Bill C-5
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Limit on
compensation
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(4) No person may give or accept, in
connection with the allocation or use of a
housing unit of the cooperative, compensation
that exceeds the housing charges for the
housing unit determined in accordance with
the by-laws.
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Limit on
compensation
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(5) No person may give or accept, in
connection with the allocation or use of a part
of a housing unit of the cooperative, com
pensation that exceeds the amount that, hav
ing regard to the portion of the housing unit,
would be a reasonable share of the housing
charges for the housing unit determined in
accordance with the by-laws.
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If
contravention
of subsection
(3), (4) or (5)
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(6) A person who accepts compensation in
contravention of subsection (3), (4) or (5)
must pay the amount of the compensation to
the cooperative.
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Resolution if
proposed
fundamental
change
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358. A non-profit housing cooperative may
not be a party to a fundamental change to
which Part 16 applies unless the change is
authorized by a vote of not less than ninety per
cent of the members.
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PART 21 |
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ADDITIONAL PROVISIONS RESPECTING WORKER COOPERATIVES |
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Definition of
``worker
cooperative''
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359. (1) For the purposes of this Part,
``worker cooperative'' means a cooperative
whose prime objectives are to provide em
ployment to its members and to operate an
enterprise in which control rests with the
members.
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Require- ments of articles
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(2) The articles of a worker cooperative
must provide that
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Non-member
employees
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(3) Despite subsection (2), a worker cooper
ative may provide employment to non-mem
bers if, not later than five years after the
incorporation of the cooperative or the ac
quisition of a business by the cooperative, not
less than seventy-five per cent of its perma
nent employees or those of any entity con
trolled by it are members.
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Permanent
employees
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(4) For the purpose of subsection (3), the
following persons are not permanent em
ployees:
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By-laws
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360. (1) The by-laws of a worker coopera
tive must include
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Termination
of
membership
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(2) If the by-laws provide that membership
is to be terminated by the directors, the
by-laws must include a right of appeal to the
members. Despite section 40, the by-laws may
require that an appeal from the decision of the
directors may only be launched within seven
days after the member receives notice of the
termination of membership.
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Laid-off
member
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(3) A temporary lay-off of a member does
not result in termination of their membership.
After a member has been laid off and two years
have elapsed after the date of the lay-off
without the member having resumed employ
ment with the cooperative, the directors or the
members may, in accordance with the by-
laws, terminate the membership of the mem
ber.
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Confirmation
on appeal
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(4) A decision of the directors to terminate
the membership of a member is confirmed if
the members, at a duly called meeting of the
members, do not reverse the directors' deci
sion.
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Deemed
confirmation
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(5) If a meeting of the members is duly
called to consider the appeal of a terminated
member and a quorum of members is not
available for the meeting, the directors must
call a second meeting to be held, despite
section 52, not later than seven days after the
first meeting. If, at the second meeting, there
is no quorum of members, the decision of the
directors is deemed to be confirmed.
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Name
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361. (1) The articles of a worker coopera
tive must provide that the name of the worker
cooperative include the words ``worker coop
erative'', ``worker co-operative'', ``worker
co-op'', ``coopérative de travailleurs'', ``coop
de travailleurs'', ``co-op de travailleurs'',
``coopérative de travail'', ``coop de travail'' or
``co-op de travail''.
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Directors
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(2) Despite anything in this Act,
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Reorganiza- tion
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(3) A worker cooperative may not be a party
to a fundamental change to which Part 16
applies unless the change is authorized by a
vote of not less than ninety per cent of the
members.
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Dissolution
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(4) Unless otherwise provided in the ar
ticles, on dissolution of a worker cooperative,
not less than twenty per cent of the surplus of
the cooperative, after the payment of its
liabilities, must be distributed to another
cooperative, a non-profit entity or a charitable
entity before any distribution is made to a
member or shareholder.
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PART 22 |
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GENERAL |
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Notices |
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Notice to
members,
shareholders
and directors
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362. (1) A notice or document required by
this Act, the regulations, the articles, the
by-laws or a unanimous agreement to be sent
to a member, shareholder or director may be
sent to
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Effect of
notice
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(2) A director named in a notice sent by a
cooperative to the Director under section 81 or
91 is presumed for the purposes of this Act to
be a director of the cooperative referred to in
the notice.
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Deemed
receipt
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(3) A notice or document sent in accordance
with subsection (1) to a member, shareholder
or director is deemed to have been received
seven days after it was sent unless there are
reasonable grounds to believe that the mem
ber, shareholder or director did not receive the
notice or document at that time or at all.
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Undelivered
notice
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(4) If a cooperative sends a notice or
document to a member or shareholder in
accordance with subsection (1) and the notice
or document is returned on two consecutive
occasions because the member or shareholder
cannot be found, the cooperative is not
required to send any further notices or docu
ments to the member or shareholder until the
cooperative is informed in writing of their new
address.
