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Bill C-5

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	1st Session, 36th Parliament, 46 Elizabeth II, 1997
	The House of Commons of Canada
	BILL C-5
	An Act respecting cooperatives
Preamble	WHEREAS cooperatives in Canada carry on business in accordance with internationally recognized cooperative principles;
	WHEREAS cooperatives work for the so cial and economic development of their com munities through policies approved by their members;
	WHEREAS the Government of Canada has determined that it is desirable to modernize the law governing those cooperatives;
	NOW, THEREFORE, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as fol lows:

	SHORT TITLE
Short title	1. This Act may be cited as the Canada Cooperatives Act.
	PART 1
	INTERPRETATION AND APPLICATION
	Interpretation
Definitions	2. (1) The definitions in this subsection apply in this Act.
``affairs'' « affaires internes »	``affairs'' means the relationship between a cooperative and its affiliates and their mem bers, shareholders, directors and officers, but does not include the business carried on by those bodies corporate.
``affiliate'' « groupe »	``affiliate'' means an affiliated body corporate within the meaning of subsection (2).
``articles'' « statuts »	``articles'' means the original or restated ar ticles of incorporation, articles of amend ment, articles of amalgamation, articles of continuance, articles of reorganization, ar ticles of arrangement, articles of dissolu tion, articles of revival and articles of correction, and includes any amendments to any of them.
``associate'' « liens »	``associate'', in respect of a relationship with a person, means
	(a) a body corporate of which the person beneficially owns or controls, directly or indirectly, shares or securities currently convertible into shares carrying more than ten per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase such shares or such convertible securi ties;
	(b) a cooperative entity of which the person beneficially owns more than ten per cent of the voting rights that can be cast at a meeting of the cooperative entity;
	(c) an unincorporated entity of which the person beneficially owns more than ten per cent of the ownership interests;
	(d) a partner of the person acting on behalf of the partnership of which they are partners;
	(e) a trust or an estate or succession in which the person has a substantial benefi cial interest or serves as a trustee, admin istrator, executor or liquidator of a suc cession or in a similar capacity;
	(f) a spouse or child of the person; and
	(g) a relative of the person, the relative's spouse or a relative of the person's spouse or that relative's spouse, if the relative or spouse has the same residence as the person.
``auditor'' « vérifica- teur »	``auditor'' includes a firm of accountants.
``bearer'' « porteur »	``bearer'', in respect of a security, means the person who is in possession of a security that is payable to bearer or endorsed in blank.
``beneficial ownership'' « véritable propriétai- re »	``beneficial ownership'' includes
	(a) in Quebec, the rights of a beneficiary of a trust that owns property, and owner ship of property through one or more administrators of the property of others, mandataries or other legal representa tives; and
	(b) in the rest of Canada, ownership of property through one or more trustees, legal representatives, agents or other intermediaries.
``body corporate'' « personne morale »	``body corporate'' includes a cooperative, a cooperative entity, a company or any other body corporate wherever or however incor porated.
``call'' « option d'achat »	``call'' means an option transferable by deliv ery, to demand delivery of a specified num ber or amount of securities at a fixed price within a specified time but does not include an option or right to acquire securities of the cooperative that granted the option or right to acquire.
``coopera- tive'' « coopéra- tive »	``cooperative'' means a body corporate that is incorporated under this Act and not discon tinued under this Act.
``coopera- tive entity'' « entité coopérative »	``cooperative entity'' means a body corporate that, by the law under which it is organized and operated, must be organized and oper ated on - and is organized and operated on - cooperative principles.
``court'' « tribunal »	``court'' means the court of first instance of su perior jurisdiction of a province.
``debt obligation'' « titre de créance »	``debt obligation'' means a bond, debenture, note or other evidence of indebtedness of an entity, whether secured or unsecured.
``delegate'' « délégué »	``delegate'' means an individual who is ap pointed or elected to represent a member at a meeting of members.
``Director'' « directeur »	``Director'' means the Director appointed un der section 371.
``director'' « adminis- trateur »	``director'' means an individual occupying the position of director, by whatever name called, of a cooperative, and ``board of di rectors'' or ``directors'' refers to the direc tors as a body.
``distributing cooperative'' « coopéra- tive ayant fait appel au public »	``distributing cooperative'' means a coopera tive any of whose issued securities, other than membership shares or member loans, are or were part of a distribution to the pub lic and remain outstanding and are held by more than one person.
``entity'' « entité »	``entity'' means a body corporate, a trust, a partnership, a fund or an unincorporated or ganization.
``federation'' « fédéra- tion »	``federation'' means a cooperative whose membership is composed substantially of other cooperative entities, federations or leagues of cooperative entities.
``firm of accountants'' « cabinet de comptables »	``firm of accountants'' means a partnership whose partners and accountant employees are accountants engaged in the practice of accounting, or a body corporate that is in corporated by or under an Act of the legisla ture of a province and engaged in the prac tice of accounting.
``former Act cooperative'' « coopéra- tive sous le régime de l'ancienne loi »	``former Act cooperative'' means a coopera tive that was incorporated under the Cana da Cooperative Associations Act.
