of a cooperative may
provide for
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Binding effect
of by-laws
and articles
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16. The articles and by-laws of a
cooperative bind it and its members to the
same extent as if they
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Copies of
by-laws and
articles to
members
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17. (1) Each member and shareholder may
on request, not more than once in each
calendar year, receive free of charge one copy
of the articles and by-laws, and one copy of
any amendments to the articles and by-laws,
of the cooperative.
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Copies of
by-laws to
creditors and
shareholders
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(2) The cooperative must provide each
creditor, on payment of a reasonable fee, with
a copy of the articles and by-laws of the
cooperative.
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Cooperative Basis |
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Cooperative
basis
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18. (1) Every cooperative must be
organized and operated and must carry on
business on a cooperative basis.
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Complaint
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(2) A person may make an application to the
court in accordance with section 329 if the
person has a complaint that
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Pre-incorporation Contracts |
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Pre- incorporation contracts
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19. (1) Subject to this section, a person who
enters into, or purports to enter into, a written
contract in the name of or on behalf of a
cooperative before it comes into existence is
personally bound by the contract and is
entitled to its benefits, unless the contract
expressly provides otherwise.
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Adoption by
cooperative
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(2) A cooperative may, within a reasonable
time after it comes into existence, adopt a
contract that was made in its name or on its
behalf before it came into existence by any act
or conduct that signifies the cooperative's
intention to be bound by the contract.
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Effect of
adoption
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(3) If a cooperative adopts a contract under
this section,
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Court order
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(4) Whether or not a cooperative has
adopted a contract, the court may, on
application by a party to the contract,
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Name |
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Required
name
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20. (1) A cooperative must have the word
``cooperative'', ``co-operative'', ``coop'',
``co-op'', ``coopérative'', ``united'' or
``pool'', or another grammatical form of any
of those words, as part of its name.
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Use of
abbreviation
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(2) A cooperative that has the word
``cooperative'', ``co-operative'', ``coop'',
``co-op'' or ``coopérative'', or another
grammatical form of any of those words, as
part of its name may use and be legally
designated by any of those words or forms.
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Business
restriction
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(3) If the business of a cooperative is
restricted by its articles or by a resolution of its
members to a specific business purpose, the
cooperative must have as part of its name one
or more words that suggest the nature of the
restriction.
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Alternate
form
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(4) The name of a cooperative may be set
out in its articles in an English form, a French
form, an English form and a French form, or
a combined English and French form, so long
as the form meets any criteria contained in a
regulation made under subsection (5). The
cooperative may use and be legally designated
by any such form.
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Regulations
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(5) The Director may make regulations
prescribing the criteria for what constitutes an
English form and a French form, and a
combined English and French form, of the
names of cooperatives.
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Identification
outside
Canada
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(6) A cooperative may set out in its articles
its name in any language form and, if it does,
it may use and be legally designated outside
Canada by its name in that form.
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Publication of
name
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(7) A cooperative must set out its name in
legible characters in all contracts, invoices,
negotiable instruments and orders for things
or services made by or on behalf of the
cooperative and in all documents filed with
the Director under this Act.
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Other name
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21. Subject to subsection 20(3) and section
23, a cooperative may carry on business or
identify itself by a name or style other than as
set out in its articles.
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Reservation of
name
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22. The Director may, on request, reserve
for ninety days a name for an intended
cooperative or for one that intends to change
its name.
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Prohibited
names
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23. A cooperative may not be incorporated
with, have, carry on business under or identify
itself by a name that is
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Direction to
change name
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24. (1) The Director may direct a
cooperative to change its name if the
cooperative's name contravenes section 23
when the cooperative comes into existence or
is continued.
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Revocation of
name
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(2) If a cooperative has not complied with
a direction under subsection (1) within sixty
days after it is served with a written copy of the
direction, the Director may issue a certificate
of amendment revoking the name of the
cooperative and assigning a new name to it.
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Undertaking
to change
name
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(3) If a cooperative acquires a name as a
result of a person undertaking to dissolve or to
change names, and the undertaking is not
honoured, the Director may direct the
cooperative to change its name in accordance
with section 289, unless the undertaking is
honoured within the period specified in
subsection (2).
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Amendment
of articles
when
certificate of
amendment
issued
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(4) The articles of the cooperative are
deemed to be amended accordingly on the
date shown in the certificate of amendment
issued under subsection (2).
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Notice of
revocation
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(5) On issuing a certificate of amendment
under subsection (2), the Director must give
notice of the change of name without delay in
a publication generally available to the public.
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Prohibition on
use of name
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25. Every entity, other than a cooperative
incorporated under this Act or a body
corporate incorporated by or under the
authority of another Act of Parliament or an
Act of the legislature of a province, is guilty of
an offence if the entity uses or authorizes the
use of the word ``cooperative'',
``co-operative'', ``co-op'', ``coop'',
``coopérative'' or ``pool'', or another
grammatical form of any of those words, as
part of its name or in any manner in connection
with the conduct of its business so that the
entity could reasonably be considered to be
holding itself out as carrying on business as a
cooperative entity.
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PART 3 |
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CAPACITY AND POWERS |
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Legal capacity
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26. (1) Subject to this Act, a cooperative
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By-laws not
required to
confer powers
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(2) It is not necessary for a cooperative to
pass a by-law in order to confer any particular
power on a cooperative or its directors.
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Powers
outside the
jurisdiction
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27. (1) Subject to this Act, a cooperative has
the capacity to carry on its business, conduct
its affairs and exercise its powers in any
jurisdiction outside Canada to the extent and
in the manner that the laws of that jurisdiction
permit.
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Business
restriction
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(2) No cooperative and no subsidiary of a
cooperative may carry on any business
contrary to a restriction set out in the articles
of the cooperative.
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Validity of
acts
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(3) No act of a cooperative, including a
transfer of property, is invalid by reason only
that the act is contrary to its articles or this Act.
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Constructive
notice
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(4) A member of a cooperative is deemed to
have knowledge of the content of the articles
and by-laws of the cooperative.
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No
constructive
notice
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(5) Subject to subsection (4), no person is
deemed to have knowledge of the content of
a document by reason only that it is filed with
the Director or is available for inspection at
the cooperative.
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Assertions
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28. (1) No cooperative and no guarantor of
an obligation of a cooperative may assert
against a person dealing with the cooperative
or against a person who acquired rights from
the cooperative that
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Exception
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(2) Subsection (1) does not apply in respect
of a person who has, or ought to have,
knowledge to that effect by virtue of their
relationship to the cooperative.
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