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Notice to a
cooperative
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363. (1) A notice or document that is
required to be sent to a cooperative may be
sent to the cooperative's registered office
shown in the last notice of registered office
filed with the Director and, if so sent, is
deemed to have been received seven days after
it was sent unless there are reasonable grounds
to believe that the cooperative did not receive
the notice or document at that time or at all.
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Service on a
cooperative
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(2) A notice or document that is required to
be served on a cooperative may be served on
it at the cooperative's registered office shown
in the last notice of registered office filed with
the Director.
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Waiver of
notice
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364. When a notice or document is required
by this Act or the regulations to be sent, the
sending of the notice or document may,
subject to a unanimous agreement, be waived
or the time for the notice or document may be
waived or abridged at any time with the
consent in writing of the person who is entitled
to it.
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Certificates |
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Certificate of
Director
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365. (1) When this Act requires or authoriz
es the Director to issue a certificate or to
certify a fact, the certificate must be signed by
the Director or by a Deputy Director autho
rized under section 371.
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Evidence
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(2) Except in a proceeding under section
312 to dissolve a cooperative, a certificate
referred to in subsection (1) or a certified copy
of one, when introduced as evidence in a civil,
criminal, administrative, investigative or oth
er action or proceeding, is conclusive proof of
the facts so certified without proof of the
signature or official character of the person
appearing to have signed it.
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Certificate of
cooperative
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366. (1) A certificate that is issued on behalf
of a cooperative stating a fact that is set out in
the articles, the by-laws, a unanimous agree
ment or the minutes of the meetings of the
directors, a committee of directors, the mem
bers or the shareholders, or in a trust indenture
or other contract to which the cooperative is a
party, may be signed by a director, officer or
transfer agent of the cooperative.
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Proof
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(2) When introduced as evidence in a civil,
criminal, administrative, investigative or oth
er action or proceeding, the following things
are, in the absence of evidence to the contrary,
proof of the facts so certified without proof of
the signature or official character of the person
appearing to have signed the certificate:
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Security
certificate
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(3) An entry in a securities register of, or a
security certificate issued by, a cooperative is,
in the absence of evidence to the contrary,
proof that the person in whose name the
security is registered is the owner of the
securities described in the register or certifi
cate.
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Membership
certificate
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(4) An entry in a members' register of, or a
certificate of membership or a membership
share certificate issued by, a cooperative is, in
the absence of evidence to the contrary, proof
that the person whose name appears in it or on
it is a member or owns the membership shares
as set out in the membership share certificate
or the register.
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Notices and Documents |
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Signature of
declarations
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367. (1) A declaration of the directors
provided to the Director in accordance with
subsection 285(4) or (5), 287(1), 291(1),
299(2) or 308(2) is sufficient if it is signed by
a director or officer authorized to do so by
resolution of the directors.
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Director may
rely on
declarations
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(2) The Director may, for all purposes of
this Act, rely on a declaration provided under
paragraph 10(d) or (e) or a declaration of the
directors referred to in subsection (1).
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Copies
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368. (1) When a notice or document is
required to be sent to the Director under this
Act, the Director may accept a photostatic or
photographic copy of it.
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Electronic or
other
submission of
documents,
information or
fees
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(2) Except to the extent that may otherwise
be prescribed, notices, documents, informa
tion or fees that are authorized or required to
be submitted to, or issued by, the Director
under this Act may be submitted or issued in
electronic or other form in any manner fixed
by the Director.
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Time of
receipt
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(3) For the purposes of this Act, a document,
information or a fee that is submitted in
accordance with subsection (2) is deemed to
have been received by the Director at the time
provided by the regulations.
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Storage of
documents or
information in
electronic or
other form
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(4) Subject to the regulations, a document
or information that is received by the Director
under this Act in electronic or other form may
be entered or recorded by an information
storage device, including a system of mechan
ical or electronic data processing, that is
capable of reproducing stored documents or
information in intelligible form within a
reasonable time.
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When notices
or documents
need not be
sent
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369. The Director may, on any conditions
that the Director considers appropriate, deter
mine that notices or documents or classes of
notices or documents need not be sent to the
Director under this Act if they are notices or
documents that contain information similar to
information contained in notices or docu
ments required to be made public under any
other Act of Parliament or under an Act of the
legislature of a province.
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Proof required
by Director
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370. (1) The Director may require that a
document or a fact stated in a document
required by this Act or the regulations to be
sent to the Director be verified in accordance
with subsection (2).
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Form of proof
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(2) A document or fact that the Director
requires to be verified may be verified by
affidavit or by statutory declaration under the
Canada Evidence Act before any commission
er for oaths or for taking affidavits.
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Appointment of Director |
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Appointment
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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.
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