;

Bill C-91

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First Reading

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No personal liability	29. The members and shareholders of a cooperative, by reason only of being members or shareholders, are not liable for any liability, act or default of the cooperative, except as provided in this Act.
	PART 4
	REGISTERED OFFICE AND RECORDS
	Registered Office
Place of registered office	30. (1) A cooperative must maintain a registered office in the place set out in its articles.
Notice of registered office	(2) A notice of registered office in the form that the Director fixes must be sent to the Director together with any articles that designate or change the place of the registered office of the cooperative.
Change of address	(3) The directors may change the address of the registered office within the place specified in the articles.
Notice of change of address	(4) A cooperative must send to the Director, within fifteen days after any change of address of its registered office, a notice in the form that the Director fixes.
	Records
Record keeping	31. (1) A cooperative must prepare and maintain the following records at its registered office or at any other place in Canada designated by the directors:
	(a) the cooperative's articles and by-laws, including any amendments and a copy of any unanimous agreement;
	(b) the minutes of meetings of the members and shareholders;
	(c) copies of all notices of directors and notices of change of directors;
	(d) a list of its members, setting out their names and addresses, the number of any membership shares owned and the amount of any member loans;
	(e) a list of its shareholders, setting out their names and addresses and the number of investment shares owned;
	(f) a register of its directors, setting out the names and addresses of the individuals who are or who have been directors and the dates on which they became or ceased to be directors; and
	(g) if the cooperative issues securities in registered form, a securities register that complies with section 186.
Other records	(2) In addition to the records specified in subsection (1), a cooperative must prepare and maintain adequate
	(a) accounting records;
	(b) records containing minutes of meetings and resolutions of directors and any committee of directors; and
	(c) records sufficient for the purpose of calculating patronage returns, that show for each member particulars of the transactions between the cooperative and the member.
Off-site records	(3) A cooperative may keep all or any of the records mentioned in paragraphs (1)(a), (b), (c) and (f) and (2)(a) and (b) at a place other than its registered office if the records are available for inspection during regular office hours at the registered office or another office in Canada by means of electronic technology and if to do so would not contravene any other law in Canada. The cooperative must provide technical assistance to persons who wish to use the electronic technology.
Retention of accounting records	(4) Subject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period, a cooperative must retain the accounting records referred to in paragraph (2)(a) for a period of six years after the end of the financial year to which they relate.
Records of continued cooperatives	(5) For the purposes of paragraph (1)(b) and subsections (2) to (4), if a body corporate is continued under this Act, ``records'' includes similar records required by law to be maintained by the body corporate before it was so continued.
Form of records	32. (1) Any register or record required by this Act must be prepared and maintained in a form that is capable of reproducing any required information in intelligible written form within a reasonable time, including
	(a) a bound or loose-leaf form;
	(b) a photographic form;
	(c) a system of mechanical or electronic data processing; or
	(d) any other information storage device.
Precautions	(2) A cooperative and its agents and mandataries must take reasonable precautions respecting the registers and records required by this Act to
	(a) prevent their loss or destruction;
	(b) prevent the falsification of entries in them; and
	(c) facilitate the detection and correction of inaccuracies in them.
Records open to directors' inspection	(3) The records described in section 31, other than those described in paragraph 31(2)(c), must be open for inspection by the directors at any reasonable time.
Inspection and copying of records by members, creditors and shareholders	(4) Members, creditors and shareholders of the cooperative, their legal representatives and the Director may examine the records referred to in paragraphs 31(1)(a), (b), (c) and (f) during the usual business hours of the cooperative and may take extracts from the records, free of charge, or have copies of them made after payment of a reasonable fee.
	Lists
Lists	33. (1) Members, shareholders and creditors of a cooperative and their legal representatives may request that the cooperative provide them with a list of members or shareholders, no later than ten days after the cooperative receives the affidavit referred to in subsection (2) and after payment of a reasonable fee.
Affidavit	(2) A request under subsection (1) must be accompanied by an affidavit containing
	(a) the name and address of the applicant; and
	(b) an undertaking that the list of members or shareholders will not be used except as permitted by subsection (5).
Request by Director	(3) The Director may request that the cooperative provide him or her with a list of members or shareholders, no later than ten days after the cooperative receives the request and after payment of a reasonable fee.
Contents of list	(4) The list of members or shareholders provided under subsection (1) or (3) must set out in alphabetical order the names and addresses of the members or shareholders of the cooperative as of a date not more than ten days before the receipt of the affidavit referred to in subsection (2) or the request referred to in subsection (3).
Permitted uses of list	(5) A list obtained under subsection (1) must not be used by any person except in connection with
	(a) an effort to influence voting at a meeting of the cooperative; and
	(b) any other matter relating to the affairs of the cooperative.
Non-inclusion of name on request	(6) A member or shareholder may advise the cooperative in writing that their name is not to be included in a list prepared by the cooperative further to a request under subsection (1), in which case the cooperative must not include that name in the list but must mention on the list that the list is incomplete.
	Corporate Seal
Corporate seal	34. (1) A cooperative may but need not adopt a corporate seal and may change a corporate seal that is adopted.
Validity of unsealed documents	(2) A document executed on behalf of a cooperative is not invalid merely because a corporate seal is not affixed to it.
	PART 5
	MEMBERSHIP
	Conditions for Membership
By-laws govern	35. Subject to this Act and any provision in the articles, membership in a cooperative is governed by its by-laws.
Application for membership	36. (1) No person may be admitted to membership in a cooperative until
	(a) the person has applied for membership in writing;