``holder'' « détenteur »	``holder'' means
	(a) in respect of a security certificate, the person in possession of the certificate issued or endorsed to the person or to bearer or in blank;
	(b) in respect of the ownership of a membership share, the person referred to in section 5; and
	(c) in respect of the ownership of an investment share, the person referred to in section 6.
``incorpora- ted'' « constitué »	``incorporated'', when used with reference to a body corporate that is incorporated by or under an Act of Parliament or of the legisla ture of a province, includes a body corpo rate that is continued by or under any such Act.
``incorpora- tor'' « fondateur »	``incorporator'' means a person who signs ar ticles of incorporation.
``individual'' « particu- lier »	``individual'' means a natural person.
``issuer'' « émetteur »	``issuer'', in respect of a security, means the entity that issues the security.
``investment share'' « part de placement »	``investment share'' means a share in the capi tal of a cooperative that is not a membership share.
``meeting of a cooperative'' « assemblée d'une coopérative »	``meeting of a cooperative'' means
	(a) a meeting of members of a coopera tive, or of a class of members of a cooperative, or
	(b) a meeting of the holders of investment shares of a cooperative, or a class or series of investment shares,
	as the context permits.
``member'' « membre »	``member'' means a member of a cooperative, but does not include an auxiliary member.
``member loan'' « prêt de membre »	``member loan'' means a loan required by the cooperative from its members as a condi tion of membership or to continue member ship in the cooperative, and, for the purpose of Parts 8, 16, 17 and 19 and subsection 163(2), a member loan is deemed to be a member share issued at par value.
``membership share'' « part de membre »	``membership share'' means a share described in section 118.
``Minister'' « ministre »	``Minister'' means the member of the Queen's Privy Council for Canada that is designated by the Governor in Council as the Minister for the purposes of this Act.
``officer'' « dirigeant »	``officer'' includes the chairperson of the board of directors, a vice-chairperson of the board of directors, the president, a vice- president, the secretary, an assistant secre tary, the treasurer, an assistant treasurer and the general manager of a cooperative, and any other individual designated as an offi cer of the cooperative by by-law or by reso lution of the directors, or any other individ ual who performs functions for the coopera tive similar to those normally performed by an individual occupying any such office.
``ordinary resolution'' « résolution ordinaire »	``ordinary resolution'' means a resolution passed by a majority - or any greater num ber set out in the articles or a unanimous agreement - of the votes cast by or on be half of the persons who are entitled to vote in respect of the resolution.
``patronage return'' « ristourne »	``patronage return'' means an amount that the cooperative allocates among and credits or pays to its members or to its member and non-member patrons based on the business done by them with or through the coopera tive.
``person'' « personne »	``person'' means an individual or an entity and includes a legal representative.
``prescribed'' Version anglaise seulement	``prescribed'' means prescribed by regulation.
``proxy'' « procura- tion »	``proxy'' means a completed and executed form of proxy by means of which a share holder appoints a proxyholder to attend and act on the shareholder's behalf at a meeting of the shareholders.
``put'' « option de vente »	``put'' means an option transferable by deliv ery, to deliver a specified number or amount of securities at a fixed price within a speci fied time.
``redeemable'' « racheta- ble »	``redeemable'', with respect to an investment share issued by a cooperative, means that the share is one
	(a) that the cooperative may acquire or redeem on the demand of the coopera tive; or
	(b) that the cooperative is required by its articles to acquire or redeem at a speci fied time or on the demand of the holder.
``security'' « valeur mobilière »	``security'' includes an investment share, a debt obligation of a cooperative and a cer tificate evidencing such a share or debt ob ligation and, for the purposes of Part 19, in cludes a membership share.
``security interest'' « sûreté »	``security interest'' means an interest in or charge on property of a cooperative to se cure payment of a debt or the performance of an obligation of the cooperative.
``send'' « envoyer »	``send'' includes deliver.
``series'' « série »	``series'', in respect of investment shares, means a division of a class of those shares.
``share'' « part »	``share'' means a membership share or an in vestment share.
``share- holder'' « détenteur de parts de placement »	``shareholder'' means a person described in section 6.
``special resolution'' « résolution spéciale »	``special resolution'' means a resolution passed by not less than two thirds - or any greater number set out in the articles or a unanimous agreement - of the votes cast by or on behalf of the persons who are en titled to vote in respect of the resolution.
``unanimous agreement'' « convention unanime »	``unanimous agreement'' means an agreement in writing among all members and all share holders, if any, that contains a provision re ferred to in subsection 115(1).
Affiliates	(2) For the purposes of this Act,
	(a) a body corporate is affiliated with another body corporate if one of them is a subsidiary of the other, if both are subsid iaries of the same body corporate or if each of them is controlled by the same person; and
	(b) if two bodies corporate are affiliated with the same body corporate at the same time, they are deemed to be affiliated with each other.
Electronic delivery	(3) For the purposes of this Act, a document, notice or other information may be sent or otherwise given electronically only if it is sent in accordance with the prescribed require ments and if the by-laws or articles do not provide otherwise.

Bill C-5

BILL C-5

SHORT TITLE

PART 1

INTERPRETATION AND APPLICATION

Interpretation