Bill C-5
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Limitation |
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Limitation on
by-law
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41. No by-law governing the withdrawal of
a member from membership or the termina
tion of the membership of a member may
authorize a redemption of membership shares
or member loans in contravention of section
149.
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Termination of Membership by Members |
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Termination
by members
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42. Unless the by-laws provide otherwise,
the membership of a member may be termi
nated by a special resolution of the members.
Section 40 applies, with any modifications
that the circumstances require, to a termina
tion by the members.
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Other Terminations |
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Termination
of inactive
membership
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43. (1) A cooperative may, by written notice
to a member, terminate the membership if the
member
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Provisions not
to apply
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(2) Section 40, other than subsections 40(7)
to (10), does not apply to a termination under
this section.
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Non-profit
housing
cooperatives
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44. If the membership of a person in a
non-profit housing cooperative is terminated,
any right of the person to possession or
occupancy of residential premises acquired by
virtue of membership in the cooperative is
subject to Part 20.
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Re-admission
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45. A person whose membership has been
terminated under section 40 or 42 may be
re-admitted to membership only by special
resolution of the members.
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Transfer
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46. No transfer of a membership, a member
loan or a membership share in a cooperative is
valid for any purpose unless it is approved by
the directors and the transferee has otherwise
complied with the articles and by-laws of the
cooperative and, if applicable, become a party
to a unanimous agreement.
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If
membership
too low
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47. If the membership of a cooperative is
reduced to a number less than the number of
members required for incorporation, and if
after thirty days notice remains at less than
that number, the Director may require the
cooperative
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PART 6 |
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CORPORATE GOVERNANCE |
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Meetings |
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Place of
members'
meetings
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48. (1) Meetings of the members of a
cooperative are to be held at the place in
Canada provided for in the by-laws or, in the
absence of such a provision, at any place in
Canada that the directors may determine.
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Place of
shareholders'
meetings
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(2) Meetings of the shareholders must be
held at the place set out in the articles. If the
articles do not set out such a place, the
meetings are to be held at the place in Canada
that the directors determine, unless all the
shareholders entitled to vote at the meeting
agree that the meeting is to be held at another
place that is not in Canada.
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Electronic
meeting
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(3) Subject to the by-laws, a member or a
shareholder may attend a meeting of the
cooperative by means of a telephonic, elec
tronic or other communication facility if it
permits all participants to communicate ade
quately with each other during the meeting.
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Presence
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(4) A person participating in a meeting
referred to in subsection (3) is deemed to be
present at the meeting.
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Calling
members'
meetings
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49. (1) After holding the organizational
meeting referred to in section 82, the directors
must call a meeting of the members without
delay.
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Business at
first meeting
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(2) The members, at their first meeting,
must
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Calling
meetings of
the members
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50. (1) The directors must call the first
annual meeting of members not later than
eighteen months after the cooperative comes
into existence and an annual meeting of
members must be held not later than the earlier
of
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Special
meetings
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(2) The directors may at any time call a
special meeting of the members or of the
shareholders.
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Unanimous
agreement
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(3) If a unanimous agreement contains a
provision that eliminates the need for meet
ings of shareholders referred to in subsection
115(6), a shareholder may nevertheless at any
time call a special meeting of the sharehold
ers.
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Record date
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51. (1) The directors may fix in advance a
date as the record date for the determination of
the members or shareholders who are entitled
to receive payment of a dividend or for any
other purpose except the right to receive
notice of, or to vote at, a meeting, but the
record date so fixed must not precede by more
than sixty days the particular action to be
taken.
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Record
date -
members'
meetings
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(2) For the purpose of determining the
persons who are entitled to receive notice of,
or to vote at, a meeting of members, the record
date is
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Record
date - notice
of
shareholders'
meetings
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(3) For the purpose of determining the
shareholders who are entitled to receive notice
of a meeting of the shareholders, the directors
may fix in advance a date as the record date for
that determination, but the record date so fixed
must not precede by more than sixty days or by
less than twenty-one days the date of the
meeting.
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Record
date - voting
at
shareholders'
meetings
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(4) For the purposes of determining the
shareholders who are entitled to vote at a
meeting of shareholders, the directors may fix
in advance a date as the record date for that
determination, but the record date so fixed
must not precede by more than sixty days or by
less than twenty-one days the date of the
meeting.
