Bill C-5

Purpose and Application

(a) to set out the law applicable to the business endeavours of persons who have associated themselves in a democratic man ner to carry on a common purpose; and

(b) to advance the cause of uniformity of cooperative business law in Canada.

(a) it will carry on its undertaking in two or more provinces; and

(b) it will have a fixed place of business in more than one province.

(a) a bank;

(b) a company to which the Insurance Companies Act applies;

(c) a company to which the Trust and Loan Companies Act applies; or

(d) an association to which the Cooperative Credit Associations Act applies.

(a) a person controls a body corporate if securities of the body corporate to which are attached more than fifty per cent of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate; and

(b) a person controls a cooperative entity if the person has the right to exercise more than fifty per cent of the votes that may be cast at an annual meeting or to appoint or elect a majority of the directors.

(a) it is controlled by

(i) that other body corporate,

(ii) that other body corporate and one or more bodies corporate each of which is controlled by that other body corporate, or

(iii) two or more bodies corporate each of which is controlled by that other body corporate; or

(b) it is a subsidiary of a body corporate that is a subsidiary of that other body corporate.

(a) is part of a distribution to the public if, in respect of the security, there has been a filing of a prospectus, statement of material facts, registration statement, securities ex change take-over bid circular or similar document under the laws of Canada, a province or a jurisdiction outside Canada; or

(b) is deemed to be part of a distribution to the public if the security has been issued and a filing referred to in paragraph (a) would be required if the security were being issued currently.

Share Ownership

Cooperative Basis

(a) membership in the cooperative is open, in a non-discriminatory manner, to persons who can use the services of the cooperative and who are willing and able to accept the responsibilities of membership;

(b) each member or delegate has only one vote;

(c) no member or delegate may vote by proxy;

(d) interest on any member loan is limited to a maximum percentage fixed in the articles;

(e) dividends on any membership share are limited to the maximum percentage fixed in the articles;

(f) to the extent feasible, members provide the capital required by the cooperative, with the return paid on member capital not to exceed the maximum percentage specified in the articles;

(g) surplus funds arising from the coopera tive's operations are used

(i) to develop its business,

(ii) to provide or improve common services to members,

(iii) to provide for reserves or the pay ment of interest on member loans or dividends on membership shares and investment shares,

(iv) for community welfare or the propa gation of cooperative enterprises, or

(v) as a distribution among its members as a patronage return; and

(h) it educates its members, officers, em ployees and the public on the principles and techniques of cooperative enterprise.

(a) the articles of a federation may provide that the members or delegates of the federation have more than one vote;

(b) if, before the coming into force of this subsection, the articles of association or charter by-laws of a former Act cooperative provide that a member or delegate of the former Act cooperative has more than one vote, the articles filed under subsection 379(2) may contain the same provisions with respect to voting rights of members or delegates;

(c) any provision referred to in paragraph (b) is deemed to be contained in the articles of the cooperative until it complies with subsection 379(2); and

(d) the articles of a cooperative may provide that subject to the conditions stated in the articles, a cooperative entity may have more than one vote in a cooperative.

PART 2

INCORPORATION, STRUCTURE AND ORGANIZATION

Incorporators

(a) an individual who is less than eighteen years of age;

(b) an individual who is of unsound mind and has been so found by a court in Canada or elsewhere; or

(c) an individual or body corporate that has the status of bankrupt.

Capital Structure

Application for Incorporation

(a) articles of incorporation;

(b) a notice of registered office in accor dance with section 30;

(c) a notice of directors in accordance with section 81;

(d) a declaration signed by the incorpora tors that after incorporation the cooperative will be organized and operated and will carry on business on a cooperative basis;

(e) if applicable, a declaration signed by the incorporators that after the incorporation the cooperative will be in compliance with either Part 20 or 21; and

(f) any other information that the Director may require to make a decision under section 12.

Articles of Incorporation

(a) the name of the cooperative;

(b) the place in Canada where its proposed registered office will be located;

(c) the name and residence address of each of the incorporators;

(d) the number of directors or the minimum and maximum number of directors;

(e) any restriction on the businesses that the cooperative may carry on;

(f) any restriction on the class of member ship in the cooperative;

(g) a statement that the cooperative will be organized and operated and will carry on business on a cooperative basis;

(h) a statement that the cooperative will carry on its undertaking in two or more provinces and will have a fixed place of business in more than one province;

(i) whether the cooperative is to be incorpo rated with or without membership share capital, and, if there is to be no membership share capital, a statement that the interest of each member as member is, subject to subsection 7(3), the same as that of every other member;

(j) if there is to be membership share capital, whether the number of membership shares to be issued is unlimited or limited, and if limited, the maximum number of membership shares that may be issued, and, if the membership shares are to have a par value, their par value and, if they are not to have par value, whether the membership shares are to be issued, purchased, re deemed or otherwise acquired at a fixed price or at a price determined in accordance with a formula, and if so, the particulars of the formula;

(k) any provision for a maximum rate of return that may be paid on member loans or membership shares;

(l) whether there is to be investment share capital and, if so, the particulars of it;

(m) any provisions for the distribution of the property of the cooperative on its dissolu tion and, in the case of a cooperative to which Part 20 or 21 applies, the provisions for that distribution of property in accor dance with the applicable Part; and

(n) any provision by which the members, other than by means of a unanimous agreement, restrict, in whole or in part, the powers of the directors to manage the business of the cooperative.