	(b) the application has been approved by the directors; and
	(c) the person has complied with the membership provisions required by the by-laws, including subscribing for any minimum number of membership shares, paying any minimum amount on account of the subscription price of the shares or paying any minimum amount on account of a member loan.
Effective date of membership	(2) If all the conditions set out in subsection (1) have been met within six months after the date on which the cooperative receives the application for membership, the directors may make the admission of the member into membership effective as of the date of the application or as of any date after that date but before the end of the six months.
Right to vote	37. (1) Subject to subsection (2) and subsection 7(3), a member has one vote on all matters to be decided by the members.
Delegates	(2) If the by-laws provide that the voting rights of a member are vested in one or more delegates to be elected or appointed by the members, the delegates so elected or appointed may exercise all or any of those rights.
When delegation permitted by by-laws	(3) When in this Act reference is made to a meeting of members and the cooperative has a by-law providing for the appointment of delegates, a reference in this Act to a meeting of members is to be construed as a reference to a meeting of delegates.
Members under eighteen years of age	38. (1) Subject to the by-laws, a person less than eighteen years of age may be admitted to membership in a cooperative and may vote at meetings of the cooperative.
Minors	(2) The articles and by-laws of a cooperative, and any unanimous agreement, are binding on a member who is less than eighteen years of age.
	Withdrawal from Membership
Withdrawal of membership	39. (1) Unless the by-laws provide otherwise, this section applies to the voluntary withdrawal of a member from membership in a cooperative.
Written notice	(2) A member may withdraw from membership in a cooperative by written notice to the cooperative. Any such withdrawal is effective on the later of the date stated in the notice and the date on which the cooperative receives the notice.
Redemption of membership shares and repayment of amounts owing on withdrawal	(3) Subject to section 149, the cooperative must, no later than one year after the effective date of a notice of withdrawal, redeem all membership shares held by the withdrawing member at the redemption price determined in accordance with section 146 and repay to the member all member loans, all other amounts held to the member's credit and all amounts outstanding on loans made to the cooperative by the member, together with any interest accrued on those amounts up to the date of the payment.
Redemption and repayment more than one year after withdrawal	(4) Despite subsection (3), if the directors determine that the redemption of membership shares, or the repayment of membership loans, of a withdrawing member would adversely affect the financial well-being of the cooperative, the directors may direct that the redemption and repayment referred to in subsection (3) take place after the end of the one year period.
Withdrawal not to have certain effects	(5) Unless the directors determine otherwise,
	(a) the withdrawal of a member from the cooperative does not release the member from any debt or obligation to the cooperative or contract with the cooperative; and
	(b) the cooperative need not, despite subsection (3), repay to the member amounts outstanding on loans made to the cooperative that have a fixed maturity date until that date has arrived.
	Termination of Membership
Termination of membership by directors	40. (1) This section sets out the rights and procedures that apply to termination of membership. The by-laws of a cooperative may derogate from this section, but only in respect of the manner in which the membership of members may be terminated.
Special resolution of directors	(2) The directors may by special resolution order the termination of the membership of a member but, if the cooperative is in breach of section 149 - or if making the payment referred to in subsection (7) would put the cooperative in breach of section 149 - the termination is not effective until the cooperative is no longer in breach.
Written notice	(3) Not more than ten days after the date on which a special resolution is made, the secretary of the cooperative must give written notice to the member of the termination and the reasons for it. Subject to subsections (4) and (5), the effective date of the termination is the later of the date specified in the written notice and thirty days after the member receives the notice.
Appeal	(4) A member whose membership has been terminated may appeal from the decision of the directors to the next meeting of members by giving written notice to the secretary of the member's intention to appeal no later than thirty days after receiving notice of the special resolution.
Effect of notice of appeal	(5) If a member gives a notice of appeal, the effect of the special resolution is suspended until the vote of the members under subsection (6).
Resolution of members	(6) If a member appeals the termination of membership, a vote of members must be taken at the next meeting of members as to whether the member's membership should be terminated as of the effective date referred to in subsection (3). The vote is by majority of the members present at the meeting, unless a greater proportion is specified in the articles, the by-laws or a unanimous agreement.
Effect of termination of membership	(7) Subject to section 149, if a member's membership is terminated, a cooperative must, no later than one year after the date of the special resolution, redeem all membership shares held by the member at the redemption price determined in accordance with section 146, and repay to the member all member loans and all other amounts held to the member's credit and all amounts outstanding on loans made to the cooperative by the member, together with any interest accrued on those amounts up to the date of the payment.
Termination of membership not to have certain effects	(8) Unless the directors determine otherwise, the termination of the membership of a member does not release the member from any debt or obligation to the cooperative or contract with the cooperative.
If address of member unknown	(9) If the address of a member whose membership has been terminated by the directors is unknown to the cooperative after all reasonable efforts have been made to ascertain it and two years have elapsed since the effective date referred to in subsection (3), the cooperative must transfer all amounts owing under subsection (7) to a reserve fund, but those amounts do not, despite subsection (7), include any interest that would have accrued after the end of the two years.
Amounts paid to entitled persons	(10) If any amounts are transferred to a reserve fund under subsection (9), the cooperative must pay those amounts to any person who, no later than ten years after the transfer, shows evidence of entitlement satisfactory to the cooperative. If no person appears to show that evidence within the ten years, the amounts become the property of the cooperative.