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If no record
date fixed
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(5) If no record date is fixed under subsec
tion (1) or (3), the record date
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If record date
fixed
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(6) If a record date with respect to share
holders is fixed under this section, unless
notice of the date is waived by each sharehold
er whose name is set out in the securities
register at the close of business on the day the
directors fix the record date, notice of the
record date must be given not less than seven
days before the record date
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Notice of
meetings
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52. (1) Notice of the time and place of a
meeting of a cooperative must be sent not less
than twenty-one days or more than sixty days
before the meeting
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Publication
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(2) Notice of the time and place of a meeting
of the holders of investment shares of any
class that is publicly traded on a recognized
stock exchange in Canada may be published
once a week for at least four consecutive
weeks before the date of the meeting in a
newspaper in general circulation in the place
where the registered office of the cooperative
is situated and in each place in Canada where
the cooperative has a transfer agent or where
a transfer of the investment shares may be
recorded.
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By-laws may
specify
manner of
giving notice
to members
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(3) The by-laws of a cooperative may
derogate from this section, but only in respect
of the manner in which notice of a meeting of
members may be given to members.
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Notice not
required
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53. A notice of a meeting of a cooperative
need not be sent to a shareholder who was not
registered on the records of the cooperative or
its transfer agent on the record date fixed or
determined under section 51.
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Failure to
receive notice
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54. Failure to receive notice of a meeting
does not deprive a person of a right to vote at
the meeting to which the person is otherwise
entitled.
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Notice when
adjournment
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55. (1) If a meeting of a cooperative is
adjourned for less than thirty days, it is not
necessary, unless the by-laws provide other
wise, to give notice of the adjourned meeting,
other than by announcement at the earliest
meeting that is adjourned.
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Notice of
adjourn- ment - meetings of members
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(2) If a meeting of members is adjourned by
one or more adjournments for a total of thirty
days or more, notice of the adjourned meeting
must be given as for the original meeting.
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Notice of
adjourn- ment - meetings of shareholders
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(3) If a meeting of shareholders is adjourned
by one or more adjournments for a total of
thirty days or more, notice of the adjourned
meeting must be given as for the original
meeting but, unless the meeting is adjourned
by one or more adjournments for a total of
more than ninety days, subsection 165(1) does
not apply.
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Special
business
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56. (1) All matters dealt with at a special
meeting of a cooperative and all matters dealt
with at an annual meeting, except consider
ation of the financial statements, the auditor's
report, the business of the cooperative, the
election of directors, the remuneration of
directors and the re-appointment of the in
cumbent auditor, are special business.
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Notice if
special
business is to
be transacted
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(2) Notice of a meeting of a cooperative at
which special business is to be transacted must
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Waiver of
notice
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57. (1) A person who is entitled to attend a
meeting of a cooperative may waive notice of
the meeting in any manner.
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Attendance is
waiver
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(2) Attendance at a meeting of a coopera
tive is a waiver of notice of the meeting,
except when a person attends the meeting for
the express purpose of objecting to the
transaction of any business on the ground that
the meeting is not lawfully called.
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Proposals |
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Proposals
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58. (1) A member may
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Proposals to
amend articles
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(2) The following persons may, in accor
dance with section 290, make a proposal to
amend the articles:
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Proposal and
statement to
accompany
notice of
meeting
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(3) A proposal submitted for consideration
at a meeting must be attached to the notice of
the meeting, together with, if requested by the
person making the proposal, a statement of not
more than two hundred words in support of the
proposal and the name and address of the
person making the proposal.
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Exceptions
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(4) A cooperative need not comply with
subsection (3) if
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Liability for
circulation
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59. No cooperative or person acting on
behalf of a cooperative incurs any liability by
reason only of circulating a proposal or
statement in accordance with section 58.
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Refusal to
include
proposal
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60. (1) If a cooperative refuses to include a
proposal in a notice of a meeting referred to in
section 52, the cooperative, not later than ten
days after receiving the proposal, must notify
the person submitting the proposal of its
intention to omit the proposal from the notice
and send the person a statement of the reasons
for the refusal.
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Restraining
order by court
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(2) On the application of a person claiming
to be aggrieved by a cooperative's refusal
under subsection (1), a court may restrain the
holding of the meeting at which the proposal
is sought to be presented and make any further
order it thinks fit.
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Order to omit
proposal from
notice
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(3) A cooperative or any person claiming to
be aggrieved by a proposal may apply to a
court for an order permitting the cooperative
to omit the proposal from a notice of meeting,
and the court, if it is satisfied that subsection
58(4) applies, may make any order that it
thinks fit.
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